ContractCentral European Media Enterprises LTD • December 18th, 2009 • Television broadcasting stations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OTHER THAN PURSUANT TO SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION SPECIFIED IN AN OPINION OF COUNSEL SATISFACTORY TO CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. FURTHERMORE, THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS CONTAINED IN THE SUBSCRIPTION AGREEMENT BETWEEN THE COMPANY MEDIA PRO MANAGEMENT S.A. AND MEDIA PRO B.V. DATED AS OF DECEMBER 9, 2009. ANY TRANSFER OF THIS WARRANT OR THE SECURITIES ISSUABLE UPON ITS EXERCISE THAT CONTRAVENES SUCH RESTRICTIONS SHALL BE NULL AND VOID.
CME PRODUCTION B.V. and CME ROMANIA B.V. and MEDIA PRO MANAGEMENT S.A. and MEDIAPRO B.V. and ADRIAN SARBU DEED OF AMENDMENT TO A FRAMEWORK AGREEMENT, DATED 27 JULY 2009Central European Media Enterprises LTD • December 18th, 2009 • Television broadcasting stations
subject to the Ownership Interests set out in this Clause 4.6.3 being amended pursuant to the capitalization of the Converted Shareholder Loans as contemplated in Clause 3.1.14 of this Agreement;
SUBSCRIPTION AGREEMENTSubscription Agreement • December 18th, 2009 • Central European Media Enterprises LTD • Television broadcasting stations • New York
THIS SUBSCRIPTION AGREEMENT, dated as of December 9, 2009 (this “Agreement”), is entered into by and among CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., a Bermuda company (the “Company”), MEDIA PRO MANAGEMENT S.A., a joint stock company organized under the laws of Romania (“Media Pro Management”), and MEDIA PRO B.V., a company organized under the laws of the Netherlands (“MP BV,” and together with Media Pro Management, the “Subscribers”). The Company, Media Pro Management and MP BV are referred to collectively herein as the “Parties.” Each capitalized term used but not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Framework Agreement, dated July 27, 2009 among Media Pro Management, MP BV, CME Romania B.V., a company organized under the laws of the Netherlands ("CME Romania"), CME Production B.V., a company organized under the laws of the Netherlands ("CME Production"), and Adrian Sarbu.
JOINT FILING AGREEMENTJoint Filing Agreement • December 18th, 2009 • Central European Media Enterprises LTD • Television broadcasting stations
The persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of Class A common stock of Central European Media Enterprises Ltd. and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 18th day of December, 2009.
