CME MEDIA ENTERPRISES B.V. and TOP TONE MEDIA HOLDINGS LIMITED and EQUIP LIMITED TV2 GROUP SHAREHOLDERS AGREEMENT July 28, 2008Group Shareholders Agreement • October 29th, 2008 • Central European Media Enterprises LTD • Television broadcasting stations • England
provided that the difference between the CME Valuation and the Seller Valuation is not more than 5%. In the event the difference between the CME Valuation and the Seller Valuation is more than 5%, the Valuation shall be the average of the middle valuation and the valuation that is nearest to it (with the third valuation being disregarded), in respect of the CME Valuation, the Seller Valuation and a valuation of the Ownership Interests in Top Tone Media or Zopal, as applicable, provided by an Investment Bank that is jointly appointed (as an expert and not as an arbitrator) by the Investment Bank that carried out the CME Valuation and the Investment Bank that carried out the Seller Valuation, and whose cost shall be shared equally by the Top Tone Parties or Top Tone Holdings, as applicable, on the one hand and CME ME on the other hand;
