ex4_02.htm


    
      
        

      

    

    

      EXHIBIT
        4.02

      


      DATED                                August
        24, 2007

       

      
 

      IGOR
        KOLOMOISKY

      


      CENTRAL
        EUROPEAN MEDIA ENTERPRISES LTD.

      


       

       

      
        
          
            

          

        

         

      

      SUBSCRIPTION
        AGREEMENT

      
        


        
          
            

          

        

      

      

        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        



      CONTENTS

       

      
        	
                Clause

              	 	
                Page

              
	 	 	 
	
                1.

              	
                Definitions
                  and Interpretation

              	
                1

              
	 	 	 
	
                2.

              	
                Purchase
                  and Sale of Shares

              	
                5

              
	 	 	
                 

              
	
                3.

              	
                Closing

              	
                5

              
	 	 	
                 

              
	
                4.

              	
                Representations
                  and Warranties of Kolomoisky

              	
                6

              
	 	 	
                 

              
	
                5.

              	
                Representations
                  and Warranties of CME Ltd.

              	
                9

              
	 	 	
                 

              
	
                6.

              	
                Certain
                  Covenants and Acknowledgements

              	
                11

              
	 	 	
                 

              
	
                7.

              	
                Appointment
                  to the Board of Directors

              	
                14

              
	 	 	
                 

              
	
                8.

              	
                Additional
                  Agreements

              	
                15

              
	 	 	
                 

              
	
                9.

              	
                Conditions
                  Precedent to Closing

              	
                16

              
	 	 	
                 

              
	
                10.

              	
                Termination

              	
                17

              
	 	 	
                 

              
	
                11.

              	
                Indemnification

              	
                17

              
	 	 	
                 

              
	
                12.

              	
                Confidentiality

              	
                18

              
	 	 	
                 

              
	
                13.

              	
                Assignment

              	
                20

              
	 	 	
                 

              
	
                14.

              	
                Miscellaneous

              	
                20

              
	 	 	
                 

              
	
                15.

              	
                Governing
                  Law and Arbitration

              	
                22

              


      

       

      Schedules

       

      Schedule
        1 – Closing Notice

       

      Schedule
        2 – Kolomoisky Closing Certificate

       

      Schedule
        3 – Anti-Money Laundering Identification Verification

       

      Schedule
        4 – Registration Rights Agreement

       

      Schedule
        5 – Resignation Letter


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      THIS
        SUBSCRIPTION AGREEMENT (this "Agreement") is made this
        24th day of
        August 2007 by and among:

       

      
        	
                (1)

              	
                Igor
                  Kolomoisky, a citizen of Israel residing at St. Galey Thelet 48,
                  Herzeliya, Israel, 46640, passport No. 10905729, issued on October 2,
                  2005 ("Kolomoisky");
                  and

              


      

       

      
        	
                (2)

              	
                Central
                  European Media Enterprises Ltd., a company organized under the
                  laws of Bermuda with its registered address at Clarendon House,
                  2 Church
                  Street, HM 11, Hamilton, Bermuda ("CME Ltd." and,
                  together with Kolomoisky hereinafter referred to
                  collectively as the "Parties" and individually as a
                  "Party").

              


      

       

      WHEREAS,
        subject to and on the terms of this Agreement, CME Ltd. has agreed to issue
        shares to Kolomoisky, and Kolomoisky has agreed to subscribe to and pay for
        such
        shares.

       

      NOW,
        THEREFORE, in consideration of the premises and the representations,
        warranties, covenants and agreements contained herein, and for other good
        and
        valuable consideration, the receipt and sufficiency of which are hereby
        acknowledged, and intending to be legally bound hereby, the Parties agree
        as
        follows:

       

      
        	
                1.

              	
                DEFINITIONS
                  AND INTERPRETATION

              


      

       

      
        	
                1.1

              	
                Definitions

              


      

       

      For
        the
        purposes of this Agreement, and unless the context requires otherwise, the
        following terms shall have the meanings given to them below.

       

      "Affiliate"
        means, with respect to any specified Person, any other Person that directly,
        or
        indirectly through one or more intermediaries, controls, is controlled by,
        or is
        under common control with, such specified Person, and in respect of Kolomoisky,
        also means another Person acting at the direction of Kolomoisky.  As
        used in this definition, "control" means the power to direct or
        cause the direction of the management or policy of any Person, directly or
        indirectly, through family or other relationship (if a natural person), the
        holding of securities or other participation interests, by virtue of an
        agreement or on other grounds, and "controlling" and "controlled" have the
        correlative meanings proceeding from this term.

       

      "Board
        of Directors" means the board of directors of
        CME Ltd.

       

      "Business
        Day" means a day, not being a Saturday or Sunday, when banks are open
        in London (England) and New York (United States) for commercial
        business.


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      "Bye-laws"
        means the bye-laws of CME Ltd.

       

      "Closing"
        means the closing of the subscription for the Shares contemplated hereby
        as
        provided in Clause 3.

       

      "Closing
        Date" means the date on which the Closing is completed, including
        delivery of all the documents and the taking of all the actions required
        to be
        delivered and taken at the Closing.

       

      "Conditions
        Precedent" means the conditions to Closing set forth in
Clause 9.

       

      "Consent"
        means any consent, approval, authorization, waiver, permit, grant, license,
        certificate, exemption, order, registration, declaration, filing, report
        or
        notice of, with or to any Governmental Authority or other Person.

       

      "Contract"
        means any written or oral contract, indenture, note, bond, loan, instrument,
        lease, commitment, trust, guarantee, concession or other agreement, in each
        case, as amended, supplemented, waived or otherwise modified.

       

      "Encumbrance"
        means any mortgage, charge, pledge, lien, restriction, assignment,
        hypothecation, security interest, title retention or any other agreement
        or
        arrangement the effect of which is the creation of security, or any other
        interest, equity or other right of any person (including any right to acquire,
        option, right of first refusal or right of pre-emption), or any agreement
        or
        arrangement to create any of the same.

       

      "Exchange
        Act" means the United States Securities Exchange Act of 1934, as
        amended.

       

      "Governmental
        Approvals" means any Orders or Permits issued by, or declarations or
        filings with, or notifications to, or waivers from, any Governmental
        Authority.

       

      "Governmental
        Authority" means any state or any political subdivision thereof; any
        entity, authority or body exercising executive, legislative, judicial,
        regulatory or administrative functions on behalf of the state or its political
        subdivision, including any government authority, ministry, agency, department,
        board, commission or instrumentality and subdivisions thereof; any court,
        tribunal or arbitrator; and any self-regulatory organization acting on behalf
        of
        the state or itself pursuant to the rights granted thereto by applicable
        Law.

       

      "Law"
        means all applicable (i) provisions of all constitutions, treaties,
        statutes, laws, customs, codes, rules, regulations, ordinances, orders and
        official opinions and interpretations of any Governmental Authority having
        the
        force of law, (ii) approvals of any Governmental Authority, and
        (iii) orders, decisions, injunctions, judgments, awards and decrees
        of or agreements with any Governmental Authority.

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      "Lien"
        means any lien, pledge, mortgage, deed of trust, security interest, claim,
        lease, charge, option, right of first refusal, easement, servitude or transfer
        restriction under any shareholder or similar agreement or
        encumbrance.

       

      "NASDAQ
        Marketplace Rules" means the rules concerning NASDAQ-listed companies
        promulgated by the Nasdaq Stock Market, Inc. from time to time and published
        in
        the NASDAQ Manual Online located at www.nasdaq.com.

       

      "Order"
        means any order, writ, judgment, injunction, decree, stipulation, determination
        or award entered by or with any Governmental Authority.

       

      "Permit"
        means any approval, authorization, concession, consent, license, permit or
        certificate.

       

      "Person"
        means any individual, partnership, firm, corporation, limited liability company,
        association, trust, unincorporated organization or other entity, as well
        as any
        syndicate or group that would be deemed to be a person under
        Section 13(d)(3) of the Exchange Act.

       

      "Registration
        Rights Agreement" means the Registration Rights Agreement entered into
        between Kolomoisky and CME Ltd. on or prior to the Closing Date in the form
        attached hereto as Schedule 4.

       

      "Representatives"
        means, with respect to any Person, the Affiliates, directors, officers,
        employees, agents, partners and advisors (including financial advisors) of
        such
        Person.

       

      "Securities
        Act" means the United States Securities Act of 1933, as
        amended.

       

      "Shares"
        has the meaning given to it in Clause 2.

       

      "Tax"
        or "Taxes" means all federal, state, national, provincial,
        territorial, municipal, local or foreign income, profits, franchise, gross
        receipts, environmental, customs, duties, net worth, sales, use, goods and
        services, withholding, value added, ad valorem, employment, social security,
        disability, occupation, pension, real property, personal property (tangible
        and
        intangible), stamp, transfer, conveyance, severance, production, excise and
        other taxes, withholdings, duties, levies, imposts and other similar charges
        and
        assessments (including any and all fines, penalties and additions attributable
        to or otherwise imposed on or with respect to any such taxes, charges, fees,
        levies or other assessments, and interest thereon) imposed by or on behalf
        of
        any Taxing Authority, in any applicable jurisdiction, in each case whether
        such
        Tax arises by Law, Contract or otherwise.


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      "Taxing
        Authority" means any Governmental Authority exercising any authority to
        impose, regulate, levy, assess or administer the imposition of any
        Tax.

       

      
        	
                1.2

              	
                Interpretation
                  and Rules of Construction

              


      

       

      In
        this
        Agreement, except to the extent otherwise provided or that the context otherwise
        requires:

       

      
        	
                 

              	
                (a)

              	
                when
                  a reference is made in this Agreement to a Clause or Schedule,
                  such
                  reference is to a Clause of, or Schedule to, this Agreement, unless
                  otherwise indicated;

              


      

       

      
        	
                 

              	
                (b)

              	
                the
                  table of contents and headings for this Agreement are for reference
                  purposes only and do not affect in any way the meaning or interpretation
                  of this Agreement;

              


      

       

      
        	
                 

              	
                (c)

              	
                whenever
                  the words "include," "includes," or "including" are used in this
                  Agreement, they are deemed to be followed by the words "without
                  limitation";

              


      

       

      
        	
                 

              	
                (d)

              	
                a
                  reference to "United States Dollars", or "US$" means the lawful
                  currency
                  of the United States of America;

              


      

       

      
        	
                 

              	
                (e)

              	
                the
                  words "hereof," "herein," and "hereunder" and words of similar
                  import,
                  when used in this Agreement, refer to this Agreement as a whole
                  and not to
                  any particular provision of this
                  Agreement;

              


      

       

      
        	
                 

              	
                (f)

              	
                all
                  terms defined in this Agreement have the defined meanings when
                  used in any
                  certificate or other document made or delivered pursuant hereto,
                  unless
                  otherwise defined therein;

              


      

       

      
        	
                 

              	
                (g)

              	
                references
                  in the singular shall include references in the plural and vice
                  versa,
                  words denoting any gender shall include any other gender and words
                  denoting natural persons shall include any other
                  Persons;

              


      

       

      
        	
                 

              	
                (h)

              	
                references
                  to a Person are also to its successors and permitted
                  assigns;

              


      

       

      
        	
                 

              	
                (i)

              	
                references
                  to this Agreement and/or any other agreement are deemed to be references
                  to such agreement, as amended, modified or supplemented from time
                  to time;
                  and

              


      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (j)

              	
                the
                  use of "or" is not intended to be exclusive unless expressly indicated
                  otherwise.

              


      

       

      2.           PURCHASE
        AND SALE OF SHARES

       

      Subject
        to the terms and conditions of this Agreement, CME Ltd. shall issue and
        deliver to Kolomoisky (and only to Kolomoisky), and Kolomoisky shall subscribe
        for and acquire from CME Ltd., 1,275,227 (one million two hundred
        seventy-five thousand two hundred twenty-seven) shares of Class A Common
        Stock, par value US$0.08 per share, of CME Ltd. (the
        "Shares") in consideration of US$110,000,000 (one hundred ten
        million United States Dollars) (the "Subscription
        Consideration").

       

      3.           CLOSING

       

      
        	
                3.1

              	
                Time
                  and Place of Closing

              


      

       

      The
        Closing shall take place on the fifth Business Day after the date on which
        CME Ltd. receives from Kolomoisky written notice that the Conditions
        Precedent are satisfied and that he is ready to proceed with the Closing
        (in the
        form attached hereto as Schedule 1, the "Closing
        Notice"), provided that on such date the Conditions Precedent
        have been and remain satisfied or waived in accordance with
Clause 9.  The Closing shall take place at the offices of
        Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York
        10022.

       

      
        	
                3.2

              	
                Payment
                  of the Subscription
                  Consideration

              


      

       

      At
        the
        Closing, Kolomoisky shall pay the Subscription Consideration to CME Ltd. by
        wire transfer in immediately available funds, from an account in his name
        at the
        Cyprus branch of Privatbank IBU, to the account designated in writing by
        CME Ltd. at least three Business Days prior to the Closing.

       

      
        	
                3.3

              	
                Documents
                  to Be Delivered by Kolomoisky at the
                  Closing

              


      

       

      At
        the
        Closing, Kolomoisky shall deliver, or cause to be delivered, to CME Ltd.
        the following:

       

      
        	
                 

              	
                (a)

              	
                a
                  certificate signed by Kolomoisky certifying that Kolomoisky's
                  representations and warranties set forth in Clause 4 remain
                  true and correct as of the Closing
                  Date;

              


      

       

      
        	
                 

              	
                (b)

              	
                any
                  information requested pursuant to Clause 6.4 and not
                  previously provided to
                  CME Ltd.;

              


      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (c)

              	
                a
                  copy of the Registration Rights Agreement executed by Kolomoisky;
                  and

              


      

       

      
        	
                 

              	
                (d)

              	
                an
                  undated resignation letter in the form of Schedule 5 executed
                  by Kolomoisky.

              


      

       

      
        	
                3.4

              	
                Documents
                  to Be Delivered by CME Ltd. at the
                  Closing

              


      

       

      Upon
        receipt of the Subscription Consideration at the Closing, CME Ltd.
        shall:

       

      
        	
                 

              	
                (a)

              	
                allot
                  and issue the Shares and shall make the appropriate entries in
                  the
                  statutory books of CME Ltd. in respect of that allotment,
                  and

              


      

       

      
        	
                 

              	
                (b)

              	
                deliver,
                  or cause to be delivered, to
                  Kolomoisky:

              


      

       

      
        	
                 

              	
                (i)

              	
                a
                  certificate of a duly authorized representative of CME Ltd.
                  certifying that CME Ltd.'s representations and warranties set forth
                  in Clause 5 remain true and correct as of the Closing
                  Date;

              


      

       

      
        	
                 

              	
                (ii)

              	
                a
                  stock certificate in respect of the Shares with the legend specified
                  in
                  Clause 6.2; and

              


      

       

      
        	
                 

              	
                (iii)

              	
                a
                  copy of the Registration Rights Agreement executed by
                  it.

              


      

       

      4.           REPRESENTATIONS
        AND WARRANTIES OF KOLOMOISKY

       

      Kolomoisky
        hereby represents and warrants to CME Ltd., as of the date hereof and as of
        the Closing Date (except where a representation or warranty is made as of
        a
        specified date, in which case Kolomoisky makes such representation and warranty
        to CME Ltd. as of such date), as follows:

       

      
        	
                4.1

              	
                Authorization

              


      

       

      Kolomoisky
        has full legal and dispositive capacity to enter into, deliver, and perform
        his
        obligations under, this Agreement and to consummate the transactions
        contemplated hereby.  This Agreement has been duly executed and
        delivered by Kolomoisky, and, assuming due authorization, execution and delivery
        by CME Ltd., constitutes legal, valid and binding obligations of
        Kolomoisky, enforceable against Kolomoisky in accordance with its
        terms.

       

      
        	
                4.2

              	
                Accredited
                  Investor

              


      

       

      Kolomoisky
        is: (i) able, by reason of business and financial experience, to
        protect his own interests in connection with the transactions contemplated
        by
        this Agreement; (ii) able to afford the entire loss of his
        investment in the Shares; (iii) an "accredited investor" as that
        term is defined in Rule 501(a) of Regulation D under the Securities Act;
        and (iv) not a broker-dealer or an affiliate of a broker-dealer
        registered pursuant to Section 15 of the Exchange Act.


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      
        	
                4.3

              	
                Accuracy
                  of Representations and
                  Warranties

              


      

       

      Kolomoisky
        understands that the Shares are being offered and sold to him in reliance
        upon
        exemptions from the registration requirements of the United States federal
        securities laws, and that CME Ltd. is relying upon the truth and accuracy
        of Kolomoisky's representations and warranties contained herein and Kolomoisky's
        compliance with this Agreement in order to determine the availability of
        such
        exemptions and the eligibility of Kolomoisky to acquire the Shares in accordance
        with the terms and provisions of this Agreement.

       

      
        	
                4.4

              	
                Financial
                  Information

              


      

       

      Kolomoisky: (i) has
        had the opportunity to review information concerning the business of
        CME Ltd., including without limitation, CME Ltd.'s Annual Report on
        Form 10-K for the period ended December 31, 2006 and Report on Forms 10-Q
        for
        the periods ended March 31, 2007 and June 30, 2007 and (ii) has had
        access to the management of CME Ltd. and has had the opportunity to ask
        questions of the management of CME Ltd.

       

      
        	
                4.5

              	
                No
                  Public Distribution

              


      

       

      Kolomoisky
        is acquiring the Shares for his own account, for investment purposes only,
        and
        not with a present view towards the public sale or distribution thereof,
        except
        pursuant to a sale or sales that are registered under the Securities Act
        or
        exempt from such registration.

       

      
        	
                4.6

              	
                Subsequent
                  Offers and Sales

              


      

       

      Kolomoisky
        will not, directly or indirectly, sell or otherwise transfer, pledge or assign
        all or any part of such Shares (or solicit any offers to buy, purchase or
        otherwise acquire or take a pledge of all or any part of such Shares) except
        in
        accordance with the provisions of Clause 6.1.  Kolomoisky
        understands that he must bear the economic risk of his investment in the
        CME
        Shares for an indefinite period of time because, among other reasons, the
        offering and sale of the Shares have not been registered under the Securities
        Act and, therefore, the Shares cannot be sold other than in accordance with
        Clause 6.1.  Kolomoisky also understands that transfers of
        the Shares are further restricted by the provisions of U.S. securities
        laws.


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      
        	
                4.7

              	
                No
                  Violation; Consents

              


      

       

      
        	
                 

              	
                (a)

              	
                The
                  execution, delivery and performance by Kolomoisky of this Agreement
                  and
                  the Registration Rights Agreement do not and will not conflict
                  with,
                  require the consent of a third-party under, violate, result in
                  the breach
                  of, constitute a default under (with or without the giving of notice
                  or
                  the lapse of time or both), or give rise to any right of acceleration,
                  cancellation, termination or amendment of, or restriction on, any
                  right or
                  obligation of Kolomoisky under (i) any applicable Law,
                  (ii) any Contract to which he is a party or bound,
                  (iii) any Order of any Governmental Authority to which he is
                  bound or subject, or result in the imposition or creation of any
                  Lien upon
                  any of the Shares.

              


      

       

      
        	
                 

              	
                (b)

              	
                No
                  Governmental Approvals or other Consents are required to be obtained
                  on
                  the part of Kolomoisky in connection with the execution and delivery
                  of
                  this Agreement or the Registration Rights Agreement, or the compliance
                  or
                  performance by Kolomoisky with or of any provision contained herein
                  or
                  therein.

              


      

       

      
        	
                4.8

              	
                No
                  General Solicitation

              


      

       

      Kolomoisky
        has not learned of the investment in the Shares as a result of any public
        advertising or general solicitation.

       

      
        	
                4.9

              	
                Residency

              


      

       

      Kolomoisky
        is resident at St. Galey Thelet 48, Herzeliya, Israel, 46640.

       

      
        	
                4.10

              	
                Brokers

              


      

       

      Kolomoisky
        has not employed, engaged or retained, or otherwise incurred any liability
        to,
        any person as a broker, finder, agent or other intermediary in connection
        with
        the transactions contemplated herein.  All negotiations relating to
        this Agreement and the Registration Rights Agreement and the transactions
        contemplated hereby and thereby have been carried on without the participation
        of any Person acting on behalf of Kolomoisky or any of his Affiliates in
        such a
        manner as to, and the transactions contemplated hereby and thereby will not
        otherwise, give rise to any valid claim against CME Ltd. or its Affiliates
        for any brokerage or finder's commission, fee or similar compensation, or
        for
        any bonus payable to any officer, director, employee, agent or representative
        of
        or consultant to any such Person upon consummation of the transactions
        contemplated hereby or thereby.


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      
        	
                4.11

              	
                Compliance
                  with Anti-Money Laundering Regulations,
                  etc.

              


      

       

      None
        of
        the cash or property that Kolomoisky has paid, will pay, or will contribute
        to
        CME Ltd. has been, or shall be, derived from, or related to, any activity
        that is deemed criminal under U.K. law, U.S. law, Bermuda law or the law
        of the
        jurisdiction in which such activity takes place.  No contribution or
        payment by Kolomoisky to CME Ltd., to the extent that such contributions or
        payments are within Kolomoisky's control, shall cause CME Ltd. to be in
        violation of any of the Anti-Money Laundering Laws (as defined below) or
        the
        anti-money laundering laws, rules or regulations of any other applicable
        jurisdiction.

       

      
        	
                4.12

              	
                CME Ltd.
                  Policies

              


      

       

      Kolomoisky
        has read, understands and agrees to comply with the Bye-laws, the Code of
        Conduct and Ethics, and the other policies and regulations of CME Ltd. and
        its
        Affiliates.

       

      
        	
                4.13

              	
                Current
                  Share Ownership

              


      

       

      As
        of the
        date of this Agreement, Kolomoisky, together with his Affiliates, holds exactly
        345,310 shares of Class A Common Stock of CME Ltd.

       

      
        	
                5.

              	
                REPRESENTATIONS
                  AND WARRANTIES OF
                  CME LTD.

              


      

       

      CME Ltd.
        hereby represents and warrants to Kolomoisky, as of the date hereof and as
        of
        the Closing Date (except where a representation or warranty is made as of
        a
        specified date, in which case CME Ltd. makes such representation and
        warranty to Kolomoisky as of such date), as follows:

       

      
        	
                5.1

              	
                Organization
                  and Good Standing

              


      

       

      CME Ltd.
        is a company duly formed, validly existing and in good standing under the
        laws
        of the Bermuda.

       

      
        	
                5.2

              	
                Authorization

              


      

       

      CME Ltd.
        has the requisite corporate power and authority to enter into this Agreement
        and
        the Registration Rights Agreement and to consummate the transactions
        contemplated hereby and thereby.  The execution and delivery by
        CME Ltd. of this Agreement and the Registration Rights Agreement and the
        consummation by CME Ltd. of the transactions contemplated hereby and
        thereby have been duly authorized by all requisite corporate action on the
        part
        of CME Ltd.  This Agreement has been and, as of the Closing Date,
        the Registration Rights Agreement will have been duly executed and delivered
        by
        CME Ltd. and, assuming due authorization, execution and delivery by
        Kolomoisky, constitute upon execution and delivery by CME Ltd. on the
        Closing Date legal, valid and binding obligations of CME Ltd., enforceable
        against CME Ltd. in accordance with their respective
        terms.


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      
        	
                5.3

              	
                No
                  Violation; Consents

              


      

       

      
        	
                 

              	
                (a)

              	
                The
                  execution, delivery and performance by CME Ltd. of this Agreement and
                  the Registration Rights Agreement do not and will not conflict
                  with,
                  require the consent of a third-party under, violate, result in
                  the breach
                  of, constitute a default under (with or without the giving of notice
                  or
                  the lapse of time or both), or give rise to any right of acceleration,
                  cancellation, termination or amendment of, or restriction on, any
                  right or
                  obligation of CME Ltd. under (i) any provision of any
                  organizational document of CME Ltd., (ii) any material
                  agreement or other instrument to which CME Ltd. is a party or bound,
                  (iii) any Order of any Governmental Authority to which
                  CME Ltd. is bound or subject, or (iv) any applicable
                  Law.

              


      

       

      
        	
                 

              	
                (b)

              	
                No
                  Governmental Approvals or other Consents are required to be obtained
                  on
                  the part of CME Ltd. in connection with the execution and delivery of
                  this Agreement or the Registration Rights Agreement, or the compliance
                  or
                  performance by CME Ltd. with any provision contained in this
                  Agreement or the Registration Rights
                  Agreement.

              


      

       

      
        	
                5.4

              	
                Issuance
                  of the Shares

              


      

       

      The
        Shares are or shall on the Closing Date be duly authorized, validly issued
        and
        fully paid and nonassessable.  On the Closing Date, Kolomoisky will
        acquire good and valid title to the Shares, free and clear of any Liens or
        Encumbrances.

       

      
        	
                5.5

              	
                Limitations
                  on Representations and
                  Warranties

              


      

       

      EXCEPT
        AS
        SET FORTH IN THIS CLAUSE 5 OR AS MAY BE EXPRESSLY SET FORTH IN THE
        REGISTRATION RIGHTS AGREEMENT, (A) NONE OF CME LTD., ITS
        AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR
        REPRESENTATIVES MAKES OR HAS MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS
        OR IMPLIED, AT LAW OR IN EQUITY, TO KOLOMOISKY, HIS AFFILIATES, HIS
        REPRESENTATIVES OR ANY OTHER PERSON, IN RESPECT OF CME LTD. OR ITS
        AFFILIATES OR THE SHARES AND (B) CME LTD. HEREBY EXPRESSLY
        DISCLAIMS ALL LIABILITIES AND RESPONSIBILITY FOR ANY REPRESENTATION OR WARRANTY
        NOT INCLUDED IN THIS CLAUSE 5 OR SPECIFICALLY SET FORTH IN THE
        REGISTRATION RIGHTS AGREEMENT, AS WELL AS FOR ANY STATEMENT OR INFORMATION
        THAT
        WAS MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO KOLOMOISKY
        OR ANY
        OF HIS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION,
        PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO KOLOMOISKY
        BY ANY
        DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF
        CME LTD. OR AN AFFILIATE THEREOF), AND NONE OF CME LTD., ITS
        AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR
        REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION
        OBLIGATION IN CONNECTION THEREWITH.


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	
                6.

              	
                CERTAIN
                  COVENANTS AND
                  ACKNOWLEDGEMENTS

              


      

       

      
        	
                6.1

              	
                Transfer
                  Restrictions

              


      

       

      Kolomoisky
        acknowledges that none of the Shares has been, is being or, except as provided
        in the Registration Rights Agreement, will be registered under the Securities
        Act.  Kolomoisky agrees that for a period of twenty-four (24) months
        from the Closing Date such Shares may not be offered for sale in any form
        or
        sold, transferred or assigned, but may be pledged and thereafter may be offered,
        sold, pledged, transferred or assigned only (i) in the United States
        through the Nasdaq Global Select Market pursuant to the Registration Rights
        Agreement or an available exemption from registration under the Securities
        Act
        (except that, in the event that Kolomoisky has the right to attend meetings
        of
        the Board of Directors of CME Ltd. as an observer, any offers, sales,
        transfers or assignments of Shares made pursuant to an available exemption
        from
        registration under the Securities Act while Kolomoisky has such observer
        rights
        must be made in accordance with the volume limitations set out in
        Rule 144(e)(1) under the Securities Act) and (ii) outside the
        United States pursuant to an available exemption from registration under
        the
        Securities Act and otherwise in compliance with applicable securities
        laws.  Notwithstanding the foregoing, no sale, transfer, pledge or
        assignment of Shares by Kolomoisky to an Affiliate shall be made without
        the
        prior written consent of CME Ltd., such consent not to be unreasonably
        withheld, and unless such Affiliate agrees to be bound by the terms
        hereof.  The provisions of Clauses 6.1 and 6.2,
        together with the rights and obligations of Kolomoisky under this Agreement
        and
        the Registration Rights Agreement, shall be binding upon any subsequent
        transferees of the Shares not previously registered under the Securities
        Act or
        sold in accordance with this Clause 6.1.


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	
                6.2

              	
                Restrictive
                  Legend

              


      

       

      Kolomoisky
        acknowledges and agrees that, until such time as the Shares shall have been
        registered under the Securities Act in accordance with the terms of the
        Registration Rights Agreement or sold in accordance with Clause 6.1,
        the Shares shall bear a restrictive legend in substantially the following
        form:

       

      THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
        THE
        UNITED STATES SECURITIES ACT OF 1933, AS AMENDED.  THEY MAY NOT BE
        OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE
        OF
        AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR,
        IF
        PERMITTED UNDER THE TERMS OF THE SUBSCRIPTION AGREEMENT DATED AS OF AUGUST
        24,
        2007, PURSUANT TO AN EXEMPTION FROM REGISTRATION SPECIFIED IN AN OPINION
        OF
        COUNSEL REASONABLY SATISFACTORY TO CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
        OR
        OTHERWISE AS PERMITTED BY LAW.

       

      The
        legend set forth above shall be removed and CME Ltd. shall issue a
        certificate without such legend to the holder of any Share upon which it
        is
        stamped, if such Share is registered for sale under an effective registration
        statement filed under the Securities Act pursuant to the Registration Rights
        Agreement or if such Shares are proposed to be sold pursuant to an exemption
        from registration as provided in this Agreement and CME Ltd. receives an
        opinion of counsel reasonably satisfactory to it with respect to compliance
        with
        such exemption.  Kolomoisky agrees to sell all Shares, including those
        represented by a certificate(s) from which the legend has been removed, in
        compliance with applicable prospectus delivery requirements, if
        any.

       

      
        	
                6.3

              	
                Reporting
                  Status; Eligibility to Use Form
                  S-3

              


      

       

      CME Ltd.'s
        shares of Class A Common Stock are registered under Section 12(b) of the
        Exchange Act.  So long as Kolomoisky beneficially owns any of the
        Shares, CME Ltd. shall file all reports required to be filed with the SEC
        pursuant to the Exchange Act, and CME Ltd. shall not terminate its status
        as an issuer required to file reports under the Exchange Act even if the
        Exchange Act or the rules and regulations thereunder would permit such
        termination.  CME Ltd. currently meets, and will take
        commercially reasonable steps to continue to meet, the "registrant eligibility"
        requirements set forth in the general instructions to Form S-3 applicable
        to
        both "primary" and "resale" registrations on Form S-3 during the
        Registration Period (as defined in the Registration Rights
        Agreement).


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        	
                6.4

              	
                Compliance
                  with Anti-Money Laundering Regulations,
                  etc.

              


      

       

      
        	
                 

              	
                (a)

              	
                Kolomoisky
                  acknowledges that, pursuant to anti-money laundering laws and regulations
                  within the relevant jurisdictions, CME Ltd. may be required to
                  collect further documentation verifying Kolomoisky's identity and
                  the
                  source of funds used to purchase the Shares before, and from time
                  to time
                  after, acceptance by CME Ltd. of this Agreement.  To comply
                  with applicable anti-money laundering laws and regulations, all
                  payments
                  and contributions by Kolomoisky to CME Ltd. and all payments and
                  distributions to Kolomoisky from CME Ltd. will only be made in
                  Kolomoisky's name and to and from a bank account of a bank based
                  or
                  incorporated in or formed under the laws of the United States or
                  a bank
                  that is registered in Bermuda or that is regulated in and either
                  based or
                  incorporated in or formed under the laws of the United States or
                  another
                  "Approved Country" and that is not a "foreign shell bank" within
                  the
                  meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as
                  amended, and the regulations promulgated thereunder by the U.S.
                  Department
                  of the Treasury, as such regulations may be amended from time to
                  time.

              


      

       

      
        	
                 

              	
                (b)

              	
                Kolomoisky
                  also acknowledges that (i) CME Ltd. may be required to
                  comply with all applicable anti-money laundering laws, including
                  the U.K.
                  Proceeds of Crime Act 2003, Terrorism Act 2000 and Money Laundering
                  Regulations 2003 and (ii) CME Ltd. may be required to
                  comply with the anti-money laundering rules of the SEC, the NASDAQ
                  and/or
                  the Prague Stock Exchange (the legislation and rules referred to
                  in (a)
                  and (b) being collectively referred to as the "Anti-Money
                  Laundering Laws").

              


      

       

      
        	
                 

              	
                (c)

              	
                Kolomoisky
                  agrees to provide CME Ltd. at any time while Kolomoisky or any of his
                  Affiliates holds any of the Shares with such information as CME Ltd.
                  determines to be necessary or appropriate to comply with the anti-money
                  laundering laws, rules and regulations of any applicable jurisdiction
                  (including the Anti-Money Laundering Laws), and such information
                  as set
                  out in Schedule 3 to this Agreement, to respond to requests
                  for information concerning the identity of CME Ltd.'s shareholders
                  from any Governmental Authority, self-regulatory organization or
                  financial
                  institution in connection with its anti-money laundering compliance
                  procedures, or to update such information.  In addition, neither
                  Kolomoisky nor any of his Affiliates is a Person identified as
                  a terrorist
                  organization on any relevant lists maintained by an Governmental
                  Authority.

              


      

       

      
        	
                 

              	
                (d)

              	
                If
                  at any time while Kolomoisky or any of his Affiliates holds any
                  of the
                  Shares, the representations and warranties set forth in
                  Clause 4.11 shall cease to be true, Kolomoisky shall promptly
                  so notify CME Ltd. in writing.

              



        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

      

       

      
        	
                7.

              	
                APPOINTMENT
                  TO THE BOARD OF DIRECTORS

              


      

       

      
        	
                7.1

              	
                Appointment
                  as a Director

              


      

       

      
        	
                 

              	
                (a)

              	
                Kolomoisky
                  acknowledges that the Board of Directors of CME Ltd. has appointed
                  Mr. Kolomoisky to the Board of Directors and such appointment shall
                  be
                  effective on the Closing Date.

              


      

       

      
        	
                 

              	
                (b)

              	
                Kolomoisky
                  acknowledges that in the event he does not qualify as an independent
                  director under the NASDAQ Marketplace Rules, such appointment may
                  be
                  deferred until such time as CME Ltd. is in compliance with the NASDAQ
                  Marketplace Rules.  In the event an additional independent
                  director is required at the time Kolomoisky is to be appointed
                  to the
                  Board of Directors, CME Ltd. agrees that it shall use commercially
                  reasonable efforts to identify and appoint a suitably qualified
                  independent director.

              


      

       

      
        	
                7.2

              	
                Observer
                  Rights

              


      

       

      If
        Kolomoisky is not appointed to the Board of Directors on the Closing Date
        or if
        he thereafter has resigned from the Board of Directors, the Board of Directors,
        acting on behalf of CME Ltd., shall procure that, subject to
Clause 7.3, Kolomoisky shall have the right to attend any or all
        meetings of the Board of Directors as an observer (except where such attendance
        is not allowed by law or not recommended on the advice of counsel to
        CME Ltd.); provided that Kolomoisky's right to attend the meetings
        of the Board of Directors as an observer shall terminate upon his right to
        appointment as a director being terminated pursuant to
Clause 7.3.  While acting as an observer, Kolomoisky shall
        be treated as a fiduciary of CME Ltd. to the same extent as if he were
        serving as a director.

       

      
        	
                7.3

              	
                Termination
                  of Directorship or Observer
                  Rights

              


      

       

      Kolomoisky's
        appointment or right to appointment to the Board of Directors of CME Ltd.,
        or his right to attend meetings of the Board of Directors of CME Ltd. as an
        observer, as applicable, shall terminate on the earlier of:

       

      
        	
                 

              	
                (a)

              	
                the
                  date on which the number of Shares issued to Kolomoisky hereunder
                  that are
                  held by him or an Affiliate who obtained such Shares in accordance
                  with
                  Clause 6.1 is less than 2.0% of the total issued and
                  outstanding shares of Class A Common Stock and Class B Common Stock
                  of
                  CME Ltd.; and

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (b)

              	
                the
                  date on which Kolomoisky is disqualified to serve as a director
                  pursuant
                  to the Bye-laws of CME Ltd. or any applicable law,unless the Board of
                  Directors of CME Ltd. (excluding the vote of Kolomoisky, if
                  applicable) elects to extend such right to appointment or right
                  to attend
                  meetings as an observer for a longer period of time.  Following
                  a termination event pursuant to this Clause 7.3, Kolomoisky
                  hereby authorizes CME Ltd. to date and deliver the resignation letter
                  provided pursuant to
Clause 3.3(d).

              


      

       

      
        	
                7.4

              	
                Compliance
                  with Law and Obligations

              


      

       

      
        	
                 

              	
                (a)

              	
                Kolomoisky
                  acknowledges that the obligations of CME Ltd. under this
                  Clause 7 are subject to requirements of law and the Bye-laws,
                  the Code of Conduct and Ethics, and the other policies and regulations
                  of
                  CME Ltd. and its Affiliates.

              


      

       

      
        	
                 

              	
                (b)

              	
                Nothing
                  in this Agreement is intended, and this Agreement shall not have
                  the
                  effect, to excuse Kolomoisky from the performance of his fiduciary
                  duties
                  and other obligations as a member of the Board of Directors or
                  an observer
                  at its meetings or complying with applicable law or the Bye-laws,
                  the Code
                  of Conduct and Ethics, and the other policies and regulations of
                  CME Ltd. and its Affiliates; and Kolomoisky shall not, whether
                  pursuant to this Agreement or otherwise, represent or purport to
                  represent
                  CME Ltd. or its Affiliates without the express authorization of the
                  Board of Directors.

              


      

       

      
        	
                 

              	
                (c)

              	
                Nothing
                  in this Agreement is intended, and this Agreement shall not have
                  the
                  effect, to limit the ability of the Board of Directors to take
                  any action
                  that it believes to be in the best interests of CME Ltd. or otherwise
                  required in the performance of the fiduciary duties and other obligations
                  of its members; and nothing in this Agreement shall restrict the
                  rights of
                  CME Ltd.'s shareholders to remove and elect directors in accordance
                  with applicable law and the Bye-laws of
                  CME Ltd.

              


      

       

      
        	
                8.

              	
                ADDITIONAL
                  AGREEMENTS

              


      

       

      
        	
                8.1

              	
                Further
                  Assurances

              


      

       

      The
        Parties agree that, from and after the Closing Date, each of them shall,
        and
        shall cause their respective Affiliates to, execute and deliver such further
        instruments of conveyance and transfer and take such other action as may
        be
        reasonably requested by any Party to carry out the purposes and intents
        hereof.  The provisions of this Clause 8.1 shall survive
        the Closing.


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        	
                8.2

              	
                Notifications

              


      

       

      Until
        the
        earlier of the Termination Date and the Closing, each Party shall promptly
        notify the other Party in writing of any fact, change, condition, circumstance
        or occurrence or non-occurrence of any event of which it is aware that will
        or
        is reasonably likely to result in any of the Conditions Precedent becoming
        incapable of being satisfied; provided, however, that the delivery
        of any notice pursuant to this Clause 8.2 shall not limit or
        otherwise affect the remedies available hereunder to the Party receiving
        such
        notice.

       

      
        	
                9.

              	
                CONDITIONS
                  PRECEDENT TO CLOSING

              


      

       

      The
        obligations of CME Ltd. to issue the Shares and consummate the transactions
        contemplated by this Agreement shall be subject to the fulfilment (or written
        waiver by CME Ltd.), at or prior to the Closing, of each of the following
        conditions:

       

      
        	
                 

              	
                (a)

              	
                Kolomoisky
                  and his Affiliates shall have performed and complied in all material
                  respects with the covenants and agreements required to be performed
                  or
                  complied with by such Person on or prior to the Closing Date pursuant
                  to
                  this Agreement, to be confirmed by a closing certificate executed
                  and
                  delivered by Kolomoisky on the Closing Date in the form attached
                  hereto as
                  Schedule 2;

              


      

       

      
        	
                 

              	
                (b)

              	
                all
                  of the representations and warranties of Kolomoisky contained herein
                  and
                  in the Registration Rights Agreement shall have been true and correct
                  in
                  all material respects when given and shall remain true and correct
                  in all
                  material respects on and as of the Closing Date, to be confirmed
                  by a
                  closing certificate executed and delivered by Kolomoisky on the
                  Closing
                  Date in the form attached hereto as Schedule
                  2;

              


      

       

      
        	
                 

              	
                (c)

              	
                any
                  and all information requested pursuant to Clause 6.4 shall
                  have been provided to CME Ltd.;
                  and

              


      

       

      
        	
                 

              	
                (d)

              	
                Consummation
                  of the transactions contemplated hereby and by the Registration
                  Rights
                  Agreement shall not have been restrained, enjoined or otherwise
                  prohibited
                  or made illegal by any applicable Law, including any Order; and
                  no such
                  Law or Order that would have such an effect shall have been threatened
                  promulgated, entered, issued or determined by any court or other
                  Governmental Authority to be applicable to this
                  Agreement.

              


      


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      
        	
                10.

              	
                TERMINATION

              


      

       

      
        	
                10.1

              	
                Termination
                  of Agreement

              


      

       

      This
        Agreement shall be terminated as follows (each such date, as applicable,
        the
        "Termination Date"):

       

      
        	
                 

              	
                (a)

              	
                This
                  Agreement may be terminated at any time prior to the Closing Date
                  by the
                  written consent of both Parties.

              


      

       

      
        	
                 

              	
                (b)

              	
                This
                  Agreement may also be terminated by any Party at any time after
                  September 30, 2007 if the Closing has not occurred by such
                  date.

              


      

       

      
        	
                10.2

              	
                Survival

              


      

       

      Any
        termination or expiry of this Agreement shall be without prejudice to any
        rights
        accruing prior to such termination.  Clauses 1, 10,
12, 13, 14 and 15 shall survive
        termination of this Agreement.

       

      
        	
                11.

              	
                INDEMNIFICATION

              


      

       

      
        	
                11.1

              	
                Indemnification

              


      

       

      
        	
                 

              	
                (a)

              	
                Kolomoisky
                  covenants and agrees to defend, indemnify and hold harmless each
                  of
                  CME Ltd., its Affiliates and their respective officers, directors,
                  employees, agents, advisers, representatives and successors and
                  assigns
                  from and against any and all liabilities, obligations, losses,
                  fines,
                  costs, expenses, claim, action, suit, arbitration, inquiry, proceeding
                  or
                  investigation by or before any Governmental Authority, deficiencies
                  or
                  damages (whether absolute, accrued, conditional or otherwise, and
                  whether
                  or not resulting from third-party claims), including interest and
                  penalties with respect thereto and out-of-pocket expenses and reasonable
                  attorneys' and accountants' fees and expenses incurred in the
                  investigation or defense of any of the same or in asserting, preserving
                  or
                  enforcing any of their respective rights hereunder or under the
                  Registration Rights Agreement (collectively, "Losses"),
                  resulting from or arising out of:  (i) any
                  inaccuracy of any representation or warranty when made or deemed
                  made by
                  Kolomoisky herein; or (ii) any failure by Kolomoisky to
                  perform any covenant or agreement hereunder or to fulfil any other
                  obligation in respect hereof.

              


      

       

      
        	
                 

              	
                (b)

              	
                CME Ltd.
                  covenants and agrees to defend, indemnify and hold harmless each
                  of
                  Kolomoisky, his Affiliates and their respective officers, directors,
                  employees, agents, advisers, representatives, successors and assigns
                  from
                  and against any and all Losses resulting from or arising out of
                  (i) any inaccuracy of any representation or warranty when made
                  or deemed made by CME Ltd. herein; or (ii) any failure by
                  CME Ltd. to perform any covenant or agreement hereunder or to fulfil
                  any other obligation in respect
                  hereof.

              



        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

      

       

      
        	
                 

              	
                (c)

              	
                For
                  all purposes of this Clause 11, "Losses" shall be net of any
                  insurance or other recoveries payable to the Indemnified Party
                  or its
                  Affiliates in connection with the facts giving rise to the right
                  of
                  indemnification.

              


      

       

      
        	
                 

              	
                (d)

              	
                Notwithstanding
                  any provisions hereof to the contrary, CME Ltd. and its Affiliates
                  shall not be liable for any Losses resulting from or arising out
                  of
                  Kolomoisky's disqualification or removal from the Board of Directors
                  made
                  in accordance with Clause 7.3 or Clause 7.4(c)
                  hereof.

              


      

       

      
        	
                11.2

              	
                Indemnification
                  Procedures

              


      

       

      In
        the
        case of any claim asserted by a third-party against a party entitled to
        indemnification under this Agreement (the "Indemnified Party"),
        notice shall be given by the Indemnified Party to the party required to provide
        indemnification (the "Indemnifying Party") promptly after such
        Indemnified Party has actual knowledge of any claim as to which indemnity
        may be
        sought, and the Indemnified Party shall permit the Indemnifying Party (at
        the
        expense of such Indemnifying Party) to assume the defense of any claim or
        any
        litigation resulting therefrom, provided that (i) counsel for
        the Indemnifying Party who shall conduct the defense of such claim or litigation
        shall be reasonably satisfactory to the Indemnified Party, and the Indemnified
        Party may participate in such defense at such Indemnified Party's expense
        and
        (ii) the failure of any Indemnified Party to give notice as provided
        herein shall not relieve the Indemnifying Party of its indemnification
        obligation under this Agreement, except to the extent that such failure results
        in a lack of actual notice to the Indemnifying Party and such Indemnifying
        Party
        is materially prejudiced as a result of such failure to give
        notice.

       

      
        	
                12.

              	
                CONFIDENTIALITY

              


      

       

      
        	
                12.1

              	
                Obligation

              


      

       

      The
        Parties acknowledge and agree that they (whether acting by themselves or
        through
        their respective legal advisers, directors, officers, servants or agents
        or any
        of them or through any company or howsoever) shall keep confidential and
        shall
        not provide a copy of this Agreement or disclose, disseminate and/or publicize,
        or cause or permit to be disclosed, disseminated and/or publicized, any of
        the
        terms and conditions of this Agreement, and/or the existence of any and all
        of
        the circumstances leading to this Agreement (save for the fact that Kolomoisky
        has obtained Shares and has been appointed to the Board of Directors), to
        any
        individual and/or entity not a Party to this Agreement (other than Boris
        Fuchsmann and Aleksandr Rodnyansky), except to the extent described
        below:


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (a)

              	
                in
                  response to an order of a court of competent jurisdiction, or in
                  response
                  to an appropriate subpoena or discovery request issued in the course
                  of
                  litigation;

              


      

       

      
        	
                 

              	
                (b)

              	
                in
                  response to an inquiry or order issued by a Governmental Authority
                  or
                  supra-governmental agency of competent
                  jurisdiction;

              


      

       

      
        	
                 

              	
                (c)

              	
                to
                  the extent necessary to report income to appropriate taxing authorities
                  and/or to contest the imposition of any tax by appropriate taxing
                  authorities;

              


      

       

      
        	
                 

              	
                (d)

              	
                to
                  such Parties' respective accountants and legal advisers and to
                  any broker
                  or insurer or relevant reinsurer or retrocessionaire in all cases
                  (other
                  than disclosure to legal advisers) as may be required by contract
                  and/or
                  by Law;

              


      

       

      
        	
                 

              	
                (e)

              	
                in
                  connection with any litigation or arbitration proceedings between
                  the
                  Parties relating to this Agreement or the Registration Rights Agreement;
                  and

              


      

       

      
        	
                 

              	
                (f)

              	
                to
                  the extent required or (on advice of counsel) appropriate in order
                  to
                  comply with applicable Law or stock exchange
                  rules.

              


      

       

      In
        the
        event disclosure is necessary pursuant to any of the clauses above, the
        disclosing Party shall (to the extent permitted by applicable Law) apprise
        the
        third party to whom such disclosure is made of the confidential nature of
        the
        information and said disclosing Party shall use its reasonable and good faith
        efforts to secure the confidentiality of the information provided to any
        third
        party.

       

      
        	
                12.2

              	
                Public
                  Domain

              


      

       

      The
        requirements of Clause 12.1 shall not apply to any information or
        data to the extent such information has already entered the public domain
        (provided always that it has not entered the public domain by reason of
        the disclosing party's breach of this Agreement).

       

      
        	
                12.3

              	
                Public
                  Announcements

              


      

       

      
        Prior
          to
          the Closing Date, neither Party nor any of their respective Affiliates
          or
          Representatives shall issue any press release or public statement concerning
          this Agreement or the transactions contemplated hereby without obtaining
          the
          prior written approval of the other Party, unless such disclosure is required
          by
          applicable Law or by any obligation pursuant to the requirements of any
          national
          securities exchange or association.

      

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      
        	
                13.

              	
                ASSIGNMENT

              


      

       

      Except
        as
        expressly provided herein, none of the rights of the Parties under this
        Agreement may be assigned or transferred without the prior written consent
        of
        the other Parties.

       

      
        	
                14.

              	
                MISCELLANEOUS

              


      

       

      
        	
                14.1

              	
                Expenses

              


      

       

      Except
        as
        otherwise set forth in this Agreement or as provided in the Registration
        Rights
        Agreement, each of CME Ltd. and Kolomoisky shall bear its own expenses
        incurred in connection with the negotiation and execution of this Agreement
        and
        each other agreement, document and instrument contemplated by this Agreement
        and
        the consummation of the transactions contemplated hereby and
        thereby.  Notwithstanding anything to the contrary contained herein,
        all stamp, documentary or similar transfer Taxes or fees imposed by any Taxing
        Authority in respect of the issuance or sale of the Shares shall be borne
        one
        hundred percent (100%) by Kolomoisky.

       

      
        	
                14.2

              	
                Modification;
                  Waiver; Severability

              


      

       

      Except
        as
        specifically provided herein, this Agreement may be modified only by a written
        instrument executed by the Parties.  If any provision of this
        Agreement is held to be unenforceable for any reason, the Parties shall,
        acting
        in good faith and using best endeavours, seek to agree adjustments to such
        provision, so that such provision is not avoided and in order to achieve
        the
        intent of the Parties to this Agreement to the extent possible.  In
        any event, the invalidity or unenforceability of any provision of this Agreement
        in any jurisdiction shall not affect the validity or enforceability of this
        Agreement, including that provision, in any other competent
        jurisdiction.

       

      
        	
                14.3

              	
                Third
                  Party Rights

              


      

       

      The
        Parties agree that for the purposes of the Contracts (Rights of Third Parties)
        Act 1999 Act, nothing in this Agreement confers or purports to confer any
        right
        to enforce any of its terms on any person who is not a party to
        it.


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      
        	
                14.4

              	
                Entire
                  Agreement

              


      

       

      This
        Agreement together with the Registration Rights Agreement and the documents
        herein and therein referred to constitute the entire agreement among the
        Parties
        with respect to the subject matter hereof and the entire agreement relating
        to
        Kolomoisky's subscription for Shares and participation as a member of or
        observer to the Board of Directors, provided that this
Clause 14.4 shall in no event have the effect to exclude liability
        for fraud.

       

      
        	
                14.5

              	
                Preparation

              


      

       

      Each
        Party acknowledges and confirms that the preparation of this Agreement has
        been
        a joint effort of all Parties and counsel for all Parties and that it shall
        not
        be construed for or against any individual Party on the basis solely that
        this
        Agreement or any part thereof was drafted by or on behalf of that
        Party.

       

      
        	
                14.6

              	
                Specific
                  Performance

              


      

       

      Each
        of
        the Parties acknowledges and agrees that a breach by any Party of any of
        the
        terms of this Agreement is likely to result in irreparable and continuing
        damage
        to the other Party for which there may or will be no adequate remedy at law,
        and
        that in the event of such breach, the non-breaching Party shall be entitled
        to
        apply for injunctive relief and/or a decree for specific performance and
        such
        other and further relief as may be appropriate.

       

      
        	
                14.7

              	
                Notices

              


      

       

      All
        notices and other communications made in connection with this Agreement shall
        be
        in writing.  Any notice or other communication in connection herewith
        shall be deemed duly delivered and given to any Party one Business Day after
        it
        is sent by fax, confirmed by letter sent by a reputable express courier service,
        in each case, to the regular mail addresses and fax numbers set forth below
        or
        to such other regular mail address and/or fax number as may be specified
        in
        writing to the other Parties:

       

      if
        to
        CME Ltd.:

      CME
         Ltd.

      c/o
        CME
        Development Corporation

      81
        Aldwych

      London
        WC2B 4HN

      United
        Kingdom

      Attn:
        General Counsel


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      Tel.:
        +
        44 207 430 5430

      Fax:
        + 44
        207 430 5403

       

      if
        to
        Kolomoisky:

       

      Igor
        Kolomoisky

      42b
        Naberezhnaya Pobedy Str.

      Dnepropetrovsk

      Ukraine

      Tel./Fax:
        + 380 562 390812

       

      Any
        Party
        may give any notice or other communication in connection herewith using any
        other means (including personal delivery, messenger service, facsimile, telex
        or
        regular mail), but no such notice or other communication shall be deemed
        to have
        been duly delivered and given unless and until it is actually received by
        the
        individual for whom it is intended.

       

      
        	
                14.8

              	
                Counterparts

              


      

       

      This
        Agreement may be executed in several counterparts, each of which shall be
        deemed
        an original and all of which shall together constitute one and the same
        agreement.

       

      
        	
                15.

              	
                GOVERNING
                  LAW AND ARBITRATION

              


      

       

      
        	
                15.1

              	
                Governing
                  Law

              


      

       

      This
        Agreement is governed by and shall be construed in accordance with English
        law.

       

      
        	
                15.2

              	
                Arbitration

              


      

       

      
        	
                 

              	
                (a)

              	
                General.  Any
                  dispute, controversy or claim arising out of or relating to this
                  Agreement, including any question regarding its existence, validity,
                  interpretation, breach, performance or termination, shall be finally
                  resolved by arbitration in accordance with the then existing Rules
                  of
                  Arbitration of the London Court of International Arbitration (the
                  "LCIA Rules"), which are deemed to be incorporated by
                  reference into this Clause 15.2, except to the extent modified
                  hereby.  The tribunal shall consist of one arbitrator, who shall
                  be either a retired judge, Queen's Counsel or a partner of a major
                  international law firm.  Subject to the provisions of
                  Clause 15.2(b), the Parties agree to seek to reach agreement
                  on the identity of the sole arbitrator within 10 days after the
                  initiation
                  of arbitration.  If the Parties are unable to reach agreement on
                  the sole arbitrator within that 10-day period, then the appointment
                  of the
                  sole arbitrator shall be made by the LCIA Court.  In a
                  multi-party dispute the tribunal shall be appointed by the LCIA
                  Court,
                  unless the parties to such arbitration agree in writing that, for
                  the
                  purposes of Article 8.1 of the LCIA Rules, the disputant parties
                  represent
                  two separate sides for the formation of the tribunal as claimant
                  and
                  respondent respectively.  Any party to a dispute shall have the
                  right to apply to any court of competent jurisdiction for interim
                  relief
                  necessary to preserve the party's rights, including pre-arbitration
                  attachments or injunctions, until the tribunal is appointed, after
                  which
                  the tribunal shall have exclusive jurisdiction to consider applications
                  for interim relief.

              



        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        

      

       

      
        	
                 

              	
                (b)

              	
                Seat
                  and Language.  The seat of the arbitration shall be London,
                  England.  The language of the arbitration shall be English
                  except that any party to the arbitration may submit testimony or
                  documentary evidence in Ukrainian or Russian and shall, at the
                  request of
                  any other party to the arbitration, furnish a translation or
                  interpretation of any such evidence into
                  English.

              


      

       

      
        	
                 

              	
                (c)

              	
                Related
                  Disputes.  If any dispute arising out of or relating to this
                  Agreement (hereinafter referred to as a "Related
                  Dispute") raises issues which are substantially the same as or
                  connected with issues raised in another dispute which has already
                  been
                  referred to arbitration under this Agreement or the Registration
                  Rights
                  Agreement (an "Existing Dispute"), the tribunal appointed
                  or to be appointed in respect of any such Existing Disputes shall
                  also be
                  appointed as the tribunal in respect of any such Related
                  Dispute.  Where, pursuant to the foregoing provisions, the same
                  tribunal has been appointed in relation to two or more disputes
                  (i.e., an
                  Existing Dispute and a Related Dispute), the tribunal may, with
                  the
                  agreement of all the parties concerned or upon the application
                  of one of
                  the parties, being a party to each of the disputes, order that
                  the whole
                  or part of the matters at issue shall be heard together upon such
                  terms or
                  conditions as the tribunal thinks fit.  The tribunal shall have
                  power to make such directions and any interim or partial award
                  as it
                  considers just and desirable.

              



        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

        

      

       

      EXECUTED
        AND DELIVERED AS A DEED by IGOR
        KOLOMOISKY

      


      
        	
                Signature:
                  /s/ Igor Kolomoisky

              	
                Witness:
                  /s/ Larissa Chertok

              
	
                Name:
                  Igor Kolomoisky

              	
                Name:
                  Larissa Chertok

              
	
                Date:
                  24.08.2007

              	
                Title:

              
	 	
                Date:
                  24.08.2007

              


      

      


      EXECUTED
        AND DELIVERED AS A DEED by CENTRAL EUROPEAN MEDIA ENTERPRISES
        LTD.

      


      
        	
                Signature:
                  /s/ Michael Garin

              	
                Witness:

              
	
                Name:
                  Michael Garin

              	
                Name:

              
	
                Title:
                  Chief Executive Officer

              	
                Title:

              
	
                Date:
                  24/08/07

              	
                Date:

              


      


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      


      Schedule
        1

      


      Closing
        Notice

      


      To:
        Central European Media Enterprises Ltd.
        ("CME Ltd.")

      


      Date:
        ______ __, 2007

      


      Dear
        Sirs:

      


      With
        reference to the Subscription Agreement, dated August 24, 2007 (the
        "Subscription Agreement"), between CME Ltd. and myself, I
        hereby certify that the Conditions Precedent are satisfied in accordance
        with
Clause 9 of the Subscription Agreement, and I am ready to proceed
        with the Closing.  In accordance with the Subscription Agreement, the
        Closing will take place on [date five Business Days after the date of this
        Closing Notice], and on such date I will:

      


      
        	
                 

              	
                ·

              	
                deliver
                  to you each of the documents referred to in Clause 3.3 of the
                  Subscription Agreement; and

              


      

      


      
        	
                 

              	
                ·

              	
                transfer
                  the Share Consideration in the amount of US$110,000,000 to CME Ltd.
                  in immediately available funds at the account previously designated
                  by
                  you.

              


      

      


      


      Yours
        faithfully,

      


      
        	
                 

              	 
	
                Igor
                  Kolomoisky

              	 


      


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      


      Schedule
        2

      


      Kolomoisky
        Closing Certificate

      


      To:
        Central European Media Enterprises Ltd.
        ("CME Ltd.")

      


      Date:______
        __, 2007

      


      Dear
        Sirs:

      


      This
        certificate is provided in connection with and pursuant to the Subscription
        Agreement, dated August 24, 2007 (the "Subscription
        Agreement"), between CME Ltd. and myself.  Terms not
        defined herein have the meanings set forth in the Subscription
        Agreement.  Pursuant to the Subscription Agreement, I hereby certify
        as follows:

      


      
        	
                1.

              	
                Each
                  of the Conditions Precedent have been satisfied in accordance with
                  Clause 9 of the Subscription
                  Agreement.

              


      

      


      
        	
                2.

              	
                Kolomoisky
                  and his Affiliates have performed and complied in all material
                  respects
                  with the covenants and agreements required to be performed or complied
                  with by such Persons on or prior to the date hereof pursuant to
                  the
                  Subscription Agreement.

              


      

      


      
        	
                3.

              	
                All
                  of the representations and warranties of Kolomoisky contained in
                  the
                  Subscription Agreement were true and correct in all material respects
                  when
                  given and remain true and correct in all material respects on and
                  as of
                  the date hereof.

              


      

      


      
        	
                4.

              	
                This
                  certificate is irrevocable.

              


      

      


      
        
          	
                  5.

                	
                  The
                    provisions of Clauses4 (Representations and
                    Warranties of Kolomoisky), 12 (Confidentiality),
                    13 (Assignment) and
                    14 (Miscellaneous) of the Subscription Agreement are
                    repeated herein mutatis
                    mutandis.

                


        

      

      


      
        	
                6.

              	
                This
                  certificate is governed by and shall be construed in accordance
                  with
                  English law.

              


      

      


      Yours
        faithfully,

      


      
        	
                 

              	 
	
                Igor
                  Kolomoisky

              	 


      


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


      Schedule
        3

      


      Anti-Money
        Laundering Identification Verification

      


      Please
        provide:

      


      
        	
                 

              	
                (a)

              	
                name(s)
                  used;

              


      

      


      
        	
                 

              	
                (b)

              	
                current
                  permanent address including
                  postcode;

              


      

      


      
        	
                 

              	
                (c)

              	
                date
                  of birth;

              


      

      


      
        	
                 

              	
                (d)

              	
                a
                  certified copy of your current passport (or national identity card);
                  and

              


      

      


      
        	
                 

              	
                (e)

              	
                a
                  copy of a recent utility bill at your place of
                  residence.

              


      

      

        
          
            
            

          

          
            27

            
              

            

          

          
            
            

          

        

      

       

      Schedule
        4

      


      Registration
        Rights Agreement

       

      
        
          
            
            

          

          
            28

            
              

            

          

          
            
            

          

        

      

      


      Schedule
        5

      


      Resignation
        Letter

      


      Date:
        _____________

      


      To:
        Central European Media Enterprises Ltd.
        ("CME Ltd.")

      


      


      Dear
        Sirs:

      


      I
        hereby
        resign as a member of the Board of Directors of CME Ltd., effective as of
        the date first written above.

      


      


      Yours
        faithfully,

      


      
        	
                 

              	 
	
                Igor
                  Kolomoisky

              	 


      

       

    

     

    29