ex4_03.htm


    
      

    

    EXHIBIT
      4.03

     

    
      REGISTRATION
        RIGHTS AGREEMENT

       

      THIS
        REGISTRATION RIGHTS AGREEMENT, dated as of August 24, 2007 (this
“Agreement”), is made by CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., a
        company formed under the laws of Bermuda (the “Company”), and Igor
        Kolomoisky, a citizen of Israel, residing at St. Galey Thelet 48, Herzeliya,
        Israel, 44640 with passport no. 10905729, issued on October 2, 2005 (the
        “Purchaser”).

       

      W
        I T N E S S E T H:

       

      WHEREAS,
        pursuant to a Subscription Agreement, dated August 24, 2007, between the
        Company
        and the Purchaser (the “Subscription Agreement”), the Company has agreed
        to issue to the Purchaser an aggregate of 1,275,227 (one million two hundred
        seventy-five thousand two hundred twenty-seven) shares (the “Shares”) of
        Class A common stock of the Company, $0.08 par value per share (the “Common
        Stock”), in accordance with the terms of the Subscription
        Agreement.

       

      WHEREAS,
        to induce the Purchaser to execute and deliver the Subscription Agreement,
        the
        Company has agreed to provide to the Purchaser and its permitted assigns
        certain
        registration rights under the United States Securities Act of 1933, as amended
        (the “Securities Act”), and applicable state securities laws;
        and

       

      WHEREAS,
        this Agreement together with the Subscription Agreement are hereinafter
        collectively referred to as the “Share Transaction
        Documents”.

       

      NOW,
        THEREFORE, in consideration of the foregoing premises and other good
        and valuable consideration, the Company and the Purchaser hereby agree as
        follows:

       

      
        	
                1.

              	
                Definitions.

              


      

       

      As
        used
        in this Agreement, the following terms shall have the following
        meanings:

       

      
        	
                 

              	
                (a)

              	
                “Affiliate”
                  of a Party means any person that directly or indirectly through
                  one or
                  more intermediaries, controls, is controlled by, or is under common
                  control with, such person, and in respect of the Purchaser, also
                  means
                  another person acting at the direction of the Purchaser. 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.

              


      

       

      
        	
                 

              	
                (b)

              	
                “Claims”
                  shall have the meaning ascribed to it in Section
                  6(a).

              


      

       

      
        	
                 

              	
                (c)

              	
                “Demand”
                  shall have the meaning ascribed to it in Section
                  2(a).

              


      

       

      
        	
                 

              	
                (d)

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

              


      

       

      
        	
                 

              	
                (e)

              	
                “Holder”
                  or “Holders” mean a holder or holders of Registrable
                  Securities.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (f)

              	
                “Indemnified
                  Person” shall have the meaning ascribed to it in Section
                  6(a).

              


      

       

      
        	
                 

              	
                (g)

              	
                “Permitted
                  Transferee” shall mean an Affiliate of the Purchaser to whom shares of
                  Common Stock have been transferred in accordance with Clause 6.1
                  of the
                  Subscription Agreement.

              


      

       

      
        	
                 

              	
                (h)

              	
                “Register,”
                  “Registered” and “Registration” refer to a registration
                  effected by preparing and filing a registration statement in compliance
                  with the Securities Act and pursuant to Form S-3 under the Securities
                  Act,
                  and the declaration or ordering of effectiveness of such registration
                  statement by the United States Securities and Exchange Commission
                  (the
                  “SEC”).

              


      

       

      
        	
                 

              	
                (i)

              	
                “Registrable
                  Securities” shall mean (i) the Shares;
                  (ii) securities issued or issuable upon any stock split, stock
                  dividend, recapitalization or similar event with respect to the
                  Shares;
                  and (iii) any other security issued as a dividend or other
                  distribution with respect to, in exchange for, or in replacement
                  of, the
                  securities referred to in the preceding
                  clauses.

              


      

       

      
        	
                 

              	
                (j)

              	
                “Registration
                  Demand” shall have the meaning ascribed to it in Section
                  2(a).

              


      

       

      
        	
                 

              	
                (k)

              	
                “Registration
                  Period” shall have the meaning ascribed to it in Section
                  2(c).

              


      

       

      
        	
                 

              	
                (l)

              	
                “Registration
                  Statement” means a registration statement or registration statements
                  of the Company filed under the Securities Act covering Registrable
                  Securities.

              


      

       

      
        	
                 

              	
                (m)

              	
                “Violations”
                  shall have the meaning ascribed to it in Section
                  6(a).

              


      

       

      Capitalized
        terms defined in the introductory paragraph or the recitals to this Agreement
        shall have the respective meanings therein provided.  Capitalized
        terms used herein and not otherwise defined herein shall have the meanings
        set
        forth in the Subscription Agreement.

       

      
        	
                2.

              	
                Mandatory
                  Registration.

              


      

       

      
        	
                 

              	
                (a)

              	
                As
                  set forth below, the Purchaser shall have the right to require
                  the Company
                  to register the resale of Registrable Securities held by such Holder
                  or
                  Holders by making a written request for such registration (the
                  “Registration Demand”). The Purchaser together with any Permitted
                  Transferee may jointly (i) make one Registration Demand at any
                  time from
                  the second anniversary of the Closing Date and ending on the fourth
                  anniversary of the Closing Date for the registration of 100% of
                  all
                  outstanding Registrable Securities (the “Demand”). The Company
                  shall prepare and file with the SEC not later than the 60th
                  day
                  following the Demand a Registration Statement on Form S-3 covering
                  the
                  resale of the applicable number of outstanding Registrable Securities.
                  The
                  Company shall use its commercially reasonable efforts to cause
                  the
                  Registration Statement to be declared effective under the Securities
                  Act
                  as promptly as possible after the filing thereof.  In the event
                  that Form S-3 is unavailable and/or inappropriate for such a registration
                  of the Registrable Securities, the Company shall use such other
                  form or
                  forms as are available and appropriate for such a registration.
                  Notwithstanding anything herein to the contrary, the Company may
                  postpone
                  for up to 60 days the filing or effectiveness of a Registration
                  Statement
                  pursuant to a request under this section if the Company determines
                  in good
                  faith that such registration would be reasonably expected to have
                  an
                  adverse effect on any proposal or plan by the Company to engage
                  in any
                  acquisition of assets, merger, consolidation, tender offer, any
                  other
                  underwritten financing by the Company or similar transaction, or
                  the
                  business, assets, operations, prospects or financial condition
                  of the
                  Company; provided that the Company may not exercise this right more
                  than once in any 12-month period.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (b)

              	
                If
                  at any time beginning on the second anniversary of the Closing
                  Date and
                  prior to the fourth anniversary of the Closing Date, the Company
                  shall
                  propose an underwritten registration of shares of Common Stock
                  for its own
                  account other than a registration statement filed on Form S-4,
                  Form S-8 or
                  such other similar successor forms then in effect under the Securities
                  Act, or a registration relating solely to a Securities Act Rule
                  145
                  transaction, the Company shall:

              


      

       

      
        	
                 

              	
                (i)

              	
                give
                  to the Purchaser written notice thereof at least thirty (30) days
                  prior to
                  the filing of any registration statement relating thereto under
                  the
                  Securities Act;

              


      

       

      
        	
                 

              	
                (ii)

              	
                include
                  in such underwritten registration (and any related qualification under
                  blue sky laws or other compliance), Registrable Securities that
                  have not
                  been previously registered under the Securities Act and as are
                  specified
                  in a written request or requests made within ten (10) business
                  days after
                  receipt of such written notice from the Company by the
                  Purchaser.  If the Purchaser decides not to include all of its
                  Registrable Securities in any underwritten registration thereafter
                  filed
                  by the Company, such Purchaser shall nevertheless continue to have
                  the
                  right to include any Registrable Securities in any subsequent registration
                  statement or registration statements as may be filed by the Company
                  with
                  respect to underwritten offerings of its securities up until the
                  fourth
                  anniversary following the Closing Date, all upon the terms and
                  conditions
                  set forth herein; and

              


      

       

      
        	
                 

              	
                (iii)

              	
                advise
                  the Purchaser that the right of any Purchaser to registration pursuant
                  to
                  Section 2(b) shall be conditioned upon such Purchaser’s participation in
                  such underwriting on the terms provided by the Company and entering
                  into a
                  customary underwriting agreement with the underwriter(s) selected
                  by the
                  Company, and the inclusion of Registrable Securities in the underwriting
                  to the extent provided herein.

              


      

       

      
        	
                 

              	
                (c)

              	
                The
                  Company shall use its best efforts to keep the Registration Statement
                  filed pursuant to Section 2(a) effective at all times until the
                  date on
                  which all of the Registrable Securities have been sold (the
                  “Registration Period”).

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (d)

              	
                Any
                  offering pursuant to a Registration Statement hereunder, shall
                  be an
                  underwritten offering. The Company shall have the right to select
                  an
                  investment banker or bankers and manager or managers to administer
                  the
                  offering and the Purchaser shall enter into an underwriting agreement
                  in
                  customary form with such
                  underwriter.

              


      

       

      
        	
                 

              	
                (e)

              	
                If
                  the Registrable Securities are registered for resale under the
                  Securities
                  Act, the Purchaser shall cease any distribution of such shares
                  under the
                  Registration Statement not more than twice in any 12-month period,
                  for up
                  to an aggregate of 60 days, upon the request of the Company if:
                  (x) such distribution would require the public disclosure of
                  material non-public information concerning any transaction or negotiations
                  involving the Company or any of its Affiliates that, in the good
                  faith
                  judgment of the Company, would materially interfere with such transaction
                  or negotiations, (y) such distribution would otherwise require
                  premature disclosure of information that, in the good faith judgment
                  of
                  the Company, would adversely affect or otherwise be detrimental
                  to the
                  Company or (z) the Company proposes to file a registration statement
                  under
                  the Securities Act for the offering and sale of securities for
                  its own
                  account in an underwritten offering and the managing underwriter
                  therefor
                  shall advise the Company that in its opinion the continued distribution
                  of
                  the Registrable Securities would adversely affect the offering
                  of the
                  securities proposed to be registered for the account of the
                  Company.  The Company shall promptly notify the Purchaser at
                  such time as (i) such transactions or negotiations have been
                  otherwise publicly disclosed or terminated, or (ii) such
                  non-public information has been publicly disclosed or counsel to
                  the
                  Company has determined that such disclosure is not required due
                  to
                  subsequent events.

              


      

       

      
        	
                 

              	
                (f)

              	
                The
                  Company shall permit a single firm of counsel designated by the
                  Purchaser
                  to review such Registration Statement, and all amendments and supplements
                  thereto (as well as all requests for acceleration or effectiveness
                  thereof
                  and any correspondence between the Company and the SEC relating
                  to the
                  Registration Statement) a reasonable period of time prior to their
                  filing
                  with the SEC.  The sections of such Registration Statement
                  covering information with respect to the Purchaser, the Purchaser’s
                  beneficial ownership of securities of the Company or the Purchaser’s
                  intended method of disposition of Registrable Securities shall
                  conform to
                  the information provided to the Company by the
                  Purchaser.

              


      

       

      
        	
                 

              	
                (g)

              	
                If
                  the managing underwriter of an offering pursuant to Section 2(b)
                  determines that marketing factors require a limitation of the number
                  of
                  shares of Common Stock to be underwritten, the managing underwriter
                  may
                  limit the number of Registrable Securities and other securities
                  (if any)
                  to be distributed through such underwriting.  The Company shall
                  so advise the Purchaser of such limitation and the number of shares
                  of
                  Registrable Securities that may be included in the
                  registration.  No such reduction shall reduce the securities
                  being offered by the Company for its own account to be included
                  in the
                  registration and underwriting.

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (h)

              	
                The
                  Company shall have the right to terminate or withdraw any registration
                  initiated by it under Section 2(b) prior to the effectiveness of
                  such
                  registration, whether or not the Purchaser has elected to include
                  securities in such registration.

              


      

       

      
        	
                3.

              	
                Obligations
                  of the Company.

              


      

       

      In
        connection with the registration of the Registrable Securities, the Company
        shall do each of the following:

       

      
        	
                 

              	
                (a)

              	
                Prepare
                  and file with the SEC the Registration Statement required by Section
                  2 of
                  this Agreement and such amendments (including post-effective amendments)
                  and supplements to the Registration Statement and the prospectus(es)
                  used
                  in connection with the Registration Statement, as may be necessary
                  to keep
                  the Registration Statement effective at all times during the Registration
                  Period, and, during the Registration Period, to comply with the
                  provisions
                  of the Securities Act with respect to the disposition of all of
                  the
                  Registrable Securities until such time as all of such Registrable
                  Securities have been disposed of;

              


      

       

      
        	
                 

              	
                (b)

              	
                Promptly
                  furnish, after such Registration Statement is prepared and before
                  such
                  Registration Statement is filed with the SEC, publicly disseminated
                  and
                  distributed and received by the Company, to the Purchaser and its
                  legal
                  counsel, a copy of such Registration Statement, each preliminary
                  prospectus, each final prospectus, and all amendments and supplements
                  thereto and such other documents as the Purchaser may reasonably
                  request
                  in order to facilitate the disposition of its Registrable
                  Securities;

              


      

       

      
        	
                 

              	
                (c)

              	
                As
                  soon as practicable for the Company and its counsel, furnish to
                  the
                  Purchaser and its counsel copies of all correspondence between
                  the Company
                  and the SEC with respect to the Registration Statement or amendment
                  or
                  supplement thereto filed pursuant to this
                  Agreement;

              


      

       

      
        	
                 

              	
                (d)

              	
                Use
                  commercially reasonable efforts to (i) register and qualify
                  the Registrable Securities covered by the Registration Statement
                  under
                  such other securities or blue sky laws, if applicable, of such
                  jurisdictions in the United States of America as the Purchaser
                  or any
                  underwriters in an underwritten offering may reasonably request,
                  (ii) prepare and file in those jurisdictions such amendments
                  (including post-effective amendments) and supplements to such
                  registrations and qualifications as may be necessary to maintain
                  the
                  effectiveness thereof at all times during the Registration Period,
                  (iii) take such other actions as may be necessary to maintain
                  such registrations and qualifications in effect at all times during
                  the
                  Registration Period and (iv) take all other actions necessary
                  or advisable to qualify the Registrable Securities for sale in
                  such
                  jurisdictions, except that the Company shall not for any such purpose
                  be
                  required to qualify generally to do business in any jurisdiction
                  wherein
                  it would not but for the requirements of this subsection (d) be
                  obligated
                  to be so qualified, or to subject itself to taxation in any such
                  jurisdiction, or to consent to general service of process in any
                  such
                  jurisdiction;

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (e)

              	
                List
                  such securities on The Nasdaq Global Select Market, if the Company’s
                  securities are listed on such market, and all the other securities
                  exchanges on which any securities of the Company are then listed,
                  and file
                  any filings required by The Nasdaq Global Select Market and/or
                  such other
                  securities exchanges;

              


      

       

      
        	
                 

              	
                (f)

              	
                Notify
                  the Purchaser and  confirm such advice in writing
                  (i) when or if the prospectus or any prospectus supplement
                  or
                  post-effective amendment has been filed with the SEC, and, with
                  respect to
                  the Registration Statement or any post-effective amendment, when
                  the same
                  has been declared effective by the SEC, (ii) of any request by
                  the SEC for amendments or supplements to the Registration Statement
                  or the
                  prospectus or for additional information, (iii) of the
                  issuance by the SEC of any stop order suspending the effectiveness
                  of such
                  Registration Statement or the initiation of any proceedings for
                  that
                  purpose, (iv) of the receipt by the Company of any
                  notification with respect to the suspension of the qualification
                  of the
                  Registrable Shares for sale in any jurisdiction or the initiation
                  or
                  threatening of any proceeding for such purpose, and (v) of the
                  happening of any event as a result of which the prospectus included
                  in
                  such Registration Statement, as then in effect, includes an untrue
                  statement of a material fact or omits to state a material fact
                  required to
                  be stated therein or necessary to make the statements therein not
                  misleading in the light of the circumstances then
                  existing;

              


      

       

      
        	
                 

              	
                (g)

              	
                If
                  any fact contemplated by clause (v) of paragraph (f), above, shall
                  exist,
                  as promptly as practicable prepare a supplement or post-effective
                  amendment to the Registration Statement or the related prospectus
                  or any
                  document incorporated therein by reference or file any other required
                  document so that, as thereafter delivered to the purchaser of the
                  Registrable Securities, the prospectus shall not contain an untrue
                  statement of material fact or omit to state any material fact necessary
                  to
                  make the statements therein not misleading in light of the circumstances
                  under which they were made;

              


      

       

      
        	
                 

              	
                (h)

              	
                At
                  the request of the Purchaser, furnish on the effective date of
                  the
                  Registration Statement: (i) an opinion dated such date of counsel
                  representing the Company for the purposes of such registration,
                  addressed
                  to the underwriters and to the Purchaser, stating that such Registration
                  Statement has become effective under the Securities Act and that
                  (A) to the best knowledge of such counsel, no stop order
                  suspending the effectiveness thereof has been issued and no proceedings
                  for that purpose have been instituted or are pending or contemplated
                  under
                  the Securities Act and (B) the Registration Statement, the
                  related prospectus and each amendment or supplement thereof comply
                  as to
                  form in all material respects with the requirements of the Securities
                  Act
                  (except that such counsel need not express any opinion as to financial
                  statements or other financial data contained therein); and
                  (ii) a letter dated such date from the Company’s independent
                  public accountants addressed to the underwriters and to the Purchaser,
                  stating that they are independent public accountants within the
                  meaning of
                  the Securities Act and that, in the opinion of such accountants,
                  the
                  financial statements of the Company included in the Registration
                  Statement
                  or the prospectus, or any amendment or supplement thereof, comply
                  as to
                  form in all material respects with the applicable accounting requirements
                  of the Securities Act, and such letter shall additionally cover
                  such other
                  financial matters (including information as to the period ending
                  no more
                  than five business days prior to the date of such letter) with
                  respect to
                  such registration as such underwriters may reasonably
                  request;

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (i)

              	
                Cooperate
                  with the Purchaser to facilitate the timely preparation and delivery
                  of
                  certificates for the Registrable Securities to be offered pursuant
                  to the
                  Registration Statement and to enable such certificates for the
                  Registrable
                  Securities to be in such denominations or amounts, as the case
                  may be, as
                  the Purchaser may reasonably request, and registered in such names
                  as the
                  Purchaser may request; and, within three business days after the
                  Registration Statement which includes Registrable Securities is
                  ordered
                  effective by the SEC, the Company shall deliver, and shall cause
                  legal
                  counsel selected by the Company to deliver, to the transfer agent
                  for the
                  Registrable Securities (with copies to the Purchaser) an appropriate
                  instruction and opinion of such
                  counsel;

              


      

       

      
        	
                 

              	
                (j)

              	
                Enter
                  into customary agreements (including underwriting agreements in
                  customary
                  form, and including provisions with respect to indemnification
                  and
                  contribution in customary form and consistent with the provisions
                  relating
                  to indemnification and contribution contained herein) and take
                  all other
                  customary actions in order to expedite or facilitate the disposition
                  of
                  such Registrable Securities and in connection
                  therewith:

              


      

       

      
        	
                 

              	
                (i)

              	
                make
                  such representations and warranties to the Purchaser and the underwriters,
                  if any, in form, substance and scope as are customarily made by
                  issuers to
                  underwriters in similar underwritten offerings;
                  and

              


      

       

      
        	
                 

              	
                (ii)

              	
                deliver
                  such customary documents and certificates as may be reasonably
                  requested
                  by the Purchaser whose Registrable Securities are being sold or
                  by the
                  underwriters.

              


      

       

      
        	
                4.

              	
                Obligations
                  of the Purchaser to Provide
                  Information.

              


      

       

      In
        connection with the registration of the Registrable Securities, the Purchaser
        shall do each of the following:

       

      
        	
                 

              	
                (a)

              	
                Promptly
                  furnish to the Company the identity of persons authorized to provide
                  information required herein on behalf of the Purchaser and furnish
                  the
                  Company and the underwriter, such information regarding itself,
                  the
                  Registrable Securities held by it and the intended method of disposition
                  of the Registrable Securities held by it as shall be reasonably
                  requested
                  in writing by the Company or an underwriter to effect the registration
                  of
                  such Registrable Securities, and execute any and all such questionnaires,
                  powers of attorney, indemnities, underwriting agreements and other
                  documents in connection with such registration as the Company or
                  an
                  underwriter or the legal counsel of either may reasonably
                  request.  At least ten business days prior to the first
                  anticipated filing date of the Registration Statement, the Company
                  shall
                  notify the Purchaser in writing of the information the Company
                  requires of
                  the Purchaser to be included in the Registration Statement.  The
                  Purchaser shall give sufficient notice to the Company before selling
                  any
                  Registrable Securities so that the Company may prepare and file
                  any
                  necessary post-effective amendments to the Registration Statement
                  or such
                  additional filings as shall be necessary or desirable;
                  and

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (b)

              	
                Enter
                  into customary agreements (including underwriting agreements in
                  customary
                  form, and including provisions with respect to indemnification
                  and
                  contribution in customary form and consistent with the provisions
                  relating
                  to indemnification and contribution contained herein) and take
                  all other
                  customary and appropriate actions in order to expedite or facilitate
                  the
                  disposition of such Registrable Securities and in connection
                  therewith:

              


      

       

      
        	
                 

              	
                (i)

              	
                make
                  such representations and warranties to the Company and the underwriters,
                  if any, in form, substance and scope as are customarily made by
                  selling
                  shareholders to underwriters in similar underwritten offerings;
                  and

              


      

       

      
        	
                 

              	
                (ii)

              	
                deliver
                  such customary documents and certificates as may be reasonably
                  requested
                  by the Company or the underwriters.

              


      

       

      
        	
                5.

              	
                Expenses
                  of Registration.

              


      

       

      All
        expenses and fees, including, without limitation, all registration, listing,
        and
        qualification fees, printing and accounting fees, and the fees and disbursements
        of counsel and auditors for the Company shall be borne by the Company other
        than
        the Purchaser’s underwriting discounts or commissions and its legal fees,
        incurred in connection with registration, filings or qualifications pursuant
        to
        Section 4.

       

      
        	
                6.

              	
                Indemnification.

              


      

       

      In
        the
        event any Registrable Securities are included in a Registration Statement
        under
        this Agreement:

       

      
        	
                 

              	
                (a)

              	
                The
                  Company will indemnify and hold harmless the Purchaser, its officers,
                  directors, members, partners and shareholders, and each person,
                  if any,
                  who controls the Purchaser within the meaning of the Securities
                  Act (each,
                  an “Indemnified Person”), against any losses, claims, damages or
                  liabilities (joint or several) incurred (collectively, “Claims”) to
                  which any of them may become subject under the Securities Act,
                  the
                  Exchange Act or otherwise, insofar as such Claims (or actions or
                  proceedings, whether commenced or threatened, in respect thereof)
                  arise
                  out of or are based upon: (i) any untrue statement or alleged
                  untrue statement of a material fact contained in the Registration
                  Statement or any post-effective amendment thereof or the omission
                  or
                  alleged omission to state therein a material fact required to be
                  stated
                  therein or necessary in order to make the statements therein, in
                  light of
                  the circumstances in which they were made, not misleading, or
                  (ii) any violation or alleged violation by the Company of the
                  Securities Act or any state securities laws applicable to the Company
                  (the
                  matters in foregoing clauses (i) through (ii) being, collectively,
                  “Violations”).  The Company shall, subject to the
                  provisions of Section 6(b) below, reimburse the Purchaser, for
                  any
                  reasonable legal fees for one counsel to the Purchaser and other
                  reasonable costs and expenses actually and reasonably incurred
                  by it in
                  connection with the investigation or defense of any such Violation
                  or
                  Claim.  Notwithstanding anything to the contrary contained
                  herein, the indemnification agreement contained in this Section
                  6(a) shall
                  not (i) apply to any Claim arising out of or based upon
                  reliance upon information furnished in writing to the Company by
                  or on
                  behalf of any Indemnified Person for use in connection with the
                  preparation of the Registration Statement or any such amendment
                  thereof or
                  supplement thereto; (ii) be available to the extent that such
                  Claim is based upon a failure of the Purchaser to deliver or to
                  cause to
                  be delivered the prospectus made available by the Company, if such
                  prospectus was timely made available by the Company pursuant to
                  Section
                  3(b) hereof; or (iii) apply to amounts paid in settlement of
                  any Claim if such settlement is effected without the prior written
                  consent
                  of the Company, which consent shall not be unreasonably
                  withheld.  Such indemnity shall remain in full force and effect
                  regardless of any investigation made by or on behalf of the Indemnified
                  Person and shall survive the transfer of the Registrable Securities
                  by the
                  Purchaser pursuant to Section 9.

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (b)

              	
                The
                  Purchaser will indemnify the Company and its officers and directors
                  against any Claims arising out of or based upon a Violation which
                  occurs
                  in reliance upon information furnished in writing to the Company,
                  by or on
                  behalf of the Purchaser through persons duly authorized by the
                  Purchaser
                  and notified to the Company in advance, for use in connection with
                  the
                  preparation of the Registration Statement (including any modifications,
                  amendments or supplements thereto), subject to such limitations
                  and
                  conditions as are applicable to the indemnification provided by
                  the
                  Company in this Section 6; provided, however, that in no
                  event shall any indemnity by the Purchaser under this Section 6
                  exceed the
                  amount of the net proceeds received by the Purchaser in connection
                  with
                  the offering effected through such Registration
                  Statement.

              


      

       

      
        	
                 

              	
                (c)

              	
                Promptly
                  after receipt by an Indemnified Person under this Section 6 of
                  notice of
                  the commencement of any action (including any governmental action),
                  such
                  Indemnified Person shall, if a Claim in respect thereof is to be
                  made
                  against any indemnifying party under this Section 6, deliver to
                  the
                  indemnifying party a written notice of the commencement thereof,
                  and the
                  indemnifying party shall have the right to participate in, and
                  to the
                  extent that the indemnifying party so desires, jointly with any
                  other
                  indemnifying party similarly notified, to assume control of the
                  defense
                  thereof with counsel mutually satisfactory to the indemnifying
                  party and
                  the Indemnified Person; provided, however, that an
                  Indemnified Person shall have the right to retain its own counsel
                  with the
                  reasonable fees and expenses to be paid by the indemnifying party,
                  if, in
                  the reasonable opinion of counsel retained by the indemnifying
                  party, the
                  representation by such counsel of the Indemnified Person and the
                  indemnifying party would be inappropriate due to actual or potential
                  differing interests between such Indemnified Person and any other
                  party
                  represented by such counsel in such proceeding.  In such event,
                  the Company shall pay for only one legal counsel for the Purchaser,
                  and
                  such legal counsel shall be selected by the Purchaser.  If such
                  counsel is assumed, the indemnifying party shall not be subject
                  to any
                  liability for any settlement made by the Indemnified Person without
                  its
                  consent (but such consent will not be unreasonably
                  withheld).  The failure to deliver written notice to an
                  indemnifying party within a reasonable time after the commencement
                  of any
                  such action shall not relieve such indemnifying party of any liability
                  to
                  the Indemnified Person under this Section 6, except to the extent
                  that the
                  indemnifying party is materially prejudiced in its ability to defend
                  such
                  action.  The indemnification required by this Section 6 shall be
                  made by periodic payments of the amount thereof during the course
                  of the
                  investigation or defense, as such expense, loss, damage or liability
                  is
                  incurred and is due and payable.

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (d)

              	
                No
                  indemnifying party, in the defense of any such claim or litigation,
                  shall,
                  except with the consent of each Indemnified Person, consent to
                  entry of
                  any judgment or enter into any settlement which does not include
                  as an
                  unconditional term thereof the giving by the claimant or plaintiff
                  to such
                  Indemnified Person of an unconditional and irrevocable release
                  from all
                  liability in respect of such claim or
                  litigation.

              


      

       

      
        	
                 

              	
                (e)

              	
                Notwithstanding
                  the foregoing, to the extent that any provisions relating to
                  indemnification or contribution contained in the underwriting agreements
                  entered into among the Company, the underwriters and the Purchaser
                  in
                  connection with the underwritten public offering are in conflict
                  with the
                  foregoing provisions, the provisions in such underwriting agreements
                  shall
                  be controlling as to the Registrable Securities included in the
                  public
                  offering.

              


      

       

      
        	
                7.

              	
                Contribution.

              


      

       

      To
        the
        extent any indemnification by an indemnifying party is prohibited or limited
        under applicable law, the indemnifying party agrees in lieu of indemnifying
        the
        Indemnified Person thereunder,  to contribute to the amount paid or
        payable by the Indemnified Person as a result of such loss, claim, damage,
        liability or expense in such proportion as is appropriate to reflect the
        relative fault of the indemnifying party on the one hand and the Indemnified
        Person on the other hand in connection with the statements or omissions which
        resulted in such Claim, as well as any other relevant equitable
        considerations.  The relative fault of the indemnifying party and the
        Indemnified Person shall be determined by reference to, among other things,
        whether the untrue statement of a material fact or the omission to state
        a
        material fact on which such Claim is based relates to information supplied
        by
        the indemnifying party or by the Indemnified Person, and the parties’ relative
        intent, knowledge, access to information and opportunity to correct or prevent
        such statement or omission.  Notwithstanding the forgoing,
        (a) no contribution shall be made under circumstances where the
        payor would not have been liable for indemnification under the fault standards
        set forth in Section 6, (b) no seller of Registrable Securities
        guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
        of
        the Securities Act) shall be entitled to contribution from any seller of
        Registrable Securities who was not guilty of such fraudulent misrepresentation
        and (c) contribution by any seller of Registrable Securities shall
        be limited in amount to the net proceeds received by such seller from the
        sale
        of such Registrable Securities.  The Company and the Purchaser agree
        that it would not be just and equitable if contribution pursuant to this
        Section
        7 were determined by prorata allocation (even if the Purchaser and
        any other party were treated as one entity for such purpose) or by any other
        method of allocation that does not take account of the equitable considerations
        referred to in this Section 7.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	
                8.

              	
                Reports
                  Under Exchange Act.

              


      

       

      The
        Company agrees to file with the SEC all reports and other documents required
        of
        the Company under the Securities Act and the Exchange Act.

       

      
        	
                9.

              	
                Assignment
                  of the Registration
                  Rights.

              


      

       

      The
        rights to have the Company register Registrable Securities pursuant to this
        Agreement shall be automatically assigned by the Purchaser to any Permitted
        Transferee of the Registrable Securities if: (a) the Purchaser
        agrees in writing with the transferee or assignee to assign such rights,
        and a
        copy of such agreement is furnished to the Company promptly after such
        assignment; (b) the Company is, promptly after such transfer or
        assignment, furnished with written notice of the name and address of such
        transferee or assignee; (c) at or before the time the Company
        receives the written notice contemplated by clause (b) of this sentence,
        the
        transferee or assignee agrees in writing to be bound by all of the provisions
        contained herein and the Subscription Agreement, including, without limitation,
        the making of the representations and warranties otherwise made by the Purchaser
        thereunder; and (d) the transfer of the relevant Registrable Securities
        complies with the restrictions set forth in Clause 6.1 of the Subscription
        Agreement.

       

      
        	
                10.

              	
                Amendment
                  of Registration Rights.

              


      

       

      Any
        provision of this Agreement may be amended and the observance thereof may
        be
        waived (either generally or in a particular instance and either retroactively
        or
        prospectively), only with the written consent of the Company and the
        Purchaser.  Any amendment or waiver effected in accordance with this
        Section 10 shall be binding upon the Purchaser and the Company.

       

      
        	
                11.

              	
                Effectiveness
                  and Termination of Registration
                  Rights.

              


      

       

      The
        obligations of the Company and the Purchaser under this Agreement shall commence
        upon the Closing Date.  This Agreement shall terminate on the earlier
        of (i) the sale of all of the Registrable Securities pursuant to an
        effective Registration Statement; (ii) the date of termination of
        directorship or observer rights pursuant to Clause 7.3 or
        Clause 7.4(c) of the Subscription Agreement; and (iii) the fourth
        anniversary of the Closing Date.

       

      
        	
                12.

              	
                Agreement
                  of Purchaser.

              


      

       

      
        	
                 

              	
                (a)

              	
                In
                  consideration for the Company agreeing to its obligations under
                  this
                  Agreement, the Purchaser and each transferee pursuant to Section
                  9 hereof
                  agrees, in connection with a registration of Common Stock by the
                  Company
                  under the Securities Act in accordance with Section 2 hereof, not
                  to sell
                  (including pursuant to a Registration Statement under Section 2(a)
                  hereof), make any short sale of, loan, grant any option for the
                  purchase
                  of, or otherwise dispose of, any securities of the Company (other
                  than
                  those included in the subject registration) without the prior written
                  consent of the Company and, if such registration is underwritten,
                  of such
                  underwriters, as the case may be, for such period of time (not
                  to exceed
                  120 days from the effective date of such registration) as may be
                  requested
                  by the Company or such managing
                  underwriters.

              


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (b)

              	
                In
                  order to enforce Section 12(a) hereof, the Company may impose
                  stop-transfer instructions with respect to the shares or securities
                  of
                  every person subject to such restriction until the end of such
                  period.  Each holder of Registrable Securities agrees that, if
                  so requested, such holder will execute an agreement in the form
                  provided
                  by the underwriter containing terms which are generally consistent
                  with
                  the provisions of this Section 12.

              


      

       

      
        	
                13.

              	
                Miscellaneous.

              


      

       

      
        	
                 

              	
                (a)

              	
                A
                  person or entity is deemed to be a holder of Registrable Securities
                  whenever such person or entity owns of record such Registrable
                  Securities.  If the Company receives conflicting instructions,
                  notices or elections from two or more persons or entities with
                  respect to
                  the same Registrable Securities, the Company shall act upon the
                  basis of
                  the instructions, notice or election received from the registered
                  owner of
                  such Registrable Securities.

              


      

       

      
        	
                 

              	
                (b)

              	
                Any
                  notice required or permitted hereunder shall be given in writing
                  (unless
                  otherwise specified herein) and shall be effective upon personal
                  delivery,
                  via facsimile (upon receipt of confirmation of error-free transmission)
                  or
                  three business days following deposit of such notice with an
                  internationally recognized courier service, with postage prepaid
                  and
                  addressed to each of the other parties thereunto entitled at
                  (i) the address set forth below or (ii) at such
                  other addresses as a party may designate by ten days advance written
                  notice to the other party hereto.

              


      

       

      
        	
                Company:

              	
                Central
                  European Media Enterprises Ltd.

              
	
                 

              	
                c/o
                  CME Development Corporation

              
	 	
                Aldwych
                  House

              
	 	
                81
                  Aldwych

              
	 	
                London
                  WC2B 4HN

              
	 	
                United
                  Kingdom

              
	 	
                ATTENTION:
                  General Counsel

              
	 	 
	 	
                Tel:
                  +44-20-7430-5430

              
	 	
                Fax:
                  +44-20-7430-5403

              
	 	 
	 	
                with
                  a copy to:

              
	 	 
	 	
                Katten
                  Muchin Zavis Rosenman

              
	 	
                575
                  Madison Avenue

              
	 	
                New
                  York, NY 10022

              
	 	
                ATTENTION:  Robert
                  L. Kohl, Esq.

              
	 	 
	 	
                Tel:
                  +1-212-940-6380

              
	 	
                Fax:
                  +1-212-940-8776

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      


      
        	
                Purchaser:

              	
                Igor
                  Kolomoisky

              
	
                 

              	
                42b
                  Naberezhnaya Pobey Str.

              
	 	
                Dnepropetrovsk,
                  Ukraine

              
	 	
                Tel/Fax:
                  +380 562 390812

              
	 	
                 

              
	 	
                with
                  a copy to:

              
	 	 
	 	
                Baker
                  & McKenzie LLP

              
	 	
                100
                  New Bridge Street

              
	 	
                London  EC4V
                  6JA

              
	 	
                United
                  Kingdom

              
	 	
                Attention:
                  Richard Blunt

              
	 	
                Tel:
                  +44 7919 1842

              
	 	
                Fax:
                  +44 7919 1999

              


      

      


      
        	
                 

              	
                (c)

              	
                Failure
                  of any party to exercise any right or remedy under this Agreement
                  or
                  otherwise, or delay by a party in exercising such right or remedy,
                  shall
                  not operate as a waiver thereof.

              


      

       

      
        	
                 

              	
                (d)

              	
                This
                  Agreement shall be governed by and interpreted in accordance with
                  the laws
                  of the State of New York, without giving effect to conflicts of
                  laws
                  issues.

              


      

       

      
        	
                 

              	
                (e)

              	
                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
                  Section 13(e), 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 Section 13(f), 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.

              


      

       

      
        	
                 

              	
                (f)

              	
                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.

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (g)

              	
                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 Subscription 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.

              


      

       

      
        	
                 

              	
                (h)

              	
                This
                  Agreement may be signed in two or more counterparts, each of which
                  shall
                  be deemed an original.  The headings of this Agreement are for
                  convenience of reference and shall not form part of, or affect
                  the
                  interpretation of, this Agreement.  If any provision of this
                  Agreement shall be invalid or unenforceable in any jurisdiction,
                  such
                  validity or unenforceability shall not affect the validity or
                  enforceability of the remainder of this Agreement or the validity
                  or
                  enforceability of this Agreement in any other
                  jurisdiction.  Subject to the provisions of Section 10 hereof,
                  this Agreement may be amended only by an instrument in writing
                  signed by
                  the party to be charged with
                  enforcement.

              


      

       

      
        	
                 

              	
                (i)

              	
                This
                  Agreement, together with the other Share Transaction Documents,
                  constitutes the entire agreement among the parties hereto with
                  respect to
                  the subject matter hereof.  This Agreement supersedes all prior
                  agreements and understandings among the parties hereto with respect
                  to the
                  subject matter hereof.

              


      

       

      
        	
                 

              	
                (j)

              	
                Subject
                  to the requirements of Section 9 hereof, this Agreement shall inure
                  for
                  the benefit of and be binding upon the successors and assigns of
                  each of
                  the parties hereto.

              


      

       

      
        	
                 

              	
                (k)

              	
                All
                  pronouns and any variations thereof refer to the masculine, feminine
                  or
                  neuter, singular or plural, as the context may
                  require.

              


      

       

       

      THE
        REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK, THE EXECUTION PAGE
        FOLLOWS.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, this Registration Rights Agreement has been duly
        executed by the undersigned as of the date set forth above.

       

       

      
        	 	
                CENTRAL
                  EUROPEAN MEDIA ENTERPRISES LTD.

              
	 	 
	 	 
	 	
                By:
                  /s/ Michael Garin

              
	 	 
	 	
              	
                Name:
                  Michael Garin

              
	 	
                 

              	
                Title:   CEO

              
	 	 
	 	 
	 	 
	 	 
	 	
                /s/
                  Igor Kolomoisky

              
	 	
                IGOR KOLOMOISKY

              




      15