ex10_67.htm


    
      

    

    Exhibit
10.67

    


    SUBSCRIPTION
AGREEMENT

    


    THIS SUBSCRIPTION AGREEMENT,
dated as of December 9, 2009 (this “Agreement”), is entered into by and among
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., a Bermuda company (the “Company”),
MEDIA PRO MANAGEMENT S.A., a joint stock company organized under the laws of
Romania (“Media Pro Management”), and MEDIA PRO B.V., a company organized under
the laws of the Netherlands (“MP BV,” and together with Media Pro Management,
the “Subscribers”).  The Company, Media Pro Management and MP BV are
referred to collectively herein as the “Parties.”  Each capitalized
term used but not otherwise defined in this Agreement shall have the meaning
ascribed to such term in the Framework Agreement, dated July 27, 2009 among
Media Pro Management, MP BV, CME Romania B.V., a company organized under the
laws of the Netherlands ("CME Romania"), CME Production B.V., a company
organized under the laws of the Netherlands ("CME Production"), and Adrian
Sarbu.

    


    RECITALS:

    


    WHEREAS, CME Romania, CME
Production, Adrian Sarbu and the Subscribers have entered into the Framework
Agreement pursuant to which CME Production has agreed to purchase, and the
Subscribers have agreed to sell, subject to the terms and conditions therein,
the Sale Securities  for consideration consisting of (i) the Cash
Consideration; (ii) the Consideration Shares; (iii) the Warrant; and (iv) the
Dutch and Romanian Shares (each as such term is defined in the Framework
Agreement); and

    


    WHEREAS, the Company and the
Subscribers are executing and delivering this Agreement in reliance upon the
exemptions from registration provided by Regulation D promulgated by the
Securities and Exchange Commission (the “SEC”) under the U.S. Securities Act of
1933, as amended (the “Securities Act”) or Section 4(2) of the Securities
Act.

    


    NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

    


    AGREEMENTS:

    


    1.
CONSIDERATION SHARES AND WARRANT ISSUANCE; CLOSING

    


    Subject
to the terms and conditions set forth herein and in the Framework Agreement, the
Company hereby agrees to issue to the Subscribers the Consideration Shares and
the Warrant in partial consideration for the Sale Securities, with 1,600,000
shares of Class A common stock of the Company and a Warrant to purchase 600,000
shares of Class A common stock of the Company to be issued to Media Pro
Management and 600,000 shares of Class A common stock of the Company and a
Warrant to purchase 250,000 shares of Class A common stock of the Company to be
issued to MP BV.  The closing of the issuance of the Consideration
Shares and the Warrants will take place on the date and at the place set forth
in the Framework Agreement.  Delivery of the Consideration Shares and
the Warrants by the Company pursuant to this Agreement shall constitute full
performance by CME Romania of its obligations to cause the delivery of the
Consideration Shares and the Warrants.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    2.
REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBERS; ACCESS TO INFORMATION;
INDEPENDENT INVESTIGATION

     

    The
Subscribers hereby jointly and severally represent and warrant to the Company
that:

     

    a)
Accredited Investor.

    


    The
Subscribers: (i) are experienced, knowledgeable and skillful in evaluating and
in making investments of the kind contemplated by this Agreement; (ii) are able,
by reason of business and financial experience, to protect their own interests
in connection with the transactions contemplated by this Agreement; (iii) are
able to afford the entire loss of their investment in the Consideration Shares
and the Warrants and have adequate means for providing for their current needs
and contingencies; (iv) have no need for liquidity with respect to the
Consideration Shares and the Warrants; (v) are “accredited investors” as that
term is defined in Rule 501(a) of Regulation D under the Securities Act; and
(vi) are not broker-dealers or affiliates of broker-dealers registered pursuant
to Section 15 of the U.S. Securities Exchange Act of 1934, as
amended.

     

    b) No
Public Distribution.

    


    The
Subscribers are acquiring the Consideration Shares and the Warrants for their
own account, for investment purposes only, and not with a view to, or for resale
in connection with, the public sale or distribution thereof.  The
Subscribers have not been organized for the purpose of investing in securities
of the Company, although such investment is consistent with their
purposes.

     

    c) No
Registration; Restriction on Shares.

    


    The
Subscribers understand that they may not sell, offer for sale, assign or
otherwise transfer the Consideration Shares or the Warrants other than pursuant
to an effective registration statement under the Securities Act or in accordance
with the restrictions imposed on the transfer of the Consideration Shares and
the Warrants, including, without limitation, the restrictions contained
herein.

     

    d)
Accuracy of Subscribers’ Representations and Warranties.

    


    The
Subscribers understand that the Consideration Shares and the Warrants are being
offered and sold to them in reliance upon exemptions from the registration
requirements of the United States federal securities laws, and that the Company
is relying upon the truth and accuracy of the Subscribers’ representations and
warranties contained herein and in the Framework Agreement and the Warrants and
any ancillary documents thereto, as applicable, and the Subscribers’ compliance
therewith and any ancillary documents thereto, in order to determine the
availability of such exemptions and the eligibility of the Subscribers to
acquire the Consideration Shares and the Warrants.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    e)
Financial Information.

    


    The
Subscribers: (i) have been provided with and have reviewed all requested
information concerning the business of the Company, including, without
limitation, the Company’s audited financial statements for the fiscal year ended
December 31, 2008, the Company’s unaudited financial statements for the six
months ended June 30, 2009, and any periodic report filed by the Company with
the SEC since June 30, 2009 and (ii) have been given the opportunity to conduct
a due diligence review of the Company concerning the terms and conditions of all
matters pertaining to an investment in the Consideration Shares and the Warrants
and have had all requested access to the management of the Company and the
opportunity to ask questions of the management of the Company.

     

    f)
Capacity and Authority.

    


    The
Subscribers have the requisite capacity and authority to execute, deliver and
perform this Agreement, the Framework Agreement, the Warrants and any and all
ancillary documents thereto and to consummate the transactions contemplated
thereby.

     

    g) Due
Execution.

    


    This
Agreement, when executed and delivered by each of the Parties will be a valid
and binding agreement of the Subscribers, enforceable against each Subscriber in
accordance with its terms, except to the extent that enforcement of this
Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws now or hereafter in effect relating
to creditors’ rights generally and to general principles of equity.

    


    h)
Brokers.

    


    The
Subscribers have 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.

     

    i) No
General Solicitation.

    


    The
Subscribers have not learned of the investment in the Consideration Shares and
the Warrants as a result of any public advertising or general
solicitation.

    


    j)
Residency.

    


    The
Subscribers have their principal places of business in the jurisdictions set
forth below each Subscriber’s name on the signature page
hereto.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     

    The
Company represents and warrants to the Subscribers that:

    


    a)
Organization and Good Standing.

    


    The
Company is a company duly organized, validly existing and in good standing under
the laws of Bermuda.

     

    b) Due
Execution.

     

    This
Agreement, when executed and delivered by each of the Parties will be a valid
and binding agreement of the Company, enforceable against the Company in
accordance with its terms, except to the extent that enforcement of this
Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws now or hereafter in effect relating
to creditors’ rights generally and to general principles of equity.

    


    c)
Issuance of the Consideration Shares and the Warrants.

    


    The
Consideration Shares have been duly and validly authorized and, when issued and
delivered against payment therefor as provided herein, will be duly and validly
issued, fully paid and non-assessable.  Each Warrant has been duly
authorized by the Company and, when executed and delivered by the Company will
constitute a legal, valid and binding obligation of the Company, enforceable in
accordance with its terms, except as the enforceability thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ rights generally and general principles of equity.

     

    d)
Limitations on Representations and Warranties.

    


    EXCEPT AS
SET FORTH IN THIS SECTION 3, (A) NONE OF THE COMPANY, 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 THE SUBSCRIBERS, THEIR AFFILIATES, THEIR REPRESENTATIVES OR ANY OTHER
PERSON, IN RESPECT OF THE COMPANY OR THE CONSIDERATION SHARES OR THE WARRANTS
AND (B) THE COMPANY HEREBY EXPRESSLY DISCLAIMS ALL LIABILITIES AND
RESPONSIBILITY FOR ANY REPRESENTATION OR WARRANTY NOT INCLUDED IN THIS SECTION
3, AS WELL AS FOR ANY STATEMENT OR INFORMATION THAT WAS MADE, COMMUNICATED OR
FURNISHED (ORALLY OR IN WRITING) TO THE SUBSCRIBERS OR ANY OF THEIR AFFILIATES
OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE
THAT MAY HAVE BEEN OR MAY BE PROVIDED TO THE SUBSCRIBERS BY ANY DIRECTOR,
OFFICER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF THE COMPANY OR AN
AFFILIATE THEREOF), AND NONE OF THE COMPANY, 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.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    4.
CERTAIN COVENANTS AND ACKNOWLEDGMENTS

     

    a)
Transfer Restrictions.

    


    Except as
provided in this Section 4, the Subscribers acknowledge that none of the
Consideration Shares or the Warrants or the shares of Common Stock issuable upon
exercise of the Warrant (“Warrant Shares”) has been, or is being, registered
under the Securities Act, and such Consideration Shares, Warrants and Warrant
Shares may not be sold, transferred or assigned (but may be pledged pursuant to
a bona-fide non-transferable pledge to an unaffiliated third-party that is
notified to the Company in advance) unless subsequently registered thereunder or
pursuant to an exemption from registration specified in an opinion of counsel
satisfactory to the Company; provided that the Subscribers may transfer the
Consideration Shares, the Warrants and the Warrant Shares to an affiliate (as
such term is defined under the Securities Act) with the prior written consent of
the Company.  More specifically, the Subscribers agree for a period of
twelve (12) months from the Closing Date not to avail themselves of any
exemption from registration under the Securities Act in connection with any
sale, transfer or assignment of the Consideration Shares, the Warrants or the
Warrant Shares.  Thereafter Subscribers may only sell, transfer or
assign Common Stock in an aggregate amount not to exceed (i) 1,050,000 shares of
Common Stock beginning on the first anniversary of the Closing Date; (ii)
2,050,000 shares of Common Stock beginning on the second anniversary of the
Closing Date; and (iii) 3,050,000 shares of Common Stock beginning on the third
anniversary of the Closing Date; provided, further, that
Subscribers shall not sell, transfer or assign more than an aggregate amount of
500,000 shares of Common Stock during any calendar quarter.  All
sales, transfers and assignments of Common Stock shall be made in accordance
with the Company's then current Insider Trading Policy and applicable trading
windows as if such Subscriber were a Company employee.  The provisions
of Sections 4(a) and 4(b) hereof, together with the rights and obligations of
the Subscribers under the Warrants, shall be binding upon any transferees of the
Consideration Shares, the Warrants and the Warrant Shares pursuant to any sale,
transfer, assignment or pledge hereunder not previously registered under the
Securities Act or sold in accordance with this Section 4(a).

    


    b)
Restrictive Legend.

    


    The
Subscribers acknowledge and agree that, until such time as the Consideration
Shares, the Warrants and the Warrant Shares shall have been registered under the
Securities Act or sold in accordance with Section 4(a), the Consideration
Shares, the Warrants and the Warrant Shares shall bear a restrictive legend in
substantially the following form:


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OTHER THAN PURSUANT TO SUCH
REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION SPECIFIED IN AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY.  FURTHERMORE, THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS
CONTAINED IN THE SUBSCRIPTION AGREEMENT BETWEEN THE COMPANY, MEDIA PRO
MANAGEMENT S.A. AND MEDIA PRO B.V. DATED AS OF DECEMBER 9, 2009.  ANY
TRANSFER OR PLEDGE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE THAT
CONTRAVENES SUCH RESTRICTIONS SHALL BE NULL AND VOID.

     
 

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

     

    c)
Eligibility to Use Form S-3.

    


    The
Company 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.

    


    d)
Listing.

    


    The
Company shall, to the extent required by the NASDAQ Global Select Market,
promptly secure the listing of the Consideration Shares and the Warrant Shares
upon the NASDAQ Global Select Market, and each other national securities
exchange or automated quotation system, if any, upon which shares of Common
Stock are then listed (subject to official notice of issuance).


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    5.
CONDITIONS TO THE COMPANY’S OBLIGATION TO ISSUE THE CONSIDERATION SHARES AND THE
WARRANT

     

    The
Subscribers understand that the Company’s obligation to issue the Consideration
Shares and the Warrants to the Subscribers pursuant to this Agreement is
conditioned upon the satisfaction by Subscribers or the waiver by the Company of
each of the following conditions:

    


    (i) The
accuracy of the representations and warranties of the Subscribers contained in
this Agreement, the Warrants and the Framework Agreement and the performance by
the Subscribers of all covenants and agreements of the Subscribers contained in
this Agreement, the Warrants and the Framework Agreement required to be
performed on or before the Closing Date.

    


    (ii) The
absence or inapplicability of any and all laws, rules or regulations prohibiting
or restricting the transactions contemplated hereby, or requiring any consent or
approval which shall not have been obtained.

    


    (iii) The
Subscribers shall have executed each of this Agreement, the Warrants and the
Framework Agreement and any and all ancillary documents thereto and delivered
the same to the Company.

    


    (iv) The
Company shall have received from the Subscribers such other certificates and
documents as it or its representatives, if applicable, shall reasonably request,
and all proceedings taken by the Subscribers in connection with this Agreement,
the Warrants and the Framework Agreement and all documents and papers relating
thereto shall be reasonably satisfactory to the Company.

    


    (v) All
conditions to the closing of the Framework Agreement shall have been satisfied
and the Subscribers shall have obtained in writing or made all consents,
waivers, approvals, orders, permits, licenses and authorizations of, any
registrations, declarations, notices to and filings and applications with, any
governmental authority or any other person or entity (including, without
limitation, securityholders and creditors of the Subscribers) required to be
obtained or made in order to enable the Subscribers to observe and comply with
all their obligations under the Framework Agreement, this Agreement and the
Warrants and to consummate the transactions contemplated hereby.

    


    6.
INDEMNIFICATION

    


    a)
Indemnification of Subscribers by the Company.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    The
Company hereby agrees to indemnify and hold harmless the Subscribers, their
affiliates and their respective officers, directors, partners and members
(collectively, the “Subscribers’ Indemnitees”), from and against any and all
losses, claims, damages, judgments, penalties, liabilities and deficiencies
(collectively, “Losses”), and agrees to reimburse the Subscribers’ Indemnitees
for all out-of-pocket expenses (including the reasonable fees and expenses of
legal counsel), to the extent arising out of or in connection with any
misrepresentation, omission of fact or breach of any of the Company's
representations, warranties or covenants contained in this Agreement and any
failure by the Company to perform any of its covenants, agreements, undertakings
or obligations set forth in this Agreement.

     

    b)
Indemnification of the Company by Subscribers.

    


    The
Subscribers hereby, jointly and severally, agree to indemnify and hold harmless
the Company, its affiliates and their respective officers, directors, partners
and members (collectively, the “Company Indemnitees”), from and against any and
all Losses, and agrees to reimburse the Company Indemnitees for all
out-of-pocket expenses (including the reasonable fees and expenses of legal
counsel), to the extent arising out of or in connection with any
misrepresentation, omission of fact or breach of any of the Subscribers’
representations, warranties or covenants contained in this Agreement and any
failure by the Subscribers to perform any of their covenants, agreements,
undertakings or obligations set forth in this Agreement.

     

    c) Third
Party Claims.

    


    Promptly
after receipt by either party hereto seeking indemnification pursuant to this
Section 6 (an “Indemnified Party”) of written notice of any investigation,
claim, proceeding or other action in respect of which indemnification is being
sought (each, a “Claim”), the Indemnified Party shall notify the party against
whom indemnification pursuant to this Section 6 is being sought (the
“Indemnifying Party”) of the commencement thereof; but the omission to so notify
the Indemnifying Party shall not relieve it from any liability that it otherwise
may have to the Indemnified Party, except to the extent that the Indemnifying
Party is materially prejudiced and forfeits substantive rights and defenses by
reason of such failure. In connection with any Claim as to which both the
Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party
shall be entitled to assume the defense thereof. Notwithstanding the assumption
of the defense of any Claim by the Indemnifying Party, the Indemnified Party
shall have the right to employ separate legal counsel and to participate in the
defense of such Claim, and the Indemnifying Party shall bear the reasonable
fees, out-of-pocket costs and expenses of such separate legal counsel to the
Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed
to pay such fees, out-of-pocket costs and expenses, (y) the Indemnified Party
and the Indemnifying Party reasonably shall have concluded that representation
of the Indemnified Party and the Indemnifying Party by the same legal counsel
would not be appropriate due to actual, or, as reasonably determined by legal
counsel to the Indemnified Party, potentially, differing interests between such
parties in the conduct of the defense of such Claim, or if there may be legal
defenses available to the Indemnified Party that are in addition to or disparate
from those available to the Indemnifying Party, or (z) the Indemnifying Party
shall have failed to employ legal counsel reasonably satisfactory to the
Indemnified Party within a reasonable period of time after notice of the
commencement of such Claim. If the Indemnified Party employs separate legal
counsel in circumstances other than as described in clauses (x), (y) or (z)
above, the fees, costs and expenses of such legal counsel shall be borne
exclusively by the Indemnified Party. Except as provided above, the Indemnifying
Party shall not, in connection with any Claim in the same jurisdiction, be
liable for the fees and expenses of more than one firm of legal counsel for the
Indemnified Party (together with appropriate local counsel). The Indemnifying
Party shall not, without the prior written consent of the Indemnified Party
(which consent shall not unreasonably be withheld) settle or compromise any
Claim or consent to the entry of any judgment that does not include an
unconditional release of the Indemnified Party from all liabilities with respect
to such Claim or judgment.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    d) Damages.

    


    Notwithstanding
any other provision of this Agreement, the liability for indemnification of any
Indemnifying Party under this Agreement shall not include consequential,
indirect, punitive or exemplary damages.

    


    7.
EXPENSES

    


    Each of
the parties hereto agree that they shall each be responsible for and pay their
own expenses and fees, including all legal, accounting and other professional
fees, associated with the transactions contemplated by Consideration Shares and
the Warrants. Notwithstanding, all stamp, documentary or similar taxes or fees
imposed by taxing authority in respect of the issuance of the Consideration
Shares or the Warrants shall be borne entirely by Subscribers.

     

    8.
SURVIVAL

    


    The
representations and warranties of the Company and the Subscribers shall survive
the Closing until twelve (12) months following the Closing Date.

     

    9.
AMENDMENTS AND WAIVERS.

    


    This
Agreement may be amended, modified or supplemented only by a written instrument
executed by each of the Parties.

    


    10.
NOTICES.

    


    Except as
otherwise provided in this Agreement, all notices, requests and other
communications to any Person provided for hereunder shall be in writing and
shall be given to such Person (a) in the case of the Company, c/o CME
Development Corporation, 52 Charles Street, London W1J 5EU, United Kingdom,
facsimile: +44 0207 127 5801 to the attention of its General Counsel, or at such
other address or facsimile number, or to the attention of such other officer, as
the Company shall have furnished to each holder of Consideration Shares and, if
applicable, Warrant Shares, at the time outstanding; (b) in the case of Media
Pro Management, 109 Pache Protopopescu Boulevard, 6th
floor, sector 2, Bucharest, Romania, facsimile: +40 31 825 6510 to the attention
of Liviu Gheorghe and Seastrom Liliana, or at such other address or facsimile
number; and (c) in the case of MP BV, 140 Teleport Boulevard, 1043EJ, 1000 CV,
Amsterdam, the Netherlands, facsimile: +31 20 644 7011 to the attention of
Frederike Sips-Brons.  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 two 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 the addresses
listed in this Section, or at such other addresses as a party may designate by
five days advance written notice to each of the other parties
hereto.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    11.
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.

    


    12. NO
THIRD PARTY BENEFICIARIES.

    


    This
Agreement shall not confer any rights or remedies upon any Person other than the
parties hereto and their respective successors and permitted assigns and, with
respect to Section 6, the other Persons referred to as indemnified parties
therein.

    


    13.
DESCRIPTIVE HEADINGS.

    


    The
headings of the articles, sections and subsections of this Agreement are
inserted for convenience of reference only and shall not be deemed to constitute
a part hereof or affect the interpretation hereof.

    


    14.
APPLICABLE LAW.

    


    THIS
AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF
THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO THE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTIONS 5-1401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

    


    15.
COUNTERPARTS.

    


    This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all such counterparts shall together constitute one and
the same instrument.  This Agreement, once executed by a party, may be
delivered to the other parties hereto by facsimile or electronic transmission of
a copy of this Agreement bearing the signature of the party so delivering this
Agreement.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    16.
ENTIRE AGREEMENT.

    


    This
Agreement and the Warrant contain the entire agreement of the parties with
respect to the subject matter hereof and supersede all other prior agreements,
understandings, statements, representations and warranties, oral or written,
express or implied, between the parties and their respective affiliates,
representatives and agents in respect of such subject matter.

    


    17.
SUBMISSION TO JURISDICTION.

    


    ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY
IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK, NEW YORK OR OF THE
UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREBY ACCEPTS FOR ITSELF
AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS AND APPELLATE COURTS FROM ANY
THEREOF.  EACH PARTY HERETO HEREBY IRREVOCABLY CONSENTS TO THE SERVICE
OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY ACTION OR PROCEEDING
BY THE MAILING OF COPIES THEREOF TO SUCH PARTY BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO SUCH PARTY AT ITS ADDRESS
SPECIFIED IN SECTION 10.  THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE
TRIAL BY JURY, AND EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON
THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE
JURISDICTIONS.  Media Pro Management and MP BV hereby irrevocably
appoint CT Corporation System, 111 Eighth Avenue, 13th
Floor, New York, NY 10011  ("Process Agent") as their agent to receive
on their behalf service of copies of summons, complaints and any other process
which may be served in all such actions and proceedings.  Such service
may be made by delivering a copy of such process to Media Pro Management of MP
BV in care of the Process Agent at the Process Agent's address, and each Media
Pro Management and MP BV hereby irrevocably authorizes and directs the Process
Agent to accept such service on behalf of Media Pro Management and MP
BV.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    18.
SEVERABILITY.

    


    Every
term and provision of this Agreement is intended to be severable.  If
any term or provision hereof is illegal or invalid for any reason whatsoever,
such term or provision will be enforced to the maximum extent permitted by law
and, in any event, such illegality or invalidity shall not affect the validity
of the remainder of this Agreement.

    


    19.
SPECIFIC PERFORMANCE.

    


    The
Parties agree that irreparable damage would occur in the event that any of the
provisions this Agreement were not performed in accordance with their specific
terms of were otherwise breached.  It is accordingly agreed that the
Parties shall be entitled to, in addition to the other remedies provided herein,
specific performance of this Agreement and to enforce specifically the terms and
provisions of this Agreement in any New York Court in addition to the other
remedies to which such Parties are entitled.

    


    20.
DURATION OF AGREEMENT.

    


    This
Agreement shall terminate and become void and of no further force and effect
upon the earlier to occur of (i) the mutual agreement of the Parties and (ii)
the date on which the Subscribers and transferees of the Subscribers cease to
own any Consideration Shares, the Warrant or any Warrant Shares; provided that
Sections 4 and 6 through 20 shall survive any termination of this
Agreement.

    


    [SIGNATURE PAGE
FOLLOWS]


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, this Agreement has been duly executed by each of the
undersigned.

     
 

    COMPANY:

    


    
      	 
      	
              CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Charles Frank

            
	 
      	
              Name:

            	
              Charles
      Frank

            
	 
      	
              Title:

            	
              Chief
      Financial Officer

            


    

    


    
      	
              SUBSCRIBERS:

            
	 
      	 
      
	
              MEDIA
      PRO MANAGEMENT S.A.

            
	 
      	 
      
	
              By:

            	
              /s/ Gheorghe Liviu

            
	
              Name:

            	
              Gheorgie
      Liviu

            
	
              Title:

            	
              Managing
      Director

            
	 
      	 
      
	
              MEDIA
      PRO B.V.

            
	 
      	 
      
	
              By:

            	
              /s/ Liliana Seastrom 

            
	
              Name:

            	
              Liliana
      Seastrom

            
	
              Title:

            	 
      


    

    


     

    13