ex10_66.htm


    
      
        

      

      
Exhibit 10.66

    

     

     

    9
December 2009

     

     

    CME
PRODUCTION B.V.

     

    and

     

    CME
ROMANIA B.V.

     

    and

     

    MEDIA
PRO MANAGEMENT S.A.

     

    and

     

    MEDIAPRO
B.V.

     

    and

     

    ADRIAN
SARBU

    


     

    _________________________________________________

     

     

    DEED
OF AMENDMENT TO A

    FRAMEWORK
AGREEMENT,

    DATED
27 JULY 2009

     

    _________________________________________________

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THIS DEED OF AMENDMENT is made
on 9 December 2009

     

    BETWEEN:

     

    
      	
              (1)

            	
              CME PRODUCTION B.V., a
      company organized under the laws of the Netherlands, registered under
      number 34349555 with the Trade Register and having its registered office
      at Dam 5B, Amsterdam JS 1012, the Netherlands (the "Purchaser");

            


    

     

    
      	
              (2)

            	
              CME ROMANIA B.V., a
      company organized under the laws of the Netherlands, registered under
      number 33289326 with the Trade Register and having its registered office
      at Dam 5B, Amsterdam JS 1012, the Netherlands ("CME Romania");

            


    

     

    
      	
              (3)

            	
              MEDIA PRO MANAGEMENT
      S.A., a Romanian legal person, registered under the number
      J40/4177/2001 with the Register of Commerce from Bucharest, CUI 13848658
      and having its registered office at 109 Pache Protopopescu Blv., 6th
      Floor, sector 2, Bucharest, Romania ("Media Pro
      Management");

            


    

     

    
      	
              (4)

            	
              MEDIAPRO B.V., a company
      organized under the laws of Netherlands, with registered number 33288103
      and having its registered office at Teleport Boulevard 140, 1043EJ, 1000
      CV, Amsterdam, Netherlands ("MP BV");
    and

            


    

     

    
      	
              (5)

            	
              ADRIAN SARBU, of 4A
      Modrogan Street, Sc. A, Et. 5, Apt. 15, Section 1, Bucharest, Romania, as
      guarantor (the "Guarantor"),

            


    

     

    Media Pro
Management and MP BV are hereby referred to as the "Sellers" and each a "Seller", as the context
requires.

     

    WHEREAS:

     

    
      	
              (A)

            	
              The
      Parties referred to above entered into a Framework Agreement, dated 27
      July 2009.

            


    

     

    
      	
              (B)

            	
              Media
      Pro Management and MP BV own, inter alia, interests
      in a number of entities more particularly described in Recitals ‎(C) and
      ‎(D)
      below that comprise the entertainment division of the Media Pro
      Group.

            


    

     

    
      	
              (C)

            	
              As
      of the date of this Deed, following the recapitalization of certain
      Shareholder Loans after the Execution Date of the Framework Agreement,
      Media Pro Management owns:

            


    

     

    
      	
               
      

            	
              (i)

            	
              7,052,569
      registered shares of Media Pro Pictures S.A. (which represents a 70.1651%
      Ownership Interest), which in turn
owns:

            


    

     

    
      	
               
      

            	
              (a)

            	
              50
      shares of Media Pro Distribution S.R.L. (which represents a 1.0625%
      Ownership Interest);

            


    

     

    
      	
               
      

            	
              (b)

            	
              11,832,361
      shares of Studiourile Media Pro S.A. (which represents a 81.4715%
      Ownership Interest); and

            


    

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              1,020
      shares of Domino Production S.R.L. (which represents a 51% Ownership
      Interest);

            


    

     

    
      	
               
      

            	
              (ii)

            	
              4,656
      registered shares of Media Pro Distribution S.R.L. (which represents a
      98.9375% Ownership Interest);

            


    

     

    
      	
               
      

            	
              (iii)

            	
              a
      100% Ownership Interest in Media Pro Pictures s.r.o. (which corresponds to
      the investment contribution to the registered capital of Media Pro
      Pictures s.r.o. in the amount of CZK 79,938,000), which in turn
      owns:

            


    

     

    
      	
               
      

            	
              (a)

            	
              a
      51% Ownership Interest in Zmena s.r.o. (which corresponds to the
      investment contribution of CZK 102,000 to the registered capital of CZK
      200,000);

            


    

     

    
      	
               
      

            	
              (b)

            	
              a
      51% Ownership Interest in Takova normalni rodinka s.r.o. (which
      corresponds to the investment contribution of CZK 102,000 to the
      registered capital of CZK 200,000);

            


    

     

    
      	
               
      

            	
              (iv)

            	
              508,387
      registered shares of Pro Video S.R.L. (which represents a 99.9843%
      Ownership Interest), which in turn
owns:

            


    

     

    
      	
               
      

            	
              (a)

            	
              400
      shares of Hollywood Multiplex Operation S.R.L. (which represents a 100%
      Ownership Interest); and

            


    

     

    
      	
               
      

            	
              (b)

            	
              8
      shares of Media Pro Music and Entertainment S.R.L. (which represents a 40%
      Ownership Interest); and

            


    

     

    
      	
               
      

            	
              (v)

            	
              12
      registered shares of Media Pro Music and Entertainment S.R.L. (which
      represents a 60% Ownership
Interest).

            


    

     

    
      	
              (D)

            	
              As
      of the date of this Deed, following the recapitalization of certain
      Shareholder Loans after the Execution Date of the Framework Agreement, MP
      BV owns:

            


    

     

    
      	
               
      

            	
              (i)

            	
              2,998,818
      shares of Media Pro Pictures S.A. (which represents a 29.8349% Ownership
      Interest); and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              80
      shares of Pro Video S.R.L. (which represents a 0.0157% Ownership
      Interest).

            


    

     

    
      	
              (E)

            	
              With
      effect from and including 9 December 2009, the Parties wish to amend the
      Framework Agreement as set out in this
Deed.

            


    

     

    
      	
              (F)

            	
              Accordingly,
      the Parties now wish to enter this
Deed.

            


    

     

    NOW THIS DEED WITNESSETH as
follows:

     

    
      	
              1.

            	
              Definitions
      and Interpretation

            


    

     

    
      	
              1.1

            	
              The
      following definitions apply in this
Agreement:

            


    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
            	
              "Framework
      Agreement"

            	
              means
      a framework agreement between CME Production B.V.; CME Romania B.V.; Media
      Pro Management S.A.; Media Pro B.V.; and Adrian Sarbu, dated 27 July
      2009.

            


    

     

     

    
      	
              1.2

            	
              In
      construing this Agreement, unless otherwise
  specified:

            


    

     

    
      	
               
      

            	
              1.2.1

            	
              references
      to Clauses are to Clauses of, this
Deed;

            


    

     

    
      	
               
      

            	
              1.2.2

            	
              references
      to a "person"
      shall be construed so as to include any physical or legal person, firm,
      company or other body corporate, government, state or agency of a
      Governmental Authority or any joint venture, association or partnership
      (whether or not having separate legal
  personality);

            


    

     

    
      	
               
      

            	
              1.2.3

            	
              words
      in the singular include the plural and in the plural include the singular,
      and a reference to one gender includes a reference to the other
      gender;

            


    

     

    
      	
               
      

            	
              1.2.4

            	
              a
      reference to any law, regulation, statute or statutory provision shall be
      construed as a reference to the same as it may have been, or may from time
      to time be, amended, modified or
re-enacted;

            


    

     

    
      	
               
      

            	
              1.2.5

            	
              any
      reference to a "day" (including within
      the phrase "Business
      Day") shall mean a period of 24 hours running from midnight to
      midnight (except for the days of time change lasting 25 or 23 hours which
      days shall be 25 or 23 hours
respectively);

            


    

     

    
      	
               
      

            	
              1.2.6

            	
              references
      to time are to Greenwich Mean Time;

            


    

     

    
      	
               
      

            	
              1.2.7

            	
              a
      reference to any other document referred to in this Deed is a reference to
      that other document as amended, varied, novated or supplemented (other
      than in breach of the provisions of this Deed) from time to
      time;

            


    

     

    
      	
               
      

            	
              1.2.8

            	
              headings,
      sub-headings, recitals and titles are for convenience only and do not
      affect the interpretation of this
Deed;

            


    

     

    
      	
               
      

            	
              1.2.9

            	
              references
      to documents being in writing shall not include
  e-mail;

            


    

     

    
      	
               
      

            	
              1.2.10

            	
              general
      words shall not be given a restrictive meaning by reason of the fact that
      they are followed by particular examples intended to be embraced by the
      general words;

            


    

     

    
      	
               
      

            	
              1.2.11

            	
              the
      words "include",
      "includes", "including" and "in particular" shall be
      deemed in each case to be followed by the words "without
      limitation";

            


    

     

    
      	
               
      

            	
              1.2.12

            	
              all
      obligations and liabilities on the part of the Sellers are joint and
      several and shall be construed accordingly;
and

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              1.2.13

            	
              references
      to a "Party" or
      the "Parties"
      shall be construed as to include each of its permitted successors and
      permitted assignees.

            


    

     

    
      	
              1.3

            	
              Capitalised
      terms used in this Deed but not defined herein shall have the meanings
      ascribed thereto in the Framework
Agreement.

            


    

     

    
      	
              2.

            	
              Amendments

            


    

     

    
      	
              2.1

            	
              The
      following shall be inserted into Clause 1.1 of the Framework
      Agreement:

            


    

     

    
      	
               
      

            	
              "Dutch
      Shares"

            	
              shall
      have the meaning set out in Clause
2.2.4;

            


    

     

    
      	
               
      

            	
              "Dutch and Romanian
      Shares"

            	
              shall
      have the meaning set out in Clause
2.2.5;

            


    

     

    
      	
               
      

            	
              "Romanian
      Shares"

            	
              Shall
      have the meaning set out in Clause
2.2.5;

            


    

     

    
      	
              2.2

            	
              Clause
      2.1 of the Framework Agreement shall be replaced with the
      following:

            


    

     

    
      	
               
      

            	
              "2.1

            	
              Subject
      to the terms and conditions herein, including the satisfaction of the
      Conditions Precedent, the Sellers agree to sell, and the Purchaser
      (relying on, amongst other things, the Warranties and undertakings in this
      Agreement) agrees to purchase, the Sale Securities with full title
      guarantee and the Intellectual Property in each case free from all
      Encumbrances and together with all rights and entitlements now or
      hereafter attaching thereto.  In addition, also subject to the
      terms and conditions herein, including the satisfaction of the Conditions
      Precedent, CME Romania hereby sells, and the Purchaser hereby, subject to
      the same terms and conditions, purchases the Dutch Shares together with
      all rights and entitlements now or hereafter attaching
      thereto"

            


    

     

    
      	
              2.3

            	
              Clause
      2.2 of the Framework Agreement shall be replaced with the
      following:

            


    

     

    
      	
               
      

            	
              2.2

            	
              The
      consideration for the purchase by the Purchaser of the Sale Securities and
      the Dutch Shares, as adjusted in accordance with Clause 2.3 (as so
      adjusted, the "Purchase
      Consideration") shall be apportioned as
  follows:

            


    

     

    
      	
               
      

            	
              2.2.1

            	
              the
      payment of ten million US Dollars (US$10,000,000) in cash (the "Cash
      Consideration");

            


    

     

    
      	
               
      

            	
              2.2.2

            	
              the
      issuance to the Sellers of two million two hundred thousand (2,200,000)
      Class A Common Shares in CME (the "Consideration Shares");

            


    

     

    
      	
               
      

            	
              2.2.3

            	
              the
      issuance to the Sellers of the Warrant;
and

            


    

     

    
      	
               
      

            	
              2.2.4

            	
              the
      procurement of the transfer by CME Romania to the Guarantor (as designee
      of the Purchaser, which designation the Guarantor hereby accepts) of CME
      Romania's 10% Ownership Interest in MP BV (the "Dutch
      Shares");

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              2.2.5

            	
              the
      procurement of the transfer by CME Romania to the Guarantor of CME
      Romania's 8.7% Ownership Interest in Media Pro Management (the "Romanian Shares", and
      together with the Dutch Shares, the "Dutch and Romanian
      Shares").

            


    

     

    
      	
              2.4

            	
              Clause
      4.6 of the Framework Agreement shall be replaced with the
      following:

            


    

     

    
      	
               
      

            	
              "4.6

            	
              On
      the Closing Date, the Sellers shall deliver or shall procure the delivery
      to the Purchaser of:

            


    

     

    
      	
               
      

            	
              4.6.1     
        (i)

            	
              all
      necessary instruments of transfer for each Target Company in respect of
      the Sale Securities, including without limitation, the MPP Czech Transfer
      Agreement and the MPE Romanian Transfer Agreements (governed by the law of
      the relevant jurisdiction applicable to such transfer), duly executed and
      completed by the corresponding Seller in favour of the Purchaser (or in
      favour of any Affiliate of the Purchaser as the Purchaser shall direct in
      writing to the applicable Seller in respect of some or all of the Sale
      Securities), together with the applicable resolutions adopted pursuant to
      Clause 4.7;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      and all duly executed powers of attorney or other authorities under which
      any of the instruments of transfer have been executed;
  and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              further
      to Clauses 3.1.2 and 3.1.3, certified copies of all other necessary
      authorizations, waivers and consents in respect of the sale of the MPM
      Securities and MP BV Securities and the execution of the instruments of
      transfer in respect of them;

            


    

     

    
      	
               
      

            	
              4.6.2

            	
              a
      closing certificate in the form attached hereto in Schedule 2 and, if
      reasonably requested by the Purchaser, other confirmations or evidence of
      the satisfaction of the Conditions
Precedent;

            


    

     

    
      	
               
      

            	
              4.6.3

            	
              a
      certified copy of the updated registers of Ownership Interests of each
      of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              MPP
      evidencing its 10% Ownership Interest in
MPD;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              MPP
      evidencing its 81.47% Ownership Interest in
MPS;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              MPP
      evidencing its 51% Ownership Interest in
Domino;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Pro
      Video evidencing its 40% Ownership Interest in
  MPME;

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (v)

            	
              Pro
      Video evidencing its 100% Ownership Interest in
  HMO;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              MPP
      Czech evidencing its 51% Ownership Interest in
  Rodinka;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              MPP
      Czech evidencing its 51% Ownership Interest in
  Zmena,

            


    

     

    subject
to the Ownership Interests set out in this Clause 4.6.3 being amended pursuant
to the capitalization of the Converted Shareholder Loans as contemplated in
Clause 3.1.14 of this Agreement;

     

    
      	
               
      

            	
              4.6.4

            	
              one
      (1) counterpart of each of the Trademark Assignments signed by the
      Guarantor and Media Pro Music & Events SRL (as
      applicable);

            


    

     

    
      	
               
      

            	
              4.6.5

            	
              one
      (1) counterpart of the Business Name Assignment signed by the Sellers and
      the Guarantor;

            


    

     

    
      	
               
      

            	
              4.6.6

            	
              one
      (1) counterpart of the Subscription Agreement duly executed by the
      Sellers;

            


    

     

    
      	
               
      

            	
              4.6.7

            	
              the
      Supplementary Disclosure Schedule, if
any;

            


    

     

    
      	
               
      

            	
              4.6.8

            	
              written
      resignations of each of the directors and statutory executives of any
      Target Company designated by the Purchaser to the Sellers at least five
      (5) days before the Closing Date to take effect on the Closing Date, in a
      form satisfactory to the Purchaser;

            


    

     

    
      	
               
      

            	
              4.6.9

            	
              signed
      notices of termination from each of Media Pro Management and MP BV with
      regard to any contracts, agreements or arrangements for the provision of
      management, consulting or similar services by Media Pro Management or MP
      BV to any of the Target Companies, effective as of the Closing Date,
      except: (i) in relation to the Permitted Contracts; or (ii) where the
      terms of any extension of such agreements or arrangements are approved by
      the Board of Directors of CME prior to entry into such extension;
      and

            


    

     

    
      	
               
      

            	
              4.6.10

            	
              a
      copy of the signed transfer instruments illustrating the transfer
      by:

            


    

     

    
      	
               
      

            	
              (i)

            	
              MPS
      of all its Ownership Interests in Eurofilm Art SRL to a third
      party;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Media
      Pro Pictures SA of all its Ownership Interests in General Prod SRL to a
      third party; and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Media
      Pro Pictures SA of all its Ownership Interests in Domino Film SRL to a
      third party."

            


    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
              2.5

            	
              Clause
      4.9.1 shall be replaced with the
following:

            


    

     

    
      	
               
      

            	
              "4.9.1

            	
              all
      necessary instruments of transfer (governed by the law of the relevant
      jurisdiction applicable to such transfer) in respect of the transfer of
      its 8.7% Ownership Interest in Media Pro Management, duly executed and
      completed by CME Romania in favour of the Guarantor or a party designated
      by it, and any and all duly executed powers of attorney and all other
      necessary authorizations, waivers and consents in respect of the transfer
      by CME Romania in favour of the Guarantor of its 10% Ownership Interest in
      MP BV."

            


    

     

    
      	
              2.6

            	
              Clause
      5.1.4 of the Framework Agreement shall be replaced with the
      following:

            


    

     

    
      	
               
      

            	
              "5.1.4  not
      dispose of or grant any option or right of pre-emption in respect of any
      part of their assets, including, without limitation, the Ownership
      Interests in the Media Pro Entertainment Business; provided, however, that
      the Purchaser acknowledges that  the Sellers may in their
      absolute discretion cause MPP and MPS to transfer the Ownership Interests
      the Sellers have in the companies set out in Clause 4.6.10 prior to the
      Closing Date. For the avoidance of doubt, such transfer shall not
      constitute a breach of this Agreement, nor shall such transfers affect in
      any way the other rights or obligations the Sellers have under this
      Agreement;"

            


    

     

    
      	
              2.7

            	
              Clause
      5.3 shall be replaced with the
following:

            


    

     

    
      	
               
      

            	
              "5.3

            	
              CME
      Romania shall not, from and including the Execution Date up to and
      including the Closing Date, dispose of or grant any option or right of
      pre-emption or any other Encumbrance in respect of any of the Dutch and
      Romanian Shares, provided that, as soon as all Conditions Precedent and
      other conditions to Closing, other than the payment of the consideration
      referred to in Clause 2.2.4, have been satisfied or waived, CME Romania,
      the Guarantor and MP BV shall effect the transfer of the Dutch Shares by
      CME Romania to the Guarantor by execution the required notarial deed of
      transfer to that effect."

            


    

     

    
      	
              2.8 

            	
              Clause
      7.3 shall be replaced with the
following:

            


    

     

    
      	
               
      

            	
              "7.3

            	
              The
      Sellers covenant with the Purchaser that they shall not, and procure that
      their Affiliates shall not, for a period of three (3) years from the date
      of this Agreement and without the prior written consent of the
      Purchaser:

            


    

     

    
      	
               
      

            	
              (i)

            	
              within
      any territory in which CME or its Affiliates is operating or intends to
      operate during such period:

            


    

     

    
      	
               
      

            	
              (a)

            	
              compete
      directly or indirectly with the Media Pro Entertainment
      Business;

            


    

     

    
      	
               
      

            	
              (b)

            	
              enter
      directly or indirectly into negotiations, or enter into any contractual or
      other business arrangement with any third party to offer services that may
      compete with the Media Pro Entertainment
  Business;

            


    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              directly
      or indirectly own, manage, operate, participate in, consult with or work
      for any business which is engaged in the same business as the Media Pro
      Entertainment Business;

            


    

     

    
      	
               
      

            	
              (d)

            	
              attempt
      to induce, entice or solicit any current consignors, suppliers,
      contractors, consultants or customers away, in whole of part, from the
      Purchaser; or interfere or attempt to interfere with relations between the
      Purchaser and such consignors, suppliers, contractors, consultants or
      customers; and

            


    

     

    
      	
               
      

            	
              (e)

            	
              do
      or say anything which is harmful to the goodwill of the Media Pro
      Entertainment Business which may lead a person who has dealt with any of
      the Target Companies at any time during the twenty-four (24) months prior
      to the date of this Agreement to cease to deal with the Target Companies
      on substantially equivalent terms to those previously offered or at all;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              hire,
      make an offer, solicit, recruit or otherwise endeavour to entice away from
      the Purchaser, its Affiliates or any of the Target Companies or their
      Affiliates any person who is a director, officer or employee of the
      Purchaser, its Affiliates or any of the Target Companies or their
      Affiliates, whether or not such person would commit a breach of contract
      by reason of leaving service,

            


    

     

    and the
Sellers further covenant with the Purchaser that they shall not, and procure
that their Affiliates shall not, assist any other person to do any of the
foregoing acts."

     

    
      	
              2.10

            	
              Paragraph
      5.12 of Part B of Schedule 3 shall be replaced with the
      following:

            


    

     

    
      	
               
      

            	
              "5.12

            	
              except
      for the contracts set forth in paragraph 5.12 of Schedule 4, no Target
      Company has granted any participation rights owned by any Target Company
      to any third party;"

            


    

     

    
      	
              2.11

            	
              The
      following new paragraph 11.6 of Part B of Schedule 3 shall be
      inserted:

            


    

     

    
      	
               
      

            	
              "11.6

            	
              all
      loans described in Schedule 7 have been converted into
      equity."

            


    

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
              3.

            	
              General

            


    

     

    Clauses
14, 15, 16, 17, 19, 20, 21, 22, 23, 24, 25, 26 and 27 of the Framework Agreement
shall also apply to this Deed.

     

     

    [Signature page
follows]

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    IN WITNESS whereof this Deed
has been duly EXECUTED
and DELIVERED as a deed
the day and year first above written.

     

     

    
      	
              EXECUTED as a DEED

            	
              )

            
	
              by
      CME PRODUCTION
      B.V.

            	
              )

            
	
              acting
      by

            	
              )

            
	 
      	
              )

            
	
              who,
      in accordance with the laws

            	
              )

            
	
              of
      the territory in which

            	
              )

            
	
              CME
      Production B.V. is

            	
              )

            
	
              incorporated,
      is acting under the

            	
              )

            
	
              authority
      of CME Production B.V.

            	
              )

            


    

     

    
      	 
      	
              /s/
      Gerben van den Berg

            
	 
      	Pan-Invest
      B.V., represented by Gerben van den Berg	
              Authorised
      signatory

            
	 	 	 
	 	 	 
	 	/s/
      A.N.G.V. Spaendonck
	 	
              Authorised
      signatory

            


    

    


     

    
      	
              EXECUTED as a DEED

            	
              )

            
	
              by
      CME ROMANIA
      B.V.

            	
              )

            
	
              acting
      by

            	
              )

            
	 
      	
              )

            
	
              who,
      in accordance with the laws

            	
              )

            
	
              of
      the territory in which

            	
              )

            
	
              CME
      Romania B.V. is

            	
              )

            
	
              incorporated,
      is acting under the

            	
              )

            
	
              authority
      of CME Romania B.V.

            	
              )

            


    

     

    
      	 	
              
                /s/
      Gerben van den Berg

              

            
	 	Pan-Invest
      B.V., represented by Gerben van den Berg	
              Authorised
      signatory

            


    

    


     

    
      	
              EXECUTED as a DEED

            	
              )

            
	
              by
      MEDIA
      PRO

            	
              )

            
	
              MANAGEMENT
      S.A.

            	
              )

            
	
              acting
      by

            	
              )

            
	 
      	
              )

            
	
              who,
      in accordance with the laws

            	
              )

            
	
              of
      the territory in which

            	
              )

            
	
              Media
      Pro Management S.A. is

            	
              )

            
	
              incorporated,
      is acting under the

            	
              )

            
	
              authority
      of Media Pro

            	
              )

            
	
              Management
      S.A.

            	
              )

            


    

     

    
      	 	
              /s/
      Gheorghe Liviu

            
	 	
              Authorised
      signatory

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    
      	
              EXECUTED as a DEED

            	
              )

            
	
              by
      MEDIA PRO
      B.V.

            	
              )

            
	
              acting
      by

            	
              )

            
	 
      	
              )

            
	
              who,
      in accordance with the laws

            	
              )

            
	
              of
      the territory in which

            	
              )

            
	
              Media
      Pro B.V. is

            	
              )

            
	
              incorporated,
      is acting under the

            	
              )

            
	
              authority
      of Media Pro B.V.

            	
              )

            


    

     

    
      	 	/s/ Liliana Seastrom
	 	
              Authorised
      signatory

            


    

    


     

    
      	
              EXECUTED as a DEED

            	
              )

            	 
      
	
              by
      ADRIAN
      SARBU

            	
              )

            	
              /s/Adrian Sarbu

            
	
              in
      the presence of

            	
              )

            	 
      
	 
      	
              )

            	 
      


    

    


     

    /s/
Meredith
Steinhaus                                 

    Witness'
signature

     

    Meredith
Steinhaus                                    
 

     

    Witness'
name

     

    _______________________________

     

    _______________________________

    Witness'
address

     

    _______________________________

    Witness'
occupation

     

     

    11