ex10_71.htm


    
      

    

    Exhibit
10.71


     

    INVESTOR
RIGHTS AGREEMENT

     

    This
INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made
as of May 18, 2009, by and among Central European Media Enterprises Ltd., a
Bermuda company (the “Company”), Ronald S.
Lauder, RSL Savannah LLC, a Delaware limited liability company (“RSL Savannah”), RSL
Investment LLC, a Delaware limited liability company (“RSL CME GP”), RSL
Investments Corporation, a Delaware corporation (“RSL CME LP” and,
together with Ronald S. Lauder, RSL Savannah, RSL CME GP and the RSL Permitted
Transferees (as defined herein), the “RSL Investors”), Time
Warner Media Holdings B.V., a besloten vennootschap met beperkte
aansprakelijkheid organized under the laws of the Netherlands (“TW” and, together
with the TW Permitted Transferees (as defined herein), the “TW Investors”), and
any other subsequent parties to this Agreement upon such Party’s execution of a
joinder to this Agreement in the form annexed hereto as Exhibit
A.  The Company, the RSL Investors and the TW Investors,
together with any subsequent parties hereto, are sometimes referred to herein
individually by name or as a “Party” and
collectively as the “Parties”, and the RSL
Investors and the TW Investors, together with any subsequent parties hereto, are
sometimes referred to herein as an “Investor” and
collectively as the “Investors”.  The
meanings of certain capitalized terms used herein are set forth in Section 2
hereof.

     

    1.        
     Recitals.

     

    1.1.           WHEREAS,
the Company and TW Media Holdings LLC, a Delaware limited liability company
(“TWMH”) are
parties to that certain Subscription Agreement, dated as of March 22, 2009 (the
“Subscription
Agreement”);

     

    1.2.           WHEREAS,
TWMH has assigned its rights and obligations under the Subscription Agreement to
TW, pursuant to the terms of that certain Assignment and Assumption Agreement,
dated May 1, 2009, by and between TWMH and TW;

     

    1.3.           WHEREAS,
as of the date hereof, the Company issued to TW four million five hundred
thousand (4,500,000) Class B Common Shares and fourteen million five hundred
thousand (14,500,000) Class A Common Shares (collectively, the “TW Shares”) in exchange
for an aggregate of US$241,500,000, on the terms and conditions set forth in the
Subscription Agreement;

     

    1.4.           WHEREAS,
as of the date hereof, Ronald S. Lauder is the beneficial owner of 2,961,205
Class B Common Shares (excluding the RSL Excluded Shares) through his direct or
indirect control of CME Holdco;

     

    1.5.           WHEREAS,
each of RSL Savannah, Ronald S. Lauder, TW and the Company is a party to that
certain Irrevocable Voting Deed and Corporate Representative Appointment, dated
as of the date hereof (the “TW Voting
Agreement”); and

     

    
    

    1.6.           WHEREAS,
the Parties desire to enter into this Agreement to provide for certain matters
with respect to the issuance, ownership, voting and transfer of the Class A
Common Shares and the Class B Common Shares (and any direct and indirect
interest therein) held by them.

     

    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    NOW,
THEREFORE, in consideration of the foregoing, and the mutual agreements set
forth herein and other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, the Parties hereto, intending to be legally
bound, hereby agree as follows:

     

    2.           
 Defined
Terms.  As used herein, the following terms have the meanings
set forth below:

     

    “Affiliate” of any
Person, means any other Person that, directly or indirectly, through one or more
intermediaries, controls, or is controlled by, or is under common control with,
such first Person.  As used in this definition, the term “control,”
including the correlative terms “controlling,” “controlled by” and “under common
control with,” means the possession, directly or indirectly, of the power to
direct or cause the direction of management or policies (whether through
ownership of securities or any partnership or other ownership interest, by
contract or otherwise); provided, however that (a) none
of the Company or its subsidiaries shall be deemed to be an “Affiliate” of any
Investor, (b) CME Holdco shall not be deemed an “Affiliate” of any TW Investor
and (c) none of the RSL Excluded Persons shall be deemed to be an “Affiliate” of
any RSL Investor for any purpose hereunder.

     

    “Agreement” has the
meaning set forth in the preamble.

     

    “Amended Tag-Along
Notice” has the meaning set forth in Section
5.1.

     

    “Annual Information
Statement” has the meaning set forth in Section
6.7.

     

    “Board” has the
meaning set forth in Section
3.3(c).

     

    “Change of Control
Transaction” means (i) any merger, consolidation, amalgamation,
tender offer, recapitalization, reorganization, scheme of arrangement or any
other transaction resulting in the shareholders of the Company immediately
before such transaction owning, directly or indirectly, less than a majority of
the aggregate voting power of the resultant entity or (ii) any sale of all
or substantially all of the assets of the Company, in each case, in one
transaction or in a series of related transactions.

     

    “Class A Common
Shares” means the shares of Class A Common Stock, par value $0.08 per
share, of the Company, having such rights associated with such Class A Common
Shares as set forth in the governing documents of the Company, including the
Company’s Bye-laws, and any Equity Securities issued or issuable in exchange for
or with respect to such Class A Common Shares (i) by way of dividend, split,
subdivision, conversion or consolidation of shares or (ii) in connection with a
reclassification, recapitalization, merger, consolidation, going private, tender
offer, amalgamation, change of control, other reorganization or similar
transaction.

     

    “Class B Common
Shares” means the shares of Class B Common Stock, par value $0.08 per
share, of the Company, having such rights associated with such Class B Common
Shares as set forth in the governing documents of the Company, including the
Company’s Bye-laws, and any Equity Securities issued or issuable in exchange for
or with respect to such Class B Common Shares (i) by way of dividend, split,
subdivision, conversion or consolidation of shares or (ii) in connection with a
reclassification, recapitalization, merger, consolidation, going private, tender
offer, amalgamation, change of control, other reorganization or similar
transaction.  Notwithstanding the foregoing, for purposes of this
Agreement, the term “Class B Common Shares” shall never include the Class A
Common Shares into which they are convertible pursuant to the Company’s
Bye-laws.

     

    
      
         


      

      
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    “Closing Date” has the
meaning set forth in the Subscription Agreement.

     

    “CME Holdco” means CME
Holdco, L.P., a Cayman Islands exempted limited partnership.

     

    “Company” has the
meaning set forth in the preamble and includes any successor entity
thereto.

     

    “Designated
Securities” has the meaning set forth in Section
7.3.

     

    “Effective Date” has
the meaning set forth in the Subscription Agreement.

     

    “Equity Securities”
means (i) shares or other equity interests (including the Class A Common
Shares and the Class B Common Shares) of the Company and (ii) options,
warrants or other securities that are directly or indirectly convertible into,
or exercisable or exchangeable for, shares or other equity interests of the
Company.

     

    “Excluded Securities”
has the meaning set forth in Section
7.1.

     

    “Fair Market Value”
has the meaning set forth in Section
10.14.

     

    “Governmental
Approval” means, with respect to any Transfer of Equity Securities, any
consent, clearance or other action by, or filing with, any Governmental
Authority required in connection with such Transfer and the expiration or early
termination of any applicable statutory waiting period in connection with such
action or filing.

     

    “Governmental
Authority” means any nation or government or multinational body, any
state, agency, commission, or other political subdivision thereof or any entity
(including a court) exercising executive, legislative, judicial or
administration functions of or pertaining to government, any stock exchange or
self regulatory entity supervising, organizing and supporting any stock
exchange.

     

    “Group” means, with
respect to a Person, such Person and (i) such Person’s spouse, (ii) a lineal
descendant of such Person or such Person’s parents, the spouse of any such
descendant or a lineal descendant of any such spouse, (iii) The Ronald S. Lauder
Foundation, The Neue Galerie New York or a charitable institution controlled
(whether by funding or otherwise) by such Person and/or other members of such
Person’s Group, (iv) a trustee of a trust (whether inter vivos or testamentary),
all of the current beneficiaries and presumptive remaindermen of which are such
Person and/or one or more Persons described in clauses (i) through (iii) of this
definition, (v) a corporation, limited liability company, trust, cooperative or
partnership or any other entity of which all of the outstanding shares of
capital stock or interests therein are owned by such Person and/or Persons
described in clauses (i) through (iv) of this definition, (vi) an individual
covered by a qualified domestic relations order with such Person or any Person
described in clauses (i) or (ii) of this definition or (vii) a legal or personal
representative of such Person or any Person described in clause (i), (ii) or
(vi) in the event of any such Person’s death or disability.  For
purposes of this definition, “presumptive remaindermen” refers to those Persons
entitled to a share of a trust’s assets if it were then to
terminate.

     

    
      
         


      

      
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    “Investor” and “Investors” have the
meanings set forth in the preamble.

     

    “Involuntary Transfer”
means any Transfer (i) by seizure under levy of attachment or execution, (ii) in
connection with any voluntary or involuntary bankruptcy or other court
proceeding to a debtor in possession, trustee in bankruptcy or receiver or other
officer or agency, (iii) pursuant to any statute pertaining to escheat or
abandoned property, (iv) pursuant to a divorce or a separation agreement or a
final decree of a court in a divorce action, (v) to a legal representative of
any person occasioned by the incompetence of such person and (vi) to a Person
upon the death of an RSL Investor (who is a natural Person), by will (as in
effect on the Effective Date) or intestacy or pursuant to the laws governing
descent and distribution.  Any transferee of Equity Securities
pursuant to an Involuntary Transfer shall remain bound by and subject to the
obligations and restrictions applicable to such Equity Securities to the fullest
extent permissible under applicable Law.

     

    “Law(s)” means all
laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders
and decrees.

     

    “Negotiation Period”
has the meaning set forth in Section
3.3(c).

     

    “New Stock” has the
meaning set forth in Section
6.3.

     

    “New York Court” has
the meaning set forth in Section
10.10.

     

    “Offer Notice” has the
meaning set forth in Section
4.1.

     

    “Offered Shares” has
the meaning set forth in Section
4.1.

     

    “Offering Investor”
has the meaning set forth in Section
4.1.

     

    “Other Investor”
means, for purposes of Section 5 with
respect to any Selling Investor, all Investors other than such Selling
Investor.

     

    “Party” and “Parties” have the
meanings set forth in the preamble.

     

    “Permitted Transfer”
means Transfers among the RSL Investors or Transfers among the TW Investors, as
the case may be.

     

    “Person” means any
individual, corporation, partnership, limited liability company, association or
trust or other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.

     

    “Potential Acquiror”
has the meaning set forth in Section
3.3(c).

     

    
      
         


      

      
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    “Proposed Securities”
has the meaning set forth in Section
7.1(a).

     

    “QEF Election” has the
meaning set forth in Section
6.7.

     

    “Registration Rights
Agreement” means that certain Registration Rights Agreement by and
between the Company and TW, dated as of the date hereof.

     

    “ROFO Recipients” has
the meaning set forth in Section
4.1.

     

    “RSL CME GP” has the
meaning set forth in the preamble.

     

    “RSL CME LP” has the
meaning set forth in the preamble.

     

    “RSL Excluded Persons”
means Adele Guernsey L.P, Leonard Lauder, LWG Family Partners, L.P., RAJ Family
Partners, L.P. and Richard Rich.

     

    “RSL Excluded Shares”
means (i) the TW Shares, (ii) the 3,138,566 Class B Common Shares beneficially
owned by Adele Guernsey L.P., (iii) the 72,620 Class B Common Shares
beneficially owned by Leonard Lauder, (iv) the 110,717 Class B Common Shares
beneficially owned by LWG Family Partners, L.P., (v) the 29,999 Class A Common
Shares beneficially owned by Adele Guernsey L.P., (vi) the 30,000 Class A Common
Shares beneficially owned by LWG Family Partners, L.P., (vii) the 1 Class A
Common Share beneficially owned by Richard Rich and (viii) the 105,231 Class B
Common Shares beneficially owned by RAJ Family Partners, L.P.

     

    “RSL Investors” has
the meaning set forth in the preamble.

     

    “RSL Permitted
Transferee” means (A) any Person that (i) is in the same Group as Ronald
S. Lauder and (ii) is a transferee in connection with a Transfer pursuant to a
bona fide estate planning purpose or (B) any Person that is a transferee in
connection with an Involuntary Transfer; provided, that any
Class B Common Shares Transferred pursuant to clauses (i), (ii), (iii) and (iv)
of the definition of Involuntary Transfer shall first be converted to Class A
Common Shares.  No Person shall be an RSL Permitted Transferee
pursuant to clause (A) until such transferee has executed and delivered to TW
and the Company (x) a joinder to this Agreement in the form annexed hereto as
Exhibit A
pursuant to which such transferee agrees to be bound by this Agreement, and to
be treated as, and be entitled to the benefits of, and subject to the
obligations and restrictions applicable to, the RSL Investors for all purposes
of this Agreement; and (y) a joinder to the TW Voting Agreement in the form
annexed to the TW Voting Agreement as Exhibit A pursuant to
which such transferee agrees to be bound by the TW Voting Agreement, and to be
treated as, and be entitled to the benefits of, and subject to the obligations
and restrictions applicable to, the RSL Investors for all purposes of the TW
Voting Agreement; and provided further that, in the
case of clause (A) above, any such Person remains in the same Group as Ronald S.
Lauder (and if such Person ceases to be in the same Group as Ronald S. Lauder,
an RSL Investor shall give notice promptly to TW and the Company of the change
in circumstances and such former Group member of Ronald S. Lauder shall
immediately and unconditionally Transfer any Equity Securities held by it back
to Ronald S. Lauder or an RSL Permitted Transferee).  No Person shall
be an RSL Permitted Transferee pursuant to clause (B) above until such
Transferee has executed and delivered to TW and the Company a joinder as set
forth in clause (x) and clause (y) to the fullest extent permitted under
applicable Law.  For the avoidance of doubt, any Person that is a
transferee pursuant to a Permitted Transfer from an RSL Investor shall be an RSL
Permitted Transferee.

     

    
      
         


      

      
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    “RSL Savannah” has the
meaning set forth in the preamble.

     

    “Securities Act” means
the Securities Act of 1933.

     

    “Selling Investor” has
the meaning set forth in Section
5.1.

     

    “Standstill Period”
has the meaning set forth in Section
3.3(d).

     

    “Subscription
Agreement” has the meaning set forth in the recitals.

     

    “Tag-Along Notice” has
the meaning set forth in Section
5.1.

     

    “Tag-Along Rights” has
the meaning set forth in Section
5.2.

     

    “Tag-Along
Transaction” means the Transfer by any Investor of any Equity Securities
held by such Investor (in a Transfer permitted pursuant to Section 3 hereof),
whether in one transaction or in a series of related transactions.  A
Tag-Along Transaction shall not include any Transfer (a) that constitutes a
Permitted Transfer, (b) effected in connection with the consummation of a Change
of Control Transaction, (c) that constitutes a TW Upstream Transfer, (d)
effected pursuant to Section 4 or (e) that
constitutes 1% or less in any single transaction (or 3% or less in the case of
all such Transfers in the aggregate) of the Equity Securities beneficially owned
by such Investor and its Affiliates in the aggregate, on the Closing
Date.

     

    “Tag-Along Transferee”
has the meaning set forth in Section
5.2.

     

    “Takeover Proposal”
has the meaning set forth in Section
3.3(c).

     

    “Time Warner” means
Time Warner Inc., a Delaware corporation (including any successor entity
thereto).

     

    “Transfer” means a
direct or indirect transfer in any form, including a sale, assignment,
conveyance, pledge, charge, mortgage, encumbrance, securitization, hypothecation
or other disposition, or any purported severance or alienation of any beneficial
interest (including the creation of any derivative or synthetic interest) or
“beneficial ownership” (as determined pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934, as in effect on the date hereof), or the act of
so doing, as the context requires, other than any bona fide mortgage,
encumbrance, pledge or hypothecation of capital stock to a financial institution
in connection with any bona fide loan to an RSL Investor or a TW Investor from
such financial institution in which such financial institution does not have the
power to vote or dispose of such capital stock other than in the case of a
default caused by the actions or inactions of such Investor and provided that
such financial institution executes a joinder to this Agreement in the form
annexed hereto as Exhibit A; provided, that the
following shall not constitute a Transfer: (x) a transfer of voting power
by a TW Investor to the Voting Rights Holder (as defined in the TW Voting
Agreement) pursuant to the TW Voting Agreement and (y) any distribution of
Equity Securities of the Company by any RSL Investor or any of its Affiliates
(including CME Holdco and, for purposes of this clause (y), the RSL Excluded
Persons) to any shareholder, member or partner of such RSL Investor or such
Affiliate, pursuant to the terms of such RSL Investor’s or such Affiliate’s
governing documents.

     

    
      
         


      

      
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    “TW” has the meaning
set forth in the preamble.

     

    “TW Investors” has the
meaning set forth in the preamble.

     

    “TW Permitted
Transferee” means (i) any Person that is a direct or indirect wholly
owned subsidiary of Time Warner or (ii) any Person that is a transferee in
connection with clause (ii) of the definition of Involuntary Transfer; provided that any
Class B Common Shares Transferred pursuant to clause (ii) of the definition of
Involuntary Transfer shall first be converted to Class A Common
Shares.  No Person shall be a TW Permitted Transferee hereunder
pursuant to clause (i) above until such Person has executed and delivered to the
Company (x) a joinder to this Agreement in the form annexed hereto as Exhibit A pursuant to
which such transferee agrees to be bound by this Agreement, and to be treated
as, and be entitled to the benefits of, and subject to the obligations and
restrictions applicable to, the TW Investors for all purposes of this Agreement
and (y) a joinder to the TW Voting Agreement in the form annexed to the TW
Voting Agreement as Exhibit A pursuant to
which such transferee agrees to be bound by the TW Voting Agreement, and to be
treated as, and be entitled to the benefits of, and subject to the obligations
and restrictions applicable to, the TW Investors for all purposes of the TW
Voting Agreement; and, provided further that, in the
case of clause (i) above, any such Person remains a direct or indirect wholly
owned subsidiary of Time Warner (and if such Person ceases to a direct or
indirect wholly owned subsidiary of Time Warner, TW shall give notice promptly
to RSL Savannah and the Company of the change in circumstances and such former
direct or indirect wholly owned subsidiary of Time Warner shall immediately and
unconditionally Transfer any Equity Securities held by it back to TW or a TW
Permitted Transferee).  No Person shall be a TW Permitted Transferee
pursuant to clause (ii) above until such Transferee has executed and delivered
to the Company a joinder as set forth in clause (x) and clause (y) to the
fullest extent permitted under applicable Law.

     

    “TW Shares” has the
meaning set forth in the recitals.

     

    “TW Upstream Transfer”
means Transfers of the securities of Time Warner, including a Change of Control
Transaction (provided that, for
purposes of this definition, “the Company” in the definition of Change of
Control Transaction shall be replaced with “Time Warner”), and issuances of
securities of Time Warner by Time Warner.

     

    “TW Voting Agreement”
has the meaning set forth in the recitals.

     

    “TWMH” has the meaning
set forth in the recitals.

     

    3.        
    Transfer
Restrictions.

     

    3.1.           Subject
in all respects to compliance with Sections 3.2 and
3.3:

     

    
      
         


      

      
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    (a)           On
or prior to the earliest of (i) May 18, 2013, (ii) the date on which the
RSL Investors and their Affiliates in the aggregate have Transferred more than
10% (measured as of the first day of such period) of the Equity Securities
beneficially owned by the RSL Investors and their Affiliates in the aggregate in
any given 365 day period and (iii) the date on which the RSL Investors and their
Affiliates in the aggregate have Transferred more than 30% (measured as of the
date hereof) of the Equity Securities beneficially owned by the RSL Investors
and their Affiliates in the aggregate, no TW Investor shall Transfer any Equity
Securities (which Equity Securities for purposes of this clause shall not
include any Class A Common Shares acquired by any TW Investor after the date
hereof from any Person other than any RSL Investors or any of their respective
Affiliates) at any time other than with respect to Transfers (A) that constitute
Permitted Transfers, (B) that are approved by each of RSL Savannah, TW and the
Company, it being understood that the Company’s consent shall (x) not be
unreasonably withheld and (y) be required only to the extent such Transfer would
cause a default under the outstanding indebtedness of the Company as in effect
on the Effective Date as set forth on Schedule A to the TW
Voting Agreement, (C) effected in connection with the consummation of a Change
of Control Transaction, (D) by any TW Investor in compliance with the terms and
conditions of Section
5 (Tag-Along Rights) pursuant to a Tag-Along Transaction initiated by an
RSL Investor or (E) that constitute TW Upstream Transfers; it being understood
that with respect to any Transfer by any TW Investor that is permitted pursuant
to this Section
3.1(a) (except with respect to Transfers pursuant to clauses (A) through
(E) hereof) prior to May 18, 2013, such transferring TW Investor must first
comply with the terms and conditions of Section 4 (Right of
First Offer) and Section 5 (Tag-Along
Rights) hereof.

     

    (b)           Each
RSL Investor shall be permitted to freely Transfer any Equity Securities without
restriction, subject to compliance with the terms and conditions of Section 4 (Right of
First Offer) and Section 5 (Tag-Along
Rights) hereof; it being understood that with respect to Transfers (A) that
constitute Permitted Transfers, (B) that are approved by each of RSL Savannah,
TW and the Company, it being understood that the Company’s consent shall (x) not
be unreasonably withheld and (y) be required only to the extent such Transfer
would cause a default under the outstanding indebtedness of the Company as in
effect on the Effective Date as set forth on Schedule A to the TW
Voting Agreement or (C) that are effected in connection with the consummation of
a Change of Control Transaction, such RSL Investor shall not be required to
comply with the terms and conditions of Section 4 (Right of
First Offer) and Section 5 (Tag-Along
Rights) hereof.

     

    (c)           Any
transferee pursuant to any Permitted Transfer shall agree in writing with the
Parties to be bound by, to comply with all applicable provisions of, and to be
deemed to be an Investor for purposes of, this Agreement, and shall be made a
Party hereto by executing a joinder agreement in the form attached as Exhibit A
hereto.  Any purported Transfer in violation of the provisions of this
Section 3 or
the Company’s Bye-laws shall be null and void and of no force and
effect.  For the avoidance of doubt, each Investor hereby agrees and
acknowledges that the Company shall not be obligated to recognize or register
any Transfer that is in violation of this Agreement or the Company’s Bye-laws,
and the Company shall not be obligated to, at any meeting of the Company,
recognize the vote(s) applicable to any Equity Security that has been so
Transferred in violation of this Agreement or the Company’s
Bye-laws.

     

    3.2.           Conversion of
Shares.

     

    
      
         


      

      
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    (a)           Each
TW Investor agrees and acknowledges that should such TW Investor seek to
Transfer any Class B Common Shares (except in connection with a TW Upstream
Transfer) held by such TW Investor to a third party that is not a TW Permitted
Transferee, prior to, and as a condition to, such Transfer, such TW Investor
shall cause the Class B Common Shares that are proposed to be Transferred to be
converted into Class A Common Shares and such Transfer shall be treated as an
automatic election by such TW Investor to convert such Class B Common Shares
into Class A Common Shares under Section 3(4) of the Company’s Bye-laws and the
Company hereby agrees that, upon any such deemed election, it shall amend its
register of shareholders to reflect that conversion.

     

    (b)           Except
with respect to (i) Transfers to other RSL Permitted Transferees or (ii) during
the term of the TW Voting Agreement, Transfers to any TW Investors, each RSL
Investor agrees and acknowledges that should such RSL Investor or any Affiliate
of such RSL Investor, at any time, propose to Transfer any Class B Common Shares
held by such RSL Investor or any Affiliate of such RSL Investor, prior to, and
as a condition to such Transfer, such RSL Investor shall cause the Class B
Common Shares that are proposed to be Transferred to be converted into Class A
Common Shares and such Transfer shall be treated as an automatic election by
such RSL Investor to convert such Class B Common Shares into Class A Common
Shares under Section 3(4) of the Company’s Bye-laws and the Company hereby
agrees that, upon any such deemed election, it shall amend its register of
shareholders to reflect that conversion.  All Class B Common Shares
Transferred by an RSL Investor or any Affiliate of such RSL Investor to a TW
Investor pursuant to the terms of this Agreement shall be converted into Class A
Common Shares immediately prior to the expiration of the TW Voting Agreement and
the expiration of the TW Voting Agreement shall be treated as an automatic
election by such TW Investor to convert such Class B Common Shares into Class A
Common Shares under Section 3(4) of the Company’s Bye-laws and the Company
hereby agrees that, upon any such deemed election, it shall amend its register
of shareholders to reflect that conversion.

     

    (c)           Notwithstanding
anything to the contrary herein, prior to May 18, 2013, each RSL Investor
agrees and acknowledges that it shall not, and it shall cause all of its
Affiliates not to, Transfer any Class B Common Shares held by any such RSL
Investor or Affiliate thereof if (i) as a result or consequence of such Transfer
or (ii) assuming the conversion, exercise or exchange of other securities of the
Company that are issued and outstanding after giving effect to such Transfer
that are vested, exercisable or convertible (in all cases, excluding any vested
options or convertible securities that have an exercise or conversion price per
share greater than the Fair Market Value of the Class A Common Shares at such
time) immediately after giving effect to such Transfer, all Class B Common
Shares issued and outstanding would automatically convert into Class A Common
Shares pursuant to the Company’s Bye-laws; provided, that this
Section 3.2(c)
shall not apply to any Transfers made by any RSL Investor in connection with (i)
a Change of Control Transaction or (ii) an Involuntary Transfer.

     

    (d)           Each
TW Investor agrees and acknowledges that immediately prior to the termination of
the TW Voting Agreement, such TW Investor shall cause the conversion of all
Class B Common Shares received by any TW Investor from any RSL Investor into
Class A Common Shares and that such conversion will be treated as an automatic
election by such TW Investor to convert such Class B Common Shares into Class A
Common Shares under Section 3(4) of the Company’s Bye-laws and the Company
hereby agrees that, upon any such deemed election, it shall amend its register
of shareholders to reflect that conversion.

     

    
      
         


      

      
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    (e)           Prior
to May 18,
2013, each TW Investor agrees and acknowledges that it shall not, and it shall
cause its Affiliates not to, without the prior written consent of RSL Savannah,
cause the conversion of any Class B Common Shares held by the RSL Investors and
their Affiliates into Class A Common Shares by converting any of the Class B
Common Shares held by the TW Investors and their Affiliates into Class A Common
Shares for so long as such Class B Common Shares are held by the TW Investors
and their Affiliates.

     

    3.3.           Change of Control
Transaction.

     

    (a)           Notwithstanding
anything to the contrary herein, prior to May 18, 2012, each TW Investor
agrees and acknowledges that, without the prior written consent of RSL Savannah,
it shall not, and it shall cause all of its Affiliates not to, initiate,
solicit, knowingly facilitate or enter into any discussions, negotiations,
arrangements or understandings with respect to a Change of Control Transaction
or similar corporate transaction.  Between May 18, 2012 and
May 18, 2013, TW shall consult with RSL Savannah and the Company on a
current basis and in good faith with respect to any discussions, negotiations,
arrangements or understandings undertaken by a TW Investor or any of their
respective Affiliates in connection with a Change of Control Transaction, and TW
shall notify RSL Savannah and the Company in writing within thirty (30) days
prior to the initiation of a sale process or the entry into negotiations by TW
or any Affiliate thereof in connection with a Change of Control Transaction or
similar corporate transaction.

     

    (b)           Prior
to May 18, 2013, RSL Savannah and the Company, as the case may be, shall
consult with TW on a current basis and in good faith with respect to any
discussions, negotiations, arrangements or understandings undertaken by an RSL
Investor or any of their respective Affiliates or the Company, as the case may
be, in connection with a Change of Control Transaction, and it, as the case may
be, shall notify TW in writing within thirty (30) days prior to the initiation
of a sale process or the entry into negotiations by an RSL Investor or any of
its Affiliates or the Company, as the case may be, in connection with a Change
of Control Transaction or similar corporate transaction, subject to TW’s entry
into a customary confidentiality agreement in such form and substance reasonably
acceptable to RSL Savannah or the Company, as the case may be.


    
      
         


      

      
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    (c)           In
the event that at any time the Board of Directors of the Company (the “Board”) has
determined to approve and/or recommend to the shareholders of the Company an
offer or proposal from any Person with respect to a Change of Control
Transaction (a “Takeover Proposal”),
and at such time the TW Investors beneficially own, directly or indirectly, not
less than 25% of the TW Shares (as adjusted for splits, combination of shares,
reclassification, recapitalization or like changes in capitalization and whether
such TW Shares are in the form of Class A Common Shares or Class B Common
Shares), the Company shall: (i) give each TW Investor prompt written notice of
(A) such determination by the Board with respect to such Takeover Proposal and
(B) the material terms and conditions of the Takeover Proposal, including the
identity of the party making such Takeover Proposal (the “Potential Acquiror”),
subject to any agreements between the Company and the Potential Acquiror with
respect to an obligation of the Company to maintain the confidentiality of the
identity of the Potential Acquiror, and, if available, a copy of the relevant
proposed transaction agreements with such party and any other material
information necessary for the TW Investor to understand the terms and conditions
of the Takeover Proposal (including any relevant non-public information provided
to the Potential Acquiror or its Affiliates or representatives), (ii) give each
TW Investor ten (10) days after delivery of such notice (the “Negotiation Period”)
to propose to the Company an alternate transaction constituting a Change of
Control Transaction involving such TW Investor or its Affiliates and (iii)
negotiate in good faith with such TW Investor or its Affiliates with respect to
such alternate proposal.  If such alternate proposal is more favorable
to the shareholders of the Company from a financial point of view than the
Takeover Proposal, (I) the Board shall approve and recommend to the shareholders
of the Company the transaction that is the subject of such alternate proposal
made by a TW Investor or an Affiliate thereof and (II) each RSL Investor shall,
and shall cause its Affiliates to, accept such alternate proposal made by a TW
Investor or Affiliate thereof (whether by vote or tender) in respect of all
Equity Securities that are beneficially owned by such RSL Investor; provided
that, the Board and each RSL Investor shall be under no obligation to approve,
recommend to shareholders or accept, as the case may be, any alternate proposal
to the extent that a Person has offered a subsequent Takeover Proposal that is
more favorable to the shareholders of the Company from a financial point of view
than such alternate proposal; provided, however, in the event
of such subsequent Takeover Proposal, the Company shall comply with clauses (i),
(ii) and (iii) of this Section 3.3(c) with
respect thereto and the Negotiation Period shall recommence.  Subject
to the foregoing sentence, the good faith determination of the majority of the
disinterested directors of the Board as to whether any alternate proposal is
more favorable to the shareholders of the Company from a financial point of
view, compared to the most recent Takeover Proposal, shall be
conclusive.  In the event that no TW Investor or any Affiliate thereof
makes an alternate proposal to the Company as provided by the foregoing, each TW
Investor shall accept such Takeover Proposal (whether by vote or tender) in
respect of all Equity Securities that are beneficially owned by such TW Investor
within the time period required by such Takeover Proposal, unless the Board
withdraws, withholds, qualifies or modifies or fails to promptly reconfirm (in
the case of the public announcement of an alternate Change of Control
Transaction to the Takeover Proposal) its recommendation of the Takeover
Proposal.

     

    (d)           The
TW Investors agree that until the termination of the TW Voting Agreement (the
“Standstill
Period”), without the prior written consent of the Board, none of the TW
Investors shall, alone or as part of a “group” (within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as in effect on the date
hereof) or in concert with others, in any manner acquire, directly or
indirectly, any Equity Securities that would result in the TW Investors and
their Affiliates owning Equity Securities representing more than 49.9% of the
aggregate voting power of all Equity Securities outstanding at the time of any
such acquisition and without regard to any possible subsequent changes in the
capitalization of the Company.  Notwithstanding anything contained
herein to the contrary, this Section 3.3(d) shall
not prohibit or limit the ability of the TW Investors to (A) acquire Class A
Common Shares upon (x) the conversion of any Class B Common Shares held by the
TW Investors or (y) receive Equity Securities issued or issuable by way of
dividend, split, subdivision, conversion or consolidation of shares or in
connection with a reclassification, recapitalization, amalgamation, merger,
consolidation, going private, tender offer, amalgamation, change of control,
other reorganization or otherwise in exchange for or with respect to Equity
Securities owned by the TW Investors, (B) acquire any Equity Securities in any
transaction or series of transactions approved and/or recommended to the
shareholders of the Company by the Board pursuant to which the TW Investors
acquire a controlling interest in the Company (whether by merger, consolidation,
amalgamation, tender offer, recapitalization, reorganization, scheme of
arrangement or any other transaction, including pursuant to Section 3.3(c)), or
(C) make any proposal to the Board to acquire, or acquire, any Equity Securities
in any transaction or series of transactions pursuant to which the TW Investors
would acquire a controlling interest in the Company (whether by merger,
consolidation, amalgamation, tender offer, recapitalization, reorganization,
scheme of arrangement or any other transaction, including pursuant to Section
3.3(c)).

     

    
      
         


      

      
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    4.           Right of First
Offer.

     

    4.1.           Prior
to any Transfer by the RSL Investors or their Affiliates or the TW Investors or
their Affiliates of any Equity Securities (such transferring Person, an “Offering Investor”),
the Offering Investor shall deliver to the TW Investors or the RSL Investors, as
applicable (such Investors, the “ROFO Recipients”),
written notice (the “Offer Notice”)
stating such Offering Investor’s intention to effect such a Transfer, the number
of Equity Securities subject to such Transfer (the “Offered Shares”), and
the material terms and conditions of the proposed
Transfer.  Notwithstanding the foregoing, Transfers that (i)
constitute Permitted Transfers, (ii) are approved by each of RSL Savannah, TW
and the Company, it being understood that the Company’s consent shall not be
unreasonably withheld and shall only be required only to the extent such
Transfer would cause a default under the outstanding indebtedness of the Company
as in effect on the Effective Date as set forth on Schedule A to the TW Voting
Agreement, (iii) are effected in connection with the consummation of a Change of
Control, (iv) convey 1% or less in any single transaction (or 3% or less in the
case of all such Transfers in the aggregate per annum) of the Equity Securities
beneficially owned by the RSL Investors and their Affiliates in the aggregate or
owned by the TW Investors and their Affiliates in the aggregate, as applicable,
on the date hereof, (v) occur following May 18, 2013 or (vi) constitute TW
Upstream Transfers, shall not be subject to compliance with this Section
4.  The Offer Notice may require that the signing of any sale
documentation relating to the Offered Shares to the ROFO Recipients occur on a
date that is no less than fifteen (15) days, and no more than thirty (30) days,
after the date of the Offer Notice.

     

    4.2.           Upon
receipt of the Offer Notice, the ROFO Recipients shall have an irrevocable,
non-transferable option for fifteen (15) days to purchase from the Offering
Investor on the terms and conditions described in the Offer Notice all, but not
less than all, of the Offered Shares, by sending irrevocable written notice of
such acceptance to the Offering Investor and the Company stating the ROFO
Recipients’ intention to collectively purchase all of the Offered Shares and the
ROFO Recipients shall then be obligated to purchase, and the Offering Investor
shall then be obligated to sell the Offered Shares on the terms and conditions
set forth in the Offer Notice.

     

    4.3.           If
the ROFO Recipients do not elect to purchase all of the Offered Shares pursuant
to this Section
4, then the Offered Shares set forth in the Offer Notice shall be deemed
declined and the Offering Investor shall be free for a period of thirty (30)
days from the date the written notice from the ROFO Recipients was due to be
received by the Offering Investor to enter into customary definitive agreements
to Transfer the Offered Shares to any Person for consideration having a Fair
Market Value equal to or greater than the consideration set forth in the Offer
Notice, and otherwise on terms and conditions no more favorable, in any material
respect, to the transferee than the terms and conditions contained in the Offer
Notice, and to transfer to such Person the Offered Shares pursuant to such
definitive agreements.  The Fair Market Value of any non-cash
consideration shall be determined in accordance with the Pricing Procedure set
forth in Section 10.14.

     

    
      
        
        

      

      
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    4.4.           If
the ROFO Recipients do not elect to purchase all of the Offered Shares pursuant
to this Section
4, and the Offering Investor has not entered into a definitive agreement
described in Section
4.3 within thirty (30) days and consummated an alternative Transfer
within one hundred and eighty (180) days, in each case, from the date the
written notice from the ROFO Recipients was due to be received by the Offering
Investor, then the provisions of this Section 4 shall again
apply, and such Offering Investor shall not Transfer or offer to Transfer such
Equity Securities without again complying with this Section
4.

     

    4.5.           Upon
exercise by the ROFO Recipients of their right of first offer, the ROFO
Recipients and the Offering Investor shall be legally obligated to consummate
the purchase contemplated thereby, on the terms and conditions set forth in the
Offer Notice and shall use their commercially reasonable efforts to (i) secure
any Governmental Approvals required to comply with all applicable Laws as soon
as reasonably practicable, (ii) take all such other actions and to execute such
additional documents as are reasonably necessary or appropriate in connection
therewith and (iii) consummate the purchase of the Offered Shares as promptly as
practicable.

     

    4.6.           The
restrictions set forth in this Section 4 are in
addition to (and not in lieu of) the restrictions set forth in Section
3.  All Class B Common Shares subject to Transfer to any TW
Investor in connection with the exercise of the right of first offer described
in this Section
4 during the term of the TW Voting Agreement shall be automatically
converted into Class A Common Shares immediately prior to the expiration of the
TW Voting Agreement, and such Transfer shall be treated as an automatic election
by such TW Investor to convert such Class B Common Shares into Class A Common
Shares under Section 3(4) of the Company’s Bye-laws and the Company hereby
agrees that, upon any such deemed election, it shall amend its register of
shareholders to reflect that conversion.

     

    4.7.           If
the ROFO Recipients consist of more than one TW Investor or RSL Investor, each
TW Investor or RSL Investor, as applicable, shall be entitled to acquire its pro
rata portion (based on the number of Equity Securities held by each such TW
Investor or RSL Investor, respectively, on the date of receipt of the Offer
Notice) of the Offered Shares, or such other proportion as the TW Investors or
the RSL Investors, as applicable, may agree mutually.

     

    4.8.           Notwithstanding
the foregoing, prior to any Transfer of any Equity Securities by an Offering
Investor pursuant to this Section 4, the
Offering Investor shall, after complying with the provisions of this Section 4, comply
with the provisions of Section 5 hereof, if
applicable.

     

    
      
         


      

      
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    5.           Tag-Along
Rights.

     

    5.1.           Subject
to complying with the provisions of Section 4 above, if
any Investor(s) or any Affiliate of such Investor(s) (for purposes of this Section 5, a “Selling Investor”)
proposes to effect a Tag-Along Transaction prior to and including May 18,
2013, then such Selling Investor(s) shall give written notice (a “Tag-Along Notice”) to
each Other Investor setting forth in reasonable detail the terms and conditions
of such proposed Transfer, including the proposed amount and form of
consideration, terms and conditions of payment and a summary of any other
material terms pertaining to the Transfer.  In the event that the
terms and/or conditions set forth in the Tag-Along Notice are thereafter amended
in any respect, the Selling Investor(s) shall give written notice (an “Amended Tag-Along
Notice”) of the amended terms and conditions of the proposed Transfer to
each Other Investor.  The Selling Investor(s) shall provide additional
information with respect to the proposed Transfer as reasonably requested by the
Other Investors.

     

    5.2.           The
Other Investors shall have the right, exercisable upon written notice to the
Selling Investor(s) within twenty (20) days after receipt of any Tag-Along
Notice, or, if later, within seven (7) days of such receipt of the most recent
Amended Tag-Along Notice, to participate in the proposed Transfer by the Selling
Investor(s) to the proposed purchaser (the “Tag-Along
Transferee”) on the terms and conditions set forth in such Tag-Along
Notice or the most recent Amended Tag-Along Notice, as the case may be (such
participation rights being hereinafter referred to as “Tag-Along
Rights”).  Any Other Investor that has not notified the Selling
Investor(s) of its intent to exercise Tag-Along Rights within twenty (20) days
of receipt of a Tag-Along Notice (or, if applicable, within seven (7) days of
receipt of an Amended Tag-Along Notice) shall be deemed to have elected not to
exercise such Tag-Along Rights with respect to the Transfer contemplated by such
Tag-Along Notice.  Each Other Investor may participate with respect to
Equity Securities owned by such Party in an amount equal to the product of (i) a
fraction, the numerator of which is equal to the total number of Equity
Securities owned by such Other Investor, and the denominator of which is the
aggregate number of Equity Securities collectively owned by the Selling
Investor(s), all participating Other Investors, all other holders of Equity
Securities who have exercised a Tag-Along Right similar to the rights granted to
the Other Investors in this Section 5 that
are in existence on the Effective Date (excluding any vested options or
convertible securities that have an exercise or conversion price per share
greater than the price per share to be paid by the Tag-Along Transferee) and
(ii) the total number of Equity Securities that the Tag-Along Transferee has
agreed or committed to purchase.

     

    5.3.           At
the closing of the Transfer to any Tag-Along Transferee pursuant to this Section 5, the
Tag-Along Transferee shall remit to each Other Investor the consideration for
the Equity Securities of such Investor sold pursuant hereto (less each Other
Investor’s pro rata portion of the consideration to be escrowed or held back, if
any, as described below), against delivery by such Other Investor of
certificates (if any) or other instruments evidencing such Equity Securities,
duly endorsed for Transfer or with duly executed stock powers, instruments of
transfer or similar instruments, or such other instrument of Transfer of such
Equity Securities as may be reasonably requested by the Tag-Along Transferee and
the Company, with all stock transfer taxes paid and stamps
affixed.  Additionally, each Other Investor shall comply with any
other conditions to closing generally applicable to such Selling Investor(s) and
all Other Investors selling Equity Securities in such
transaction.  The consummation of such proposed Transfer shall be
subject to the sole discretion of the Selling Investor(s), who shall have no
liability or obligation whatsoever to any Other Investor participating therein
other than to obtain for such Other Investor the same terms and conditions as
those set forth in the Tag-Along Notice or any Amended Tag-Along
Notice.  Each Other Investor shall receive the same amount and form of
consideration received by the Selling Investor for each Share.  To the
extent that the Parties are to provide any indemnification or otherwise assume
any other post-closing liabilities, the Selling Investor(s) and all Other
Investors selling Equity Securities in a transaction under this Section 5 shall do so
severally and not jointly (and on a pro rata basis in accordance with their
Equity Securities being sold and solely with respect to the representations,
warranties and covenants that are applicable to such Selling Investor in
connection with such Transfer), and their respective potential liability
thereunder shall not exceed the proceeds received, subject to customary
exceptions in excess of such limits.

     

    
      
         


      

      
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    6.           Other
Agreements.

     

    6.1.           RSL
Voting.

     

    (a)           Subject
to Section 6.3
below, for so long as the TW Investors and their Affiliates beneficially own,
directly or indirectly, at least 25% of the TW Shares (as adjusted for splits,
combination of shares, reclassification, recapitalization or like changes in
capitalization and whether such TW Shares are in the form of Class A Common
Shares or Class B Common Shares), the RSL Investors shall not, and shall cause
their respective Affiliates not to, vote any Equity Securities beneficially
owned by such Persons, respectively, in favor of, or consent to (except in
connection with approving the transactions contemplated by the Subscription
Agreement), (i) an increase (via stock split, recapitalization, reclassification
or otherwise) in the number of Class B Common Shares authorized by the Company’s
Bye-laws as in existence on the Effective Date, (ii) the issuance by the Company
of any Class B Common Shares, (iii) the issuance by the Company of any preferred
stock (or any other securities) with general or specific voting rights superior
to those of the Class A Common Shares, (iv) the authorization or issuance by the
Company or any of its subsidiaries of any securities exercisable for or
convertible or exchangeable into (A) Class B Common Shares or (B) preferred
stock of the Company (or any other securities of the Company) with general or
specific voting power superior to those of the Class A Common Shares or (v) a
modification of the terms of the Class B Common Shares as such terms existed on
Effective Date.  For avoidance of doubt, a class of securities the
holders of which are entitled to vote as a separate class on any matter
submitted to the shareholders of the Company, other than as required by Law
(except in the case of a Change of Control Transaction), shall be deemed, for
purposes of this Agreement, to constitute securities with general or specific
voting rights superior to those of the Class A Common Shares.

     

    (b)           The
RSL Investors shall use their best efforts to vote, and shall use their best
efforts to cause their Affiliates to vote, all Equity Securities beneficially
owned by them as of the date thereof at each annual or special general meeting
of the shareholders of the Company called for the purpose of filling positions
on the Board, or by written consent executed in lieu of such a meeting of
shareholders, in favor of, the election to the Board of (A) two Persons
designated by the TW Investors as long as the TW Investors and their Affiliates
beneficially own at least a majority of the TW Shares (as adjusted for splits,
combination of shares, reclassification, recapitalization or like changes in
capitalization and whether such TW Shares are in the form of Class A Common
Shares or Class B Common Shares) or (B) one Person designated by the TW
Investors as long as the TW Investors and their Affiliates beneficially own at
least 25% of the TW Shares (as adjusted for splits, combination of shares,
reclassification, recapitalization or like changes in capitalization and whether
such TW Shares are in the form of Class A Common Shares or Class B Common
Shares), and the RSL Investors shall take all such other actions reasonably
within their power as shareholders of the Company to cause such Persons to be
elected to the Board.  The right of the TW Investors set forth in this
Section 6.1(b)
may not be Transferred to any Person except a TW Permitted
Transferee.

     

    
      
         


      

      
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    6.2.           Issuance of New
Securities.

     

    (a)           Subject
to Section 6.3
below, for so long as the TW Investors and their Affiliates beneficially own,
directly or indirectly, at least 25% of the TW Shares (as adjusted for splits,
combination of shares, reclassification, recapitalization or like changes in
capitalization and whether such TW Shares are in the form of Class A Common
Shares or Class B Common Shares), the Company shall not, without the consent of
TW (which consent shall not be subject to the TW Voting Agreement) (except in
connection with the transactions contemplated by the Subscription Agreement),
(i) propose or authorize an increase (via stock split, recapitalization,
reclassification or otherwise) in the number of Class B Common Shares authorized
by the Company’s governing documents as in existence on the Effective Date, (ii)
issue any Class B Common Shares, (iii) issue any preferred stock (or any other
securities) with general or specific voting rights superior to those of the
Class A Common Shares or (iv) issue, or authorize the issuance of, by the
Company or any of its subsidiaries, of any securities exercisable for or
convertible or exchangeable into (A) Class B Common Shares or (B) any preferred
stock of the Company (or any other securities of the Company) with general or
specific voting power superior to those of the Class A Common Shares; provided, that the
Company may issue options to purchase Class B Common Shares to RSL Savannah or
any RSL Permitted Transferee (including Ronald S. Lauder) in connection with
Ronald S. Lauder’s compensation for serving on the Board, including (i) any
options that have been granted prior to the Effective Date and (ii) after the
Effective Date, in an amount not to exceed options to purchase 5,000 Class B
Common Shares per year.

     

    (b)           Subject
to Section 6.3
below, for so long as the RSL Investors and their Affiliates beneficially own,
directly or indirectly, at least 25% of the Equity Securities (excluding the RSL
Excluded Shares, and as adjusted for splits, combination of shares,
reclassification, recapitalization or like changes in capitalization and whether
such Equity Securities are in the form of Class A Common Shares or Class B
Common Shares) held by them at the Closing Date, the Company shall not, without
the consent of RSL Savannah (except in connection with the transactions
contemplated by the Subscription Agreement), (i) propose or authorize an
increase (via stock split, recapitalization, reclassification or otherwise) in
the number of Class B Common Shares authorized by the Company’s governing
documents as in existence on the Effective Date, (ii) issue any Class B Common
Shares, (iii) issue any preferred stock (or any other securities) with general
or specific voting rights superior to those of the Class A Common Shares or (iv)
issue, or authorize the issuance of, by the Company or any of its subsidiaries,
of any securities exercisable for or convertible or exchangeable into (A) Class
B Common Shares or (B) any preferred stock of the Company (or any other
securities of the Company) with general or specific voting power superior to
those of the Class A Common Shares; provided, that the
Company may issue options to purchase Class B Common Shares to RSL Savannah or
any RSL Permitted Transferee (including Ronald S. Lauder) in connection with
Ronald S. Lauder’s compensation for serving on the Board, including (i) any
options that have been granted prior to the Effective Date and (ii) after the
Effective Date, in an amount not to exceed options to purchase 5,000 Class B
Common Shares per year.

     

    
      
         


      

      
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    6.3.           Issuance of New
Stock.  Notwithstanding anything to the contrary herein, the
Company may create, issue or authorize the issuance of, by the Company or any of
its subsidiaries, any preferred stock, or any securities exercisable for or
convertible or exchangeable into, preferred stock (collectively, the “New Stock”) of the
Company with a market rate liquidation preference superior to the liquidation
preference rights attached to the Class A Common Shares; provided, that such
shares of New Stock shall not have general or specific voting rights superior to
those of the Class A Common Shares and that the holders of such shares of New
Stock shall not be entitled to vote as a separate class on any matter submitted
to the shareholders of the Company for approval relating to a Change of Control
Transaction, or, except as required by Law, on any other matter; provided, further that the
Company may grant holders of any shares of New Stock the right to designate
directors to the Board in such number which shall not exceed an amount of
directors reasonably proportionate to such holders’ ownership interest in the
Company (except in the case of a default by the Company of the payment of
dividends due to be paid to such holders of shares of New Stock pursuant to the
terms of such New Stock, and in such case, such right to designate directors to
the Board shall only survive for so long as such default is not
cured).

     

    6.4.           Agreement to
Cooperate.  In connection with any Transfer of Class B Common
Shares by the RSL Investors or their Affiliates to the TW Investors in
accordance with the terms of this Agreement at any time prior to the termination
of the TW Voting Agreement, the RSL Investors shall, and shall cause their
respective Affiliates to, cooperate with TW in structuring such Transfer in such
a manner as to avoid the conversion of such Class B Common Shares into Class A
Common Shares.  All such Class B Common Shares Transferred in
accordance with this Section 6.4 shall be
(a) subject to the TW Voting Agreement and (b) converted by the applicable TW
Investor into Class A Common Shares immediately prior to the expiration of the
TW Voting Agreement.

     

    6.5.           Permitted
Holder.  In the event the Company proposes to enter into any
third party financing agreements or any other agreement (or amend any financing
agreement or other agreement in existence on the Effective Date) in which a
default or fundamental change  by the Company is triggered by the
beneficial ownership of Equity Securities by a shareholder of the Company or the
Transfer of Equity Securities by a shareholder of the Company, the Company shall
use commercially reasonable efforts to qualify the TW Investors as “permitted
holders” (or the applicable similar term) of Class B Common Shares and other
Equity Securities pursuant to any such agreement or amended
agreement.

     

    6.6.           Conduct of
Business.  The Company and its Subsidiaries will not use or
offer to use, directly or indirectly, any funds for any unlawful contribution,
gift, entertainment or other unlawful payment to any foreign or domestic
government official or employee, or any political party, party official,
political candidate or official of any public international organization in
violation of any applicable Law, including, as applicable, the U.S. Foreign
Corrupt Practices Act of 1977, as amended.  The Company has and will
continue to enforce its anti-bribery compliance program, which is designed to
detect and prevent any violations of applicable anti-bribery laws, which
includes, among other things and as appropriate, the adoption and implementation
of a policy against violations of applicable anti-bribery laws, periodic
training of appropriate officers and employees, appropriate due diligence
requirements on the retention and oversight of agents and business partners, and
periodic testing of the effectiveness in detecting and reducing violations of
applicable anti-bribery laws and the Company’s internal controls system and
compliance policy.  The Company will promptly inform Time Warner of
any activity that the Company has reasonably determined may constitute a
potential violation of any applicable anti-bribery law or a material violation
of the Company’s anti-bribery compliance policy by the Company or its personnel,
and in such instances will promptly investigate and address such potential
violation and shall cooperate with Time Warner and any relevant law enforcement
authorities.  The Company also will inform Time Warner if any of its
directors, officers, agents or senior managers becomes a foreign or domestic
government official or employee, except for such an official or employee in a
governmental position that has no relevance to the business of the
Company.

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    6.7.           Tax
Information.  By March 31 of each calendar year, the Company
shall provide the RSL Investors and the TW Investors, to the extent any such
Investor or a direct or indirect shareholder, partner or member thereof is
considered a “United States shareholder” of the Company within the meaning of
Section 951(b) of the Code, the information necessary to allow such shareholder
to comply with the applicable U.S. federal income tax reporting requirements
with respect to its investment in the Company, including information sufficient
to complete IRS Form 5471.  If in any taxable year the Company is
treated as a passive foreign investment company within the meaning of Section
1297 of the Code with respect to an RSL Investor or a TW Investor, or a direct
or indirect shareholder, partner or member thereof, the Company shall prepare a
statement described in U.S. Treasury Regulations Section 1.1295-1(g)(1) (an
“Annual Information
Statement”), so as to allow such RSL Investor or TW Investor or such
shareholder, partner or member thereof to file a “qualified electing fund”
election under Section 1295 of the Code (a “QEF Election”) with
respect to the Company or to comply with any U.S. federal, state or local income
tax reporting or filing requirements of such RSL Investor or such TW Investor or
shareholder, partner or member thereof in connection with such
election.  If in any taxable year an entity in which the Company
invests is treated as a passive foreign investment company within the meaning of
Section 1297 of the Code and an RSL Investor or a TW Investor, or a direct or
indirect shareholder, partner or member thereof, is deemed to own the shares of
such entity under Section 1298(a) of the Code and the U.S. Treasury
Regulations thereunder, the Company will use its best commercial efforts to (i)
cause such entity to comply with the information disclosure requirements
necessary for such entity to be a “qualified electing fund” under Section 1295
of the Code, (ii) obtain the necessary information to prepare an Annual
Information Statement with respect to such entity and (iii) deliver the Annual
Information Statement to the Person deemed to own the shares of such
entity.

     

    7.     
       Preemptive
Rights.

     

    7.1.           If
at any time, the Company determines to issue Equity Securities (other than: (i)
to employees, officers, directors, agents or consultants of the Company or any
subsidiary of the Company pursuant to employee benefit, stock option and stock
purchase plans maintained by the Company, in such amounts as are approved by the
Board; (ii) as consideration in connection with a bona fide acquisition (of
assets or otherwise), merger, consolidation or amalgamation by the Company
provided such acquisition, merger, consolidation or amalgamation has been
approved by the Board; (iii) in connection with splits, combination of shares,
reclassification, recapitalization or like changes in capitalization; (iv) the
conversion of any Class B Common Shares into Class A Common Shares; or (v) any
Class A Common Shares or Class B Common Shares issued upon conversion, exchange
or exercise of any Equity Securities outstanding as of the Effective Date or
issued pursuant to clause (i) above (collectively, “Excluded
Securities”)) the Company shall:

     

    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    (a)           give
written notice to each TW Investor setting forth in reasonable detail (i) the
designation and all of the terms and provisions of the Equity Securities
proposed to be issued (the “Proposed
Securities”), including, where applicable, the voting powers, preferences
and relative participating, optional or other special rights, and the
qualification, limitations or restrictions thereof and interest rate and
maturity; (ii) the price and other terms of the proposed sale of such Equity
Securities; (iii) the amount of such Proposed Securities; and (iv) such other
information as a TW Investor may reasonably request in order to evaluate the
proposed issuance; and

     

    (b)           offer
to issue pro rata to each TW Investor upon the terms described in the notice
delivered pursuant to Section 7.1(a), a
portion of the Proposed Securities equal to the product of (i) the percentage of
the Equity Securities owned by such TW Investor immediately prior to the
issuance of the Proposed Securities relative to the total number of Equity
Securities outstanding immediately prior to the issuance of the Proposed
Securities, multiplied by (ii) the total number of Proposed
Securities.

     

    7.2.           A
TW Investor must exercise its respective purchase rights under Section 7.1 within
fifteen (15) days after receipt of such notice from the Company by giving
written notice to the Company within such offering period.  The
closing for such transaction shall take place as proposed by the Company (but in
no event (a) prior to the closing of the sale of the Proposed Securities to
other purchasers thereof or (b) less than fifteen (15) days after a TW Investor
shall have exercised its right to purchase Proposed Securities).  Upon
the expiration of such offering period, the Company will be free to sell such
Proposed Securities that TW Investors have not elected to purchase during the
sixty (60) days following such expiration on terms and conditions no more
favorable to the purchasers thereof than those offered to TW
Investors.

     

    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    7.3.           Notwithstanding
the foregoing, if at any time, the Company intends to issue Proposed Securities
to the public in a registered underwritten public offering or an offering
pursuant to Rule 144A or Regulation S under the Securities Act, the Company
shall give each TW Investor written notice of such intention (including, to the
extent possible, a copy of the prospectus included in the registration statement
filed in respect of such public offering or an offering circular relating to
such Rule 144A or Regulation S offering, as the case may be) describing, to the
extent then known, the anticipated amount of Equity Securities, range of prices,
timing and other material terms of such offering.  The Company shall
give such written notice no less than three (3) business days prior to the
commencement of the marketing efforts with respect to such Rule 144A, Regulation
S or registered public offering, which notice shall constitute an offer to sell
pro rata to each TW Investor an amount of Proposed Securities as calculated
pursuant to Section
7.1(b) (the “Designated
Securities”).  A TW Investor must exercise its respective
purchase rights under this Section 7.3 prior to
the commencement of marketing efforts with respect to such offering, which
commencement shall not be earlier than three business days following the
delivery of written notice to the TW Investors of such offering, by providing a
binding indication of interest (which shall be subject to customary conditions
with respect to the offering, including the pricing of the Proposed Securities)
of such TW Investor to purchase the Designated Securities within the range of
prices and consistent with the other terms set forth in the Company’s notice to
it.  In the event the pricing of the offer of Proposed Securities is
not yet consummated, any binding indication of interest will expire after the
second trading day subsequent to the anticipated pricing date set forth in the
Company's notice.  If a TW Investor exercises its respective purchase
rights provided in this Section 7.3, the
Company shall agree to sell to such TW Investor, at the time of pricing of the
offering of Proposed Securities, the Designated Securities (as adjusted to
reflect the actual size of such offering when priced) at the same price as the
Proposed Securities are offered to the public or the purchasers, as the case may
be.  Contemporaneously with the execution of any underwriting
agreement entered into between the Company and the underwriters of an
underwritten public offering or purchase agreement entered into between the
Company and the initial purchasers in a Rule 144A offering, each such TW
Investor shall enter into an instrument in form and substance reasonably
satisfactory to the Company acknowledging such TW Investor’s binding obligation
to purchase the Designated Securities to be acquired by it and containing
representations, warranties and agreements of such TW Investor that are
customary in private placement transactions that are necessary to demonstrate
the suitability of such TW Investor to participate in private placement
transactions.  The failure by any TW Investor to provide a binding
indication of interest with respect to a Rule 144A, Regulation S or registered
public offering of Proposed Securities shall constitute a waiver of the
preemptive rights only in respect of such offering.  If any TW
Investor waives its preemptive rights with respect to a public offering or Rule
144A or Regulation S offering, the Company agrees to use reasonable best efforts
to allocate to such TW Investor, at such TW Investor's request, Proposed
Securities up to the amount of Designated Securities such TW Investor would be
entitled to purchase pursuant to its preemptive rights had they not been waived,
on the same terms as the other purchasers in such offering.

     

    7.4.           The
exercise of the TW Investors’ rights under this Section 7 and the
obligations of the Company to issue Equity Securities to the TW Investors
pursuant to this Section 7 shall be
subject to compliance with applicable Laws, rules and regulations, including the
federal securities laws and the rules and regulations of The NASDAQ Stock Market
LLC.

     

    7.5.           The
election by a TW Investor not to exercise its rights under this Section 7 in any one
instance shall not affect its right (other than in respect of a reduction in its
percentage holdings) as to any subsequent proposed issuance.

     

    8.      
      Securities Law
Restrictions.  To the extent required by the Subscription
Agreement, the Parties acknowledge and agree that the TW Shares (and any Class A
Common Shares issued upon conversion of any Class B Common Shares constituting
TW Shares) shall bear restrictive legends substantially in the forms set forth
in the Subscription Agreement for so long as such Equity Securities or holders
thereof remain subject to the restrictions described in this Agreement as set
forth herein.

     

    
      
         


      

      
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    9.        
    Duration of
Agreement.  This Agreement shall become effective, binding and
operative immediately, and 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 RSL Investors and the TW Investors cease
to beneficially own any Equity Securities; provided, that Sections
2, 9 and 10 (other than Section 10.15) shall
survive any termination of this Agreement.

     

    10.           Miscellaneous.

     

    10.1.         Amendments.  This
Agreement may be amended, modified or supplemented only by a written instrument
executed by each of the parties hereto.

     

    10.2.           Notices.  All
notices, consents, requests, instructions, approvals and other communications
provided for in this Agreement shall be in writing and shall be deemed validly
given upon personal delivery or one day after being sent by overnight courier
service or on the date of transmission if sent by facsimile (so long as for
notices or other communications sent by facsimile, the transmitting facsimile
machine records electronic conformation of the due transmission of the notice),
at the following address or facsimile number, or at such other address or
facsimile number as a Party may designate to the other parties:

     

    (a)           if
to the RSL Investors, at:

     

    Ronald S.
Lauder

    767 Fifth
Avenue, Suite 4200

    New York,
NY, 10153

    Facsimile:
(212) 572-4093

     

    With a
copy to (which shall not constitute notice):

     

    Latham
& Watkins LLP

    885 Third
Avenue

    New York,
NY 10022

    Facsimile:
(212) 751-4864

    Attention:  
Raymond Y. Lin

         Taurie M.
Zeitzer

     

    (b)           if
to TW and Time Warner, to:

     

    Time
Warner Media Holdings B.V.

    c/o Time
Warner Inc.

    One Time
Warner Center

    New York,
NY 10019

    Facsimile:
212-484-7167/212-484-7299

    Attention:  General
Counsel/Senior Vice President – Mergers and Acquisitions

    

      
        
           


        

        
          21

          
            

          

        

        
           


        

      

    

     

    with a
copy to (which shall not constitute notice):

     

    Willkie
Farr & Gallagher LLP

    787
Seventh Avenue

    New York,
NY 10019

    Facsimile:
(212) 728-8111

    Attention:  
Gregory B. Astrachan

         William
H. Gump

     


    c)           if
to the Company, to:

     

    Central
European Media Enterprises Ltd.

    c/o CME
Development Corporation

    52
Charles Street

    London
W1J 5EU

    United
Kingdom

    Facsimile:
+44 871 911 6275

    Attention:
General Counsel

    


    with a
copy to (which shall not constitute notice):

    


    Dewey
& LeBoeuf LLP

    1301
Avenue of the Americas

    New York,
NY 10019

    Facsimile:
(212) 259-6333

    Attention:  
John J. Altorelli

         Jeffrey
A. Potash

    


    10.3.      
  Successors
and Assigns.  This Agreement shall inure to the benefit of the
parties, and shall be binding upon the parties and their respective successors,
permitted assigns, heirs and legal representatives.

     

    10.4.         No Third-Party
Beneficiaries.  Nothing in this Agreement will confer any
rights upon any person that is not a Party or a successor or permitted assignee
of a Party to this Agreement.

     

    10.5.         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.

     

    10.6.         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).

     

    
      
        
           


        

        
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    10.7.         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.

     

    10.8.         Entire
Agreement.  This Agreement, together with the Subscription
Agreement, the Registration Rights Agreement, the TW Voting Agreement, that
certain letter agreement by and between Ronald S. Lauder and TWMH dated as of
March 22, 2009, and that certain letter agreement by and between the Company and
TWMH, dated as of the date hereof, 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.

     

    10.9.         TW Voting
Agreement.  Subject to Section 6.1, in the
event of any inconsistency or conflict between this Agreement and the TW Voting
Agreement with respect to the voting of the TW Shares, each Party hereto agrees
that the TW Voting Agreement shall prevail to the extent of the inconsistency or
conflict.

     

    10.10.       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 COUNTY, NEW YORK OR OF THE UNITED STATES OF AMERICA FOR
THE SOUTHERN DISTRICT OF NEW YORK (EACH, A “NEW YORK COURT”),
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 10.2.  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.

     

    10.11.       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.

     

    
      
         


      

      
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    10.12.       Further
Assurances.  In connection with this Agreement and the
transactions contemplated hereby, each Investor shall execute and deliver any
additional documents and instruments and perform any additional acts that may be
necessary or appropriate to effectuate and perform the provisions of this
Agreement and such transactions.

     

    10.13.      Tax
Withholding.  The Company shall be entitled to require payment
in cash or deduction from other compensation payable to any Investor of any sums
required by Federal, state or local tax law to be withheld with respect to the
issuance, vesting, exercise, repurchase or cancellation of, or with respect to
any distribution in respect of, any Class B Common Shares, Class A Common Shares
or other equity securities of the Company.

     

    10.14.      Pricing
Procedure.  The “Fair Market Value” of
any non-cash consideration offered or received in connection with a Transfer
under Section 4 as of
any given date shall be determined as follows:

     

    (a)           If
such security is listed on any established stock exchange or a national market
system (other than The Pink Sheets), its Fair Market Value shall be the closing
sales price of such security (or the closing bid, if no sales were reported) as
quoted on such exchange or system on the date of determination, as reported in
The Wall Street Journal
or such other source as the Offering Investor deems reliable;

     

    (b)           If
such security is regularly quoted by a recognized securities dealer but its
selling price is not reported, its Fair Market Value shall be the mean between
the high bid and low asked prices for such security on the day of determination;
or

     

    (c)           In
the absence of an established market for such security or other asset, its Fair
Market Value shall be the price at which such security or asset would be sold in
a current, arms-length transaction between a willing buyer and willing seller,
as determined by an independent internationally recognized investment bank using
customary valuation methods and procedures.

     

    10.15.       Representations and
Warranties.

     

    (a)           Each
Party hereto represents and warrants to each other Party that, as of the date
hereof: (i) such Party that is not a natural person is duly organized, validly
existing and in good standing under the jurisdiction of its formation or
organization, (ii) such Party has all requisite power and authority to enter
into and to perform its obligations under this Agreement and the TW Voting
Agreement and to consummate the transactions contemplated hereby and thereby,
(iii) this Agreement and the TW Voting Agreement has been duly executed and
delivered by such Party and constitutes a valid and binding obligation of such
Party, enforceable against such Party in accordance with its terms, except as
such enforceability may be limited by (A) applicable bankruptcy, insolvency,
moratorium, reorganization, fraudulent conveyance or similar Laws in effect
which affect the enforcement of creditor’s rights generally or (B) general
principles of equity, whether considered in a proceeding at Law or in equity and
(iv) the execution and delivery by such Party of this Agreement and the TW
Voting Agreement nor the performance by such Party of any of its obligations
hereunder or thereunder, nor the consummation of the transactions contemplated
hereby or thereby, will violate, conflict with, result in a breach, or
constitute a default (with or without notice or lapse of time or both) under,
give to others any rights of consent, termination, amendment, acceleration or
cancellation of, (A) any provision of the governing documents of such Party that
is not a natural person, (B) any trust agreement, loan or credit agreement,
note, bond, mortgage, indenture, lease, license or other agreement, contract,
instrument, permit or concession to which such Party or any of its Affiliates is
a party or (C) any Law applicable to such Party or its Affiliates.

     

    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    (b)           Ronald
S. Lauder hereby represents and warrants to TW that, as of the date hereof, (i)
Ronald S. Lauder beneficially owns all of the equity interests in each of RSL
Savannah, RSL CME LP and RSL CME GP and (ii) other than the RSL Excluded Shares,
2,961,205 Class B Common Shares are the only securities of the Company
beneficially owned by Ronald S. Lauder.

     

    10.16.    
  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.

     

    10.17.       Construction.  Whenever
the context requires, the gender of all words used in this Agreement includes
the masculine, feminine, and neuter.  All references to Articles and
Sections refer to articles and sections of this Agreement, and all references to
Exhibits and Schedules are to exhibits and schedules attached hereto, each of
which is made a part hereof for all purposes.  Where any provision in
this Agreement refers to action to be taken by any Person, or which such Person
is prohibited from taking, such provision will be applicable whether such action
is taken directly or indirectly by such Person, including actions taken by or on
behalf of any Affiliate of such Person.  Where any provision of this
Agreement refers to a “Transfer of Class B Common Shares” or a “Transfer of
Equity Securities”, such provision shall also refer to a Transfer of an interest
in any Person that holds, directly or indirectly, an interest in such underlying
Class B Common Shares or Equity Securities.  All accounting terms used
herein and not otherwise defined herein will have the meanings accorded them in
accordance with U.S. generally accepted accounting principles and, except as
expressly provided herein, all accounting determinations will be made in
accordance with such accounting principles in effect from time to
time.  Unless the context otherwise requires: (i) a reference to
a document includes all amendments or supplements to, or replacements or
novations of, that document, (ii) the use of the term “including” means
“including, without limitation”, (iii) the word “or” shall be disjunctive
but not exclusive, (iv) unless expressly provided otherwise, the measure of
a period of one month or year for purposes of this Agreement shall be that date
of the following month or year corresponding to the starting date; provided,
that if no corresponding date exists, the measure shall be that date of the
following month or year corresponding to the next day following the starting
date (for example, one month following February 18 is March 18, and one month
following March 31 is May 1) (v) a reference to a statute, regulations,
proclamation, ordinance or by-law includes all statutes, regulations,
proclamation, ordinances or by-laws amending, consolidating or replacing it,
whether passed by the same or another Governmental Authority with legal power to
do so, and a reference to a statute includes all regulations, proclamations,
ordinances and by-laws issued under the statute, (vi) a reference to a successor
entity includes any successor entity, whether by way of merger, amalgamation,
consolidation or other business combination and (vii) calculations based on
“beneficial ownership” shall be determined in accordance with Rule 13d-3 under
the Securities Exchange Act of 1934, as in effect on the date
hereof.  The language used in this Agreement shall be deemed to be the
language chosen by the Parties to express their mutual intent, and no rule of
strict construction shall be applied against any Party.

     

    [SIGNATURE
PAGE FOLLOWS]

     

    
      
        
           


        

        
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    IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered by their respective officers hereunto duly authorized as of the date
first above written.

     

    
      	 
      	
              RSL
      SAVANNAH LLC

            
	 	 	 
	 
      	
              By:

            	
              /s/
      Ronald Lauder

            
	 
      	 
      	
              Name:
      Ronald S. Lauder

            
	 
      	 
      	
              Title:
      Sole Member

            
	 
      	 
      	 
      
	 
      	
              RSL
      INVESTMENT LLC

            
	 	 	 
	 
      	
              By:

            	
              /s/
      Ronald Lauder

            
	 
      	 
      	
              Name:
      Ronald S. Lauder

            
	 
      	 
      	
              Title:
      Sole Member and President

            
	 
      	 
      	 
      
	 
      	
              RSL
      INVESTMENTS CORPORATION

            
	 	 	 
	 
      	
              By:

            	
              /s/
      Ronald Lauder

            
	 
      	 
      	
              Name:
      Ronald S. Lauder

            
	 
      	 
      	
              Title:
      Chairman

            
	 
      	 
      	 
      
	 
      	 
      	
              /s/Ronald
      Lauder  

            
	 
      	 
      	
              Ronald
      S. Lauder

            


    

     

    Signature Page to Investor Rights
Agreement


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 
      	
              CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.

            
	 	 
	 
      	
              By:

            	
              /s/
      Wallace Macmillan

            
	 
      	 
      	
              Name:
      Wallace Macmillan

            
	 
      	 
      	
              Title:
      Chief Financial Officer

            


    

     

    Signature Page to
Investor Rights Agreement

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 
      	
              TIME
      WARNER MEDIA HOLDINGS B.V.

            
	 	 	 
	 
      	
              By:

            	
              /s/
      Stephen Kapner

            
	 
      	 
      	
              Name:
      /s/ Stephen N. Kapner

            
	 
      	 
      	
              Title:
      Director

            
	 
      	 
      	 
      


    

    


    Signature Page to
Investor Rights Agreement


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    FORM
OF JOINDER AGREEMENT

     

    This
JOINDER AGREEMENT (this “Joinder”) to that certain Investor Rights Agreement,
dated as of May 18, 2009 (the “Investor Rights
Agreement”), by and among Central European Media Enterprises Ltd., a
Bermuda company (the “Company”), Ronald S.
Lauder, RSL Savannah LLC, a Delaware limited liability company (“RSL Savannah”), RSL
Investment LLC, a Delaware limited liability company (“RSL CME GP”), RSL
Investments Corporation, a Delaware corporation (“RSL CME LP” and,
together with Ronald S. Lauder, RSL Savannah, RSL CME GP and the RSL Permitted
Transferees (as defined herein), the “RSL Investors”), Time
Warner Media Holdings B.V., a besloten vennootschap met beperkte
aansprakelijkheid organized under the laws of the Netherlands (“TW” and,
together with the TW Permitted Transferees (as defined therein), the “TW Investors”), and
any parties to the Investor Rights Agreement who agree to be bound by the terms
of the Investor Rights Agreement, is made and entered into as of [•] by [•] (“Holder”).  Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to
them in the Investor Rights Agreement.

     

    WHEREAS,
Holder has acquired certain Equity Securities of the Company, and as a condition
to acquiring such Equity Securities, the Investor Rights Agreement and the
Company require Holder, as a holder of Equity Securities, to become a Party to
the Investor Rights Agreement, and Holder agrees to do so in accordance with the
terms hereof.

     

    NOW,
THEREFORE, in consideration of the foregoing, and the mutual agreements set
forth herein and other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, the Parties hereto, intending to be legally
bound, hereby agree as follows:

     

    
      	
              (a)

            	
              Agreement to be
      Bound.  Holder hereby agrees that upon execution of this
      Joinder, that Holder shall become a Party to the Investor Rights Agreement
      and shall be fully bound by, and subject to, all of the covenants, terms
      and conditions of the Investor Rights Agreement, as if Holder had signed
      the Investor Rights Agreement and been an original party
      thereto.  Holder agrees that [he/she/it] shall be [an “RSL][a
      “TW] Investor” for all purposes under the Investor Rights
      Agreement.

            


    

     

    
      	
              (b)

            	
              Representations and
      Warranties.  Holder hereby represents and warrants as
      follows: (i) Holder has all requisite power and authority to enter into
      this Joinder and to carry out his, her or its obligations hereunder; (ii)
      this Joinder has
      been duly executed by Holder, and constitutes a valid and binding
      obligation enforceable against Holder in accordance with its terms; and
      (iii) Holder has received a copy of the Investor Rights Agreement and any
      and all other information and materials that Holder deems reasonably
      necessary or appropriate to enable Holder to make an informed decision
      concerning the transactions contemplated by the Investor Rights
      Agreement.

            


    

     

    
      	
              (c)

            	
              Successors and
      Assigns.  This Joinder shall bind and inure to the
      benefit of and be enforceable by the Company and its successors and
      assigns and Holder and any subsequent holder of Equity Securities, and the
      respective successors and assigns of
      each of them, for so long as they hold Equity
  Securities.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (d)

            	
              Applicable
      Law.  THIS JOINDER 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).

            


    

     

    **********************************

     

    IN
WITNESS WHEREOF, the parties have caused this Joinder to be executed and
delivered by their respective officers hereunto duly authorized as of the date
first above written.

     

     

    
      	 
      	
              Holder

            	 
      
	 	 	 
	 	By:	 
	 
      	
               

            	
              Name:

            
	 
      	 
      	
              Title:

            


    

     

     

    2