Exhibit
4.11





REGISTRATION
RIGHTS AGREEMENT




This
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is
made as of May 18, 2009, by and between Central European Media Enterprises Ltd.,
a Bermuda company (the “Company”) and Time
Warner Media Holdings B.V., a besloten vennootschap met beperkte
aansprakelijkheid organized under the laws of the Netherlands (“TW”).  Certain
capitalized terms used in this Agreement are defined 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 (a) fourteen million five
hundred thousand (14,500,000) newly issued Class A Common Shares (the
“TW Class A
Common Shares”) and (b) four million five hundred thousand
(4,500,000) newly issued Class B Common Shares (the “TW Class B Common
Shares” and, together with the TW Class A Common Shares, the “TW Common Shares”) in
exchange for cash in the aggregate amount of US$241,500,000, on the terms and
conditions set forth in the Subscription Agreement;




1.4           WHEREAS,
the Class B Common Shares are convertible into Class A Common
Shares;




1.5           WHEREAS,
each of Ronald S. Lauder, RSL Savannah LLC (“RSL Savannah”), 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 Company and TW desire to enter into this Agreement to provide for certain
matters with respect to the registration of (a) the TW Class A Common Shares,
(b) the Class A Common Shares into which the TW Class B Common Shares are
convertible ((a) and (b) collectively, the “Shares”) and certain
other Class A Common Shares acquired by TW and its Affiliates after the date
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:




2.       
     Definitions.






As used
herein, unless the context otherwise requires, the following terms have the
following respective meanings:







“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).




“Agreement”:  As
defined in the preamble hereto.




“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
or combination 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 or combination 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.




“Commission”:  The
Securities and Exchange Commission or any other Federal agency at the time
administering the Securities Act.




“Company”:  As
defined in the preamble of this 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.




“Exchange
Act”:  The Securities Exchange Act of 1934, or any similar
Federal statute, and the rules and regulations of the Commission thereunder, all
as the same shall be in effect at the time.  Reference to a particular
Section of the Securities Exchange Act of 1934 shall include a reference to
the comparable Section, if any, of any such similar Federal
statute.




2


“Initiating
Holders”:  Any holder or holders of Registrable Securities
initiating a request pursuant to Section 3.1 for
the registration of all or part of such holder’s or holders’ Registrable
Securities; provided however, that to initiate a request for registration
pursuant to Section
3.1(a), such holder(s) must hold more than fifty percent (50%) of all the
outstanding Registrable Securities (as adjusted for splits, combination of
shares, reclassification, recapitalization or like changes in capitalization)
(for purposes of this calculation, the Class B Common Shares held by such holder
that are convertible into Registrable Securities shall be taken into
account).  For the avoidance of doubt, an Initiating Holder shall only
be TW, any TW Permitted Transferee (as defined in the Investor Rights
Agreement), and any other transferees who, together with their Affiliates,
acquire at least 25% of the Shares (as adjusted for splits, combination of
shares, reclassification, recapitalization or like changes in capitalization)
(such transferees, “Other Permitted
Transferees”).




“Investor Rights
Agreement”: As defined in Section 12 of this
Agreement.




“NASDAQ”: The
automated screen-based quotation system operated by the Nasdaq Stock Market,
Inc., a subsidiary of the National Association of Securities Dealers, Inc., or
any successor thereto.




“Other Permitted
Transferees”:  As defined in the definition of “Initiating
Holders” above.




“Person”:  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.




“Registrable
Securities”:  Any (i) TW Class A Common Shares, (ii) any
Class A Common Shares acquired by TW or one of its Affiliates pursuant to the
right of first offer in accordance with the Investor Rights Agreement,
(iii) any Class A Common Shares issued upon conversion of the TW
Class B Common Shares, (iv) any Class A Common Shares acquired by TW or one
of its Affiliates after the date hereof, so long as in the written opinion of
counsel reasonably satisfactory to the Company such shares when taken together
with all other Registrable Securities beneficially owned by TW and its
Affiliates may not be transferred in any three (3) month period without
restriction or limitation pursuant to Rule 144 (without regard to permitted
dispositions by non-affiliates of the Company) and Registrable Securities
defined in clauses (i), (ii), (iii) and (v) of this definition of “Registrable
Securities” are then outstanding and (v) any securities issued or issuable with
respect to any Class A Common Shares referred to above by way of stock
dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization or otherwise;
provided that such Class A Common Shares or such securities issued or issuable
with respect to any Class A Common Shares are held by either TW, TW Permitted
Transferees (as defined in the Investor Rights Agreement) or Other Permitted
Transferees.  As to any particular Registrable Securities, such
securities shall cease to be Registrable Securities when (a) a registration
statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been disposed
of in accordance with such registration statement, (b) they shall have been
distributed to the public pursuant to Rule 144 (or any successor
provision) under the Securities Act, (c) they shall have been
otherwise transferred, new certificates for them not bearing a legend
restricting further transfer shall have been delivered by the Company and
subsequent disposition of them shall not require registration or qualification
of them under the Securities Act or any similar state law then in force,
(d) in the written opinion of counsel to the holder all Registrable
Securities beneficially owned by such holder of Registrable Securities may be
transferred in any three (3) month period without restriction or limitation
pursuant to Rule 144 (without regard to permitted dispositions by
non-affiliates of the Company) or (e) they shall have ceased to be
outstanding.  Notwithstanding anything herein to the contrary, the
holders of Registrable Securities shall include, and the rights of holders of
Registrable Securities pursuant to the terms of this Agreement shall be
attributable to, any Person who has the right exercisable in its discretion to
acquire Registrable Securities, whether pursuant to a conversion of Class B
Common Shares or otherwise, without any requirement that such Person acquire
(whether pursuant to such conversion, distribution or otherwise) such
Registrable Securities prior to an offering of such securities.




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“Registration
Expenses”:  All expenses incident to the Company’s performance
of or compliance with Section 3,
including, without limitation, all registration, filing and Financial Industry
Regulatory Authority fees, all stock exchange listing fees, all fees and
expenses of complying with securities or blue sky laws, all word processing,
duplicating and printing expenses, messenger and delivery expenses, the
reasonable fees and disbursements of counsel for the Company, one counsel for
the selling shareholders and of the Company’s independent public accountants,
including the expenses of any special audits or “cold comfort” letters required
by or incident to such performance and compliance, any fees and disbursements of
underwriters customarily paid by issuers of securities, but excluding
underwriting discounts and commissions and transfer or other taxes, if
any.




“Rule
144”:  As defined in Section 16(a) of this
Agreement.




“Securities
Act”:  The Securities Act of 1933, as amended, or any similar
federal statute, and the rules and regulations of the Commission thereunder, all
as of the same shall be in effect at the time.  References to a
particular Section of the Securities Act of 1933 shall include a reference
to the comparable Section, if any, of any such similar federal
statute.




“Shares”:  As
defined in the recitals of this Agreement.




“Shelf
Registration”:  As defined in Section 3.1(b) of
this Agreement.




“Shelf Registration
Statement”:  As defined in Section 3.1(b) of
this Agreement.




“Subscription
Agreement”:  As defined in the recitals of this
Agreement.




“TW”:  As
defined in the preamble of this Agreement.




“TW Class A Common
Shares”:  As defined in the recitals of this
Agreement.




“TW Class B Common
Shares”:  As defined in the recitals of this
Agreement.




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“TW Common
Shares”:  As defined in the recitals of this
Agreement.




“TW Voting
Agreement”:  As defined in the recitals of this
Agreement.




“TWMH”:  As
defined in the recitals of this Agreement.




3.       
     Registration under
Securities Act, etc.




3.1           Registration on
Request.




(a)           Request.  At
any time, upon the written request of one or more Initiating Holders requesting
that the Company effect the registration under the Securities Act of all or part
of such Initiating Holders’ Registrable Securities and specifying the intended
method of disposition thereof, the Company will promptly give written notice of
such requested registration to all registered holders of Registrable Securities,
and thereupon the Company will, subject to the terms of this Agreement, use
commercially reasonable efforts to effect the registration under the Securities
Act of the Registrable Securities which the Company has been so requested to
register by such Initiating Holders for disposition (not to exceed, in the case
of an underwritten offering, the number of Registrable Securities that the
managing underwriter shall advise the Company in writing (with a copy to each
holder of Registrable Securities requesting registration) may be distributed, in
its belief, without interfering with the successful marketing of such securities
(such writing to state the basis of such belief)) in accordance with the
intended method of disposition stated in such request to the extent necessary to
permit the disposition (in accordance with the intended methods thereof as
aforesaid) of the Registrable Securities so to be
registered.  Notwithstanding the foregoing, the Company shall not be
required to effect more than two registrations pursuant to this Section 3.1(a) in
any period of twelve consecutive calendar months.  The Company shall
be entitled to elect to register securities for its own account in connection
with the offering of Registrable Securities pursuant to this Section 3.1(a),
subject to (i) the managing underwriter of such offering advising the Initiating
Holder in writing that, in its opinion, the inclusion of such securities on
behalf of the Company will not result in a number of securities being offered
which exceeds the number of securities which the managing underwriter believes
could be sold in the offering and (ii) the inclusion of such securities on
behalf of the Company not entitling any other Person to include securities in
such offering.




(b)           Shelf
Registration.  So long as the Company is eligible to register
securities on Form S-3 under the Securities Act (or any successor or
similar form then in effect), the Company shall, at the request of the
Initiating Holders, use its commercially reasonable efforts to promptly file and
cause to be effective, if available, a registration statement on Form S-3
(a “Shelf Registration
Statement”) for an offering of Registrable Securities to be made on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
(a “Shelf
Registration”) and shall use its commercially reasonable efforts to
keep the Shelf Registration Statement effective and usable for the resale of
Registrable Securities until the date on which all Registrable Securities so
registered have been sold pursuant to the Shelf Registration Statement or until
such securities cease to be Registrable Securities.




(c)           Offering
Requirements.  The Company shall not be required to effect any
registration of Registrable Securities pursuant to Section 3.1(a) or
Section 3.1(b) unless
the anticipated aggregate public offering price (before any underwriting
discounts and commissions) of the Registrable Securities requested to be
registered by the Initiating Holders is equal to or greater than $25 million;
provided that, in the case of
an underwritten offering, the Company shall not be required to effect any such
registration unless the anticipated aggregate public offering price (before any
underwriting discounts and commissions) of the Registrable Securities
requested to be registered by the Initiating Holders is equal to or greater than
$100 million.  Notwithstanding the foregoing, the Company shall not be
obligated to effect any such registration if within 20 days of receipt of a
written request from any Initiating Holder or Initiating Holders pursuant to
this Section
3.1, the Company gives notice to such Initiating Holder or Initiating
Holders of the Company's intention to make a public offering within 45 days from
receipt of such written request from any Initiating Holder or Initiating Holders
(other than on Form S-4 or S-8 or any successor or similar forms); provided that the Company is
actively employing in good faith all reasonable efforts to cause such
registration statement to become effective and provided that the Company may
only delay an offering pursuant to this provision for a period of not more than
45 days, if a filing of any other registration statement is not made within that
period, and the Company may only exercise this right twice in any twelve
(12)-month period.




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(d)           Registration Statement
Form.  Registrations under Section 3.1(a) shall
be on such appropriate registration form of the Commission (i) as shall be
selected by the Company and (ii) as shall permit the disposition of such
Registrable Securities in accordance with the intended method or methods of
disposition specified in their request for such registration.




(e)           Expenses.  The
Company shall pay any Registration Expenses (excluding underwriting discounts
and commissions and transfer or other taxes, if any) in connection with
each registration requested under this Section 3.1;
provided that
the Company shall not be required to pay any Registration Expenses if the
registration request is subsequently withdrawn at the request of the holders of
a majority of the Registrable Securities to be registered (in which case all
selling shareholders shall bear such expenses pro rata based upon the number of
Registrable Securities that were to be included in the withdrawn
registration).  Underwriting discounts and commissions and transfer or
other taxes (if any) in connection with each such registration shall be
allocated pro rata among all Persons on whose behalf securities of the Company
are included in such registration, on the basis of the respective amounts of the
securities then being registered on their behalf.




(f)           Effective Registration
Statement.  A registration requested pursuant to this Section 3.1
shall not be deemed to have been effected (i) unless a registration
statement with respect thereto has become effective, provided that a
registration which does not become effective after the Company has filed a
registration statement with respect thereto solely by reason of the refusal to
proceed of the Initiating Holders shall be deemed to have been effected by the
Company at the request of such Initiating Holders, (ii) if, after it has
become effective, such registration becomes subject to, for longer than
60 days, any stop order, injunction or other order or requirement of the
Commission or other governmental agency or court for any reason or
(iii) the conditions to closing specified in the purchase agreement or
underwriting agreement entered into in connection with such registration are not
satisfied by reason of an act or omission by the Company.  If a Shelf
Registration is requested, the Company shall not be required to keep the
registration statement effective during any period or periods (up to a total of
90 days in any 12-month period) if, based on the advice of counsel,
the continued effectiveness of the registration statement would require the
Company to disclose a material financing, acquisition, corporate development or
other material information and the Company shall have determined that such
disclosure would be detrimental to the Company; provided, further, that the
requirement to use commercially reasonable efforts to keep the registration
statement effective shall be extended one day for each day that the Company
allows the effectiveness of the registration statement to lapse in reliance on
the preceding proviso.




6


(g)           Selection of
Underwriters.  If a registration pursuant to this Section 3.1
involves an underwritten offering, one or more underwriters of internationally
recognized standing shall be selected by the Company as underwriters thereof,
provided that
if the holders of a majority of the Registrable Securities reasonably object to
the qualifications of such underwriter or underwriters, the Company shall select
one or more underwriters in addition to the underwriter or underwriters to which
objection was so made.




3.2           Incidental
Registration.




(a)           Right to Include Registrable
Securities.  If the Company at any time proposes to register
any of its securities under the Securities Act (other than on Form S-4 or
S-8 or any successor or similar forms and other than pursuant to Section 3.1),
whether or not for sale for its own account, it will each such time give prompt
written notice to all holders of Registrable Securities of its intention to do
so and of such holders’ rights under this Section 3.2.  Upon
the written request of any such holder made within 10 business days after the
receipt of any such notice (which request shall specify the Registrable
Securities intended to be disposed of by such holder and the intended method of
disposition thereof), the Company will, subject to the terms of this Agreement,
use its commercially reasonable efforts to effect the registration under the
Securities Act of all Registrable Securities which the Company has been so
requested to register by the holders thereof, to the extent requisite to permit
the disposition (in accordance with the intended methods thereof as
aforesaid) of the Registrable Securities so to be registered, by inclusion
of such Registrable Securities in the registration statement which covers the
securities which the Company proposes to register (whether or not for sale for
its own account), provided that if, at
any time after giving written notice of its intention to register any securities
and prior to the effective date of the registration statement filed in
connection with such registration, the Company shall determine for any reason
either not to register or to delay registration of such securities, the Company
may, at its election, give written notice of such determination to each holder
of Registrable Securities and, thereupon, (i) in the case of a
determination not to register, shall be relieved of its obligation to register
any Registrable Securities in connection with such registration (but not from
its obligation to pay the Registration Expenses in connection therewith),
without prejudice, however, to the rights of any holder or holders of
Registrable Securities entitled to do so to request that such registration be
effected as a registration under Section 3.1, and
(ii) in the case of a determination to delay registering, shall be
permitted to delay registering any Registrable Securities, for the same period
as the delay in registering such other securities.  No registration
effected under this Section 3.2
shall relieve the Company of its obligation to effect any registration upon
request under Section 3.1, nor
shall any such registration hereunder be deemed to have been effected pursuant
to Section 3.1.  The
Company will pay all Registration Expenses in connection with each registration
of Registrable Securities requested pursuant to this Section 3.2.  Underwriting
discounts and commissions and transfer or other taxes (if any) in
connection with each such registration shall be allocated pro rata among all
Persons on whose behalf securities of the Company are included in such
registration, on the basis of the respective amounts of the securities then
being registered on their behalf.




7


(b)           Priority in Incidental
Registrations.  If (i) a registration pursuant to this
Section 3.2
involves an underwritten offering of the securities so being registered, whether
or not for sale for the account of the Company, to be distributed (on a firm
commitment basis) by or through one or more underwriters of recognized
standing under underwriting terms appropriate for such a transaction and
(ii) the managing underwriter of such underwritten offering shall inform
the Company and holders of the Registrable Securities requesting such
registration by letter of its belief that the distribution of all or a specified
number of such Registrable Securities concurrently with the securities being
distributed by such underwriters would interfere with the successful marketing
of the securities being distributed by such underwriters (such writing to state
the basis of such belief and the approximate number of such Registrable
Securities which may be distributed without such effect), then the Company may,
upon written notice to all holders of such Registrable Securities and to holders
of such other securities so requested to be included, exclude from such
underwritten offering (if and to the extent stated by such managing underwriter
to be necessary to eliminate such effect) (i) first, the number of
such Registrable Securities so requested to be included in the registration
pro rata among such
holders on the basis of the number of such securities requested to be included
by such holders and (ii) second, shares of such other securities so
requested to be included by the holders of such other securities, so that the
resultant aggregate number of such Registrable Securities and of such other
shares of securities so requested to be included which are included in such
underwritten offering shall be equal to the approximate number of shares stated
in such managing underwriter’s letter.




3.3           Registration
Procedures.




If and
whenever the Company is required to use its commercially reasonable
efforts  to effect the registration of any Registrable Securities
under the Securities Act as provided in Sections 3.1 and
3.2, the
Company shall, as expeditiously as possible:




(i)           prepare
and (in the case of a registration pursuant to Section 3.1,
such filing to be made within 30 days after the initial request of one or more
Initiating Holders of Registrable Securities) file with the Commission the
requisite registration statement to effect such registration and thereafter use
its commercially reasonable efforts to cause such registration statement to
become and remain effective, provided, however, that the
Company may postpone the filing or effectiveness of any registration statement
otherwise required to be filed by the Company pursuant to this Agreement or
suspend the use of any such registration statement for a period of time, not to
exceed 90 days in any 12-month period, if, based on an opinion of counsel to the
Company, the Company determines that the filing or continued use of such
registration statement would require the Company to disclose a material
financing, acquisition or other corporate development and the Company shall have
determined that such disclosure would be detrimental to the Company; provided, further, that the
Company may discontinue any registration of its securities which are not
Registrable Securities (and, under the circumstances specified in Section 3.2(a),
its securities which are Registrable Securities) at any time prior to the
effective date of the registration statement relating thereto;




8


(ii)           subject
to Section 3.1(f),
prepare and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration statement effective and to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement until the earlier of (a) such
time as all of such securities have been disposed of in accordance with the
intended methods of disposition by the seller or sellers thereof set forth in
such registration statement or (b) such time as such securities cease to be
Registrable Securities;




(iii)           furnish
or make available to each seller of Registrable Securities covered by such
registration statement such number of conformed copies of such registration
statement and of each such amendment and supplement thereto (in each case
including all exhibits), such number of copies of the prospectus contained in
such registration statement (including each preliminary prospectus and any
summary prospectus) and any other prospectus filed under Rule 424
under the Securities Act, in conformity with the requirements of the Securities
Act, and such other documents, as such seller may reasonably request in order to
facilitate the public sale or other disposition of the Registrable Securities
owned by such seller; for the avoidance of doubt, the Company shall not be
obligated to print any prospectuses other than in a public underwritten
transaction;




(iv)           use
its commercially reasonable efforts to register or qualify all Registrable
Securities and other securities covered by such registration statement under
such other securities laws or blue sky laws of such jurisdictions as any seller
thereof shall reasonably request, to keep such registrations or qualifications
in effect for so long as such registration statement remains in effect, and take
any other action which may be reasonably necessary or advisable to enable such
seller to consummate the disposition in such jurisdictions of the securities
owned by such seller, except that the Company shall not for any such purpose be
required to qualify generally to do business as a foreign corporation in any
jurisdiction wherein it would not but for the requirements of this subdivision
(iv) be obligated to be so qualified, to subject itself to taxation in any
such jurisdiction or to consent to general service of process in any such
jurisdiction;




(v)           use
its commercially reasonable efforts to cause all Registrable Securities covered
by such registration statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the seller or
sellers thereof to consummate the disposition of such Registrable
Securities;




9


(vi)           if
an underwritten offering, enter into an underwriting agreement in customary and
usual form with the underwriter(s) of such offering;




(vii)           notify
the holders of Registrable Securities and the managing underwriter or
underwriters, if any, promptly and confirm such advice in writing promptly
thereafter:




(A)           when
the registration statement, the prospectus or any prospectus supplement related
thereto or post-effective amendment to the registration statement has been
filed, and, with respect to the registration statement or any post-effective
amendment thereto, when the same has become effective;




(B)           of
any request by the Commission for amendments or supplements to the registration
statement or the prospectus or for additional information;




(C)           of
the issuance by the Commission of any stop order suspending the effectiveness of
the registration statement or the initiation of any proceedings by any Person
for that purpose;




(D)           if
at any time the representations and warranties of the Company made in an
underwriting agreement as contemplated by Section 3.4
below cease to be true and correct; and




(E)           of
the receipt by the Company of any notification with respect to the suspension of
the qualification of any Registrable Securities for sale under the securities or
blue sky laws of any jurisdiction or the initiation or threat of any proceeding
for such purpose;




(viii)           notify
each seller of Registrable Securities covered by such registration statement, at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act, upon the Company’s discovery that, or upon the happening of
any event as a result of which, the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
under which they were made, and at the request of any such seller promptly
prepare and furnish to such seller and each underwriter, if any, a reasonable
number of copies of a supplement to or an amendment of such prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such securities,
such prospectus shall not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances under which
they were made;




10


(ix)           use
its commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of such registration statement;




(x)           make
available for inspection by any seller of Registrable Securities, any
underwriter participating in any disposition pursuant to such registration
statement and any attorney, accountant or other agent retained by any such
seller or underwriter, all pertinent financial and other records, pertinent
organizational documents and properties of the Company, and cause the Company’s
officers, directors, employees and independent accountants to supply all
reasonably available information reasonably requested by any such seller,
underwriter, attorney, accountant or agent in connection with such registration
statement;




(xi)           permit
one legal counsel to the sellers of Registrable Securities covered by such
registration statement (which counsel shall be chosen by such sellers) to review
and comment upon such registration statement filed pursuant to Section 3.1 and all
amendments and supplements thereto at least three (3) days prior to their filing
with the Commission, and not file any document in a form to which such legal
counsel to such sellers reasonably objects;




(xii)           reasonably
cooperate with the sellers of Registrable Securities being offered to facilitate
the timely preparation and delivery of certificates (not bearing any restrictive
legend) representing the Registrable Securities to be offered pursuant to a
registration statement and enable such certificates to be in such denominations
or amounts, as the case may be, as such sellers may reasonably request and
registered on such names as such sellers may request;




(xiii)           provide
each seller of Registrable Securities covered by such registration statement
with contact information for the Company's transfer agent and registrar for all
Registrable Securities registered pursuant to a registration statement hereunder
and a CUSIP number for all such Registrable Securities, in each case not later
than the effective date of such registration statement;




(xiv)           in
connection with any underwritten offering of Registrable Securities, furnish, on
the date that such Registrable Securities are delivered to the underwriters for
sale, (1) an opinion, dated as of such date, of the counsel representing the
Company for the purposes of such registration, in form and substance as is
customarily given to underwriters in an underwritten public offering and
reasonably satisfactory to the underwriters, addressed to the underwriters and
(2) a letter, dated as of such date, from the independent certified public
accountants of the Company, in form and substance as is customarily given by
independent certified public accountants to underwriters in an underwritten
public offering and reasonably satisfactory to the underwriters, addressed to
the underwriters;




(xv)           cause
all Registrable Securities to be qualified for inclusion in or listed on the
Prague Stock Exchange, the NASDAQ or any domestic or foreign securities exchange
on which securities of the same class issued by the Company are then so
qualified or listed; and




11


(xvi)           take
such other action that may be requested by a seller of Registrable Securities
that are customary and reasonably required in connection with the sale of
Registrable Securities.




The
Company may require each seller of Registrable Securities as to which any
registration is being effected to furnish the Company and the underwriter such
information regarding such seller and the distribution of such securities as the
Company may from time to time reasonably request.




No holder
of Registrable Securities shall have any right to obtain or seek an injunction
restraining or otherwise delaying any registration pursuant to this Agreement as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Section 3.




Each
holder of Registrable Securities agrees by acquisition of such Registrable
Securities that, upon receipt of any notice from the Company of the occurrence
of any event of the kind described in clauses (B) through (E) of
subdivision (vii) of this Section 3.3,
such holder will forthwith discontinue such holder’s disposition of Registrable
Securities pursuant to the registration statement relating to such Registrable
Securities until such holder’s receipt of the copies of the supplemented or
amended prospectus contemplated by subdivision (vii) of this Section 3.3 and,
if so directed by the Company, will deliver to the Company (at the Company’s
reasonable expense) all copies, other than permanent file copies, then in
such holder’s possession of the prospectus relating to such Registrable
Securities current at the time of receipt of such notice.




3.4           Underwritten
Offerings.




(a)           Requested Underwritten
Offerings.  If requested by the underwriters for any
underwritten offering by holders of Registrable Securities pursuant to a
registration requested under Section 3.1, the
Company will enter into an underwriting agreement with such underwriters as
provided in Section 3.3(vi).  The
holders of the Registrable Securities will cooperate with the Company in the
negotiation of the underwriting agreement and will give consideration to the
reasonable suggestions of the Company regarding the form thereof.  The
holders of Registrable Securities to be distributed by such underwriters shall
be parties to such underwriting agreement.




(b)           Incidental Underwritten
Offerings.  If the Company at any time proposes to register any
of its securities under the Securities Act as contemplated by Section 3.2 and
such securities are to be distributed by or through one or more underwriters,
the Company will, if requested by any holder of Registrable Securities as
provided in Section 3.2 and
subject to the provisions of Section 3.2(b),
use its commercially reasonable efforts to arrange for such underwriters to
include all the Registrable Securities to be offered and sold by such holder
among the securities to be distributed by such underwriters.  The
holders of Registrable Securities to be distributed by such underwriters shall
be parties to the underwriting agreement between the Company and the
underwriters.


12


(c)           Holdback
Agreement.  Each holder of Registrable Securities who
participates in a registration agrees by acquisition of such Registrable
Securities, if so required by the managing underwriter, not to sell, make any
short sale of, loan, grant any option for the purchase of, effect any public
sale or distribution of or otherwise dispose of any securities of the Company,
in violation of Regulation M under the Securities Act or during the 90 days
(or such longer time as reasonably requested by the managing underwriter up to
120 days) after any underwritten registration pursuant to Section 3.1 or
3.2 has become
effective, except as part of such underwritten registration, whether or not such
holder participates in such registration; provided that the
restrictions contained in this sentence shall not apply to the holders of
Registrable Securities in any registration following the closing date of the
offering if such holders and their Affiliates collectively beneficially own
(within the meaning of Rule 13d-3 under the Exchange Act) less than 5%
of the outstanding Equity Securities.  Each holder of Registrable
Securities agrees that the Company may instruct its transfer agent to place stop
transfer notations in its records to enforce this Section 3.4(c).




(d)           Participation in
Underwritten Offerings.  No Person may participate in any
underwritten offering hereunder unless such Person (i) agrees to sell such
Person’s securities on the basis provided in any underwriting arrangements
approved, subject to the terms and conditions hereof, by the Company and the
holders of a majority of Registrable Securities to be included in such
underwritten offering and (ii) completes and executes all questionnaires,
indemnities, underwriting agreements and other documents (other than powers of
attorney) required under the terms of such underwriting
arrangements.




3.5           Indemnification.




(a)           Indemnification by the
Company.  In the event of any registration of any securities of
the Company under the Securities Act, the Company will, and hereby agrees to,
indemnify and hold harmless the holder of any Registrable Securities covered by
such registration statement, its directors and officers, each other Person who
participates as an underwriter in the offering or sale of such securities and
each other Person, if any, who controls such holder or any such underwriter
within the meaning of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which such holder or any such director or
officer or underwriter or controlling person may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in any registration
statement under which such securities were registered under the Securities Act,
any preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto (including any related issuer
free-writing prospectus) or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading or any violation by the Company of the
Securities Act or the Exchange Act applicable to the Company in connection with
such registration, and the Company will reimburse such holder and each such
director, officer, underwriter and controlling person for any legal or any other
out-of-pocket expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, liability, action or
proceeding, provided that the Company
shall not be liable in any such case to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in such registration statement, any such
preliminary prospectus, final prospectus, summary prospectus, amendment or
supplement (including any issuer free-writing prospectus) in reliance upon
and in conformity with written information furnished to the Company through an
instrument duly executed by such holder specifically stating that it is for use
in the preparation thereof (the foregoing shall not limit the obligations of the
Company to any other holder that did not provide such written information), and
provided, further, that the
Company shall not be liable to any Person who participates as an underwriter in
the offering or sale of Registrable Securities or to any other Person, if any,
who controls such underwriter within the meaning of the Securities Act, in any
such case to the extent that any such loss, claim, damage, liability (or action
or proceeding in respect thereof) or expense arises out of such Person’s
failure to send or give a copy of the final prospectus, as the same may be then
supplemented or amended, within the time required by the Securities Act to the
Person asserting the existence of an untrue statement or alleged untrue
statement or omission or alleged omission at or prior to the written
confirmation of the sale of Registrable Securities to such Person if such
statement or omission was corrected in such final prospectus.  Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such holder or any such director, officer, underwriter
or controlling person and shall survive the transfer of such securities by such
holder.




13


(b)           Indemnification by the
Sellers.  The Company may require, as a condition to including
any Registrable Securities in any registration statement filed pursuant to Section 3.2,
that the Company shall have received an undertaking satisfactory to it from the
prospective seller of such Registrable Securities, to indemnify and hold
harmless (in the same manner and to the same extent as set forth in subdivision
(a) of this Section 3.5) the
Company, each director of the Company, each officer of the Company, each other
person, if any, who controls the Company within the meaning of the Securities
Act, each other selling shareholder in the offering, each Person who controls
such other selling shareholder, each other Person who participates as an
underwriter in the offering or sale of such securities and each other Person, if
any, who controls such holder or any such underwriter within the meaning of the
Securities Act, with respect to any statement or alleged statement in or
omission or alleged omission from such registration statement, any preliminary
prospectus, final prospectus or summary prospectus contained therein, or any
amendment or supplement thereto (including any related issuer free-writing
prospectus) if such statement or alleged statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Company through an instrument duly executed by such seller
specifically stating that it is for use in the preparation of such registration
statement, preliminary prospectus, final prospectus, summary prospectus,
amendment or supplement (or any related issuer free-writing
prospectus).  Any such indemnity shall remain in full force and
effect, regardless of any investigation made by or on behalf of the Company or
any such director, officer or controlling person and shall survive the transfer
of such securities by such seller.  Notwithstanding the foregoing, the
indemnity obligation of each seller of Registrable Securities pursuant to this
Section 3.5(b) shall
be limited to an amount equal to the total proceeds (before deducting
underwriting discounts and commissions and expenses) received by such
seller for the sale of shares by such seller in a registration
hereunder.




(c)           Notices of Claims,
etc.  Promptly after receipt by an indemnified party of notice
of the commencement of any action or proceeding involving a claim referred to in
the preceding subdivisions of this Section 3.5,
such indemnified party will, if a claim in respect thereof is to be made against
an indemnifying party, give written notice to the latter of the commencement of
such action, provided that the
failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under the preceding
subdivisions of this Section 3.5,
except to the extent that the indemnifying party is actually materially
prejudiced by such failure to give notice.  In case any such action is
brought against an indemnified party, unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist in respect of such claim, the indemnifying party
shall be entitled to participate in and to assume the defense thereof, jointly
with any other indemnifying party similarly notified, to the extent that the
indemnifying party may wish, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party for any legal
or other expenses subsequently incurred by the latter in connection with the
defense thereof other than reasonable costs of investigation.  No
indemnifying party shall, without the consent of the indemnified party, consent
to entry of any judgment or enter into any settlement of any such action which
is not solely a monetary settlement (which will be paid entirely by the
indemnifying party) and does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from
all liability, or a covenant not to sue, in respect to such claim or
litigation.  No indemnified party shall consent to entry of any
judgment or enter into any settlement of any such action the defense of which
has been assumed by an indemnifying party without the consent of such
indemnifying party.




14


(d)           Other
Indemnification.  Indemnification similar to that specified in
the preceding subdivisions of this Section 3.5
(with appropriate modifications) shall be given by the Company and each
seller of Registrable Securities with respect to any required registration or
other qualification of securities under any Federal or state law or regulation
of any governmental authority, other than the Securities Act.




(e)           Indemnification
Payments.  The indemnification of out-of-pocket expenses
required by this Section 3.5
shall be made by periodic payments during the course of the investigation or
defense, as and when bills are received or expense is incurred.




(f)           Contribution.  If
the indemnification provided for in the preceding subdivisions of this Section 3.5 is
unavailable to an indemnified party in respect of any expense, loss, claim,
damage or liability referred to therein, then each indemnifying party, in lieu
of indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such expense, loss, claim,
damage or liability (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the holder or
underwriter, as the case may be, on the other from the distribution of the
Registrable Securities or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company on the one hand and of
the holder or underwriter, as the case may be, on the other in connection with
the statements or omissions which resulted in such expense, loss, damage or
liability, as well as any other relevant equitable
considerations.  The relative fault of the Company on the one hand and
of the holder or underwriter, as the case may be, on the other shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or omission to state a material fact relates
to information supplied by the Company, by the holder or by the underwriter and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission, provided that the
foregoing contribution agreement shall not inure to the benefit of any
indemnified party if indemnification would be unavailable to such indemnified
party by reason of the provisions contained in the first sentence of subdivision
(a) of this Section 3.5, and
in no event shall the obligation of any indemnifying party to contribute under
this subdivision (f) exceed the amount that such indemnifying party would
have been obligated to pay by way of indemnification if the indemnification
provided for under subdivisions (a) or (b) of this Section 3.5 had
been available under the circumstances.




15


The
Company and the holders of Registrable Securities agree that it would not be
just and equitable if contribution pursuant to this subdivision (f) were
determined by pro rata allocation (even if the holders and any underwriters were
treated as one entity for such purpose) or by any other method of
allocation that does not take account of the equitable considerations referred
to in the immediately preceding paragraph.  The amount paid or payable
by an indemnified party as a result of the losses, claims, damages and
liabilities referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth in the preceding sentence and
subdivision (c) of this Section 3.5, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or
claim.




Notwithstanding
the provisions of this subdivision (f), no holder of Registrable Securities or
underwriter shall be required to contribute any amount in excess of the amount
by which (i) in the case of any such holder, the total proceeds (before
deducting underwriting discounts and commissions and expenses) received by
such holder from the sale of Registrable Securities or (ii) in the case of
an underwriter, the total price at which the Registrable Securities purchased by
it and distributed to the public were offered to the public exceeds, in any such
case, the amount of any damages that such holder or underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission.  No Person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.




4.         
   Securities Law
Restrictions.  To the extent required by the Subscription
Agreement, the parties hereto acknowledge and agree that the Shares (and any
Class A Common Shares issued upon conversion of the Class B Common Shares
included therein) shall bear restrictive legends substantially in the forms set
forth in the Subscription Agreement.




5.           
 Amendments and
Waivers.  This Agreement may be amended and the Company may
take any action herein prohibited, or omit to perform any act herein required to
be performed by it, only if the Company shall have obtained the prior written
consent to such amendment, action or omission to act, of the holder or holders
of a majority of Shares (as adjusted for splits, combination of shares,
reclassification, recapitalization or like changes in capitalization and whether
such Shares are in the form of Class A Common Shares or Class B Common
Shares).  Each holder of any Registrable Securities at the time or
thereafter outstanding shall be bound by any consent authorized by this Section 5,
whether or not such Registrable Securities shall have been marked to indicate
such consent.




16


6.         
   Notices.  Except
as otherwise provided in this Agreement, all notices, requests and other
communications to any Person provided for hereunder shall be in writing and
shall be given to such Person (a) in the case of TW, c/o Time Warner Inc.,
One Time Warner Center, New York, NY 10019, (i) facsimile: +1 212 484 7167 to
the attention of its General Counsel and (ii) facsimile: +1 212 484 7299 to the
attention of the Senior Vice President – Mergers & Acquisitions, or at such
other address or facsimile number, or to the attention of such other officer, as
TW shall have furnished to the Company, (b) in the case of any other holder
of Registrable Securities, at the address or facsimile number that such holder
shall have furnished to the Company in writing, or, until any such other holder
so furnishes to the Company an address or facsimile number, then to and at the
address or facsimile of the last holder of such Registrable Securities who has
furnished an address or facsimile number to the Company, or (c) in the case
of the Company, c/o CME Development Corporation, 52 Charles Street, London W1J
5EU, United Kingdom, facsimile: +44 871 911 6275 to the attention of its General
Counsel, or at such other address or facsimile number, or to the attention of
such other officer, as the Company shall have furnished to each holder of
Registrable Securities at the time outstanding.  Each such notice,
request or other communication shall be effective 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) provided that any
such notice, request or communication to any holder of Registrable Securities
shall not be effective until received.




7.         
   Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective
successors and assigns.  In addition, the provisions of this Agreement
which are for the benefit of the parties hereto other than the Company shall
also be for the benefit of and enforceable by any subsequent holder of any
Registrable Securities who has agreed in a written instrument to be delivered to
the Company to be bound by and subject to the terms and conditions of this
Agreement, subject to the provisions respecting the minimum numbers or
percentages of shares of Registrable Securities required in order to be entitled
to certain rights, or take certain actions, contained herein.




8.          
  No Third
Party Beneficiaries.  This Agreement shall not confer any
rights or remedies upon any Person other than the parties hereto and their
respective successors and permitted assigns and, with respect to Section 3.5, the
other Persons referred to as indemnified parties therein.




9.          
  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.           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).




17


11.           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.




12.           Entire
Agreement.  This Agreement, together with the Subscription
Agreement, the Investor Rights Agreement, dated as the date hereof, by and among
the Company, TW, Ronald S. Lauder, RSL Investment LLC, RSL Investments
Corporation  and RSL Savannah (the “Investor 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.




13.           SUBMISSION TO
JURISDICTION.  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW
YORK LOCATED IN NEW YORK, NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT,
EACH PARTY HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY
AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND
APPELLATE COURTS FROM ANY THEREOF.  EACH PARTY HERETO HEREBY
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED
COURTS IN ANY ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF TO SUCH
PARTY BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT
REQUESTED, TO SUCH PARTY AT ITS ADDRESS SPECIFIED IN SECTION
6.  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.




14.           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.




15.           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.




18


16.           Reporting Status and Public
Information.  With a view to making available the benefits of
certain rules and regulations of the SEC with respect to the use of Form S-3 and
the sale of restricted and control securities to the public without
registration, the Company agrees, so long as any of TW, a TW Permitted
Transferee (as defined in the Investor Rights Agreement) or an Other Permitted
Transferee owns any Shares or Registrable Securities, to:




(a)           make
and keep public information available as those terms are understood and defined
in Rule 144 under the Securities Act (“Rule 144”), at all
times;




(b)           use
its commercially reasonable best efforts to file with the Commission in a timely
manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act; and




(c)           furnish
to such holder upon request, a written statement as to its compliance with the
reporting requirements of Rule 144.




17.           TW Voting
Agreement.  In the event of any inconsistency or conflict
between this Agreement and the TW Voting Agreement with respect to the voting of
the TW Common Shares, each party hereto agrees that the TW Voting Agreement
shall prevail to the extent of such inconsistency or conflict.




18.           Duration of
Agreement.  This Agreement shall terminate and become void and
of no further force and effect upon the earlier to occur of (i) the mutual
agreement of the Parties and (ii) the date on which TW, TW Permitted
Transferees (as defined in the Investor Rights Agreement) and Other Permitted
Transferees cease to own any Registrable Securities; provided that Sections 3.5
and 4
through 18
shall survive any termination of this Agreement.




[SIGNATURE
PAGE FOLLOWS]




19





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.




CENTRAL
      EUROPEAN MEDIAENTERPRISES
      LTD.By:
            /s/ Wallace MacmillanName:
      Wallace MacmillanTitle:   Chief
      Financial Officer






Signature page to Registration
Rights Agreement








TIME
      WARNER MEDIA HOLDINGS B.V.By:
            /s/ Stephen N. KapnerName:
      Stephen N. KapnerTitle:   Director







Signature page to Registration
Rights Agreement