EXHIBIT
10.2












March 22,
2009




Ronald S.
Lauder


767 Fifth
Avenue, Suite 4200


New York,
NY 10153




RSL
Savannah LLC


c/o
Ronald S. Lauder


767 Fifth
Avenue, Suite 4200


New York,
NY 10153




Re:           Indemnity
Letter.




Ladies
and Gentlemen:




Reference
is made to (i) that certain Form of Investor Rights Agreement, attached
hereto as Exhibit
A (the “Investor Rights
Agreement”), to be entered into by Central European Media Enterprises
Ltd., a Bermuda company (the “Company”), Ronald S. Lauder
(“RSL”), RSL Savannah
LLC, a Delaware limited liability company (“RSL Savannah”), RSL Investment
LLC, a Delaware limited liability company, RSL Investments Corporation, a
Delaware corporation, TW Media Holdings LLC, a Delaware limited liability
company (“TW”),
(ii) that certain Form of Irrevocable Voting Deed and Corporate
Representative Appointment, attached hereto as Exhibit B (the “Voting Deed”) to be entered
into by the Company, RSL, RSL Savannah and TW, (iii) the Subscription
Agreement (the “Subscription
Agreement”), dated March 22, 2009, by the Company and TW, (iv) that
certain Form of Registration Rights Agreement, attached hereto as Exhibit C (the “Registration Rights
Agreement”) to be entered into by the Company and TW and (v) the
Letter Agreement (the “Sideletter”), dated March 22,
2009, by and between RSL and TW.  The documents referenced in the
preceding sentence, as each such document may be amended, supplemented, restated
or otherwise modified from time to time, together with all documents referred to
therein or contemplated thereby are referred to herein as the “Transaction Agreements” and
the transactions contemplated thereby are referred to herein as the “Transaction”.  Each
capitalized term used but not defined herein has the meaning ascribed to such
term in the Investor Rights Agreement.




1.        
    Indemnification.




NY2
      2026556.3


(a)           Notwithstanding
any investigation at any time made by or on behalf of any RSL Indemnified
Persons (as defined below) or any knowledge or information that any RSL
Indemnified Person may now have or hereafter obtain, the Company shall
indemnify, defend and hold harmless RSL, RSL Savannah and their respective
Affiliates, and each of their respective members, officers, directors,
employees, agents, and representatives (collectively, the “RSL Indemnified Persons”)
against any and all losses, liabilities, damages and expenses, including all
reasonable costs and expenses related thereto or incurred in enforcing this
Indemnity Letter (“Losses”), that any RSL
Indemnified Person has suffered or sustained (i) arising directly from the
breach of any of the representations or warranties of the Company contained in
the Transaction Agreements, (ii) arising directly from the breach of any
covenant or agreement of the Company contained in the Transaction Agreements or
(iii) arising directly from any action, suit, claim, proceeding or
investigation instituted against such RSL Indemnified Person by any Governmental
Authority, any holder of equity securities of the Company who is not an
Affiliate of such RSL Indemnified Person or any other Person (other than the
Company) who is not an Affiliate of such RSL Indemnified Person relating to
Transaction Agreements or the Transaction (unless such action resulted directly
from any violations by such RSL Indemnified Person of state or federal
securities laws or any conduct by such RSL Indemnified Person which constitutes
fraud).










(b)           The
parties hereto hereby acknowledge and agree that for purposes of this Indemnity
Letter in determining whether any representation or warranty has been breached
and for purposes of determining the amount of Losses resulting therefrom, any
and all “Material Adverse Effect,” “material adverse effect,” “materiality” and
similar exceptions and qualifiers set forth in any such representations and
warranties shall be disregarded.




(c)           The
liability of the Company for indemnification of any RSL Indemnified Person under
this Indemnity Letter shall not include consequential, indirect, punitive or
exemplary damages or damages based on diminution of value.




(d)           In
the case of any claim asserted by an RSL Indemnified Person under this
Agreement, notice shall be given by such RSL Indemnified Person to the Company
promptly after such RSL Indemnified Person has actual knowledge of any claim as
to which indemnity may be sought, and the RSL Indemnified Person shall permit
the Company (at the expense of the Company) to assume the defense of any claim
or any litigation resulting therefrom, provided that (i) counsel for the
RSL Indemnifying Party who shall conduct the defense of such claim or litigation
shall be reasonably satisfactory to the RSL Indemnified Person, and the RSL
Indemnified Person may participate in such defense at such RSL Indemnified
Person’s expense and (ii) the failure of any RSL Indemnified Person to give
notice as provided herein shall not relieve the Company of its indemnification
obligation under this Agreement, except to the extent that such failure results
in a lack of actual notice to the Company and the Company is materially
prejudiced as a result of such failure to give notice.  Any settlement
or compromise of such asserted claim by the Company shall require the prior
written consent of the RSL Indemnified Person, which consent shall not be
unreasonably withheld, conditioned or delayed, provided that no such consent
shall be required as long as it is solely a monetary settlement (that will be
paid entirely by the Company) that provides a full release of the RSL
Indemnified Person with respect to such matter and does not contain an admission
of liability on the part of the RSL Indemnified Person and will not have an
ongoing adverse affect on the business or operations of the RSL Indemnified
Person.




(e)           Any
indemnification of an RSL Indemnified Person by the Company pursuant to this
Section shall be effected by wire transfer of immediately available funds from
the Company to an account designated by the RSL Indemnified Person within 15
days after the determination thereof.




2.           
 Expenses.  The
Company shall be responsible for the reasonable fees and expenses of RSL and RSL
Savannah related to the Transaction and the Transaction Agreements whether or
not the Transaction is consummated.




3.            
Confidentiality.  Please
note that this Indemnity Letter may not be disclosed to any other party or
circulated or referred to publicly without each party’s prior written consent,
except (i) as may be required by law, order, rule or regulation, including
the rules and regulations of any stock exchange and (ii) to such party’s
officers, directors, agents and advisors who are directly involved in the
transaction to the extent such party notifies such Persons of their obligations
to keep such material confidential.




2





4.         
   Execution of
Agreements.  RSL hereby agrees that he shall enter into and
deliver, and shall cause each of his Affiliates which is a party thereto to
enter into and deliver, the Investor Rights Agreement and the TW Voting
Agreement, as applicable, on or prior to the Closing
Date.  Notwithstanding the foregoing, the obligation of RSL and his
Affiliates who are a party thereto to enter into and deliver the Investor Rights
Agreement and the TW Voting Agreement, as applicable, on or prior to the Closing
Date, and to complete the transactions contemplated hereby and thereby, shall be
subject to the fulfillment by the applicable parties or waiver by (i) RSL, TW
and the Company with respect to clauses (c) and (d) below, (ii) TW with respect
to clause (b) below (which waiver shall be binding on RSL and the Company) or
(iii) the Company with respect to clause (a) below (which waiver shall be
binding on RSL and TW), in each case, prior to the Closing Date (as such term is
defined in the TW Subscription Agreement) of the following
conditions:




(a)           the
performance or compliance by TW in all material respects with each of the
obligations, agreements and covenants required to be performed or complied by TW
under the TW Subscription Agreement on or prior to the Closing
Date;




(b)           the
performance or compliance by the Company in all material respects with each of
the obligations, agreements and covenants required to be performed or complied
by it under the TW Subscription Agreement on or prior to the Closing
Date;




(c)           the
consummation of the transactions contemplated by the TW Subscription Agreement
shall not have been restrained, enjoined or otherwise prohibited or made illegal
by any applicable law; and




(d)           the
parties shall have received all Consents and Governmental Approvals (as such
terms are defined in the TW Subscription Agreement) set forth on Schedule 4.1(g)
of the TW Subscription Agreement.




5.            
Miscellaneous.




(a)           This
Indemnity Letter may be executed in counterparts.  This Indemnity
Letter, once executed by a party, may be delivered to the other parties hereto
by facsimile transmission of a copy of this Indemnity Letter bearing the
signature of the party so delivering this Indemnity Letter.




(b)           THIS
INDEMNITY LETTER 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).




(c)           ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS INDEMNITY LETTER 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 INDEMNITY LETTER, 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.




3





(d)           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.




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




(f)           This
Indemnity Letter may be amended, restated, modified or supplemented only by a
written instrument executed by each of the parties hereto.




[Signature
pages follow]




4





Please
confirm that the foregoing is in accordance with your understanding by signing
and returning to undersigned the enclosed copy of this Indemnity Letter, which
shall become a binding agreement upon receipt.




CENTRAL
      EUROPEAN MEDIAENTERPRISES
      LTD.By:
                              /s/
      Wallace MacmillanName:   Wallace
      MacmillanTitle:     Chief
      Financial OfficerAccepted
      and agreed
by:




RSL
      SAVANNAH LLCBy:
                  /s/
      Ronald LauderName:
      Ronald LauderTitle:
      Sole Member




Signature
page to Indemnity Letter









/s/
      Ronald LauderRonald
      S. Lauder






Signature
page to Indemnity Letter









Exhibit
A




FORM
OF INVESTOR RIGHTS AGREEMENT










INVESTOR
RIGHTS AGREEMENT




This
INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made
as of [•], 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”), TW
Media Holdings LLC, a Delaware limited liability company(“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 are parties to that certain Subscription Agreement, dated as
of March 22, 2009 (the “TW Subscription
Agreement”), pursuant to which 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 “TWShares”) in exchange
for an aggregate of US$241,500,000, on the terms and conditions set forth in the
TW Subscription Agreement;




1.2.           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;




1.3.           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




1.4.           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.




2





“Closing Date” has the
meaning set forth in the TW 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 TW 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.




3





“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).




“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.




4





“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.




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




“Securities Act” means
the Securities Act of 1933.




5





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




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




“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.




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




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




6





“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 Subscription
Agreement” 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.




3.         
    Transfer
Restrictions.




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




(a)        
   On or prior to the earliest of (i) [•], 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 [•], 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.




7





(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.




(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.




8





(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 [•], 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.




(e)           Prior
to[•], 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.




9





3.3.           Change of Control
Transaction.




(a)       
    Notwithstanding anything to the contrary herein, prior
to [•], 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 [•], 2012 and [•], 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 [•], 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.




(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.




10





(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)).




11





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 [•], 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.




12





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.




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 [•], 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.




13





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.







14





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 TW 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.




15





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 TW 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 TW 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.




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).




16





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.




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.




19





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 TW 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 TW 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.




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.




20





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:




TW Media
Holdings LLC


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




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




21





(c)         
  if to the Company, to:




Central
European Media Enterprises Ltd.


c/o CME
Development Corporation


81
Aldwych, London WC2B 4HN


United
Kingdom


Facsimile:
+44 20 7430 5403


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).




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 TW Subscription
Agreement, the Registration Rights Agreement, the TW Voting Agreement and that
certain letter agreement by and between Ronald S. Lauder and TW dated as of
March 22, 2009 (together with this Agreement, the TW Subscription Agreement, the
Registration Rights Agreement, the TW Voting Agreement, the “Company Agreements”)
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.




22





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.




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.




23





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.




(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.




24





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]




25





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 LLCBy:Name:
      Ronald S. LauderTitle:
      Sole MemberRSL
      INVESTMENT LLCBy:Name:
      Ronald S. LauderTitle:
      Sole Member and PresidentRSL
      INVESTMENTS CORPORATIONBy:Name:
      Ronald S. LauderTitle:
      ChairmanRonald
      S.
Lauder







Signature
Page to Investor Rights Agreement


CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.By:Name:Title:




Signature
Page to Investor Rights Agreement







TW
      MEDIA HOLDINGS LLCBy:Name:Title:




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 [•], 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”), TW
Media Holdings LLC, a Delaware limited liability company(“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)
            Counterparts.  This
      Joinder 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 Joinder may be delivered to
      the other parties hereto by facsimile transmission bearing the signature
      of the party so delivering this
Joinder.




(e)
            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.




HolderBy:Name:Title:




2





Exhibit
B




FORM
OF VOTING DEED










IRREVOCABLE
VOTING DEED AND


CORPORATE
REPRESENTATIVE APPOINTMENT




This
IRREVOCABLE VOTING DEED AND CORPORATE REPRESENTATIVE APPOINTMENT (this “Deed”) is made on [•], 2009,
by and among (1) RSL Savannah LLC, a Delaware limited liability company (“RSL Savannah”) (RSL Savannah
together with all RSL Permitted Transferees (including Ronald S. Lauder (“RSL”)) and their respective
successors, permitted assigns, heirs and legal representatives are herein
referred to as the “RSL
Investors”), (2) TW Media Holdings LLC, a Delaware limited liability
company (“TW”) (TW
together with all TW Permitted Transferees and their respective successors,
permitted assigns, heirs and legal representatives are herein referred to as the
“TW Investors”) and (3)
Central European Media Enterprises Ltd., a Bermuda company (the “Company”).  Each
capitalized term used but not otherwise defined herein shall have the meaning
ascribed to such term in the Investor Rights Agreement, dated as of the date
hereof, by and among RSL, RSL Savannah, RSL Investment LLC, a Delaware limited
liability company, RSL Investments Corporation, a Delaware corporation, TW, the
Company and the other parties set forth therein (as such may amended, modified,
or supplemented from time to time, the “Investor Rights
Agreement”).




Recitals.




WHEREAS, the Company and TW
are parties to the TW Subscription Agreement, dated as of March 22, 2009,
pursuant to which the Company has, at the same time as entering into this Deed,
issued to TW four million five hundred thousand (4,500,000) Class B Common
Shares (the “TW Class B Common
Shares”) and fourteen million five hundred thousand (14,500,000) Class A
Common Shares (the “TW Class A
Common Shares” and, together with the TW Class B Common Shares, the
“TW Shares”), on the
terms and conditions set forth in the TW Subscription Agreement;




WHEREAS, RSL is the sole
member of RSL Savannah LLC;







WHEREAS, TW hereby agrees that
RSL Savannah or such other Permitted Holder (as defined below) as RSL Savannah
may from time to time nominate for such purpose (the “Voting Rights Holder”) shall
have the exclusive right, and RSL Savannah hereby accepts such right, on the
terms and conditions set forth herein, to exercise the power to vote, except in
connection with any action, vote or consent to be taken or given in respect of
the exclusions to the appointment described in Section 4 below, (a) any and all
TW Shares owned by the TW Investors, (b) any and all Class A Common Shares,
Class B Common Shares or any other Equity Securities owned by the TW Investors
that any TW Investor may acquire hereafter and (c) any Equity Securities owned
by the TW Investors issued or issuable in exchange for or with respect to or
otherwise deriving from any such TW Shares, Class A Common Shares, Class B
Common Shares or such other Equity Securities, whether (i) by way of dividend,
split, subdivision, conversion or consolidation of shares or (ii) in connection
with a reclassification, recapitalization, amalgamation, merger, consolidation,
going private, tender offer, change of control, other reorganization or similar
transaction, and in each case in clauses (a) through (c) above, whether owned
beneficially or of record, after the date hereof (including, without limitation,
all Class A Common Shares and/or Class B Common Shares Transferred to any TW
Investor by an RSL Investor or an Affiliate thereof) (collectively, the “Subject Shares”);










WHEREAS, in connection
therewith, the parties hereto desire to enter into this Deed to provide for
certain matters with respect to voting of the Subject Shares; and




WHEREAS, TW hereby agrees and
acknowledges that the entry by it into this Deed, on the terms and conditions
set forth herein, is a condition to the entry by the Company into the TW
Subscription Agreement.




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 are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:




1.           Right to Vote the Subject
Shares.  Effective as of the Closing Date, each TW Investor
hereby irrevocably agrees in relation to the Subject Shares that the Voting
Rights Holder shall be entitled to exercise, in its absolute discretion and to
the exclusion of the TW Investors in respect of the Subject Shares, all the
voting rights of each of the TW Investors with respect to the Subject
Shares  (the “TW
Voting Rights”) until such time as this Deed terminates in accordance
with its terms; provided, however, that the TW Voting Rights with respect to the
Subject Shares shall remain with the TW Investors in connection with any action,
vote or consent to be taken or given in respect of the exclusions to the
appointment described in Section 4 below (only
to the extent of such exclusion and only in respect of the Subject
Shares).  The Voting Rights Holder shall take any and all steps that
it deems reasonably necessary in order to carry out its appointment hereunder
and TW hereby agrees to take, and agrees to procure that each TW Investor takes,
upon the request of the Voting Rights Holder, such further action and to execute
and to cause to be executed such other instruments as necessary to effectuate
the intent of this Deed.  TW hereby irrevocably undertakes, to the
Voting Rights Holder and the Company, and agrees to procure that each TW
Investor undertakes to the Voting Rights Holder and the Company, not to appoint
any Person (other than a Voting Rights Holder) as its representative, proxy or
attorney to attend any general meeting of the Company or to sign any written
resolution of shareholders of the Company or otherwise to exercise any of the TW
Voting Rights except, with respect to the Subject Shares only, in connection
with any action, vote or consent to be taken or given in respect of the
exclusions to the appointment described in Section 4 below (only
to the extent of such exclusion and only in respect of the Subject
Shares).  Prior to the Transfer of any Subject Shares, to the fullest
extent permitted by applicable Law in the case of any Involuntary Transfer, TW
shall cause any TW Permitted Transferee of any Subject Shares, as a condition of
its receipt of the Subject Shares, to execute a joinder to this Deed in the form
attached hereto as Exhibit A, whereby
such transferee agrees to be bound by this Deed, and to be treated as, and be
entitled to the benefits of, and subject to the obligations and restrictions
applicable to, TW and a TW Investor for all purposes of this
Deed.  The Company shall be entitled to refuse to (i) register any
Transfer of any Subject Shares if the relevant recipient has not executed such a
joinder to this Deed and (ii) recognize any vote not in accordance with the
terms of this Deed.




2





2.           Irrevocable Appointment of
Representative.  Effective as of the Closing Date, as security
for their respective obligations hereunder, and subject to the provisions of
Section 5
herein, each TW Investor hereby irrevocably (to the fullest extent permitted by
Bermuda Law) constitutes and appoints (and will procure that each registered
holder from time to time of any of the Subject Shares will constitute and
appoint), except in connection with any action, vote or consent to be taken or
given in respect of the exclusions to the appointment described in Section 4 below (only
to the extent of such exclusion), the Voting Rights Holder’s designee (which
designee shall be a Person set forth on Schedule B hereto) as the true and
lawful corporate representative of each TW Investor (the “Representative”), to the
fullest extent of each such Person’s voting rights with respect to the Subject
Shares held by them, until such time as this Deed terminates in accordance with
its terms.  It is acknowledged that the appointment of the
Representative under this Deed takes effect as a corporate representative
appointment for the purposes of the Bye-laws of the Company.




3.           Power to Appoint
Proxy.  Effective as of the Closing Date, and subject to Section 5 below, each
TW Investor hereby irrevocably authorizes the Voting Rights Holder to appoint
from time to time on its behalf any of the Persons set forth on Schedule B hereto as
its true and lawful proxy that shall be deemed to be coupled with a proprietary
interest of the Voting Rights Holder (the “Proxies”), to exercise the TW
Voting Rights, except in connection with any action, vote or consent to be taken
or given in respect of the exclusions to the appointment described in Section 4 below (only
to the extent of such exclusion).  Such power shall continue until
such time as this Deed terminates in accordance with its terms.  As
further security for their respective obligations hereunder each TW Investor
hereby constitutes and appoints (and will procure that each registered holder
from time to time of any of the relevant Subject Shares will constitute and
appoint) the Voting Rights Holder as its lawful attorney in fact with power to
appoint and execute proxies to vote on its behalf at any general meeting of the
Company in respect of any and all Subject Shares owned by it from time to time
and to sign any shareholder resolutions in lieu of a meeting and any other
consents or waivers in relation to any or all such Subject Shares and to sign
and give any required notices of the appointments under this Deed, except in
connection with any action, vote or consent to be taken or given in respect of
the exclusions to the appointment described in Section 4
below.




4.           Exclusions to the
Appointments.  The rights to vote 50% of the TW Class A Common
Shares and 50% of the TW Class B Common Shares (and 50% of all Equity Securities
owned by the TW Investors issued or issuable in exchange for or with respect to
or otherwise deriving from the TW Class A Common Shares and the TW Class B
Common Shares, respectively, whether (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) and any other Class A Common Shares acquired by a TW Investor after
the date hereof (collectively, the “TW Excluded Shares”) and the
appointment of the Representative and the Proxies related to the TW Excluded
Shares pursuant to this Deed shall not apply to any action, vote or consent to
be taken or given by any TW Investor in respect of any Change of Control
Transaction.  For the avoidance of doubt, the Voting Rights Holder
shall have the sole right to vote, and the Proxies will apply to, with respect
to a Change of Control Transaction, any Class B Common Shares that were
Transferred to any TW Investor by any RSL Investor pursuant to the Investor
Rights Agreement.  The rights to vote the Subject Shares and the
appointment of the Representative and the Proxies related to the Subject Shares
pursuant to this Deed shall not apply to any action, vote or consent to be taken
or given by any TW Investor in respect of any actions of the Company
described in Section
6.2(a) of the Investor Rights Agreement.  The voting of the
Subject Shares pursuant to this Deed, shall be subject to the obligations of the
RSL Investors set forth in Section 6.1 of the Investor Rights
Agreement.




3





5.           
 Provisions
applying to the Voting Rights Holder.




5.1           The
Voting Rights Holder shall at all times be a “Permitted
Holder.”  For the purposes of this Deed, a “Permitted Holder”
means (a) RSL Savannah, (b) RSL and (c) any Person in the same Group as RSL for
so long as such Person remains in the same Group as RSL, provided that such
Person is also a “Permitted Holder” under each of the agreements set forth on
Schedule A
hereto (as such term is defined therein).




5.2           RSL
Savannah hereby warrants and represents to the other parties hereto that RSL
Savannah is, on the date hereof, a Permitted Holder.




5.3           RSL
Savannah hereby undertakes to procure that at all times the TW Voting Rights are
exercised by or on the instructions of a Permitted Holder.




5.4           Each
of RSL and the Voting Rights Holder shall jointly and severally indemnify and
hold harmless the TW Investors against any and all losses, liabilities, damages
and expenses (including all reasonable costs and expenses related thereto or
incurred in enforcing this Section 5.4) suffered
or sustained by the TW Investors arising from claims asserted by any Person with
respect to the exercise of the TW Voting Rights by the Voting Rights Holder;
provided, however, that under no circumstances shall RSL or the Voting Rights
Holder have any obligation to indemnify or hold harmless the TW Investors for
any losses, liabilities, damages or expenses arising from (x) any claims
asserted by the TW Investors or any of their Affiliates or (y) the exercise of
the TW Voting Rights by any Person (including the TW Investors) other than the
Voting Rights Holder; provided, further, that the provisions of clauses (x) and
(y) above shall not limit any right of the TW Investors to make a claim for a
breach of this Deed or otherwise enforce the terms of this Deed.




6.           Representations and
Warranties.  Each TW Investor hereby severally represents and
warrants to the Voting Rights Holder and the Company solely in respect of the
Subject Shares held by it as follows:




6.1           Ownership of Subject
Shares.  The Voting Rights Holder has sole voting power and
sole power to issue instructions with respect to the Subject Shares except in
connection with any action, vote or consent to be taken or given in respect of
the exclusions to the appointment described in Section 4 (only to
the extent of such exclusion).




6.2           Power; Binding
Agreement.  It has all requisite power and authority to enter
into and perform all of its obligations under this Deed.  The
execution, delivery and performance of this Deed by it shall not violate any
agreement to which it is a party, including, without limitation, any voting
agreement, proxy arrangement, pledge agreement, shareholders agreement, voting
trust or trust agreement.  This Deed has been duly and validly
executed and delivered by it and constitutes a legally valid and binding
obligation of it, enforceable against it in accordance with its
terms.  There is no beneficiary or holder of a voting trust
certificate or other interest of any trust of which it is a trustee whose
consent is required for the execution and delivery of this Deed or the
compliance by it with the terms hereof.




6.3           No Conflicts.Neither the execution
and delivery of this Deed by it, nor the compliance by it, with any of the
provisions hereof shall (a) conflict with or violate any agreement, Law, rule,
regulation, order, judgment or decision or other instrument binding upon it, or
any of its properties or assets, nor require any consent, notification,
regulatory filing or approval which has not been obtained, (b) result in any
violation or breach of, or constitute (with or without due notice or lapse of
time or both) a default (or give to any third party a right of termination,
cancellation, material modification or acceleration) under any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or obligation
to which it is a party or by which it or any of its properties or assets, as the
case may be, may be bound or affected, or (c) conflict with, or result in any
breach of, any organizational documents applicable to it.




4





7.           
 Specific
Performance.  Each TW Investor hereby severally acknowledges
and agrees that damages would be an inadequate remedy for any breach of the
provisions of this Deed and agrees that the obligations of a TW Investor shall
be specifically enforceable by (a) the Voting Rights Holder and (b) the Company,
and that the Voting Rights Holder and the Company shall each be entitled to seek
injunctive or other equitable relief upon a breach by a TW Investor without the
necessity or obligation to prove actual damages.  This provision is
without prejudice to any other rights the Voting Rights Holder may have against
a TW Investor whether pursuant to this Deed, applicable Law or
otherwise.




8.           
 Term.




8.1           Subject
to Section 8.2
hereof, this Deed (and the appointments and Proxies hereunder) shall terminate
and be of no further force and effect on the date that is the later of (a) [•], 2013 and (b) the date
that there are no longer any Class B Common Shares
outstanding.  Notwithstanding the foregoing, but subject to Section 8.2 hereof,
at anytime after [•],
2013, TW may elect to terminate this Deed (and the appointments and Proxies
hereunder).  Upon termination of this Deed, 50% of the TW Class B
Common Shares held by the TW Investors and their Affiliates thereof (and any
Class B Common Shares owned by any TW Investor issued or issuable in exchange
for or with respect to or otherwise deriving from such TW Class B Common Shares,
whether (i) by way of dividend, split, subdivision, conversion or consolidation
of shares or (ii) in connection with a reclassification, recapitalization,
amalgamation, merger, consolidation, going private, tender offer, change of
control, other reorganization or similar transaction)), including without
limitation all Class B Common Shares Transferred to any TW Investor or Affiliate
thereof by an RSL Investor or any Affiliate thereof, shall automatically and
without the need of any further action on the part of the holder of such Class B
Common Shares, convert to Class A Common Shares and the Company hereby agrees
that such event will be treated as an automatic election by such Person to
convert such Class B Common Shares into Class A Common Shares under Section 3(4)
of the Company’s Bye-laws and that, upon any such deemed election, the Company
shall amend its register of shares to reflect that conversion.




8.2           Notwithstanding
any other provision to the contrary, this Deed (and the appointments and Proxies
hereunder) shall not terminate prior to the date that is the latest maturity
date of the outstanding indebtedness of the Company as in effect as of the
Effective Date (or the earlier repayment thereof (without giving effect to any
extension thereof or amendment thereto)), as set forth on Schedule A hereto or,
if earlier, on such date that the ownership of the Subject Shares by the TW
Investors would not result in a default, a “Fundamental Change” or the making of
a “Change of Control Offer” as such terms are defined in the documents
evidencing the outstanding indebtedness of the Company as in effect as of the
Effective Date, as set forth on Schedule A hereto,
under such indebtedness.




5





9.         
   Legend.




9.1           Subject
to Section 9.2,
the Parties acknowledge and agree that the Subject Shares shall bear a
restrictive legend in substantially the following form:




THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS
CONTAINED IN AN IRREVOCABLE VOTING DEED AND CORPORATE REPRESENTATIVE
APPOINTMENT, DATED AS OF [•], 2009, BY AND AMONG THE
COMPANY, RSL SAVANNAH LLC, RONALD S. LAUDER AND TW MEDIA HOLDINGS LLC, AS
MODIFIED OR SUPPLEMENTED FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE
SECRETARY OF THE COMPANY).




9.2           The
legend set forth above shall be removed and the Company shall issue a
certificate without such legend to the holder of any such Subject Shares upon
the earlier of (i) the termination of this Deed in accordance with Section 8
hereof or (ii) such time as such shares (or the holder thereof) shall no longer
be subject to the terms of this Deed.




10.           Miscellaneous.




10.1         Amendments.  This
Deed 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 Deed 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 RSL Savannah, to:




Ronald S.
Lauder


767 Fifth
Avenue, Suite 4200


New York,
New York, 10153


Facsimile:                                           (212)
572-4093




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




Latham
& Watkins LLP


885 Third
Avenue


New York,
New York 10022


Facsimile:                                           (212)
751-4864


Attention:                                          Raymond
Y. Lin


Taurie M.
Zeitzer




6





(b)           if
to TW, to:




TW Media
Holdings LLC


c/o Time
Warner Inc.


One Time
Warner Center


New York,
NY 10019


Facsimile:
212-484-7167


Attention:  General
Counsel


Facsimile:
212-484-7299


Attention:
Senior Vice President – Mergers and Acquisitions




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




Willkie
Farr & Gallagher LLP


787
Seventh Avenue


New York,
New York 10019


Facsimile:
(212) 728-8111


Attention:                                         William
H. Gump


Gregory B.
Astrachan




(c)           if
to the Company, to:




Central
European Media Enterprises Ltd.


c/o CME
Development Corporation


81
Aldwych, London WC2B 4HN


United
Kingdom


Facsimile:                                           +44
20 7430 5403


Attention:                                          General
Counsel




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




Dewey
& LeBoeuf LLP


1301
Avenue of the Americas


New York,
New York 10019


Attention:                                         John
J. Altorelli


Jeffrey A.
Potash


Facsimile:                                          (212)
259-6333




10.3           Successors and
Assigns.  This Deed 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.




7





10.4           Third Party
Beneficiaries.  The parties hereto agree that nothing herein
expressed or implied is intended to confer upon or give any rights or remedies
to any other person under or by reason of this Deed.




10.5           Descriptive
Headings.  The headings of the articles, sections and
subsections of this Deed 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 DEED SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, AND THE RIGHTS AND RELATIONSHIP HEREUNDER OF THE PARTIES SHALL BE GOVERNED
BY, THE LAWS OF BERMUDA WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICTS OF
LAWS.




10.7           Counterparts.  This
Deed 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 Deed, once executed by a party, may be
delivered to the other parties hereto by facsimile or electronic transmission of
a copy of this Deed bearing the signature of the party so delivering this
Deed.




10.8           Entire
Agreement.  This Deed, together with the Investor Rights
Agreement, the TW Subscription Agreement, the Registration Rights Agreement and
that certain letter agreement by and between Ronald S. Lauder and TW dated
as of March 22, 2009, 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           SUBMISSION TO
JURISDICTION.  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
THIS DEED 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 DEED, 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.




8





10.10                      Severability.  Every
term and provision of this Deed 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 Deed.  For the avoidance of doubt, in the event that
an appointment in the capacity as a proxy or a corporate representative, as the
case may be, is deemed unlawful or invalid, the parties hereto agree that the
appointment shall be deemed to be in the capacity that was not deemed unlawful
or invalid, and any and all actions previously taken, or taken thereafter, shall
be deemed to have been taken, and will be taken, in such other
capacity.




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




9





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









RSL
      SAVANNAH LLCBy:Name:
      Ronald S. LauderTitle:
      Sole MemberRonald
      S. Lauder (for purposes of Section 5.4
only)




Signature
Page to Irrevocable Voting Deed and Corporate Representative
Appointment







TW
      MEDIA HOLDINGS LLCBy:Name:Title:






Signature
Page to Irrevocable Voting Deed and Corporate Representative
Appointment







CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.By:Name:Title:




Signature
Page to Irrevocable Voting Deed and Corporate Representative
Appointment








EXHIBIT
A




This
JOINDER AGREEMENT (this “Joinder”) to that certain Irrevocable Voting Deed and
Corporate Representative Appointment, dated as of [•], 2009 (the “Deed”), by and among (1) RSL
Savannah LLC, a Delaware limited liability company (“RSL Savannah”) (RSL Savannah
together with all RSL Permitted Transferees (including Ronald S. Lauder (“RSL”)) and their respective
successors, permitted assigns, heirs and legal representatives are herein
referred to as the “RSL
Investors”), (2) TW Media Holdings LLC, a Delaware limited liability
company (“TW”) (TW
together with all TW Permitted Transferees and their respective successors,
permitted assigns, heirs and legal representatives are herein referred to as the
“TW Investors”) and (3)
Central European Media Enterprises Ltd., a Bermuda company (the “Company”), and any parties to
the Deed who agree to be bound by the terms of the Deed, 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 Deed.




WHEREAS,
Holder has acquired certain Subject Shares, and as a condition to acquiring such
Subject Shares, the Deed requires Holder, as a holder of Subject Shares, to
become a party to the Deed, 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, Holder, intending to be legally bound, hereby
agrees as follows:




Agreement to be
Bound.  Holder hereby agrees that upon execution of this
Joinder, Holder shall become a party to the Deed and shall be fully bound by,
and subject to, all of the covenants, terms and conditions of the Deed
applicable to a holder of Subject Shares, as if Holder had signed the Deed and
been an original party thereto.




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 Deed 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
Deed.




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
BERMUDA WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICTS OF LAWS.




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










IN
WITNESS WHEREOF, Holder has caused this Joinder to be executed and delivered by
its officer hereunto duly authorized as of the date first above
written.




HolderBy:Name:Title:










Exhibit
C




FORM
OF REGISTRATION RIGHTS AGREEMENT










REGISTRATION
RIGHTS AGREEMENT




This
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is
made as of [•], 2009, by and between Central European Media Enterprises
Ltd., a Bermuda company (the “Company”) and TW
Media Holdings LLC, a Delaware limited liability company (“TW”).  Certain
capitalized terms used in this Agreement are defined in Section 2
hereof.




1.           
 Recitals.




1.1           WHEREAS,
the Company and TW are parties to that certain subscription agreement, dated as
of March 22, 2009 (the “TW Subscription
Agreement”), pursuant to which 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 TW Subscription Agreement;




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




1.3           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




1.4           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.




“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”).




2





“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.




3





“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.




“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.




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




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




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




4





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.




5





(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;




(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:




9





(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;




(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;




10





(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




(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.




11





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.




(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).




12





(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 TW 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 TW 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.




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, 81 Aldwych, London WC2B
4HN, United Kingdom, facsimile: +44 20 7430 5403 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.




16





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).




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 TW 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 and that certain letter agreement by
and between Ronald S. Lauder and TW, dated as of March 22, 2009, contain the
entire agreement of the parties with respect to the subject matter hereof and
supersede all other prior agreements, understandings, statements,
representations and warranties, oral or written, express or implied, between the
parties and their respective Affiliates, representatives and agents in respect
of such subject matter.




17





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.




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;




18





(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:Name:Title:








Signature page to Registration
Rights Agreement









TW
      MEDIA HOLDINGS LLCBy:Name:Title:




Signature page to Registration
Rights Agreement