Filed On 11/14/96 · SEC File 0-24796 · Accession Number 1005477-96-491
As Of Filer Filing On/For/As Docs:Pgs Issuer Agent
11/14/96 Central European Media Enter..Ltd 10-Q 9/30/96 20:221 1005477
Quarterly Report · Form 10-Q
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report 27 159K
2: EX-10.01 Loan Agreement 13 51K
3: EX-10.02 Term Promissory Note 7 30K
4: EX-10.03 Warrant 11 42K
5: EX-10.04 Articles of Association 22 86K
6: EX-10.05 Company Agreement 14 56K
7: EX-10.06 General Agreement 24 83K
8: EX-10.07 Assignment of Shares Agreement 3 13K
9: EX-10.08 Additional Agreement 2 12K
10: EX-10.09 Warranties 2± 11K
11: EX-10.10 Agreement 11 50K
12: EX-10.11 Agreement 17 44K
13: EX-10.12 The Agreement 3 14K
14: EX-10.13 The Agreement 7 31K
15: EX-10.14 The Agreement 2 12K
16: EX-10.15 Appendix to the Agreement 3 17K
17: EX-10.16 Share Sale Agreement 3 14K
18: EX-10.17 Annex No 2 to the Supplementary Agreement 2 13K
19: EX-10.18 Lease 47 105K
20: EX-27 Financial Data Schedule 1 8K
EX-10.07 · Assignment of Shares Agreement
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ASSIGNMENT OF SHARES AGREEMENT
Concluded between:
MEDIA PRO SRL, a Romanian legal entity, having its registered office in
Bucharest 135, Calea Victorici, Etaj 8, Sector.1 registered in the Register of
Comerce under number J40/4996/1991 represented by Mr. Adrian Sarbu, General
Manager.
Iliescu George Marius- Romanian citizen, residing in Bucharest, 20 Justinian
Street, Sector 2, represented by Mrs. Liana Petrovici - legal representative,
Bratulescu Theodor ~Mihai - Romanian citizen, residing in Bucharest, 79 1 Mai
Bv., Bloc 15, Ap.60, Sector 1, represented by Mrs. Liana Petrovici - legal
representative,
as, "Assignor - Shareholders"
as shareholders of UNIMEDIA SRL having its registered office in Bucharest 155,
Calea Victoriei, Bloc Dl, Etaj 7, Sector.1 registered in the Register of Comerce
under number J40/159211995
and,
Mr. Adrian Sarbu - Romanian citizen, residing in Bucharest, 2-4 Turgheniev
Street, Sector 1
CME Enterprises B.V. a limited liability company organised and exiting under the
law of the Nethaderland with its registered office at 29 Laidseplain, Amsterdam
represented by Dean Chisiu.
as, "Third Party - Assignees'
that have agreed the present " Assignment of Shares Agreement', pursuant to:
1. SC Media Pro SRL , shareholder of UNIMEDIA SRL Company assign to the "Third
Party Assigne" - CME Enterprises BV, a number of 18 shares numbered I to 18,
equivalent of 90.000 lei, representing 90% of the registered capital.
2. The undersigned Iliescu George Marius shareholder of UNIMEDIA SRL Company
assign to the "Third Party Assigne" - CME Enterprises BV one share, numbered 19,
equivalent of 5.000 lei representing 5% of the registered capital.
The shares bought by the "Third Party- CMB Enterprises B.V." have been paid to
SC Media Pro SRL and Mr. Iliescu George Marius, at the value in USD,
respectively 30 USD, at a rate of 3,220.5 Lei/USD.
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3. The undersigned Bratulescu Theodor Mihai shareholder of UNIMEDJA SRL Company
assign to Mr. Adrian Sarbu, one share, numbered 20, equivalent of 5.000 lei
representing 5% of the registered capital.
The share has been paid at the value of 5,000 Lei, on the date of the drafting
of the present Assignment of Shares Agreement .
According to those assignments, the Assignor - Shareholders, Media Pro SRL,
Iliescu George Marius and Bratulescu Theodor Mihai understand to withdraw from
UNIMEDJA SRL Company, having no more claims to that Company.
4. Guarentes
4.1. Warranties of the Assignors:
4.1.1. The Assignors have the right to assign their shares in the Company, such
right implying the transfer of the rights and liabilities relating to those
shares.
4.1.2. They have the capacity to enter into the present Assignment of Shares
Agreement.
4.1.3. They are not party or subject to any decision that could hinder the
conclusion of the present Agreement Company or impede the parties to fulfil
their obligations there in. 4.1.4. They are not involved in any litigation that
ban or limit, their capacity to transfer the shares. There are no court actions
pending against any shareholder regarding the share parts to be transfered.
4.1.5. The assignors warrant that the transfered share are free of any changes.
4.1.6. S.C. Media Pro warrants that the transfer of shares is legally made and
was approved by the General Meeting of the Shareholders.
4.2. Warranties of the Asignees.
4.2.1. The Assignes hereby warrant to the Assignors that they have the right to
buy shares in UNIM~DIA.
4.2.2. That they have the capacity to enter into the present Agreement.
4.2.3. They are not party or subject to any decision that could hinder the
conclusion of the present Agreement Company or impede the parties to fulfil
their obligations there in.
4.2.4. They are not involved in any litigation that ban or limit, their capacity
to transfer the shares. There arc no court actions pending against any assignors
the share parts to be obtain.
4.2.5. CMB warrants to the assignors that the buying of shares and the transfer
have been duty and validly authorised by the Bord of Directors of C.M.B.
The amendments of the Statutes and Company Agreement, occured as a result of the
present Assignment of Shares Agreernent will be registered by Addendum.
2
The amendments of the Statutes and Company Agreement, occured as a result of the
present Assignment of Shares Agreeement will be registred by Addendum.
Drafted and signt in Bucharest in six copies, authenticated by the Public Notary
Vladica Ratiu Gheorghe, on the date of the authentication.
ASSIGNORS, ASSIGNEES,
SC MEDIA PRO SRL Adrian Sarbu
represented by,
Adrian Sarbu CME Media Enterprises B~V
ILIBSCU GEORGE MARIUS represented by,
BRATULESCU TEODOR MIHAI Dean Chisiu
represented by,
Liana Petrovici
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