UNITED STATES

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GE5GlKN/BhVZljOV5RDdc+Wevf1pBrVY7tlfb+V+n0FAMXWB0uq0nbX8E+SB5Mz/ x5jvUFuYExiSLVYWT/0zqQ== 0000939101-06-000003.txt : 20060607 0000939101-06-000003.hdr.sgml : 20060607 20060607155231 ACCESSION NUMBER: 0000939101-06-000003 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20060607 DATE AS OF CHANGE: 20060607 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOSCOW CABLECOM CORP CENTRAL INDEX KEY: 0000006383 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 060659863 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-19685 FILM NUMBER: 06891638 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124189600 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: ANDERSEN GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ANDERSEN LABORATORIES INC DATE OF NAME CHANGE: 19790828 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRACE OLIVER R JR CENTRAL INDEX KEY: 0000939101 IRS NUMBER: 080409906 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 55 BROOKVILLE RD STREET 2: C/O DEVELOPMENT SERVICES INC CITY: GLEN HEAD STATE: NY ZIP: 11545 BUSINESS PHONE: 5166862207 MAIL ADDRESS: STREET 1: 32 WELLINGTON RD CITY: LOCUST VALLEY STATE: NY ZIP: 11560 SC 13D 1 graceschedule13d.htm SCHEDULE 13D UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)^*

Moscow CableCom Corp.

(Name of Issuer)

Common Stock, par value $.01

(Title of Class of Securities)

61945R 100

(CUSIP Number)

Christopher F. Schultz

Porzio, Bromberg & Newman P.C.

156 W. 56^th Street

New York, New York, 10022

Telephone (212) 265-6888

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 18, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 230.13d-1(f) or 240.13d-1(g), check the following box [ ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 61945R 100

(1) Name of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

Oliver R. Grace, Jr.

(2) Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [ ]

(b) [_]

(3) SEC Use Only

(4) Source of Funds (See Instructions): OO

(5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]

(6) Citizenship or Place of Organization:

United States of America

Number of Shares

(7)

Sole Voting Power:

146,729

Beneficially Owned

(8)

Shared Voting Power:

34,285

By Each Reporting

(9)

Sole Dispositive Power:

306,144

Person With

(10)

Shared Dispositive Power: 12,250

(11) Aggregate Amount Beneficially Owned by Each Reporting Person:

1,188,048 Shares

(12) Check if the Aggregate Amount in Row (11) Excludes

Certain Shares (See Instructions): [ ]

(13) Percent of Class Represented by Amount in Row (11): 10.4%(1)

(14) Type of Reporting Person (See Instructions):

____________________

(1) The percentage is based upon the following outstanding shares of Common Stock of the Issuer as of May 18, 2006: (i) 11,349,130 shares of Common Stock; (ii) warrants to acquire 40,000 shares of Common Stock beneficially owned by Mr. Grace which are exercisable within 60 days; and (iii) other securities of the Issuer convertible into 52,512 shares of Common Stock beneficially owned by Mr. Grace which are convertible within 60 days.

This Amendment No. 2 to Schedule 13D ("Amendment No. 2") amends the Schedule 13D filed by Oliver R. Grace, Jr. on March 4, 2004 (the “Schedule 13D”), as amended on September 20, 2004 (“Amendment No. 1"). This Amendment No. 2 is filed in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, by the reporting person. It shall refer only to information that has materially changed since the filing of Amendment No. 1.

Item 1.

Security and Issuer.

This Amendment relates to the common stock, par value $.01 per share (the "Common Stock") of Moscow CableCom Corp. formerly known as Andersen Group, Inc., a Delaware corporation (the "Issuer"), whose principal executive offices are located at 590 Madison Avenue, 38^th Floor, New York, NY 10022.

Item 2.

Identity and Background.

This Statement is being filed by Oliver R. Grace, Jr.

(a)

Oliver R. Grace, Jr.

(b)

Business Address: c/o Eden Tree Farm Partnership, 55 Brookville Road, Glen Head, NY 11545.

(c)

Present Principal Occupation: General Partner of The Anglo American Security Fund L.P.

(d)

During the past five years, Mr. Grace has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, Mr. Grace has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which Mr. Grace was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Citizen of the United States of America.

Item 3.

Source and Amount of Funds or Other Consideration.

Butterfield Trust (Bermuda) Limited (“Butterfield Trust”), as trustee of certain trusts of which Mr. Grace may be a beneficiary, acquired Common Stock in connection with the Issuer’s private offering of units (the “Units”) to certain accredited investors (the “Offering”) discussed in Item 5(c) below.

Item 4.

Purpose of Transaction.

Mr. Grace acquired the securities reported in Item 5 for investment purposes.

Mr. Grace does not have any present plans or proposals which relate to or would result in any of the following: (i) the acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iv) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Issuer's board of directors; (v) any material change in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the business or corporate structure of the Issuer; (vii) any change in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (viii) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (x) any action similar to any of those enumerated above.

Item 5.

Interest in Securities of the Issuer.

(a)

aggregate number and percentage of Common Stock beneficially owned as of the date hereof:

Mr. Grace beneficially owns in the aggregate 1,188,048 shares of Common Stock, or approximately 10.4% of the outstanding shares of Common Stock. For purposes of determining the outstanding shares of Common Stock as of May 18, 2006, the following shares have been included:

(1)

11,349,130 shares of Common Stock outstanding following the closing of the Offering;

(2)

92,512 shares of Common Stock that are deemed beneficially owned by Mr. Grace with the meaning of Rule 13d-3(d)(1) of the Exchange Act; and

(b)

Mr. Grace has the sole and shared voting power and sole and shared dispositive power over:

Sole Power to Vote or Direct the Vote(1)(2)(3)(4)(5)	Shared Power to Vote or Direct the Vote(3)(5)(6)	Sole Power to Dispose or Direct the Disposition(1)(7)(9)	Shared Power to Dispose or Direct the Disposition (7)(8)
146,729	34,285	306,144	12,250

(1)

Includes 35,450 shares of Common Stock that are deemed beneficially owned within the meaning of Rule 13d-3(d)(1) of

the Exchange Act because such shares may be acquired within sixty days of the date of this filing through the conversion of other securities of the Issuer.

(2)

Excludes 40,000 shares of Common Stock, which are deemed beneficially owned within the meaning of Rule 13d-3(d)(1) of the Exchange Act because such shares may be acquired within sixty days of the date of this filing through the exercise of a warrant, because Butterfield Trust has the sole power to vote or direct the vote.

(3)

Excludes 477,126 shares of Common Stock that are subject to the Irrevocable Proxy Arrangements described in Item 6 below.

(4)

Excludes 34,285 shares of Common Stock that are not subject to the Irrevocable Proxy Arrangements described in Item 6 below, but where Mr. Grace shares the power to vote or direct the vote.

(5)

Excludes 489,908 shares of Common Stock that are not subject to the Irrevocable Proxy Arrangements described in Item 6 below, but where Butterfield Trust has the sole power to vote or direct the vote.

(6)

Excludes 146,729 shares of Common Stock that are not subject to the Irrevocable Proxy Arrangements described in Item 6 below, but where Mr. Grace has the sole power to vote or direct the vote.

(7)

Excludes 869,654 shares of Common Stock in which Mr. Grace has no power to dispose of or direct the disposition.

(8)

Excludes 306,144 shares of Common Stock in which Mr. Grace has the sole power to dispose or direct the disposition.

(9)

Excludes 12,250 shares of Common Stock in which Mr. Grace has the shared power to dispose or direct the disposition.

(c)

Transactions effected during the past sixty days:

In connection with the Offering described in Item 3 above, Butterfield Trust, as trustee of certain trusts in which Mr. Grace may be a beneficiary, acquired 80,000 Units sold by the Issuer for an aggregate purchase price of $661,800 on May 18, 2006 pursuant to the terms of a subscription agreement, dated May 5, 2006, between the Issuer and certain accredited investors (the “Subscription Agreement”). Pursuant to the Subscription Agreement, the Issuer offered to sell each Unit, which consisted of one share of Common Stock and one-half warrant to acquire Common Stock, at a purchase price of $8.725 (the “Offering”). A copy of the Subscription Agreement is attached hereto as Exhibit 1 and is incorporated by reference herein.

In addition, Mr. Grace also received a stock award from the Issuer of 1,250 shares of Common Stock on March 31, 2006 as compensation for service on the Issuer’s board of directors.

Finally, Mr. Grace’s shared power to direct the vote of Common Stock pursuant to the COMCOR Voting Agreement terminated on January 13, 2005, as described in Item 6 below.

(d)

No person other than Mr. Grace is known to have the right to receive or direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock of the Issuer included in Item 5(a) above.

(e)

Date on which Mr. Grace ceased to be the beneficial owners of more than 5% of the Common Stock of the Issuer: Not Applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

COMCOR Voting Agreement. Mr. Grace, Moskovskaya Telecommunikatsionnaya Corporatsiya ("COMCOR"), Frank E. Baker and the Issuer were parties to a Voting Agreement made and entered into as of February 23, 2004 (the "COMCOR Voting Agreement"), which is attached as Exhibit 2 to the Schedule 13D and which is incorporated by reference herein. The COMCOR Voting Agreement was entered in connection with the acquisition by the Issuer on February 24, 2004 of the shares of ZAO ComCor-TV ("CCTV") owned by COMCOR in exchange for 4,000,000 shares of Common Stock of the Issuer.

The COMCOR Voting Agreement terminated on January 13, 2005 pursuant to the Termination Agreement dated August 26, 2004 (the "Termination Agreement"), a copy of which is attached as Exhibit 1 to Amendment No. 1 and which is incorporated by reference herein. The Termination Agreement provides that if the Financing Transaction, as defined and described under "RME Voting Agreements" below, is consummated as planned, the COMCOR Voting Agreement will terminate. The Financing Transactions was consummated on January 13, 2005 (the “Closing Date”).

CNI Voting Agreements. On August 26, 2004, the Issuer and RME entered into a Series B Convertible Preferred Stock Subscription Agreement (the "Series B Subscription Agreement"), a copy of which is attached as Exhibit 2 to Amendment No. 1 and which is incorporated by reference herein. In order to facilitate the consummation of the transactions contemplated by the Series B Subscription Agreement (the "Financing Transaction"), RME and Mr. Grace entered into a voting agreement dated August 26, 2004 (the "RME Voting Agreement"), a copy of which is attached as Exhibit 4 to Amendment No. 1 and which is incorporated by reference herein. The RME Voting Agreement provided that it will terminate upon the consummation of the Financing Transaction. The Financing Transaction was consummated on the Closing Date.

Irrevocable Proxies. In connection with Amendment No. 1 to the Series B Subscription Agreement, prior to the Closing Date, RME entered into several irrevocable proxy and power of attorney arrangements (collectively, the "Irrevocable Proxy Arrangements") with certain stockholders of the Company, including but not limited to Mr. Grace and entities in which Mr. Grace serves as the General Partner, the Trustee or a possible beneficiary, pursuant to which RME received irrevocable proxies and powers of attorney with respect to an aggregate of 1,000,403 shares of Common Stock (the "Proxy Shares"). Mr. Grace granted 598,750 Proxy Shares to RME, however Mr. Grace’s Proxy Shares were reduced following the Closing Date to 477,126. A copy of Amendment No. 1 to the

Series B Subscription Agreement is attached hereto as Exhibit 2 and is incorporated by reference herein.

During the term of the Irrevocable Proxy Arrangements, RME shall have the ability to vote the Proxy Shares at any meeting of stockholders or consent action in lieu of a meeting at its sole discretion.

In addition, stockholders that are parties to an Irrevocable Proxy Arrangement covering 200,000 shares of Common Stock agreed that: (i) during the initial period of one year after the Closing Date, they will not sell, transfer or otherwise dispose of any of the 200,000 Proxy Shares, unless the transferee also agrees to be bound by the conditions of that Irrevocable Proxy Arrangement, and (ii) after this initial period and until the termination of that Irrevocable Proxy Arrangement, the 200,000 Proxy Shares may only be transferred subject to the right of RME to exercise a right to acquire all such Proxy Shares proposed to be transferred on substantially the same terms as they are proposed to be transferred. Mr. Grace and a limited partnership in which Mr. Grace serves as the General Partner are stockholders covered under this Irrevocable Proxy Arrangement.

Similarly, stockholders that are parties to Irrevocable Proxy Arrangements covering an aggregate of 800,403 shares of Common Stock agreed that during the term of the respective arrangements these 800,403 Proxy Shares may only be transferred subject to the right of RME to exercise a right to acquire all such Proxy Shares proposed to be transferred on substantially the same terms as they are proposed to be transferred. Mr. Grace and entities in which Mr. Grace serves as the General Partner, the Trustee or a possible beneficiary are covered by Irrevocable Proxy Arrangements covering these 800,403 Proxy Shares.

The Irrevocable Proxy Arrangements will terminate upon the earlier of: (i) January 13, 2009, (ii) the conversion by RME of all of its shares of Series B Stock into Common Stock, (iii) RME's ownership of the capital stock of the Issuer on an as converted basis falling below 10% or (iv) the weighted average closing price of the Common Stock for 20 consecutive trading days on NASDAQ exceeding $15.00.

The Irrevocable Proxy Arrangements provide for a proportional reduction in the number of Proxy Shares subject thereto if RME converts any of its shares of Series B Stock into Common Stock.

The preceding summary of certain provisions of the Irrevocable Proxy Arrangements is not intended to be complete and is qualified by its entirety by reference to the full text of such agreements, copies of which are attached to this Amendment No. 2 as Exhibits 3 through 5 and which are incorporated by reference herein.

Warrant Agreement

In connection with the Offering, the Issuer and each Purchaser, entered into a warrant agreement, dated as of May 18, 2006 (the “Warrant Agreement”), pursuant to which each Purchaser was granted warrants to acquire Common Stock. Each whole warrant acquired in the Offering entitles the holder to acquire one share of Common Stock until May 18, 2008. As discussed above in Item 5, Butterfield Trust acquired 40,000 warrants to acquire Common Stock in the Offering. A copy of the Warrant Agreement is attached hereto as Exhibit 6 and is incorporated by reference herein.

Registration Rights

In connection with the Offering, the Issuer and the Purchasers entered into a registration rights agreement on May 18, 2006 (the “Registration Rights Agreement”), pursuant to which the Purchasers may require the Issuer to register under the Securities Act of 1933, as amended, future resales of Common Stock held by the Purchasers. A copy of the Registration Rights Agreement is attached hereto as Exhibit 7 and is incorporated by reference herein.

Item 7.

Material to be Filed as Exhibits.

Exhibit 1.

Subscription Agreement, dated May 5, 2006, by and between Moscow CableCom Corp. and the Purchasers.

Exhibit 2.

Amendment No. 1 to Series B Convertible Preferred Stock Subscription Agreement between Columbus Nova Investments VIII Ltd and Moscow CableCom Corp.

Exhibit 3.

Irrevocable Proxy and Power of Attorney among Columbus Nova Investments VIII Ltd. and each of the persons whose names are set forth on the signature page thereof dated as of December 1, 2004.

Exhibit 4.

Irrevocable Proxy and Power of Attorney among Columbus Nova Investments VIII Ltd. and each of the persons whose names are set forth on the signature page thereof dated as of December 1, 2004.

Exhibit 5.

Form of Irrevocable Proxy and Power of Attorney among Columbus Nova Investments VIII Ltd. and each of the persons whose names are set forth on the signature page thereof dated as of December 1, 2004.

Exhibit 6.

Warrant Agreement, dated May 18, 2006, by and between Moscow CableCom Corp. and Harbor Advisors, LLC.

Exhibit 7.

Registration Rights Agreement, dated May 18, 2006, by and between Moscow CableCom Corp. and the Purchasers.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: June 6, 2006

/s/ Oliver R. Grace, Jr.

Oliver R. Grace, Jr.

EX-99 2 ex1subscriptionagreementgrac.htm EX 1 SUBSCRIPTION AGREEMENT Exhibit 99

Exhibit 1

SUBSCRIPTION AGREEMENT

MOSCOW CABLECOM CORP.

Dated May 5, 2006

1021798

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

SECTION 1.01. Certain Defined Terms

SECTION 1.02. Other Definitions

ARTICLE II SALE AND PURCHASE

SECTION 2.01. Sale of the New Securities

SECTION 2.03. Closing

SECTION 2.03. Purchase Price.

SECTION 2.04. Purchaser Commitment Date; Acceptance or Rejection of Subscriptions

SECTION 2.05. Closing Deliveries by the Company.

SECTION 2.06. Deliveries by the Purchasers.

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY

SECTION 3.01. Organization, Authority and Qualification of the Company and the Company Subsidiaries.

SECTION 3.02. Capital Stock of the Company; Ownership of the New Securities

SECTION 3.03. No Conflict

SECTION 3.04. Governmental Consents and Approvals

SECTION 3.05. SEC Filings; Financial Statements; Nasdaq Listing

SECTION 3.06. No Undisclosed Liabilities

SECTION 3.07. Absence of Certain Changes or Events.

SECTION 3.08. Litigation.

SECTION 3.09. Compliance with Laws

SECTION 3.10. Brokers

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

SECTION 4.01. Organization and Authority of the Purchaser.

SECTION 4.02 Capacity.

SECTION 4.03. No Conflict

SECTION 4.04. Governmental Consents and Approvals

SECTION 4.05. Investment Purpose

SECTION 4.06. Financing

SECTION 4.07. Status of New Securities; Limitations on Transfer and Other Restrictions.

SECTION 4.08 Information.

ARTICLE V CONDITIONS

SECTION 5.01. Conditions to Each Party’s Obligations to Effect the Transactions

SECTION 5.02. Conditions to the Obligations of the Company to Effect the Transactions.

SECTION 5.03. Conditions to the Purchaser’s Obligations to Effect the Transactions.

1021798

ARTICLE VI TERMINATION

SECTION 6.01. Termination

SECTION 6.02. Effect of Termination

ARTICLE VII GENERAL PROVISIONS

SECTION 7.01. Amendment and Waiver

SECTION 7.02. Expenses

SECTION 7.03. Notices

SECTION 7.04. Headings

SECTION 7.05. Severability

SECTION 7.06. Entire Agreement

SECTION 7.07. Assignment

SECTION 7.08. No Third Party Beneficiaries

SECTION 7.09. Governing Law; Jurisdiction; Venue.

SECTION 7.10. Counterparts

SECTION 7.11. Specific Performance

SECTION 7.12. Interpretation

SECTION 7.13. Construction

iii

1021798

EXHIBITS

Exhibit A Form of Warrant Agreement

Exhibit B Form of Registration Rights Agreement

Exhibit C Matters to be Opined on in Legal Opinion from the Company’s US Counsel

Exhibit D Reserved

Exhibit E List of Purchasers

Exhibit F Wire Transfer Instructions

Exhibit G Officers’ Certificate of the Chief Executive Officer and the Chief Financial Officer of the Company

SUBSCRIPTION AGREEMENT, dated May 5, 2006, by and between Moscow CableCom Corp., a Delaware corporation (the “Company”), and the investors listed on Exhibit E to this Agreement (collectively, the “Purchasers”).

W I T N E S S E T H:

WHEREAS, the Company wishes to issue and sell to the Purchasers, and the Purchasers wish to purchase from the Company, units (the “Units”), each consisting of one share of Common Stock, $0.01 par value (the “New Common Stock”), and one-half warrant to purchase a share of common stock (the “Warrants”), upon the terms and subject to the conditions set forth herein. All the shares of New Common Stock and the Warrants purchased pursuant to this Agreement are referred to as the “New Securities”; and

WHEREAS, at the Closing (as defined herein) the Company and the Purchasers will enter into Warrant Agreements, substantially in the form attached to this Agreement as Exhibit A (the “Warrant Agreements”), pursuant to which the Purchasers will acquire warrants which will be exercisable until the second anniversary of the Closing (the “Warrants”);

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Certain Defined Terms

As used in this Agreement, the following terms shall have the following meanings:

“Action” means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority.

“Agreement” or “this Agreement” means this Subscription Agreement, dated May 5, 2006, between the Company and the Purchasers (including the Attachments and the Exhibits hereto and the Disclosure Schedule) and all amendments hereto made in accordance with the provisions of Section 7.01.

“Board” means the Board of Directors of the Company.

“COMCOR-TV” means ZAO COMCOR TV, a closed joint stock company organized under the laws of the Russian Federation.

“Common Stock” means the Common Stock, par value $.01 per share, of the Company, as constituted on the date hereof, any shares of the Company’s capital stock into which such Common Stock shall be changed, and any shares of the Company’s capital stock resulting from any reclassification of such Common Stock or any recapitalization of the Company.

“Company Subsidiary” or “Company Subsidiaries” means any Subsidiary or all of the Subsidiaries of the Company, respectively.

“Convertible Debentures” means the 10½% Convertible Subordinated Debentures due 2007 of the Company.

“Disclosure Schedule” means the Disclosure Schedule delivered by the Company in connection with this Agreement dated as of the date hereof and incorporated herein by reference.

“Encumbrance” means any security interest, pledge, mortgage, lien (including, without limitation, environmental and tax liens), charge, encumbrance, adverse claim, preferential arrangement or restriction of any kind, including,

without limitation, any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership, but excluding Permitted Encumbrances.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute thereto, and the rules and regulations of the SEC promulgated from time to time thereunder, all as the same shall be in effect at the time.

“Governmental Authority” means any United States, Russian or other foreign federal, state, provincial, local, supranational government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Indebtedness” means any indebtedness, obligation and other liability of a Person (whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due), including without limitation all obligations of such Person (a) for borrowed money, (b) evidenced by bonds, notes, debentures or other similar instruments or by letters of credit, including purchase money obligations or other obligations relating to the deferred purchase price of property, goods or services (other than trade payables incurred in the ordinary course of business), (c) as lessee under leases which have been or should have been, in accordance with US GAAP, recorded as capital leases, (d) under direct or indirect guarantees in respect of Liabilities of others, including indebtedness of others secured by an Encumbrance on any asset of such Person, whether or not such indebtedness is assumed by such Person, (e) in respect of outstanding or unpaid checks or drafts or overdraft obligations, (f) for Taxes or (g) accrued interest, if any, on and all other amounts owed in respect of any of the foregoing.

“knowledge of the Company” means, with respect to any matter in question, the knowledge of the officers and directors of the Company.

“Law” means any supranational, United States, Russian or foreign federal, national, state, regional or local statute, law, ordinance, regulation, rule, code, order, other requirement or rule of law.

“Liabilities” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including, without limitation, those arising under any Law, Action or Governmental Order and those arising under any contract, agreement, arrangement, commitment or undertaking.

“License” means any license(s), permit(s) or other authorization(s) necessary for a Person to lawfully own and operate its business, assets and properties or enter into and perform the Person’s obligations under this Agreement; provided, that, Licenses of the Company and each Company Subsidiary shall include, without limitation, (i) Licenses for delivery of cable TV broadcasting services, telematic services and data transmission services, (ii) Licenses for construction engineering and construction services, (iii) Licenses for access to MFON and (iv) all other Licenses with the City of Moscow or any other Governmental Authority.

“Material Adverse Effect” means (i) any circumstance, development, change in, or effect on the Company, any Company Subsidiary or their businesses that, individually or in the aggregate with any other circumstances, developments, changes in, or effects on, the Company, any Company Subsidiary or their businesses is, or is reasonably expected to be, materially adverse to the business of the Company and the Company Subsidiaries, taken as a whole, or the financial condition, results of operations, assets or properties of the Company and the Company Subsidiaries, taken as a whole, and (ii) any material adverse change or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of the Company and the Company Subsidiaries, taken as a whole.

“Nasdaq” means the Nasdaq Stock Market, Inc., the electronic securities market regulated by the National Association of Securities Dealers, Inc.

“Nasdaq National Market” has the meaning set forth in Rule 4200(a)(23) of the rules of the National Association of Securities Dealers, Inc.

“Permitted Encumbrances” means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced or is reasonably expected to commence: (a) liens for taxes, assessments and governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, provided that any reserve or other appropriate provision as shall be required in conformity with US GAAP shall have been made therefor; (b) Encumbrances imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens and other similar liens arising in the ordinary course of business; (c) pledges or deposits to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations or other obligations of a like nature incurred in the ordinary course of business; (d) minor survey exceptions, reciprocal easement agreements and other customary encumbrances on title to real property that (i) were not incurred in connection with any indebtedness, (ii) do not render title to the property encumbered thereby unmarketable and (iii) do not, individually or in the aggregate, materially adversely affect the value or use of such property for its current and anticipated purposes; (e) Encumbrances permitted under any financing of the Company in place as of the date hereof; (f) purchase money security interests in supplier equipment, (g) Encumbrances under the (i) the Term Loan Facility, dated as of August 26, 2004, between the Company, COMCOR-TV, Amatola Enterprises Limited and the other parties referred to therein, and (ii) the Working Capital Bridge Facility Agreement, dated as of August 26, 2004, between the Company and COMCOR-TV, Amatola Enterprises Limited and the other parties referred to therein (h) Encumbrances in c onnection with the offering of stock after the date hereof in mutual savings banks or equivalent financial institutions upon de-mutualization of the same in which the Company or a Company Subsidiary has an account as of the date hereof.

“Person” means any individual, partnership, association, joint venture, corporation, business, trust, joint stock company, limited liability company, any unincorporated organization, any other entity, a “group” of such persons, as that term is defined in Rule 13d-5(b) under the Exchange Act, or a government or political subdivision thereof.

“Registration Rights Agreement” means the Registration Rights Agreement between the Company and the Purchasers, substantially in the form attached to this Agreement as Exhibit B.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute thereto, and the rules and regulations of the SEC promulgated from time to time thereunder, all as the same shall be in effect at the time.

“Series A Preferred Stock” means the Series A Cumulative Convertible Preferred Stock, par value $.01 per share, of the Company.

“Significant Purchaser” means any Purchaser whose Purchase Price for the New Securities exceeds $7 million, as reflected on Exhibit E to this Agreement.

“Subsidiaries” of any Person means any corporation, partnership, joint venture, limited liability company, trust, estate or other Person of which (or in which), directly or indirectly, more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such partnership, joint venture or limited liability company or other Person or (c) the beneficial interest in such trust or estate is at the time owned by such first Person, or by such first Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.

“Tax” or “Taxes” means any federal, state, county, local, foreign and other taxes (including, without limitation, income, profits, premium, estimated, excise, sales, use, occupancy, gross receipts, franchise, ad valorem, severance, capital levy, production, transfer, withholding, employment, unemployment compensation, payroll and property taxes, import duties and other governmental charges and assessments), whether or not measured in whole or in part by net income, and including deficiencies, interest, additions to tax or interest, and penalties with respect thereto, whether disputed or not, imposed by any Governmental Authority or other Tax authority or arising under any Tax law or agreement, including, without limitation, any joint venture or partnership agreement.

“Transactions” means the transactions contemplated by this Agreement.

“US GAAP” means United States generally accepted accounting principles and practices as in effect from time to time and applied consistently throughout the periods involved.

SECTION 1.02. Other Definitions

The meanings of the following terms can be found in the Sections of this Agreement indicated below:

Term	Section
Bankruptcy Proceeding................................	3.07(b)
Closing........................................................	2.02
Closing Date................................................	2.02
Company.....................................................	Preamble
Company Balance Sheet..............................	3.07(a)
Company Permits........................................	3.09(b)
Exchange Act Reports.................................	3.05(a)
New Securities............................................	Recitals
Purchase Price.............................................	2.03
Purchasers....................................................	Preamble
Sarbanes-Oxley Act....................................	3.05(a)
Warrant Agreements.....................................	Recitals
Warrants.....................................................	Recitals

ARTICLE II

SALE AND PURCHASE

SECTION 2.01. Sale of the New Securities . Upon the terms and subject to the conditions set forth in this Agreement, the Company shall duly issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, the New Securities. The New Securities will be represented by certificates evidencing the shares of New Common Stock and the Warrants included in the Units.

SECTION 2.02. Closing . The closing (the “Closing”) will take place not less than one day and not more than ten days following receipt of approval from Nasdaq for the Company’s application to list the shares of New Common Stock included in the Units (the “Closing Date”).

SECTION 2.03. Purchase Price. The purchase price per Unit (the “Purchase Price”) to be paid by each of the Purchasers to the Company shall be the sum of (i) the closing bid price (the “Closing Bid Price”) of the Common Stock, as quoted on the Nasdaq National Market on May 4, 2006, with respect to the share of New Common Stock included in each Unit, plus (ii) 6.25¢, with respect to the one-half Warrant included in each Unit. The Purchase Price will be determined on May 4, 2006 on the basis of the Closing Bid Price and Purchasers will be notified of the Purchase Price.

SECTION 2.04. Purchaser Commitment Date; Acceptance or Rejection of Subscriptions. Each of the Purchasers is required to deliver to the Company, no later than noon New York time on May 5, 2006, notice of the number of Units it proposes to acquire and duly executed copies of this Agreement, the Warrant Agreement, and the Registration Rights Agreement. The Company will inspect the agreements delivered by the Purchasers, including the Investor Questionnaire incorporated into this Agreement, to confirm that all required information has been provided and that the agreements are properly executed. Subscriptions will be accepted by the Company only upon execution by the Company of a counterpart to this Agreement. On May 5, 2006, the Company shall notify each Purchaser whether its subscription has been accepted, the number of Units allocated to such Purchaser, and the amount of the Purcha se Price due and payable by such Purchaser, and deliver to each Purchaser executed counterparts of this Agreement. The Company reserves the right, in its sole discretion, to accept or reject the subscription of any Purchaser, in whole or in part.

SECTION 2.05. Closing Deliveries by the Company. On the Closing Date, the Company shall deliver or cause to be delivered to the Purchasers:

(a)

newly issued stock and warrant certificates issued to and registered in the names of each of the Purchaser and evidencing the number of shares of New Common Stock and Warrants acquired by each Purchaser;

(b)

a duly executed Warrant Agreement;

(c)

a duly executed Registration Rights Agreement;

(d)

a legal opinion from the Company’s U.S. counsel with respect to such matters as set forth in Exhibit C attached to this Agreement; and

(e)

an officers’ certificate of the Chief Executive Officer and the Chief Financial Officer of the Company substantially in the form attached hereto as Exhibit G.

SECTION 2.06. Deliveries by the Purchasers. On or before 3 p.m. New York time on the Closing Date, each of the Purchasers shall deliver or cause to be delivered to the Company the aggregate Purchase Price with respect to the number of Units allocated to such Purchaser, by wire transfer of immediately available funds in accordance with the wire transfer instructions provided on Exhibit F to this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

As an inducement to the Purchasers to enter into this Agreement, the Company hereby represents, warrants and covenants to the Purchasers that the representations and warranties contained in this Article III are true, complete and correct as of the date of this Agreement and will be true, complete and correct as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article III).

SECTION 3.01. Organization, Authority and Qualification of the Company and the Company Subsidiaries. The Company and each Company Subsidiary is a corporation duly incorporated or organized, validly existing as a legal entity properly incorporated, organized, registered and existing, and in good standing (in jurisdictions recognizing the concept) under the laws of the jurisdiction of its incorporation, and the Company has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the Transactions (including entering into the Warrant Agreements and Registration Rights Agreement). The Company and each Company Subsidiary is duly qualified to do business (and is in good standing in each jurisdiction that recognizes the concept) in each jurisdiction in which (x) it owns or leases properties or conducts any business or (y) such qualification is necessary, except where the failure to be so qualified or in good standing (with respect to jurisdictions recognizing the concept) in any such jurisdiction does not or would not subject the Company or the Company Subsidiary, as the case may be, to any material liability or disability. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions (including entering into the Warrant Agreements and Registration Rights Agreement) have been duly authorized by all requisite action on the part of the Company. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the Purchasers) this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (A) such enforcem ent may be subject to (i) any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar law now or hereafter in effect relating to creditors’ rights generally, (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)and (B) rights to indemnification and contribution may be limited by public policy. Neither the Company nor any Company Subsidiary is in violation of any of the provisions of their respective certificate of incorporation, by-laws or equivalent organizational documents.

SECTION 3.02. Capital Stock of the Company; Ownership of the New Securities

(a)

As of the date hereof, the authorized capital stock of the Company consists of (x) 40,000,000 shares of Common Stock, of which (i) 8,906,446 shares are outstanding, (ii) 458,689 shares of Common Stock are reserved for issuance on conversion of the Series A Preferred Stock, (iii) 12,783,000 shares of Common Stock are reserved for issuance upon conversion of Series B Preferred Stock, (iv) 48,732 shares of Common Stock are reserved for issuance on conversion of the Convertible Debentures, and (iv) 1,137,424 shares are reserved for issuance upon the exercise of stock options; (y) 800,000 shares of Series A Preferred Stock, of which 150,144 shares are issued and outstanding and designated as Series A Preferred Stock; and (z) 25,000,000 shares of Series B Preferred Stock, of which (i) 4,500,000 shares are issued and outstanding and designated as Series B Preferred Stock, and (ii) 8,283,000 shares are reserved for issuance on convers ion of outstanding warrants. All of the outstanding shares of the Company’s capital stock are duly and validly issued, fully paid and nonassessable. None of the issued and outstanding shares of capital stock of the Company was issued in violation of any preemptive rights. As of the date hereof, except as described above or as set forth in Section 3.02(a) of the Disclosure Schedule, there are no options, warrants, subscriptions, calls, convertible securities or debentures or other rights, agreements, arrangements or commitments relating to the capital stock of the Company or obligating the Company to issue or sell any shares of capital stock of, or any other equity interest in, the Company. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or make any investment (in the form of a loan, capital contribution or otherwise) in any other Person.

(b)

The New Securities have been duly and validly authorized by the Board and, upon consummation of the Closing as contemplated hereby, the New Securities purchased by the Purchasers (i) will be duly and validly issued, fully paid, nonassessable, and free from all Taxes and Encumbrances, (ii) will be issued in compliance with United

States federal securities Laws and the securities laws of other applicable jurisdictions, and (iii) the issuance of the New Securities will not be subject to preemptive or other similar rights.

(c)

The Company’s Private Placement Memorandum of even date hereof (the “PPM”) contains a true and complete copy of the pro forma capitalization table of the Company, giving effect to the consummation of these Transactions, including the execution of the Warrant Agreements. Section 3.02 (c) of the Disclosure Schedule sets forth any of the securities or instruments issued by the Company that will trigger anti dilution or similar provisions that will be triggered by, and all of the resulting adjustments that will be made, to such securities and instruments as a result of the issuance of the New Securities to the Purchasers.

(d)

Exhibit 21 to the Company’s annual report on Form 10-K, for the year ended December 31, 2005 (the “Annual Report”), sets forth the name and jurisdiction of incorporation of each Company Subsidiary.

SECTION 3.03. No Conflict . Assuming the making and obtaining of all filings, notifications, consents, approvals, authorizations and other actions referred to in Section 3.04, the execution, delivery and performance of this Agreement by the Company do not and will not (a) violate, conflict with or result in the breach of any provision of the certificate of incorporation or by-laws (or similar organizational documents) of the Company or any Company Subsidiary, (b) to the knowledge of the Company, conflict with or violate any Law or Governmental Order applicable to the Company, any Company Subsidiary or any of their respective assets, properties or businesses, (c) to the knowledge of the Company, violate, conflict with or result in the breach of any provision of any Company Permit, or (d) except as set forth in Section 3.03 of the Disclosure Schedule, conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any of the assets or properties of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, License, franchise or other instrument, obligation or arrangement to which the Company or any Company Subsidiary is a party or by which any of its assets or properties is bound or affected.

SECTION 3.04. Governmental Consents and Approvals . The execution, delivery and performance of this Agreement, or the consummation of the Transactions, by the Company do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to any Governmental Authority, except such reports as may be required in connection with this Agreement and the Transactions (i) under the Exchange Act, (ii) under the Securities Act (in connection with the filing of a Form D with the SEC), (iii) under state securities or “blue sky” laws, and (iv) under the rules of the Nasdaq National Market in connection with the listing of additiona l shares.

SECTION 3.05. SEC Filings; Financial Statements; Nasdaq Listing .

(a)

All documents of the Company filed with the SEC pursuant to the Exchange Act are referred to herein as the “Exchange Act Reports”. The Exchange Act Reports, when they were filed with the SEC, complied in all material respects with the requirements of the Exchange Act and the applicable rules and regulations of the SEC thereunder. The Exchange Act Reports did not, as of their respective dates, contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as set forth under Section 3.05 (a) of the Disclosure Schedule, the Company has timely filed all reports and registration statements and made all filings required to be made with the SEC under the Exchange Act, the Securities Act or th e applicable rules and regulations of the SEC thereunder, all of which complied when filed in all material respects with all applicable requirements of the Securities Act and the Sarbanes-Oxley Act of 2002 (with respect to the provisions of such act required to be complied with at the time such forms, reports and documents were required to be filed) and the rules and regulations promulgated thereunder (the “Sarbanes-Oxley Act”) and the statements contained in or accompanying the Exchange Act Reports in accordance with Sections 302 and 906 of the Sarbanes-Oxley Act are true and correct. No enforcement action has been initiated against the Company by the SEC relating to disclosures contained in any of the Exchange Act Reports.

(b)

The Common Stock is listed on the Nasdaq National Market. The sales of New Securities to the Purchasers in accordance with the terms of this Agreement and the Warrant Agreements will not violate any rules of the Nasdaq National Market or the National Association of Securities Dealers as in effect on the date hereof.

(c)

The audited consolidated balance sheets of the Company and its subsidiaries for the fiscal year ended December 31, 2005 and the related audited consolidated statements of income, retained earnings, stockholders’ equity and cash flow of the Company and the Company Subsidiaries together with all related notes and schedules thereto (the “Audited Financial Statements”), as filed with the Annual Report (i) were prepared in accordance with the books of account and other financial records of the Company and its subsidiaries, (ii) present fairly the consolidated financial condition and results of operations of the Company and its subsidiaries as of the dates thereof or for the periods covered thereby, and (iii) have been prepared in accordance with US GAAP applied on a basis consistent with the past practices of the Company.

SECTION 3.06. No Undisclosed Liabilities . Except as specifically set forth in the financial statements of the Company included in the Exchange Act Reports filed and publicly available prior to the date of this Agreement, and except for liabilities and obligations incurred (x) in the ordinary course of business since the date of the most recent consolidated balance sheet included in the Exchange Act Reports filed and publicly available prior to the date of this Agreement and (y) as a result of the performance by the Company of its obligations pursuant to these Transactions, neither the Company nor any of the Company Subsidiaries has any Liabilities required by US GAAP to be set f orth on a consolidated balance sheet of the Company or in the notes thereto. All agreements related to Indebtedness (including, but not limited, to any loans, credit agreements, notes and indentures) to which the Company or any Company Subsidiary is a party have been filed with the Company’s Exchange Act Reports or registration statements filed with the SEC under the Securities Act.

SECTION 3.07. Absence of Certain Changes or Events. (a) Since the date of the Company’s most recent audited balance sheet (the “Company Balance Sheet”), except as contemplated by this Agreement, or disclosed in any Exchange Act Report filed after the date of the Company Balance Sheet and prior to the date hereof, the Company has conducted its business only in the ordinary course and in a manner consistent with past practices and there has not been any development resulting in a Material Adverse Effect.

(b)

Neither the Company nor any Company Subsidiary has made a general assignment for the benefit of creditors, and no proceeding (a “Bankruptcy Proceeding”) has been instituted by or against the Company or any Company Subsidiary seeking to adjudicate any of them a bankrupt or insolvent, or seeking liquidation, winding up or reorganization, arrangement, adjustment, protection, relief or composition of its debts under any Law relating to bankruptcy, insolvency or reorganization.

SECTION 3.08. Litigation. Except as set forth in the periodic reports filed by the Company with the SEC, there are no material Actions by or against the Company or any Company Subsidiary or affecting any of the assets of the Company or any of the Company Subsidiaries, pending before any Governmental Authority or, to the knowledge of the Company, threatened or contemplated to be brought by or before any Governmental Authority. None of the Company, the Company Subsidiaries or any of the assets of the Company or the Company Subsidiaries is subject to any Governmental Order (or, to the knowledge of the Company, are there any such Governmental Orders threatened or contemplated to be imposed by any Governmental Authority) which has, has had or is reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

SECTION 3.09. Compliance with Laws .

(a)

Neither the Company nor any Company Subsidiary is in default or violation of any Law or Governmental Order.

(b)

(i) The Company and each Company Subsidiary are in possession of all material franchises, grants, authorizations, Licenses, memoranda of understanding, agreements, easements, variances, exceptions, consents, certificates, approvals and orders of or with any Governmental Authority (the “Company Permits”) necessary or required for the Company or any Company Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted and the Company Permits are in full force and effect, are not subject to any unusual or onerous conditions and have been complied with in all material respects, (ii) no suspension or cancellation or revocation of any of the Company Permits is pending or, to the knowledge of the Company, threatened nor has any of the Company Permits expired and, with respect to any such Company Permit which will expire prior to the Closing Date, the Company is not aware of any circumstance which would reasonably be expected to cause such Company Permit not to be renewed or extended upon expiration and (iii) neither the

Company nor any Company Subsidiary is in default under any Company Permit. The Company has provided the Purchaser with complete and accurate copies of all Company Permits, including any amendments, supplements and extensions thereto, and with all written correspondence between the Company or any Company Subsidiary and a Governmental Authority with respect to any Company Permit.

SECTION 3.10. Brokers . No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Company.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

As an inducement to the Company to enter into this Agreement, each of the Purchasers hereby represent, warrant and covenant to the Company that the representations and warranties contained in this Article IV are true, complete and correct as of the date of this Agreement and will be true, complete and correct as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article IV).

SECTION 4.01. Organization and Authority of the Purchaser. Each of the Purchasers identified as an entity on Exhibit E (collectively, the “Corporate Purchasers”) is a company duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation. Each of the Corporate Purchasers has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the Transactions (including entering into the Warrant Agreements and the Registration Rights Agreement). The execution and delivery of this Agreement by the each of the Corporate Purchasers, the performance by each of the Cor porate Purchasers of its obligations hereunder and the consummation by each of the Corporate Purchasers of the Transactions (including entering into the Warrant Agreements and the Registration Rights Agreement) have been duly authorized by all requisite action on the part of each of the Corporate Purchasers. This Agreement has been duly executed and delivered by each of the Corporate Purchasers, and (assuming due authorization, execution and delivery by the Company) this Agreement constitutes a legal, valid and binding obligation of each of the Corporate Purchasers enforceable against each of the Corporate Purchasers in accordance with its terms.

SECTION 4.02 Capacity. Each of the Purchasers who is an individual has the capacity to execute, deliver and perform this Agreement, to carry out its obligations hereunder and to consummate the Transactions (including entering into the Warrant Agreement and the Registration Rights Agreement).

SECTION 4.03. No Conflict Assuming the making and obtaining of all filings, notifications, consents, approvals, authorizations and other actions referred to in Section 4.03 and except as may result from any facts or circumstances relating solely to the Company, the execution, delivery and performance of this Agreement by each of the Purchasers does not (a) conflict with or violate any Law or Governmental Order applicable to any of the Purchasers or (b) conflict with, or result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent or waiver under, or give to others any rights of termination, amendment, acceleration, suspension, rev ocation or cancellation of, or result in the creation of any Encumbrance on any of the assets or properties of any of the Purchasers pursuant to any note, bond, mortgage or indenture, contract, agreement, lease, sublease, License, permit, franchise or other instrument or arrangement to which any of the Purchasers is a party or by which any of such assets or properties are bound or affected.

SECTION 4.04. Governmental Consents and Approvals . The execution, delivery and performance of this Agreement by each of the Purchasers does not require any consent, approval, authorization or other order of, action by, filing with or notification to, any Governmental Authority, except for (i) the applicable requirements of the Exchange Act for filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions, and the Securities Act (in connection with the filing of a Form D with the SEC and the Registration Rights Agreement), and (iii) for such other consents, waivers, approvals, authorizations, orders, actions, filings or notifications, which if not obtained or made would not be reasonably likely to affect performance by the Purchaser of its obligations hereunder or the consummation of the Transactions.

SECTION 4.05. Investment Purpose . Each of the Purchasers is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, and is acquiring the New Securities for investment, for its own account, and not with a view to, or for sale in connection with, any distribution. Each of the Purchasers understands that the Units have not been and are not registered either with the SEC or with the governmental entity charged with regulating the offer and sale of securities under the securities laws and regulations of the state of residence of the Purchaser and are being offered and sold pursuant to the exemption from registration provided in Section 4(2) of the Securities Act, and Rule 506 of Regulation D promulgated under the Securities Act and limited exemptions provided in the “Blue Sky” laws of the states of residence of the Purchasers and that no governmental agency has recommended or endorsed the securities or made any finding or determination relating to the fairness for investment of the Units. Each of the Purchasers is unaware of, and is in no way relying on, any form of general solicitation or general advertising in connection with the offer and sale of the Units.

SECTION 4.06. Financing . Each of the Purchasers have available (through cash on hand, credit arrangements or otherwise) all the funds necessary for the performance of all of their obligations under this Agreement.

SECTION 4.07. Status of New Securities; Limitations on Transfer and Other Restrictions. Each of the Purchasers hereby acknowledge and agree with the Company that the New Securities have not been registered under the Securities Act and may not be offered or sold except pursuant to registration under, or to an exemption from, the registration requirements of the Securities Act and that the certificates evidencing the New Securities will bear legends to that effect. Each of the Purchasers further agree that they have not entered and will not enter into any contractual arrangement with respect to the distribution or delivery of the New Securities, other than (i) pursuant to a Registration Rights Agreement, (ii) pursuant to Rule 144 under the Securities Act, (iii) pursuant to any transaction that does not require registration under the Securities Act, or (iv) with the prior written consent of the Company.

SECTION 4.08 Information. Each of the Purchasers acknowledges that it has evaluated the merits and risks of this investment solely on the basis of the PPM, and its own review of publicly available information regarding the Company, including the reports filed by the Company with the SEC, and has been offered the opportunity to ask questions of and receive answers concerning the terms and conditions of this investment. The undersigned acknowledges that the Company has made its officers available to answer questions concerning the Company and the investment in the Units. In making the decision to purchase the Unit(s), each of the Purchasers has relied and will rely solely upon independent investigations made by him, her or it. Each of the Purchasers is not relying on the Company with respect to any tax or other economic considerations involved in this investment. Other than as set forth in the PPM and in Article 3 hereof, no representations or warranties have been made to the any of the Purchasers by the Company. To the extent any of the Purchasers has deemed it appropriate, it has consulted with its own attorneys and other advisors with respect to all matters concerning this investment.

ARTICLE V

CONDITIONS

SECTION 5.01. Conditions to Each Party’s Obligations to Effect the Transactions The respective obligations of each party hereto to effect the Transactions are subject to the following conditions having been satisfied on or prior to the Closing Date, or waived by the all parties to this Agreement; provided, however, that the condition set forth in subsections (d) of this Section 5.01 may be waived only by agreement of all of the Significant Purchasers:

(a)

No Order. No Governmental Authority shall have enacted, threatened, issued, promulgated, enforced or entered any Governmental Order that is then in effect, pending or threatened and has, or would have, the effect of prohibiting, restraining, enjoining or restricting the consummation of the Transactions;

(b)

Governmental Approvals. All clearances required from any merger control, competition or antitrust authority, which has jurisdiction over the Transactions shall have been obtained; no governmental authority shall have intervened, or indicated that it is contemplating intervening, in a way that would or might reasonably be expected to make the Transactions or their implementation void, unenforceable or illegal or directly or indirectly restrain, restrict, prohibit, delay or otherwise interfere with the implementation thereof, or impose additional conditions or obligations with respect thereto, or otherwise challenge or hinder the transactions or their implementation;

(c)

Other Regulatory Approvals. All other necessary notifications and filings in respect of the Transactions shall have been made and any governmental or regulatory notices, approvals, filings or other requirements necessary to consummate the Transactions, including, without limitation, any approval required from Nasdaq relating to the listing of the New Common Stock and the shares of Common Stock issuable upon exercise of the Warrants, shall have been given, made, obtained or complied with, as applicable, and all consents, approvals or other authorizations required with respect to the Transactions shall have been obtained whether in the Russian Federation or elsewhere; and

SECTION 5.02. Conditions to the Obligations of the Company to Effect the Transactions. The obligations of the Company to effect the Transactions are subject to the following conditions having been satisfied (or waived by the Company) on or prior to the Closing Date:

(a)

Representations, Warranties and Covenants. The representations and warranties of the Purchasers contained in this Agreement shall have been true and correct when made and true and correct in all material respects as of the Closing Date, with the same force and effect as if made as of the Closing Date, other than such representations and warranties as are made as of another date, which shall be true and correct as of such date, if earlier than the Closing Date (provided, however, that if any portion of any representation or warranty is already qualified by materiality, for purposes of determining whether this Section 5.02(a) has been satisfied with respect to such portion of such representation or warranty, such portion of such representation or warranty as so qualified must be true and correct in all respects), and the covenants and agreements contained in this Agreement to be complied wi th by the Purchasers on or before the Closing Date shall have been complied with in all material respects; and

(b)

Deliveries. The Purchaser shall have delivered to the Company all the items listed in Section 2.05.

SECTION 5.03. Conditions to the Purchaser’s Obligations to Effect the Transactions. The obligations of the Purchasers to effect the Transactions are subject to the following conditions having been satisfied (or waived by the Purchaser) on or prior to the Closing Date:

(a)

Representations, Warranties and Covenants. The representations and warranties of the Company contained in this Agreement shall have been true and correct when made and true and correct in all material respects as of the Closing Date, with the same force and effect as if made as of the Closing Date, other than such representations and warranties as are made as of another date, which shall be true and correct as of such date, if earlier than the Closing Date (provided, however, that if any portion of any representation or warranty is already qualified by materiality, for purposes of determining whether this Section 5.03(a) has been satisfied with respect to such portion of such representation or warranty, such portion of such representation or warranty as so qualified must be true and correct in all respects), and the covenants and agreements contained in this Agreement to be complied with by the Compa ny on or before the Closing Date shall have been complied with in all material respects;

(b)

Material Adverse Effect. Since the date hereof, there shall have been no events, changes or effects, individually or in the aggregate, with respect to the Company that constitutes a Material Adverse Effect on the Company; and

(c)

Deliveries. The Company shall have delivered to the Purchasers all of the items listed in Section 2.04.

ARTICLE VI

TERMINATION

SECTION 6.01. Termination . This Agreement may be terminated and the other transactions contemplated by this Agreement may be abandoned at any time, notwithstanding any requisite approval and adoption of this Agreement and the Transactions, as follows:

(a)

by mutual written consent of each of the Purchasers and the Company;

(b)

by each of the Purchasers, with respect to the obligations of such Purchaser pursuant to this Agreement, or by the Company if a Material Adverse Effect shall have occurred prior to the Closing;

(c)

by each of the Purchasers, with respect to the obligations of such Purchaser pursuant to this Agreement, or by the Company if Closing shall not have occurred on or prior to August 31, 2006;

(d)

by each of the Purchasers, with respect to the obligations of such Purchaser pursuant to this Agreement, or by the Company in the event that any Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the consummation of the Transactions and such order, decree, ruling or other action shall have become final and nonappealable.

SECTION 6.02. Effect of Termination

(a)

In the event of termination of this Agreement pursuant to Section 6.01, this Agreement shall forthwith become void, there shall be no liability under this Agreement on the part of the Purchasers or the Company or any of their respective officers or directors, and all rights and obligations of each party hereto shall cease; provided, however, that nothing herein shall relieve any party from liability for the breach of any of its representations, warranties, covenants or agreements set forth in this Agreement; provided, further, that this Section 6.02 and Sections 7.02, 7.09 and 7.10 shall survive the termination of this Agreement.

ARTICLE VII

GENERAL PROVISIONS

SECTION 7.01. Amendment and Waiver . No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the parties. Either party to this Agreement may (i) extend the time for the performance of any of the obligations or other acts of the other party, (ii) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered by the other party pursuant hereto or (iii) waive compliance with any of the agreements or conditions of the other party contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition, of this Agreement. The failure of any party to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

SECTION 7.02. Expenses . (a) Except as otherwise specified in subsection (b) of this Section 7.02, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred; provided, however, that the Company shall reimburse the Significant Purchasers for their reasonable costs and expenses incurred in connection with this Agreement and the Transactions, in an aggregate amount not to exceed $100,000.

(b) The Company covenants and agrees with the Purchaser that the Company will pay or cause to be paid the following: (i) the cost of producing and filing with the SEC of this Agreement, the form of the Warrant Agreement, the Registration Rights Agreement, the closing documents (including any compilations thereof) and any other documents in connection with the purchase, sale and delivery of the New Securities; (ii) the cost of preparing the stock certificates for the New Securities and the Warrant Certificate for the Warrants, and (iii) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section 7.02.

SECTION 7.03. Notices . All notices and other communications hereunder shall be in writing and shall be deemed duly given (i) on the date of delivery if delivered personally, (ii) on the date of confirmation of receipt (or, the first business day following such receipt if the date is not a business day or the receipt is after 5 p.m.) of transmission by facsimile, or (iii) on the date of confirmation of receipt (or, the first business day following such receipt if the date is not a business day or the receipt is after 5 p.m.) if delivered by courier. Subject to the foregoing, notices hereunder to the Company shall be delivered as set forth below and notices to the Purchasers shall be delivered as set forth on

Exhibit E to this Agreement, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

Moscow CableCom Corp.

5 Waterside Crossing, 3^rd Floor

Windsor, CT 06095

Attention: Chief Financial Officer

Facsimile: 860-298-0685

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

Christopher F. Schultz, Esq.

Porzio, Bromberg & Newman, P.C.

156 West 56^th Street

New York, NY 10019

Facsimile: +1-212-957-3983

SECTION 7.04. Headings The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 7.05. Severability . If any provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other provisions of this Agreement shall nevertheless remain in full force and effect and the application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any party. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the Transactions are consummated as originally contemplat ed to the greatest extent possible.

SECTION 7.06. Entire Agreement . This Agreement, the Warrant Agreements and the Registration Rights Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the Company and the Purchasers with respect to the subject matter hereof and thereof.

SECTION 7.07. Assignment . This Agreement may not be assigned by any Purchaser without the express written consent of the Company. This Agreement may not be assigned by the Company.

SECTION 7.08. No Third Party Beneficiaries . This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. No purchaser of any of the New Securities from the Purchaser shall be deemed a successor or assign with respect to this Agreement by reason merely of such purchase.

SECTION 7.09. Governing Law; Jurisdiction; Venue.

THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES OR THOSE OF ANY OTHER JURISDICTION.

ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION THEN IN EFFECT. THERE SHALL BE ONE ARBITRATOR MUTUALLY AGREED TO BY THE PARTIES (TO THE EXTENT THE PARTIES ARE UNABLE TO SELECT ONE MUTUALLY AGREEABLE ARBITRATOR, EACH PARTY SHALL SELECT ONE “SELECTION” ARBITRATOR AND THE TWO “SELECTION” ARBITRATORS SHALL THEN SELECT THE ARBITRATOR; IN THE EVENT THAT ANY PARTY FAILS TO SELECT A “SELECTION” ARBITRATOR WITHIN 20 CALENDAR DAYS FOLLOWING RECEIPT OF NOTICE BY SUCH PARTY OF THE OTHER PARTY’S SELECTION OF A “SELECTION” ARBITRATOR, THE PARTY WHICH HAS SELECTED A “SELECTION” ARBITRATOR SHALL SELECT THE ADDITIONAL “SELECTION” ARBITRATOR ON BEHALF OF THE PARTY THAT HAS FAILED TO DO SO); THE ARBITRATOR SHALL HAVE EXPERIENCE IN AND UNDERSTANDING OF THE SUBJECT MATTER OF THE CONTROVERSY. THE HEARING SHALL BE HELD IN THE CI TY OF NEW YORK, STATE OF NEW YORK AND SHALL BE NO MORE THAN FIVE (5) DAYS IN DURATION. AFTER THE HEARING, THE PANEL SHALL DECIDE THE CONTROVERSY AND RENDER A WRITTEN DECISION SETTING FORTH THE ISSUES ADJUDICATED, THE RESOLUTION THEREOF AND THE REASONS FOR THE AWARD. SUCH DECISION SHALL BE BINDING ON ALL PARTIES AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. PAYMENT OF ARBITRATION, INCLUDING THE FEE OF THE ARBITRATOR, SHALL BE BORNE BY THE PARTY THAT DOES NOT PREVAIL IN THE ARBITRATION.

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, BOTH THE COMPANY AND EACH OF THE PURCHASERS IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (“SDNY”) FOR ALL DISPUTES INVOLVING EQUITABLE RELIEF. EITHER THE COMPANY OR ANY PURCHASER MAY PROCEED TO THE SDNY TO OBTAIN EQUITABLE RELIEF AT ANY TIME. EACH OF THE PURCHASERS FURTHER WAIVES ANY OBJECTION TO VENUE IN SDNY AND ANY OBJECTION TO AN ACTION OR PROCEEDING IN SDNY ON THE BASIS OF A NON-CONVENIENT FORUM. EACH OF THE PURCHASERS AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED THEREBY.

THIS CLAUSE WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT AND IF ANY TERM, COVENANT, CONDITION OR PROVISION OF THIS CLAUSE IS FOUND TO BE UNLAWFUL, INVALID OR UNENFORCEABLE, THE REMAINING PARTS OF THE CLAUSE WILL NOT BE AFFECTED THEREBY AND WILL REMAIN FULLY ENFORCEABLE.

SECTION 7.10. Counterparts . This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

SECTION 7.11. Specific Performance . The parties agree that irreparable harm would occur in the event that any of the agreements and provisions of this Agreement were not performed fully by the parties in accordance with their specific terms or conditions or were otherwise breached, and that money damages are an inadequate remedy for breach of this Agreement because of the difficulty of ascertaining and quantifying the amount of damage that would be suffered by the parties in the event that this Agreement were not performed in accordance with its terms or conditions or were otherwise breached. It is accordingly hereby agreed that the parties shall be entitled to an injunction or injunctions to restrain, enjoin and prevent breaches of this Agreement by the other party and to enforce specifically such terms and condition s of this Agreement, such remedy being in addition to and not in lieu of any other rights and remedies to which the other party is entitled to at law or in equity.

SECTION 7.12. Interpretation . References in this Agreement to articles, sections, paragraphs, clauses, schedules, annexes and exhibits are to articles, sections, paragraphs, clauses, schedules, annexes and exhibits in or to this Agreement unless otherwise indicated. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms. Any term defined by reference to any agreement, instrument or document has the meaning assigned to it whether or not such agreement, instrument or document is in effect. Any reference to any federal, state, local or foreign statute or Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include”, “includes” and “including” are deemed to be followed by the phrase “without limitation”. Unless the context otherwise requires, any agreement, instrument or other document defined or referred to herein refers to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified from time to time. Unless the context otherwise requires, references herein to any Person include its successors and assigns.

SECTION 7.13. Construction . The parties have participated jointly in the negotiation and drafting of this Agreement. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

IN WITNESS WHEREOF, the Company and the Purchasers have caused this Agreement to be executed as of the date first written above and each of the Purchasers has executed the Investor Questionnaire.

MOSCOW CABLECOM CORP.

By: /s/ Vitaly V. Spaasky

Name: Vitaly V. Spaasky

Title: Senior Vice President

MOSCOW CABLECOM CORP.

INVESTOR QUESTIONNAIRE

The following information is requested from the undersigned prospective investor (the “Investor”) in connection with the private offer and sale by Moscow CableCom Corp. (the “Company”) of certain securities (the “Units”) pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D thereunder, as well as similar exemptions from registration provided by state securities laws.

The Investor understands the requested information is required in order to satisfy certain suitability standards as provided in the Private Placement Memorandum and Subscription Agreement provided herewith and that the Investor and/or his or her financial or other advisors (“Purchaser Representatives”) has knowledge and experience in financial and business affairs such that the Investor is capable of evaluating the merits and risks of the proposed investment. The Investor understands: (a) the Company will rely on the information contained herein to determined your suitability; (b) the Units will not be registered under the Securities Act in reliance upon the exemption from registration afforded by Section 4(2) of the Securities Act and Regulation D promulgated thereunder; (c) the Units will not be registered under the securities laws of any state in reliance on similar exemptions; and (d) this Investor Question naire does not constitute an offer to purchase the Units or any other securities of the Company.

In addition, certain legal consequences arise from investing in the Units. Since the Company is a publicly-traded company, it must comply with certain rules and regulations under the federal securities laws, including, but not limited to, the filing of Annual and Quarterly Reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, the Investor is advised to consult their own securities law counsel regarding possible consequences of investing in the Units. The Investor understands that, although this questionnaire and the responses provided herein will be kept confidential, the Company may present this questionnaire to such parties as it deems appropriate to establish the availability of exemptions from registration under state and federal securities laws.

In order to assist you in completing this questionnaire we have provided definitions to certain terms appearing in this Questionnaire, immediately following the signature page below. Each of such defined terms has been bolded and italicized for identification. The term “person,” as used in this questionnaire, means any natural person, company, government or political subdivision, agency or instrumentality of a government.

General Information

Please provide your full name, address, telephone and facsimile numbers, or the full name, address, telephone and facsimile numbers of the entity on whose behalf you are completing this questionnaire. The address may be a business, mailing or residence address.

Full Name_______________________________________	Home Phone________________
Home Address___________________________________ _______________________________________________	Home Fax__________________
Name of Business_________________________________	Business Phone______________
Business Address_________________________________ _______________________________________________	Business Fax________________
Occupation or Title_______________________________	AGE______

Suitability of Investment for natural person

This section of the Questionnaire should be completed if the purchase is proposed to be undertaken by a natural person. Purchasers other than natural persons should complete the section titled Suitability of Investment for Non-Natural Person.

1.	(a)	My individual net income (not including my spouse) was in excess of $200,000 in 2004 and 2005. YES_____ NO_____
	(b)	I anticipate that my individual net income will exceed $200,000 in 2006. YES_____ NO_____
	(c)	Our joint income (income of myself and my spouse together) was in excess of $300,000 in 2004 and 2005. YES_____ NO_____
	(d)	I anticipate that our joint income will exceed $300,000 in 2006. YES_____ NO_____
	(e)	My current total net worth (individual or joint, if married) including real estate, investments, savings, stocks, bonds, pension and profit sharing (including the total current value of home, autos, furnishing and personal belongings) is more than $1,000,000. YES_____ NO_____
2.		Do you have any pre-existing personal or business relationship with the Company or any of its officers, directors or controlling persons? If so, please describe the nature and duration of such relationship.

(a)

If you answered no to question 1 above, please describe in reasonable detail the nature and extent of your business, financial and investment experience which you believe gives you the capacity to evaluate the merits and risks of the proposed investment and the capacity to protect your interests.

(b)

Are you purchasing the Units offered for your own account and for investment purposes only?

YES_____ NO_____

If no, please state for whom you are investing and/or the reason for investing.

In evaluating this investment, will you use the services of any of the following advisors? If so, please identify, providing address and telephone number.)

Accountant:

Attorney:

Other:

suitability of investment for non-natural person

Please answer this section of the Questionnaire if the purchase is proposed to be undertaken by a corporation, partnership or other entity. If the investment will be made by more than one affiliated entity, please complete a copy of the Questionnaire for each entity.

1. PROPOSED INVESTMENT

Please indicate the amount of your proposed investment: $______________________

Please state the investing entity’s net worth at the time the securities will be purchased: $________________

2. BUSINESS

Please check the appropriate area to indicate which of the following accurately describes the nature of the business conducted by the investing entity.

____	A bank as defined in Section 3(a)(2) or a savings and loan association or other institution defined in Section 3(a)(5) of the Securities Act acting in either an individual or fiduciary capacity;
____	A broker or dealer registered pursuant to section 15 of the Exchange Act of 1934;
____	An insurance company as defined in Section 2(13) of the Securities Act;
____	An investment company registered under the Investment Company Act of 1940, as amended or a business development company as defined in section 2(a)(48) of that Act;
____	A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

____	A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000;
____	An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 whose investment decision is made by a fiduciary which is either a bank savings and loan association, insurance company or registered investment advisor, or whose total assets exceed $5,000,000, or, if a self-directed plan, a plan whose investment decisions are made solely by persons who are accredited investors;
____	A private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940, as amended;
____	An organization described in section 501(c)(3) of the Internal Revenue Code, a Massachusetts or similar business trust or a partnership, in each case, not formed for the purpose of investment, with total assets in excess of $5,000,000;
____	A trust with total assets in excess of $5,000,000 whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Securities Act;
____	An entity in which all of the equity owners are accredited investors.

Securities Holdings

Please fill in all blanks in the following questions related to your beneficial ownership of the Company’s common shares. Generally, the term “beneficial ownership” refers to any direct or indirect interest in the securities which entitles you to any of the rights or benefits of ownership, even though you may not be the holder of record of the securities. For example, securities held in “street name” over which you exercise voting or investment power would be considered beneficially owned by you. Other examples of indirect ownership include ownership by a partnership in which you are a partner or by an estate or trust of which you or any member of your immediate family is a beneficiary. Ownership of securities held in the names of your spouse, minor children or other relatives who live in the same household may be attribute d to you.

If you have any reason to believe that any interest in securities of the Company which you may have, or the entity for which you are responding may have, however remote, is a beneficial interest, please describe such interest. For purposes of responding to this questionnaire, it is preferable to err on the side of inclusion rather than exclusion. Where the SEC’s interpretation of beneficial ownership would require disclosure of your interest (or the interest of the entity for which you are responding) or possible interest in certain securities of the Company, and you believe that you (or the entity for which you are responding) do not actually possess the attributes of beneficial ownership, an appropriate response is to disclose the interest and, at the same time, disclaim beneficial ownership of the securities.

Please indicate the amount of common shares of the Company or any of its subsidiaries which you (or the entity for which you are responding) beneficially owned as of the date you are signing this questionnaire.

For each holding:

State the nature of the holding (i.e., held in your own name or in the name of the entity, or any subsidiary or affiliate thereof, for which you are responding, jointly, as a trustee or beneficiary of a trust, as a custodian, as an executor, in discretionary accounts, by your spouse or minor children, by a partnership of which you are a partner and, if by a partnership, state the names of the partners of the partnership, etc.), and

State whether you are, or the entity for which you are responding is, the beneficial owner by reason of (i) sole voting power, (ii) shared voting power, (iii) sole investment power, (iv) shared investment power, (v) the right to acquire stock within 60 days of the end of the calendar year, and/or (vi) the right to acquire stock with the purpose of changing or influencing control.

Indicate in the Remarks column whether you, or the entity (or any subsidiary or affiliate thereof) for which you are responding, have sole or shared voting or investment power with respect to any such securities, and in what capacity (i.e., individual, general partner, trustee) you or such entity or entities have such power or powers.

If you wish, or the entity for which you are responding wishes, to disclaim beneficial ownership of any shares listed, so indicate by writing the word “Disclaim” in the Remarks column below; and you understand that such shares will be shown separately from your beneficial holdings, or the beneficial holdings of the entity for which you are responding, and an appropriate disclaimer set forth.

If any of the shares listed are subject to any claim, encumbrance, pledge or lien, so indicate in the Remarks column.

Number of Shares	Registered in the Name of	Beneficially Owned by
________	_______________	_______________
________	_______________	_______________
________	_______________	_______________
________	_______________	_______________
________	_______________	_______________
________	_______________	_______________
________	_______________	_______________

Did you, or the entity for which you are responding, acquire the securities listed above in the ordinary course of business?

Yes No

If not, explain:__________________________________________________________________

_____________________________________________________________________________

At the time of your purchase, or the purchase by the entity for which you are responding, of the securities listed above, did you have any arrangements or understandings, directly or indirectly, with any person to distribute the securities?

Yes No

If yes, please describe such arrangements or understandings: _______________________________

______________________________________________________________________________

5% Equity Security holders

To the best of my knowledge, all persons (including myself, or the entity for which I am responding, and my associates and including corporations, partnerships, trusts, associations and other such groups) who beneficially own more than 5% of any class of the Company’s equity securities are described below:

Name of
Beneficial
Owner

Class of Equity Securities
Beneficially
Owned

Holder of
Voting or
Investment Power

Voting Arrangement

All voting trusts or similar agreements or arrangements of which I have knowledge under which more than 5% of the Company’s outstanding common shares, on an as converted basis, is held or to be held are described below:

Names and Addresses of Voting Trustees	Voting Rights and Other Powers Under Trust, Agreement or Arrangement

Change in Control

All arrangements of which I have knowledge, including any pledge by any person of securities of the Company, the operations of which may at a subsequent date result in a change in control of the Company, are described below:

Transactions with the Company

Information regarding all material interests of yours, the entity for which you are responding, or your associates in any actual or proposed transaction or loan during the last three fiscal years to which the Company was or is to be a party is provided below. Further, no such transaction need be described if:

(a)

the amount involved (including all periodic installments in the case of any lease or other agreement providing for periodic payments or installments and including the value of all transactions in a series of similar transactions) does not exceed US$60,000;

(b)

the rates or charges involved in the transaction are fixed by law or governmental authority or determined by competitive bids;

(c)

the services involved are as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture or other similar service;

(d)

my interest arises solely from my ownership of securities of the Company and I received no extra or special benefit not shared on a pro rata basis by all other holders of securities in the same class;

(e)

my interest in the corporation that is a party to the transaction is solely as a director; or

(f)

my interest arose solely as an officer and/or director of the Company (e.g., my compensation arrangement with the Company).

Description:

Affiliation with Accountants or attorneys

Described below is any interest, affiliation or connection you, or the entity for which you are responding, have with the firm of Porzio, Bromberg & Newman, P.C., PricewaterhouseCoopers LLP, or any other law firm or accounting firm that has been retained by the Company during the last three fiscal years or is proposed to be retained by the Company:

Contracts with the Company

Described below are all contracts with the Company, or in which the Company has a beneficial interest, or to which the Company has succeeded by assumption or assignment, to which you, the entity for which you are responding, or any of your associates is a party, which are to be performed in whole or in part at or after the date of your proposed investment, or which were made not more than three years prior thereto:

NASD-RELATED QUESTIONS

(1)

Are you (i) a “member” of the National Association of Securities Dealers, Inc. (“NASD”), (ii) an “affiliate” of a member of the NASD, (iii) a “person associated with a member” or “associated person of a member” of the NASD or (iv) associated with an “underwriter or related person” with respect to the proposed initial public offering for the Company?

Yes No

For the sole purpose of this Question: (i) the NASD defines a “member” as being either any broker or dealer admitted to membership in the NASD or any officer or partner of such a member or the executive representative of such member or the substitute for such representative; (ii) the term “affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is in common control with the person specified. Persons who have acted or are acting on behalf or for the benefit of a person include, but are not necessarily limited to, directors, officers, employees, agents, consultants and sales representatives; (iii) the NASD defines a “person associated with a member” or “associated person of a member” as being every sole proprietor, partner, officer, director or branch manager of any member, or any natural person occupying a similar status or performing similar functions, or any natural person engaged in the investment banking or securities business who is directly or indirectly controlling or controlled by such member (for example, any employee), whether or not any such person is registered or exempt from registration with the NASD; and (iv) the term “underwriter or related person” includes, with respect to a proposed offering, underwriters, underwriters’ counsel, financial consultants and advisers, finders, members of the selling or distribution group, and any and all other persons associated with or related to any such persons.

If yes, kindly describe such relationship (whether direct or indirect) and please respond to Questions (2) and (3) below; if no, please proceed to Question (4).

(2)

Please set forth information as to all purchases and acquisitions (including contracts for purchase or acquisition) of securities of the Company by you, regardless of the time acquired or the source from which derived:

Seller or

Amount and

Price or Other

Prospective Seller

Nature of Securities

Consideration

Date

(3)

In connection with your direct or indirect affiliation or association with a “member” of the NASD as set forth above in Question (1), please furnish the identity of such NASD member and any information, if known, as to whether such NASD member intends to participate in any capacity in this proposed initial public offering, including the details of such participation:

(4)

Please describe any underwriting compensation and arrangement or any dealings known to you between any “underwriter or related person”, “member” of the NASD, “affiliate” of a member of the NASD, “person associated with a member”, or “associated person of a member” of the NASD on the one hand and the Company or controlling shareholder thereof on the other hand, other than information relating to the proposed initial public offering of the Company:

(5)

Please set out below any information, if known, as to whether any “member” of the NASD,

any “underwriter or related person”, “affiliate” or a member of the NASD, “person associated with a member” or “associated person of a member” of the NASD may receive any portion of the net offering:

The undersigned understands that material misstatements or the omission of material facts in the Company’s pubic filings under the deferral and state securities laws may give rise to civil and criminal liabilities to the Company, to each officer and director of the Company signing such filings and other persons signing such filings. The undersigned will notify you and the Company of any misstatement of a material fact in such filings, and of the omission of any material fact necessary to make the statements contained therein not misleading, as soon as practicable.

By signing below, the undersigned represents that the information provided herein is accurate, consents to the disclosure, if required, of the information contained in this Investor Questionnaire and the inclusion of such information in the Company’s filings under the federal or state securities laws. The undersigned understands that such information will be relied upon by the Company in connection with the preparation of such filings and determining whether the Investor satisfies minimum suitability standards necessary to comply with exemptions from registration under the Securities Act pursuant to Section 4(2) and Regulation D promulgated thereunder.

Once the Investor Questionnaire is executed by the undersigned and received by the Company, the terms of this Investor Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the undersigned beneficial owner. This agreement shall be governed in all respects by the laws of the State of New York.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Subscription Agreement and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

I confirm that the foregoing statements are correct, to the best of my knowledge and belief.

Dated: May 5, 2006.

Very truly yours,

HARBOR ADVISORS, LLC

FBO A/C BUTTERFIELD BERMUDA GENERAL ACCOUNT

By:	/s/ Diana Light-Rhodes
Name:	Diana Light-Rhodes
Title	Vice President

Definitions

The term “arrangement” means any plan, contract, authorization or understanding whether or not set forth in a formal document.

The term “associate” as used throughout this questionnaire, means (a) any corporation or organization (other than the Company) of which I am an officer, director or partner or of which I am, directly or indirectly, the beneficial owner of 5% or more of any class of equity securities, (b) any trust or other estate in which I have a substantial beneficial interest or as to which I serve as trustee or in a similar capacity, (c) my spouse, (d) any relative of my spouse or any relative of mine who has the same home as me or who is a director or officer or key executive of the Company, (e) any partner, syndicate member or person with whom I have agreed to act in concert with respect to the acquisition, holding, voting or disposition of shares of the Company’s securities.

The term “beneficially owned” when used in connection with the ownership of securities, means (a) any interest in a security which entitles me to any of the rights or benefits of ownership even though I may not be the owner of record or (b) securities owned by me directly or indirectly, including those held by me for my own benefit (regardless of how registered) and securities held by others for my benefit (regardless of how registered), such as by custodians, brokers, nominees, pledgees, etc., and including securities held by an estate or trust in which I have an interest as legatee or beneficiary, securities owned by a partnership of which I am a partner, securities held by a personal holding company of which I am a stockholder, etc., and securities held in the name of my spouse, minor children and any relative (sharing the same home). A “beneficial owner” of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares:

(a)

voting power which includes the power to vote, or to direct the voting of, such security; and/or

(b)

investment power which includes the power to dispose, or to direct the disposition, of such security.

The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

The term “immediate family” means any relationship by blood, marriage or adoption, not more remote than first cousin.

The term “material”, when used in this questionnaire to qualify a requirement for the furnishing of information as to any subject, limits the information required to those matters as to which an average prudent investor ought reasonably to be informed before purchasing the securities of the Company.

EX-99 3 ex2amend1seriesbstock.htm EX 2 AMENDMENT 1 SERIES B CONVERTIBLE STOCK AMENDMENT NO

Exhibit 2

AMENDMENT NO. 1 TO

SERIES B CONVERTIBLE PREFERRED STOCK

SUBSCRIPTION AGREEMENT

This AMENDMENT NO. 1 (this “Amendment”) with respect to the Series B Convertible Preferred Stock Subscription Agreement (the “Agreement”) dated August 26, 2004, between Moscow CableCom Corp. (formerly known as Andersen Group, Inc.), a Delaware corporation (the “Company”), and Columbus Nova Investments VIII Ltd., a Bahamas company (“CN” and together with the Company, the “Parties” and each individually a “Party”), is made and entered into by the Parties as of December 2, 2004. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

WHEREAS, as a result of the application of the National Association of Securities Dealers, Inc. Rule 4351, the voting rights of the Series B Preferred Stock may be less than one (1) vote per share, and

WHEREAS, the Parties would like to amend the Agreement to reflect this change in the voting rights of the Series B Preferred Stock, in accordance with the terms and conditions of this Amendment;

NOW, THEREFORE, in consideration of the mutual agreements herein contained and intending to be legally bound hereby, the Parties agree as follows:

Amendment to the Certificate of Amendment

The Parties hereby agree to amend the Agreement to provide that each share of Series B Stock shall have such number of votes equal to the quotient (rounded to the nearest five decimal places) of $5.00 divided by the closing bid price of one share of Common Stock reported in The Nasdaq Stock Market for the last complete trading session prior to the Closing Date; provided, however, that a share of Series B Stock shall not be entitled to a greater number of votes to which a share of Common Stock shall be entitled, and, provided further, that, if the holders of shares of Series B Stock are entitled to vote as a separate class with respect to any matter, each share of Series B Stock shall, for purpose of such vote, be entitled to one vote on such matter. The form of the Certificate of Amendment is hereby amended and restated in its entirety to reflect the foregoing and is attached hereto as Attachment I.< /P>

Amendment to the Purchaser’s Conditions to Closing

Section 6.03 of the Agreement shall be amended by adding condition 6.03(h), which shall state as follows:

“(h) The Purchaser shall have received irrevocable proxies, substantially in the form of Attachment III to this Agreement, from stockholders of the Company with respect to 800,000 shares of Common Stock (or such lesser number of shares that, together with (i) the 200,000 shares of Common Stock that are subject to the Irrevocable Proxy and Power of Attorney dated December 2, 2004, among the Purchaser, Oliver Grace, Jr., Francis E. Baker and The Anglo American Security Fund, L.P., and (ii) the votes to which the New Securities are entitled when voting as one class with the Common Stock, shall have such number of votes equal to the number of votes to which 4,500,000 shares of Common Stock are entitled as of the Closing Date).” Attachment III to the Agreement shall be in the form of Attachment II to this Amendment.

Release

Subject to satisfaction or waiver of conditions 6.03(h) of the Subscription Agreement (or the deemed satisfaction or waiver of such condition in the event of the Closing of the Transactions), each of the Parties confirms that it shall have no claim outstanding against the other party or any of its Affiliates for breach of the provisions of the Agreement that are amended pursuant to this Amendment and each Party waives all and any rights it has to bring a claim for breach by the other Party of the provisions of the Agreement that are amended pursuant to this Amendment.

Governing Law

This Amendment shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York and any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

Counterparts

This Amendment 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.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

COLUMBUS NOVA INVESTMENTS VIII LTD.

By /s/Andrew Intrater

Name: Andrew Intrater

Title: Attorney-in-Fact

MOSCOW CABLECOM CORP.

By /s/ Oliver R. Grace, Jr.

Name: Oliver R. Grace, Jr.

Title:

Chief Executive Officer

EX-99 4 ex3irrevocableproxyandpowero.htm EX 3 IRREVOCABLE PROXY AND POWER OF ATTORNEY IRREVOCABLE PROXY AND POWER OF ATTORNEY

Exhibit 3

IRREVOCABLE PROXY AND POWER OF ATTORNEY

IRREVOCABLE PROXY AND POWER OF ATTORNEY (the "Proxy and Power of Attorney"), dated as of December 1, 2004, among, Columbus Nova Investments VIII Ltd., a Bahamas company ("CNI"), and each of the persons whose names are set forth on the signature page hereof (each, a "Stockholder," and together with CNI, the "Parties"). Capitalized terms used herein shall have the meaning assigned to them in the Subscription Agreement (as defined below), save as otherwise provided herein or unless the context otherwise requires.

WHEREAS, each Stockholder is the owner beneficially and of record of such number of shares of Common Stock, par value $.01 (the "Common Stock") of Moscow CableCom Corp. (the "Company") as indicated in Schedule A hereto (the "Covered Shares");

WHEREAS, on August 26, 2004, CNI and the Company entered into a Series B Convertible Preferred Stock Subscription Agreement (the "Subscription Agreement"), providing, among other things, for the acquisition by CNI, upon the terms and subject to the conditions thereof, of 4,500,000 shares of Series B Convertible Preferred Stock of the Company, par value $.01 per share (the "Series B Preferred Stock"), having voting and other rights identical to those of the shares of Common Stock, with the exception of having a liquidation preference over the shares of Common Stock for a period of four years and being convertible into shares of Common Stock at the option of the holder thereof;

WHEREAS, in order to comply with the National Association of Securities Dealers, Inc. Marketplace Rule 4351, the Company and CNI intend to enter into an amendment to the Subscription Agreement (the "Amendment"), as a result of which the voting rights of the Series B Preferred Stock may be less than the voting rights of the shares of Common Stock; and

WHEREAS, as an inducement for CNI to enter into the Amendment, the Parties have agreed to enter into this Proxy and Power of Attorney;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the Parties agree as follows:

1. Each Stockholder hereby irrevocably constitutes, appoints, authorizes and empowers CNI, during the term of this Proxy and Power of Attorney, as its sole and exclusive true and lawful proxy and attorney-in-fact, with full power of substitution, to vote and exercise all voting and related rights with respect to all of the Covered Shares (and any and all securities issued or issuable in respect thereof), for and in the name, place and stead of such Stockholder, at CNI's sole discretion, at any annual, special or

other meeting of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, with respect to any matter that may be submitted for a vote of stockholders of the Company. All power and authority hereby conferred is coupled with an interest and is irrevocable. In the event that CNI is unable to exercise such power and authority for any reason, each Stockholder agrees that it will vote all the Covered Shares owned by it in accordance with CNI's written instructions, at any such meeting or adjournment thereof.

2. Restrictions on Transfer of Covered Shares.

(a) During the period beginning on the Closing Date under the Subscription Agreement and ending on the first anniversary of the Closing Date, each Stockholder hereby covenants and agrees that it will not, and will not agree to, directly or indirectly, sell, transfer, assign, pledge, hypothecate, cause to be redeemed or otherwise dispose of any of the Covered Shares or grant any proxy or interest in or with respect to the Covered Shares ("Transfer") or deposit any Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Covered Shares to any Person, unless (i) such Person agrees to assume the obligations hereunder of the transferring Stockholder with respect to such Covered Shares so Transferred, (ii) such Person executes a written instrument acknowledging that such Person agrees to be bound by the terms of this Proxy and Power of Attorney and (iii) the transferring Stockholder provides prompt notice to CNI of such Transfer.

(b) During the Period beginning on the first anniversary of the Closing Date under the Subscription Agreement and ending upon the termination of this Proxy and Power of Attorney pursuant to Section 10 hereof, each Stockholder hereby covenants and agrees that it will not, and will not agree to, directly or indirectly, Transfer or deposit any Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Covered Shares so Transferred, unless such Stockholder complies with the procedures set forth in clauses (i) through (iv) of this Subsection 2(b):

(i) If a Stockholder (the "Proposing Stockholder") proposes to Transfer (a "Proposed Transfer") any of its Covered Shares (the "Offered Shares"), the Proposing Stockholder shall submit a written notice (an "Offer Notice") to CNI describing the material terms and conditions of the Proposed Transfer in reasonable detail, including, without limitation, the proposed purchase price (the "Offer Price").

(ii) Upon receipt of an Offer Notice, CNI shall have the right, but not the obligation, for a period of three (3) Business Days following receipt of such Offer Notice (the "Option Period"), to elect to purchase the Offered Shares on the same terms and conditions as are set forth in the Offer Notice.

(iii) In the event that CNI exercises its right to purchase all but not less than all of the Offered Shares in accordance with clause (ii) above, then the Proposing Stockholder must sell the Offered Shares to CNI and CNI must purchase such Offered Securities from the Stockholder on the same terms and conditions as are set forth in the Offer Notice, but

not prior to three (3) Business Days after CNI gives the Proposing Stockholder notice of its election to purchase the Offered Shares.

(iv) Upon the earlier to occur of (i) rejection of the Offered Shares by CNI and (ii) the expiration of the Option Period without CNI electing to purchase all of the Offered Shares following the proper delivery of the Offer Notice, the Proposing Stockholder shall have a sixty (60) day period during which to effect a Transfer of any or all of the Offered Shares, on substantially the same or more favorable (as to the Proposing Stockholder) terms and conditions as were set forth in the Offer Notice at a price not less than ninety percent (90%) of the Offer Price. If the Proposing Stockholder does not consummate the Transfer of the Offered Shares in accordance with the foregoing time limitations, then the right of the Proposing Stockholder to effect such Transfer pursuant to this clause (iv) shall terminate and the Proposing Holder shall be required to comply with the procedures set forth in clauses (i) through (iv) of this Subsection 2(b) with respect to any proposed Transfer of Covered Shares.

3. Each Stockholder represents and warrants to CNI that, as of the date hereof such Stockholder (i) owns all of the Covered Shares beneficially and of record, (ii) owns all of the Covered Shares free and clear of all liens, charges, claims, encumbrances and security interests of any nature whatsoever; and except as provided herein, and (iii) has not granted any proxy to any Person (other than CNI) with respect to any Covered Shares or deposited such Covered Shares into a voting trust.

4. Any securities of the Company to be issued or issuable to the Stockholder in respect of Covered Shares during the term of this Proxy and Power of Attorney shall be deemed Covered Shares for purposes of this Proxy and Power of Attorney.

5. In the event that, as of the Closing Date, the aggregate number of votes to which: (i) the 4,500,000 shares of Series B Preferred Stock acquired by CNI pursuant to the Subscription Agreement are entitled, (ii) the total number of Covered Shares that are subject to this Proxy and Power of Attorney are entitled and (iii) the total number of shares of Common Stock covered by any proxies to be entered into in satisfaction of Section 6.03(h) of the Subscription Agreement (the "Additional Proxies") are entitled, shall exceed the number of votes to which 4,500,000 shares of Common Stock shall be entitled as of the Closing Date, the aggregate number of Covered Shares that are subject to this Proxy and Power of Attorney and the shares of Common Stock covered by any Additional Proxies shall be reduced by the number of shares of Common Stock equal to such exc ess number of votes, and such reduction in the number of Covered Shares (and such other shares of Common Stock subject to the Additional Proxies) shall be allocated pro rata among the Stockholders (and any stockholders that are parties to the Additional Proxies) on the basis of each such stockholder's number of shares of Common Stock that are subject to this Proxy and Power of Attorney or the Additional Proxies, as the case may be.

6. In the event that CNI converts any of its the shares of Series B Preferred Stock into shares of Common Stock, the aggregate number of Covered Shares that are subject to this

Proxy and Power of Attorney (and the shares of Common Stock covered by any Additional Proxies) shall be reduced by such number of shares of Common Stock having voting power equal to the additional voting

power acquired by CNI solely as a result of such conversion and such reduction in the number of Covered Shares (and such other shares of Common Stock subject to the Additional Proxies) shall be allocated pro rata among the Stockholders (and any stockholders that are parties to the Additional Proxies) on the basis of each such stockholder's number of shares of Common Stock that are subject to this Proxy and Power of Attorney or the Additional Proxies, as the case may be ("Total Covered Shares"); provided, however, that the number of Total Covered Shares shall be reduced pursuant to this Section 6 only if, and to the extent that, the total number of: (i) the votes to which the Total Covered Shares (without giving effect to such reduction pursuant to this Section 6) are entitled, (ii) the votes to which the 4,500,000 shares of Series B Preferred Stock acquired by CNI pursuant to the Subscription Agreement are entitled when voting as one class with the Common Stock and (iii) the additional votes acquired by CNI solely as a result of the conversion, shall exceed the number of votes to which 4,500,000 shares of Common Stock are entitled at the time of the conversion.

7. This Proxy and Power of Attorney shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

8. This Proxy and Power of Attorney shall be binding upon, inure to the benefit of, and be enforceable by the successors and permitted assigns of the Parties hereto.

9. This Proxy and Power of Attorney is subject to the following conditions precedent:

(i) the Closing under the Subscription Agreement having occurred on or prior to March 31, 2005, or such later date as the Company and CNI may determine; and

(ii) as of the Closing Date, the shares of Series B Preferred Stock having less than one (1) vote per share.

10. This Proxy and Power of Attorney shall terminate and have no further force or effect upon the earlier to occur of: (a) four years from the Closing Date, (b) CNI having converted all but not less than all of its shares of Series B Preferred Stock into shares of Common Stock, (c) such time as CNI's ownership of the issued and outstanding capital stock of the Company (calculated on an as converted basis) falls below ten percent (10%) and (d) in the event that the weighted average closing price for 20 consecutive trading days on the Nasdaq National Market Systems (or such other principal national securities exchange on which the shares of Common Stock are then listed or admitted to trading) of one share of Common Stock exceeds US$15.00.

11. Each Stockholder agrees and represents that this Proxy and Power of Attorney is coupled with an interest sufficient in law to support an irrevocable power and shall not be terminated by any act of such Stockholder, by lack of appropriate power or authority or by the occurrence of any other event or events.

12. The Parties acknowledge and agree that performance of their respective obligations hereunder will confer a unique benefit on the other and that a failure of performance will not be compensable by money damages. The Parties therefore agree that this Proxy and Power of Attorney shall be specifically enforceable and that specific enforcement and injunctive relief shall be available to CNI for any breach of any agreement, covenant or representation hereunder. This Proxy and Power of Attorney shall revoke all prior proxies given by the Stockholder at any time with respect to the Covered Shares.

13. Each Stockholder will, upon request, execute and deliver any additional documents and take such actions as may reasonably be deemed by CNI to be necessary or desirable to complete the Proxy and Power of Attorney granted herein or to carry out the provisions hereof.

14. If any term, provision, covenant, or restriction of this Proxy and Power of Attorney is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Proxy and Power of Attorney shall remain in full force and effect and shall not in any way be affected, impaired or invalidated.

15. All notices and other communications hereunder shall be in writing and shall be deemed duly given (i) on the date of delivery if delivered personally, (ii) on the date of confirmation of receipt (or, the first Business Day following such receipt if the date is not a Business Day or the receipt is after 5 p.m. New York time) of transmission by facsimile, or (iii) on the date of confirmation of receipt (or, the first Business Day following such receipt if the date is not a Business Day or the receipt is after 5 p.m. New York time) if delivered by courier. Subject to the foregoing, all notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the Party to receive such notice:

(a) if to CNI, to:

                   Columbus Nova Investments VIII Ltd.
                   590 Madison Avenue
                   38th Floor
                   New York, NY 10022
                   United States
                   Attention: Ivan Isakov
                   Facsimile: +1-212-308-6623

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

                   Skadden, Arps, Slate, Meagher & Flom LLP
                   An der Welle 5
                   60322 Frankfurt am Main
                   Germany
                   Attention: Hilary Foulkes
                   Facsimile: +49-69-74220300

(b) if to a Stockholder, to the address are set forth next to such Stockholder's name on the signature page hereof.

16. This Proxy and Power of Attorney may be executed in any number of counterparts, each of which shall be deemed to be an original but both of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have caused this Proxy and Power of Attorney to be duly executed on the date first above written.

COLUMBUS NOVA INVESTMENTS VIII LTD.

                                    By /s/ Andrew Intrater
                                    Name:   Andrew Intrater
                                    Title: Attorney-in-Fact

                                    OLIVER R. GRACE, JR.
                                  By: /s/ Oliver R. Grace, Jr.
                                    Name: Oliver R. Grace, Jr.
                                    Title: N/A
                                    Address: 55 Brookville Road
                                    Glen Head, NY 11545

THE ANGLO AMERICAN SECURITY FUND, L.P.

                                    By: /s/ Oliver R. Grace Jr.
                                    Name: Oliver R. Grace, Jr.
                                    Title: General Partner
                                    Address: 55 Brookville Road
                                    Glen Head, NY 11545

FRANCIS E. BAKER

                                    By: /s/ Francis E. Baker
                                    Name:
                                    Title:
                                    Address: 15 Northeast Rd.
                                    Farmington, CT 06032

Schedule A - Covered Shares

Name of Stockholder	Number of Covered Shares

Oliver R. Grace, Jr.	150,000

The Anglo American Security Fund, L.P.	25,000

Francis E. Baker	25,000

EX-99 5 ex4irrevocableproxyandpowero.htm EX 4 IRREVOCABLE PROXY AND POWER OF ATTORNEY IRREVOCABLE PROXY AND POWER OF ATTORNEY

Exhibit 4

IRREVOCABLE PROXY AND POWER OF ATTORNEY

IRREVOCABLE PROXY AND POWER OF ATTORNEY (the "Proxy and Power of

Attorney"), dated as of December 1, 2004, among, Columbus Nova Investments

VIII Ltd., a Bahamas company ("CNI"), and the person whose name is set forth

on the signature page hereof (the "Stockholder," and together with CNI, the

"Parties"). Capitalized terms used herein shall have the meaning assigned to

them in the Subscription Agreement (as defined below), save as otherwise

provided herein or unless the context otherwise requires.

WHEREAS, the Stockholder is the owner beneficially and of record of

such number of shares of Common Stock, par value $.01 (the "Common Stock") of

Moscow CableCom Corp. (the "Company") as indicated in Schedule A hereto (the

"Covered Shares");

WHEREAS, on August 26, 2004, CNI and the Company entered into a

Series B Convertible Preferred Stock Subscription Agreement (the "Subscription

Agreement"), providing, among other things, for the acquisition by CNI, upon

the terms and subject to the conditions thereof, of 4,500,000 shares of Series

B Convertible Preferred Stock of the Company, par value $.01 per share (the

"Series B Preferred Stock"), having voting and other rights identical to those

of the shares of Common Stock, with the exception of having a liquidation

preference over the shares of Common Stock for a period of four years and

being convertible into shares of Common Stock at the option of the holder

thereof;

WHEREAS, in order to comply with the National Association of

Securities Dealers, Inc. Marketplace Rule 4351, the Company and CNI intend to

enter into an amendment to the Subscription Agreement (the "Amendment"), as a

result of which the voting rights of the Series B Preferred Stock may be less

than the voting rights of the shares of Common Stock;

WHEREAS, in order to address the reduction in CNI's voting power

resulting from the application of Marketplace Rule 4351 and the Amendment, on

or about December 1, 2004, CNI entered into an Irrevocable Proxy and Power of

Attorney with Oliver Grace, Jr., The Anglo American Security Fund, L.P. and

Francis E. Baker, with respect to an aggregate of 200,000 shares of Common

Stock (the "Existing Proxies");

WHEREAS, pursuant to Section 6.03(h) of the Subscription Agreement,

as amended, the receipt by CNI of irrevocable proxies (in addition to the

Existing Proxies) is a condition precedent to CNI's obligations under the

Subscription Agreement; and

WHEREAS, in partial satisfaction of Section 6.03(h) of the

Subscription Agreement, the Parties have agreed to enter into this Proxy and

Power of Attorney;

NOW, THEREFORE, in consideration of the foregoing and the mutual

covenants and agreements contained herein, and intending to be legally bound

hereby, the Parties agree as follows:

1. The Stockholder hereby irrevocably constitutes, appoints, authorizes

and empowers CNI, during the term of this Proxy and Power of

Attorney, as its sole and exclusive true and lawful proxy and

attorney-in-fact, with full power of substitution, to vote and

exercise all voting and related rights with respect to all of the

Covered Shares (and any and all securities issued or issuable in

respect thereof), for and in the name, place and stead of the

Stockholder, at CNI's sole discretion, at any annual, special or

other meeting of the stockholders of the Company, and at any

adjournment or adjournments thereof, or pursuant to any consent in

lieu of a meeting or otherwise, with respect to any matter that may

be submitted for a vote of stockholders of the Company. All power and

authority hereby conferred is coupled with an interest and is

irrevocable. In the event that CNI is unable to exercise such power

and authority for any reason, the Stockholder agrees that it will

vote all the Covered Shares owned by it in accordance with CNI's

written instructions, at any such meeting or adjournment thereof.

2. During the term of this Proxy and Power of Attorney, the Stockholder

hereby covenants and agrees that, subject to the following proviso,

it will not, and will not agree to, directly or indirectly, sell,

transfer, assign, cause to be redeemed or otherwise dispose of any of

the Covered Shares or grant any proxy or interest in or with respect

to the Covered Shares ("Transfer") or deposit any Covered Shares into

a voting trust or enter into a voting agreement or arrangement with

respect to such Covered Shares so Transferred, unless the Stockholder

complies with the procedures set forth in Subsections (a) through (d)

of this Section 2 provided however, the Stockholder shall have the

right to pledge and/or hypothecate the Covered Shares while this

Proxy is in effect or to otherwise use the Covered Shares as

collateral to secure obligations and such pledge or hypothecation

shall not be considered to be a "Transfer," and in the event that

such shares are, in fact, pledged or hypothecated by the Stockholder,

then in that event, if the person to whom such shares are pledged or

hypothecated (the "Pledgee") is required, due to a default by the

Stockholder, to effectuate its rights pursuant tot such pledge or

such hypothecation, the Pledgee shall be able to sell or otherwise

dispose of the Covered Shares free and clear of the obligations of

this Proxy pursuant to the terms and subject to the conditions of the

pledge agreement or hypothecation agreement that was executed by the

Stockholder in favor of the Pledgee:

(a) If the Stockholder proposes to Transfer (a "Proposed

Transfer") any of its Covered Shares (the "Offered Shares"),

the Stockholder shall submit a written notice (an "Offer

Notice") to CNI describing the material terms and conditions

of the Proposed Transfer in reasonable detail, including,

without limitation, the proposed purchase price (the "Offer

Price").

(b) Upon receipt of an Offer Notice, CNI shall have the right,

but not the obligation, for a period of three (3) Business

Days following receipt of such Offer Notice (the "Option

Period"), to elect to purchase the Offered Shares on the

same terms and conditions as are set forth in the Offer

Notice.

but not less than all of the Offered Shares in accordance

with Subsection (b) above, then the Stockholder must sell

the Offered Shares to CNI and CNI must purchase such Offered

Securities from the Stockholder on the same terms and

conditions as are set forth in the Offer Notice, but not

prior to three (3) Business Days after CNI gives the

Stockholder notice of its election to purchase the Offered

Shares.

(d) Upon the earlier to occur of (i) rejection of the Offered

Shares by CNI and (ii) the expiration of the Option Period

without CNI electing to purchase all of the Offered Shares

following the proper delivery of the Offer Notice, the

Stockholder shall have a sixty (60) day period during which

to effect a Transfer of any or all of the Offered Shares, on

substantially the same or more favorable (as to the

Stockholder) terms and conditions as were set forth in the

Offer Notice at a price not less than ninety five percent

(95%) of the Offer Price. If the Stockholder does not

consummate the Transfer of the Offered Shares in accordance

with the foregoing time limitations, then the right of the

Stockholder to effect such Transfer pursuant to this

Subsection (d) shall terminate and the Stockholder shall be

required to comply with the procedures set forth in

Subsections (a) through (d) of this Section 2 with respect

to any proposed Transfer of Covered Shares.

3. The Stockholder represents and warrants to CNI that, as of the date

hereof, the Stockholder (i) owns all of the Covered Shares

beneficially and of record, (ii) owns all of the Covered Shares free

and clear of all liens, charges, claims, encumbrances and security

interests of any nature whatsoever; and except as provided herein,

and (iii) has not granted any proxy to any Person (other than CNI)

with respect to any Covered Shares or deposited such Covered Shares

into a voting trust.

4. Any securities of the Company to be issued or issuable to the

Stockholder in respect of Covered Shares during the term of this

Proxy and Power of Attorney shall be deemed Covered Shares for

purposes of this Proxy and Power of Attorney.

5. In the event that, as of the Closing Date, the aggregate number of

votes to which: (i) the 4,500,000 shares of Series B Preferred Stock

acquired by CNI pursuant to the Subscription Agreement are entitled,

(ii) the number of Covered Shares that are subject to this Proxy and

Power of Attorney are entitled, (iii) the total number of shares of

Common Stock subject to Existing Proxies are entitled and (iv) the

total number of shares of Common Stock subject to any proxies (other

than this Proxy and Power of Attorney) entered into in satisfaction

of Section 6.03(h) of the Subscription Agreement ("Additional

Proxies") are entitled, shall exceed the number of votes to which

4,500,000 shares of Common Stock shall be entitled as of the Closing

Date, the aggregate number of: (i) Covered Shares that are subject to

this Proxy and Power of Attorney, (ii) shares of Common Stock subject

to Existing Proxies, and (iii) shares of Common Stock subject to

Additional Proxies, shall be reduced by the number of shares of

Common Stock equal to such excess number of votes, and such reduction

in the number of Covered Shares (and such other shares of Common

Stock subject to Existing Proxies and Additional Proxies) shall be

allocated pro rata among the Stockholder, the stockholders that are

parties to Existing Proxies and the stockholders that are parties to

Additional Proxies on the basis of each such stockholder's number of

shares of Common Stock that are subject to this Proxy and Power of

Attorney, Existing Proxies or Additional Proxies, as the case may be.

6. In the event that CNI converts any of its the shares of Series B

Preferred Stock into shares of Common Stock, the aggregate number of:

(i) Covered Shares that are subject to this Proxy and Power of

Attorney, (ii) shares of Common Stock subject to Existing Proxies and

(iii) shares of Common Stock subject to Additional Proxies, shall be

reduced by such number of shares of Common Stock having voting power

equal to the additional voting power acquired by CNI solely as a

result of such conversion and such reduction in the number of Covered

Shares (and such other shares of Common Stock subject to Existing

Proxies and Additional Proxies) shall be allocated pro rata among the

Stockholder, the stockholders that are parties to Existing Proxies

and the stockholders that are parties to Additional Proxies on the

basis of each such stockholder's number of shares of Common Stock

that are subject to this Proxy and Power of Attorney, Existing

Proxies, or Additional Proxies, as the case may be ("Total Covered

Shares"); provided, however, that the number of Total Covered Shares

shall be reduced pursuant to this Section 6 only if, and to the

extent that, the total number of: (i) the votes to which the Total

Covered Shares (without giving effect to such reduction pursuant to

this Section 6) are entitled, (ii) the votes to which the 4,500,000

shares of Series B Preferred Stock acquired by CNI pursuant to the

Subscription Agreement are entitled when voting as one class with the

Common Stock and (iii) the additional votes acquired by CNI solely as

a result of the conversion, shall exceed the number of votes to which

4,500,000 shares of Common Stock are entitled at the time of the

conversion.

7. This Proxy and Power of Attorney shall be governed by and construed

in accordance with the laws of the State of Delaware, without giving

effect to any choice or conflict of law provision or rule (whether of

the State of Delaware or any other jurisdiction) that would cause the

application of the Laws of any jurisdiction other than the State of

Delaware.

8. This Proxy and Power of Attorney shall be binding upon, inure to the

benefit of, and be enforceable by the successors and permitted

assigns of the Parties hereto.

9. This Proxy and Power of Attorney is subject to the following

conditions precedent:

(i) the Closing under the Subscription Agreement having occurred

on or prior to March 31, 2005, or such later date as the

Company and CNI may determine; and

(ii) as of the Closing Date, the shares of Series B Preferred

Stock having less than one (1) vote per share.

10. This Proxy and Power of Attorney shall terminate and have no further

force or effect upon the earlier to occur of: (a) four years from the

Closing Date, (b) CNI having converted all but not less than all of

its shares of Series B Preferred Stock into shares of Common Stock,

capital stock of the Company (calculated on an as converted basis)

falls below ten percent (10%) and (d) in the event that the weighted

average closing price for 20 consecutive trading days on the Nasdaq

National Market Systems (or such other principal national securities

exchange on which the shares of Common Stock are then listed or

admitted to trading) of one share of Common Stock exceeds US$15.00.

11. The Stockholder agrees and represents that this Proxy and Power of

Attorney is coupled with an interest sufficient in law to support an

irrevocable power and shall not be terminated by any act of the

Stockholder, by lack of appropriate power or authority or by the

occurrence of any other event or events.

12. The Parties acknowledge and agree that performance of their

respective obligations hereunder will confer a unique benefit on the

other and that a failure of performance will not be compensable by

money damages. The Parties therefore agree that this Proxy and Power

of Attorney shall be specifically enforceable and that specific

enforcement and injunctive relief shall be available to CNI for any

breach of any agreement, covenant or representation hereunder. This

Proxy and Power of Attorney shall revoke all prior proxies given by

the Stockholder at any time with respect to the Covered Shares.

13. The Stockholder will, upon request, execute and deliver any

additional documents and take such actions as may reasonably be

deemed by CNI to be necessary or desirable to complete the Proxy and

Power of Attorney granted herein or to carry out the provisions hereof.

14. If any term, provision, covenant, or restriction of this Proxy and

Power of Attorney is held by a court of competent jurisdiction to be

invalid, void or unenforceable, the remainder of the terms,

provisions, covenants and restrictions of this Proxy and Power of

Attorney shall remain in full force and effect and shall not in any

way be affected, impaired or invalidated.

15. All notices and other communications hereunder shall be in writing

and shall be deemed duly given (i) on the date of delivery if

delivered personally, (ii) on the date of confirmation of receipt

(or, the first Business Day following such receipt if the date is not

a Business Day or the receipt is after 5 p.m. New York time) of

transmission by facsimile, or (iii) on the date of confirmation of

receipt (or, the first Business Day following such receipt if the

date is not a Business Day or the receipt is after 5 p.m. New York

time) if delivered by courier. Subject to the foregoing, all notices

hereunder shall be delivered as set forth below, or pursuant to such

other instructions as may be designated in writing by the Party to

receive such notice:

(a) if to CNI, to:

Columbus Nova Investments VIII Ltd.

590 Madison Avenue

38th Floor

New York, NY 10022

United States

Attention: Ivan Isakov

Facsimile: +1-212-308-6623

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

Skadden, Arps, Slate, Meagher & Flom LLP

An der Welle 5

60322 Frankfurt am Main

Germany

Attention: Hilary Foulkes

Facsimile: +49-69-74220300

(b) if to the Stockholder, to the address are set forth next to

the Stockholder's name on the signature page hereof.

16. This Proxy and Power of Attorney may be executed in any number of

counterparts, each of which shall be deemed to be an original but

both of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have caused this Proxy and Power of

Attorney to be duly executed on the date first above written.

COLUMBUS NOVA INVESTMENTS VIII LTD.

By:

----------------------------------

Name:

Title:

STOCKHOLDER

Field Nominees Limited

By:

-----------------------------------

Name: Graham M. Jack, CFA

Title: Vice President and Deputy Managing

Director, Butterfield Trust

(Bermuda) Limited

Address: 65 Front Street, Hamilton, Bermuda

Schedule A - Covered Shares

----------------------------------------------------------------------

Name of Stockholder Number of Covered Shares

----------------------------------------------------------------------

Field Nominees Limited 276,500

----------------------------------------------------------------------

EX-99 6 ex5formofirrevocableproxyand.htm EX 5 FORM OF IRREVOCABLE PROXY FORM OF IRREVOCABLE PROXY AND POWER OF ATTORNEY

Exhibit 5

FORM OF IRREVOCABLE PROXY AND POWER OF ATTORNEY

IRREVOCABLE PROXY AND POWER OF ATTORNEY (the "Proxy and Power of Attorney"), dated as of December 1, 2004, between, Columbus Nova Investments VIII Ltd., a Bahamas company ("CNI"), and the person whose name is set forth on the signature page hereof (the "Stockholder," and together with CNI, the "Parties"). Capitalized terms used herein shall have the meaning assigned to them in the Subscription Agreement (as defined below), save as otherwise provided herein or unless the context otherwise requires.

WHEREAS, the Stockholder is the owner beneficially and of record of such number of shares of Common Stock, par value $.01 (the "Common Stock") of Moscow CableCom Corp. (the "Company") as indicated in Schedule A hereto (the "Covered Shares");

WHEREAS, in order to address the reduction in CNI's voting power resulting from the application of Marketplace Rule 4351 and the Amendment, on or about December 1, 2004, CNI entered into an Irrevocable Proxy and Power of Attorney with Oliver Grace, Jr., The Anglo American Security Fund, L.P. and Francis E. Baker, with respect to an aggregate of 200,000 shares of Common Stock (the "Existing Proxies");

WHEREAS, pursuant to Section 6.03(h) of the Subscription Agreement, as amended, the receipt by CNI of irrevocable proxies (in addition to the Existing Proxies) is a condition precedent to CNI's obligations under the Subscription Agreement; and

WHEREAS, in partial satisfaction of Section 6.03(h) of the Subscription Agreement, the Parties have agreed to enter into this Proxy and Power of Attorney;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the Parties agree as follows:

1. The Stockholder hereby irrevocably constitutes, appoints, authorizes and empowers CNI, during the term of this Proxy and Power of Attorney, as its sole and exclusive true and lawful proxy and attorney-in-fact, with full power of substitution, to vote and exercise all voting and related rights with respect to all of the Covered Shares (and any and all securities issued or issuable in respect thereof), for and in the name, place and stead of the Stockholder, at CNI's sole discretion, at any annual, special or other meeting of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, with respect to any matter that may be submitted for a vote of stockholders of the Company. All power and authority hereby conferred is coupled with an interest and is irrevocable. In the event that CNI is unable to exercise such power and authority for any reason, the Stockholder agrees that it will vote all the Covered Shares owned by it in accordance with CNI's written instructions, at any such meeting or adjournment thereof.

2. During the term of this Proxy and Power of Attorney, the Stockholder hereby covenants and agrees that it will not, and will not agree to, directly or indirectly, sell, transfer, assign, pledge, hypothecate, cause to be redeemed or otherwise dispose of any of the Covered Shares or grant any proxy or interest in or with respect to the Covered Shares ("Transfer") or deposit any Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Covered Shares so Transferred, unless the Stockholder complies with the procedures set forth in Subsections (a) through (d) of this Section 2:

(a) If the Stockholder proposes to Transfer (a "Proposed Transfer") any of its Covered Shares (the "Offered Shares"), the Stockholder shall submit a written notice (an "Offer Notice") to CNI describing the material terms and conditions of the Proposed Transfer in reasonable detail, including, without limitation, the proposed purchase price (the "Offer Price").

(b) Upon receipt of an Offer Notice, CNI shall have the right, but not the obligation, for a period of three (3) Business Days following receipt of such Offer Notice (the "Option Period"), to elect to purchase the Offered Shares on the same terms and conditions as are set forth in the Offer Notice.

(c) In the event that CNI exercises its right to purchase all but not less than all of the Offered Shares in accordance with Subsection (b) above, then the Stockholder must sell the Offered Shares to CNI and CNI must purchase such Offered Securities from the Stockholder on the same terms and conditions as are set forth in the Offer Notice, but not prior to three (3) Business Days after CNI gives the Stockholder notice of its election to purchase the Offered Shares.

(d) Upon the earlier to occur of (i) rejection of the Offered Shares by CNI and (ii) the expiration of the Option Period without CNI electing to purchase all of the Offered Shares following the proper delivery of the Offer Notice, the Stockholder shall have a sixty (60) day period during which to effect a Transfer of any or all of the Offered Shares, on substantially the same or more favorable (as to the Stockholder) terms and conditions as were set forth in the Offer Notice at a price not less than ninety five percent (95%) of the Offer Price. If the Stockholder does not consummate the Transfer of the Offered Shares in accordance with the foregoing time limitations, then the right of the Stockholder to effect such Transfer pursuant to this Subsection (d) shall terminate and the Stockholder shall be required to comply with the procedures set forth in Subsections (a) through (d) of this Section 2 with respect to any proposed Transfer of Covered Shares.

3. The Stockholder represents and warrants to CNI that, as of the date hereof, the Stockholder (i) owns all of the Covered Shares beneficially and of record, (ii) owns all of the Covered Shares free and clear of all liens, charges, claims, encumbrances and security interests of any nature whatsoever; and except as provided herein, and (iii) has not granted any proxy to any Person (other than CNI) with respect to any Covered Shares or deposited such Covered Shares into a voting trust.

5. In the event that, as of the Closing Date, the aggregate number of votes to which: (i) the 4,500,000 shares of Series B Preferred Stock acquired by CNI pursuant to the Subscription Agreement are entitled, (ii) the number of Covered Shares that are subject to this Proxy and Power of Attorney are entitled, (iii) the total number of shares of Common Stock subject to Existing Proxies are entitled and (iv) the total number of shares of Common Stock subject to any proxies (other than this Proxy and Power of Attorney) entered into in satisfaction of Section 6.03(h) of the Subscription Agreement ("Additional Proxies") are entitled, shall exceed the number of votes to which 4,500,000 shares of Common Stock shall be entitled as of the Closing Date, the aggregate number of: (i) Covered Shares that are subject to this Proxy and Power of Attorney, (ii) shares of Comm on Stock subject to Existing Proxies, and (iii) shares of Common Stock subject to Additional Proxies, shall be reduced by the number of shares of Common Stock equal to such excess number of votes, and such reduction in the number of Covered Shares (and such other shares of Common Stock subject to Existing Proxies and Additional Proxies) shall be allocated pro rata among the Stockholder, the stockholders that are parties to Existing Proxies and the stockholders that are parties to Additional Proxies on the basis of each such stockholder's number of shares of Common Stock that are subject to this Proxy and Power of Attorney, Existing Proxies or Additional Proxies, as the case may be.

6. In the event that CNI converts any of its the shares of Series B Preferred Stock into shares of Common Stock, the aggregate number of: (i) Covered Shares that are subject to this Proxy and Power of Attorney, (ii) shares of Common Stock subject to Existing

Proxies and (iii) shares of Common Stock subject to Additional Proxies, shall be reduced by such number of shares of Common

Stock having voting power equal to the additional voting power acquired by CNI solely as a result of such conversion and such reduction in the number of Covered Shares (and such other shares of Common Stock subject to Existing Proxies and Additional Proxies) shall be allocated pro rata among the Stockholder, the stockholders that are parties to Existing Proxies and the stockholders that are parties to Additional Proxies on the basis of each such stockholder's number of shares of Common Stock that are subject to this Proxy and Power of Attorney, Existing Proxies, or Additional Proxies, as the case may be ("Total Covered Shares"); provided, however, that the number of Total Covered Shares shall be reduced pursuant to this Section 6 only if, and to the extent that, the total number of: (i) the votes to which the Total Covered Shares (without giving effect to such reduction pursuant to this Section 6) are entitled, (ii) the votes to which the 4,500,000 shares of Series B Preferred Stock acquired by CNI pursuant to the Subscription Agreement are entitled when voting as one class with the Common Stock and (iii) the additional votes acquired by CNI solely as a result of the conversion, shall exceed the number of votes to which 4,500,000 shares of Common Stock are entitled at the time of the conversion.

8. This Proxy and Power of Attorney shall be binding upon, inure to the benefit of, and be enforceable by the successors and permitted assigns of the Parties hereto.

9. This Proxy and Power of Attorney is subject to the following conditions precedent:

(i) the Closing under the Subscription Agreement having occurred on or prior to March 31, 2005, or such later date as the Company and CNI may determine; and

(ii) as of the Closing Date, the shares of Series B Preferred Stock having less than one (1) vote per share.

11. The Stockholder agrees and represents that this Proxy and Power of Attorney is coupled with an interest sufficient in law to support an irrevocable power and shall not be terminated by any act of the Stockholder, by lack of appropriate power or authority or by the occurrence of any other event or events.

13. The Stockholder will, upon request, execute and deliver any additional documents and take such actions as may reasonably be deemed by CNI to be necessary or desirable to complete the Proxy and Power of Attorney granted herein or to carry out the provisions hereof.

(a) if to CNI, to:

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

(b) if to the Stockholder, to the address are set forth next to the Stockholder's name on the signature page hereof.

IN WITNESS WHEREOF, the Parties have caused this Proxy and Power of Attorney to be duly executed on the date first above written.

COLUMBUS NOVA INVESTMENTS VIII LTD.

By:________________________

Name:
Title:

STOCKHOLDER

By:________________________

                                       Name:
                                       Title:
                                       Address:

Annex A

List of Stockholders Parties to Irrevocable Proxy Arrangements executed pursuant to this Form


Name of Stockholder	No. of Covered Shares

1. Lorraine QTIP Trust	101,596

2. Lorraine Appointed Trust	57,807

3. Andrew M. O'Shea	22,500

4. Francis E. Baker	25,000

5. Peter Ney Bennett	16,250

6. Tom McPartland	50,000

7. Arthur C. Merrill, Jr.	20,000

8. Hillside Capital Incorporated	75,000

9. Hildegarde E. Mahoney	15,000

10. Drake Associates, L.P.	89,250

11. Diversified Long Term Growth Fund, L.P.	31,500

12. The Anglo American Security Fund	20,000

EX-99 7 ex6warrantagreementgrace.htm EX 6 WARRANT AGREEMENT EXHIBIT 1

Exhibit 6

Moscow CableCom Corp.

WARRANT AGREEMENT

May 18, 2006

TABLE OF CONTENTS

Page

SECTION 1. Warrant Certificates.

SECTION 2. Execution of Warrant Certificates.

SECTION 3. Registration.

SECTION 4. Registration of Transfers and Exchanges.

SECTION 5. Exercisability and Cancellation of Warrants; Exercise of Warrants; HSR Compliance.

SECTION 6. Payment of Taxes.

SECTION 7. Delivery of Warrant Shares.

SECTION 8. Mutilated or Missing Warrant Certificates.

SECTION 9. Reservation of Warrant Shares.

SECTION 10. Adjustment of Exercise Price and Number of Warrant Shares Issuable.

(a)

Adjustment for Change in Capital Stock.

(b)

Adjustment for Other Distributions.

(c)

Market Price

(d)

When De Minimis Adjustment May Be Deferred

(e)

Notice of Adjustment.

(f)

Reorganization of Company

(g)

Adjustment in Number of Shares

(h)

Form of Warrants.

SECTION 11. No Dilution or Impairment.

SECTION 12. Fractional Interests.

SECTION 13. Notices to Warrantholder.

SECTION 14. Notices to Company and Warrantholder.

SECTION 15. Amendments and Waivers.

SECTION 16. Representations and Warranties of the Warrantholder.

SECTION 17. Successors.

SECTION 18. Termination.

SECTION 19. Governing Law; Jurisdiction; Venue.

SECTION 20. Benefits of this Warrant Agreement.

SECTION 21. Headings.

SECTION 22. Interpretation.

SECTION 23. Entire Agreement.

SECTION 24. Severability.

SECTION 25. Counterparts.

EXHIBIT A: FORM OF WARRANT CERTIFICATE

1013433

WARRANT AGREEMENT

This WARRANT AGREEMENT (this "Warrant Agreement") dated as of May 18, 2006, by and between Moscow CableCom Corp., a Delaware corporation (“MOCC” or the “Company”), and the undersigned (the "Warrantholder").

WHEREAS, the parties hereto have entered into a Subscription Agreement dated May 5, 2006 (the "Subscription Agreement"), pursuant to which the Warrantholder has acquired Units of the Company consisting of (i) one share of Common Stock, par value $.01 per share, ("Common Stock”), and (ii) one-half warrant to purchase a share of Common Stock (the “Warrants”), collectively (the “Units”), at a price of and in the total amount set forth in and on the terms and conditions described in the Subscription Agreement, which is incorporated by reference herein;

WHEREAS, the Company has authorized the Warrants, and approved the issuance and grant to the Warrantholder Warrants, with each whole Warrant entitling the Warrantholder to purchase one share of Common Stock (the “Warrant Shares”) at an Exercise Price (as defined herein);

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

SECTION 1. Warrant Certificates.

The Company shall promptly cause to be executed and delivered to the Warrantholder certificate(s) evidencing the Warrants ("Warrant Certificate(s)") to be issued to the Warrantholder. The Warrant Certificate(s) shall be issued in registered form only, shall be substantially in the form set forth in Exhibit A attached hereto, and may have such letters, numbers or other identification marks and legends, summaries or endorsements printed thereon as the Company may deem appropriate and that are not inconsistent with the terms of this Warrant Agreement or as may be required by applicable law, rule or regulation. The Warrant Certificate(s) shall be dated the date hereof.

SECTION 2. Execution of Warrant Certificates.

The Warrant Certificate(s) shall be signed on behalf of the Company by its Chief Executive Officer, President or a Director of the Company. Each such signature upon the Warrant Certificate(s) may be in the form of a facsimile signature and may be imprinted or otherwise reproduced on the Warrant Certificate(s).

In case any officer or director of the Company who shall have signed the Warrant Certificate(s) shall cease to be such officer before the Warrant Certificate(s) so signed shall have been disposed of by the Company, such Warrant Certificate(s) nevertheless may be delivered or disposed of as though such person had not ceased to be such officer of the Company.

SECTION 3. Registration.

The Company will keep or cause to be kept books for registration of ownership and transfer of the Warrant Certificate(s) issued pursuant to this Warrant Agreement. The Warrant Certificate(s) issued pursuant to this Warrant Agreement shall be numbered by the Company and initially shall be registered by the Company in the name of the Warrantholder. The Company may deem and treat the registered holder of the Warrant Certificate(s) as the absolute owner thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for the purpose of any exercise thereof and for all other purposes.

SECTION 4. Registration of Transfers and Exchanges.

(a) Transfers. Subject to the following provisions of this Section 4, the Warrants are transferable, in whole or in part, upon surrender of the Warrant Certificate(s) evidencing such Warrants at the office of the Company referred to in Section 14, together with a written assignment in the form of the Assignment appearing at the end of the form of Warrant Certificate attached hereto, duly executed by the Warrantholder or its agent or attorney. Upon such surrender, the Company shall, subject to this Section 4, register or cause the registration of the transfer upon the books maintained by or on behalf of the Company for such purpose. If the Warrants evidenced by the Warrant Certificat e(s) are to be transferred in whole, the Company shall execute and deliver new Warrant Certificate(s) in the name of the assignee or assignees in the denominations specified in the instrument of assignment. If the Warrants evidenced by the Warrant Certificate(s) are to be transferred in part, the Company shall execute and deliver new Warrant Certificate(s) to and in the name of the assignee or assignees in the denominations specified in the instrument of assignment and new Warrant Certificate(s) to and in the name of the Warrantholder in an amount equal to the number of Warrants evidenced by the surrendered Warrant Certificate(s) that were not transferred.

(b) Restrictions on Transfer. The Warrants may not be sold, pledged, hypothecated, assigned, conveyed, transferred or otherwise disposed of (each a "transfer") unless the transfer complies with all applicable securities laws and the provisions of this Warrant Agreement.

(c) Exchanges. The Warrant Certificate(s) may be exchanged, at the option of the Warrantholder, upon surrender of such Warrant Certificate(s) at the office of the Company referred to in Section 14, for one or more other Warrant Certificate(s) representing in the aggregate the same number of Warrants as was represented by the surrendered Warrant Certificate(s).

(d) Legend on Warrant Certificates and Warrant Shares. The Warrant Certificates and all certificates evidencing Warrant Shares to be issued upon exercise of any Warrant shall be stamped or imprinted with a legend substantially in the following form:

DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH ACT AND LAWS.

If the Warrant Certificates and certificates evidencing Warrant Shares are issued with the aforementioned legend, upon the occurrence of any event permitting the removal of such legend, the Company, upon the surrender of certificates containing such legend, shall, at its own expense, deliver to the holder one or more new certificates evidencing Warrants or Warrant Shares not bearing such legend.

SECTION 5. Exercisability and Cancellation of Warrants; Exercise of Warrants; HSR Compliance.

(a) Exercise. Subject to the terms and conditions set forth in this Section 5, the Warrants may be exercised, in whole or in part (but not as to any fractional part of a Warrant), at any time or from time to time on and from the date hereof until 5:00 p.m., New York City time, on the second anniversary of the date hereof (the "Expiration Date"). The minimum amount exercisable shall be two half-Warrants representing one Warrant Share and the aggregate number of Warrants exercisable shall be an even number representing whole Warrant Shares. To exercise any Warrant, the Warrantholder shall deliver to the Company at its office referred to in Section 14 the followin g: (i) a written notice in the form of the Election to Purchase appearing at the end of the form of Warrant Certificate attached hereto of the Warrantholder's election to exercise Warrants, which notice shall specify the number of Warrants being exercised; (ii) the Warrant Certificate(s) evidencing the Warrants being exercised; and (iii) payment of the aggregate Exercise Price. All rights of the Warrantholder with respect to any Warrant that has not been exercised on or prior to 5:00 p.m., New York City time, on the Expiration Date shall immediately cease and such Warrants shall be automatically cancelled without any further action on the part of the Company or the Warrantholder.

All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled and disposed of by the Company. The Company shall keep copies of this Warrant Agreement and any notices given or received hereunder available for inspection by the holders during normal business hours at its office.

(b) Payment of Exercise Price. The exercise price per Warrant shall be equal to 120% of the closing bid price of the Common Stock as quoted on the Nasdaq National Market on May 4, 2006, subject to adjustment pursuant to Section 10 (the "Exercise Price"). Payment of the aggregate Exercise Price with respect to Warrants being exercised hereunder shall be made by the payment to the Company, in cash, by check or wire transfer, of an amount equal to the Exercise Price multiplied by the number of Warrants then being exercised.

If the Warrantholder determines that a notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), is required in connection with the exercise of any Warrants, the Company together with the Warrantholder shall (i) file as soon as practicable after the date of such

determination notifications under the HSR Act, (ii) respond as promptly as practicable to all inquiries or requests received from the United States Federal Trade Commission or the Antitrust Division of the Department of Justice for additional information or documentation and (iii) respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other governmental authority in connection with antitrust matters. The Company shall take such action as may be necessary to ensure that any necessary notifications or filings are made and that all inquiries and requests received from the relevant governmental authorities are responded to as promptly as practicable.

SECTION 6. Payment of Taxes.

The Company shall be responsible for paying any and all issue, documentary, stamp or other taxes that may be payable in respect of any issuance or delivery of Warrant Shares on the exercise of a Warrant.

SECTION 7. Delivery of Warrant Shares.

The Company shall, as promptly as practicable, and in any event within three (3) business days, execute and deliver or cause to be executed and delivered, to or upon the written order of the Warrantholder, and in the name of the Warrantholder or such Warrantholder's designee, a stock certificate or stock certificates representing the number of Warrant Shares to be issued on exercise of the Warrant(s). Such certificates shall bear the restrictive legend set forth in Section 4(d) above and may, in addition, bear any other restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of the Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person so design ated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the certificates representing the Warrant Shares, deliver to the Warrantholder a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company.

SECTION 8. Mutilated or Missing Warrant Certificates.

In case any Warrant Certificate shall be mutilated, lost, stolen or destroyed, the Company shall issue, in exchange and substitution for and upon cancellation of the mutilated Warrant Certificate, or in lieu of and substitution for the Warrant Certificate lost, stolen or destroyed, a new Warrant Certificate representing an equivalent number of Warrants, but only upon surrender of the mutilated certificate or upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction of such Warrant Certificate, as applicable, together with an indemnity from the warrant-holder that is deemed satisfactory by the Company.

SECTION 9. Reservation of Warrant Shares.

The Company will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued Common Stock or its authorized and issued Common Stock held in its treasury, for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of Warrants, the maximum number of shares of Common Stock that may then be deliverable upon the exercise of all outstanding Warrants.

Before taking any action that would cause an adjustment pursuant to Section 10 hereof to reduce the Exercise Price below the then par value (if any) of the Warrant Shares, the Company will take any corporate action that may, in the opinion of its counsel (that may be counsel employed by the Company), be necessary in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares at the Exercise Price as so adjusted.

The Company covenants that all Warrant Shares that may be issued upon exercise of Warrants will, upon issue, be fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof.

SECTION 10. Adjustment of Exercise Price and Number of Warrant Shares Issuable.

The Exercise Price and the number of the Warrant Shares issuable upon the exercise of each Warrant are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section. "Capital Stock" means shares now or hereafter authorized of any class of common stock of the Company and any other stock of the Company, however designated, that has the right (subject to any prior rights of any class or series of preferred stock) to participate in any distribution of the assets or earnings of the Company without limit as to percentage or per share amount.

(a) Adjustment for Change in Capital Stock.

If the Company:

(i) pays a dividend or makes a distribution on its Common Stock in shares of Capital Stock;

(ii) subdivides its outstanding shares of Common Stock into a greater number of shares;

(iii) combines its outstanding shares of Common Stock into a smaller number of shares;

(iv) issues by reclassification of its Common Stock any shares of Capital Stock;

then the Exercise Price and the number and kind of shares of Capital Stock of the Company issuable upon the exercise of each Warrant as in effect immediately prior to such action shall be proportionately adjusted so that the holder of any Warrant thereafter exercised may receive the aggregate number and kind of shares of Capital Stock of the Company that he or she would have

owned immediately following such action if such Warrant had been exercised immediately prior to such action.

The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification.

If after an adjustment the Warrantholder, upon exercise of the Warrants, shall be entitled to receive shares of more than one class of Capital Stock of the Company, the Board of Directors of the Company (the "Board of Directors") shall determine the allocation of the adjusted Exercise Price between the classes of capital stock in good faith. After such allocation, the exercise rights and the Exercise Price with respect to each such class of Capital Stock shall thereafter be subject to adjustment on terms comparable to those applicable to Common Stock in this Section 10.

Such adjustment shall be made successively whenever any event set forth above shall occur.

(b) Adjustment for Other Distributions.

If the Company distributes to all holders of its Common Stock any of its assets (including but not limited to cash), debt securities, preferred stock, or any rights or warrants to purchase debt securities, preferred stock, assets or other securities of the Company, the Exercise Price shall be adjusted in accordance with the formula:

E' = E x (M - F)

where:

E' = the adjusted Exercise Price.

E = the Exercise Price immediately prior to the adjustment.

M = the market price per share of Common Stock on the record date mentioned below.

F = the fair market value on the record date for such distribution of the assets, securities, rights or warrants applicable to one share of Common Stock. The Board of Directors shall determine the fair market value in good faith.

The adjustment shall be made successively whenever any such distribution is made and shall become effectively immediately after the record date for such distribution.

In this Agreement, the market price per share of Common Stock on any date shall equal the average of the Quoted Prices of the Common Stock for 30 consecutive trading days commencing 45 trading days before the date in question. The "Quoted Price" of the Common Stock is the last reported sales price of the Common Stock as reported by Nasdaq, National Market System, or if the Common Stock is listed on a securities exchange, the last reported sales price of the Common Stock on such exchange, which shall be for consolidated trading if applicable to such exchange, or if neither so reported or listed, the last reported bid price of the Common Stock. In the absence of one or more such quotations, the Board of Directors of the Company shall determine the market price on the basis of such quotations and evaluations as it in reasonable good faith considers appropriate; provided, however, that if the Warrantholder objects in writing to such determination within 20 business days after receiving notice of any adjustment based in part on such determination, the market price shall be determined by a nationally recognized investment banking firm jointly selected within 20 business days of such objection by the Company and Warrantholder or, if no such joint selection can be agreed upon, by an investment banking firm, selected by the American Arbitration Association (at the Company's expense if the investment banker's determination is less than the Company's determination, and at the expense of the objecting Warrantholder if the investment banker's determination is equal to or greater than the Company's determination).

(d) When De Minimis Adjustment May Be Deferred

No adjustment in the Exercise Price need be made unless the adjustment would require an increase or decrease of at least 1% in the Exercise Price. Any adjustments that are not made shall be carried forward and taken into account in any subsequent adjustment.

All calculations under this Section 10 shall be made to the nearest one cent (or, for purposes of subsection (l) of this Section 10, 1/1000th of a cent) or to the nearest 1/100th of a share, as the case may be.

(e) Notice of Adjustment.

Whenever the Exercise Price is adjusted, the Company shall provide the notices required by Section 13 hereof.

(f) Reorganization of Company

If the Company consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any person, or reclassifies or changes the Warrant Shares, upon consummation of such transaction the Warrants shall automatically become exercisable for the kind and amount of securities, cash or other assets that the holder of a Warrant would have owned immediately after the consolidation, merger, transfer or lease if the holder had exercised the Warrant immediately before the effective date of the transaction. Concurrently with the consummation of such transaction, the corporation formed by or surviving any such consolidation or merger if other

than the Company, or the person to which such sale or conveyance shall have been made, shall execute a written supplemental undertaking so providing and further providing for adjustments that shall be as nearly equivalent as may be practical to the adjustments provided for in this Section. The successor Company shall mail to the Warrantholder a notice describing the undertaking in accordance with Section 13 hereof.

If the issuer of securities deliverable upon exercise of Warrants under the supplemental referred to in the preceding paragraph is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental undertaking.

(g) Adjustment in Number of Shares

Upon each adjustment of the Exercise Price pursuant to this Section 10, each Warrant outstanding prior to the making of the adjustment in the Exercise Price shall thereafter evidence the right to receive upon payment of the adjusted Exercise Price that number of Warrant Shares (calculated to the nearest hundredth) obtained from the following formula:

N' = N x E

where:

N' = the adjusted number of Warrant Shares issuable upon exercise of a Warrant by payment of the adjusted Exercise Price.

N = the number of Warrant Shares previously issuable upon exercise of a Warrant by payment of the Exercise Price prior to adjustment.

E' = the adjusted Exercise Price.

E = the Exercise Price immediately prior to the adjustment.

(h) Form of Warrants.

Irrespective of any adjustments in the Exercise Price or the number or kind of shares purchasable upon the exercise of the Warrants, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the Warrants initially issuable pursuant to this Warrant Agreement.

SECTION 11. No Dilution or Impairment.

(a) If any event shall occur as to which the provisions of Section 10 are not strictly applicable but the failure to adjust the Exercise Price would adversely affect the purchase rights represented by the Warrants in accordance with the essential intent and principles of such Section, then, in each such case, the Company shall appoint an investment banking firm

of recognized national standing, or any other financial expert that does not (or whose directors, officers, employees, affiliates or stockholders do not) have a direct or material indirect financial interest in the Company or any of its Subsidiaries, who has not been, and, at the time it is called upon to give independent financial advice to the Company, is not (and none of its directors, officers, employees, affiliates or stockholders are) a promoter, director or officer of the Company or any of its Subsidiaries, which shall give their opinion upon the adjustment, if any, on a basis consistent with the essential intent and principles established in Section 10, necessary to preserve, without dilution, the purchase rights represented by the Warrants. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the holders of the Warrants and shall make the adjustments described ther ein.

(b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of the Warrants from time to time outstanding and (2) will not take any action that results in any adjustment of the Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purposes of issue upon such exercise. A consolidation, merger, reorganization or transfer of assets involving the Company covered by Section 10 shall not be prohibited by or require any adjustment under this Section 11.

SECTION 12. Fractional Interests.

The Company shall not be required to issue fractional Warrant Shares on the exercise of Warrants. If more than one Warrant shall be presented for exercise in full at the same time by the same holder, the number of full Warrant Shares that shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Warrant Shares purchasable on exercise of the Warrants so presented. If, notwithstanding the aggregation pursuant to the preceding sentence, any fraction of a Warrant Share would be issuable on the exercise of any Warrants (or specified portion thereof), the Company shall pay an amount in cash equal to the Exercise Price on the day immediately preceding the date the Warrant is presented for exercise, multiplied by such fraction.

SECTION 13. Notices to Warrantholder.

Upon any adjustment of the Exercise Price pursuant to Section 10 or Section 11, the Company shall promptly thereafter (i) cause to be filed with the Company a certificate that includes the report of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be the regular auditors of the Company) setting forth the Exercise Price

after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based and setting forth the number of Warrant Shares (or portion thereof) issuable after such adjustment in the Exercise Price, upon exercise of a Warrant and payment of the adjusted Exercise Price, and (ii) cause to be given to the Warrantholder written notice of such adjustments (including a copy of such certificate). Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 13.

In case:

(a) the Company shall authorize the issuance to all holders of shares of Common Stock, rights, options or warrants to subscribe for or purchase shares of Common Stock or of any other subscription rights or warrants;

(b) the Company shall authorize the distribution to all holders of shares of Common Stock of its indebtedness or assets;

(c) of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the conveyance or transfer of the properties and assets of the Company substantially as an entirety, or of any reclassification or change of Common Stock issuable upon exercise of the Warrants (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or a tender offer or exchange offer for shares of Common Stock;

(d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or

(e) the Company proposes to take any action (other than actions of the character described in Section 10(a)) that would require an adjustment of the Exercise Price or that would require a supplemental undertaking pursuant to Section 10(f);

then the Company shall cause to be given to the Warrantholder at his address appearing on the Warrant register, at least 20 days (or 10 days in any case specified in clauses (a) or (b) above) prior to the applicable record date hereinafter specified, or promptly in the case of events for which there is no record date, a written notice stating (i) the date as of which the holders of record of shares of Common Stock to be entitled to receive any such rights, options, warrants or distribution are to be determined, (ii) the initial expiration date set forth in any tender offer or exchange offer for shares of Common Stock, or (iii) the date on which any such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and the date as of which it is expected that holders of record of shares of Common Stock shall be entitled to exchange such sh ares for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up. The failure to give the notice required by this Section 13 or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action.

Nothing contained in this Warrant Agreement or in any of the Warrant Certificates shall be construed as conferring upon the holders thereof the right to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of Directors of the Company or any other matter, or any rights whatsoever as stockholders of the Company.

SECTION 14. Notices to Company and Warrantholder.

All notices and other communications hereunder shall be in writing and shall be deemed duly given (i) on the date of delivery if delivered personally, (ii) on the date of confirmation of receipt (or, the first business day following such receipt if the date is not a business day or the receipt is after 5 p.m.) of transmission by facsimile, or (iii) on the date of confirmation of receipt (or, the first business day following such receipt if the date is not a business day or the receipt is after 5 p.m.) if delivered by courier. Subject to the foregoing, all notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

To the Company:

Moscow CableCom Corp.

5 Waterside Crossing, 3^rd Floor

Windsor, CT 06095

Attention: Chief Financial Officer

Facsimile: 860-298-0685

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

Porzio Bromberg & Newman, P.C.

156 West 56^th Street

New York, NY 10019-3800

Attention: Christopher F. Schultz, Esq.

Facsimile: 212-957-3983

To the Warrantholder, at the address and facsimile number provided by the Warrantholder to the Company pursuant to Section 3 above.

SECTION 15. Amendments and Waivers.

No amendment of any provision of this Warrant Agreement shall be valid unless the same (x) shall be in writing and signed by the parties and (y) shall be approved by the Audit Committee of the Board of Directors of the Company. Either party to this Warrant Agreement may (i) extend the time for the performance of any of the obligations or other acts of the other party, (ii) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered by the other party pursuant hereto or (iii) waive compliance with any of

the agreements or conditions of the other party contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition, of this Warrant Agreement. The failure of any party to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

SECTION 16. Representations and Warranties of the Warrantholder.

The Warrantholder, by its acceptance of the Warrants to be issued herewith represents and warrants to the Company that (a) it is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, and (b) it is acquiring the Warrants and the Warrant Shares to be issued upon exercise of such Warrants for investment, for its own account, and not with a view to, or for sale in connection with, any distribution.

SECTION 17. Successors.

All the covenants and provisions of this Warrant Agreement by or for the benefit of the Company shall bind and inure to the benefit of its respective successors and assigns hereunder.

SECTION 18. Termination.

This Warrant Agreement shall terminate on the earlier of (i) the Expiration Date and (ii) the date on which all Warrants have been exercised or canceled in accordance with Section 5.

SECTION 19. Governing Law; Jurisdiction; Venue.

THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES OR THOSE OF ANY OTHER JURISDICTION.

HAVE EXPERIENCE IN AND UNDERSTANDING OF THE SUBJECT MATTER OF THE CONTROVERSY. THE HEARING SHALL BE HELD IN THE CITY OF NEW YORK, STATE OF NEW YORK AND SHALL BE NO MORE THAN FIVE (5) DAYS IN DURATION. AFTER THE HEARING, THE PANEL SHALL DECIDE THE CONTROVERSY AND RENDER A WRITTEN DECISION SETTING FORTH THE ISSUES ADJUDICATED, THE RESOLUTION THEREOF AND THE REASONS FOR THE AWARD. SUCH DECISION SHALL BE BINDING ON ALL PARTIES AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. PAYMENT OF ARBITRATION, INCLUDING THE FEE OF THE ARBITRATOR, SHALL BE BORNE BY THE PARTY THAT DOES NOT PREVAIL IN THE ARBITRATION.

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, BOTH MOCC AND THE UNDERSIGNED IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (“SDNY”) FOR ALL DISPUTES INVOLVING EQUITABLE RELIEF. EITHER MOCC OR THE UNDERSIGNED MAY PROCEED TO THE SDNY TO OBTAIN EQUITABLE RELIEF AT ANY TIME. THE UNDERSIGNED FURTHER WAIVES ANY OBJECTION TO VENUE IN SDNY AND ANY OBJECTION TO AN ACTION OR PROCEEDING IN SDNY ON THE BASIS OF A NON-CONVENIENT FORUM. THE UNDERSIGNED AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED THEREBY.

SECTION 20. Benefits of this Warrant Agreement.

Nothing in this Warrant Agreement shall be construed to give to any person or corporation other than the Company and the registered holders of the Warrant Certificates any legal or equitable right, remedy or claim under this Warrant Agreement; but this Warrant Agreement shall be for the sole and exclusive benefit of the Company and the registered holders of the Warrant Certificates.

SECTION 21. Headings.

The descriptive headings contained in this Warrant Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Warrant Agreement

SECTION 22. Interpretation.

References in this Warrant Agreement to articles, sections, paragraphs, clauses and exhibits are to articles, sections, paragraphs, clauses and exhibits in or to this Warrant Agreement unless otherwise indicated. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms. Any term defined by reference to any agreement, instrument or document has the meaning assigned to it whether or not such agreement, instrument or document is in effect. Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The words "include", "includes" and "including" are deemed to be followed by the phrase "without limitation". Unless the context otherwise requires, any agreement, instrument or other document defined or referred to herein refers to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified from time to time. Unless the context otherwise requires, references herein to any Person include its successors and assigns

SECTION 23. Entire Agreement.

This Warrant Agreement, together with the Warrant Certificates and Exhibits, constitute the entire agreement between the Company and the Warrantholder with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, between the Company and the Warrantholder with respect to the subject matter hereof and thereof.

SECTION 24. Severability.

If any provision of this Warrant Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other provisions of this Warrant Agreement shall nevertheless remain in full force and effect and the application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Warrant Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

SECTION 25. Counterparts.

This Warrant Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

[Signature on Following Page]

IN WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement to be duly executed as of the day and year first above written.

MOSCOW CABLECOM CORP.

By:

/s/ Andrew O’Shea

By:

/s/ Diana Light-Rhodes

Name:

Andrew O’Shea

Name:

Diana Light-Rhodes

Title:

Chief Financial Officer

Title:

Vice President

Harbor Advisors, LLC

FBO A/C Butterfield Bermuda General Account

EXHIBIT A: FORM OF WARRANT CERTIFICATE

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH ACT AND LAWS.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF, AND MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH, THE WARRANT AGREEMENT BY AND BETWEEN MOSCOW CABLECOM CORP. AND THE UNDERSIGNED. THE HOLDER OF THIS CERTIFICATE BY THE ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE TERMS OF THE WARRANT AGREEMENT. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO MOSCOW CABLECOM CORP.

NO.

WARRANTS

FORM OF

Warrant Certificate

MOSCOW CABLECOM CORP.

This Warrant Certificate certifies that ___________________ (the "Warrantholder") is the registered holder of Warrants to purchase up to _________ shares (the "Warrant Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of Moscow CableCom Corp. (the "Company"). Each Warrant entitles the holder, subject to the conditions relating to exercisability, cancellation and exercise set forth in Section 5 of the Warrant Agreement referred to below, to purchase from the Company at any time on or after the Exercise Date, and prior to 5:00 p.m., New York City time, on the Expiration Date one fully paid and nonassessable share of Common Stock at the Exercise Price. The number of shares of Common Stock for which each Warrant is exercisable and the Exercise Price are subject to adjustment as provided in the Warrant Agreement. Capitalized terms used but not defined herein sha ll have the meanings ascribed to them in the Warrant Agreement.

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants to purchase shares of Common Stock and are issued pursuant to the Warrant Agreement, dated as of May 5, 2006 (the "Warrant Agreement"), by and between the Company and the Warrantholder for the benefit of the holders from time to time of the Warrants, and the

Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the Warrantholder.

The Warrantholder may exercise the Warrants represented by this Warrant Certificate by surrendering this Warrant Certificate, with the Election to Purchase attached hereto properly completed and executed, together with payment of the aggregate Exercise Price, at the offices of the Company specified in Section 14 of the Warrant Agreement. If upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the Warrantholder or its assignee a new Warrant Certificate evidencing the number of Warrants not exercised.

This Warrant Certificate, when surrendered at the offices of the Company specified in Section 14 of the Warrant Agreement, by the registered holder thereof in person, by legal representative or by attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, for one or more other Warrant Certificates evidencing in the aggregate a like number of Warrants.

The Warrantholder may transfer the Warrants evidenced by this Warrant Certificate, in whole or in part, only in accordance with Section 4 of the Warrant Agreement.

The Company may deem and treat the registered holder hereof as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof and for all other purposes, and the Company shall not be affected by any notice to the contrary.

The Warrant Agreement and each Warrant Certificate, including this Warrant Certificate, shall be governed by and construed in accordance with the laws of the State of New York.

WITNESS the signature of the duly authorized officer of the Company.

Dated: [ ]

MOSCOW CABLECOM CORP.

By: ------------------------------------

Name:

Title:

FORM OF

ELECTION TO PURCHASE

(To be executed and delivered to the Company upon exercise of a Warrant after the Exercise Date and prior to the Expiration Date)

The undersigned hereby irrevocably elects to exercise _____ of the ________ Warrants evidenced by the attached Warrant Certificate to purchase shares of Common Stock, and herewith tenders payment for such shares of Common Stock in an amount determined in accordance with the terms of the Warrant Agreement.

The undersigned requests that a certificate representing such share of Common Stock be registered in the name of ________________________, whose address is _________________
__________________________, and that such certificate be delivered to _________________
______________, whose address is _________________________________________. If said number of Warrants is less than the number of Warrants evidenced by the Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the number of Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of ______________________________, whose address is ________________________________ and that such Warrant Certificate be delivered to ________________________, whose address is _____________________________________.

Dated ,

Name of holder of Warrant Certificate:

________________

(Please Print)

Address:

________________

Federal Tax ID No.:

________________

Signature:

________________

Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.

Signature Guaranteed:

Dated:

________________

FORM OF

ASSIGNMENT

For value received, ________________hereby sells, assigns and transfers unto ________________ , ________________of the Warrants evidenced by the attached Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________ as its due and lawful attorney, to register the transfer of said Warrants on the books of Moscow CableCom Corp., and to execute a new Warrant Certificate in the name of ________________ whose address is ________________ evidencing the number of Warrants so sold, assigned and transferred hereby. If the number of Warrants sold, assigned or transferred hereunder is less than the number of Warrants evidenced by the attached Warrant Certificate, then the undersigned requests that a new Warrant Certificate for an amount of Warrants equal to the number of Warrants eviden ced by the attached Warrant Certificate that were not sold, transferred or assigned be registered in the name of the undersigned.

_____________ hereby consents to be bound by the covenants and provisions of the Warrant Agreement, dated as of May 5, 2006, by and between Moscow CableCom Corp. and ______________.

Dated ________________,

Name of holder of Warrant Certificate:

________________

(Please Print)

Address:

________________

Federal Tax ID No.:

________________

Signature:

________________

Signature Guaranteed:

Dated:

________________

EX-99 8 ex7regrightsagreementgrace.htm EX 7 REGISTRATION RIGHTS AGREEMENT Converted by EDGARwiz

Exhibit 7

REGISTRATION RIGHTS AGREEMENT

by and between

MOSCOW CABLECOM CORP.

and the

SHAREHOLDERS

Dated May 18, 2006

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

ARTICLE II REGISTRATION

SECTION 2.1 Requested Registration

SECTION 2.2 Incidental Registrations

SECTION 2.3 Expenses

SECTION 2.4 Effective Registration Statement

SECTION 2.5 Jurisdictional Limitations

SECTION 2.6 Conversion of Other Securities.

ARTICLE III REGISTRATION PROCEDURES

SECTION 3.1 Company Obligations

SECTION 3.2 Holder Obligations

ARTICLE IV UNDERWRITTEN OFFERINGS

SECTION 4.1 Underwritten Offerings

SECTION 4.2 Holdback Agreements

ARTICLE V INDEMNIFICATION AND CONTRIBUTION

SECTION 5.1 Indemnification

SECTION 5.2 Contribution

ARTICLE VI COMPANY COVENANTS

SECTION 6.1 Covenants Relating to Rule 144; Reports Under Exchange Act

SECTION 6.2 Other Registration Rights

ARTICLE VII MISCELLANEOUS

SECTION 7.1 Amendments and Waivers

SECTION 7.2 Successors and Assigns

SECTION 7.3 Entire Agreement.

SECTION 7.4 Notices

SECTION 7.5 Governing Law Jurisdiction; Venue; Arbitration

SECTION 7.6 Equitable Remedies

SECTION 7.7 Parties in Interest

SECTION 7.8 Severability

SECTION 7.9 No Inconsistent Agreements

SECTION 7.10 Headings

SECTION 7.11 Construction; Adequate Counsel

SECTION 7.12 Counterparts

SECTION 7.13 Interpretation

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of May 18, 2006, by and between Moscow CableCom Corp., a Delaware corporation (the "Company"), and the investors listed on Exhibit A to this Agreement (collectively, the "Shareholders").

WHEREAS, each of the Shareholders has entered into a Subscription Agreement with the Company dated May 5, 2006 (the "Subscription Agreement"), pursuant to which the Shareholders have acquired units of the Company (the “Units”), each consisting of (i) one share of Common Stock, par value $.01 per share ("Common Stock”), and (ii) one-half warrant to purchase a share of Common Stock (the “Warrants”), at a price of and in the total amount set forth in and on the terms and conditions described in the Subscription Agreement, which is incorporated by reference herein; and

WHEREAS, each of the Shareholders has entered into a Warrant Agreement with the Company dated May 18, 2006 (the "Warrant Agreement"), pursuant to which, the Company has authorized the Warrants, and approved the issuance and grant of Warrants to the Shareholders, with each whole Warrant entitling the holder to purchase one share of Common Stock (the “Warrant Shares”) at an exercise price set forth in and on the terms and conditions described in the Warrant Agreement, which is incorporated by reference herein;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

The following terms shall have the meanings set forth in this Article I:

"Agreement" has the meaning specified in the preface.

"Commission" means the United States Securities and Exchange Commission or any successor governmental agency that administers the Securities Act and the Exchange Act.

"Commission Registration Form" means a registration statement complying with the rules and regulations of the Commission.

"Common Stock" means the Common Stock, par value $.01 per share of the Company, as constituted on the date hereof, any shares of the Company's capital stock into which such Common Stock shall be changed, and any shares of the Company's capital stock resulting from any reclassification of such Common Stock or any recapitalization of the Company.

"Company" has the meaning specified in the preface.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor statute thereto, and the rules and regulations of the Commission promulgated from time to time thereunder, all as the same shall be in effect at the time.

"Holders" means the Shareholders and any other Person who holds or may hold Registrable Securities in the future under this Agreement or under any other agreement with the Company granting rights to register Registrable Securities.

"Incidental Registration" has the meaning specified in Section 2.2(a).

"Indemnified Parties" has the meaning specified in Section 5.1(a).

"Indemnifying Party" has the meaning specified in Section 5.1(c).

"Person" means any individual, partnership, corporation, limited liability company, association, trust, joint venture, unincorporated organization and any government, governmental department or agency or political subdivision thereof.

"Registrable Securities" means, in each case as adjusted for stock splits, recapitalizations and other similar events, (i) the shares of Common Stock included in the Units which are issued pursuant to the Subscription Agreement, and (ii) securities issued in replacement or exchange of any of the shares of Common Stock referred to in (i) above; provided, however, that any and all shares described in clauses (i) and (ii) above shall cease to be Registrable Securities upon any sale pursuant to a registration statement declared effective under the Securities Act, or any sale exempt from registration under the Securities Act pursuant to section 4(1) of the Securities Act or Rule 144 promulgated under the Securities Act.

"Registration" means any of a Requested Registration or an Incidental Registration.

"Registration Expenses" means all expenses incurred by the Company incident to the Company's performance of or compliance with this Agreement in connection with each Registration, regardless of whether such registration statement is declared effective, including without limitation (i) all registration, filing, listing and National Association of Securities Dealers, Inc. fees, (ii) all fees and expenses of complying with securities or blue sky laws, (iii) all word processing, duplicating and printing expenses, (iv) all messenger and delivery expenses, (v) any transfer taxes, (vi) the fees and expenses of the Company's legal counsel and independent public accountants, including the expenses of any "comfort" letters, (vii) all expenses incurred in connection with making "roadshow" presentations and holding meetings with potential investors to facilitate the di stribution and sale of Registrable Shares, (viii) the reasonable fees and disbursements of counsel and accountants retained by the Shareholders, (ix) any fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding underwriting discounts and commissions as described below, and (x) all of the internal expenses incurred by the Company, including, without limitation, salaries and expenses of officers and employees performing legal and accounting duties, expenses of conducting the annual audit of

the Company's financial statements by its independent public accountants, and costs in obtaining liability insurance on behalf of the Company, its officers and directors; provided, however, that each Holder shall be responsible for the underwriting discounts and commissions with respect to the Registrable Shares being sold by such Holder.

"Registration Request" has the meaning set forth in Section 2.1(a).

"Requested Registration" has the meaning specified in Section 2.1(a).

"Securities Act" means the Securities Act of 1933, as amended, or any successor statute thereto, and the rules and regulations of the Commission promulgated from time to time thereunder, all as the same shall be in effect at the time.

“Shareholders” has the meaning specified in the preface.

“Significant Shareholders” means any Shareholder acquiring Units pursuant to the Subscription Agreement for consideration in excess of $7 million.

"Underwriter's Maximum Number" means a specified maximum number of securities that could be successfully included in a Registration pursuant to an underwritten offering within a price range acceptable to Holders and the Company as determined in writing by the representative of the underwriters.

ARTICLE II

REGISTRATION

SECTION 2.1 Requested Registration .

(a)

Request for Registration. Subject to Section 2.1(b), if at any time following the first anniversary of this Agreement the Company shall receive a written request from any Shareholders (a "Registration Request") that the Company effect a registration under the Securities Act of all or any part of the Registrable Securities held by the Shareholders (a "Requested Registration") in accordance with the terms of this Section 2.1, then the Company shall use its best efforts to effect the registration under the Securities Act (and any related qualification under blue sky laws or other compliance) of the offering and sale of such Registrable Securities within 90 days after receipt of the Registration Request. The Company may also include in any Requested Registration other securities of the Company offered for the account of the Company or any other Person, including Registra ble Securities held by other Holders entitled to include such securities in such Requested Registration pursuant to Section 2.2. A Requested Registration may be accomplished on Form S-3 under the Securities Act, if available, at the option of the Company; provided, however, that if, in connection with any Requested Registration that is proposed by the Company to be on Form S-3 or any similar short form registration statement that is a successor to Form S-3, the managing underwriters, if any, shall advise the Company in writing that in their opinion the use of another permitted form is of material importance to the success of the offering, then such registration shall be on such other

permitted form. Shareholders holding, in the aggregate, Units representing not less than the value or percentage indicated in Section 2.1(b)(i) below shall have the right to terminate or withdraw any Requested Registration requested by them under this Section 2.1 prior to the effectiveness of such registration, whether or not the Company or any Holder has elected to include Registrable Securities in such Requested Registration and, upon receipt by the Company of written requests from such Shareholders, the Company shall use its best efforts to terminate or withdraw any such Requested Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 2.3 if the Shareholders shall have terminated or withdrawn such registration following a breach by the Company of any of its covenants or obligations under thi s Agreement, provided, however, that if the Shareholders terminate or withdraw such registration other than following a breach by the Company of any of its covenants or obligations under this Agreement, the Registration Expenses of such terminated or withdrawn registration shall be borne by the Shareholders.

(b)

Limitation on Requested Registrations.

(i)

Share Limitation. The Company shall not be obligated to effect a Requested Registration unless such registration involves the greater of (i) an aggregate offering price of $10,000,000 or (ii) one percent (1%) of the Common Stock issued or outstanding as of the date of such Registration Request.

(ii)

Limitation on the Number of Requested Registrations. The Company shall only be obligated to effect one Requested Registration hereunder in any six month (calendar) period.

(iii)

Prior Registration Limitation. If a registration statement related to another Registration has been declared effective under the Securities Act within the preceding six calendar months and the participating Holders have not sold all Registrable Securities included in such registration statement, then the Company shall have the right to defer a Requested Registration for a period of not more than 90 days.

(iv)

Delay Limitation. If the Company shall furnish to the Shareholders a certificate signed by the chief executive officer or chairman of the board of directors of the Company stating that, in the good faith judgment of the board of directors, the effecting of the Requested Registration at the time requested would be detrimental to the Company or its stockholders, then the Company shall have the right to defer such Requested Registration for a period of not more than 180 days; provided, however, that the Company may only assert such delay once during any 12-month period.

(v)

Simultaneous Company Registration Limitation. From the date of filing of any registration statement under the Securities Act by the Company until the date 180 days following the effective date of such registration statement, the Company shall not be obligated to effect a Requested Registration without the consent of the representative of the underwriters of the offering as to which such registration statement is filed, so long as the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become or remain effective.

(vi)

Termination. The right to request a Requested Registration shall terminate on the third anniversary of this Agreement, with respect to Shareholders other than Significant Shareholders, and on the tenth anniversary of this Agreement with respect to the Significant Shareholders.

(vii)

Allocation. The inclusion of Registrable Securities in a Requested Registration, in addition to the Registrable Securities to be included by the Shareholders, shall be made on a pro rata basis among all other Holders. In the event that any Holder withdraws his Registrable Securities from a Requested Registration, then the Company shall promptly notify other Holders of such withdrawal. In such event, other Holders shall be entitled to increase the number of Registrable Securities to be included in such Requested Registration on a pro rata basis based on the number of Registrable Securities that each such Holder desires to include in such Requested Registration.

(c)

Price Determination. The Company shall have the sole right to determine the offering price per share and underwriting discounts in connection with any resale by Holders of Registrable Securities pursuant to an underwritten offering in connection with a Requested Registration, after consultation with the Holders and due regard for Holders' views relating thereto; provided, however, that in the event of an underwritten offering in connection with a Requested Registration in which one or more Significant Shareholders is participating, the participating Significant Shareholder proposing to offer the greater number of shares in the offering shall have the sole right to determine the offering price per share and the underwriting discounts. If any Shareholder disagrees with the Company's or a Significant Shareholder’s determination of the offering price per share, any su ch Shareholder shall have the right to withdraw its Registrable Securities from the Requested Registration.

SECTION 2.2 Incidental Registrations .

(a)

Incidental Registration. If the Company, for itself or any of its security holders other than pursuant to a Requested Registration, at any time after the date hereof and, with respect to Significant Shareholders, through the tenth anniversary hereof or, with respect to all other Shareholders, through the third anniversary hereof, undertakes to effect a registration under the Securities Act of the offering and sale of any shares of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify Holders of such undertaking at least 30 days prior to the filing of a registration statement relating thereto. In such event, upon the written request of any Holder within 20 days after the receipt of such notice, subject to Section 4.1(d), the Company shall use its best efforts as soon as practicable thereafter to cause any Registrable Securities specified by such Holder to be included in such registration statement (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue

to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.2 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 2.3.

(b)

(c)

Effect of Incidental Registration. No Incidental Registration effected by the Company shall relieve the Company from its obligations to effect any Requested Registration.

SECTION 2.3 Expenses .

The Company shall pay all Registration Expenses incurred in connection with any Registration, including if a Registration is not deemed to have been effected pursuant to Section 2.4 hereof.

SECTION 2.4 Effective Registration Statement .

No Registration shall be deemed to have been effected unless the registration statement filed with respect thereto in accordance with the Securities Act has been declared effective by the Commission with respect to the disposition of all Registrable Securities covered by such Registration and remains effective in accordance with Section 3.1. Notwithstanding the foregoing, no Registration shall be deemed to have been effected if (a) after the related registration statement has been declared effective by the Commission, such Registration is made subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or any court proceeding for any reason, other than solely by reason of a misrepresentation or omission by the Shareholders, or (b) the conditions to closing specified in the underwriting agreement entered into in connection with such Registr ation are not satisfied, other than solely by reason of an act or omission by the Shareholders.

SECTION 2.5 Jurisdictional Limitations .

Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to take any action to effect registration, qualification or compliance with respect to Registrable Securities: (a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process, unless the Company is already subject to service in such jurisdiction and except as required by the Securities Act; (b) that would require it

to qualify generally to do business in any jurisdiction in which it is not already so qualified or obligated to qualify; or (c) that would subject it to taxation in a jurisdiction in which it is not already subject generally to taxation.

SECTION 2.6 Conversion of Other Securities.

If the Shareholders hold any options, rights, warrants or other securities that are directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock, the shares of Common Stock underlying such options, rights, warrants or other securities shall be eligible for registration pursuant to this Article II. This includes, without limitation, the Warrants.

ARTICLE III

REGISTRATION PROCEDURES

SECTION 3.1 Company Obligations .

If and whenever the Company is required to use its best efforts to effect a Registration as provided in Article II, then as expeditiously as possible and subject to the terms and conditions of Article II, the Company shall:

(a)

Prepare and file with the Commission the appropriate registration statement to effect such Registration and use its best efforts to cause such registration statement to become and remain effective for the period set forth in Section 3.1(c);

(b)

Permit any Significant Shareholder that, in the reasonable judgment of the Company's counsel, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration statement (including by making available for inspection by any such Significant Shareholder and any attorney, accountant or other agent retained by such Significant Shareholder, all financial and other records, pertinent corporate documents and all other information reasonably requested in connection therewith and in good faith considering such changes in such registration statement prior to the filing thereof as each Significant Shareholder or its counsel may reasonably request), furnish to all Significant Shareholders, the underwriters, if any, and their respective counsel and accountants advance copies of such registration statement and each prospectus included therein or filed with the Commission not more than five business days following the filing thereof with the Commission, and any amendments and supplements thereto promptly as they become available, and provide each such Significant Shareholder access to the books and records of the Company and such opportunities to discuss the business of the Company with its officers and the independent public accountants that have certified the financial statements of the Company as is necessary, in the opinion of such Significant Shareholder, to conduct a reasonable investigation within the meaning of the Securities Act;

(c)

Promptly 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 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 the expiration of 180 days after such registration statement becomes effective (such period of 180 days to be extended one day for each day or portion thereof during such period that such registration statement is subject to any stop order suspending the effectiveness of the registration statement, any order suspending or pr eventing the use of any related prospectus or any order suspending the qualification of any Registrable Securities included in such registration statement for sale in any jurisdiction);

(d)

Promptly furnish to each Significant Shareholder, in the case of a Requested Registration or an Incidental Registration in which it participates, advance copies of such registration statement and each prospectus included therein or filed with the Commission not more than five business days following the filing thereof with the Commission, and make the Company's representatives available for discussion of such document and in good faith consider such changes in such document prior to the filing thereof as each Significant Shareholder or its counsel may reasonably request;

(e)

If requested by the underwriter or underwriters or any Shareholder in connection with an underwritten offering of Registrable Shares, immediately incorporate in a prospectus supplement or post-effective amendment such information as the underwriters and the Shareholder agree should be included therein relating to the plan of distribution with respect to such Registrable Shares, including, without limitation, information with respect to the principal amount of Registrable Shares being sold to such underwriters, the purchase price being paid therefor by such underwriters and with respect to any other terms of such underwritten offering of Registrable Shares, and the Company shall make all required filings of the prospectus supplement or post-effective amendment promptly upon being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;

(f)

Immediately notify when or if any registration statement, amendment, supplement or prospectus has been filed and furnish to Holders that participate in such Registration, without charge to such Holders, such number of conformed copies of such registration statement and each such amendment and supplement thereto, such number of copies of the prospectus contained in such registration statement 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 the Holder may reasonably request;

(g)

Use its best efforts to register or qualify all Registrable Securities covered by such registration statement under the United States state securities or blue sky laws of such jurisdictions as any Holder that participates in such Registration reasonably requests, keep such registration or qualification in effect for the time period set forth in Section 3.1(c) and take such other action as may be reasonably necessary or advisable to enable such Holders to sell the Registrable Securities covered by such Registration in such jurisdictions;

(h)

Use its commercially reasonable efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other United States state governmental agencies or authorities as may be necessary to enable any Holder that participates in such Registration to sell the Registrable Securities covered by such Registration as intended by such registration statement;

(i)

Use its best efforts to obtain the withdrawal of any stop order suspending the effectiveness of such registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Securities included in such registration statement for sale in any jurisdiction;

(j)

Immediately notify Holders that participate in such Registration, at any time during which a prospectus relating to such registration statement is required to be delivered under the Securities Act, if the Company becomes aware of any event as a result of which such prospectus, as then in effect, would include an untrue statement of material fact or would omit 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 such Holders promptly prepare and file with the Commission and furnish to such Holders, promptly following a declaration of effectiveness by the Commission, 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 Registrable Securities, such prospectus would 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;

(k)

Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission;

(l)

Provide a transfer agent and registrar for all Registrable Securities covered by such registration statement not later than the effective date of such registration statement; and

(m)

Use its best efforts to list all Registrable Securities covered by such registration statement on any securities exchange on which the same class of securities issued by the Company are then listed or to secure designation and quotation of all Registrable Securities covered by such Registration on the Nasdaq National Market System and, without limiting the generality of the foregoing, to arrange for at least two market makers to register with the National Association of Securities Dealers, Inc. as such with respect to such Registrable Securities and pay all fees and expenses in connection with the satisfaction of the obligations set forth in this Section 3.1(m).

SECTION 3.2 Holder Obligations

(a)

Each Holder that participates in a Registration shall furnish to the Company, upon its written request, such information as it may reasonably request in writing (i) regarding the proposed distribution by such Holder of the Registrable Securities held by such Holder and (ii)

as required in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III.

(b)

Upon receipt of any notice from the Company, or upon a Holder's otherwise becoming aware, of the happening of any event of the kind described in Section 3.1(j), such Holder shall discontinue its disposition of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities until the receipt by such Holder of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be del ivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains 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. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c).

ARTICLE IV

UNDERWRITTEN OFFERINGS

SECTION 4.1 Underwritten Offerings .

(a)

In connection with any (i) Requested Registration with respect to which the Shareholders propose to dispose of the Registrable Shares in an underwritten offering or (ii) Incidental Registration the Company undertakes to effect as an underwritten offering, the Company shall enter into an underwriting agreement (and any other customary agreements) with the underwriters for such offering, such agreement to be in form and substance reasonably satisfactory to such underwriters in their reasonable judgment and to contain such representations and warranties by the Company and such other terms as are customarily contained in agreements of that type, including without limitation indemnities to the effect and to the extent provided in Section 5.1.

(b)

In connection with any underwritten offering in which the Shareholders participate, the Company shall furnish the Shareholders with (i) an opinion (and updates thereto) of the Company's counsel to the effect that the registration statement complies as to form with the Securities Act and any other securities or blue sky laws and that such counsel has no knowledge or reason to know of any material misstatement or omission in the registration statement and (ii) a "comfort" letter (and updates thereof) signed by the independent public accountants that have certified the Company's financial statements included or incorporated by

reference in such registration statement covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and with respect to events subsequent to the date of such financial statements, as are customarily covered in accountants' letters delivered to underwriters in underwritten public offerings of securities.

(c)

Each Holder that participates in the Registration shall be a party to such underwriting agreement and may, at such Holder's option, require that any or all representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters be made to and for the benefit of such Holder and that any or all conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder. No such Holder participating in any such underwritten offering shall be required by the provisions hereof to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder and its intended method of distribution and any other representation required by law.

(d)

Participation in Underwritten Offerings.

(i)

If a Requested Registration is an underwritten offering, and the representative of the underwriters gives written advice to the Holder(s) requesting the Registration and the Company that, in its opinion, market conditions dictate that no more than an Underwriter's Maximum Number could successfully be included in such Requested Registration, then the Company shall be required by this Section 4.1(d)(i) to include in such Requested Registration only such number of securities as equals the Underwriter's Maximum Number. In such event, the Holder(s) requesting the Registration, the Company and any other Person participating in such Requested Registration shall participate in such Requested Registration as follows:

(1)

First, there shall be included in such Requested Registration that number of securities that the Holder(s) requesting the Registration requested to be included in such registration to the full extent of the Underwriter's Maximum Number (if such number of securities exceeds the Underwriter's Maximum Number, the inclusion of securities shall be allocated pro rata among such Holders based on the number of Registrable Securities that each such Holder desires to offer);

(2)

Second, if the Underwriter's Maximum Number has not yet been reached, there shall be included in such Requested Registration that number of securities that the Company proposes to offer and sell for its own account in such registration to the full extent of the Underwriter's Maximum Number; and

(3)

Third, if the Underwriter's Maximum Number has not yet been reached, there shall be included in the Requested Registration that number of Registrable Securities that any Holders other than the Holder(s) requesting the Registration and the Company have requested to be included in the Requested Registration to the full extent of the remaining portion of the Underwriter's Maximum Number, allocated pro rata among such other Holders based on the number of Registrable Securities that each such Holder desires to offer.

(ii)

If an Incidental Registration is an underwritten offering, and the representative of the underwriters gives written advice to the Holders participating in the Incidental Registration and the Company that, in its opinion, market conditions dictate that no more than an Underwriter's Maximum Number could successfully be included in such Incidental Registration, then the Company shall be required by this Section 4.1(d)(ii) to include in such Incidental Registration only such number of securities as equals the Underwriter's Maximum Number. In such event, the Holders, the Company and any other Person participating in such Incidental Registration shall participate in such Incidental Registration as follows:

(1)

First, there shall be included in such Incidental Registration that number of securities that the Company proposes to offer and sell for its own account in such registration to the full extent of the Underwriter's Maximum Number;

(2)

Second, if the Underwriter's Maximum Number has not yet been reached, there shall be included in such Incidental Registration that number of Registrable Securities that Holders have requested to be included in such Incidental Registration to the full extent of the remaining portion of the Underwriter's Maximum Number, allocated pro rata among such Holders based on the number of Registrable Securities that each such Holder desires to offer; and

(3)

Third, if the Underwriter's Maximum Number has not yet been reached, there shall be included in the Incidental Registration that number of securities that any Persons other than Holders and the Company have requested to be included in the Incidental Registration to the full extent of the remaining portion of the Underwriter's Maximum Number, allocated pro rata among such other Persons based on the number of Registrable Securities that each such Person desires to offer.

(e)

The Company shall promptly notify each Holder if any of its Registrable Securities will not be included in a Registration pursuant to Section 4.1(d). If any securities are withdrawn from a Registration and if the number of Registrable Securities to be included in such Registration was previously reduced pursuant to Section 4.1(d), then the Company shall then offer to all Holders the right to include additional Registrable Securities in such Registration equal to the number of securities so withdrawn, with such Registrable Securities to be allocated among the Holders requesting additional inclusion on a pro rata basis.

(f)

Selection of Underwriters. In a Requested Registration, the Holder(s) requesting the Registration shall notify the Company that it proposes to dispose of the Registrable Shares in an underwritten offering and the Company and such Holder(s) shall agree, with each party acting in good faith, to jointly select the representative of the underwriters from underwriting firms of national reputation in the United States. In an Incidental Registration, the Company shall select the representative of the underwriters from underwriting firms of national reputation in the United States that are reasonably acceptable to Holders participating in the Incidental Registration.

SECTION 4.2 Holdback Agreements .

(a)

In connection with any underwritten public offering of Registrable Securities by the Company under the Securities Act, no Holder shall effect directly or indirectly (except as part of such underwritten Registration in accordance with the provisions hereof or pursuant to a transaction exempt from registration other than pursuant to Rule 144 or Rule 145 of the Securities Act) any sale, distribution, short sale, loan, grant of options for the purchase of or other disposition of any Registrable Securities for such period as the representative of the underwriters requests, which period shall in no event commence earlier than seven days prior to, or end more than 180 days after, the date on which the registration statement related to such offering is declared effective. The Company shall be entitled to instruct its transfer agent to place stop transfer notations in its records to enforce this Sectio n 4.2(a).

(b)

The Company agrees (i) not to effect any public sale or distribution of any Common Stock (other than pursuant to a registration statement on Form S-8 or any successor form), during the seven days prior to, and during the 180 days after, the date on which the registration statement related to a Registration is declared effective (except as part of such registration statement); and (ii) that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed securities shall contain a provision under which the holders of such securities agree not to effect any public sale or distribution of any such securities during the periods described in (i) above, in each case including a sale pursuant to Rule 144; provided, however, that the provisions of this paragraph 4.2(b) shall not prevent the conversion or exchange of any securities pursuant to their terms into or for other securities.

ARTICLE V

INDEMNIFICATION AND CONTRIBUTION

SECTION 5.1 Indemnification .

(a)

Indemnification by the Company. In connection with any Registration, to the extent permitted by law, the Company shall and hereby does indemnify and hold harmless each Holder that participates in such Registration, each such Holder's legal counsel and independent accountants, each other Person who participates as an underwriter in the offering or sale of securities (if so required by such underwriter as a condition to including the Registrable Securities of such Holders in such registration) and each other Person, if any, who controls any such Holder or any such underwriter within the meaning of the Securities Act (collectively, the "Indemnified Parties"), against any losses, claims, damages, liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) or expenses, joint or several, to which such Holder, underwriter or other Person may become su bject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) or expenses 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 the offering and sale of such securities were registered under the Securities Act, any registration statement or prospectus, or any document incorporated therein by reference, or any amendment or supplement thereto, or any omission or alleged omission to state

therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, or arise out of any violation by the Company of any rule or regulation promulgated under the Securities Act or state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such registration. The Company shall reimburse the Indemnified Parties for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof); provided, however, that the indemnity agreement contained in this Section 5.1(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability (o r action or proceeding, whether commenced or threatened, in respect thereof) or expense if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld); and provided, further, that the Company shall not be liable to any Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises solely out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, prospectus, or any document incorporated therein by reference, or any such amendment or supplement thereto, in reliance upon and in conformity with information furnished to the Company in writing by any Indemnified Party specifically for use therein.

(b)

Indemnification by Holders. As a condition to including any Registrable Securities in any Registration, to the extent permitted by law, each Holder shall and does hereby indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 5.1(a)) the Company, each director of the Company, each officer of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from any registration statement under which the offering and sale of such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if and only if and to the extent that such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company directly by such Person for use in connection with the registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto; provided, however, that the obligation of any such Holder under this Section 5.1(b) shall be limited to an amount equal to the gross proceeds received by such Holder upon the sale of Registrable Securities sold in such Registration, unless such liability arises out of or is based upon such Holder's willful misconduct.

(c)

Notices of Claims, etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation or other similar event involving a claim referred to in this Section 5.1, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party"), the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation under this Section 5.1, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such

action is brought against an Indemnified Party, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each 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 it may wish, with counsel reasonably satisfactory to such Indemnified Party. 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 consent to entry of any judgmen t or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement 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 in respect to such claim or litigation.

(d)

Other Indemnification. Indemnification similar to that specified in this Section 5.1 (with appropriate modifications) shall be given by the Company and each Holder that participates in a Registration to each other and to any underwriter, as applicable, with respect to any required registration or other qualification of securities under any United States federal or state law or regulation, other than the Securities Act, of any United States governmental authority.

(e)

Indemnification Payment. The indemnification required by this Section 5.1 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and as a loss, claim, damage, liability or expense is incurred.

(f)

Survival of Obligations. The obligations of the Company and Holders under this Section 5.1 and Section 5.2 shall survive the completion of any offering of Registrable Securities.

SECTION 5.2 Contribution .

If the indemnification provided for in Section 5.1 is unavailable or insufficient to hold harmless an Indemnified Party, then each Indemnifying Party shall contribute to the amount paid or payable to such Indemnified Party as a result of the losses, claims, damages or liabilities referred to in Section 5.1 an amount or additional amount, as the case may be, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and the Indemnified Party, on the other, in connection with the statements or omissions that resulted in such losses, claims, demands or liabilities as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact rel ates to information supplied by the Indemnifying Party or Indemnifying Parties, on the one hand, or the Indemnified Party, on the other, and the relative intent, knowledge, access to information and opportunity of the parties to correct or prevent such untrue statement or omission. The Company and the Shareholders agree that it would not be just and equitable if contribution pursuant to this Section 5.2 were determined by

pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding sentence. The amount paid to an Indemnified Party pursuant to this Section 5.2 shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any action or claim subject to this Article V. 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 that was not guilty of such fraudulent misrepresentation.

ARTICLE VI

COMPANY COVENANTS

SECTION 6.1 Covenants Relating to Rule 144; Reports Under Exchange Act .

With a view to (a) making available the benefits of certain rules and regulations of the Commission that may at any time permit the sale of securities of the Company to the public without registration after such time as a public market exists for the Common Stock and (b) causing the Company to be become and remain eligible to use Form S-3 under the Securities Act, the Company shall:

(i)

Make and keep public information available in accordance with Rule 144 under the Securities Act at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public;

(ii)

Take such action as necessary to enable the Company to utilize Form S-3 for the sale of Registrable Securities;

(iii)

Use its 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

(iv)

Furnish to each Holder forthwith upon request, so long as such Holder owns any Registrable Securities, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act, the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company and such other reports and documents of the Company as such Holder may reasonably request in availing itself of any rule or regulation of the Commission that may allow such Holder to sell any Registrable Securities without registration.

SECTION 6.2 Other Registration Rights .

The Company may from time to time grant additional registration rights to other holders of Common Stock, provided that no such registration rights shall be senior to the rights granted under this Agreement with respect to registration and cutback (but that such rights may at all times be pari passu).

ARTICLE VII

MISCELLANEOUS

SECTION 7.1 Amendments and Waivers .

No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the parties. Either party to this Agreement may (i) extend the time for the performance of any of the obligations or other acts of the other party, or (ii) waive compliance with any of the agreements or conditions of the other party contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition, of this Agreement. The failure of any party to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

SECTION 7.2 Successors and Assigns .

This Agreement and all of the rights and obligations provided for hereunder may not be assigned by any Shareholder without the prior written consent of the Company, provided, however, that any Significant Shareholder may assign its rights and obligations pursuant to this Agreement and all of the covenants and agreements contained in this Agreement shall, following any such assignment, inure to the benefit of the assignee.

SECTION 7.3 Entire Agreement.

This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof.

SECTION 7.4 Notices .

To the Company:

Moscow CableCom Corp.

5 Waterside Crossing, 3^rd Floor

Windsor, CT 06095

Attention: Chief Financial Officer

Facsimile: 860-298-0685

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

Porzio Bromberg & Newman, P.C.

156 West 56^th Street

New York, NY 10019-3800

Attention: Christopher F. Schultz, Esq.

Facsimile: 212-957-3983

To the Shareholder, at the address and facsimile number provided by the Shareholder on Exhibit A to this Agreement.

SECTION 7.5 Governing Law Jurisdiction; Venue; Arbitration

THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES OR THOSE OF ANY OTHER JURISDICTION.

EXCEPT WHERE EQUITABLE RELIEF IS SOUGHT, IN THE EVENT OF A DISPUTE BETWEEN THE PARTIES FOR WHICH THE PARTIES ARE UNABLE TO REACH A MUTUALLY AGREEABLE RESOLUTION WITHIN 60 CALENDAR DAYS FOLLOWING RECEIPT OF NOTICE OF THE DISPUTE BY ALL PARTIES TO THE DISPUTE, THE DISPUTE SHALL BE SUBMITTED TO ARBITRATION UNDER THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION THEN IN EFFECT. THERE SHALL BE ONE ARBITRATOR MUTUALLY AGREED TO BY THE PARTIES (TO THE EXTENT THE PARTIES ARE UNABLE TO SELECT ONE MUTUALLY AGREEABLE ARBITRATOR, EACH PARTY SHALL SELECT ONE “SELECTION” ARBITRATOR AND THE TWO “SELECTION” ARBITRATORS SHALL THEN SELECT THE ARBITRATOR; IN THE EVENT THAT ANY PARTY FAILS TO SELECT A “SELECTION” ARBITRATOR WITHIN 20 CALENDAR DAYS FOLLOWING RECEIPT OF NOTICE BY SUCH PARTY OF THE OTHER PARTY’S SELECTION OF A “SELECTION” ARBITRATOR, THE PARTY WHICH HAS SELECTED A “SELECTION” ARBITRATOR SHALL SELECT THE ADDITIONAL “SELECTION” ARBITRATOR ON BEHALF OF THE PARTY THAT HAS FAILED TO DO SO); THE ARBITRATOR SHALL HAVE EXPERIENCE IN AND UNDERSTANDING OF THE SUBJECT MATTER OF THE CONTROVERSY. THE HEARING SHALL BE HELD IN THE CITY OF NEW YORK, STATE OF NEW YORK AND SHALL BE NO MORE THAN FIVE (5) DAYS IN DURATION. AFTER THE HEARING, THE PANEL SHALL DECIDE THE CONTROVERSY AND RENDER A WRITTEN DECISION SETTING FORTH THE ISSUES ADJUDICATED, THE RESOLUTION THEREOF AND THE REASONS FOR THE AWARD. SUCH DECISION SHALL BE BINDING ON ALL PARTIES AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. PAYMENT OF ARBITRATION, INCLUDING THE FEE OF THE ARBITRATOR, SHALL BE BORNE BY THE PARTY THAT DOES NOT PREVAIL IN THE ARBITRATION.

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, BOTH THE COMPANY AND EACH OF THE SHAREHOLDERS SUBMIT TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (“SDNY”) FOR ALL DISPUTES INVOLVING EQUITABLE RELIEF. EITHER THE COMPANY OR ANY SHAREHOLDER MAY PROCEED TO THE SDNY TO OBTAIN EQUITABLE RELIEF AT ANY TIME. EACH OF THE SHAREHOLDERS FURTHER WAIVES ANY OBJECTION TO VENUE IN SDNY AND ANY OBJECTION TO AN ACTION OR PROCEEDING IN SDNY ON THE BASIS OF A NON-CONVENIENT FORUM. EACH OF THE SHAREHOLDERS AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED THEREBY.

SECTION 7.6 Equitable Remedies.

The parties agree that irreparable harm would occur in the event that any of the agreements and provisions of this Agreement were not performed fully by the parties in accordance with their specific terms or conditions or were otherwise breached, and that money damages are an inadequate remedy for breach of this Agreement because of the difficulty of ascertaining and quantifying the amount of damage that would be suffered by the parties in the event that this Agreement were not performed in accordance with its terms or conditions or were otherwise breached. It is accordingly hereby agreed that the parties shall be entitled to an injunction or injunctions to restrain, enjoin and prevent breaches of this Agreement by the other party and to enforce specifically such terms and conditions of this Agreement, such remedy being in addition to and not in lieu of any other rights and remedies to which t he other party is entitled to at law or in equity.

SECTION 7.7 Parties in Interest.

This Agreement is for the benefit of any Holder irrespective of whether such Holder is a signatory to this Agreement, subject to (a) the provisions respecting the minimum numbers or percentages of shares of Registrable Securities required in order to entitle Holders to certain rights, or take certain actions, contained herein and (b) the limitations set forth in the agreement with the Company granting rights to register Registrable Securities to which any such Holder is a party.

SECTION 7.8 Severability.

If any provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other provisions of this Agreement shall nevertheless remain in full force and effect and the application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the gre atest extent possible.

SECTION 7.9 No Inconsistent Agreements.

The Company shall not enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Shareholders in this Agreement.

SECTION 7.10 Headings.

The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 7.11 Construction; Adequate Counsel.

(a)

Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

(b)

Adequate Counsel. Each of the Shareholders and the Company hereby represents and warrants that it and its legal counsel have adequate information regarding the terms of this Agreement, the scope and effect of the transactions contemplated hereby and all other matters encompassed by this Agreement to make an informed and knowledgeable decision with regard to entering into this Agreement.

SECTION 7.12 Counterparts.

This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

SECTION 7.13 Interpretation.

References in this Agreement to articles, sections, paragraphs, clauses and exhibits are to articles, sections, paragraphs, clauses and exhibits in or to this Agreement unless otherwise indicated. Whenever the context may require, any pronoun includes the corresponding

masculine, feminine and neuter forms. Any term defined by reference to any agreement, instrument or document has the meaning assigned to it whether or not such agreement, instrument or document is in effect. Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The words "include", "includes" and "including" are deemed to be followed by the phrase "without limitation". Unless the context otherwise requires, any agreement, instrument or other document defined or referred to herein refers to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified from time to time. Unless the context otherwise requires, references herein to any Per son include its successors and assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

MOSCOW CABLECOM CORP.

By:	/s/ Andrew O’Shea
Name:	Andrew O’Shea
Title:	Chief Financial Officer

SHAREHOLDER Harbor Advisors, LLC FBO A/C Butterfield Bermuda General Account

By:	/s/ Diana Light-Rhodes
Name:	Diana Light-Rhodes
Title:	Vice President, Harbor Advisors, LLC

SHAREHOLDER ________________________

By:
Name:
Title:

SHAREHOLDER ________________________

By:
Name:
Title:

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