REGISTRATION RIGHTS AGREEMENT





EXHIBIT 1.05


 


 


REGISTRATION
RIGHTS AGREEMENT


 


by
and between


MOSCOW
CABLECOM CORP.


and


COLUMBUS
NOVA INVESTMENTS VIII LTD.


 


Dated
January 13, 2005











TABLE OF CONTENTS


Page


ARTICLE I DEFINITIONS. 1


ARTICLE II REGISTRATION.. 3


SECTION 2.1 Requested Registration.3


SECTION 2.2 Incidental Registrations.5


SECTION 2.3 Expenses.5


SECTION 2.4 Effective Registration Statement.5


SECTION 2.5 Jurisdictional Limitations.6


SECTION 2.6 Conversion of Other Securities.6


SECTION 2.7 Adjustments Affecting Registrable Securities.6


ARTICLE III REGISTRATION PROCEDURES. 6


SECTION 3.1 Company Obligations.6


SECTION 3.2 Holder Obligations.9


ARTICLE IV UNDERWRITTEN OFFERINGS. 9


SECTION 4.1 Underwritten Offerings.9


SECTION 4.2 Holdback Agreements.12


ARTICLE V INDEMNIFICATION AND CONTRIBUTION.. 12


SECTION 5.1 Indemnification.12


SECTION 5.2 Contribution.14


ARTICLE VI COMPANY COVENANTS. 15


SECTION 6.1 Covenants Relating to Rule 144; Reports Under
Exchange Act.15


SECTION 6.2 Other Registration Rights.15


ARTICLE VII MISCELLANEOUS. 16


SECTION 7.1 Amendments and Waivers.16


SECTION 7.2 Successors and Assigns.16


SECTION 7.3 Entire Agreement.16


SECTION 7.4 Notices.16


SECTION 7.5 Governing Law.17


SECTION 7.6 Arbitration.17


SECTION 7.7 Equitable Remedies.17


SECTION 7.8 Parties in Interest.18


SECTION 7.9 Severability.18


SECTION 7.10 No Inconsistent Agreements.18


SECTION 7.11 Headings.18


SECTION 7.12 Construction; Adequate Counsel.18


SECTION 7.13 Counterparts.18


SECTION 7.14 Interpretation. 19











REGISTRATION RIGHTS AGREEMENT


This REGISTRATION RIGHTS AGREEMENT
(this "Agreement") is made and entered into as of January 13, 2005,
by and between Moscow CableCom Corp., a Delaware corporation (the
"Company"), and Columbus Nova Investments VIII Ltd., a Bahamas
company ("CNI").


WHEREAS, the parties hereto have
entered into a Series B Convertible Preferred Stock Subscription Agreement
dated August 26, 2004, as amended December 1, 2004 (the "Subscription
Agreement"), and a Series B Convertible Preferred Stock Warrant Agreement
dated as of the date hereof (the "Warrant Agreement");


WHEREAS, pursuant to the
Subscription Agreement, CNI has acquired 4,500,000 shares of Series B
Convertible Preferred Stock, par value $.01 per share of the Company
("Series B Preferred Stock"), which are currently convertible into
4,500,000 shares of Common Stock (as defined herein) of the Company; and 


WHEREAS, pursuant to the Warrant
Agreement, CNI has acquired warrants that are currently exercisable for 8,283,000
shares of Series B Preferred Stock of the Company (the "Warrants");


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.


"CNI" 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 CNI 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) shares of Common Stock and (ii) securities issued in replacement or
exchange of any shares of Common Stock; 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 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 distribution and
sale of Registrable Shares, (viii) the reasonable fees and disbursements of
counsel and accountants retained by CNI, (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" means any of a Requested
Registration or an Incidental Registration.


"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.


"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
CNI (a "Registration Request") that the Company effect a registration
under the Securities Act of all or any part of the Registrable Securities held
by CNI (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
Registrable 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.  CNI shall have the right to
terminate or withdraw any Requested Registration requested by it 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. The Registration Expenses of such terminated or
withdrawn registration shall be borne by the Company in accordance with Section
2.3 if CNI shall have terminated or withdrawn such registration (i) following a
breach by the Company of any of its covenants or obligations under this
Agreement or (ii) as a result of disagreement between CNI and the Company on
the offering price per share and underwriting discounts, if applicable, in
connection with such registration; provided, however, that if CNI terminates or
withdraws such registration other than pursuant to (i) or (ii) above, the
Registration Expenses of such terminated or withdrawn registration shall be
borne by CNI.


(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 $1,000,000 or (ii) one percent 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 CNI 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 tenth anniversary of this Agreement.


(vii)            
Allocation. The inclusion of Registrable Securities in
a Requested Registration, in addition to the Registrable Securities to be
included by CNI, 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. 


(viii)          
Price Determination. 
If CNI requests the Registration, it shall have the sole right to
determine the offering price per share and underwriting discounts, if
applicable, in connection with any resales of Registrable Securities pursuant
to this Section 2.1, after consultation with the Company and with due regard
for the Company's views relating thereto.


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 through the tenth 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)              
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 Shares pursuant to an underwriting offering in connection with
an Incidental Registration, after consultation with the Holders and due regard
for Holders' views relating thereto.  If
CNI disagrees with the Company's determination of the offering price per share,
CNI shall have the right to withdraw its Registrable Securities from  the Incidental Registration.


(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 CNI, or (b)
the conditions to closing specified in the underwriting agreement entered into
in connection with such Registration are not satisfied, other than solely by
reason of an act or omission by CNI.


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 CNI holds
any options, rights, warrants or other securities that are directly or
indirectly convertible into or exercisable or exchangeable for any Registrable
Shares, the Registrable Shares underlying such options, rights, warrants or
other securities shall be eligible for registration pursuant to this Article
II.  This includes, without limitation,
the Series B Preferred Stock and the Warrants.


SECTION 2.7  Adjustments
Affecting Registrable Securities.


  The Company
will not effect or permit to occur any combination or subdivision of securities
that would adversely affect the ability of Holders to include any Registrable
Securities in any registration of the Company's securities contemplated by this
Article II or the marketability of such Registrable Securities under any such
Registration.


ARTICLE III

REGISTRATION PROCEDURES


SECTION 3.1  Company
Obligations.


 If and
whenever the Company is required to use its 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 Holder 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 Person and
any attorney, accountant or other agent retained by such Person, all financial
and other records, pertinent corporate documents and all other information
reasonably requested in connection therewith), furnish to all Holders, the
underwriters, if any, and their respective counsel and accountants advance
draft copies of such registration statement and each prospectus included
therein or filed with the Commission at least five business days prior to the
filing thereof with the Commission, and any amendments and supplements thereto
promptly as they become available, and provide each such Person such 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 Person, 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 Actwith 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 preventing
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 CNI, in the case of a Requested
Registration or an Incidental Registration in which it participates, copies of
drafts and a final conformed version of such registration statement as proposed
to be filed and a copy of any amendment or supplement to such registration
statement or prospectus (after initial filing of the registration statement),
prior to the filing of any such registration statement, amendment, supplement
or prospectus, 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 CNI or its counsel may reasonably request;


(e)               
If requested by the underwriter or underwriters or CNI 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 CNI 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 (in each case including all exhibits), such number of copies
of the prospectus contained in such registration statement (including each
preliminary prospectus and any summary prospectus) and any other prospectus
filed under Rule 424 under the Securities Act, in conformity with the
requirements of the Securities Act, and such other documents as the purchaser
or any such 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 furnish to such Holders 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 and make available to its security holders,
as soon as reasonably practicable, an earnings statement covering the period of
at least 12 months but not more than 18 months, beginning with the first full
calendar month after the effective date of such registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder;


(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 delivered
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 CNI proposes 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 CNI
participates, the Company shall furnish CNI 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; 


(2)              
Second, if the Underwriter's Maximum Number has not yet been
reached, there shall be included in such Requested Registration that number of
Registrable 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
Registrable 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 Section
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 subject 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 (or 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 judgment 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 relates 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 CNI 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 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, including the voluntary registration of the
Common Stock under Section 12 of the Exchange Act, 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.


 All
covenants and agreements contained in this Agreement by or on behalf of either
party hereto shall bind and inure to the benefit of the respective successors
and assigns of such party hereto, whether so expressed or not, including
subsequent Holders of Registrable Securities.


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.


 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:


	
  If to CNI:

  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

  





	
  If to
  Company:

 

  Moscow
  CableCom Corp.

  405 Park
  Avenue

  Suite 1203

  New York,
  NY 10022

  Attention:
  Oliver Grace

  Facsimile:
  +1-212-888-5620

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


  Oliver R.
  Grace, Jr.

  55
  Brookville Road

  Glen Head,
  NY 11545

  Facsimile:
  +1-516-626-1204

  





Any party may change the address to which notices, requests,
demands and other communications hereunder are to be delivered by giving the
other party notice in the manner herein set forth.


SECTION 7.5  Governing Law.


  This Agreement 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 or any
other jurisdiction) that would cause the application of the Laws of any
jurisdiction other than the State of New York.


SECTION 7.6  Arbitration.


 Any dispute,
controversy or claim between the parties arising out of or relating to this
Agreement or the breach, termination or validity hereof shall be referred to
and finally resolved by arbitration in New York, New York, to the exclusion of
all other procedures, in accordance with the rules then in force of the
American Arbitration Association, which are deemed to be incorporated by
reference into this Section 7.6. In any such arbitration, three arbitrators
shall be appointed in accordance with the such rules. Where the rules of the
American Arbitration Association do not provide for a particular situation, the
arbitrators shall determine the course of action to be followed.  To the maximum extent permitted by
applicable law, the parties agree not to assert any rights to have any court
rule on a question of law affecting the arbitration or to hear any appeal from
or entertain any judicial review of the arbitral award.


SECTION 7.7  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 the other party is entitled to at law
or in equity. 


SECTION 7.8  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 7.9  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 greatest extent possible.


SECTION 7.10  No Inconsistent
Agreements.


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


SECTION 7.11  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 7.12  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 Company and CNI 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 7.13  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 7.14  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 Person 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: /s/ Andrew
O'Shea__________________


Title:     Chief
Financial Officer______________


 


COLUMBUS NOVA INVESTMENTS VIII LTD.


By:       /s/  Andrew Intrater_________________


Name: Andrew
Intrater____________________


Title:     Attorney-in-Fact___________________