Andersen Group Inc Sample Contracts

EXHIBIT 4.5 ANDERSEN GROUP INDIVIDUAL RETIREMENT PLAN TRUST AGREEMENT (For Company Stock Fund) Table of Contents
Trust Agreement • December 18th, 1997 • Andersen Group Inc • Dental equipment & supplies
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E-5
Asset Purchase Agreement • May 29th, 1998 • Andersen Group Inc • Electric lighting & wiring equipment • Connecticut
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Securities Purchase Agreement • May 29th, 1998 • Andersen Group Inc • Electric lighting & wiring equipment
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Amendment Agreement • May 29th, 1998 • Andersen Group Inc • Electric lighting & wiring equipment • Connecticut
EXHIBIT 4.4 TRUST AGREEMENT
Trust Agreement • December 18th, 1997 • Andersen Group Inc • Dental equipment & supplies • New York
Annex B REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 4th, 2004 • Moscow Cablecom Corp • Cable & other pay television services • New York

This Registration Rights Agreement (the "Agreement") is made and entered into as of May 23, 2003 among Andersen Group, Inc., a Delaware corporation (the "Company"), and Moskovskaya Telecommunikatsionnaya Corporatsiya, an open joint stock company organized under the laws of the Russian Federation ("COMCOR").

VOTING AGREEMENT
Voting Agreement • March 4th, 2004 • Moscow Cablecom Corp • Cable & other pay television services • New York

THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of February 23, 2004, by and among Moskovskaya Telecommunikatsionnaya Corporatsiya, an open joint stock company organized under the laws of the Russian Federation ("COMCOR"), Oliver Grace, Jr. ("Grace") and Francis E. Baker ("Baker") (Grace and Baker, collectively, the "Stockholders" and, individually, a "Stockholder") and Andersen Group, Inc., a Delaware corporation ("AGI") (AGI, COMCOR and the Stockholders are collectively referred to as the "Parties" and each individually, a "Party").

STOCK SUBSCRIPTION AGREEMENT BETWEEN ANDERSEN GROUP, INC. AND MOSKOVSKAYA TELECOMMUNIKATSIONNAYA CORPORATSIYA
Stock Subscription Agreement • March 4th, 2004 • Moscow Cablecom Corp • Cable & other pay television services • New York
REGISTRATION RIGHTS AGREEMENT by and between MOSCOW CABLECOM CORP. and the SHAREHOLDERS Dated September 21, 2006
Registration Rights Agreement • November 29th, 2006 • Moscow Cablecom Corp • Cable & other pay television services • New York

This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of September 21, 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").

Annex D AMENDED AND RESTATED STOCK EXCHANGE AGREEMENT
Stock Exchange Agreement • October 14th, 2003 • Andersen Group Inc • Cable & other pay television services • New York

Amended and Restated Stock Exchange Agreement (this "Agreement") entered into effective as of June 12, 2002, as amended July 14, 2003, by and among Andersen Group, Inc., a Delaware corporation ("AGI"), and the stockholders (the "Transferors") of ABC Moscow Broadband Communication Ltd. (the "Company"), a limited liability company organized under the laws of the Republic of Cyprus whose names are set forth on the signature pages hereof.

SERIES B CONVERTIBLE PREFERRED STOCK SUBSCRIPTION AGREEMENT by and between MOSCOW CABLECOM CORP. and COLUMBUS NOVA INVESTMENTS VIII LTD. Dated August 26, 2004
Convertible Preferred Stock Subscription Agreement • December 3rd, 2004 • Moscow Cablecom Corp • Cable & other pay television services • New York

SERIES B CONVERTIBLE PREFERRED STOCK SUBSCRIPTION AGREEMENT, dated August 26, 2004, by and between Moscow CableCom Corp., a Delaware corporation (the "Company"), and Columbus Nova Investments VIII Ltd., a Bahamas company (the "Purchaser").

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 29th, 2006 • Moscow Cablecom Corp • Cable & other pay television services • New York
TERMINATION AGREEMENT
Termination Agreement • December 3rd, 2004 • Moscow Cablecom Corp • Cable & other pay television services • New York

This TERMINATION AGREEMENT(the "Agreement") is made and entered into as of August 26, 2004, by and among Moskovskaya Telecommunikationnaya Corporatsiya, an open joint stock company organized under the laws of the Russian Federation ("COMCOR"), Oliver Grace, Jr. ("Grace"), and Francis E. Baker ("Baker", and together with COMCOR and Grace, the "Stockholders" and each individually a "Stockholder") and Moscow CableCom Corp. (formerly known as Andersen Group Inc.), a Delaware corporation (the "Company") (the Company and the Stockholders are together referred to in this Agreement as the "Parties" and each individually as a "Party").

Andersen Group Inc. 405 Park Avenue, Suite 1202 New York, NY 10022
Letter Agreement • March 4th, 2004 • Moscow Cablecom Corp • Cable & other pay television services

This letter agreement (hereinafter this "Letter Agreement") is being delivered to you in connection with the transactions contemplated by the Agreement and amends the Agreement to the extent set forth below. All capitalized terms herein that are not otherwise defined shall have the respective meanings set forth in the Agreement, which is incorporated herein by reference.

SUBSCRIPTION AGREEMENT
Subscription Agreement • October 25th, 2006 • Moscow Cablecom Corp • Cable & other pay television services • New York
AMENDMENT NO. 3 TO SERIES B CONVERTIBLE PREFERRED STOCK SUBSCRIPTION AGREEMENT
Subscription Agreement • November 29th, 2006 • Moscow Cablecom Corp • Cable & other pay television services • New York

This AMENDMENT NO. 3 (this "Amendment") with respect to the Series B Convertible Preferred Stock Subscription Agreement (the "Subscription Agreement"), dated August 26, 2004 and amended on May 5, 2006 and on December 1, 2004, between Moscow CableCom Corp. (formerly known as Andersen Group Inc.), a Delaware corporation (the "Company"), and Renova Media Enterprises Ltd. (formerly known as Columbus Nova Investments VIII Ltd.), a Bahamas company ("RME" and, together with the Company, collectively the "Parties" and each individually a "Party"), is made and entered into by the Parties as of September 21, 2006. Capitalized terms used and not otherwise defined shall have the meanings ascribed to them in the Agreement.

AGREEMENT TO WAIVE COMPLIANCE WITH REPRESENTATIONS AND WARRANTIES
Waive Compliance • November 29th, 2006 • Moscow Cablecom Corp • Cable & other pay television services

AGREEMENT, dated September 21, 2006, between Moscow CableCom Corp., a Delaware corporation (the “Company”), and each of the parties executing a counterpart of this Agreement (the “Investors”).

Contract
Moscow Cablecom Corp • February 23rd, 2007 • Cable & other pay television services • New York

THIS CONTINUING UNCONDITIONAL GUARANTY IS SUBORDINATED IN ALL RESPECTS TO THE INDEBTEDNESS, LIABILITIES AND OBLIGATIONS OWING BY THE GUARANTOR ARISING UNDER OR IN CONNECTION WITH THAT CERTAIN FACILITY AGREEMENT DATED AS OF AUGUST 26, 2004, AS AMENDED FROM TIME TO TIME (THE “FACILITY AGREEMENT”), AND MAY BE COLLECTED AND ENFORCED ONLY IN ACCORDANCE WITH THE TERMS OF THE SUBORDINATION AGREEMENT, DATED AS OF FEBRUARY 21, 2007, BY AND AMONG THE LENDER, AS DEFINED BELOW, AND THE AGENT UNDER THE FACILITY AGREEMENT (THE “SUBORDINATION AGREEMENT”).

AMENDMENT NO. 2 TO SERIES B CONVERTIBLE PREFERRED STOCK SUBSCRIPTION AGREEMENT
Subscription Agreement • October 25th, 2006 • Moscow Cablecom Corp • Cable & other pay television services • New York

This AMENDMENT NO. 2 (this "Amendment") with respect to the Series B Convertible Preferred Stock Subscription Agreement (the "Agreement"), dated August 26, 2004 and amended on December 1, 2004, between Moscow CableCom Corp. (formerly known as Andersen Group Inc.), a Delaware corporation (the "Company"), and Renova Media Enterprises Ltd. (formerly known as Columbus Nova Investments VIII Ltd.), a Bahamas company ("RME" and, together with the Company, collectively the "Parties" and each individually a "Party"), is made and entered into by the Parties as of May 5, 2006. Capitalized terms used and not otherwise defined shall have the meanings ascribed to them in the Agreement.

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WARRANT AGREEMENT by and between MOSCOW CABLECOM CORP. and COLUMBUS NOVA INVESTMENTS VIII LTD. Dated January 13, 2005
Warrant Agreement • January 18th, 2005 • Moscow Cablecom Corp • Cable & other pay television services • New York
EMPLOYMENT AGREEMENT
Employment Agreement • January 18th, 2005 • Moscow Cablecom Corp • Cable & other pay television services • New York

This Employment Agreement (this "Agreement"), dated as of January 13, 2005, is entered into by and among Moscow CableCom Corp., a Delaware corporation (the "Company"), and Donald Miller-Jones ("Executive").

AMENDMENT
Stock Subscription Agreement • October 8th, 2004 • Moscow Cablecom Corp • Cable & other pay television services • New York

This AMENDMENT (the "Amendment") with respect to the Stock Subscription Agreement (the "Agreement") signed in May 2003, effective April 1, 2003, between Moscow CableCom Corp. (formerly known as Andersen Group Inc.), a Delaware corporation (the "Company"), and Moskovskaya Telecommunikationnaya Corporatsiya(COMCOR), an open joint stock company organized under the laws of the Russian Federation ("COMCOR" and together with the Company, the "Parties" and each individually a "Party"), as amended by the First Letter Agreement dated February 23, 2004 (the "First Letter Agreement"), and the Second Letter Agreement dated February 23, 2004 (the "Second Letter Agreement"), is made and entered into by the Parties as of August 26, 2004. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

AMENDMENT NO. 1 TO SERIES B CONVERTIBLE PREFERRED STOCK SUBSCRIPTION AGREEMENT
Preferred Stock Subscription Agreement • January 18th, 2005 • Moscow Cablecom Corp • Cable & other pay television services • New York

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 1, 2004. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

Irrevocable Waiver
Moscow Cablecom Corp • January 18th, 2005 • Cable & other pay television services

Reference is made to (i) the Series B Convertible Preferred Stock Subscription Agreement between Moscow CableCom Corp. ("MOCC") and Columbus Nova Investments VIII Ltd. ("CN") dated August 26, 2004, as amended (the "Subscription Agreement"), (ii) the Shareholders Agreement between CN and Moskovskaya Telecommunikatsionnaya Corporatsiya ("COMCOR") dated August 26, 2004 (the "Shareholders Agreement"), and (iii) the $28.5 million Facility Agreement by and among MOCC, ZAO ComCor-TV, Columbus Nova DF Limited (formerly known as Amatola Enterprises Limited) and other parties, as amended (the "Term Loan Agreement"). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Subscription Agreement.

DATED 21 FEBRUARY, 2007
Subordination Agreement • February 23rd, 2007 • Moscow Cablecom Corp • Cable & other pay television services • New York
SEVERANCE AGREEMENT
Severance Agreement • July 13th, 2005 • Moscow Cablecom Corp • Cable & other pay television services • Delaware

This Severance Agreement ("Agreement") is entered into between Donald Miller-Jones (the “Executive”) and Moscow CableCom Corp. (the “Company”) on the dates indicated below.

MOSCOW CABLECOM CORP. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • August 16th, 2005 • Moscow Cablecom Corp • Cable & other pay television services • Delaware

This agreement (the “Agreement”) made this 15th day of August, 2005 between Moscow CableCom Corp., a Delaware corporation (hereinafter called the “Corporation”), and Mikhail Smirnov (hereinafter called the “Grantee”).

EMPLOYMENT AGREEMENT
Employment Agreement • July 13th, 2005 • Moscow Cablecom Corp • Cable & other pay television services

THIS AGREEMENT is made this 7th day of July 2005 by and between Moscow CableCom Corp. (formerly known as Andersen Group, Inc.), a Delaware corporation (the “Company”) with its principal place of business at 590 Madison Avenue, New York, New York 10022 and Andrew M. O’Shea (the “Employee”) with an address at 104 Wren Drive, Suffield, Connecticut 06078.

Moscow CableCom Corp. EMPLOYMENT AGREEMENT
Employment Agreement • August 16th, 2005 • Moscow Cablecom Corp • Cable & other pay television services • Delaware

This Employment Agreement (this “Agreement”), dated as of August 15, 2005, is entered into by and among Moscow CableCom Corp., a Delaware corporation (the “Company”), and Mikhail Smirnov (“Executive”).

CONSULTING AGREEMENT
Consulting Agreement • October 15th, 2004 • Moscow Cablecom Corp • Cable & other pay television services • Moscow

THIS CONSULTING AGREEMENT (the "Agreement") is made this 11th day of May 2004 by and between Moscow CableCom Corp. (f/k/a Andersen Group, Inc.), a Delaware corporation, (the "Company"), with its principal place of business at 405 Park Avenue, Suite 1203, New York, New York, 10022 and Francis E. Baker (the "Consultant") with an address at 5 Waterside Crossing, Windsor, CT 06095.

TERMINATION AGREEMENT
Termination Agreement • May 29th, 2003 • Andersen Group Inc • Cable & other pay television services • New York

This Termination Agreement (this "Agreement") entered into as of May 23, 2003, by and between Andersen Group, Inc., a Delaware corporation ("AGI"), and Asinio Commercial Limited, a limited liability company organized under the laws of Cyprus ("ACL"). ACL and AGI are referred to herein each, as a "Party" and collectively, as the "Parties."

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