0000939101-06-000003 Sample Contracts

REGISTRATION RIGHTS AGREEMENT by and between MOSCOW CABLECOM CORP. and the SHAREHOLDERS Dated May 18, 2006
Registration Rights Agreement • June 7th, 2006 • Grace Oliver R Jr • Cable & other pay television services • New York

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").

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SUBSCRIPTION AGREEMENT
Subscription Agreement • June 7th, 2006 • Grace Oliver R Jr • Cable & other pay television services • New York

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”).

FORM OF IRREVOCABLE PROXY AND POWER OF ATTORNEY
Grace Oliver R Jr • June 7th, 2006 • Cable & other pay television services

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.

IRREVOCABLE PROXY AND POWER OF ATTORNEY
Grace Oliver R Jr • June 7th, 2006 • Cable & other pay television services
IRREVOCABLE PROXY AND POWER OF ATTORNEY
Proxy and Power of Attorney • June 7th, 2006 • Grace Oliver R Jr • Cable & other pay television services

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.

AMENDMENT NO. 1 TO SERIES B CONVERTIBLE PREFERRED STOCK SUBSCRIPTION AGREEMENT
Subscription Agreement • June 7th, 2006 • Grace Oliver R Jr • 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 2, 2004. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

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