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Exh. 10.3 Form of Registration Rights Agreement

This is an actual contract by Moscow Cablecom.

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Sectors: Telecommunications
Governing Law: New York, View New York State Laws
Effective Date: September 21, 2006
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REGISTRATION RIGHTS AGREEMENT








by and between




MOSCOW CABLECOM CORP.




and the




SHAREHOLDERS








Dated September 21, 2006






TABLE OF CONTENTSnone




Pagenone



ARTICLE I DEFINITIONS none







ARTICLE II REGISTRATION none







SECTION 2.1 Requested Registration none







SECTION 2.2 Incidental Registrations none







SECTION 2.3 Expenses none







SECTION 2.4 Effective Registration Statement none







SECTION 2.5 Jurisdictional Limitations none







SECTION 2.6 Conversion of Other Securities. none







ARTICLE III REGISTRATION PROCEDURES none







SECTION 3.1 Company Obligations none







SECTION 3.2 Holder Obligations none







ARTICLE IV UNDERWRITTEN OFFERINGS none



10



SECTION 4.1 Underwritten Offerings none



10



SECTION 4.2 Holdback Agreements none



13



ARTICLE V INDEMNIFICATION AND CONTRIBUTION none



13



SECTION 5.1 Indemnification none



13



SECTION 5.2 Contribution none



15



ARTICLE VI COMPANY COVENANTS none



16



SECTION 6.1 Covenants Relating to Rule 144; Reports Under Exchange Act none



16



SECTION 6.2 Other Registration Rights none



17



ARTICLE VII MISCELLANEOUS none



17



SECTION 7.1 Amendments and Waivers none



17



SECTION 7.2 Successors and Assigns none



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SECTION 7.3 Entire Agreement. none



17



SECTION 7.4 Notices none



17



SECTION 7.5 Governing Law Jurisdiction; Venue; Arbitration none



18



SECTION 7.6 Equitable Remedies none



19



SECTION 7.7 Parties in Interest none



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SECTION 7.8 Severability none



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SECTION 7.9 No Inconsistent Agreements none



20



SECTION 7.10 Headings none



20



SECTION 7.11 Construction; Adequate Counsel none



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SECTION 7.12 Counterparts none



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SECTION 7.13 Interpretation none



21




EXHIBIT A LIST OF SHAREHOLDERS




1






REGISTRATION RIGHTS AGREEMENT






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").




WHEREAS, each of the Shareholders has entered into a Subscription Agreement with the Company dated September 21, 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 September 21, 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 refere nce 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 I1c1c




1c 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.







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" 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 distribution 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




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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 II1c1c




1c REGISTRATION1c




SECTION 2.1 Requested Registration1c1c.




(a)



Request for Registrationnone . 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 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




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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 this 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 Limitationnone . 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 Registrationsnone . The Company shall only be obligated to effect one Requested Registration hereunder in any six month (calendar) period.




(iii)



Prior Registration Limitationnone . 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 Limitationnone . 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 Limitationnone . 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.




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(vi)



Terminationnone . 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)



Allocationnone . 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 Determinationnone . 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 pa rticipating, 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 such Shareholder shall have the right to withdraw its Registrable Securities from the Requested Registration.




SECTION 2.2 Incidental Registrations1c1c.




(a)



Incidental Registrationnone . 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 of 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




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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 Determinationnone . 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 underwritten offering in connection with an Incidental Registration, after consultation with the Holders and due regard for Holders' views relating thereto. If the Shareholders disagree with the Company's determination of the offering price per share, the Shareholders shall have the right to withdraw their Registrable Securities from the Incidental Registration.




(c)



Effect of Incidental Registrationnone . No Incidental Registration effected by the Company shall relieve the Company from its obligations to effect any Requested Registration.1c




SECTION 2.3 Expenses1c1c.




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.1c




SECTION 2.4 Effective Registration Statement1c1c.




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 Registration are not satisfied, other than solely by reason of an act or omission by the Shareholders.1c




SECTION 2.5 Jurisdictional Limitations1c1c.




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




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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.1c




SECTION 2.6 Conversion of Other Securities.1c1c




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.1c








ARTICLE III1c1c




1c REGISTRATION PROCEDURES1c




SECTION 3.1 Company Obligations1c1c.




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 ef
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