REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement

You are currently viewing:

This Registration Rights Agreement involves

MOSCOW CABLECOM CORP

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: REGISTRATION RIGHTS AGREEMENT
Governing Law: New York Date: 10/25/2006
Law Firm: Porzio Bromberg

REGISTRATION RIGHTS AGREEMENT

by and between

MOSCOW CABLECOM CORP.

and the

SHAREHOLDERS

Dated May 18, 2006

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

ARTICLE II REGISTRATION

SECTION 2.1 Requested Registration

SECTION 2.2 Incidental Registrations

SECTION 2.3 Expenses

SECTION 2.4 Effective Registration Statement

SECTION 2.5 Jurisdictional Limitations

SECTION 2.6 Conversion of Other Securities.

ARTICLE III REGISTRATION PROCEDURES

SECTION 3.1 Company Obligations

SECTION 3.2 Holder Obligations

ARTICLE IV UNDERWRITTEN OFFERINGS

SECTION 4.1 Underwritten Offerings

SECTION 4.2 Holdback Agreements

ARTICLE V INDEMNIFICATION AND CONTRIBUTION

SECTION 5.1 Indemnification

SECTION 5.2 Contribution

ARTICLE VI COMPANY COVENANTS

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

SECTION 6.2 Other Registration Rights

ARTICLE VII MISCELLANEOUS

SECTION 7.1 Amendments and Waivers

SECTION 7.2 Successors and Assigns

SECTION 7.3 Entire Agreement.

SECTION 7.4 Notices

SECTION 7.5 Governing Law Jurisdiction; Venue; Arbitration

SECTION 7.6 Equitable Remedies

SECTION 7.7 Parties in Interest

SECTION 7.8 Severability

SECTION 7.9 No Inconsistent Agreements

SECTION 7.10 Headings

SECTION 7.11 Construction; Adequate Counsel

SECTION 7.12 Counterparts

SECTION 7.13 Interpretation

REGISTRATION RIGHTS AGREEMENT

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

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

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

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

ARTICLE I

DEFINITIONS

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

" Agreement " has the meaning specified in the preface.

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

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

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

" Company " has the meaning specified in the preface.

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

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

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

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

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

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

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

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

" Registration Expenses " means all expenses incurred by the Company incident to the Company's performance of or compliance with this Agreement in connection with each Registration, regardless of whether such registration statement is declared effective, including without limitation (i) all registration, filing, listing and National Association of Securities Dealers, Inc. fees, (ii) all fees and expenses of complying with securities or blue sky laws, (iii) all word processing, duplicating and printing expenses, (iv) all messenger and delivery expenses, (v) any transfer taxes, (vi) the fees and expenses of the Company's legal counsel and independent public accountants, including the expenses of any "comfort" letters, (vii) all expenses incurred in connection with making "roadshow" presentations and holding meetings with potential investors to facilitate the 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

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

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

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

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

"Shareholders" has the meaning specified in the preface.

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

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

ARTICLE II

REGISTRATION

SECTION 2.1 Requested Registration .

(a)

Request for Registration . Subject to Section 2.1(b), if at any time following the first anniversary of this Agreement the Company shall receive a written request from any Shareholders (a "Registration Request") that the Company effect a registration under the Securities Act of all or any part of the Registrable Securities held by the Shareholders (a "Requested Registration") in accordance with the terms of this Section 2.1, then the Company shall use its best efforts to effect the registration under the Securities Act (and any related qualification under blue sky laws or other compliance) of the offering and sale of such Registrable Securities within 90 days after receipt of the Registration Request. The Company may also include in any Requested Registration other securities of the Company offered for the account of the Company or any other Person, including 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. 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 Limitation . The Company shall not be obligated to effect a Requested Registration unless such registration involves the greater of (i) an aggregate offering price of $10,000,000 or (ii) one percent (1%) of the Common Stock issued or outstanding as of the date of such Registration Request.

(ii)

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

(iii)

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

(iv)

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

(v)

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

(vi)

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

(vii)

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

(c)

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

SECTION 2.2 Incidental Registrations .

(a)

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

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

(b)

(c)

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

SECTION 2.3 Expenses .

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

SECTION 2.4 Effective Registration Statement .

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

SECTION 2.5 Jurisdictional Limitations .

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

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

SECTION 2.6 Conversion of Other Securities.

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

ARTICLE III

REGISTRATION PROCEDURES

SECTION 3.1 Company Obligations .

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

(a)

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

(b)

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

(c)

Promptly prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement, until the earlier of such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement or the expiration of 180 days after such registration statement becomes effective (such period of 180 days to be extended one day for each day or portion thereof during such period that such registration statement is subject to any stop order suspending the effectiveness of the registration statement, any order suspending or 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 each Significant Shareholder, in the case of a Requested Registration or an Incidental Registration in which it participates, advance copies of such registration statement and each prospectus included therein or filed with the Commission not more than five business days following the filing thereof with the Commission, and make the Company's representatives available for discussion of such document and in good faith consider such changes in such document prior to the filing thereof as each Significant Shareholder or its counsel may reasonably request;

(e)

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

(f)

Immediately notify when or if any registration statement, amendment, supplement or prospectus has been filed and furnish to Holders that participate in such Registration, without charge to such Holders, such number of conformed copies of such registration statement and each such amendment and supplement thereto, such number of copies of the prospectus contained in such registration statement and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as the Holder may reasonably request;

(g)

Use its best efforts to register or qualify all Registrable Securities covered by such registration statement under the United States state securities or blue sky laws of such jurisdictions as any Holder that participates in such Registration reasonably requests, keep such registratio

SITE SEARCH

AGREEMENTS / CONTRACTS

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates