EXHIBIT 4.5 ANDERSEN GROUP INDIVIDUAL RETIREMENT PLAN TRUST AGREEMENT (For Company Stock Fund) Table of ContentsTrust Agreement • December 18th, 1997 • Andersen Group Inc • Dental equipment & supplies
E-5Asset Purchase Agreement • May 29th, 1998 • Andersen Group Inc • Electric lighting & wiring equipment • Connecticut
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT THIS AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (this "Amendment No. 2") is made as of October 30, 1995, by and among Phoenix Shannon p.l.c., an Irish public limited company (the "Purchaser"), The J.M. Ney...Asset Purchase Agreement • December 13th, 1995 • Andersen Group Inc • Dental equipment & supplies • Connecticut
2) The fifty percent (50%) reduced payment made by CAE as set forth in subsection a above shall be applied towards the aggregate reduction of Two Hundred Thousand Dollars ($200,000.00), referenced at subsection b.1) above. 3) Paragraph 4.2(c) of the...Settlement Agreement • May 25th, 1999 • Andersen Group Inc • Electric lighting & wiring equipment • Connecticut
EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") effective as of January 11, 1999, between ANDERSEN GROUP, INC., a Delaware Corporation, (the "Employer") with offices at 515 Madison Avenue, Suite 2000, New York, New York, 10022 and PETER R....Employment Agreement • May 25th, 1999 • Andersen Group Inc • Electric lighting & wiring equipment • New York
E-4Securities Purchase Agreement • May 29th, 1998 • Andersen Group Inc • Electric lighting & wiring equipment
E-6Amendment Agreement • May 29th, 1998 • Andersen Group Inc • Electric lighting & wiring equipment • Connecticut
EXHIBIT 4.4 TRUST AGREEMENTTrust Agreement • December 18th, 1997 • Andersen Group Inc • Dental equipment & supplies • New York
Annex B REGISTRATION RIGHTS AGREEMENTRegistration 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 AGREEMENTVoting 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 CORPORATSIYAStock 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, 2006Registration 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 AGREEMENTStock 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, 2004Convertible 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 AGREEMENTSubscription Agreement • November 29th, 2006 • Moscow Cablecom Corp • Cable & other pay television services • New York
TERMINATION AGREEMENTTermination 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 10022Letter 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 AGREEMENTSubscription Agreement • October 25th, 2006 • Moscow Cablecom Corp • Cable & other pay television services • New York
AMENDMENT NO. 3 TO SERIES B CONVERTIBLE PREFERRED STOCK SUBSCRIPTION AGREEMENTSubscription 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 WARRANTIESWaive 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”).
ContractMoscow 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 AGREEMENTSubscription 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.
WARRANT AGREEMENT by and between MOSCOW CABLECOM CORP. and COLUMBUS NOVA INVESTMENTS VIII LTD. Dated January 13, 2005Warrant Agreement • January 18th, 2005 • Moscow Cablecom Corp • Cable & other pay television services • New York
LEASE AGREEMENT BETWEEN J.M. NEY COMPANY, AS LANDLORD, AND DERINGER MFG. COMPANY, AS TENANT, FOR PREMISES LOCATED AT 2 Douglas Street Ney Industrial Park Bloomfield, Connecticut 06002Lease Agreement • April 5th, 2002 • Andersen Group Inc • Electric lighting & wiring equipment • Connecticut
EMPLOYMENT AGREEMENTEmployment 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").
AMENDMENTStock 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 AGREEMENTPreferred 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 WaiverMoscow 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, 2007Subordination Agreement • February 23rd, 2007 • Moscow Cablecom Corp • Cable & other pay television services • New York
SEVERANCE AGREEMENTSeverance 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 AGREEMENTNon-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 AGREEMENTEmployment 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 AGREEMENTEmployment 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 AGREEMENTConsulting 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 AGREEMENTTermination 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."
