Xxxxx X. Xxxxx
c/o 00 Xxxxxxxxxx Xxxx
Xxxx Xxxx, XX 00000
August 26, 2004
Xx. Xxxx Xxxxxx
Columbus Nova Investments VIII LTD.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Transactions (the "Transactions") Contemplated by (a) the
Moscow CableCom Corp. ("MOCC")/Columbus Nova Investments VIII
LTD. ("CN") Series B Stock Subscription Agreement of even date
herewith (the "Subscription Agreement"), the Bridge Facility,
and the Term Loan Facility. (Unless otherwise defined herein,
the defined terms in the Subscription Agreement are
incorporated herein by reference.)
Dear Xxxx:
In connection with the Transactions, Xxxxx X. Xxxxx. ("Xxxxx") on the
one hand, and CN, on the other hand, (Pinto and CN being referred to herein as
the "parties" or when referring to just one of the foregoing, a "party"), for
and in receipt of good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereby agree as follows:
1. Upon the Closing of the Transactions, CN agrees that for the
later to occur of: (a) twenty-four months (24) after the
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Closing, or (b) the two Annual Meetings of the MOCC
Stockholders that are held following the Closing, CN will
support the nominations of Xxxxx X. Xxxxx ("Xxxxx") and Xxxxxx
X. Xxxxx, Xx. ("Xxxxx") as candidates for election to the MOCC
Board of Directors.
For the avoidance of doubt and for the purposes of clarity,
the intent of the parties to this Agreement is that CN will
support the nominations of Grace and Pinto (or their
substitutes as contemplated by paragraph 2 below) to serve as
directors on the Board of Directors of MOCC for the period
commencing on the Closing Date and ending on the thirty-six
month anniversary of the Closing Date.
2. In the event that either or both of Grace and/or Pinto, for
any reason, cannot serve on the MOCC Board, then you agree
that you will support the nomination(s) of the following
individuals in place of Grace and Pinto: Xxxxxxx X. Xxxxx,
Xxxxxx Xx Xxxxxxxx, Xxx Xxxxxxx, or Xxxxx X. Xxxxxxx.
3. Miscellaneous:
A. Entirety: This Agreement sets forth the entire agreement
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and understanding among the parties with respect to the
subject matter hereof.
B. Governing Law: This Agreement shall be construed in
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accordance with and governed by the laws of the State
of New York.
C. Counterparts: This Agreement may be signed in
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counterparts.
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If this Agreement is acceptable to CN, please sign in the place
provided below and send a signed copy to me.
Very truly yours,
/s/ Xxxxx X. Xxxxx
-----------------------
Xxxxx X. Xxxxx.
Accepted and Agreed by Columbus Nova Investments VIII LTD.
Columbus Nova Investments VIII LTD.
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
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Title: Managing Partner
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Dated: August 26, 2004
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