Assignment of Registration Rights and Agreement to be Bound

Exhibit 5

Assignment of Registration Rights and Agreement to be Bound

 

This Assignment and Agreement is entered into as of August 14, 2007 by and between:

 

(1) MTG Broadcasting AB with its principal office in Sweden at Skeppsbron 18, Box 2094, ▇▇-▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ (the “Assignor”); and

 

(2) MTG Russia AB with its principal office in Sweden at Skeppsbron 18, Box 2094, ▇▇-▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ (the “Assignee”).

 

WITNESSETH:

 

WHEREAS, the Assignor is transferring to the Assignee all of the shares of the common stock, $.01 par value per share, of CTC Media, Inc. (the “Company”) owned by the Assignor (the “Shares”);

 

WHEREAS, the Assignor is party to that certain Registration Rights Agreement, dated as of May 1, 2006, by and among the Company, Assignor and certain other stockholders of the Company (the “Registration Rights Agreement”), pursuant to which the Company has granted to the Assignor certain registration rights with respect to the Shares;

 

WHEREAS, Assignor desires to transfer and assign all rights under the Registration Rights Agreement to Assignee; and

 

WHEREAS, it is a condition to the Assignor’s assignment of rights under the Registration Rights Agreement that the Assignee agree to be bound by the terms of the Registration Rights Agreement;

 

NOW THEREFORE, in consideration of the premises and mutual agreements and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

 

 

 

 

 

 

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IN WITNESS WHEREOF, the undersigned have caused this Assignment and Agreement to be Bound to be executed as of the date first above written.