CTC Media (CTCM)

3.3           Earn Out Payments

                In addition to the Purchase Price, the Purchase shall pay to the Sellers the 2008 Earn Out Payment, the 2009 Earn Out Payment and the 2010 Earn Out Payment (collectively, the “Earn Out Payments”), which payments shall be calculated in accordance with Article 3.5(b).   Each Earn Out Payment shall be made by the Purchaser, subject to the adjustments provided herein, to the Sellers pro rata based on their respective ownership levels in the Company immediately prior to Completion. The Earn Out Payments shall be paid as follows:

(a)           The Purchaser will pay the 2008 Earn Out Payment, which shall be equal to the Ruble Equivalent of US$ 2,000,000 (two million) less the deductions and adjustments set out in Article 3.5(b), within 10 working days from the date of

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3.3           Earn Out Payments

In addition to the Purchase Price, the Purchaser shall pay to the Sellers the 2008 Earn Out Payment, the 2009 Earn Out Payment and the 2010 Earn Out Payment (collectively, the “Earn Out Payments”), which payments shall be calculated in accordance with Article 3.5(b).   Each Earn Out Payment shall be made by the Purchaser, subject to the adjustments provided herein, to the Sellers pro rata based on their respective ownership levels in the Company immediately prior to Completion.

The Earn Out Payments shall be paid as follows:

(a)           The Purchaser will pay the 2008 Earn Out Payment, which shall be equal to the Ruble Equivalent of US$ 11,000,000 (eleven million) less the deductions and adjustments set out in Article 3.5(b)(i), within 10 working days from the date of filing of CTC Media’s 2008 annual report on Form 10-K with the SEC, but not later than March 31, 2009, provided that a Performance Report for 2008 has been signed by the Purchaser and the Seller Representative. If the Purchaser fails to sign the Performance Report without stating a reason for such failure by March 20, 2009 then such Performance Report shall be deemed signed by the Purchaser;

(b)           The Purchaser will pay the 2009 Earn Out Payment, which shall be equal to the Ruble Equivalent of US$ 9,000,000 (nine million) less the deductions and adjustments set out in Article 3.5(b)(ii), within 10 working days from the date of filing of CTC Media’s 2009 annual report on Form 10-K with the SEC, but not later than March 31, 2010, provided that a Performance Report for 2009 has been signed by the Purchaser and the Seller Representative. If the Purchaser fails to sign the Performance Report without stating a reason for such failure by March 20, 2010 then such Performance Report shall be deemed signed by the Purchaser; and

(c)           The Purchaser will pay the 2010 Earn Out Payment, which shall be equal to the Ruble Equivalent of US$ 9,000,000 (nine million) less the deductions and adjustments set out in Article 3.5(b)(iii), within 10 working days from the date of filing of CTC Media’s 2010 annual report on Form 10-K with the SEC, but not later than March 31, 2011, provided that a Performance Report for 2010 has been signed by the Purchaser and the Seller Representative. If the Purchaser fails to sign the Performance Report without stating a reason for such failure by March 20, 2011 then such Performance Report shall be deemed signed by the Purchaser;

provided, however, if at any time before the payment of the 2010 Earn Out Payment in 2011, CTC Media is no longer required to file an annual report (on

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3.3           Earn Out Payments

In addition to the Purchase Price, the
Purchaser shall pay to the Sellers the 2008 Earn Out Payment, the 2009 Earn Out
Payment and the 2010 Earn Out Payment (collectively, the “Earn Out Payments”),
which payments shall be calculated in accordance with Article 3.5(b).   Each Earn Out Payment shall be made by the
Purchaser, subject to the adjustments provided herein, to the Sellers pro rata
based on their respective ownership levels in the Company immediately prior to
Completion.

The Earn Out Payments shall be paid as
follows:

(a)           The Purchaser will pay the 2008 Earn Out Payment, which
shall be equal to the Ruble Equivalent of US$ 11,000,000 (eleven million) less
the deductions and adjustments set out in Article 3.5(b)(i), within 10
working days from the date of filing of CTC Media’s 2008 annual report on Form 10-K
with the SEC, but not later than March 31, 2009, provided that a
Performance Report for 2008 has been signed by the Purchaser and the Seller
Representative. If the Purchaser fails to sign the Performance Report without stating a reason
for such failure by March 20, 2009 then such Performance Report shall be
deemed signed by the Purchaser;

(b)           The Purchaser will pay the 2009 Earn Out Payment, which
shall be equal to the Ruble Equivalent of US$ 9,000,000 (nine million) less the
deductions and adjustments set out in Article 3.5(b)(ii), within 10
working days from the date of filing of CTC Media’s 2009 annual report on Form 10-K
with the SEC, but not later than March 31, 2010, provided that a
Performance Report for 2009 has been signed by the Purchaser and the Seller
Representative. If the Purchaser fails to sign the Performance Report without stating a reason
for such failure by March 20, 2010 then such Performance Report shall be
deemed signed by the Purchaser; and

(c)           The Purchaser will pay the 2010 Earn Out Payment, which
shall be equal to the Ruble Equivalent of US$ 9,000,000 (nine million) less the
deductions and adjustments set out in Article 3.5(b)(iii), within 10
working days from the date of filing of CTC Media’s 2010 annual report on Form 10-K
with the SEC, but not later than March 31, 2011, provided that a
Performance Report for 2010 has been signed by the Purchaser and the Seller
Representative. If the Purchaser fails to sign the Performance Report without stating a reason
for such failure by March 20, 2011 then such Performance Report shall be
deemed signed by the Purchaser;

provided, however,
if at any time before the payment of the 2010 Earn Out Payment in 2011, CTC
Media is no longer required to file an annual report (on

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