REGISTRATION RIGHTS AGREEMENT Dated December 20, 2006 between MAXCOM TELECOMUNICACIONES, S.A. DE C.V., THE GUARANTORS NAMED HEREIN and MORGAN STANLEY & CO. INCORPORATEDRegistration Rights Agreement • August 30th, 2007 • Maxcom SF, S.A. De C.V. • Telephone communications (no radiotelephone) • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of December 20, 2006 among Maxcom Telecomunicaciones, S.A. de C.V., a sociedad anónima organized under the laws of Mexico (the “Company”), the Guarantors (as defined herein) and Morgan Stanley & Co. Incorporated, as representative of the Initial Purchasers (as defined herein).
MAXCOM TELECOMUNICACIONES, S.A. DE C.V. 11% SENIOR NOTES DUE 2014 PURCHASE AGREEMENTPurchase Agreement • August 30th, 2007 • Maxcom SF, S.A. De C.V. • Telephone communications (no radiotelephone) • New York
Maxcom Telecomunicaciones, S.A. de C.V. (the “Company”), a sociedad anónima de capital variable organized under the laws of the United Mexican States (“Mexico”), proposes to issue and sell to you (the “Initial Purchaser”), an aggregate of $25,000,000 principal amount of its 11% senior notes due 2014 (the “Notes”) to be issued pursuant to the provisions of an Indenture dated as of December 20, 2006 (the “Indenture”) among the Company, each of the guarantors named therein (collectively, the “Guarantors”) and Deutsche Bank Trust Company Americas, as trustee, transfer agent, registrar and principal paying agent (the “Trustee”). The payment of principal of, premium and Additional Amounts (as defined in the Indenture), if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on an unsecured senior basis jointly and severally by Maxcom Servicios Administrativos, S.A. de C.V., Outsourcing Operadora de Personal, S.A. de C.V., Técnicos Especializados en T
ENGLISH TRANSLATIONMaxcom SF, S.A. De C.V. • August 30th, 2007 • Telephone communications (no radiotelephone)
- - - ARTICLE ONE. The appearing parties hereby agree in establishing and incorporating a Business Company, fully subject to the Laws of the Mexican Republic, domiciled in Mexico, and will therefore be of Mexican nationality. The Company is to be named “OUTSOURCING, OPERADORA DE PERSONAL”, which name is to be followed by the words “SOCIEDAD ANONIMA DE CAPITAL VARIABLE”, or the abbreviation “S.A. DE C.V.”. -----------------------------------------------------------------------------------------------
