EX-4.7



 





Exhibit 4.7




MAXCOM TELECOMUNICACIONES, S.A. DE C.V.




REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of
        ,2007 (the “Signing Date”), between Maxcom Telecomunicaciones, S.A.B. de C.V., a public
stock corporation with variable capital (sociedad anónima bursátil de capital variable) organized
under the United Mexican States (the “Company”), the Primary Demand Rights Holders and each
of the Investors listed on the signature pages hereto.



     Certain of the parties to this Agreement are parties to a Termination Agreement of even date
herewith (the “Termination Agreement”). In order to induce the Investors to enter into the
Termination Agreement, the Company has agreed to provide the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the effectiveness of the
Termination Agreement. Unless otherwise provided in this Agreement, capitalized terms used herein
shall have the meanings set forth in Section 8 hereof.



     NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
to this Agreement hereby agree as follows:



     Section 1. Demand Registrations.



     (a) Registration Requests. Each of Nexus, Nexus Partners I, LLC and BAS Capital
Funding Corp. (“BASCFC”), as well as any transferee of at least five percent (5%) of the
Registrable Securities (as adjusted to reflect any stock splits, reverse stock-splits, stock
dividends and similar events) held by the BA Investors as of the Signing Date and designated in
writing as such by BASCFC (a “Significant BA Transferee” and collectively with Nexus, Nexus
Partners I, LLC, and BASCFC, each a “Primary Demand Rights Holder”) may, at any time and from time
to time, require that the Company take, at the Company’s expense, all requisite actions necessary
or advisable in the opinion of any Primary Demand Rights Holder to consummate Public Offerings,
each on terms and conditions acceptable to each of the Primary Demand Rights Holders and enable
each BA Investor to freely sell all (or such lesser portion as may be agreed to by such BA
Investor) of its Registrable Securities. There shall be no limit as to the number of Public
Offerings that may be required or otherwise requested by any of the Primary Demand Rights Holders
pursuant to this Section 1. At any time following the sixth anniversary of a Qualified
Public Offering and from time to time thereafter, the Grupo VAC Representative shall have the right
to require that the Company take all requisite actions necessary or advisable in the opinion of the
Grupo VAC Representative to consummate 1 (one) or more Public Offerings, on terms and conditions
acceptable to the Grupo VAC Representative and enable each Grupo VAC Investor to freely sell all
(or such lesser portion as may be agreed to by the Grupo VAC Investor) of its Registrable
Securities. At the request of any Primary Demand Rights Holder at any time following a Qualified
Public Offering (or at the request of the Grupo VAC Representative at any time following the sixth
anniversary of a Qualified Public Offering), the Company shall use its best efforts to file with
the Securities and Exchange Commission a shelf registration statement pursuant to Rule 415
promulgated under the Securities Act registering the public offer and sale of the Registrable
Securities held by the Investors. Upon receipt of a request to take action



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pursuant to this Section 1(a) (each such request, a “Registration Request”),
the Company shall take all requisite actions, at the Company’s expense, to permit the Investors to
sell, as soon as practicable, the Registrable Securities held by them pursuant to a registered
Public Offering and to enable such holders to freely Transfer their Registrable Securities in the
appropriate market as registered securities under applicable securities law, as soon as practicable
after such Registration Request.



     (b) Notice of Demand Registration Request. Within 10 (ten) business days after
receipt of a Registration Request, the Company shall give written notice thereof to each of the
other Investors (a “Registration Notice”) and, shall, subject to the terms set forth in
this Section 1 and further subject to any underwriter cut backs, include in such
registration such number of Registrable Securities held by the Investors for which the Company has
received written requests for inclusion within 15 (fifteen) business days after such Investor’s
receipt of the corresponding Registration Notice.



     (c) Priority on Demand Registrations. Each Investor shall be entitled to participate
in each Public Offering requested pursuant to this Section 1 (“Demand
Registration”) on a pro rata basis (based on the aggregate Registrable Securities requested in
writing by all Investors to be included in such Public Offering), subject to any cut backs required
by the underwriters in any underwritten offering. In addition, in connection with any secondary
offering of the Registrable Securities, the Investors will be entitled to participate in such
secondary offering prior to any other Securityholder. If a Demand Registration relates to an
underwritten offering and if the Board, Nexus and BASCFC reasonably determine, based upon the
written advice of the managing underwriter(s), that the number of Equity Securities requested to be
included in such offering exceeds the number of such securities which can be sold in such offering
without adversely affecting the marketability of the offering, the Company will include in such
registration the number and type of Registrable Securities requested by the Investors to be
included, pro rata among the Investors on the basis of the number of Registrable Securities by held
by such Investors to the extent such Investors requested in writing that such Registrable
Securities be included in such Public Offering.



     (d) Selection of Underwriters. In connection with any underwritten Public Offering,
Nexus and BASCFC shall be entitled to select the investment banker and manager of such Public
Offering (i.e., the managing underwriter). With respect to any Public Offering properly requested
by the Grupo VAC Representative, Nexus and BASCFC shall consult with the Grupo VAC Representative
with respect to the selection of the managing underwriter for such Public Offering.



     Section 2. Piggyback Registrations.



     (a) Right to Piggyback. Whenever the Company proposes to consummate a Public Offering
(other than pursuant to a Demand Registration) and the registration form to be used for such Public
Offering may be used for the registration of Registrable Securities (a “Piggyback
Registration”), the Company shall give prompt written notice to all holders of Registrable
Securities of its intention to effect such a registration (a “Piggyback Registration
Notice”) and, subject to the terms of paragraphs 2(c) and 2(d), shall include
in such registration (and in all related registrations or qualifications under blue sky laws or in
compliance with other



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registration requirements and in any related underwriting) all Registrable Securities with
respect to which the Company has received written requests for inclusion therein within 20 days
after such holders of Registrable Securities receipt of the corresponding Piggyback Registration
Notice.



     (b) Priority on Primary Registrations. If a Piggyback Registration is an underwritten
primary registration on behalf of the Company, and the managing underwriters advise the Company in
writing that in their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering without adversely affecting the
marketability of the offering, the Company shall include in such registration (i) first, the
securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be
included in such registration, pro rata among the Investors on the basis of the number of
Registrable Securities held by such Investors to the extent such Investors requested in writing
that such Registrable Securities be registered in such Piggyback Registration by each Investor, and
(iii) third, other securities requested to be included in such registration (to the extent
permitted hereby) on such basis as the Board of Directors of the Company may approve.



     (c) Priority on Secondary Registrations. If a Piggyback Registration is an
underwritten secondary registration on behalf of holders of the Company’s securities, and the
managing underwriters advise the Company in writing that in their opinion the number of securities
requested to be included in such registration exceeds the number which can be sold in such offering
without adversely affecting the marketability of the offering, the Company shall include in such
registration (i) first, the Registrable Securities requested to be included in such registration
held by the Investors, pro rata among the Investors on the basis of the number of Registrable
Securities held by such Investors to the extent such Investors requested in writing that such
Registrable Securities be registered in such Piggbyback Registration by each Investor, and (ii)
second, other securities requested to be included in such registration (to the extent permitted
hereby) on such basis as the Board of Directors of the Company may approve.



     (d) Selection of Underwriters. If any Piggyback Registration is an underwritten
offering, the selection of investment banker(s) and manager(s) for the offering must be approved by
each of Nexus, BASCFC and the holders of a majority of the Registrable Securities included in such
Piggyback Registration, which approval shall not be unreasonably withheld or delayed.



     Section 3. Holdback Agreements. If so requested by the underwriters managing any
Public Offering, (i) no Investor shall, directly or indirectly, Transfer or offer or agree to
Transfer (other than to Affiliates and/or equityholders of such Investor who agree to be similarly
bound) any Equity Securities during the 30 (thirty) days prior to and the 180-day period beginning
on the expected effective date of any registered Public Offering (other than with respect to any
securities actually being sold in such Public Offering); provided, however, that
following a Qualified Public Offering the lock-up period for any subsequent Public Offering shall
be the 30 (thirty) days prior to and the 90-day period beginning on the expected effective date of
any registered Public Offering and (ii) each Investor shall, if requested by the Company, execute a
lock-up agreement consistent with the terms of the preceding clause (i), subject to the
approval by each Primary Demand Rights Holder of the terms of such lock-up agreement. In each
case, the Company shall use its commercially reasonable efforts to notify all record



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Securityholders of the exact date of any lock-up period to which such holders are subject.
Any attempted Transfer of Equity Securities in violation of these provisions shall be null and void
ab initio and shall not be consented to or recognized or registered by the Company for any purpose.



     Section 4. Registration Procedures.



     (a) In connection with any Public Offering requested by a Primary Demand Rights Holder or the
Grupo VAC Representative, (i) the Company shall be obligated to become a public company under the
securities laws applicable to such requested Public Offering and take such additional actions as
may be requested by Nexus and/or BASCFC (or, with respect to any Public Offering properly requested
by an other Primary Demand Rights Holder or the Grupo VAC Representative, such additional actions
as may be requested by such Primary Demand Rights Holder or the Grupo VAC Representative, as the
case may be) in connection with such Public Offering or as required by applicable law to cause the
Company to become a public company (including entering into underwriting agreements in customary
form in connection with any registered Public Offering) and (ii) each of the Investors shall
cooperate fully with the Company and the Company’s underwriters and take such additional actions as
required by applicable law or as may otherwise be requested by Nexus and/or BASCFC in connection
with such Public Offering (or, with respect to any Public Offering properly requested by an other
Primary Demand Rights Holder or the Grupo VAC Representative, such additional actions as may be
requested by such Primary Demand Rights Holder or the Grupo VAC Representative, as the case may be,
in connection with such Public Offering) to cause the Company to become a public company.



     (b) The Company shall provide a transfer agent and registrar for the Equity Securities
registered pursuant to a Demand Registration or Piggyback Registration.



     (c) In connection with any Demand Registration or Piggyback Registration, Nexus and BASCFC
(and, with respect to any Public Offering properly requested by an other Priority Demand Rights
Holder or the Grupo VAC Representative, such other Priority Demand Rights Holder or the Grupo VAC
Representative, as the case may be) shall each have the right to request that any Equity Securities
(at the Company’s expense) be registered at the National Registry of Securities and Intermediaries
of the National Banking and Securities Commission of Mexico.



     (d) In connection with any Demand Registration or Piggyback Registration, the Company and the
Investors shall use their respective reasonable best efforts to cause the Company to effect the
registration of the applicable Registrable Securities and shall take all such actions to enable the
Investors to sell their Registrable Securities in a public sale, or otherwise freely Transfer their
Registrable without restrictions (other than any such restrictions required by the underwriters of
all holders of Equity Securities participating in such offering), in accordance with the Mexican
securities laws and/or, to the extent applicable, United States federal and state securities laws
and others.



     (e) In connection with each Demand Registration and Piggyback Registration, the Company shall
use its reasonable best efforts to cause (and each Investor shall use its reasonable best efforts
to cooperate with the Company to cause) (i) the CPO Investment Trust to be



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amended if and to the extent necessary or appropriate to permit or otherwise implement such
Public Offering and (ii) the CPO Trustee to take such actions as necessary or appropriate to permit
or otherwise implement such Public Offering.



     (f) In connection with each Public Offering, the Company shall, in accordance with all
applicable securities rules and regulations, (i) prepare and file with the applicable securities
regulators (including, as applicable, the U.S. Securities and Exchange Commission and the National
Registry of Securities and Intermediaries of the National Banking and Securities Commission of
Mexico) a registration statement, and all amendments and supplements thereto and related
prospectuses, with respect to the Registrable Securities being registered in such Public Offering,
(ii) use its best efforts to cause such registration statement to become effective (provided that
before filing a registration statement or prospectus or any amendments or supplements thereto, the
Company shall furnish to counsel for BASCFC and to the counsel selected by the holders of a
majority of the Registrable Securities covered by such registration statement, copies of all such
documents proposed to be filed, which documents shall be subject to the review and comment of each
such counsel), and (iii) include in any Public Offering being registered with the U.S. Securities
and Exchange Commission on Form F-2 or Form F-3 (i.e., a “short-form registration”) such additional
information as reasonably requested by any Priority Demand Rights Holder, the holders of a majority
of the Registrable Securities registered under the applicable registration statement or the
underwriters, if any, for marketing purposes, whether or not required by applicable securities
laws.



     (g) In connection with each Public Offering, the Company shall use its best efforts to cause
such Registrable Securities to be registered in such Public Offering to be registered with or
approved by all applicable Mexican and other governmental agencies and authorities as may be
necessary to enable the sellers thereof to consummate the disposition of such Registrable
Securities.



     (h) If requested by a Primary Demand Rights Holder, or the managing underwriter of a Public
Offering, the Company shall use its best efforts to obtain (i) a cold comfort letter from the
Company’s independent public accountants in customary form and covering such matters of the type
customarily covered by cold comfort letters, which letter shall be addressed to the underwriters,
and the Company shall use its best efforts to cause such cold comfort letter to also be addressed
to the holders of the Registrable Securities to be included in such Public Offering and (ii) an
opinion from the Company’s outside counsel in customary form and covering such matters of the type
customarily covered by such opinions, which opinion shall be addressed to the underwriters and the
holders of the Registrable Securities to be included in such Public Offering.



     (i) In connection with each Public Offering, the Company shall promptly notify each Primary
Demand Rights Holder of any stop order that is issued or threatened to be issued by any applicable
securities regulator or securities commission with jurisdiction over such Public Offering, as well
as take all reasonable actions required to prevent the entry of such stop order and to remove such
stop order if entered.



     (j) In connection with each Public Offering, the Company shall assist each Investor in
connection with such Public Offering and shall furnish all information (including,



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without limitation, financial information regarding the Company) which Nexus, BASCFC or such
Investor or the managing underwriters deem necessary or desirable to be included or otherwise
disclosed in any prospectus to be distributed in connection with such public sale. In furtherance
of the foregoing, the Company shall notify each Investor participating in a Public Offering,
(i) promptly after the Company receives notice thereof, of the date and time when the registration
statement for such Public Offering and each post-effective amendment thereto has become effective
or a prospectus or supplement to any prospectus relating to a registration statement has been filed
and when any registration or qualification has become effective under applicable U.S., Mexican and
local securities laws or any exemption thereunder has been obtained, (ii) promptly after the
Company’s receipt thereof, of any request by any securities regulators or securities commission for
the amendment or supplementing of such registration statement or prospectus or for additional
information, and (iii) at any time when a prospectus relating to such Public Offering is required
to be delivered under applicable securities law, of the happening of any event as a result of which
the prospectus included in such registration statement contains an untrue statement of a material
fact or omits any fact necessary to make the statements therein not misleading, and, at the request
of any Investor, the Company shall prepare a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not
contain an untrue statement of a material fact or omit to state any fact necessary to make the
statements therein not misleading.



     (k) In connection with any Demand Registration or Piggyback Registration, upon the reasonable
request of any Investor, the Company shall, at its expense, provide such Investor a reasonable
number of copies of the registration statement and prospectus relating to the registered Equity
Securities of the Company.



     Section 5. Registration Expenses.



     (a) All expenses incident to the Company’s performance of or compliance with this Agreement,
including without limitation (i) all registration, qualification and filing fees, (ii) all fees and
expenses of compliance with securities or blue sky laws, (iii) all printing expenses, messenger and
delivery expenses, (iv) all fees and disbursements of custodians, and (v) all fees and
disbursements of counsel for the Company and all independent certified public accountants,
underwriters (excluding underwriting discounts and commissions) and other Persons retained by the
Company (all such expenses being herein called “Registration Expenses”), shall be paid by
the Company. For purposes of clarification, Registration Expenses also include, without
limitation, (i) the Company’s internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties), (ii) the expense of
any annual audit or quarterly accounting review, (iii) the expense of any liability insurance and
(iv) the expenses and fees for listing the securities to be registered on each securities exchange
on which similar securities issued by the Company are then listed. Each Person that sells
securities pursuant to a Demand Registration or Piggyback Registration hereunder shall bear and pay
all underwriting discounts and commissions applicable to the securities sold for such Person’s
account.



     (b) In connection with each Demand Registration and each Piggyback Registration, the Company
shall, upon request, reimburse (i) the Primary Demand Right Holders and the BA Investors for all
fees and expenses (including, without limitation, legal fees and



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expenses) incurred by the Primary Demand Rights Holders and the BA Investors in connection
with such Demand Registration or Piggyback Registration and (ii) the holders of Registrable
Securities included in such registration for the reasonable fees and disbursements of one counsel
chosen by the holders of a majority of the Registrable Securities included in such registration.



     (c) To the extent Registration Expenses are not required to be paid by the Company, each
holder of securities included in any registration hereunder (other than any Primary Demand Rights
Holder and the BA Investors) shall pay those Registration Expenses allocable to the registration of
such holder’s securities so included, and any Registration Expenses not so allocable shall be borne
by all sellers of securities included in such registration (other than any Primary Demand Rights
Holder and the BA Investors) in proportion to the aggregate selling price of the securities to be
so registered.



     Section 6. Indemnification.



     (a) The Company agrees to indemnify, to the maximum extent permitted by law, each Indemnified
Party against all losses, claims, actions, damages, liabilities and expenses caused by any of the
following statements, omissions or violations by the Company: (i) any untrue or alleged untrue
statement of material fact contained in any registration statement, prospectus, preliminary
prospectus or Free-Writing Prospectus or any amendment thereof, addendum thereto or supplement
thereto or any omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, or (ii) any violation or alleged violation
by the Company of any applicable securities laws or any securities rule or regulation promulgated
thereunder (including, without limitation, all applicable Mexican and U.S. securities laws)
applicable to the Company and relating to action or inaction required of the Company in connection
with any such registration, qualification or compliance, and to pay to each Indemnified Party, as
incurred, any legal and any other expenses reasonably incurred in connection with investigating,
preparing or defending any such claim, loss, damage, liability or action, except insofar as the
same are caused by or contained in any information furnished in writing to the Company by such
holder expressly for use therein. In connection with an underwritten offering, the Company shall
indemnify such underwriters, their officers and directors and each Person who controls such
underwriters (within the meaning of the Securities Act) to the same extent as provided above with
respect to the indemnification of the holders of Registrable Securities.



     (b) In connection with any registration statement in which a holder of Registrable Securities
is participating, each such holder shall furnish to the Company in writing such information and
affidavits as the Company reasonably requests for use in connection with any such registration
statement or prospectus and, to the extent permitted by law, shall indemnify the Company, its
directors and officers and each Person who controls the Company (within the meaning of the
Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any
untrue or alleged untrue statement of material fact contained in the registration statement,
prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission
or alleged omission of a material fact required to be stated therein or necessary to make the
statements therein not misleading, but only to the extent that such untrue statement or omission is
specifically contained in any information or affidavit so furnished in writing by such holder;
provided that the obligation to indemnify shall be individual,



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not joint and several, for each holder and shall be limited to the net amount of proceeds
received by such holder from the sale of Registrable Securities pursuant to such registration
statement.



     (c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to
the indemnifying party of any claim with respect to which it seeks indemnification (provided that
the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder
to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such
indemnified party’s reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume
the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such
defense is assumed, the indemnifying party shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall not be unreasonably
withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to,
assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one
counsel for all parties indemnified by such indemnifying party with respect to such claim, unless
in the reasonable judgment of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such claim. In such
instance, the conflicting indemnified parties shall have a right to retain one separate counsel,
chosen by the holders of a majority of the Registrable Securities included in the registration, at
the expense of the indemnifying party. No indemnifying party, in the defense of such claim or
litigation, shall, except with the consent of each indemnified party, consent to the entry of any
judgment or enter into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from all liability in
respect to such claim or litigation.



     (d) If the indemnification provided for in this Section 6 is held by a court of
competent jurisdiction to be unavailable to an indemnified party or is otherwise unenforceable with
respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying
party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts
paid or payable by such indemnified party as a result of such loss, claim, damage, liability or
action in such proportion as is appropriate to reflect the relative fault of the indemnifying party
on the one hand and of the indemnified party on the other hand in connection with the statements or
omissions which resulted in such loss, claim, damage, liability or action as well as any other
relevant equitable considerations; provided that the maximum amount of liability in respect of such
contribution shall be limited, in the case of each seller of Registrable Securities, to an amount
equal to the net proceeds actually received by such seller from the sale of Registrable Securities
effected pursuant to such registration. The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission to state a material fact relates to
information supplied by the indemnifying party or by the indemnified party and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. The parties hereto agree that it would not be just or equitable if the
contribution pursuant to this paragraph 6(d) were to be determined by pro rata allocation
or by any other method of allocation that does not take into account such equitable considerations.
The amount paid or payable by an indemnified party as a result of the losses, claims, damages,
liabilities or expenses referred to herein shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection



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with investigating or defending against any action or claim which is the subject hereof. No
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who is not guilty of such
fraudulent misrepresentation.



     (e) The indemnification and contribution provided for under this Agreement shall remain in
full force and effect regardless of any investigation made by or on behalf of the indemnified party
or any officer, director or controlling Person of such indemnified party and shall survive any
transfer of securities.



     (f) No indemnifying party shall, except with the consent of the indemnified party, consent to
the entry of any judgment or enter into any settlement that does not include as an unconditional
term thereof giving by the claimant or plaintiff to such indemnified party of a release from all
liability in respect to such claim or litigation.



     Section 7. Participation in Underwritten Registrations. No Person may participate in
any registration hereunder which is underwritten unless such Person (i) agrees to sell such
Person’s securities on the basis provided in any underwriting arrangements approved by the Person
or Persons entitled hereunder to approve such arrangements (including pursuant to any
over-allotment or “green shoe” option requested by the underwriters, provided that no holder of
Registrable Securities shall be required to sell more than the number of Registrable Securities
such holder has requested to include) and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required under the terms of such
underwriting arrangements.



     Section 8. Definitions.



     (a) “Affiliate” of any Person means any other Person controlling, controlled by or
under common control with such particular Person, and “control” means the possession, directly or
indirectly, of the power to direct the management, policies, assets and ownerships of a Person,
whether through the ownership of voting securities, contract or otherwise.



     (b) “Aguirre Group Investors” means, collectively, Adrian Aguirre G., Maria Guadalupe
Aguirre G. and Maria Elena Aguirre G., and their respective permitted successors in interest and
Permitted Transferees.



     (c) “BA Investors” means, collectively, BankAmerica Investment Corporation,
BASCFC-Maxcom Holdings I, LLC, BAS Capital Funding Corporation, Nexus-Maxcom Holdings I, LLC,
Nexus-Banc of America Fund II, L.P., and their respective successors in interest, Permitted
Transferees and each Significant BA Transferee.



     (d) “Board” means the Company’s board of directors.



     (e) “CPO” means a certificate of participation issued to a beneficiary of the trust
established pursuant to the CPO Investment Trust Agreement.



     (f) “CPO Investment Trust” means that certain Irrevocable Investment Trust established
pursuant to the CPO Investment Trust Agreement.



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     (g) “CPO Investment Trust Agreement” means that certain Irrevocable Investment Trust
Agreement, dated as of                     , 2007, by and among the Company and the bank initially
appointed by Company as the trustee thereunder, as such agreement may be amended from time to time
thereafter pursuant to its terms and the restrictions set forth in the Company Bylaws.



     (h) “CPO Trustee” means the trustee of the CPO Investment Trust, and any
successor-in-interest thereto appointed in accordance with the applicable provisions of the CPO
Investment Trust Agreement.



     (i) “Equity Securities” means any equity securities of an issuer or debt securities of
an issuer with equity features or other securities exercisable or convertible into equity
securities of such issuer or any of its subsidiaries (including, without limitation, Options) or
any other securities of such issuer containing any profit participation features (including,
without limitation, stock appreciation rights and phantom stock).



     (j) “Family Group” with respect to a natural person, means such natural person’s
spouse, parents, siblings and descendents (whether natural or adopted) and any trust solely for the
benefit of such natural person and/or such natural person’s spouse and/or descendents (whether
natural or adopted).



     (k) “Free Writing Prospectus” means a free-writing prospectus, as defined in Rule 405
of the Securities Act.



     (l) “Grupo VAC Investors” means Eduardo Vázquez Arroyo Carstens, Gabriel Agustín
Vázquez Arroyo Carstens, Alina Georgina Carstens de Vázquez Arroyo, Telereunión International, S.A.
de C.V., Controladora Profesional Regiomontana, S.A. de C.V., and their respective successors in
interest and Permitted Transferees.



     (m) “Grupo VAC Representative” means Eduardo Vázquez Arroyo Carstens so long as he is
a Grupo VAC Investor, and thereafter, such person as designated in writing to the Company by the
Grupo VAC Investors holding a plurality of all Registrable Securities held of record by the Grupo
VAC Investors.



     (n) “Indemnified Party” means each holder of Registrable Securities, such holder’s
Affiliates, Qualified Affiliates and each other Person who controls such holder (within the meaning
of the Securities Act), as well as their respective officers, directors and employees.



     (o) “Investors” means the Aguirre Group Investors, BA Investors and the Grupo VAC
Investors



     (p) “Nexus” means, collectively, Nexus-Maxcom Holdings I, LLC and Nexus Banc of
America Fund II, L.P. (together with any successor in interest).



     (q) “Option” means a right, option or warrant to subscribe for or to purchase any
series of Shares.



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     (r) “Permitted Transferee” means (i) in the case of an individual Securityholder, such
Securityholder’s descendants and among such Securityholder’s Family Group; (ii) in the case of any
Securityholder other than BA Investors and/or Bank of America, such Securityholder’s Qualified
Affiliates; provided, however, that if such Qualified Affiliate ceases to be a Qualified Affiliate,
such Qualified Affiliate rights pursuant to this Agreement shall terminate and (iii) in the case of
the BA Investors and/or Bank of America, its Qualified Affiliates.



     (s) “Person” means an individual, a partnership, a corporation, a limited liability
company, an association, a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity or any department, agency or political subdivision thereof.



     (t) “Public Offering” means the consummation of a public offering (whether a primary
or a secondary offering) registered under the Mexican securities laws, rules and regulations or the
Securities Act of Shares, CPOs, certificates of participation, American depositary receipts or
other similar securities representing an economic ownership interest in Shares.



     (u) “Qualified Affiliate” of any Person means (i) any other Person 90% or more of
whose equity and other voting securities are beneficially owned by such Person or (ii) any other
Person who beneficially owns 90% or more of the equity and other voting securities of such Person
(it being understood that, notwithstanding the foregoing, each of the BA Investors, Nexus Partners
I, LLC (and any private equity fund managed by Nexus Partners I, LLC) and any Affiliate of Bank of
America in which Bank of America holds, directly or indirectly, at least a majority of the economic
interests thereof shall be deemed to be Qualified Affiliates of one another).



     (v) “Qualified Public Offering” means a Public Offering that yields aggregate net
proceeds to the Company of at least U.S.$50,000,000 (fifty million U.S. dollars).



     (w) “Registrable Securities” means any Shares (or certificates of participation,
American Depositary Receipts or other similar securities representing an economic ownership
interest in Shares) held by an Investor. As to any particular Registrable Securities, such
securities shall cease to be Registrable Securities when they have been distributed to the public
pursuant to a Public Offering or sold to the public through a broker, dealer or market maker in
compliance with Rule 144 under the Securities Act (or any similar rule then in force). For purposes
of this Agreement, a Person shall be deemed to be a holder of Registrable Securities, and the
Registrable Securities shall be deemed to be in existence, whenever such Person has the right to
acquire directly or indirectly such Registrable Securities (upon conversion or exercise in
connection with a transfer of securities or otherwise, but disregarding any restrictions or
limitations upon the exercise of such right), whether or not such acquisition has actually been
effected, and such Person shall be entitled to exercise the rights of a holder of Registrable
Securities hereunder.



     (x) “Securities Act” means the Securities Act of 1933, as amended.



     (y) “Securityholder” means any shareholder of the Company.



11









 





     (z) “Significant BA Transferee” has the meaning set forth in Section 1.



     (aa) “Shares” means, at any given time, collectively, the (i) Company’s Series A
Shares and (ii) any subsequently authorized series or class of capital stock of the Company.



     (bb) “Transfer” means, with respect to any interest, any direct or indirect sale,
exchange, transfer, assignment, pledge or other disposition (whether with or without consideration
and whether voluntarily or involuntarily or by operation of law) of any such interest (including,
without limitation, a beneficial interest in such interest).



     Section 9. Miscellaneous.



     (a) No Inconsistent Agreements; No Other Registration Rights. The Company shall not
hereafter enter into any agreement with respect to its securities which is inconsistent with or
violates the rights granted to the holders of Registrable Securities in this Agreement. Except as
provided in this Agreement, the Company shall not grant to any Persons the right to request the
Company to register any Equity Securities of the Company, or any securities convertible or
exchangeable into or exercisable for such Equity Securities, without the prior written consent of
Bank of America.



     (b) Adjustments Affecting Registrable Securities. Unless otherwise specifically
consented to in writing by BASCFC (and, if such action or change occurs following the sixth
anniversary of a Qualified Public Offering, also consented to in writing by the Grupo VAC
Representative), the Company shall not take any action, or permit any change to occur, with respect
to its securities which would materially and adversely affect the ability of the holders of
Registrable Securities to include such Registrable Securities in a registration undertaken pursuant
to this Agreement or which would materially and adversely affect the marketability of such
Registrable Securities in any such registration (including, without limitation, effecting a stock
split or a combination of shares).



     (c) Remedies. Any Person having rights under any provision of this Agreement shall be
entitled to enforce such rights specifically (without posting a bond or other security), to recover
damages caused by reason of any breach of any provision of this Agreement and to exercise all other
rights granted by law. The parties hereto agree and acknowledge that money damages would not be an
adequate remedy for any breach of the provisions of this Agreement and that, in addition to any
other rights and remedies existing in its favor, any party hereto shall be entitled to specific
performance and/or other injunctive relief from any court of law or equity of competent
jurisdiction (without posting any bond or other security) in order to enforce or prevent violation
of the provisions of this Agreement.



     (d) Amendments and Waivers. Except as otherwise provided herein, the provisions of
this Agreement may be amended or waived only upon the prior written consent of the Company and
BASCFC so long as the BA Investors collectively beneficially hold at least five percent (5%) of the
Registrable Securities held by the BA Investors as of the Signing Date (as adjusted to reflect any
stock splits, reverse stock-splits, stock dividends and similar events). At any time that the BA
Investors no longer beneficially holds, at least five percent (5%) of the Registrable Securities
owned by the BASCFC Investors as of the Signing Date (as adjusted to



12









 







reflect any stock splits, reverse stock-splits, stock dividends and similar events), then this
Agreement may thereafter be amended or waived only upon the prior written consent of the Company
and the holders of a majority of the Registrable Securities. The failure of any party to enforce
any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions
and shall not affect the right of such party thereafter to enforce each and every provision of this
Agreement in accordance with its terms. Notwithstanding anything herein to the contrary, in the
event of a liquidation or dissolution of Nexus-Banc of America Fund II, L.P., all of the rights of
Nexus hereunder shall be allocated to BASCFC and BASCFC may, without the consent of any other party
hereto, amend this agreement, in its sole discretion, to assign and allocate the rights and
obligations of Nexus hereunder that would otherwise be allocated to BASCFC to one or more
Significant BA Transferees. At such time as Nexus has been dissolved or liquidated and BASCFC no
longer holds any Registrable Securities, any rights that BASCFC may then hold hereunder shall be
assigned to Nexus Partners I, LLC if Nexus Partners I, LLC then still holds any Registrable
Securities.



     (e) Successors and Assigns. All covenants and agreements in this Agreement by or on
behalf of any of the parties hereto shall bind and inure to the benefit of the respective
successors and assigns of the parties hereto whether so expressed or not. In addition, whether or
not any express assignment has been made, the provisions of this Agreement which are for the
benefit of the Investors are also for the benefit of, and enforceable by, any Permitted Transferee.



     (f) Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall
be ineffective only to the extent of such prohibition or invalidity, without invalidating the
remainder of this Agreement.



     (g) Counterparts. This Agreement may be executed simultaneously in two or more
counterparts, any one of which need not contain the signatures of more than one party, but all such
counterparts taken together shall constitute one and the same Agreement.



     (h) Descriptive Headings. The descriptive headings of this Agreement are inserted for
convenience only and do not constitute a part of this Agreement.



     (i) Governing Law. THIS AGREEMENT, ITS INTERPRETATION AND ENFORCEABILITY AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE INTERNAL LAWS (AND NOT THE LAWS OF CONFLICT) OF THE STATE OF ILLINOIS, UNITED
STATES OF AMERICA. Any legal action or proceeding to enforce the obligation of any party to
resolve any dispute in accordance with Section 9(j) or to enforce an order or award made
pursuant to an arbitration under Section 9(j) may be brought in (i) the courts of the State
of Illinois, United States of America, (ii) the courts of the United States for the Northern
District of Illinois, or (iii) the courts of the corporate domicile of each party hereto,
including, without limitation ,the courts of Mexico, D.F. and, by execution and delivery of this
Agreement, each party hereby irrevocably accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of each of the aforesaid courts. The Company, each
Existing Securityholders and each Additional Securityholders not resident in or organized



13









 







under the laws of the United States each hereby irrevocably appoints CT Corporation (the
“Process Agent”) (a process agent service company located in the United States at 208 S.
LaSalle Street, Chicago, Illinois, 60604), as its authorized agent for service of process in any
such court and notice under this Agreement and agrees to maintain such appointment for so long as
any Investor owns any Securities and to further evidence such appointment in an escritura pública
executed before a notary public in Mexico and hereby waives any right to which it be entitled on
account of its place of residence or domicile. The Company shall pay all expenses in connection
with such appointment of CT Corporation as the Company’s and such Existing Securityholder’s and
Additional Securityholder’s agent. Each party hereby further irrevocably waives any claim that any
such courts lack jurisdiction over such party or that service of process or venue is improper, and
agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement
brought in any of the aforesaid courts, that any such court lacks jurisdiction over such party or
that venue or service of process is improper or that the action has been brought in an inconvenient
forum. Nothing herein shall affect the right of any Investor to serve process in any other manner
permitted by law.



     (j) Arbitration. If any dispute or claim arises out of this Agreement, or as to the
rights and liabilities of the parties hereunder, or as to the breach or invalidity hereof, or in
connection with the construction of this Agreement, including any dispute, claim or difference as
to whether an issue can be arbitrated, the parties shall settle such dispute exclusively by binding
arbitration by an arbitrator appointed by the International Chamber of Commerce in accordance with
the rules of the International Chamber of Commerce in New York City in effect as of the date of
commencement of the arbitration. The arbitration shall be commenced by the delivery of written
notice by the party seeking arbitration to the other parties to the dispute, shall be held in New
York City, New York, unless the parties mutually agree to have the arbitration held elsewhere,
shall be conducted solely in the English language, shall utilize the English versions of all of the
Transaction Agreements, the Company Bylaws, and this Agreement and judgment upon the award made
therein may be entered by any court having jurisdiction there over; provided,
however, that nothing contained in this Section 9(j) shall be construed to limit or
preclude a party from bringing any action in any court of competent jurisdiction in the United
States or Mexico solely for the purpose of enforcing any final judgment or award made pursuant to
an arbitration under this Section 9(j) or enforcing the obligation of any other party
hereto to resolve any dispute in accordance with this Section 9(j). Notwithstanding
anything to the contrary in this Agreement, the unsuccessful party in any such arbitration
proceeding shall pay to the successful parties all costs and expenses incurred by the successful
party in connection with such arbitration proceeding, including all costs and expenses of outside
counsel and all reasonable costs and expenses of their advisers.



     (k) Governing Language. This Agreement has been negotiated and executed by the parties
hereto in English. A Spanish translation of this Agreement has been prepared solely for
convenience. As among the Company and the Securityholders, in the event of any inconsistency
between or among the non-English and the English versions of this Agreement and any other
Transaction Agreement or this Agreement, the provisions of the English version shall prevail.



     (l) Acknowledgment re Kirkland & Ellis LLP. Maxcom, Nexus, BASCFC, Bankamerica
Investment Corporation and certain other of the BA Investors have retained



14









 







Kirkland & Ellis LLP in connection with this Agreement and may in the future retain Kirkland &
Ellis LLP in connection with the matters contemplated by this Agreement. Each of the other
Securityholder understands that Kirkland & Ellis LLP is not representing and shall not be deemed to
be representing any of such other Securityholder in connection with this Agreement or other matters
contemplated by this Agreement unless and until (i) specifically requested by such other
Securityholder and agreed to by Kirkland & Ellis LLP, and (ii) such other Securityholder signs a
written retention and conflict waiver letter provided by Kirkland & Ellis LLP.



     (m) Notices. All notices, demands or other communications to be given or delivered
under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to
have been given (i) when delivered personally to the recipient, (ii) when sent by confirmed
electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on
the next business day; provided that such notice under this clause (ii) shall not be effective
unless within one business day of the notice a copy of such notice is dispatched to the recipient
by first class mail, return receipt requested, or reputable overnight courier service (charges
prepaid), (iii) one business day after it is sent to the recipient by reputable overnight courier
service (charges prepaid) or (iv) five days after it is mailed to the recipient by first class
mail, return receipt requested. Such notices, demands and other communications shall be sent to
the Company at the address specified below and to any holder of Registrable Securities as of the
date hereof to the address set forth under such Person’s signature on the signature pages hereto
and to any other party subject to this Agreement at such address as indicated by the Company’s
records, or at such address or to the attention of such other Person as the recipient party has
specified by prior written notice to the sending party. Any party may change its address for
receipt of notice by providing sending prior written notice of the change to the sending party.


C. Guillermo Gonzalez Camarena No. 2000, Penthouse

Col. Centro de Ciudad Santa Fe

C.P. 01210 Mexico, D.F.

Attention: Chief Financial Officer

With a copy to: General Counsel

Telecopy: 52-55-5147-8655



or to such other address or to the attention of such other person as the recipient party has
specified by prior written notice to the sending party.




* * * * *





15









 








     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 	 	 
	 	 	MAXCOM TELECOMUNICACIONES, S.A. de C.V.	 	 
	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Its:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	 	 	C. Guillermo Gonzalez Camarena No. 2000, Penthouse	 	 
	 	 	Col. Centro de Ciudad Santa Fe	 	 
	 	 	C.P. 01210 Mexico, D.F.	 	 
	 	 	Telecopy: 52-55-5147-8655	 	 
	 	 	Attention: Chief Executive Officer	 	 
	 	 	With a copy to: General Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	With an additional copy to:	 	 
	 
	 	 	 	 	 	 
	 	 	Nexus-Banc of America Fund II, L.P.	 	 
	 	 	c/o Nexus Partners I, LLC	 	 
	 	 	400 Skokie Boulevard — Suite 265	 	 
	 	 	Northbrook, Illinois 60062, U.S.A.	 	 
	 	 	Telecopy: (847) 480-4409	 	 
	 	 	Attention: Jacques Gliksberg	 	 






Signature Page to

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	 	 	NEXUS PARTNERS I, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Its:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	 	 	400 Skokie Boulevard — Suite 265	 	 
	 	 	Northbrook, IL 60062	 	 
	 	 	Telecopy: (847) 480-4409	 	 
	 	 	Attention: Jacques Gliksberg	 	 
	 
	 	 	 	 	 	 
	 	 	BANKAMERICA INVESTMENT CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Its:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	 	 	c/o Nexus Partners LLC	 	 
	 	 	400 Skokie Boulevard — Suite 265	 	 
	 	 	Northbrook, IL 60062	 	 
	 	 	Telecopy: (847) 480-4409	 	 
	 	 	Attention: Jacques Gliksberg	 	 
	 
	 	 	 	 	 	 
	 	 	BAS CAPITAL FUNDING CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Its:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	 	 	c/o Nexus Partners LLC	 	 
	 	 	400 Skokie Boulevard — Suite 265	 	 
	 	 	Northbrook, IL 60062	 	 
	 	 	Telecopy: (847) 480-4409	 	 
	 	 	Attention: Jacques Gliksberg	 	 






Signature Page to

Registration Rights Agreement





 











 





	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	BASCFC-MAXCOM HOLDINGS I, LLC	 	 
	 
	 	 	 	 	 	 
	 	 	By: BAS Capital Funding Corporation	 	 
	 	 	Its: Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Its:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	 	 	c/o BAS Capital Funding Corporation	 	 
	 	 	c/o Nexus Partners LLC	 	 
	 	 	400 Skokie Boulevard — Suite 265	 	 
	 	 	Northbrook, IL 60062	 	 
	 	 	Telecopy: (847) 480-4409	 	 
	 	 	Attention: Jacques Gliksberg	 	 
	 
	 	 	 	 	 	 
	 	 	NEXUS-MAXCOM HOLDINGS I, LLC	 	 
	 
	 	 	 	 	 	 
	 	 	By: Nexus-Banc of America Fund II, L.P.	 	 
	 	 	Its: Manager	 	 
	 
	 	 	 	 	 	 
	 	 	By: Nexus Partners II, L.P.	 	 
	 	 	Its: General Partner	 	 
	 
	 	 	 	 	 	 
	 	 	By: Nexus Partners I, LLC	 	 
	 	 	Its: General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jacques Gliksberg	 	 
	 	 	Its: Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 	 	c/o Nexus Partners I, LLC	 	 
	 	 	400 Skokie Boulevard — Suite 265	 	 
	 	 	Northbrook, IL 60062	 	 
	 	 	Telecopy: (847) 480-4409	 	 
	 	 	Attention: Jacques Gliksberg	 	 






Signature Page to

Registration Rights Agreement




 









 








	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	NEXUS-BANC OF AMERICA FUND II, L.P.,	 	 
	 
	 	 	 	 	 	 
	 	 	By: Nexus Partners II, L.P.	 	 
	 	 	Its: General Partner	 	 
	 
	 	 	 	 	 	 
	 	 	By: Nexus Partners I, LLC	 	 
	 	 	Its: General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jacques Gliksberg	 	 
	 	 	Its: Manager	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	 	 	c/o Nexus Partners I, LLC	 	 
	 	 	400 Skokie Boulevard — Suite 265	 	 
	 	 	Northbrook, IL 60062	 	 
	 	 	Telecopy: (847) 480-4409	 	 
	 	 	Attention: Jacques Gliksberg	 	 






Signature Page to

Registration Rights Agreement




 









 








	 	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	Adrian Aguirre G.	 	 
	 

	 	Address:	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Maria Guadalupe Aguirre G.	 	 
	 

	 	Address:	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Maria Elena Aguirre G.	 	 
	 

	 	Address:	 	 






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Registration Rights Agreement




 









 








	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Eduardo Vázquez Arroyo Carstens	 	 
	 

	 	Address:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Gabriel Agustín Vázquez Arroyo Carstens	 	 
	 

	 	Address:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Alina Georgina Carstens de Vázquez Arroyo	 	 
	 

	 	Address:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TELEREUNIÓN INTERNATIONAL, S.A. DE C.V.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Its:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CONTROLADORA PROFESIONAL REGIOMONTANA, S.A. DE C.V.,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Its:	 	 	 	 






Signature Page to

Registration Rights Agreement