MAXCOM USA, INC.
A Delaware Corporation
Section 1. Registered Office . The registered office of the corporation in the State of Delaware shall be
located at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of the
corporation’s registered agent at such address shall be The Corporation Trust Company. The registered office
and/or registered agent of the corporation may be changed from time to time by action of the board of directors.
Section 2. Other Offices . The corporation may also have offices at such other places, both within and
without the State of Delaware, as the board of directors may from time to time determine or the business of the
corporation may require.
MEETINGS OF STOCKHOLDERS
Section 1. Place and Time of Meetings . An annual meeting of the stockholders shall be held each year within
one hundred twenty (120) days after the close of the immediately preceding fiscal year of the corporation for the
purpose of electing directors and conducting such other proper business as may come before the meeting. The
date, time and place of the annual meeting shall be determined by the president of the corporation; provided, that
if the president does not act, the board of directors shall determine the date, time and place of such meeting.
Section 2. Special Meetings . Special meetings of stockholders may be called for any purpose and may be
held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in
a duly executed waiver of notice thereof. Such meetings may be called at any time by the board of directors, the
president or the holders of shares entitled to cast not less than a majority of the votes at the meeting.
Section 3. Place of Meetings . The board of directors may designate any place, either within or without the
State of Delaware, as the place of meeting for any annual meeting or for any spe