UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 35)

América Móvil, S.A.B. de C.V. (the “Issuer”)

(Name of Issuer)

American Depositary Shares (“L Share ADSs”), each representing 20 Series L Shares (“L Shares”)

American Depositary Shares (“A Share ADSs”), each representing 20 Series A Shares (“A Shares”)

(Title of Class of Securities)

02364W105 for L Share ADSs¹

02364W204 for A Share ADSs²

(CUSIP Number)

Raúl Humberto Zepeda Ruíz
Paseo de las Palmas No. 750-7

Colonia Lomas de Chapultepec,

México 11000, Distrito Federal
(5255) 5625-4900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 27, 2014

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

(Continued on the following pages)
(Page 1 of 23 Pages)

¹ CUSIP number is for the L Share ADSs only. No CUSIP number exists for the underlying L Shares since such shares are not traded in the United States.

² CUSIP number is for the A Share ADSs only. No CUSIP number exists for the underlying A Shares since such shares are not traded in the United States.

Item 1. Security and Issuer.

This Amendment No. 35 (the “Thirty-Fifth Amendment”) amends the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on March 8, 2001, as subsequently amended (the “Schedule 13D”), by the Reporting Persons (as defined below), with respect to the American Depositary Shares (“L Share ADSs”), each representing 20 Series L Shares (“L Shares”), and the American Depositary Shares (“A Share ADSs”), each representing 20 Series A Shares (“A Shares”), of América Móvil, S.A.B. de C.V. (the “Issuer” or “AMX”). Capitalized terms used but not otherwise defined in this Thirty-Fifth Amendment have the meanings ascribed to such terms in the Schedule 13D, as amended.

Item 3. Source and Amount of Funds or Other Consideration.

Following the filing of Amendment No. 34 (the “Thrity-Fourth Amendment”) to the Schedule 13D filed with the Commission on February 20, 2014, the Reporting Persons acquired AA Shares and L Shares pursuant to the terms of a purchase agreement by and among Inmobiliaria Carso and its subsidiary Control Empresarial de Capitales, S.A. de C.V., (“Control Empresarial de Capitales” and together with Inmobiliaria Carso, the “Buyers”) and AT&T International, Inc. (“AT&T” or “Seller”), with the participation of the Issuer, dated as of June 27, 2014 (the “Purchase Agreement”).

Pursuant to the terms of the Purchase Agreement, Inmobiliaria Carso purchased, directly and through its subsidiary, Control Empresarial de Capitales, 5,739,341,928 AA Shares and 72,822,656 L Shares for an aggregate combined purchase price of $5,495,919,896.06 for the AA Shares and $69,727,693.12 for the L Shares. The funds were obtained from the resources of Inmobiliaria Carso and Control Empresarial de Capitales.

Item 4. Purpose of Transaction.

On February 28, 2011, Banco Inbursa, S.A. Institución de Banca Múltiple, Grupo Financiero Inbursa, División Fiduciaria (“Inbursa”) acting as trustee under Trust F/1046, Inbursa acting as trustee under the Control Trust and AT&T entered into a shareholder agreement (the “Shareholder Agreement”). The Shareholder Agreement was filed as an exhibit to Amendment No. 3 to the schedule 13G filed by AT&T and its parent, AT&T Inc. with the Commission on March 1, 2011 in respect of their ownership in equity shares of the Issuer and also incorporated by reference to Amendment No. 3 to the Schedule 13D, dated March 1, 2011. Inbursa, acting as trustee under the Control Trust, assigned the rights of first offer obtained pursuant to the Shareholder Agreement to the Buyers through an assignment agreement, dated June 24, 2014, executed in connection with the Purchase Agreement. The Shareholder Agreement was terminated on June 30, 2014, immediately prior to the execution of the Purchase Agreement pursuant to the termination agreement of Shareholder Agreement.

Under the terms of the Purchase Agreement, the Buyers are obligated to pay $4,495,519,896.06 to the Seller as an initial payment for the purchase of the AA Shares and a single payment of $69,727,693.12 for purchase of the L Shares on June 30, 2014 (the “Closing Date”). The Buyers are obligated to pay the balance of the purchase price, $1,000,500,000.00 ( the “Outstanding Purchase Price”) less any partial payments made after the Closing Date, no later than 60 days after the Closing Date. The closing of the purchase by the Buyers of the AA Shares and L Shares is subject to the closing conditions set forth in the Purchase Agreement.

For the purpose of guaranteeing and securing payment in full of the Outstanding Purchase Price, the Buyers and the Seller have also entered into a pledge agreement (the “Pledge Agreement”), which will be effective as of the Closing Date and will remain in effect until the full Outstanding Purchase Price has been paid. The Pledge Agreement creates a securities pledge (prensa bursatil) over 1,044,386,423 AA Shares in favor of the Seller pursuant to the provisions of article 204 of the Securities Market Law (Ley del Mercado de Valores). Under the Pledge Agreement, a propotional amount of AA Shares are to be released from time to time for prepayments of the Outstanding Purchase Price on a $0.958 per AA Share basis.

Item 5. Interest in Securities of the Issuer.

(a) The Reporting Persons have the following interests in A Shares and L Shares:

(b) Because members of the Slim Family beneficially own a majority of the outstanding voting equity securities of AMX, GFI and Inmobiliaria Carso, members of the Slim Family may be deemed to share the power to vote or dispose of, or to direct the voting or disposition of, any A Shares or L Shares owned by such persons (including those beneficially owned by the Telmex Trust, the Telnor Trust, Fundación Telmex, Fundación Carlos Slim and Instituto Carlos Slim de la Salud). Because a board, or in the case of the trusts, a technical committee, the majority of whose members are members or designees of members of the Slim Family or employees of one of the Reporting Persons that may be deemed to be controlled by the Slim Family, makes investment decisions for each of Fundación Telmex, Fundación Carlos Slim, Instituto Carlos Slim de la Salud, the Telmex Trust, the Telnor Trust and the Control Trust, members of the Slim Family may be deemed to share the power to vote or dispose of, or to direct the voting or disposition of, any A Shares or L Shares owned by Fundación Telmex, Fundación Carlos Slim, Instituto Carlos Slim de la Salud, the Telmex Trust, the Telnor Trust and the Control Trust. Except as otherwise disclosed herein, none of the Reporting Persons shares voting or disposition power with respect to any of the A Shares or L Shares owned by the Reporting Persons.

(c) All transactions in A Shares and L Shares, other than as contemplated by the Purchase Agreement, effected by the Reporting Persons during the period beginning 60 days prior to the event which requires the filing of this statement are listed in Schedule II.

(d) Because members of the Slim Family beneficially own a majority of the outstanding voting equity securities of GFI and Inmobiliaria Carso, such members of the Slim Family may be deemed to have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, any A Shares or L Shares owned by such persons. Because a board, or in the case of the trusts, a technical committee, the majority of whose members are members or designees of members of the Slim Family or employees of one of the Reporting Persons that may be deemed to be controlled by the Slim Family, makes investment decisions for each of Fundación Telmex, Fundación Carlos Slim, Instituto Carlos Slim de la Salud, the Telmex Trust, the Telnor Trust and the Control Trust, members of the Slim Family may be deemed to have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, any A Shares or L Shares owned by Fundación Telmex, Fundación Carlos Slim, Instituto Carlos Slim de la Salud, the Telmex Trust, the Telnor Trust and the Control Trust. Except as otherwise disclosed herein, no person other than the Reporting Persons has or will have any right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, any A Shares or L Shares owned by the Reporting Persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Other than as disclosed in Amendment No. 24 to the Schedule 13D filed with the Commission on July 15, 2011 and as described in Item 4 above, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between such persons and any person with respect to A Shares or L Shares.

Item 7. Material to be Filed as Exhibits.

Telmex Trust

Exhibit No.

SIGNATURE

After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SCHEDULE II

For the period beginning 60 days prior to the event which requires the filing of this statement, the Reporting Persons set forth below effected the following transactions in L Shares on the Mexican Stock Exchange. The prices below reflect the price paid (in US$ based upon the Exchange Rate published by the Banco de México on the trade date) by the purchasers per L Share on the relevant trade date.

L Shares

Exhibit 99.1

[Execution Version]

PURCHASE AGREEMENT

dated as of 

June 27, 2014

among

INMOBILIARIA CARSO, S.A. DE C.V.

CONTROL EMPRESARIAL DE CAPITALES, S.A. DE C.V.

and

AT&T INTERNATIONAL, INC.

WITH THE PARTICIPATION OF AMÉRICA MÓVIL S.A.B. DE C.V.

TABLE OF CONTENTS

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PURCHASE AGREEMENT

PURCHASE AGREEMENT (this “Agreement”) dated as of June 27, 2014 among Inmobiliaria Carso, S.A. de C.V., a sociedad anónima de capital variable duly organized under the laws of the United Mexican States, (“Inmobiliaria”), Control Empresarial de Capitales S.A. de C.V., a sociedad anónima de capital variable duly organized under the laws of the United Mexican States (“Controles” and, together with Inmobiliaria, “Buyers”), and AT&T International, Inc., a Delaware corporation (“Seller”), with the participation of América Móvil, S.A.B. de C.V. a sociedad anónima bursátil de capital variable duly organized under the laws of the United Mexican States (the “Company”).

W I T N E S S E T H :

WHEREAS, Seller is the beneficial owner of 72,822,656 shares of Series L of the issued and outstanding capital stock of the Company (the “L Shares”) and 5,739,341,928 shares of Series AA of the issued and outstanding capital stock of the Company (the “AA Shares”) as further described in this Agreement;

WHEREAS, Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa, División Fiduciaria, acting as trustee under Trust F/0126 , assigned the rights of first offer under the Shareholder Agreement, fifty per cent (50%) to each of its Affiliates identified herein as Buyers under certain assignment agreement dated as of June 24, 2014 pursuant to the Assignment Agreement attached as Exhibit F (the “Assignment Agreement”).

WHEREAS, this Agreement constitutes the Transfer Notice (as defined in the Shareholder Agreement) and the Acceptance Notice (as defined in the Shareholder Agreement) for purposes of the Shareholder Agreement with respect to AA Shares;

WHEREAS, immediately prior to the execution hereof, the Termination Agreement of Shareholders Agreement in the form of Exhibit D was executed and delivered; and

WHEREAS, Seller desires to sell the Shares to Buyers, and Buyers desire to purchase the Shares from Seller, on the date hereof, upon the terms hereinafter set forth.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions. As used herein, the following terms have the following meanings:

“AA Shares” shall have the meaning set forth in the recitals hereto.

“AA Shares Purchase Price” shall have the meaning set forth in Section 2.01.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person. For the purposes of this definition, the terms “control”, “controlling”, “controlled by” and “under common control with”, as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. For purposes of this Agreement, Affiliate with respect of the Company shall refer only to wholly owned subsidiaries of the Company.

“Agreement” shall have the meaning set forth in the preamble hereto.

“Assignment Agreement” shall have the meaning set forth in the recitals hereto.

“Bankruptcy and Equity Exception” shall have the meaning set forth in Section 3.02.

“Broker” means Inversora Bursátil, S.A. de C.V. Casa de Bolsa, Grupo Financiero Inbursa.

“Business Day” means any day (excluding Saturday or Sunday) on which banks are not required or permitted to be closed in New York, New York or Mexico City, Mexico.

“Buyers” shall have the meaning set forth in the preamble hereto.

“Closing” shall have the meaning set forth in Section 2.01.

“Closing Date” shall have the meaning set forth in Section 2.02.

“Collateral Shares” means, from the Closing Date until the Outstanding Purchase Price has been paid in full, 1,044,386,423 AA Shares as released from time to time for prepayments of the Outstanding Purchase Price on a $0.958 per AA Share basis.

“Company” shall have the meaning set forth in the preamble hereto.

“Controles” shall have the meaning set forth in the preamble hereto.

“Early Purchase Price Amount” means the product of (x) an amount paid by Buyers to Seller in respect of the Outstanding Purchase Price after the Closing Date and (y) the product of (A) the quotient obtained by dividing (I) the number of days that such payment is made prior to the Post Closing Payment Date by (II) 360 and (B) .003.

“Governmental Authority” means any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity, including the Mexican Federal Telecommunications Institute (Instituto Federal de Telecomunicaciones), the Mexican Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) and/or any other authority and/or any political subdivision thereof, whether in the United Mexican States, the United States of America, supranational or other.

“ICC Rules” shall have the meaning set forth in Section 7.05(b).

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“Inbursa” means Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa, División Fiduciaria, in its capacity as trustee under the Trust Agreement.

“Initial Payment” shall have the meaning set forth in Section 2.02.

“Inmobiliaria” shall have the meaning set forth in the preamble hereto.

“Institute” means the Mexican Federal Telecommunications Institute.

“Institute Notice” shall have the meaning set forth in Section 5.03.

“Law” means federal, state, local or foreign laws, statutes or ordinances, common law, or any rules, regulations, standards, judgments, orders, writs, injunctions, decrees, arbitration awards and agency requirements.

“L Shares” shall have the meaning set forth in the recitals hereto.

“L Shares Purchase Price” shall have the meaning set forth in Section 2.01.

“Lien” means, with respect to the Shares, any lien, pledge, charge, security interest, security trust, encumbrance, attachment or other adverse claim of any kind in respect of the Shares.

“Mexico Business Day” means any day (excluding Saturday or Sunday) on which banks are not required or permitted to be closed in Mexico City, Mexico.

“Outstanding Purchase Price” means, on any given date, an amount equal to (a) the sum of the AA Shares Purchase Price and the L Shares Purchase Price minus (b) the sum of the payments received by Seller under Sections 2.02 and 2.04 as of such date minus (c) if applicable, the Early Purchase Price Amount.

“Partial Payment” shall have the meaning set forth in Section 2.04.

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a Governmental Authority.

“Pledge” means the securities pledge (prenda bursatil) over the Collateral Shares, created in favor of the Seller pursuant to the Pledge Agreement pursuant to the provisions of article 204 of the Securities Market Law (Ley del Mercado de Valores).

“Pledge Agreement” means the Securities Pledge Agreement to be executed and delivered by Buyers, Seller and Broker as administrator and executor, in the form attached hereto as Exhibit C.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Seller” shall have the meaning set forth in the preamble hereto.

“Shareholder Agreement” means the Agreement, dated February 28, 2011, between Banco Inbursa, S.A. Institución de Banca Múltiple, Grupo Financiero Inbursa, División Fiduciaria acting as trustee under Trust F/1046, Banco Inbursa, S.A. Institución de Banca Múltiple, Grupo Financiero Inbursa, División Fiduciaria acting as trustee under Trust F/0126 and Seller.

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“Shares” means, in the aggregate, the AA Shares and the L Shares.

“Tax” or “Taxes” means any and all taxes, including any interest, penalties or other additions to tax that may become payable in respect thereof, imposed by any Governmental Authority, which taxes shall include all income, profits, capital gain, alternative minimum, estimated, payroll, withholding, social security, sales, use, ad valorem, real and personal property, value added, excise, franchise, premium, gross receipts, stamp, transfer, license, net worth, and other taxes, fees, duties, levies, customs, tariffs, imposts, assessments, obligations and charges of the same or of a similar nature to any of the foregoing.

“Tax Returns” means any and all returns, reports, statements, certificates, schedules or claims for refund of or with respect to any Tax which is supplied to any Governmental Authority, including any and all attachments, amendments and supplements thereto.

“Termination Agreement of Shareholders Agreement” means the termination agreement with respect to the Shareholder Agreement in the form attached hereto as Exhibit D.

“Transfer Instructions” shall have the meaning set forth in Section 2.01.

“Transaction Documents” means this Agreement, the Pledge Agreement, the Termination of Shareholders Agreement and the Trust Termination Agreement.

“Trust Agreement” means the Irrevocable Trust Agreement identified under number F/1046 dated March 28, 2001, entered by and among Banco Internacional S.A., Departamento Fiduciario, as trustor, Inbursa, as trustee, and Seller, as beneficiary;

“Trust Termination Agreement” means the termination agreement with respect to Trust Agreement, which termination agreement shall be effective upon the payment in full of the Outstanding Purchase Price in the form attached hereto as Exhibit E.

“USD$” means the legal currency of the United States of America.

Section 1.02 Other Definitional and Interpretive Provisions. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any Person include the successors and permitted assigns of that Person.

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ARTICLE II

PURCHASE AND SALE; CLOSING

Section 2.01 Purchase and Sale of the Shares and the Closing. Upon the terms set forth in this Agreement, at the closing of the transactions contemplated by this Agreement, Seller shall sell to Buyers, and Buyers shall purchase from Seller, the Shares (the “Closing”). The purchase price for the AA Shares is USD$5,495,919,896.06 (the “AA Shares Purchase Price”), payable in immediately available funds in U.S. dollars and no amount shall be withheld in respect of any withholding Taxes, and the purchase price for the L Shares is USD$69,727,693.12 (the “L Shares Purchase Price”), payable in immediately available funds in U.S. dollars and no amount shall be withheld in respect of any withholding Taxes. Buyers shall designate the accounts with the Broker to which the Shares shall be transferred and assigned to each of Inmobiliaria and Controles (the “Transfer Instructions”, attached hereto as Exhibit A(ii)). Each of Inmobiliaria and Controles shall be transferred 50% of the L Shares and 50% of the AA Shares.

Section 2.02 The Closing. The Closing shall, subject to the satisfaction or waiver of the conditions set forth in Section 2.03, occur as soon as practicable on June 30, 2014. If the Closing does not occur on such date, then the Closing shall occur at 10:00 a.m. (Eastern time) on the first Business Day after the day on which the conditions set forth in Section 2.03 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) have been satisfied or waived, or on such other date agreed to by Seller and Buyers in writing (the “Closing Date”), at the offices of Grupo Financiero Inbursa, S.A.B. de C.V., Paseo de las Palmas 750, Piso 7, Col. Lomas de Chapultepec, 11000 México, D.F.

(a) Buyers shall jointly and severally pay and deliver or shall cause to be paid and delivered to Seller a single payment of USD$4,495,419,896.06 (the “Initial Payment”) in immediately available funds in U.S. dollars, by wire transfer to the account of Seller in the United States of America designated on Exhibit A(i), and Seller shall, in accordance with the Third Clause of the Trust Agreement, irrevocably instruct Inbursa, to sign a Purchase Agreement attached hereto as Exhibit B, which among other things, instructs the Broker as to the accounts (referred to in Exhibit A(ii)) that are to be transfered and assigned the AA Shares in favor of Inmobiliaria and Controles, as applicable (50% to each), and provides that the AA Shares Purchase Price be paid directly to Seller and not to or through Inbursa; it being understood that the Initial Payment shall constitute a partial payment in respect of the AA Shares; and

(b) Buyers shall jointly and severally pay and deliver or shall cause to be paid and delivered to Seller a single payment of the L Shares Purchase Price in immediately available funds in U.S. dollars, by wire transfer to the account in the United States of America designated on Exhibit A(i), and Seller shall instruct the Broker to transfer and assign the L Shares to the brokerage account set forth in Exhibit A(ii) by delivering the executed letter to the Broker in the form set forth on Exhibit (A)(iii) in accordance with the Transfer Instructions, it being understood that the L Shares Purchase Price is the total payment in respect of L Shares.

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Section 2.03 Conditions to Closing. The respective obligations of each party to consummate the sale of the Shares to Buyers are subject to the satisfaction or waiver of the following conditions:

(a) with respect to the obligations of each of Seller and Buyers, the Institute shall have (i) not issued a stop order and 10 Mexico Business Days shall have elapsed after the date the Institute Notice is submitted to the Institute; (ii) approved the transactions contemplated by this Agreement; or (iii) provided written notice to the Buyers that the Institute has concluded that no approval by the Institute is required with respect to the transactions contemplated by this Agreement.

(b) with respect to the obligations of Seller, (i) there shall have been delivered to Seller a certificate from an executive officer of each of Inmobiliaria and Controles, respectively, that its representations and warranties herein and in the other Transaction Documents (whether or not in effect at such time) to which it is a party are true and accurate at the Closing, (ii) the Company shall have delivered to Seller a certificate from an executive officer of the Company that its representations and warranties herein and in the other Transaction Documents (whether or not in effect at such time) to which it is a party are true and accurate at the Closing and (iii) the Termination Agreement of Shareholders Agreement shall be in full force and effect.

(c) with respect to the obligations of Buyers, Seller shall have delivered one copy, jointly, to Buyers (i) the Trust Termination Agreement shall be in full force and effect and (ii) a certificate from an executive officer of Seller that its representations and warranties herein and in the other Transaction Documents (whether or not in effect at such time) to which it is a party are true and accurate at the Closing.

Section 2.04 Post Closing Payments. By no later than the date that is 60 days after the Closing Date, Buyers shall jointly and severally deliver or cause to be delivered to Seller the amount of USD $1,000,500,000.00 in immediately available funds in U.S. dollars by wire transfer to the account in the United States of America of Seller’s designation on Exhibit (A)(i) or such subsequent account designated in writing to Buyers by Seller prior to the payment in full of the Outstanding Purchase Price. It is understood and agreed that Buyers may from time to time make partial payments of the Outstanding Purchase Price (each, a “Partial Payment”) before the end of the 60-day period referred to in this Section 2.04. If any such payment is made, the Outstanding Purchase Price shall be reduced by the Early Purchase Price Amount. Upon each Partial Payment a proportionate amount of the Collateral Shares shall cease to be Collateral Shares based on the price per Share as described in the definition of Collateral Shares. Notwithstanding anything to the contrary in the foregoing, Buyers may pre-pay the Outstanding Purchase Price at any time.

Section 2.05 Registration. At the Closing, the Shares will be registered by the Broker in the name of Inmobiliaria and Controles in the amounts in the Transfer Instructions.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyers as follows, as of the date hereof and as of the Closing that:

Section 3.01 Authorization. Seller has the corporate power and authority to enter into and perform its obligations under the Transaction Documents to which it is or will be a party. The execution, delivery and performance by Seller of the Transaction Documents to which it is or will be a party and the transactions contemplated hereby and thereby, including the sale and delivery of the Shares, have been duly authorized by Seller.

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Section 3.02 Binding Effect. Each of the Transaction Documents which has been executed, has been duly executed and delivered by Seller, and each of the Transaction Documents to which it is or will be a party constitutes, or upon execution will constitute, the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (the “Bankruptcy and Equity Exception”).

Section 3.03 Ownership of Shares. Seller is the beneficial owner of the Shares, free and clear of any Lien (other than Liens relating to the Shareholder Agreement or arising hereunder) and any other limitation or restriction (including any restriction to sell or otherwise dispose of the Shares), and is transferring and delivering to Buyers at the Closing valid title to the Shares free and clear of any Lien (other than any arising hereunder or under the Trust Agreement) and any such limitation or restriction other than those established under applicable Law and the by-laws of the Company.

Section 3.04 Taxes. Seller is resident of the United States of America and it is entitled to benefits provided in the Treaty to Avoid Double Taxation with Mexico. In order to comply with formal requirements for its capital gain not to be taxed in Mexico, it has appointed Southwestern Bell International Holdings, S.A. de C.V. as its legal representative for tax purposes who has filed on a timely basis, a written notice before the tax authority regarding that appointment and has provided Seller’s tax residency certificate issued by the U.S. Department of the Treasury during the 2014 tax year. Copies of such documents have been provided to Buyers.

Section 3.05 No Other Representations or Warranties. Except for the representations and warranties in this Article III and any other representations and warranties expressly made by Seller in the other Transaction Documents, neither Seller nor any Person on behalf of Seller makes any express or implied representation or warranty with respect to Seller or with respect to any other information provided to Buyers and the Company in connection with the transactions contemplated by this Agreement or any Transaction Document.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYERS AND THE COMPANY

Buyers jointly and severally represent and warrant, and with respect to Sections 4.01, 4.02 and 4.04 only, the Company each separately represents and warrants, to Seller as follows as of the date hereof and as of the Closing that:

Section 4.01 Authorization. Inmobiliaria, Controles, and the Company each has the power and authority to enter into and perform its respective obligations under the Transaction Documents and the Assignment Agreement, to which it is or will be a party. The execution, delivery and performance by each of Inmobiliaria, Controles and the Company of the Transaction Documents and the Assignment Agreement, to which it is or will be a party and the transactions contemplated thereby, including the purchase of the Shares and the Pledge, have been duly and validly authorized by Inmobiliaria, Controles and the Company, as applicable.

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Section 4.02 Binding Effect. Each of the Transaction Documents and the Assignment Agreement to which it is or will be a party has been, or upon execution, will be, duly executed and delivered by Inmobiliaria, Controles, and the Company (as applicable), and each of the Transaction Documents and Assignment Agreement as applicable constitutes, or upon execution will constitute, the legal, valid and binding obligations of each of Inmobiliaria, Controles, and the Company (as applicable), enforceable against each in accordance with their respective terms, except as such enforceability may be limited by the Bankruptcy and Equity Exception.

Section 4.03 Investment Intent. Each of Inmobiliaria and Controles is acquiring the Shares it is acquiring pursuant to the transactions contemplated by this Agreement for its own account and not with a view towards, or for resales in connection with, any public sale or distribution thereof within the meaning of the Securities Act except pursuant to sales registered or exempted under the Securities Act and neither Inmobiliaria nor Controles intends to effect any distribution of the Shares to or through any person or entity within the meaning of the Securities Act.

Section 4.04 No Conflict. The execution, delivery and performance by Inmobiliaria, Controles, and the Company of the Transaction Documents to which it is or will be a party does not, and the consummation of the transactions contemplated by the Transaction Documents will not, conflict with, violate or result in the breach of, any contract, agreement, instrument or Law to which Inmobiliaria, Controles, the Company or any of their respective Affiliates is a party or is subject.

Section 4.05 Solvency. At the Closing and immediately thereafter, each of Inmobiliaria and Controles is solvent and capable of paying all of the obligations under or related to this Agreement as they become due. The consummation of the transactions contemplated herein will not render either of Inmobiliaria or Controles insolvent under any applicable Laws. Each Buyer disclaims any reliance upon, and acknowledges that Seller has not made any representations or warranties about any projections or forecasts presented by the Company or any representatives on behalf of the Company or Seller.

Section 4.06 No Other Representations or Warranties. Except for the representations and warranties in this Article IV and any other representations and warranties expressly made by Buyers and/or the Company in the other Transaction Documents, neither Buyers nor the Company, nor any Person on behalf of Buyers and/or the Company makes any express or implied representation or warranty with respect to Buyers and/or the Company or with respect to any other information provided to Buyers and/or the Company in connection with the transactions contemplated by this Agreement or any Transaction Document.

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ARTICLE V

COVENANTS

Section 5.01 Tax Matters. (a) Each party shall be responsible to pay its corresponding Taxes pursuant to the applicable Laws in connection with this Agreement. Seller hereby agrees to indemnify and hold harmless each of Inmobiliaria and/or Controles and their respective Affiliates (including the Company and its Affiliates) from any and all Seller Taxes arising from or relating to (i) the transactions contemplated under this Agreement and (ii) any breach by Seller of its representation and warranty set forth in Section 3.04 and any penalties and interest arising out of any failure to pay such Taxes. Buyers or the Company, as the case may be, shall provide Seller with prompt written notice of claims which have been notified in writing to either of Buyers or the Company, with respect to Seller Taxes relating to the transactions contemplated by this Agreement. For purposes hereof, the parties agree that Seller shall be entitled to conduct and control the defense of any claim or proceeding that may be subject to or give rise to indemnification hereunder and, subject to Seller’s prior written consent (not to be unreasonably withheld or delayed, and considered in light of Seller’s control of the defense) shall indemnify each of Inmobiliaria and/or Controles and their Affiliates (including the Company and its Affiliates) for any and all reasonable and documented legal fees and expenses arising in connection with any such claims.

(b) From time to time until 60 days after the expiration of any applicable tax statute of limitation (including extensions) relating to Seller or any applicable Affiliate of Seller, following the Closing, the Company shall promptly provide to Seller following a request by Seller such information relating to Taxes relating to the fiscal years during which Seller or its Affiliates owned or held shares of the Company, as is reasonably necessary or advisable for Seller to have in connection with the preparation and filing of its and its Affiliates’ Tax Returns. All reasonable out-of-pocket costs and expenses associated with any such request(s), if any, shall be paid and/or reimbursed by Seller to the Company.

Section 5.02 Non-Solicitation. Except with the express consent of the Company, for a period of 18 months following the Closing Date, Seller and each Affiliate of Seller controlled by AT&T Inc. shall not, directly or indirectly employ or solicit for employment any employee of the Company or any of its Affiliates, who had more than de minimis interactions with and became known to Seller and its Affiliates in connection with (a) providing services under the Management Services Agreement, dated as of February 27, 2002, as amended, to which the Company and AT&T Mexico, LLC were parties (which agreement was terminated effective May 19, 2014), and/or (b) through the participation of Seller’s and its applicable Affiliates’ representatives in any of the Company’s board and/or board committees sessions. Notwithstanding the foregoing, neither Seller nor its applicable Affiliates shall be precluded from employing or soliciting for employment any employee of the Company or any of its Affiliates who (i) initiates discussions regarding such employment without any direct or indirect solicitation by Seller (excluding general solicitations for employment); (ii) responds to any general solicitation for employment by Seller or any of its Affiliates; or (iii) has had their employment with the Company and/or its Affiliates terminated for a period of time of at least six months prior to commencement of employment discussions between Seller or any of its applicable Affiliates and such employee. For purposes hereof, “general solicitation” means any solicitation for employment not directed at the specific individual in question, whether through advertisements, recruiting firms or other means. For the avoidance of doubt, nothing herein shall prohibit any Person from making general solicitations or hiring any person who responds to a general solicitation.

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Section 5.03 Reasonable Best Efforts; Notification. (a) Buyers shall immediately after the execution of this Agreement submit or cause to be submitted a notice of the transactions contemplated by this Agreement (the “Institute Notice”) to the Institute and all other necessary notices or applications in order to obtain all necessary consents, approvals, waivers and authorizations required in connection with the Institute’s review of the transactions contemplated by this Agreement and together with Seller shall use their respective reasonable best efforts to avoid the issuance of a stop order and, if a stop order is issued shall use their respective reasonable best efforts to obtain the approval of the Institute necessary to consummate the transactions contemplated by this Agreement as promptly as practicable thereafter. Nothing in this Agreement shall require, or be construed to require, Seller, Buyers, the Company or any of their respective Affiliates to, other than as expressly set forth in this Agreement, take or refrain from taking any action, agree to any restriction or condition or enter into any agreement in connection with obtaining all such necessary consents, approvals, waivers and authorizations.

(b) Upon receipt of a notice sufficient to satisfy the condition set forth in Section 2.03(a)(iii), Buyers shall deliver a true and correct copy of such notice to Seller.

Section 5.04 Pledge Agreement. For purpose of guaranteeing and securing payment in full of the Outstanding Purchase Price, as promptly as possible on the Closing Date, Buyers and Seller will execute and deliver the Pledge Agreement and Buyers will cause Broker to execute the Pledge Agreement. The Pledge Agreement shall be effective as of the Closing and in connection therewith Buyers shall create the Pledge on the Collateral Shares in favor of Seller. The Pledge will remain in full force and effect on the Collateral Shares until payment in full of the Outstanding Purchase Price (subject to the release of Collateral Shares with respect to partial payments, if any). Each Buyer hereby agrees and acknowledges that Seller’s recourse against Buyers to collect the Outstanding Purchase Price shall in no way be limited to the Collateral Shares. Buyers shall be solely responsible for paying the Outstanding Purchase Price.

ARTICLE VI

TERMINATION

Section 6.01 Termination. This Agreement may be terminated at any time:

(a) by mutual written agreement of Buyers and Seller; or

(b) by either Seller or Buyers jointly, by giving written notice of such termination to the other party or parties, if the Closing shall not have occurred by August 11, 2014; provided that such date may be extended by Seller at any time to August 26, 2014 upon delivering written notice to Buyers.

Section 6.02 Effect of Termination. In the event of the termination of this Agreement in accordance with Section 6.01, this Agreement shall thereafter become void and have no further effect, and no party hereto shall have any liability to any other party hereto or their respective Affiliates, directors, officers or employees, except for the obligations of the parties hereto contained in this Section 6.02 and in Article VII (other than Section 7.08), and except that nothing in this Section 6.02 shall relieve any party from liability for any prior breach of this Agreement that arose prior to such termination.

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ARTICLE VII

MISCELLANEOUS

Section 7.01 Notices. Any notices, consents, waivers or other communications required or permitted to be delivered under the terms of this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally; (b) upon receipt, when sent by courier; or (c) one business day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses for such communications shall be:

If to any of the Buyers:

Paseo de las Palmas 750, Piso 7,

Colonia Lomas de Chapultepec, C.P. 11000, México, D.F.

Attention: Raúl Humberto Zepeda Ruíz

If to Seller:

AT&T International, Inc.

208 S. Akard St. Dallas, Texas 75202

Attention: Rick L. Moore, Senior Vice President – Corporate Development

with a copy (for informational purposes only) to:

AT&T Inc.

208 S. Akard St.

Dallas, Texas 75202

Attention: D. Wayne Watts

and

Sullivan & Cromwell LLP

1888 Century Park East

Los Angeles, CA 90067

Attention: Eric M. Krautheimer

and

Creel, García-Cuéllar, Aiza y Enríquez

Paseo de los Tamarindos 60, Piso 3

Col. Bosques de las Lomas

05120 México, D.F.

Attention: Samuel Garcia-Cuéllar / Jean Michel Enríquez

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If to Company:

América Móvil, S.A.B. de C.V.

Calle Lago Zurich No. 245

Plaza Carso, Edificio Telcel

Piso 16

Colonia Granada Ampliación

Delegación Miguel Hidalgo

11529 México, Distrito Federal, México

Attention: Alejandro Cantú Jiménez

Section 7.02 Amendments and Waivers. (a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.

Section 7.03 Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

Section 7.04 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; and no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement; provided that for so long as any portion of the Outstanding Purchase Price remains outstanding, Seller may assign the right to receive the Outstanding Purchase Price in whole or in part to one or more of its Affiliates. In addition, for so long as the Outstanding Purchase Price remains outstanding Buyers shall not, directly or indirectly, sell, transfer, assign, or otherwise dispose of any Collateral Shares unless they remain Collateral Shares. Any purported sale, assignment, transfer or other disposition in violation of this Agreement is null and void.

Section 7.05 Governing Law; Arbitration.

(a) This Agreement shall be governed by and construed in accordance with the laws of the United Mexican States, without regard to its conflicts of law principles.

(b) Any claim, dispute or controversy arising out of, or in connection with the existence, validity, intent, interpretation, performance or enforcement of, this Agreement, shall be finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce, in effect on the date of this Agreement (the “ICC Rules”).

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The number of arbitrators shall be 3 (three), each of whom shall be appointed by the International Chamber of Commerce in accordance with the ICC Rules.

The place of arbitration shall be Mexico City, Mexico.

The award shall be rendered in English. The arbitration proceedings shall be conducted in the English language and all briefs and other nonevidentiary writings submitted to the arbitration panel shall be submitted in the English language. Any documentary evidence submitted to the arbitration panel shall be submitted in its original language. Any documentary evidence submitted to the arbitration panel shall be submitted in its original language. All fees and expenses incurred in connection with translating documents necessary to distribute to the parties in connection with the arbitration shall be shared equally between the parties participating in the arbitration.

The arbitration procedure set forth in this Section 7.05 shall be the sole and exclusive means of settling or resolving any dispute referred to in this Section 7.05. The award of the arbitrators shall be final, nonappealable and binding on the parties and may be presented by any of the parties for enforcement in any court of competent jurisdiction and the parties hereby consent to the jurisdiction of such court solely for purposes of enforcement of this arbitration agreement and any award rendered hereunder. In any such enforcement action, irrespective of where it is brought, none of the parties will seek to invalidate or modify the decision of the arbitrators or otherwise to invalidate or circumvent the procedures set forth in this Section 7.05. The fees of the arbitrators and the other costs of such arbitration shall be borne by the parties in such proportions as shall be specified in the arbitration award.

Section 7.06 Counterparts; Effectiveness; Third Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties hereto and their respective trust beneficiaries, successors and assigns.

Section 7.07 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof.

Section 7.08 Shareholder Agreement. This Agreement constitutes the Transfer Notice and the Acceptance Notice for purposes of the Shareholder Agreement regarding the AA shares. Notwithstanding anything to the contrary in the Shareholder Agreement, the parties acknowledge and agree that the terms and conditions of the sale and purchase of the Shares shall be governed solely by this Agreement, and no party shall be subject to any additional requirement or obligation with respect to the sale and purchase of the Shares under the Shareholder Agreement.

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Section 7.09 Captions and Interpretations. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. The parties hereto acknowledge that this Agreement, has been drafted jointly by the parties hereto and agree that this Agreement will not be construed against any party as a result of any role such party may have had in the drafting process.

Section 7.10 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions of this Agreement. If any provision of this Agreement, or the application of such provision to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application of such provision, in any other jurisdiction.

Section 7.11 Treatment. Each of Seller and Buyers agrees to treat the sale of the Shares by Seller to Buyers as a sale as of the Closing Date for all accounting, tax and legal purposes.

[The remainder of this page has been intentionally left blank;

the next page is the signature page.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

English Convenience Translation

SECURITIES PLEDGE AGREEMENT (this “Agreement”) dated June 30, 2014, entered into among Inmobiliaria Carso, S.A. de C.V. (“Inmobiliaria Carso”) and Control Empresarial de Capitales, S.A. de C.V. (“Control Empresarial” and, together with Inmobiliaria Carso, the “Pledgors”), as pledgors; AT&T International, Inc., as pledgee (together with its successors and assigns in such capacity, the “Pledgee”); Inversora Bursátil, S.A. de C.V. Casa de Bolsa, Grupo Financiero Inbursa, as administrator and executor of this securities pledge (indistinctly, the “Administrator” or the “Executor”); in accordance with the following Recitals, Representations and Clauses:

RECITALS

I. Defined Terms. Capitalized terms used in this Agreement which are not otherwise expressly defined herein, shall have the meaning ascribed to such terms in Clause First hereof.

II. Purchase Agreement. Pursuant to the purchase agreement dated as of June 27, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), entered into between the Pledgors, as buyers (in such capacity, the “Buyers”) and the Pledgee, as seller (in such capacity, the “Seller”), the Seller agreed to sell to Buyers, in equal proportion, 72,822,656 Series L shares and 5,739,341,928 Series AA shares of the issued and outstanding capital stock of América Móvil, S.A.B. de C.V. (the “Company”).

III. Brokerage Agreements.

custody and administration services regarding, among others, the Securities Control Empresarial, which the Administrator maintains in deposit in S.D. Indeval.

IV. Pursuant to the terms of the Purchase Agreement, the Pledgors have agreed and are willing to grant in favor of the Pledgee, a first priority securities pledge over the Securities in order to secure the due and timely payment, performance and satisfaction of the Secured Obligations.

REPRESENTATIONS

I. Each of the Pledgors hereby represents and warrants, through its legal representative, that on the date hereof:

(a) it is a corporation (sociedad) duly incorporated and validly existing under the laws of Mexico;

(b) it has full legal capacity and does not require any authority (corporate, organizational or otherwise) to enter into, deliver and perform its obligations under this Agreement in accordance with its terms;

(c) Inmobiliaria Carso is the owner and title holder of the corresponding securities representing the capital stock of the Company that are described in Exhibit “A” of this Agreement, which are deposited by the Administrator in Indeval, in terms of the Brokerage Agreement Inmobiliaria Carso (the “Securities Inmobiliaria Carso”);

(d) Control Empresarial is the owner and title holder of the corresponding securities representing the capital stock of the Company that are described in Exhibit “A” of this Agreement, which are deposited by the Administrator in Indeval, in terms of the Brokerage Agreement Control Empresarial (the “Securities Control Empresarial” and, together with the Securities Inmobiliaria Carso, the “Securities”);

(e) it intends and is willing to grant the Securities Pledge over the Securities, without property transfer of the Securities, in terms of article 204 of the Law, in favor of the Pledgee, in terms of this Agreement;

(f) by executing this Agreement, it expressly recognizes the necessary and sufficient legal capacity and authorities of the Administrator to act as administrator and executor in accordance with the terms provided herein; and

(g) the individual executing this Agreement in its name and on its behalf has sufficient power and authority to validly execute and deliver this Agreement on its

behalf and to validly bind it under the terms herein, and that such powers, authority and authorizations have not been revoked, modified or limited in any manner.

II. The Pledgee represents, on the date of this Agreement, that:

(a) it is a corporation duly incorporated under the laws of the State of Delaware, United States of America;

(b) it has full legal capacity and sufficient authority (corporate, organizational or otherwise) to enter into, deliver and perform its obligations under this Agreement in accordance with its terms;

(c) the individual executing this Agreement in its name and on its behalf has sufficient power and authority, as well as the necessary corporate authority to validly execute and deliver this Agreement on its behalf and to validly bind it under the terms herein, and that such powers, authority and authorizations have not been revoked, modified or limited in any manner; and

(d) by executing this Agreement, it expressly recognizes the necessary and sufficient legal capacity and authorities of the Administrator to act as administrator and executor in accordance with the terms provided herein; and

(e) it intends to enter into this Agreement and accept the Securities Pledge over the Securities, without property transfer of the Securities in terms of article 204 of the Law, granted in its favor by the Pledgors in terms of this Agreement.

III. The Administrator represents, through its legal representative, that:

(a)     it is a brokerage house (casa de bolsa), duly incorporated and validly existing under the laws of Mexico;

(b)     the individual executing this Agreement in its name and on its behalf has sufficient power and authority, an does not require any authority to validly execute and deliver this Agreement on its behalf nor to validly bind it under the terms herein, and that such powers, authority and authorizations have not been revoked, modified or limited in any manner;

(c)      the Securities are deposited under its guard and custody in terms of the Brokerage Agreements, and such Securities are currently deposited in guard and administration in Indeval;

(d)     it is willing to accept its designation as depositary, administrator and executor of the Securities Pledge over the Securities created herein, in terms of Article 204 of the Law;

(e)      it is duly authorized in terms of the Law and, in general, in terms of any applicable law, to enter into this Agreement and comply with its obligations in terms of this Agreement; and

(f)       there is no conflict of interest that may prevent it from carrying out its role as Executor and it is duly authorized in terms of the Law and, in general, in terms of any applicable law, to enter into this Agreement and comply with its obligations in terms of this Agreement.

IN VIRTUE OF THE FOREGOING, and in light of the preceding Recitals and Representations, the parties hereto agree on the following:

CLAUSES

FIRST. Certain Definitions.

(a) As used in this Agreement, the following terms shall have the following meanings:

“Account Inmobiliaria Carso” means the account maintained by Inmobiliaria Carso with the Administrator in terms of the Brokerage Agreement Inmobiliaria Carso, and in which the Securities Inmobiliaria Carso are deposited.

“Account Control Empresarial” means the account maintained by Control Empresarial with the Administrator in terms of the Brokerage Agreement Control Empresarial, and in which the Securities Control Empresarial are deposited.

“Accounts of the Pledgors” means the joint reference to the Account Inmobiliaria Carso and the Account Control Empresarial.

“Additional Securities” has the meaning attributed to such term in Clause Sixth of this Agreement.

“Additional Securities” has the meaning attributed to such term in Clause Sixth of this Agreement.

“Administrator” has the meaning attributed to such term in the preamble of this Agreement.

“Agreement” means this Securities Pledge Agreement, as amended, amended and restated, supplemented or otherwise modified from time to time.

“Brokerage Agreement Inmobiliaria Carso” has the meaning attributed to such term in item a) of Recital III of this Agreement.

“Brokerage Agreement Control Empresarial” has the meaning attributed to such term in item b) of Recital III of this Agreement.

“Brokerage Agreements” has the meaning attributed to such term in item b) of Recital III of this Agreement.

“BMV” means Bolsa Mexicana de Valores, S.A.V. de C.V.

“Business Day” means any day (excluding Saturday or Sunday) on which banks are not required or permitted to be closed in the New York, New York or Mexico City, Mexico.

“Buyers” has the meaning attributed to such term in Recital II of this Agreement.

“Company” has the meaning attributed to such term in the Recital number II of this Agreement.

“Control Emresarial” has the meaning attributed to such term in the preamble of this Agreement.

“Default Notice” has the meaning attributed to such term in item (a)1 of Clause Tenth of this Agreement.

“Distributions” means any goods or rights delivered or paid to the title holder of the Securities, in kind, or any other products or proceeds other than cash, derived from the Securities, including, without limitation and as applicable, distributions in kind, dividends in kind, proceeds other than cash, capital decreases or reimbursements, stock amortizations, liquidation quotas, and stock exchange, as the case may be.

“Event of Default” means, without limitation, the failure of any of the Pledgors to comply, perform or observe any of their obligations hereunder and/or the payment obligation of the Outstanding Purchase Price under the Purchase Agreement.

“Executor” has the meaning attributed to such term in the preamble of this Agreement, or any other institution or entity that may substitute it according to Clause Twelfth of this Agreement.

“Governmental Authority” means any federal government, any state, regional, local or other political subdivision thereof with jurisdiction and any individual or entity with jurisdiction exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government or quasi-governmental issues (including any court).

“Indeval” means S.D. Indeval, Institución para el Depósito de Valores, S.A. de C.V.

“Inmobiliaria Carso” has the meaning attributed to such term in the preable of this Agreement.

“Law” means the Securities Market Law (Ley del Mercado de Valores).

“LIE” means the Foreign Investment Law (Ley de Inversión Extranjera).

“Lien” means any lien, pledge, charge, security interest, security trust, encumbrance, attachment or other adverse claim of any kind.

“Mexico” means the United Mexican States (Estados Unidos Mexicanos).

“Outstanding Purchase Price” has the meaning attributed to such term in the Purchase Agreement.

“Person” means any individual or entity, trust, joint venture, partnership, corporation, Governmental Authority or any other entity of any nature whatsoever.

“Pledgee” has the meaning attributed to such term in the preamble to this Agreement.

“Pledgors” has the meaning attributed to such term in the preamble to this Agreement.

“Purchase Agreement” has the meaning attributed to such term in Recital II of this Agreement.

“Securities” has the meaning attributed to such term in item (d) of Representation I of this Agreement, including, as the case may be, the Additional Securities in terms of the provisions of paragraph (b) of Clause Fifth and paragraph (a) of Clause Sixth of this Agreement.

“Securities Control Empresarial” has the meaning attributed to such term in item (d) of Representation I of this Agreement.

“Securities Inmobiliaria Carso” has the meaning attributed to such term in item (d) of Representation I of this Agreement.

“Securities Pledge” has the meaning attributed to such term in paragraph (a) of Clause Second of this Agreement.

“Secured Obligations” means, jointly or separately, as the context may require, and without duplication, (i) the payment in full of the Outstanding Purchase Price; and (ii) any and all amounts due or required to be paid by any of the Buyers to the Seller under or pursuant to the Purchase Agreement and this Agreement.

“Seller” has the meaning attributed to such term in Recital I of this Agreement.

“Termination Notice” has the meaning attributed to such term in Clause Third of this Agreement.

(b) The definitions set forth in paragraph (a) above shall apply equally to both the singular and plural forms of such terms. Whenever the context may so require, any pronoun shall include the corresponding masculine, feminine and neutral forms. Unless the context shall otherwise require, all references to clauses and sections and to paragraphs, items or numerals of clauses or sections, shall be deemed to be references to clauses, sections, paragraphs, items or numerals of this Agreement, and all references to exhibits shall be deemed to be references to exhibits of this Agreement, which are hereby incorporated by reference to be a part of this Agreement. The words (i) “hereof”, “herein” “hereunder”, “in this Agreement”, “this Agreement” “hereinafter” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular clause, section, paragraph, item or numeral of this Agreement; and (ii) “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, unless such phrase otherwise appears.

(c) In addition, references to (i) any agreement, contract, document or instrument includes the reference to such agreement, contract, document or instrument as amended, amended and restated, supplemented or otherwise modified from time to time, and (ii) any law, rule or regulation includes the amendments thereto from time to time or to any law, rule or regulation successor thereto.

SECOND. Grant of Securities Pledge.

(a) Pledge. In order to irrevocably secure the due and timely payment, performance and satisfaction when due (whether at stated maturity, by acceleration or otherwise) of any and all of the Secured Obligations, the Pledgors hereby grant an unconditional and irrevocable first priority pledge, without property transfer, and security interest over the Securities (the “Securities Pledge”) in favor of the Pledgee, in accordance with Article 204 of the Law..

(b) Pledged Securities; Appointment of Administrator. In order to prefect the Securities Pledge over the Securities, in accordance with the provisions of Article 204 of the Law, (i) the Pledgors and the Pledgee hereby appoint the Administrator and the Administrator hereby accepts its appointment to act as such with regards to the Securities Pledge and the Securities, and (ii) the Pledgors hereby grant in favor of the Administrator/Executor, an irrevocable mandate with the nature of an agency (commission mercantile) (to be exercised by means of its legal representative, according with the Commercial Code and article 2554 of the Federal Civil Code, and the corresponding articles of the Civil Codes of the Federal Entities of Mexico and the Federal District), for the Administrator to request Indeval to increase the deposit account of collateralized securities that the Administrator maintains with Indeval, all the foregoing in order to irrevocably secure the due and timely payment, performance and satisfaction of the Secured Obligations as provided herein.

(c) In accordance with the provisions of article 32 Bis 1 of the Commercial Code, the Pledgors shall, on the date hereof, (i) ratify this Agreement before a notary public; (ii) by means of a notary public, submit this Agreement for its registry before the Sole Registry of Liens over Movable Assets in the corresponding electronic folios of the Pledgors, and (iii) deliver to the Pledgee the electronic registration receipt in the Sole Registry of Liens over Movable Assets. For purposes of the foregoing, the Pledgors and the Pledgee hereby, and as of this moment, authorize and instruct the notary public before which this Agreement is ratified, to register this Agreement before the Sole Registry of Liens over Movable Assets, no later than on the referred date. The Pledgors shall (i) provide the notary public with the amounts necessary to, if applicable, pay the fees of the before whom this Agreement is ratified and any contributions in connection with the registration of this Agreement before the Sole Registry of Liens over Movable Assets, which shall not exceed the amount of

EU$10,000.00 (ten thousand dollars, legal currency of the United States of America), plus the corresponding Value Added Tax (Impuesto al Valor Agregado); and (ii) assist the Pledgee and/or the corresponding notary public, and execute any documents that the Pledgee and/or the notary public may reasonably and justifiable require, in order to obtain the referred registry.

(d) Executor Appointment. As provided in Article 204 of the Law, the Pledgors and the Pledgee hereby appoint the Executor and the Executor hereby accepts its appointment to act as such, and the Pledgors and the Pledgee hereby grant in favor of the Executor, an irrevocable mandate with the nature of an agency (commission mercantile) (to be exercised by means of its legal representative, according with the Commercial Code and article 2554 of the Federal Civil Code, and the corresponding articles of the Civil Codes of the Federal Entities of Mexico and the Federal District) and expressly instruct such Executor to carry out any and all actions provided in this Agreement, without the need of further confirmations. In the event that, in any moment and by any reason, the Executor is unable to carry out the extrajudicial sale of the Securities in terms of this Agreement, the parties shall appoint a substitute executor, as provided in Clause Twelfth of this Agreement.

THIRD. Continuing Securities Pledge.

The Securities Pledge shall be continuing and shall (i) remain in full force and effect until all of the Secured Obligations shall have been duly and legally satisfied, paid and indefeasibly discharged in full, provided that the Securities will be released from the Securities Pledge, proportionately, at the rate of 1 (one) Security per US$0.958 (zero point nine hundred fifty eight dollars, legal currency in the United States of America) to the payments to the Pledgee that the Pledgors may carry out from time to time, on the same date on which such payments are made; (ii) be binding upon the Pledgors, their permitted successors and permitted assigns; and (iii) inure to the benefit of, and be enforceable by the Pledgee, and its successors and assigns. As soon as possible, but in any event within the 5 (five) Business Days following the payment in full of the Secured Obligations in full as provided above, the Pledgee shall (i) deliver to the Pledgors, with a copy to the Administrator, a termination notice substantially in the form attached hereto as Exhibit “B” (the “Termination Notice”); and (ii) instruct (or authorize any of the Pledgors to instruct) the notary public before whom this Agreement was ratified and registered, to proceed with the cancellation of the corresponding registry of the Securities Pledge before the Sole Registry of Liens over Movable Assets. The Pledgors shall be liable for the payment of any costs, expenses, contributions or fees in connection with the cancellation of the Securities Pledge granted in terms of this Agreement.

FOURTH. Voting and Administration of the Securities.

(a) Provided that no Event of default has occurred, the Pledgors will have the right to instruct the Administrator in writing regarding the way in which the voting rights pertaining to the Securities shall be exercised in terms of the Brokerage Agreements, in a manner that does not result in a breach of or a conflict with the terms and conditions of this Agreement or the Purchase Agreement or the rights and remedies of the Pledgee under this Agreement or the Purchase Agreement or the ability of the Pledgee to exercise any such rights; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of the Pledgee in respect of the Pledged Shares or which would authorize, effect or consent to: (i) the dissolution or liquidation, in whole or in part, of the Company; (ii) the creation or granting of any Lien or other type of security interest on the Pledged Shares (or any portion thereof); (iii) the sale, transfer, conveyance or other disposition of all or part of the Pledged Shares; or (iv) the amendment or modification of the by-laws or other organizational documents of the Company in any way that would materially adversely affect the Pledgee, without the prior written consent of the Pledgee. The Pledgee shall be free and clear of any liability arising from or in connection with the exercise or failure to exercise the voting rights pertaining to the Securities.

(b) If an Event of Default shall occur, all the rights of the Pledgors to instruct the Administrator regarding the way the voting and other rights and powers that the Pledgors are entitled to exercise pursuant to the foregoing provisions of paragraph (a) of this Clause Fourth shall be exercised, shall cease, and all such rights shall thereupon (and to the extent permitted by the LIE and/or any other applicable law) be exercised by the Pledgee, who shall have the sole and exclusive right and authority to instruct the Administrator in writing with regards to the way in which such voting and other rights and powers shall be exercised; provided that the Pledgee shall have the right, but not the obligation, at any time following the existence of an Event of Default, to authorize the Pledgors in writing to exercise such rights to instruct the Administrator. For purposes of complying with the obligations provided in this Claus Fourth, the Pledgors hereby appoint the Pledgee as an authorized person to instruct the Administrator in terms of the Brokerage Agreements.

FIFTH. Distributions.

(a)               The Pledgors shall have the right to receive and maintain any and all Distributions, provided that (i) no Event of Default has occurred; and (ii) such Distributions are paid or payable in cash.

(b) The Distributions consisting in shares or any other securities shall be considered, for all purposes related with this Agreement, as Additional Securities. In

virtue of the foregoing, in the event any Distribution is paid in Additional Securities, such Additional Securities shall be considered, to all the legal effects that may arise thereof, as part of the Securities and subject to the Securities Pledge granted in terms of this Agreement, therefore, the Pledgors shall deliver the confirmation referred to in Clause Sixth of this Agreement, in the terms provided therein.

Therefore, the Pledgors hereby acknowledge, accept and grant their consent so that the Pledgee may update the Exhibit “A” and notify the foregoing to the Pledgors, with a copy to the Administrator, with no need of obtaining an express instruction from the Pledgors, and with no need of the Pledgors to sign such substitution Exhibit, in the terms provided in this Agreement; the referred notice shall be sufficient to consider the corresponding Additional Securities, to all the legal effects that may arise thereof, as part of the Securities and subject to the Securities Pledge created in terms of this Agreement.

SIXTH. Additional Securities.

In the event any additional shares or securities shall exist in terms of the provisions set forth in Clause Fifth of this Agreement, in any moment during the term of this Agreement, and, therefore, deposited in any of the Accounts of the Pledgors in terms of the Brokerage Agreements (the “Additional Securities”), such Additional Securities shall be considered, to all the legal effects that may arise thereof, as part of the Securities and subject to the Securities Pledge created in terms of this Agreement, therefore, the Pledgors hereby agree that, for as long as there is any outstanding amount in connection with the Secured Obligations, the Pledgors shall affect the Additional Securities to the Securities Pledge created by means of this Agreement. For such purposes, the Pledgors shall subscribe and deliver to the Administrator (with a copy to the Pledgee) a confirmation of such affectation within the Business Day following the date on which the Additional Securities are deposited in any of the Accounts of the Pledgors, and the Administrator shall carry out any and all actions that may be necessary for the transfer of the Additional Securities to the securities account held by the Administrator with Indeval or, as the case may be, increase the deposit account of collateralized securities that the Administrator holds with Indeval. Likewise, the Pledgors shall deliver the Pledgee, the Administrator and the Executor, on the date on which the referred confirmation is delivered, a document duly executed substantially in terms of the form attached hereto as Exhibit “C”, in order to update the corresponding exhibit, including the Additional Securities.

SEVENTH. Covenants of the Pledgors.

During the term of this Agreement, the Pledgors shall:

documents and instruments and carry out any other action deemed necessary, as the Pledgee may reasonably consider, in order to create, perfect, maintain and protect the Securities Pledge over the Securities that is created in terms of this Agreement, and to allow the Pledgee to exercise its rights in terms of this Agreement, defending at any time the rights, title and interests of the Pledgee with respect to the Securities against any claims and resources of any Person other than the Pledgee;

The foregoing, provided that the Pledgors shall only bare and pay their own expenses and fees and, in no way shall bare those of the Pledgee, nor its advisors or

representatives of any kind.

EIGHT. Substitution of a certificate that represents any of the Securities.

(a) In the event any of the certificates representing any of the Securities is exchanged or restructured by the Company for new securities, under any act, the Pledgors shall inform the Pledgee, timely and in writing (with a copy for the Administrator) about the need to carry out such exchange, and the Pledgors shall carry out, or cause to be carried out, all the actions tending towards the conclusion of such exchange. The securities derived from the conclusion of the exchange process shall be considered, to all legal effects that may arise thereof, as part of the Securities and subject to the Securities Pledge created in terms of this Agreement, and the Pledgors shall deliver the confirmation referred to in Clause Sixth within the non-extendable term of 2 (two) Business Days as of the conclusion of the referred exchange, so that the new certificates will be subject to the Securities Pledge created in terms of this Agreement and considered, to all legal effects that may arise thereof, as part of the Securities.

Considering the foregoing, the Pledgors irrevocable acknowledge, accept and grant their consent for the Pledgee to update the Exhibit “A”, specifying the Securities derived from the exchange or restructure process, and notify the foregoing to the Pledgors, with a copy to the Administrator, with no need of the Pledgors to sign the corresponding substitution Exhibit, in the terms provided in this Agreement; the referred notice shall be sufficient to consider the corresponding Securities subject to the Securities Pledge created in terms of this Agreement.

NINTH. Events of Default.

(a) If an Event of Default shall occur, all rights of the Pledgors to instruct the Administrator regarding the way of exercising or refraining from exercising any voting and other rights which they would otherwise be entitled to exercise pursuant to Clause Fourth and Fifth hereof, shall cease and be exercised thereafter by the Pledgee (to the extent permitted by the LIE and/or any other applicable law), therefore, the Pledgors hereby expressly and irrevocably authorize (i) the Pledgee to exercise its rights in any manner according to the provisions of this Agreement; and (ii) the Executor to foreclose upon the Securities Pledge in terms of Clause Tenth of this Agreement.

(b) The Pledgors shall immediately (but, in any event, within one (1) Business Day) notify the Pledgee in writing if the Pledgors obtain knowledge of any event which constitutes an Event of Default.

TENTH. Foreclosure.

(a) The Pledgors hereby expressly and irrevocably agree that upon the

occurrence of an Event of Default, the Pledgee may instruct the Executor in terms of Article 204 of the Law, in order for the Executor to proceed with the execution of the Securities Pledge by means of the extrajudicial sale of the Securities, for the purpose of obtaining the payment of the Secured Obligations, according to the following rules:

which the corresponding notice is received.

(b) In no case shall the Pledgee or the Executor be responsible for the loss or

decrease that may occur with regards to the Securities as a result of acts carried out in terms of this Agreement.

(c) The failure by the Pledgee to exercise its rights in terms of this Agreement, shall in no event be considered as a waiver to such rights, nor the singular or partial exercise by the Pledgee of any rights hereunder shall exclude any other right, authority or privilege.

(d) The Pledgors agree that the Pledgee and the Administrator shall have no liability with regards to any of the acts of the Executor in connection with this Agreement.

(e) Within the limits of any applicable law, the Pledgors shall take any and all actions and/or initiate any and all proceedings that may be necessary or convenient to facilitate the execution and transfer of the Securities. The Pledgors further agree to do or cause to be done all such other acts as may be necessary or convenient to expedite such sale or sales of all or any portion of the Securities, and to execute and deliver such documents and take such other action in order to carry out such sale may be in compliance with applicable law, including without limitation (i) to carry out or assist the Pledgee or any other Person that the Pledgee may authorize to carry out any procedure to obtain, or (ii) to obtain any authorization required to be granted by any Governmental Authority in terms of any applicable law, in order to carry out such sale or sales of the Securities or any portion thereof. No action implying a cost or expense to the Securities shall be taken, unless the Pledgee has previously delivered the amounts corresponding to its execution.

ELEVENTH. Consent of the Pledgors.

(a)               In order to carry out the extrajudicial sale of the Securities, as provided in Clause Tenth of this Agreement, the Pledgors agree to, and hereby expressly and irrevocably accept that the Executor shall carry out any acts that may be necessary or convenient for the transfer and sale of the Securities, through the BMV or through any other brokerage house in which the Securities are listed, or even outside the stock market.

(b)               The Pledgors hereby grant their consent with the sale of the pledge Securities at the market price at the moment in which such sale is carried out.

TWELFTH. Substitution of the Executor. (i) In the event that the Executor may not carry out its role as executor in terms of this Agreement, by any cause, or (ii) by decision of the Pledgee, prior written notice to the Pledgors with at least 2 (two) days of anticipation, the parties agree that the Pledgee may appoint a new executor and such executor shall adhere to this Agreement and, as of such date, shall be considered

as the “Executor” for all the effects provided herein; provided that, such appointment shall be vested over an institution authorized to act as such in terms of the applicable law in Mexico, the Executor shall not cease to carry out its duties in terms of this Agreement, until the new executor is a party to this Agreement and the Pledgors shall pay the Executor any reasonable and evidenced costs and expenses incurred by it as a result of any substitution made in terms of item (i) above.

THIRTEENTH. Delivery of Counterparties, Entries.

In order to comply with the provisions set forth in Article 204 of the Law, the Pledgors shall cause the necessary entries in the statement of accounts issued to the Pledgors with regards to the Securities to be made, within 6 (six) Business Days following the date of execution of this Agreement, in a manner that the Securities Pledge created in terms of this Agreement, and the Pledgee, are duly registered in the corresponding registries. For purposes of the foregoing, within a term no longer than 10 (ten) Business Days as of the date of execution of this Agreement, the Pledgors shall obtain evidence of the compliance with the provisions of this Clause and deliver such evidence to the Pledgee.

FOURTEENTH.- Taxes and Expenses. All the expenses, costs, taxes, commissions, and fees arising from the preparation and execution of this Agreement, and by any proposed or actual amendment hereof, as well as by any act or document carried out, prepared, executed or notified pursuant to this Agreement, including without limitation, the reasonable and documented fees of the legal advisors of the Pledgee, as well as any and all reasonable expenses incurred by the parties in the fulfillment of its obligations or, in the exercise of its rights in accordance with this Agreement and in connection with the foreclosure of the Securities, shall be fully and exclusively borne and covered by each party, as applicable.

FIFTEENTH.- Assignments.

Except as otherwise provided in the Purchase Agreement:

(a) The Pledgee may assign or transfer, in whole or in part, its rights hereunder, exclusively in terms of the Purchase Agreement without requiring the consent of the Pledgors.

(b) The Pledgors may not assign or otherwise transfer their rights and obligations hereunder to any third party, except as provided by the Purchase Agreement.

SIXTEENTH.- Amendments. This Agreement may only be amended or modified with the prior written consent of the Pledgors, Pledgee, the Administrator and the Executor.

SEVENTEENTH.- Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally; (b) upon receipt, when sent by courier; or (c) one business day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses for such communications shall be:

To the Pledgors:

Inmobiliaria Carso, S.A. de C.V.

Paseo de las Palmas 750, piso 7,

Col. Lomas de Chapultepec, México, D.F., C.P. 11000

Telephone: 56254900

Attention: Raúl Humberto Zepeda Ruíz

Control Empresarial de Capitales, S.A. de C.V.

Paseo de las Palmas 750, piso 7,

Col. Lomas de Chapultepec, México, D.F., C.P. 11000

Telephone: 56254900

Attention: Raúl Humberto Zepeda Ruíz

To the Pledgee:

AT&T International, Inc.

208 S. Akard St.

Dallas, Texas 75202

Attention: Rick L. Moore, Senior Vice President – Corporate Development

with a copy (for informational purposes only) to:

AT&T Inc.

208 S. Akard St.

Dallas, Texas 75202

Telephone: (210) 821-4105

Facsimile: (214) 746-2103

Attention: D. Wayne Watts

Sullivan & Cromwell LLP

1888 Century Park East

Los Angeles, CA 90067

Telephone: (310) 712-6600

Facsimile: (310) 712-8800

Attention: Eric M. Krautheimer

Creel, García-Cuéllar, Aiza y Enríquez

Paseo de los Tamarindos 60, Piso 3

Col. Bosques de las Lomas

05120 México, D.F.

Telephone: (52-55) 4748-0600

Facsimile: (52-55) 4748-0690

Attention: Samuel Garcia-Cuéllar / Jean Michel Enríquez

To the Administrator and Executor:

Inversora Bursátil, S.A. de C.V.

Casa de Bolsa, Grupo Financiero Inbursa

Paseo de las Palmas 750 piso 5,

Col. Lomas de Chapultepec,

C.P. 11000, México, D.F.

Telephone: 56254994

Attention: Guillermo René Caballero Padilla

EIGHTEENTH.- Independence of Provisions. In the event that any of the provisions set forth in this Agreement is declared void by a competent court, such provision shall be considered to be separate from the rest of the provisions set forth in this Agreement, in a way that it does not affect the validity of the rest of the provisions.

NINETEENTH. Exhibits and Captions. All documents attached hereto or to which reference is made herein are hereby incorporated by reference into, and shall be deemed a part of, this Agreement. The captions and headings contained in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

TWENTIETH.- Further Assurances. The Pledgors shall, at any time and from time to time, at the sole cost and expense of the Pledgee, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Pledgee may reasonably and justifiably request, in order to (i) perfect, protect and maintain the Securities Pledge, and the priority thereof, in accordance with this Agreement; and (ii) enable the Pledgee to exercise and enforce its rights and remedies hereunder with respect to the Securities or any portion thereof, including, without limitation, to take or cause the taking of any actions and/or initiate any and all proceedings that are necessary or convenient in order for the Pledgee to sell the Securities or any portion thereof.

TWENTY FIRST.- Jurisdiction, Governing Law. For all matters relating to the interpretation and fulfillment of this Agreement, the parties hereto expressly and irrevocably submit to the applicable laws of Mexico, and to the jurisdiction of the competent courts sitting in Mexico, Federal District, Mexico, and the parties hereby expressly and irrevocably waive any other jurisdiction which may correspond by reason of their present or any future domiciles, or by any other reason.

TWENTY SECOND.- Limitations. Notwithstanding anything to the contrary in this Agreement (and any schedules or exhibits attached hereto), all terms of this Agreement shall be interpreted in a manner consistent with the Purchase Agreement.

[Signature pages follow.]

IN WITNESS WHEREOF, the parties hereto execute this Agreement, on June 30^th, 2014.

The Pledgors

Inmobiliaria Carso, S.A. de C.V.

/s/ Javier Foncerrada Izquierdo

Name: Javier Foncerrada Izquierdo

Title: Attorney in fact

Control Empresarial de Capitales, S.A. de C.V.

/s/ Javier Foncerrada Izquierdo

Nombre: Javier Foncerrada Izquierdo

Title: Attorney in fact

[Signature page to the Securities Pledge Agreement dated June 30th, 2014, entered into by and among Inmobiliaria Carso, S.A. de C.V. and Control Empresarial de Capitales, S.A. de C.V., as pledgors; AT&T International, Inc., as pledgee; and Inversora Bursátil, S.A. de C.V. Casa de Bolsa, Grupo Financiero Inbursa, as administrator and executor]

IN WITNESS WHEREOF, the parties hereto execute this Agreement, on June 30th, 2014.

The Pledgee

AT&T International, Inc.

/s/ Jose Menchaca    

Nombre: Jose Menchaca

Title: Vice President - Corporate Development

[Signature page to the Securities Pledge Agreement dated June 30th, 2014, entered into by and among Inmobiliaria Carso, S.A. de C.V. and Control Empresarial de Capitales, S.A. de C.V., as pledgors; AT&T International, Inc., as pledgee; and Inversora Bursátil, S.A. de C.V. Casa de Bolsa, Grupo Financiero Inbursa, as administrator and executor]

IN WITNESS WHEREOF, the parties hereto execute this Agreement, on June 30^th, 2014.

The Administrator and Executor

Inversora Bursátil, S.A. de C.V. Casa de Bolsa, Grupo Financiero Inbursa

/s/ Guillermo René Caballero Padilla

Name: Guillermo René Caballero Padilla

Title: Attorney in fact

[Signature page to the Securities Pledge Agreement dated June 30th, 2014, entered into by and among Inmobiliaria Carso, S.A. de C.V. and Control Empresarial de Capitales, S.A. de C.V., as pledgors; AT&T International, Inc., as pledgee; and Inversora Bursátil, S.A. de C.V. Casa de Bolsa, Grupo Financiero Inbursa, as administrator and executor]

Exhibit “A”

Securities Pledge Agreement

Description of Securities

Exhibit “B”

Securities Pledge Agreement

Form of Termination Notice

[Date]

Inmobiliaria Carso, S.A. de C.V.

Paseo de las Palmas 750, piso 7,

Col. Lomas de Chapultepec, México, D.F., C.P. 11000

Control Empresarial de Capitales, S.A. de C.V.

Paseo de las Palmas 750, piso 7,

Col. Lomas de Chapultepec, México, D.F., C.P. 11000

[Notary public before whom the Securities Pledge was ratified and registered]

Attention: Raúl Humberto Zepeda Ruíz

We make reference to the Securities Pledge Agreement (the “Agreement”) dated [June] [**], 2014 entered into between Inmobiliaria Carso, S.A. de C.V. and Control Empresarial de Capitales, S.A. de C.V., as pledgors; AT&T International, Inc., as pledgee; and Inversora Bursátil, S.A. de C.V. Casa de Bolsa, Grupo Financiero Inbursa, as administrator and executor. Capitalized terms used and not otherwise defined herein are used as defined in the Agreement.

By means of this Termination Notice, the undersigned, in its capacity as Pledgee under the Agreement, hereby (i) acknowledges that the due and timely payment, performance and satisfaction of any and all of the Secured Obligations has occurred; and (ii) instructs the notary public before whom the Agreement was ratified, and authorized each of the Pledgors to instruct such notary public, to carry all the acts necessary for the cancellation of the entries regarding the Securities Pledge before the Sole Registry of Liens over Movable Assets.

Sincerely,

AT&T International, Inc.

By: ___________________________
Name: [**]

Title: [**]

c.c.p. Inversora Bursátil, S.A. de C.V., Casa de Bolsa, Grupo Financiero Inbursa.

Exhibit “C”

Securities Pledge Agreement

Form to update the Exhibit “A”

[Date]

AT&T International, Inc.

208 S. Akard St.

Dallas, Texas 75202

Attention: [**]

Inversora Bursátil, S.A. de C.V.

Casa de Bolsa, Grupo Financiero Inbursa

Paseo de las Palmas 750 piso 5,

Col. Lomas de Chapultepec,

C.P. 11000, México, D.F.

Atención: Guillermo René Caballero PadillaFax:

We make reference to the Securities Pledge Agreement (the “Agreement”) dated [June] [**], 2014 entered into between Inmobiliaria Carso, S.A. de C.V. and Control Empresarial de Capitales, S.A. de C.V., as pledgors; AT&T International, Inc., as pledgee; and Inversora Bursátil, S.A. de C.V. Casa de Bolsa, Grupo Financiero Inbursa, as administrator and executor. Capitalized terms used and not otherwise defined herein are used as defined in the Agreement.

By means of this document we inform and declare that, on this date, in terms of the provisions of Clause Sixth of the Agreement, we have affected Additional Securities to the Securities Pledge created in terms of the Agreement.

Considering the foregoing, attached hereto as Exhibit “1” of this document, the new Exhibit“B” of the Agreement, duly updated in order to include the Additional Securities; provided that, the Exhibit “1” of this document, once it is signed by the Pledgee and the Administrator and Executor, shall substitute, to all effects that may arise thereof, the current Exhibit “B” of the Agreement.

Sincerely,

The Pledgors:

Inmobiliaria Carso, S.A. de C.V.

_____________________________________

Name: [**]

Title: [**]

Control Empresarial de Capitales, S.A. de C.V.

_____________________________________

Name: [**]

Title: [**]

With the acknowledgement and consent of:

The Pledgee:

AT&T International, Inc.

_____________________________

Name: [**]

Title: [**]

The Administrator and Executor:

Inversora Bursátil, S.A. de C.V. Casa de Bolsa, Grupo Financiero Inbursa

________________________________

Name: [**]

Title: [**]

Ccp. AT&T Inc.

208 S. Akard St.

Dallas, Texas 75202

Fax: (214) 746-2103

Attention: D. Wayne Watts

Sullivan & Cromwell LLP

1888 Century Park East

Los Angeles, CA 90067

Fax: (310) 712-8800

Attention: Eric M. Krautheimer

Creel, García-Cuéllar, Aiza y Enríquez

Paseo de los Tamarindos 60, Piso 3

Col. Bosques de las Lomas

05120 México, D.F.

Fax: (52-55) 4748-0690

Attention: Samuel Garcia-Cuéllar / Jean Michel Enríquez