**Summary in English of the Shareholders’ and Share Purchase Agreement (the “****Shareholders’Agreement****”)**The Shareholders’ and Share Purchase Agreement was entered into on December 16, 2010, among GrupoSalinas Telecom, S.A. de C.V. (the “Holder of the Series A and AA Shares”), Mexico MediaInvestments, S.L., Sociedad Unipersonal,(the “Holder of the Series B and BB Shares” and,together with the Holder of the Series A and AA Shares, the “Shareholders”), GSF TelecomHoldings, S.A.P.I. de C.V. (the “Mexican Holding Company”), Orilizo Holding B.V. (the“Non-Mexican Subholding Company”) and Grupo Iusacell, S.A. de C.V. (“Iusacell”) andwas amended on April 7, 2011.***A.*** ***Capital Contribution by the Holder of the Series B and BB Shares***Subject to the terms of the Shareholders’ Agreement, the Holder of the Series B and BB Shares willcontribute to the Mexican Holding Company up to U.S.$1,600,000,000.The Holder of Series B and BB Shares agrees to purchase (i) 1,658,960 shares, representing1.093875% of the outstanding stock of the Mexican Holding Company (the “Initial Series B and BBShares”) for a total of U.S.$35,004,000, and (ii) the Series 1 Debentures and the Series 2Debentures (collectively, the “Debentures”). The portion of the Purchase Price payable inrespect of the Initial Series B and BB Shares and the Series 1 Debentures is due on the date ofexecution of the Shareholders’ Agreement. The portion of the Purchase Price payable in respect ofthe Series 2 Debentures is due no later than October 31, 2011.1The conversion of the Series 1 Debentures and the Series 2 Debentures into Series B and BB sharesof stock of the Mexican Holding Company entitles the Holder of the Series B and BB Shares toacquire 49.45% of the outstanding capital stock of the Mexican Holding Company, and, together withthe purchase of the Initial Series B and BB Shares, entitles the Holder of the Series B and BBShares to acquire 50% of the outstanding capital stock of the Mexican Holding Company.The Holder of Series B and BB Shares will pay a premium of U.S.$400,000,000 (the “EBITDAPremium”) if the combined EBITDA for the Mexican Holding Company and Iusacell reachesU.S.$3,472,000,000 at any time during the period from 2011 to 2015. Such EBITDA shall be net of therelevant subscriber acquisition cost. The determination as to whether such EBITDA has been achievedwill be based on the financial statements of the Mexican Holding Company and the consolidatedfinancial statements of Iusacell and its subsidiaries for the relevant fiscal year and, as the casemay be, the internal financial statements for such year, as reviewed by the external auditors.The Series 1 Debentures and the Series 2 Debentures are convertible into 34,596,821 and 113,744,219Series BB shares of common stock, respectively, representing 11.53% and 37.91% of the outstandingshares of stock of the Mexican Holding Company, respectively. Upon conversion of all theDebentures, the Holder of the Series A and AA Shares and the Holder ofthe Series B and BB Shares will each own 50% of the outstanding shares of stock of the MexicanHolding Company.    1 Note: As of June 28, 2011, U.S.$600,000,000 of thePurchase Price payable in respect of the Series 2 Debentures had been paid, andU.S.$600,000,000 remains to be paid.
 
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*Guaranty Trust*As security for the performance of their respective obligations in the Shareholders’ Agreement,concurrently with the execution of the Shareholders’ Agreement, the Holder of the Series A and AAShares and the Holder of the Series B and BB Shares will establish a guaranty trust (the“Guaranty Trust”), and will transfer thereto all except one of the shares of stock of theMexican Holding Company owned by each of them.*Liquidated Damages*If the Holder of the Series B and BB Shares does not pay the portion of the Purchase Price payablein respect of the Series 2 Debentures (U.S.$1,200,000,000), on the terms of the Shareholders’Agreement and the indenture relating to the Debentures, it will forfeit all of its rights thereto,and the Series B and BB Shares shall be cancelled. In addition, all amounts outstanding under theSeries 1 Debentures will be deemed paid and the Mexican Holding Company will have no furtherobligations in respect thereof. The Holder of the Series B and BB Shares shall not be deemed tohave defaulted with its payment obligations by virtue of paying an amount less thanU.S.$1,200,000,000 as a result of any adjustment to the Purchase Price pursuant to, or the exerciseof any right under, the Shareholders’ Agreement.If the Holder of the Series A and AA Shares interferes with the payment of the portion of thePurchase Price payable in respect of the Series 2 Debentures or the conversion of the Debentures ortakes any action to challenge the validity of the Debentures or certain related matters, the Holderof the Series A and AA Shares and the Mexican Holding Company will be jointly and severally liableto the Holder of the Series B and BB Shares for reimbursement of the portion of the Purchase Pricepaid by the Holder of the Series B and BB Shares in respect of the Initial Series B and BB Shares(U.S.$35,004,000) and the Series 1 Debentures (U.S.$364,996,000), plus interest, plusU.S.$400,000,000 on account of liquidated damages.If the Holder of the Series A and AA Shares does not pay the amount finally determined pursuant tothe Shareholders’ Agreement as an adjustment to the Purchase Price, or does not deliver theinformation requested for purposes of determining such adjustment, it shall pay to the Holder ofthe Series B and BB Shares, as liquidated damages, an amount equal to the adjustment in PurchasePrice.*Use of Proceeds*The amounts actually paid to the Mexican Holding Company by the Holder of the Series B and BBShares will be contributed to IF Telecoms, S.A. de C.V. for their use in such manner consistentwith the business plan of the Mexican Holding Company and Iusacell and its subsidiaries as theboard of directors of the Mexican Holding Company may determine.
 
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***B.*** ***Management of the Mexican Holding Company, the Non-Mexican Subholding Company, Iusacell andits subsidiaries***Until such time as the Condition Precedent (as defined below) shall have been satisfied, the boardof directors of the Mexican Holding Company and the executive committee of Iusacell and itssubsidiaries will be composed of four members, one of whom will be appointed by the Holder of theSeries B and BB Shares. Following the satisfaction of the Condition Precedent, the board ofdirectors and the executive committee will be composed of six and four members, respectively, halfof whom will be appointed by the Holder of the Series B and BB Shares.Certain matters specified in the Shareholders’ Agreement are subject to approval by the affirmativevote of at least three of the four or five of the six members, as the case may be, of the board ofdirectors of the Mexican Holding Company, Iusacell or the relevant subsidiary of Iusacell, as thecase may be.***C.*** ***Advertising***Iusacell will purchase advertising services with an aggregate value of U.S.$125,000,000 over thefive year period following the execution of the Shareholders’ Agreement.***D.*** ***Financial Advisors***The Mexican Holding Company will pay financial advisory or other fees, commissions or considerationfor the negotiation and implementation of the purchase of the shares and/or the Debentures, and/orancillary services. These fees will be payable to the persons designated by the Holder of theSeries A and AA Shares and the Holder of the Series B and BB Shares.2***E.*** ***Authorizations***The conversion of the Debentures is subject to the Federal Competition Commission not issuing anyobjection as with respect to the conversion of the Debentures by the Holder of the Series B and BBShares, on or before the Final Conversion Date for the Series 2 Debentures (as such term is definedin the indenture relating to the issuance of the Debentures) (the “Condition Precedent”).***F.*** ***Impasse***In the event of certain circumstances under which the parties fail to reach an agreement inrelation to certain matters specified in the Shareholders’ Agreement (an “Impasse”), eitherparty (the “Sender”) shall, subject to certain conditions, have the right to give the otherparty (the “Recipient”) notice of the Impasse, setting forth a price per share in respectof the shares of stock of the Mexican Holding Company. Following receipt of such notice, theRecipient shall give the Sender notice of its intent to either sell to the Sender all of the sharesof stock of the Mexican Holding Company held by the Recipient, or purchase from the Sender all ofthe shares of stockof the Mexican Holding Company held by the Sender, at such price per share, upon which each partyshall be obliged to sell or purchase such shares to or from the other party, as the case may be, atsuch price per share.    2 It is expected that the persons designated to receivethese fees and other consideration will be independent advisors.
 
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***G.*** ***Other Rights and Obligations***(i) The amount payable by the Holder of the Series B and BB Shares in respect of the Series 2Debentures, or (ii) the Purchase Price, will be U.S.$1,200,000,000 less the difference betweenU.S.$140,000,000 and the decrease in liabilities attributable to the Notes whose holders shall havejoined certain reorganization plans by a certain date. The Holder of the Series B and BB Shareswill be liable for payment of any further decrease in the liabilities that is attributable to theNotes whose holders join these reorganization plans by a certain later date.***H.*** ***Indemnification Obligations of the Holder of the Series A and AA Shares***The Holder of the Series A and AA Shares agrees to (i) indemnify the Holder of the Series B and BBShares for losses incurred by Iusacell and its subsidiaries from any discrepancy between theinformation contained in the representations and warranties of the Holder of the Series A and AAShares and Iusacell and the outcome of the Review (as defined below), or any fact, act or omissionoccurred prior to the date of execution of the Shareholders’ Agreement and (ii) indemnify Iusacell,its subsidiaries and the Holder of the Series B and BB Shares against any claim resulting from adiscrepancy between such representations and warranties and the outcome of the Review.***I.*** ***Review***The Holder of the Series B and BB Shares is entitled to instruct auditors to perform a review (the“Review”) of certain financial statements of Iusacell and its subsidiaries. The PurchasePrice shall be adjusted in the event that certain inaccuracies in such financial statements or incertain representations and warranties of the Holder of the Series A and AA Shares and Iusacell areidentified. In addition, the Purchase Price may be adjusted if, subsequent to the Review, Iusacelland/or any of its subsidiaries becomes aware of any fact or act predating the execution of theShareholders’ Agreement and resulting in a loss for Iusacell or any of its subsidiaries.***J.*** ***Termination***The Shareholders’ Agreement will terminate upon the transfer by any party, to any third party, ofall the shares of stock of the Mexican Holding Company, the Non-Mexican Subholding Company,Iusacell, and the subsidiaries of Iusacell held by such party, or of its rights under the GuarantyTrust, in accordance with the applicable bylaws, except transfers to certain pre-approvedtransferees.
 
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***K.*** ***Assignment of Rights and Obligations***No party may assign or transfer any of its rights and obligations under the Shareholders’Agreement, except to certain pre-approved transferees or with the prior written consent of theother parties.***L.*** ***Change in Control***If (i) the Holder of the Series A and AA Shares or the Holder of the Series B and BB Sharestransfers any portion of its ownership interest in the Mexican Holding Company, the Non-MexicanSubholding Company, Iusacell, or the subsidiaries of Iusacell, in violation of the Shareholders’Agreement or the corporate bylaws of any such entity, or (ii) the person or persons currently incontrol of the Holder of the Series A and AA Shares or the Holder of the Series B and BB Shares,ceases to exercise the control of either such shareholder, then the Holder of the Series A and AAShares or the Holder of the Series B and BB Shares who made such transfer or suffered such changein control will pay to the other shareholder, as liquidated damages, an amount equal to theconsideration received by it as a result of such event, or U.S.$500,000,000, whichever is higher.The Holder of the Series B and BB Shares will not be deemed to have suffered a change in control ifa particular assignment or transfer is made to certain pre-approved transferees.***M.*** ***Applicable Law; Jurisdiction***The parties submitted to the applicable laws of Mexico and to the jurisdiction of the courtssitting in Mexico City, Federal District.***N.*** ***Certain Definitions***“EBITDA” shall mean the operating profit for any given year, as determined in accordancewith the financial reporting standards (*Normas de Información Financiera*) issued by the MexicanCouncil for the Research and Development of Financial Reporting Standards (*Consejo Mexicano para laInvestigación y Desarrollo de Normas de Información Financiera*) (“Mexican NIF”), plusdepreciation and amortization.“Notes” shall mean the Senior Secured Notes due 2013, issued by Iusacell, and theSenior Subordinated First Lien Notes due 2011 and Senior Subordinated Second Lien Notes due 2012,issued by Grupo Iusacell Celular, S.A. de C.V.“Purchase Price” shall mean the aggregate consideration payable in respect of the Series Band BB Shares, the Series 1 Debentures and the Series 2 Debentures, irrespective of whether theSeries 1 Debentures or the Series 2 Debentures shall have been converted into shares of stock ofthe Mexican Holding Company.“Series 1 Debentures” shall mean the Series 1 Debentures in the aggregate principal amountof U.S.$364,996,000.“Series 2 Debentures” shall mean the Series 2 Debentures in the aggregate principal amountof U.S.$1,200,000,000.
 
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