EX-4.34




			
	Execution Version	 	Exhibit 4.34

 Share Pledge Agreement 

					
		
	 	dated	  	  	    17 September
2012                    
		
	 	between	  	  	CEMEX S.A.B. de C.V.
				  	Av Constitución 444 Pte. Col., Centro, C.P. 64000, Monterrey, N.L. Mexico
		
				  	hereinafter: “CEMEX”
		
	 	and	  	  	CEMEX México, S.A. de C.V.
				  	Av Constitución 444 Pte. Col., Centro, C.P. 64000, Monterrey, N.L. Mexico
		
				  	hereinafter: “CEMEX Mexico”
		
	 	and	  	  	Interamerican Investments Inc.
				  	1209 Orange Street, Wilmington, County of New Castle, 19801 Delaware USA
		
				  	hereinafter: “Interamerican”
		
	 	and	  	  	Empresas Tolteca de Mexico, S.A. de C.V.
				  	Av Constitución 444 Pte., Col. Centro, C.P. 64000, Monterrey, N.L., Mexico
		
				  	hereinafter: “Tolteca”
		
				  	(CEMEX, CEMEX Mexico, Interamerican and Tolteca collectively referred to as the “Pledgors”)
		
				  	on the one side









					
	 	and	  	  	Wilmington Trust (London) Limited
				  	 1 Kings Arms Yard
 Third
Floor
 London EC2R 7AF
 United
Kingdom

		
				  	acting in its capacity as security agent and acting in the name and for the account of the Pledgees (as defined herein)
		
				  	hereinafter: the “Security Agent”
		
				  	on the other side
		
	 	concerning	  	  	1’938’958’014 shares of CEMEX TRADEMARKS HOLDING Ltd.








 Table of Contents 
  

							
	List of Annexes	  	 	4	  
	Whereas	  	 	5	  
	1	 	Definitions and Construction	  	 	5	  
	2	 	Pledge of Shares	  	 	8	  
		 	2.1    Object of Pledge	  	 	8	  
		 	2.2    Secured Obligations	  	 	8	  
	3	 	Delivery of Documents	  	 	8	  
	4	 	Transfer of Future Shares	  	 	9	  
	5	 	Shareholder Rights	  	 	9	  
		 	5.1    Subscription Rights	  	 	9	  
		 	5.2    Dividends	  	 	10	  
		 	5.3    Voting Rights	  	 	10	  
	6	 	Representations and Warranties	  	 	11	  
	7	 	Undertakings	  	 	13	  
	8	 	Realization of Pledge	  	 	14	  
	9	 	Release of Pledge	  	 	15	  
	10	 	Position of the Security Agent	  	 	15	  
	11	 	Transfer of Rights and Obligations	  	 	16	  
	12	 	Indemnification	  	 	16	  
	13	 	General Provisions	  	 	17	  
		 	13.1  Costs and Expenses	  	 	17	  
		 	13.2  Notices	  	 	17	  
		 	13.3  Entire Agreement	  	 	17	  
		 	13.4  Amendments and Waivers	  	 	17	  
		 	13.5  Severability	  	 	17	  
		 	13.6  Remedies Cumulative	  	 	17	  
		 	13.7  Continuing Security	  	 	18	  
	14	 	Governing Law and Jurisdiction	  	 	18	  
		 	14.1  Governing Law	  	 	18	  
		 	14.2  Jurisdiction	  	 	18	  


  
 3 








 List of Annexes 
  

			
	 Annex 1
	    	Details of Existing Shares


  
 4 








 This share pledge agreement (the “Agreement”) is made by and between CEMEX,
CEMEX Mexico, Interamerican and Tolteca (the “Pledgors”) and Wilmington Trust (London) Limited (the “Security Agent”), acting in its capacity as security agent and acting in the name and for the account of the
Pledgees. 
 Whereas 
  

	A)	CEMEX and certain of its subsidiaries as Original Borrowers, Original Guarantors and Original Security Providers, the Original Creditors, Citibank International plc as
Agent and Wilmington Trust (London) Limited as Security Agent entered into a facilities agreement dated on or about the date hereof (the “Facilities Agreement”). 


 

	B)	CEMEX and certain of its subsidiaries as Original Borrowers, Original Guarantors and Original Security Providers, the Financing Creditors, Citibank International plc as
Agent and Wilmington Trust (London) Limited as Security Agent entered into an intercreditor agreement dated on or about the date hereof (the “Intercreditor Agreement”). 


 

	C)	The Pledgors own 1’938’958’014 issued registered shares (Namenaktien) in CEMEX TRADEMARKS HOLDING Ltd. (representing approximately 99.57 % of
the issued share capital of the Company) a company incorporated under the laws of Switzerland, having its registered office at Römerstrasse 13, 2555 Brügg bei Biel, Switzerland (the “Company”). 


 

	D)	As of the date hereof, the Company has an issued share capital of CHF 1’947’382’051.00, divided into 1’947’382’051 freely transferable
registered shares (Namenaktien) with a par value of CHF 1 each. 

  

	E)	In order to provide security in accordance with the Facilities Agreement and the Intercreditor Agreement, each of the Pledgors wishes to pledge all of its shares in the
Company in favor of each of the Pledgees. 

  

	F)	The Security Agent has been duly appointed under the Facilities Agreement and the Intercreditor Agreement, to act as security agent and shall act in its capacity as
security agent and in the name and for the account of the Pledgees in connection with the execution, delivery and performance of this Agreement and shall exercise the rights of the Pledgees arising hereunder as their direct representative
(direkter Stellvertreter). 

 Now, therefore, the Parties hereto agree as follows: 

 

	1	Definitions and Construction 

 Unless defined otherwise hereinafter and except to the extent that the context requires otherwise, capitalized terms used in this Agreement shall have the meanings assigned to them in the Facilities
Agreement or Intercreditor Agreement. 

  
 5 









			
		
	Agreement	  	means this share pledge agreement.
		
	Annex	  	means an annex to this Agreement.
		
	Article	  	means an article of this Agreement.
		
	CO	  	means the Swiss Code of Obligations (Schweizerisches Obligationenrecht, OR).
		
	Company	  	shall have the meaning set forth in Recital C) of this Agreement.
		
	DEBA	  	means the Swiss Federal Debt Enforcement and Bankruptcy Act (Bundesgesetz über Schuldbetreibung und Konkurs, SchKG).
		
	 Dividends
	  	means all dividend payments by the Company in respect of the Shares whether in cash or in the form of Shares or Participation Rights or in any other form.
		
	Enforcement Event	  	shall have the meaning set forth in the Intercreditor Agreement.
		
	Event of Default	  	shall have the meaning set forth in the Facilities Agreement.
		
	Existing Shares	  	means 1’938’958’014 fully paid registered shares (Namenaktien) of the Company with a par value of CHF 1 each, all held by the Pledgors as of the date of
this Agreement, together with all Related Rights, pursuant to Article 3c) of this Agreement.
		
	Facilities Agreement	  	shall have the meaning set forth in Recital A) of this Agreement.
		
	Future Shares	  	means any shares or Participation Rights issued to the Pledgors in addition to or in exchange for or as a surrogate for the Existing Shares by the Company in whatever nominal
value, which the Pledgors may acquire by way of subscription or otherwise subsequent to the date of this Agreement, together with all Related Rights.


  
 6 









			
		
	Instructing Group	  	shall have the meaning set forth in the Intercreditor Agreement.
		
	Intercreditor Agreement	  	shall have the meaning set forth in Recital B) of this Agreement.
		
	Intrinsic Value	  	has the meaning given to it in Article 8.
		
	Participation Rights	  	means participation certificates (Partizipationsscheine) and profit sharing certificates (Genussscheine) within the meaning of articles 656a et seq. and articles
657 CO of the Company to be issued in the future.
		
	Party	  	means any party of this Agreement.
		
	Pledge	  	shall have the meaning set forth in Article 2.1.
		
	Pledgees	  	means the Secured Parties from time to time.
		
	Related Rights	  	means, in relation to the Shares, all Dividends, interest and other distributions paid or payable after the date hereof, i.e., whether in cash or in kind and all shares,
securities (including any convertible debt instruments, warrants and the dividends, interest and other distributions thereon), rights, money and property accruing or offered at any time by way of redemption, bonus, preference, option rights or
otherwise to or in respect of any of the Shares, including any present or future right to purchase, subscribe or otherwise have shares issued in the Company, or in substitution or exchange for any of the Shares and any and all administrative and
financial rights related to the Shares, including but not limited to, voting rights and rights to dividend in respect of the Shares.
		
	Release Date	  	means the date on which the Transaction Security shall be released pursuant to clause 9.2 of the Intercreditor Agreement.


  
 7 









			
		
	Secured Obligations	    	means all the Liabilities and all other present and future obligations at any time due, owing or incurred by any member of the Group and by each Debtor (and, to the extent
applicable in relation to the Transaction Security granted by it, each Security Provider) to any Secured Party under the Debt Documents, both actual and contingent and whether incurred solely or jointly and as principal or surety or in any other
capacity including the obligations set out in Clause 11.2 (Finance Parallel Debt (Covenant to pay the Security Agent)) and Clause 11.3 (Notes Parallel Debt (Covenant to pay the Security Agent)) of the Intercreditor Agreement.
		
	Shares	    	means the Existing Shares and any Future Shares collectively.
		
	Subscription Right	    	means the Pledgors’ preemptive rights (Bezugsrechte) and the advance subscription rights (Vorwegzeichnungsrechte) in connection with the issuance of Shares or
Participation Rights, or the creation of authorized or conditional share capital by the Company.

  

	2	Pledge of Shares 

  

	2.1	Object of Pledge 

 The
Pledgors hereby agree to pledge and hereby pledge to each Pledgee (for this purpose being represented by the Security Agent) individually all Shares, Subscription Rights and Related Rights (free and clear of any pledges, liens, rights of set-off or
other third party rights of any nature) as a first ranking security (the “Pledge”). 
  

	2.2	Secured Obligations 

 The
Pledge shall serve as a first ranking security to each of the Pledgees for the Secured Obligations. 
  

	3	Delivery of Documents 

 On
the date hereof, the Pledgor shall deliver to the Security Agent the following documents: 
  

	 	a)	(i) a PDF copy, certified by a Mexican notary public, of the by-laws (estatutos sociales) in effect of each of the Cemex, Cemex Mexico, Tolteca and
(ii) copies of the articles of incorporation and the by-laws in effect for Interamerican, as well as the original short form of a recent certificate of good standing of Interamerican from the Secretary of State of the State of Delaware;


  

	 	b)	 a PDF copy of the resolution of the board of directors, or, in relation to each of CEMEX, CEMEX Mexico and Tolteca, of the powers-of-attorney, with




  
 8 









	 	
authority for acts of domain (actos de dominio), for the officers, of each of the Pledgors wherein the entry into this Agreement and the granting of the Pledge as provided for hereunder is
duly approved; 

  

	 	c)	the original of the share certificates representing the Existing Shares as specified in Annex 1, duly endorsed in blank, with duly preceding endorsements
(vollständige Indossamentenkette), it being acknowledged and agreed that the Security Agent is already in possession of these share certificates in its capacity as security agent under an existing share pledge agreement (under which the
pledged security and these share certificates have been released immediately prior to the execution of this Agreement pursuant to a global deed of release) and the Pledgors agree and instruct that the Security Agent shall as of the date of this
Agreement hold these share certificates in its capacity as Security Agent under this Agreement (in order to avoid a physical retransfer and delivery); and 

  


	 	d)	a PDF copy of the share register (Aktienbuch) of the Company evidencing that (i) the Pledgors are registered as shareholders with voting rights with respect
to the Existing Shares and (ii) the Shares are pledged to the Pledgees according to this Agreement. 

 For so
long as the Pledge shall remain in effect, each of the Pledgors shall continue to be registered as a shareholder with voting rights in the share register of the Company with respect to the Existing Shares. Upon the occurrence of an Enforcement
Event, the Security Agent shall, following receipt of express written instructions from the Instructing Group or otherwise in accordance with the terms of the Intercreditor Agreement, be entitled, but not obligated, to exercise the voting rights in
accordance with Article 5.3. 
  

	4	Transfer of Future Shares 


Each of the Pledgors shall, and shall procure (or the Security Agent on its behalf) that the Company will, promptly upon the accrual,
offer or issue of any Future Shares duly transfer to the Security Agent all share certificates and other documents representing such Future Shares, in the case of registered shares, by share certificates duly endorsed in blank. 

 

	5	Shareholder Rights 

  

	5.1	Subscription Rights 

 As
long as no Enforcement Event has occurred, the right to exercise the pledged Subscription Rights shall remain with each Pledgor, provided, however, that all Shares, Participation Rights and other rights and interests acquired by the Pledgors upon
exercise of Subscription Rights shall be pledged pursuant to Article 2.1 and all share certificates and other documents representing such Shares, Participation Rights and other rights and interests shall be transferred to the Security Agent pursuant
to Article 4. 

  
 9 








 In case a Pledgor does not intend to exercise any Subscription Rights, each of the Pledgors
herewith agrees to assign and herewith assigns such Subscription Rights free of charge to the Security Agent and the Security Agent shall be entitled, but not obliged, to exercise such Subscription Rights. For that purpose, the Pledgors shall
promptly do all acts and things and permit all acts and things to be done which are necessary for the Security Agent to exercise such Subscription Rights (for the avoidance of doubt, not including the payment of the subscription price). 

The Pledgors shall notify the Security Agent, in writing, promptly of any grant of Subscription Rights and each of the Pledgors undertakes
to notify the Security Agent of any intention not to exercise Subscription Rights not less than 20 Business Days prior to expiration of the right to exercise such Subscription Rights. 

Upon the occurrence of an Enforcement Event, the Security Agent shall be entitled, but not obligated, to exercise the Subscription Rights.
For that purpose, each of the Pledgors shall promptly do all acts and things (for the avoidance of doubt, not including the payment of the subscription price) and permit all acts and things to be done which are necessary for the Security Agent to
exercise the Subscription Rights. 
  

	5.2	Dividends 

 As long as no
Enforcement Event has occurred, each Pledgor shall be entitled to receive and retain all Dividends. 
 Upon the occurrence of an
Enforcement Event, the Security Agent shall be entitled to receive and retain all Dividends. For that purpose, each of the Pledgors shall promptly (i) pay any moneys subsequently distributed and received by the Pledgors as Dividends (net of any
tax) in respect of the Shares to the Security Agent and (ii), to the extent permitted by law, do all acts and things and permit all acts and things to be done which are necessary to enable the Security Agent to collect such Dividends directly from
the Company; dividends in the form of Shares or Participation Rights shall be deemed Future Shares and be subject to Article 4. 
  

	5.3	Voting Rights 

 As long as
no Enforcement Event has occurred, all voting rights in the Shares shall remain with the Pledgors. 
 When exercising (or failing
to exercise) the voting rights in the Shares, each of the Pledgors shall act: 
  

	 	a)	in a manner that is not inconsistent with the Facilities Agreement, the Intercreditor Agreement, this Agreement (in particular Article 7) and any other Debt Document;
and 


  
 10 










	 	b)	in a manner that would not intentionally be prejudicial to the validity and enforceability of the Pledge or cause an Event of Default or Enforcement Event to occur.


 Upon the occurrence of an Enforcement Event, the Security Agent shall have the right (but not the obligation) to
exercise the voting rights in the Shares after obtaining express written instructions from the Instructing Group or otherwise in accordance with the terms of the Intercreditor Agreement at its discretion. For that purpose, each of the Pledgors shall
promptly (i) execute any and all proxies in favor of the Security Agent or any person designated by the Security Agent and (ii) do all acts and things and permit all acts and things to be done which are necessary for the Security Agent or
the person designated by the Security Agent to exercise its voting rights in the Shares. 
  

	6	Representations and Warranties 

 Each of the Pledgors hereby represents and warrants to the Pledgees that as of the date of this Agreement: 
  

	 	a)	the documents referred to in Articles 3a) and 3d) are accurate, complete and up-to-date; 


 

	 	b)	the resolutions referred to in Article 3b) have been duly passed in meetings duly convened or by circular resolutions duly taken, accurately reflect the resolutions and
other matters reflected therein and are in full force and effect and have not been revoked or amended; 

  

	 	c)	it is a company, duly formed and validly existing pursuant to the laws of the United Mexican States (in respect of CEMEX, CEMEX Mexico and Tolteca) and the State of
Delaware (in respect of Interamerican); 

  

	 	d)	its representative is duly authorized to enter into this Agreement, which authority has not been revoked or modified in any manner whatsoever; 


 

	 	e)	the execution of, and performance of its obligations under, this Agreement by each Pledgor has been duly authorized by all necessary corporate action on behalf of the
Pledgor; 

  

	 	f)	the execution of, and performance of its obligations under, this Agreement by each Pledgor does not contravene or violate any Mexican or Swiss law, authorization or
order applicable to that Pledgor in any material respect; 


  
 11 










	 	g)	no shareholders’ meeting or board meeting of the Company or any of the Pledgors has been held in which resolutions were passed or approved that could negatively
affect the security interest created under this Agreement or any other right of the Pledgees under this Agreement; 

  

	 	h)	no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required (i) for the pledge of the
Shares pursuant hereto or for the execution, delivery or performance of this Agreement by it, (ii) for the perfection or maintenance of the pledge created hereby (including the first priority nature of such pledge) or (iii) for the
exercise by the Security Agent or the Pledgees of its/their rights provided for in this Agreement or the remedies in respect of the Shares pursuant to this Agreement, 


 

	 	i)	the Existing Shares set forth in Annex 1 are duly and validly issued by the Company, are fully paid and constitute approximately 99.57 % of the issued and
outstanding shares of the Company; 

  

	 	j)	each Pledgor is the sole legal and beneficial owner of its portion of the Existing Shares as set forth in Annex 1, which are free and clear of any pledges, liens,
encumbrances, or other interests or third party rights of any nature other than the Pledge created hereunder; 

  

	 	k)	the Company has not created any authorized or conditional share capital or granted any options for the acquisition of Shares; 


 

	 	l)	this Agreement (i) constitutes legal and valid obligations binding on each of the Pledgors, (ii) is, subject to the original of the share certificates
representing the Existing Shares being in the possession of the Security Agent (which, for the avoidance of doubt, is the case as of the date of this Agreement), an effective and perfected first ranking security over the Existing Shares securing the
Secured Obligations, and (iii) is enforceable against any of the Pledgors in accordance with its terms; 

  

	 	m)	acknowledges and understands that the Security Agent appears in its capacity as security agent, acting in the name and for the account of the Pledgees, in accordance
with the terms of the Debt Documents; 

  

	 	n)	acknowledges and understands the terms of the Debt Documents, as well as the amounts due and payable to the Secured Parties under the Debt Documents by it and the other
Obligors (as such term is defined in the Facilities Agreement), and agrees that the pledge created hereunder secures, among others, the payment of such amounts; and 


 

	 	o)	each of CEMEX Mexico and Tolteca acknowledges that by virtue of the Debt Documents it will obtain a direct benefit for its business and operations.



  
 12 










	7	Undertakings 

 Each of the
Pledgors hereby undertakes not to enter into any legal instrument relating to, or granting any pledge, lien, encumbrance, or other interest or third party right over the Shares. 

In addition, except in accordance with the terms of the Facilities Agreement and any other Debt Document and for as long as the Pledge
remains in effect, each of the Pledgors hereby undertakes: 
  

	 	a)	not to dispose of, transfer or assign the Shares or take any other action with respect to the Shares (other than in accordance with the Facilities Agreement) that would
jeopardize (i) any rights of the Pledgees under this Agreement or any other Debt Document or (ii) the validity and enforceability of the Pledge; 

  


	 	b)	not to revoke or amend the board resolution referred to in Article 3b); 

  

	 	c)	not to vote in favor of any resolution with regard to the Company whereby: 


 

	 	(i)	the Existing Shares would be modified or altered; or 

  

	 	(ii)	the transferability of the Shares would be restricted in any way; 

  

	 	d)	to promptly inform the Security Agent, in writing, (i) if a third party claims or pretends to own any of the Shares and (ii) of all circumstances concerning
the Company which might materially adversely affect the validity or enforceability of the Pledge; 

  

	 	e)	to enter into and to procure the perfection of additional pledge agreements (at its own cost and expense), if and to the extent that a pledge of certain Related Rights
requires, as a matter of law, the execution and perfection of a specific pledge agreement for such Related Rights; 

  

	 	f)	to do all acts and things necessary (at its own cost and expense) in case of a realization of the Pledge, and procure that any acts and things be done (at its own cost
and expense) to properly effect any transfer of the Shares to a new owner, free of any pledge, lien, encumbrance, or other interest or third party right of any nature on any of the Shares so transferred and, in the case of registered shares, to
procure that the board of directors of the respective Company register such new owner as new shareholder of the Company with voting rights; and 

  

	 	g)	to promptly execute such further documents and do such further acts (at its own cost and expense) which the Pledgees may reasonably require for the purpose of the
creation, perfection, protection and realization of the Pledge. 


  
 13 










	8	Realization of Pledge 


Upon the occurrence of an Enforcement Event and subject to the Intercreditor Agreement, the Security Agent shall, after obtaining express
written instructions from the Instructing Group or otherwise in accordance with the terms of the Intercreditor Agreement, have the right, but not the obligation, to enforce the Pledge created pursuant to this Agreement, by liquidation of the Shares
in full or in part through an auction or a private sale (Private Verwertung) or acquisition of the Shares for the Security Agent’s or any other Pledgee’s account (Selbsteintritt), in each case without having to initiate
proceedings under, and without regard to the formalities provided in, the DEBA and, to the extent legally permissible, without the need to give prior notice to the Pledgors. 
 In case of an acquisition of the Shares for the Security Agent’s or any other Pledgee’s account (Selbsteintritt), such acquisition shall be done at the “intrinsic value”
(innerer Wert) of the Shares (the “Intrinsic Value”). If the Pledgors and the Security Agent do not reach an agreement on the Intrinsic Value within 10 Business Days from the date of the Security Agent’s first proposal,
the Intrinsic Value shall be determined by an independent expert (Schiedsgutachter) to be mutually appointed by the relevant parties. The expert’s determination of the Intrinsic Value shall be final. If the relevant parties cannot,
within 10 Business Days from the date of the Security Agent’s first proposal, agree on the expert to be appointed, the independent expert shall be appointed by the president of the “TREUHANDKAMMER Schweizerische Kammer der
Wirtschaftsprüfer und Steuerexperten” Zurich, Switzerland. 
 Upon the occurrence of an Enforcement Event, the
Security Agent shall, after obtaining express written instructions from the Instructing Group or otherwise in accordance with the terms of the Intercreditor Agreement, have full discretion as to manner, time and place of enforcement of the Pledge.
Each of the Pledgors shall co-operate and render (at its own cost and expense) all assistance, which the Security Agent considers necessary, in order to facilitate the enforcement of the Pledge. 

Any money received or realized by the Security Agent from any enforcement of the Pledge shall be paid or applied in the order set out in
clause 10 (Application of Proceeds) of the Intercreditor Agreement. 
 Notwithstanding the foregoing and notwithstanding the
provision of article 41 DEBA, the Security Agent shall be entitled to institute or pursue the enforcement of the Secured Obligations pursuant to regular debt enforcement proceedings without having first to institute proceedings for the realization
of any security interest created to secure the Secured Obligations (Ausschluss des beneficium excussionis realis). The Parties agree in advance that a sale according to article 130 DEBA (Freihandverkauf) shall be admissible.


  
 14 










	9	Release of Pledge 

 The
Pledge shall be automatically (a) terminated and cancelled and (b) the Shares or, in case of realization of the Shares, the remainder thereof, shall be released and returned to the Pledgors at their own cost and expense, at the earlier of
(i) the day on which all Secured Obligations have been discharged in full and the Security Agent is satisfied (having been instructed in accordance with the terms of the Intercreditor Agreement) that no further Secured Obligations are capable
of arising and no amount paid to discharge the Secured Obligations is capable of being avoided or reduced in bankruptcy, insolvency or similar laws or (ii) the Release Date. 

 

	10	Position of the Security Agent 

 The Security Agent has been duly appointed by each of the Pledgees under the Facilities Agreement and the Intercreditor Agreement (in particular clause 11) to act as security agent. The Security Agent
shall act, for the purpose of this Agreement, in its capacity as security agent in the name and for the account of the Pledgees and is authorised to exercise the rights, powers, authorities and discretions specifically given to the Security Agent
under or in connection with this Agreement together with any other incidental rights, powers, authorities and discretions as direct representative (direkter Stellvertreter) of the Pledgees. The Pledgors acknowledge such rights and powers and
acknowledge in particular clause 11.5 of the Intercreditor Agreement (No independent power). 
 The Security Agent
performs this Agreement and exercises the rights of the Pledgees arising hereunder, as direct representative (direkter Stellvertreter) of each of the Pledgees. Any action with respect to this Agreement taken by the Security Agent shall be
construed as binding upon each of the Pledgees. 
 The Security Agent shall not, whether by virtue of this Agreement or by
exercising any of its rights thereunder, owe any duty of care or fiduciary duty to the Pledgors or the Company. 
 The permissive
rights of the Security Agent to take action under this Agreement shall not be construed an obligation or duty for it to do so. 

Provided it complies with its obligations in this Agreement, the Security Agent is not required to have any regard to the interests of the
Company. 
 In acting as Security Agent, the Security Agent shall be treated as acting through its agency division which shall be
treated as a separate entity from its other divisions and departments. Any information received or acquired by the Security Agent which is received or acquired by some other division or department or otherwise than in its capacity as Security Agent
may be treated as confidential by the Security Agent and will not be treated as information possessed by the Security Agent in its capacity as such. 

  
 15 









 In acting or otherwise exercising its rights or performing its duties under any of this
Agreement, the Security Agent shall act in accordance with the provisions of the Intercreditor Agreement and shall, when required to grant a consent, exercise a discretion or power, take or omit to take any action, act pursuant to any instruction or
direction from the Instructing Group or Administrative Agent (as applicable and as provided in the Intercreditor Agreement). In so acting, the Security Agent shall have the rights, benefits, protections, indemnities and immunities set out in the
Intercreditor Agreement as if those provisions were set out in this Agreement, mutatis mutandis, and shall not incur any liability to the Pledgors, the Company or to any other Person. 

The provisions of this Clause 10 shall survive any termination of this Agreement. 

 

	11	Transfer of Rights and Obligations 

 The Pledgors may only transfer rights or obligations arising under this Agreement to third parties with the prior written consent of the Security Agent. 

Each Finance Party and each Refinancing Party (as defined in the Intercreditor Agreement) which has become a party to a Debt Document
after the date of this Agreement in accordance with the Debt Documents shall automatically become a party to this Agreement (Vertragspartei) (through the representation of the Security Agent), and thereby assume all rights and obligations of
a Pledgee and each of the Pledgors explicitly consents to such Finance Party becoming a party to this Agreement (Vertragspartei), and thereby assuming all rights and obligations of a Pledgee. 

Each Noteholder and Noteholder Trustee (as each such term is defined in the Intercreditor Agreement) shall have the benefit of the
security created hereby in accordance with the terms of the Intercreditor Agreement. 
  

	12	Indemnification 

 The
Security Agent and each Pledgee shall not be liable for any loss or damage suffered by any of the Pledgors save in respect of such loss or damage which is suffered as a result of the wilful misconduct (Absicht) or gross negligence (grobe
Fahrlässigkeit) of a Pledgee or the Security Agent. Notwithstanding anything to the contrary herein, any liability of each of the Pledgees towards each of the Pledgors under this Agreement shall not be joint and several (nicht
solidarisch) but separate and independent. 

  
 16 










	13	General Provisions 

  

	13.1	Costs and Expenses 

 With
respect to costs and expenses, Clause 17 (Costs and Expenses) of the Facilities Agreement shall apply and the provisions thereof are incorporated herein by reference (with such conforming changes as necessary for interpretation being deemed
to be made for the purposes of this Agreement). 
  

	13.2	Notices 

 All notices or
other communications to be given under or in connection with the Agreement shall be made pursuant to, and in accordance with, the provisions of the Finance Documents, in particular clause 33 (Notices) of the Facilities Agreement and clause 18
(Notices) of the Intercreditor Agreement. 
  

	13.3	Entire Agreement 

 This
Agreement, including Annex 1 and any other documents referred to herein, constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof, and shall supersede all prior oral and written agreements or
understandings of the parties relating hereto. All references to this Agreement shall be deemed to include Annex 1 hereto. 
  

	13.4	Amendments and Waivers 


This Agreement may only be amended or any provision thereof waived in accordance with the provisions of clause 20.2 (Amendments and
Waivers: Transaction Security Documents) of the Intercreditor Agreement and by a document signed by all Parties or, in case of a waiver of any provision, by a document signed by the Party waiving such provision. 

 

	13.5	Severability 

 Should any
part or provision of this Agreement be held to be invalid or unenforceable by any competent arbitral tribunal, court, governmental or administrative authority having jurisdiction, the other provisions of this Agreement shall nonetheless remain
valid. In this case, the Parties shall endeavor to negotiate a substitute provision that best reflects the economic intentions of the Parties without being unenforceable, and shall execute all agreements and documents required in this connection.

  

	13.6	Remedies Cumulative 

 No
failure or delay on the part of the Security Agent to exercise any power, right or remedy hereunder operates as a waiver thereof, nor shall any single or any partial exercise of any power, right or remedy preclude its further exercise or the
exercise of any other power, right or remedy. 

  
 17 










	13.7	Continuing Security 

 This
Agreement shall create a continuing security and no change or amendment whatsoever in any of the Debt Documents or any document or agreement relating thereto shall affect the validity of the Pledge or the obligations which are imposed on each of the
Pledgors pursuant to it. 
  

	14	Governing Law and Jurisdiction 

  

	14.1	Governing Law 

 This
Agreement (including matters as to the transfer of possession of any share certificates representing the Shares) shall be governed by and construed in accordance with the substantive laws of Switzerland (under the exclusion of the conflict of law
rules of the Swiss International Private Law). 
  

	14.2	Jurisdiction 

 All
disputes arising out of or in connection with this Agreement, including disputes on its conclusion, binding effect, amendment and termination, shall be resolved exclusively by the Courts of the City of Zurich, Switzerland, and shall, if possible, be
adjudicated by the Commercial Court of the Canton of Zurich (Handelsgericht des Kantons Zürich), Switzerland. 
 The
Security Agent and the other Pledgees in addition have the right to institute legal proceedings against each of the Pledgors at any other competent court, in which case Swiss law shall nevertheless be applicable as provided in Article 14.1.

 Signatures on next page 

  
 18 









 Signatures 
 Monterrey, N.L. México, this 17 September 2012 
 for and on behalf of 

CEMEX S.A.B. de C.V. 
  

							
	 /s/ Roger Saldaña
	 		 	 /s/ José Antonio González Flores
	 	
	Roger Saldaña	 		 	José Antonio González Flores	 	

 Monterrey, N.L., México this 17 September 2012 
 for and on behalf of 
 CEMEX México, S.A. de C.V. 

 

							
	 /s/ Roger Saldaña
	 		 	 /s/ José Antonio González Flores
	 	
	Roger Saldaña	 		 	José Antonio González Flores	 	

 Monterrey, N.L., México this 17 September 2012 

 

									
	Interamerican Investments Inc.	 		 		 	
					
	By:	 	 /s/ Roger Saldaña
	 		 	 /s/ José Antonio González Flores
	 	
		 	 Name: Roger Saldaña

Title: Attorney-in-Fact
	 		 	 José Antonio González Flores
 Attorney-in-Fact
	 	

 Monterrey, N.L., México this 17 September 2012 

for and on behalf of 
 Empresas Tolteca de
Mexico, S. A. de C.V. 
  

							
	 /s/ Roger Saldaña
	 		  	 /s/ José Antonio González Flores
	 	
	Roger Saldaña	 		  	José Antonio González Flores	 	

 Monterrey, N.L., México this 17 September 2012 

  
 19 









 Wilmington Trust (London) Limited, acting in its capacity as Security Agent and acting in the name
and for the account of the Pledgees: 
  

			
	 /s/ Paul Barton

	Name:	 	Paul Barton
	Title:	 	Relationship Manager


  
 20 









 Annex 1 

Details of Existing Shares 
  

															
	 Shareholder
	  	Share Issuer	  	Type of
Share	  	Certificate
Number	 	  	Number of
Shares	 	  	Par value
of each
Share
	 CEMEX
	  	CEMEX TRADEMARKS
HOLDING Ltd.	  	Registered Shares	  	 	3	  	  	 	949’126’121	  	  	CHF 1
	 CEMEX Mexico
	  	CEMEX TRADEMARKS
HOLDING Ltd.	  	Registered Shares	  	 	5	  	  	 	217’865’866	  	  	CHF 1
	 Interamerican
	  	CEMEX TRADEMARKS
HOLDING Ltd.	  	Registered Shares	  	 	2	  	  	 	8’424’037	  	  	CHF 1
	 Tolteca
	  	CEMEX TRADEMARKS
HOLDING Ltd.	  	Registered Shares	  	 	4	  	  	 	763’541’990	  	  	CHF 1
		  		  		  				  	  
	  
	 	  	
	 Total
	  		  		  				  	 	1’938’958’014	  	  	
		  		  		  				  	  
	  
	 	  	


  
 21