CONFIDENTIAL FOR DISCUSSION PURPOSES ONLY

Put/Call term sheetFebruary 3March 20, 2012

1. Definitions

Cash of the Comcel Group

Cash and cash equivalents of the Comcel Group, provided, however, that for any company in the Comcel Group which is not wholly-owned, directly or indirectly, by Miffin and Millicom, the calculation of cash and cash equivalents for such company shall take into account the third party interest of any shareholders other than Miffin and Millicom, and cash and cash equivalents of such Comcel Group company for purposes of the agreement shall be reduced in proportion to the third party interest in such company.

Change of Control A “Change in Control” of the Comcel Group shall be deemed to have occurred upon the occurrence of any of the following:

(i) Kinnevik sells, transfers or otherwise disposes of shares in Millicom (other than to a Stenbeck Party), and as a result, Kinnevik and the Stenbeck Parties cease to own, in the aggregate, shares in Millicom representing at least 25% of the outstanding shares or voting power in Millicom, or any Third Party Transferee sells, transfers or otherwise disposes of shares in Millicom, and as a result, the Third Party Transferee ceases to own shares in Millicom representing at least 25% of the outstanding shares or voting power in Millicom,

(ii) any person or group (other than Kinnevik, a Stenbeck Party) or a Third Party Transferee) acquires ownership directly or indirectly, beneficially or of record of 25% or more of the outstanding shares or voting power of Millicom,

(iii) Millicom issues new shares of Millicom, or securities exercisable or convertible into shares of Millicom, to any person or group of persons acting in concert (other than Kinnevik, a Stenbeck Party or a Third Party Transferee) representing (when fully exercised or converted) more than 25% of the outstanding shares or voting power in Millicom,

(iv) Millicom merges with another entity, and as a result of such merger, the former shareholders of Millicom, together with any Stenbeck Party not previously a shareholder of Millicom, own

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less than 75% of the outstanding shares or voting power in the surviving company,

(v) there is a recapitalization, restructuring, liquidation or similar transaction involving a substantial amount of Millicom’s assets, liabilities or equity,

(vi) there is a sale, lease, exchange or other transfer (in a single transaction or a series of related transactions) of all or substantially all of the assets of Millicom to any person or group,

(vii) any person or group (other than a Stenbeck Party) directly or indirectly acquires (including by merger, consolidation, business combination or a similar transaction) more than 50% of the capital stock of Kinnevik or the Stenbeck Parties, in the aggregate, otherwise cease to beneficially own at least 50% of the capital stock of Kinnevik or cease to control at least 50% of the voting power over shares in Kinnevik, or if Kinnevik has transferred its shares in Millicom to a Third Party Transferee, any person or group directly or indirectly acquires (including by merger, consolidation, business combination or a similar transaction) more than 50% of the capital stock of such Third Party Transferee or the then current shareholders of such Third Party Transferee otherwise cease to beneficially own at least 50% of the capital stock of the Third Party Transferee or cease to control at least 50% of the voting power over shares in the Third Party Transferee,

(viii) Kinnevik or a Third Party Transferee enters into a voting agreement with a third party (other than a Stenbeck Party) which results in such third party obtaining or sharing voting power with respect to 25% or more of the outstanding shares of Millicom,

(ix) any person or group (other than a Stenbeck Party or a controlled affiliate of Millicom), directly or indirectly acquires (including by merger, consolidation, business combination, voting agreement or a similar transaction) more than 50% of the shares or voting power in the Comcel Group owned as of the date hereof by Millicom and its controlled affiliates, or more than 50% of the shares or voting power in the Comcel Group owned by Millicom and its controlled affiliates as of the date of such acquisition.(i) any person or group (other than a Stenbeck Party) acquires beneficial ownership directly or indirectly (including, but not limited to, by acquisition, merger,

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consolidation, business combination, or a similar transaction), of share capital or voting power (on a fully diluted basis) in Millicom representing a higher percentage of the outstanding share capital or voting power than that beneficially owned or controlled by Kinnevik, and that same person or group beneficially owns, directly or indirectly, a greater percentage of the outstanding share capital or voting power of Millicom than any other person or group

(ii) any person or group (other than a Stenbeck Party or a Third Party Transferee), acquires beneficial ownership, directly or indirectly (including, but not limited to, by acquisition, merger, consolidation, business combination, or a similar transaction), of 50% or more of the outstanding share capital or voting power in Millicom.

(iii) any person or group (other than a Stenbeck Party) has the power to vote or has an option to acquire beneficial ownership, directly or indirectly (including, but not limited to, by means of a voting agreement, proxy, ownership of securities convertible or exercisable into Millicom shares, or any similar transaction) of share capital or voting power (on a fully diluted basis) in Millicom representing a higher percentage of share capital or voting power than that beneficially owned or controlled by Kinnevik, and that same person or group, upon exercise of the voting power granted to it or the exercise or conversion of securities beneficially owned by it, would satisfy either of the following conditions:

a) Person or group would beneficially own directly or indirectly, a greater percentage of the outstanding share capital or voting power of Millicom than any other person or group

b) Person or group would exercise control of Millicom as defined under IFRS

(iv) any person or group (other than a Stenbeck Party or a Third Party Transferee) has the power to vote or has an option to acquire beneficial ownership of, directly or indirectly (including, but not limited to, by means of a voting agreement, proxy, ownership of securities convertible or exercisable into Millicom shares, or any similar transaction) 50% or more of the outstanding share capital or voting power in Millicom

(v) any person or group (other than a Stenbeck Party or a Third Party Transferee) satisfies any of the following conditions with respect to Millicom:

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a) Person or group exercises or has the option to exercise, voting power that allow such person or group to appoint the majority of the members of the Board of Directors of Millicom

b) Person or group exercises control of Millicom as defined under IFRS

(vi) there is a recapitalization, restructuring, liquidation or similar transaction involving a substantial amount of Millicom’s assets, liabilities or equity, the result of which is the acquisition of control of Millicom, as defined by IFRS, by any person or group other than a Stenbeck Party

(vii) there is a sale, lease, exchange or other transfer (in a single transaction or a series of related transactions) of all or substantially all of the assets of Millicom to any person or group other than a Stenbeck Party,

(viii) any person or group (other than a Stenbeck Party) directly or indirectly acquires, controls, or has an option to acquire (including, but not limited to, by merger, consolidation, business combination, voting agreement, or a similar transaction) more than 50% of the capital stock or voting power of Kinnevik or the Stenbeck Parties, in the aggregate, otherwise cease to beneficially own at least 50% of the capital stock of Kinnevik or cease to control at least 50% of the voting power over shares in Kinnevik, or if Kinnevik has transferred its shares or voting power in Millicom to a Third Party Transferee, any person or group directly or indirectly acquires, controls, or has an option to acquire (including , but not limited to, by merger, consolidation, business combination, voting agreement or a similar transaction) more than 50% of the capital stock or voting power of such Third Party Transferee or the then current shareholders of such Third Party Transferee otherwise cease to beneficially own at least 50% of the capital stock of the Third Party Transferee or cease to control at least 50% of the voting power over shares in the Third Party Transferee,

(ix) any person or group (other than a Stenbeck Party or a controlled affiliate of Millicom), directly or indirectly acquires (including, but not limited to, by merger, consolidation, business combination, voting agreement or a similar transaction) more than 50% of the shares or voting power in the Comcel Group owned as of the date hereof by Millicom and its controlled affiliates, or more than 50% of the shares or voting power in the Comcel Group owned by Millicom and its

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controlled affiliates as of the date of such acquisition.

Comcel Comunicaciones Celulares, S.A.

Comcel Group Comcel and its controlled affiliates and any Joint Business and its controlled affiliates

Debt of the Comcel Group

Indebtedness for borrowed money of the Comcel Group, provided, however, that for any company in the Comcel Group which is not wholly-owned, directly or indirectly, by Miffin and Millicom, the calculation of indebtedness for borrowed money for such company shall take into account the third party interest of any shareholders other than Miffin and Millicom, and indebtedness for borrowed money equivalents of such Comcel Group company for purposes of the agreement shall be reduced in proportion to the third party interest in such company.

EBITDA of Comcel Group

EBITDA of Comcel Group shall mean the greatest of:

(i) the earnings of Comcel Group, before interest, taxes, depreciation and amortization, and excluding non-recurring items, for the most recently completed fiscal year as set forth on the Financial Statements, or

[OPTIONS 2 AND 3 DELETED BY SALVADORE]

(ii) the average of the earnings of Comcel Group, before interest, taxes, depreciation and amortization and excluding non-recurring items, for the most recently completed three fiscal years as set forth on the Financial Statements,

(iii) the earnings of Comcel Group, before interest, taxes, depreciation and amortization, and excluding non-recurring items, for the trailing twelve month period,

(iv) the estimated earnings of Comcel Group for the then-current fiscal year, before interest, taxes, depreciation and amortization, and excluding non-recurring items, determined by adding the actual results for the months completed in the then-current fiscal year to the total budgeted earnings (before interest, taxes, depreciation and amortization, and excluding non-recurring items) for each of the Comcel Group companies for the months remaining in such fiscal year, such budgets to have been approved by the boards of the applicable Comcel

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Group companies;

provided, however, that for any company in the Comcel Group which is not wholly-owned, directly or indirectly, by Miffin and Millicom, the calculation of EBITDA for such company shall take into account the third party interest of any shareholders other than Miffin and Millicom, and EBITDA of such Comcel Group company for purposes of the agreement shall be reduced in proportion to the third party interest in such company.

Financial Statements Financial Statements shall mean the combination (adjusted for the elimination of intercompany transactions), of (i) the consolidated financial statements for Comcel and its controlled subsidiaries, and (ii) the financial statements for each company in the Comcel Group not included in the consolidated financial statements of Comcel in each case, as audited by an internationally recognized independent accounting firm (as appointed by the board of directors of each such Comcel Group company). The Financial Statements shall include for Comcel and its consolidated subsidiaries, and for each company in the Comcel Group not consolidated as part of Comcel’s audited financial statements, a combined balance sheet as of the most recent year end, a combined profit and loss statement for the year then ended and a combined cash flow statement for the year then ended, in each case, approved by the board of directors of the applicable Comcel Group company. The Financial Statements shall be prepared in accordance with IFRS accounting principles consistently applied and in accordance with the standards of the Public Company Accounting Oversight Board (United States) and with International Standards on Auditing.

Millicom and Miffin acknowledge that as of the date hereof, none of Comcel or any of the Comcel Group companies have audited financial statements prepared in accordance with IFRS accounting principles that meet the requirements set forth in the preceding paragraph. Each of Millicom and Miffin hereby agree to cause Comcel (and any other Comcel Group companies not included in Comcel’s consolidated financial statements) to instruct the independent auditors of Comcel and each of the Comcel Group companies not included in Comcel’s consolidated financial statements to prepare audited financial statements in accordance with IFRS accounting principles, for the fiscal years ending December 31, 2009, December 31, 2010, and December 31, 2011, and to prepare Financial Statements which shall be delivered to the board of directors of the

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applicable Comcel Group company for its review and approval. Each of Millicom and Miffin shall cause the board of directors of Comcel and each Comcel Group company not included in Comcel’s consolidated financial statements to instruct that audited financial statements be prepared in accordance with IFRS accounting principles by an internationally recognized accounting firm for all fiscal years during the term of the agreement.

Fixed Price $2,800,000,000, to be adjusted in accordance with the procedures set forth in the definition of “Fixed Price Re-Appraisal Mechanism”, with resulting adjusted price being the “Fixed Price” for purposes of the agreement.

Fixed Price Re-Appraisal Mechanism

If at any date during the term of the agreement, the Gold Price Ratio is at or above 1.4, the Fixed Price shall be the higher of (a) $2,800,000,000 and (b) the effective Fixed Price as of the date that the Gold Price Ratio was first 1.4 or higher, multiplied by the Gold Price Ratio as of such date.

For the avoidance of doubt, the Fixed Price may be adjusted more than once in accordance with the Fixed Price Re-Appraisal Mechanism.

Gold Price The price of an ounce of gold in US dollars, as determined by reference to the 3 PM London Gold Fix Price in US dollars in the London Gold Market Fixing Ltd

If the price of an ounce of gold were not to be quoted by the London Gold Market Fixing Ltd, the “Gold Price” will be the price of an ounce of gold in US dollars (average of bid and ask prices, if applicable) as quoted in Bloomberg, the Wall Street Journal website (www.wsj.com) or the Financial Times website (www.ft.com), in that order.

Gold Price Ratio A value, for any particular date during the term of this agreement, calculated as follows:

1) Prior to any adjustment pursuant to the Fixed Price Re-Appraisal Mechanism: the Gold Price as of the date of calculation, divided by the Gold Price as of the execution of the agreement.

2) Following any adjustment pursuant to the Fixed Price Re-Appraisal Mechanism: the Gold Price as of the date

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of calculation, divided by the Gold Price as of the date of adjustment pursuant to the Fixed Price Re-Appraisal Mechanism.

For the avoidance of doubt, in the event that the Fixed Price is adjusted more than once pursuant to the Fixed Price Re-Appraisal Mechanism, the date used for this calculation shall be the most recent date on which the Fixed Price was adjusted pursuant to the Fixed Price Re-Appraisal Mechanism.

Joint Business From time to time, any company, partnership or jointly-owned business entity formed by Millicom and its affiliates on the one hand, and Miffin and its affiliates, on the other hand, other than Comcel and its direct subsidiaries, in which (i) Millicom and its affiliates and (ii) Miffin and its affiliates are direct or indirect shareholders and together exercise direct or indirect control, regardless of where such business entities may be located or registered. Annex A sets forth the business entities that constitute “Joint Businesses” as of the date hereof.

Kinnevik Investment AB Kinnevik (business registered in Sweden) or any successor entity of AB Kinnevik and any of its controlled affiliates or any successor entities to such controlled affiliates.

Miffin Miffin Associates Corp. (business entity registered in the Republic of Panama) and its controlled affiliates, any company, partnership or other business entity owned or controlled by the current shareholders of Miffin Associates Corp. and any person that acquires all of the shares of the Comcel Group owned by Miffin Associates Corp. or any of its affiliates.

Miffin Ownership Percentage

The beneficial ownership of Miffin in Comcel Group, measured as a percentage of the total equity capital of Comcel Group beneficially owned by Miffin, which as of the date hereof is equal to 45%.

Millicom Millicom International Cellular, S.A. (business entity registered in Luxembourg) or any successor entity of Millicom International Cellular, S.A. and its controlled affiliates or any successor entities to such controlled affiliates.

Millicom Multiple For any transaction described in clauses (i)-(iiv) of the definition of “Change in Control”, the valuation of 100% of the share capital of Millicom implied from a "Change of Control"

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transaction, plus indebtedness for borrowed money of Millicom, less cash of Millicom, divided by the consolidated earnings of Millicom and its controlled affiliates before interest, taxes, depreciation and amortization, and excluding non-recurring items, for the most recently completed fiscal year for which audited financial statements are available.

Millicom Subsidiary Multiple

For any direct acquisition of Comcel Group shares described in clause (ix) of the definition of “Change of Control”, the valuation of 100% of the share capital of Comcel Group as implied by the price paid for the Comcel Group shares acquired in such transaction, plus Debt of Comcel Group, less Cash of Comcel Group, divided by the consolidated earnings of Comcel Group before interest, taxes, depreciation and amortization, and excluding non-recurring items, as set forth in the Financial Statements for the most recently completed fiscal year for which audited financial statements are available.

For any indirect acquisition of Comcel Group shares described in clause (ix) of the definition of “Change of Control”, the valuation of 100% of the share capital of the Millicom controlled affiliate acquired in such transaction as implied from the price paid for the shares of such controlled affiliate of Millicom, plus indebtedness for borrowed money of such Millicom controlled affiliate, less cash of such Millicom controlled affiliate, divided by the consolidated earnings of such Millicom controlled affiliate and any of its controlled affiliates before interest, taxes, depreciation and amortization, and excluding non-recurring items, for the most recently completed fiscal year for which audited financial statements are available.

Net Income of Comcel Group

The greatest of:

(i) the net income of Comcel Group, excluding non-recurring items, for the most recently completed fiscal year as set forth on the Financial Statements, or

[OPTIONS 2 AND 3 DELETED BY SALVADOR]

(ii) the average of the net income of Comcel Group, excluding non-recurring items, for the most recently completed three fiscal years as set forth on the Financial Statements,

(iii) the net income of Comcel Group, excluding non-recurring items, for the trailing twelve month period,

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(ivii) the estimated net income of Comcel Group for the then-current fiscal year, excluding non-recurring items, determined by adding the actual results for the months completed in the then-current fiscal year to the budgeted net income for each of the Comcel Group companies for the months remaining in such fiscal year (excluding non-recurring items), such budget to have been approved by the boards of the applicable Comcel Group companies

Premium Multiple The “Premium Multiple” shall be calculated as follows:

(1) (i) the greatest of the trailing 30, 60 and 90-day  volume weighted  Millicom share price (measured from the date of the occurrence of a “Change of Control” ), multiplied by a factor of 1.30x (the “Millicom Adjusted Share Price”) multiplied by (ii) the number of Millicom shares outstanding on a fully diluted basis (including all convertible, exchangeable or exercisable securities with a strike price equal to or greater than the Millicom Adjusted Share Price),

plus

(2) all indebtedness of Millicom for borrowed money (including any convertible securities with a strike price less than the Millicom Adjusted Share Price),

less

(3) cash of Millicom,

The result of the above calculation ((1) plus (2) less (3)) is divided by the consolidated earnings of Millicom and its controlled affiliates before interest, taxes, depreciation and amortization, and excluding non-recurring items, for the most recently completed fiscal year for which audited financial statements are available in order to obtain the “Premium Multiple”.

Stenbeck Party “Stenbeck Party” means any of the following:

(A) any of Cristina Stenbeck or her children, siblings or siblings’ children, or any spouse of the foregoing persons;

(B) any trust, foundation or similar legal entity where one or more of the persons under (A) is the sole beneficiary or

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controls more than 50% of the board;

(C) any other company, partnership or other legal entity under direct or indirect control by one or more of the persons under (A) or (B), where such control shall be deemed to exist if one or more of the persons under (A) or (B) alone or jointly can exercise more than fifty percent (50%) of the voting rights of the highest decision-making body or have the benefit of more than fifty percent (50%) of the economic rights from such company, partnership or entity.

Third Party Transferee

In the event that Kinnevik and/or one or more Stenbeck Parties sells, transfers or otherwise disposes of shares in Millicom representing, in the aggregate, 25% or more of the outstanding shares or voting power in Millicom, the transferee of such Millicom shares shall be referred to as the Third Party Transferee.

2. Articles of Incorporation of Comcel (effective as of January 23, 2002)

No changes to existing Articles of Incorporation of Comcel

3. Call Option: Miffin grants to Millicom the unconditional right to purchase all of the shares in Comcel Group owned directly or indirectly by Miffin. The Call Option may be exercised in whole, but not in part, and may only be exercised for the concurrent purchase of shares in all Comcel Group companies.

Exercise period Exercisable at any time during the term set forth in item 9 below.

Exercise price The aggregate exercise price to be paid by Millicom to Miffin for the purchase of all shares of the companies in the Comcel Group shall be paid in cash in US dollars, and shall be the greatest of (as expressed in US dollars):

o $2,800,000,000o the Fixed Priceo (13 times Net Income of Comcel Group), multiplied

by the Miffin Ownership Percentage

4. Call Option true-up:

If Millicom or any of its affiliates purchases the shares of companies in the Comcel Group from Miffin pursuant to the exercise of the Call Option, and within 24 months of such purchase, Millicom or any of its affiliates enters into a binding agreement to directly or indirectly sell, transfer or dispose of (including by merger, consolidation, business combination or a

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similar transaction) any of the shares in any company in the Comcel Group to a third party, (a “Subsequent Sale”), then Millicom shall concurrent with the closing of such Subsequent Sale pay to Miffin an amount in cash equal to:

A. The price per Comcel Group company share received by Millicom in a Subsequent Sale

less

B. The Call Option exercise price allocated to the purchase of such Comcel Group company or companies included in the Subsequent Sale, in each case divided by the number of shares of such Comcel Group company purchased by Millicom upon exercise of the Call Option

multiplied by

C. For each Comcel Group company included in the Subsequent Sale, the number of shares of such Comcel Group Company purchased by Millicom upon exercise of the Call Option.

The price per share received by Millicom in a Subsequent Sale shall be calculated by a third party valuation expert, reasonably acceptable to Millicom and Miffin, on a company-by-company basis for each Comcel Group company included in the Subsequent Sale, with the allocation of Call Option exercise price determined by reference to the pro-rata percentage of EBITDA (for the most recently completed fiscal year) for such Comcel Group company included in the Subsequent Sale to the Comcel Group as a whole (adjusted for any differences in the capital structure of such Comcel Group company included in the Subsequent Sale relative to the Comcel Group as a whole), as of the date of the exercise of the Call Option. Equitable adjustments shall be made to reflect any changes in the capital structure of the relevant companies in the Comcel Group, including but not limited to any stock dividends, stock splits, stock combinations, reclassifications, special dividends or any similar transactions that would affect the number of shares or the outstanding capital of any relevant Comcel Group company.

For the avoidance of doubt, the definition of “Subsequent Sale” shall include the sale of any of the shares of any Comcel Group company either in a stand-alone transaction, or together with

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other businesses, assets or equity interests owned by Millicom (a “Combination Sale”). If any of the shares of any Comcel Group company is sold to a third party as part of a Combination Sale, then the percentage of the aggregate consideration paid in such Combination Sale allocated to the shares of the Comcel Group company sold shall be determined by reference to the EBITDA of such Comcel Group company for the most recent fiscal year as a percentage of the EBITDA (adjusted for any differences in the capital structure of the Comcel Group relative to the third party company, such as debt or cash) for such period attributable to all businesses, assets and equity interests transferred to the third party in the Combination Sale.

EBITDA of any Comcel Group company included in a Combination Sale and EBITDA attributable to the businesses, assets and equity interests included in any Combination Sale shall be calculated by a third party valuation expert, reasonably acceptable to Millicom and Miffin, in accordance with the procedures described in clause (i) of the definition of “EBITDA of the Comcel Group”, with references to the Financial Statements meaning the financial statements of the relevant companies in the Comcel Group or the businesses included in such Combination Sale, as applicable.

Equitable adjustments shall be made to reflect any changes in the capital structure of Comcel Group, including but not limited to any stock dividends, stock splits, stock combinations, reclassifications, special dividends or any similar transactions that would affect the number of shares or the outstanding capital of the Comcel Group companies.

In the event that audited financial statements in accordance with IFRS accounting principles are not available for all of the Comcel Group companies included in a Subsequent Sale, Miffin may require that such Comcel Group companies hire an internationally recognized independent accounting firm to perform such audits, which shall include a balance sheet as of the most recent year end, a profit and loss statement and a cash flow statement for the year then ended, in each case.

5. Put Option: Millicom grants to Miffin the right to cause Millicom to purchase all of the shares in Comcel Group owned directly or indirectly by Miffin upon the occurrence of a “Change of Control”. The Put Option may be exercised in whole, but not in part, and may only be exercised for the concurrent sale of shares in all Comcel Group

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companies.

Exercise period Millicom shall notify Miffin within ten business days of any occurrence of a “Change of Control”. The Put Option will be exercisable at any time during the 60 day period following receipt by Miffin of a notice from Millicom that a "Change of Control" has occurred, provided however, that if a “Change of Control” occurs on a date that is less than 60 days prior to the scheduled expiration of the agreement, the Put Option shall be exercisable for 60 days following the receipt by Miffin of such “Change of Control” notice, and the agreement shall be extended for such additional period.

Expiration The Put Option expires if not exercised on or before the term of this agreement as set forth in item 9 below.. If the Put Option is not exercised by Miffin during the exercise period following a “Change of Control”, the Put Option shall remain effective for the remaining term of the agreement, and may be exercised by Miffin in accordance with its terms in the event of a subsequent “Change of Control” prior to the expiration of the agreement.

Exercise price The aggregate exercise price to be paid by Millicom to Miffin for the purchase of all shares of the companies in Comcel Group shall be paid in cash in US dollars (no later than the date that is 60 days after the exercise of the Put Option), and shall be equal to:

A. For a “Change of Control” transaction described in clauses (i)-(iiv) in the definition of “Change of Control”, the exercise price of the Put Option shall be the Miffin Ownership Percentage multiplied by the result of the following calculation:

(1) EBITDA of the Comcel Group,

multiplied by

(2) the greater of 7 and the "Millicom Multiple",

less

(3) Debt of the Comcel Group

plus

(4) Cash of the Comcel Group

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B. For a “Change of Control” transaction described in clauses (iiiv) through (viii) of the definition of “Change of Control”, the exercise price of the Put Option shall be the Miffin Ownership Percentage multiplied by the result of the following calculation:

(1) EBITDA of the Comcel Group,

multiplied by

(2) the greater of 7 and the "Premium Multiple",

less

(3) Debt of the Comcel Group

plus

(4) Cash of the Comcel Group

C. For a “Change of Control” transaction described in clause (ix) in the definition of “Change of Control”, the exercise price of the Put Option shall be the Miffin Ownership Percentage multiplied by the result of the following calculation:

(1) EBITDA of the Comcel Group,

multiplied by

(2) the greater of 7 and the "Millicom Subsidiary Multiple",

less

(3) Debt of the Comcel Group

plus

(4) Cash of the Comcel Group

6. “Change of Control” true-up:

(A) If within the 12 month period following the exercise of the Call Option, Millicom enters into a binding agreement that, when consummated, would result there isin a “Change of Control” as

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described in clauses (i)-(iiv) of the definition of “Change of Control”, then promptly following such consummation of a “Change of Control”, Millicom shall pay to Miffin an amount in cash in US dollars equal to the amount by which the Miffin Ownership Percentage multiplied by the result of the following calculation exceeds the Call Option exercise price paid to Miffin upon exercise of the Call Option:

(1) EBITDA of the Comcel Group as calculated in connection with the exercise of the Call Option,

multiplied by

(2) the "Millicom Multiple",

less

(3) Debt of the Comcel Group as calculated in connection with the exercise of the Call Option

plus

(4) Cash of the Comcel Group as calculated in connection with the exercise of the Call Option (B) If within the 12 month period following the exercise of the Call Option, Millicom enters into a binding agreement that, when consummated, would result in there is a “Change of Control” as described in clauses (iiiv)-(viii) of the definition of “Change of Control”, then promptly following such consummation of a “Change of Control”, Millicom shall pay to Miffin an amount in cash in US dollars equal to the amount by which the Miffin Ownership Percentage multiplied by the result of the following calculation exceeds the Call Option exercise price paid to Miffin upon exercise of the Call Option:

(1) EBITDA of the Comcel Group,

multiplied by

(2) the "Premium Multiple",

less

(3) Debt of the Comcel Group

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plus

(4) Cash of the Comcel Group

(C) If within the 12 month period following the exercise of the Call Option, Millicom enters into a binding agreement that, when consummated, would result in there is a “Change of Control” as described in clause (ix) of the definition of “Change of Control”, then promptly following such consummation of a “Change of Control”, Millicom shall pay to Miffin an amount in cash in US dollars equal to the amount by which the Miffin Ownership Percentage multiplied by the result of the following calculation exceeds the Call Option exercise price paid to Miffin upon exercise of the Call Option:

(1) EBITDA of the Comcel Group,

multiplied by

(2) the "Millicom Subsidiary Multiple",

less

(3) Debt of the Comcel Group

plus

(4) Cash of the Comcel Group

Equitable adjustments shall be made to reflect any changes in the capital structure of Millicom (including, but not limited to, stock dividends, stock splits, stock combinations, reclassifications or similar transactions with respect to the capital stock of Millicom).

7. Tag along right: If Millicom receives a bona fide offer from a third party to purchase (directly or indirectly through the purchase of any controlled affiliate of Millicom) any of its shares in Comcel or any company in the Comcel Group, Millicom and its controlled affiliates may not transfer shares to such third party unless the third party offers to purchase from Miffin a proportionate number of shares in Comcel or such Comcel Group company on the same terms as those offered to Millicom. Miffin has the right but not the obligation to accept such offer.

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8. Confidentiality: Neither party shall make any public announcement or disclosure with respect to the subject matter of this term sheet without the consent of the other party, except as required by law or regulation, or pursuant to the request of any competent court, regulator or securities exchange. If such disclosure is required as set forth in the preceding sentence, the parties shall first consult in good faith as to the information to be disclosed and shall take into account the comments to of the other party before making any such disclosure.

9. Term The Put/Call agreement described herein shall have a three year term, which shall renew automatically for additional annual terms unless either party gives notice of termination to the other party at least six months prior to the next scheduled expiration date.

10. Governing Law/ Arbitration

The agreement will be governed by New York law.

Any disputes under the agreement will be resolved by arbitration in New York City before the International Chamber of Commerce (ICC) International Court of Arbitration, through an arbitral tribunal of three arbitrators formed and governed in accordance with ICC Arbitration Rules.

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Annex A

1. Navega.com, Sociedad Anonima 2. Comunicaciones Corporativas, Sociedad Anonima (COMCORP) 3. Servicios Especializados en Telecomunicaciones, Sociedad Anonima (SESTEL) 4. Distribuidora de Telecomunicaciones de Occidente, Sociedad Anonima (COOCSA) 5. Distribuidora Central de Comunicaciones, Sociedad Anonima (COCENSA) 6. Distribuidora de Comunicaciones de Oriente, Sociedad Anonima (COORSA) 7. Distribuidora Internacional de Comunicaciones, Sociedad Anónima (INTERNACOM) 8. Servicios Innovadores de Comunicación y Entretenimiento, S.A. (SICESA) 9. Newcom Guatemala, Sociedad Anónima (in process of merger with Navega.com, S.A.) 10. Asesoria en Telecomunicaciones, Sociedad Anonima (ASERTEL) (in process of merger with Navega.com, S.A.) 11. Totalcom Sociedad Anónima (in process of merger with Navega.com, S.A.) 12. Comunicaciones Celulares, Sociedad Anónima (COMCEL) 13. Fundación TIGO

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