1 Trademark Use License Agreement Bolsa de Valores de São Paulo, a not-for-profit civil association, with head office in the City of São Paulo, State of São Paulo, at Rua XV de Novembro 275, enrolled with the National Corporate Taxpayers Register (CNPJ) under No / , herein represented by its undersigned legal representative ( BOVESPA ); and Banco Itaú S.A., a financial institution, with head office in the City of São Paulo, State of São Paulo, at Praça Alfredo E. S. Aranha 100, Torre Itaúsa, Parque Jabaquara, enrolled with CNPJ under No / , herein represented by its undersigned legal representatives ( ITAUBANCO ). WHEREAS: (A) BOVESPA is the lawful owner of the trademarks specified in the Exhibit, BOVESPA - Bolsa de Valores de São Paulo and IBrX ( Trademarks ), whose application was duly filed with the National Institute of Intellectual Property - INPI; (B) the calculation methodology of IBrX-50 ( IBrX-50 ) index is in public domain; (C) ITAÚBANCO shall be the manager of an investment fund tradable at market index ( Fund ) to be created for the purpose of reflecting to the maximum extent possible the IBrX-50 price and profitability and, as a result thereof, ITAÚBANCO is interested in using the Trademarks; and (D) BOVESPA wishes to authorize ITAUBANCO to use the Trademarks pursuant to the sections and conditions below, The parties hereto covenant the following: 1. SUBJECT MATTER BOVESPA licenses to ITAUBANCO the use of the Trademarks for a definite term, free of charge and on a non-exclusive, irrevocable and irreversible basis The Trademarks may be used by ITAUBANCO: (a) on the name and conceptualization of the Fund; (b) to perform marketing acts and resources in the advertising, announcement, information and distribution campaigns of the Fund within Brazilian territory and abroad ITAUBANCO may choose to use its own trademark along with the Trademarks on the name, conceptualization, publicity, advertising, information and support campaigns of the Fund. 2. OBLIGATIONS OF ITAUBANCO ITAUBANCO undertakes: 2.1. not to use the Trademarks in a way other than as provided for herein;
2 2.2. not to use nor file application with the trademark protection agency of any country for trademarks that contain the Trademarks in its composition without the prior written authorization from BOVESPA; 2.3. not to use the Trademarks to identify services or products other than the Fund without the prior written authorization from BOVESPA; 2.4. to immediately inform BOVESPA of all acts known by ITAUBANCO regarding violation, unfair competition and complaint performed by third parties and related to the Trademarks, including any legal or administrative proceedings. 3. OBLIGATIONS OF BOVESPA BOVESPA undertakes: 3.1. to take all administrative, extrajudicial and judicial measures to ensure the uncontested and peaceful use of the Trademarks by ITAUBANCO; 3.2. Bovespa guarantees that it is the owner of the Trademarks and that it has the right to grant the license hereof within the scope specified in this Agreement. In the event third parties allege in any judicial or extrajudicial action that the use of the Trademarks by ITAUBANCO infringes or violates any other trademark, (a Third Party s Action ), ITAUBANCO shall immediately notify it to BOVESPA, which shall file a defense against the Third Party s Action and keep ITAUBANCO free from any loss, costs or expenses arising from such action. 4. CONDUCT DUTIES The relationship between the Parties as a result of this Agreement and for the purpose set forth herein shall comply with the principles of good-faith, trust and loyalty, and each Party shall refrain from adopting a conduct that may damage the interests of the other Party; 4.1. Whatever is the reason for dissolution of this agreement, the parties shall remain bound on their own behalf, by their employees, representatives or contractors on any account, to abide by the conduct duties mentioned in item 4, even after termination of this agreement Payment of indemnity shall not release the parties, their employees, representatives or contractors on any account from continuing to comply, whenever feasible, with the conduct duties listed in item ASSIGNMENT OF THE AGREEMENT Assignment of this agreement without the consent of the other party is prohibited, except for the assignment by ITAUBANCO to any company directly or indirectly controlled by Itaúsa - Itaú Investimentos S.A, upon written notice to BOVESPA at least five (5) business days in advance of the respective assignment. 6. TERM 6.1. The license is valid for five (5) years as from the date of signature of this agreement, and it may be amended or extended upon the parties consent After the end of the term of this agreement, the parties shall remain bound by the provisions that due to their nature or express provisions shall continue to be complied with.
3 7. TERMINATION 7.1. This agreement shall be terminated upon written notice sent sixty (60) days in advance, in the event of violation of any liability or obligation covenanted, in which case the innocent party shall be entitled to a non-compensatory fine of ten thousand Reais (R$10,000.00), regardless of the possibility of charging a supplementary indemnity, upon proof of losses and excess damages The agreement shall also be terminated regardless of any notice and payment of any fine or indemnity, in the event of: (a) extinction of the Fund; (b) if ITAUBANCO or any company directly or indirectly controlled by Itaúsa - Itaú Investimentos S. A. ceases to be the Fund manager; (c) if ITAUBANCO fails to use the trademarks within one hundred and eighty (180) days as from the signature of this instrument; d) in the event of judicial or extrajudicial liquidation, bankruptcy or petition for agreement with creditors of any of the parties. 8. FORBEARANCE Forbearance by the parties shall not imply waiver, forgiveness, novation or change of the covenants herein. 9. NOTIFICATIONS AND NOTICES The notifications and notices relating to this agreement shall be made in writing and, in the event they are mailed by registered mail, they shall be considered to have been received upon delivery, and they shall be sent to the following addresses: To: BOLSA DE VALORES DE SÃO PAULO S.A. Rua XV de Novembro, São Paulo, SP Attn.: [ ] Ricardo Pinto Nogueira To: BANCO ITAÚ S.A. Eng. Armando de Arruda Pereira, 707, 10 andar São Paulo, SP Attn.: Abel P. Martins: 10. JURISDICTION The Courts of the Capital of the State of São Paulo are hereby elected as the courts of jurisdiction.
4 This instrument is signed in two (2) counterparts. São Paulo, April 22, Bolsa de Valores de São Paulo Name: Gilberto Mifano Title: General Superintendent Officer Name: Alfredo Egydio Setúbal Title: Executive Vice-President Banco Itaú S.A. Name: Luiz Eduardo Zago Title: Officer Name: Alexandre Zákia Albert Title: Officer Witnesses Name: Moacir Mamoru Nagae Name: Maria (illegible) Title: Institutional Manager Title: ID (R.G.): CPF: CPF:
5 EXHIBIT TRADEMARKS AUTHORIZED TO BE USED UNDER THIS INSTRUMENT Trademark Registration Number Date of Granting of Registration Certificate or Application Filing Protocol Trademark Type BOVESPA - Bolsa de Valores de São Paulo Apr/03/01 Bank, credit, investment or financing services IBrX Sep/26/03 Bank, credit, investment or financing services GRAPHICAL REPRESENTATION OF THE TRADEMARKS: Composite mark: BOVESPA BOLSA DE VALORES DE SÃO PAULO International Classification (NICE): 36 (applied for) National Classification (former): 36( ) Registration No.: , of: Apr/03/2001 Application Filing Date: May/28/1998 In the name of: BOLSA DE VALORES DE SÃO PAULO Status: Registration valid to Apr/03/2011 Composite mark: IBRX International Classiciation (NICE): 36(applied for) Application No.: , of: Sep/26/2003 In the name of: BOLSA DE VALORES DE SÃO PAULO Status: Application published.
6 1 st ADDENDUM TO THE TRADEMARK USE LICENSE AGREEMENT By this private instrument and in the best form of the law, BM&FBOVESPA S.A. - BOLSA DE VALORES, MERCADORIAS E FUTUROS, a company with head office at Praça Antônio Prado, 48, 7 th floor, Downtown, in the City of São Paulo, State of São Paulo, enrolled with the National Corporate Taxpayers Register (CNPJ/MF) under No / , herein represented pursuant to its Bylaws, hereinafter referred to simply as BM&FBOVESPA ; and ITAÚ UNIBANCO S.A., the current name of Banco Itaú S.A., a company with head office at Praça Alfredo E. S. Aranha, 100, Torre Olavo Setúbal, Parque Jabaquara, in the City of São Paulo, State of São Paulo, enrolled with CNPJ/MF under No / , herein represented pursuant to its Bylaws, and hereinafter referred to as COUNTERPARTY ; whereas BM&FBOVESPA and COUNTERPARTY shall be jointly referred to as Parties and individually and indistinctively as Party. WHEREAS: (i) Bolsa de Valores de São Paulo, a civil association enrolled with CNPJ under No / ( BOVESPA ) and COUNTERPARTY entered into, on April 22, 2004, the Trademark Use License Agreement ( Agreement ); (ii) At a Special Meeting of Bovespa Serviços e Participações S.A., CNPJ/MF No / , held on August 28, 2007, it was resolved that: (a) the company would merge with the spun-off portion of BOVESPA, consequently merging with the corresponding assets, rights and obligations; (b) the trade name of the company would become Bolsa de Valores de São Paulo S.A. - BVSP, CNPJ/MF No / ; (c) its corporate purpose would be changed so it would be in essence the same as that conducted by BOVESPA by Aug/28/2007; (iii) As approved at the Meetings of Aug/29/2008: (a) BVSP, CNPJ/MF No / was merged into Bovespa Holding S.A., CNPJ/MF No / ; (b) the change of the corporate name from Bovespa Holding S.A. to Bolsa de Valores de São Paulo S.A. - BVSP, CNPJ/MF No / , was approved; (iv) As approved at the Special Meetings of the companies held on November 28, 2008, Bolsa de Valores de São Paulo S.A. - BVSP, CNPJ/MF No / , was merged into BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros ( BM&FBOVESPA ), CNPJ/MF No / ; (v) In view of the Merger, the rights and obligations of BOVESPA arising from the Agreement have been undertaken in full by BM&FBOVESPA; (vi) The Parties are interested in postponing the Agreement to change its term of effectiveness; The Parties RESOLVE to enter into this Addendum to the Agreement ( Addendum ), which shall be governed by the following sections and conditions: SECTION ONE - TERM l. 1 The Parties resolve to extend the term of the license to April 22, 2013, and as from such date the license shall be automatically extended for successive periods of twelve (12) months ( term of effectiveness ). Without prejudice to the provisions of section 1.3 below, in the event one of the parties does not wish to extend the Agreement, such party shall notify the other party of its intention at least ninety (90) days in relation to the end of the respective Term of Effectiveness.
7 1.2 The effects of this Addendum are retroactive to April 22, 2009, and all acts performed by the Parties as from such date for performance of the purpose of the Agreement shall be validated, including the acts concerning the use of the Trademarks by the COUNTERPARTY. 1.3 In addition to the events provided for in sections 6 and 7 of the Agreement, the parties may terminate the Agreement, at any time, upon prior notice sent to the COUNTERPARTY at least one hundred and eighty (180) days in advance. SECTION TWO TRADEMARKS AUTHORIZED TO BE USED 2.1 The Parties also resolve to replace the trademark BOVESPA - Bolsa de Valores de São Paulo, listed in the EXHIBIT to the Agreement, with the corporate name BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros. SECTION THREE - MISCELLANEOUS 3.1 The remaining sections and conditions of the Agreement that have not been changed by this instrument are hereby ratified. 3.2 In the event of a conflict among the sections and conditions of the Agreement and this Addendum, those of the Addendum shall prevail. 3.3 The terms beginning in capital letters and not defined otherwise in this Addendum shall have the same meaning assigned thereto in the Agreement. 3.4 The Parties elect the Courts of the Judicial District of São Paulo, State of São Paulo, as the courts of jurisdiction to settle any disputes arising from execution of this Addendum, to the exclusion of any other Court, no matter how privileged it may be. IN WITNESS WHEREOF, the Parties sign this instrument in two (2) counterparts of equal form and content, so they may produce one single effect, before the two (2) witnesses identified below. São Paulo, February 09, BM&FBOVESPA S.A. - BOLSA DE VALORES, MERCADORIAS E FUTUROS Name: Marcelo Maziero Products and Client Executive Officer Name: Luis Otávio Saliba Furtado Information Technology and Security Executive Officer ITAÚ UNIBANCO S.A. Name:Paulo Eikievicius Corchaki Name: Roberto M. Nishikawa Title: Title: Managing Director
8 Witnesses: 1. (ass) 2. (ass) Name: Julio C. Ziegelmann Name: Tatiana Grecco Variable Income Officer ID (R.G.): ID (R.G.): CPF: CPF: