License Agreement Terms - Bolsa de Madrid

In Madrid, on ......., two thousand and thirteen.HAVING METON THE ONE HAND, Mrs. of legal age, bearer of Spanish Identity Card number and Mr.of legal age, bearer of Spanish Identify Card number and both resident for the purposes of thiscontract at Plaza de la Lealtad , number 1 in Madrid.AND ON THE OTHER HAND, Mr. ............, of legal age, bearer of Identity Card number ...... and residentfor the purposes of this contract atTHEY ARE ACTINGThe former in representation and on behalf of Sociedad de Bolsas, S.A. (hereinafter “Sociedad deBolsas”), with its registered office at Plaza de la Lealtad 1, 28104 Madrid and Tax Identification CodeA/79092573, registered at the Madrid Companies Register in Volume 8,466, Sheet 44, by virtue of apower of attorney authorized by Mr. Luis Rueda Esteban, a Notary Public of Madrid, on January 3rd,2000, with number 3 of his protocol.The latter in representation and on behalf of .............. (hereinafter, “the Entity”) with its registered officein Madrid at Calle ......... and Tax Identification Code ......, registered at the Companies Register in .........in Volume ......... Sheet ......, by virtue of a power of attorney authorized by Mr. ..........., a Notary Public of............., on .........th, 19.., with number ....... of his protocol.Both parties hereby acknowledge the other party's sufficient legal capacity to execute the presentcontract in the representations that they exercise andTHEY DECLARE1. Sociedad de Bolsas is owner of the IBEX 35® Index and is also the registered holder and ownerof the corresponding trademarks associated to it that reserve and guarantee its right on the Index.2. The Entity proposes to offer to the general public the financial product whose particular conditionsare included in Schedule 1 of the present contract and use the IBEX 35® Index as point ofreference.3. In order to conduct such offer and make use of the IBEX 35® Index, on the terms heretoforementioned, the Entity requires the authorization of the registered owner of said Index.4. Having reached an agreement in respect of the terms under which the Entity is authorized to usethe IBEX 35® Index as point of reference for the product included in Schedule 1, both parties agreeto the present contract on the terms which result from the following

CLAUSESFIRST.- PURPOSE OF THE PRESENT CONTRACT.Sociedad de Bolsas hereby authorizes the Entity to use the IBEX 35® Index as point of reference forthe financial product included in Schedule 1.The right to use the IBEX 35® Index shall refer solely and exclusively to the terms included in saidSchedule 1, so that any modification or expansion of that use shall require the prior expressauthorization in writing of Sociedad de Bolsas.When Schedule 1 includes the possibility that the Entity conducts new offers of the financial productdescribed in said Schedule to the general public, the Entity must previously inform in writing Sociedadde Bolsas of the design and offer to the general public of such products, that shall be conducted underthe terms of the present contract and in compliance with the conditions established for the product inSchedule 1. Sociedad de Bolsas may object to the new offer and shall inform in writing the Entity ofthis objection, within ten days, so that a new contract can be signed for the offer to the general public ofthe product. Likewise, Sociedad de Bolsas may request additional information concerning the product,before objecting to its offer.SECOND.- SCOPE OF THE RIGHT OF USE.The authorization for the use of IBEX 35® Index does not imply transfer of ownership of said Index nor ofits trademarks, nor of any other right except those expressly stated in the present contract.The present contract shall not involve any limitation on Sociedad de Bolsas’ ability to dispose of anduse the IBEX 35® Index and its trademarks, although said Company commits itself to notify the Entity ofany case of transfer of its rights on the Index and to require of the party that is acquiring the Index tocommit to subrogate the position that Sociedad de Bolsas has in this contract.The authorization for the use is granted to the Entity without an exclusive character and it does notinvolve, in any case, limitation on the total freedom of Sociedad de Bolsas to authorize third parties toany other use or disposition of IBEX 35® Index or of the corresponding trademarks as point of referencefor financial products and services.The authorization for the use of the IBEX 35® Index has a public character and, thus, Sociedad deBolsas shall divulge the signing of the present contract through the established information means.In no case Sociedad de Bolsas sponsors, promotes or recommends the investment in the product, northe granting of the present authorization implies the approval of Sociedad de Bolsas in connection withthe information offered by the Entity or with the usefulness or interest in the financial product.The authorization for the use of the IBEX 35® Index is personal and not transferable and any use of thefinancial product indicated in Schedule 1 made by third parties shall be deemed for all purposes to havebeen made on behalf and in the name of the Entity, which shall therefore be liable for such use.Specifically, any use of the IBEX 35® Index or of its trademarks by those third parties to whom theEntity has entrusted the offer or commercialization of the product included in Schedule 1 shall bedeemed for all purposes to have been made by the Entity, which shall therefore be liable for such use.THIRD.- RIGHTS OF THE ENTITY.The right to the use of the IBEX 35® Index shall provide the Entity with the following rights:2

a) To mention the IBEX 35® Index as point of reference for the financial product included in Schedule1 of the present contract.b) To print and use in the documentation associated with the aforementioned product the name ofIBEX 35®, provided that such use conforms strictly to the graphic models which have beenpreviously authorized in writing by Sociedad de Bolsas and provided that the fact that suchCompany is the registered owner of the said Index and of the similarly named trademarks is clearlyindicated.c) To describe the composition and calculation formulas of the IBEX 35® Index in the contractual andcommercial documentation corresponding to that product in such terms as may be indicated bySociedad de Bolsas or previously authorized in writing by said Company.Likewise, the Entity shall be entitled to request of Sociedad de Bolsas during the validity of the presentcontract, supporting certifications of the composition of the IBEX 35® Index, the formula of its calculation,its technical regulations, any values of the Index whatsoever and any information referring to the Indexthat may be published by Sociedad de Bolsas.FOURTH.- OBLIGATIONS AND LIABILITIES OF THE ENTITY.1. The Entity shall pay Sociedad de Bolsas the sums deriving from the application of the initial andannual fees in consideration for use as indicated in Schedule 2.In order to adapt the fees included in the said Schedule 2 to the general list of fees which it is legallyobliged to prepare each year, Sociedad de Bolsas shall notify to the Entity, during the month ofJanuary of each year, the new fees applicable to such calendar year and the Entity may oppose inwriting said fees within the first ten calendar days of February of each year, in which case, thecontract shall forthwith be terminated.2. In addition to the obligation of paying the fees, the Entity hereby undertakes:a) Not to make any other use of the IBEX 35® Index or of its trademarks except those expresslyset out in the present contract.b) To submit for prior express approval in writing by Sociedad de Bolsas any draft document inwhich the IBEX 35® Index is used and that is intended to be published.c) To correct and withdraw from circulation any document in which the IBEX 35® trademarks areused without the prior approval and authorizations having been obtained from Sociedad deBolsas in accordance with the provisions of the present contract.d) To report to Sociedad de Bolsas any complaint or suit addressed to the Entity with referenceto the Index or to the IBEX 35® trademarks, as well as any abusive or fraudulent use of theIndex or the IBEX 35® trademarks which comes to its attention.e) To include in the agreements signed with its clients in connection with the financial productincluded in Schedule 1 of the present contract an appropriate stipulation indicating that theparties thereto acknowledge the rules for establishing the prices of the securities included inthe IBEX 35® Index and of said index in accordance with the free movement of sales andpurchase orders within a neutral and transparent market and that the parties thereto undertaketo respect the same and to refrain from any action not in accordance therewith.f) To include in the contractual and/or business documentation for the above-mentioned financialproducts the specifications of liability of Sociedad de Bolsas as contained in number 2 of3

clause five of the present contract, together with the rights corresponding to Sociedad deBolsas related to the IBEX 35® Index.g) To include in the contractual documentation and in all types of publicity for the product thespecifications of liability of Sociedad de Bolsas as contained in number 3 of clause five of thepresent contract.h) To notify in writing any modification of the terms and conditions described in Schedule 1.The Entity is aware of the rules for the composition, modification and establishment of the IBEX35® Index and undertakes to respect the same, refraining from any action, which may be againstthe said rules. Furthermore, the Entity is aware of the rules for the organisation and operation ofthe Stock Market Interconnection System and expressly undertakes to respect the same and toensure they are respected by its employees, in particular with regard to the ordering or channellingof any stock market order, or perform other action intended to produce or resulting or presumablyresulting in any alteration or effect whatsoever in the calculation of the IBEX 35® Index or in theformation of the prices of the securities included in said index during the validity of the presentcontract and, most specifically, on the dates indicated in the particular conditions included inSchedule 1.3. The Entity shall be liable for any potential claims which may be lodged as a result of anydifferences between the IBEX 35® as calculated by Sociedad de Bolsas at any time and any otherindex calculated by the Entity or by any third party using the procedures set out in the contractualor commercial documents pertaining to the financial product described in Schedule 1 hereto.4. The Entity or, if appropriate, the Calculation Agent appointed by the same, may not disseminate orpublish any replacement index which might give rise to confusion with regard to the IBEX 35® Indexnor may use for such replacement index the name of IBEX 35®, the IBEX 35® trademarks or anyother similar or analogous items.FIFTH.- OBLIGATIONS AND LIABILITIES OF SOCIEDAD DE BOLSAS.1. Sociedad de Bolsas commits itself to guarantee to the Entity the quiet enjoyment of its use of theIBEX 35® Index on the terms resulting from the present contract. Such guarantee shall be limited tosuch damages as may be caused exclusively by a cancellation of the trademarks or the loss ofownership of the IBEX 35® by Sociedad de Bolsas and up to the maximum limit of the amountspaid by the Entity in consideration for the use of the IBEX 35® Index.2. Sociedad de Bolsas does not warrant in any case nor for any reason whatsoever:a) The continuity of the composition of the IBEX 35® Index exactly as it is today or at any othertime in the past.b) The continuity of the method for calculating the IBEX 35® Index exactly as it is calculatedtoday or at any other time in the past.c) The continuity of the calculation, formula and publication of the IBEX 35® Index.d) The precision, integrity or freedom from errors or mistakes in the composition and calculation ofthe IBEX 35® Index.e) The suitability of the IBEX 35 Index for the anticipated purposes for the product included inSchedule 1.4

3. Sociedad de Bolsas, owner of the IBEX 35® Index and registered holder of the correspondingtrademarks associated with it, does not sponsor, promote, or in any way evaluate the advisability ofinvesting in the financial product included in Schedule 1 and the authorisation granted to the Entityfor the use of IBEX 35® trademark does not imply any approval in relation with the informationoffered by the Entity or with the usefulness or interest in the investment in the financial product.4. The design, marketing, contracting, management and performance of the financial product includedin Schedule 1 hereto are the exclusive responsibility of the Entity, with the Sociedad de Bolsasundertaking no commitment whatsoever in this respect.SIXTH.- DURATION (include if the duration of the financial product is indefinite).The present contract shall have a validity of four years to be counted from the date of its signing andshall be tacitly renewed for periods of one year, unless either of the parties duly informs in writing theother party of its wish to terminate the contract, with at least three months' notice prior to the date ofexpiry of the contract or any of its extension.(include if the duration of the financial product is defined).The right of use granted by virtue of the present contract is granted until the date of expiry of the financialproduct included in Schedule 1 hereto.SEVENTH.- TERMINATION OF THE CONTRACT.Apart from the termination of the contract through the expiry of validity of the contract or any of itsextensions, it may also be terminated at the request of either party in the following cases:a) Through the disappearance of the corporate identity of the other party or the issuance of a writdeclaring the same in bankruptcy or creditors’ meeting or the admission to proceedings of arequest for suspensions of payments or of a grace period for creditors.b) Through breach of the obligation for payment of the amounts resulting from the application of theinitial and annual fees in consideration to pay, providing that a formal request for such payment hasbeen made in writing to the Entity with specification of a term for the same and such request hasnot been complied with.c) Through breach of any of the obligations regarding notifications contained in the present contract.d) Through modification of the main conditions of the products included in Schedule 1.e) Through assignment of the contractual position or transfer of the rights and obligations of eitherparty to a third party, providing that the other party hereto has not previously authorised suchtransmission in writing and without prejudice to the disposition rights that belong to Sociedad deBolsas as set out in clause two of the present contract.f) Through the non-acceptance by the Entity of the fees notified thereto, by exercising the right toterminate the present contact as indicated in paragraph two of number 1 of clause four hereof.g) Through the termination of the IBEX 35® Index due to the application of legal or regulatory rulesjustifying the same or due to market reasons that make such termination necessary. In such acase, Sociedad de Bolsas shall notify the Entity as soon as possible. Should the IBEX 35® Indexbe about to be replaced by another index, the Entity may indicate its wish to obtain anauthorization for the use of the new index under terms and conditions similar to those contained inthe present contract.5

h) Through legal or regulatory modifications or judicial decisions which manifestly prevent or hinderthe marketing of the products or the use of the IBEX 35® as a reference therefor.EIGHTH.- NOTIFICATIONS.The notifications to be made by the respective parties to each other in connection with the fulfilment,duration and termination of the present contract must be made by registered mail with acknowledgementof receipt, with an indication on the latter acknowledgement of the nature of the communication inquestion, and such notifications must be sent by and to the persons responsible at the followingaddresses:The EntitySociedad de Bolsas, S.A.Through the same procedure and with exactly the same requirements as indicated in the precedingparagraph of the present clause, the parties may modify the persons responsible for sending andreceiving the notifications referred to herein.The remaining notifications deriving from the present contract may be transmitted between the parties byfax, addressed to the same persons responsible and destinations indicated above and which may bemodified as indicated in the present clause.NINTH.- APPLICABLE LAW AND SUBMISSION TO ARBITRATION.This agreement will be governed for all effects by Spanish law, which will be the sole law applicablethereto.For any questions that may arise relative to the compliance, interpretation or discharge of this agreementthat cannot be resolved by mutual agreement, both parties, expressly waiving any other jurisdiction thatmay be available to them, submit to the arbitration at law to be resolved by one sole arbitrator inaccordance with the Regulations of the Civil and Mercantile Court of Arbitration of Madrid, whose awardthe parties accept and undertake to abide as of this time.In witness of their agreement herewith, the present contract is signed by both parties in duplicate in theplace and on the date indicated in the heading.Sociedad de Bolsas, S.A.The EntityBy María Parga LandaByBy Jorge Yzaguirre Scharfhausen6

SCHEDULE 1PRODUCT DESCRIPTIONThe Entity hereby declares that the financial products described in the present Schedule shall bemarketed within the territory of (COUNTRY/IES) and that the authorization of a right to use the IBEX 35®Index shall refer to said territory.(INCLUDE THIS PARAGRAPH IF QUOTED ON A STOCK EXCHANGE). Furthermore, the Entity hasnotified Sociedad de Bolsas of its intention to request admission of the financial products for dealing onthe Stock Exchange of (BOLSAS) within the period of six months following the signing of the presentcontract.Should the Entity have appointed a Calculation Agent, the same may request, on behalf of the Entity,those certifications of the IBEX 35® Index as may be necessary for the right of use authorised in thepresent contract.7

SCHEDULE 2LISTING, INVOICING AND PAYMENT OF FEESInvestment Fund1. Listing of applicable fees. Initial fee: 1,000 Euros. Annual fee in consideration for use: one per twenty thousand.2. The initial fee shall be paid within the ten days following the registration of the Investment Fund onthe corresponding register of the Spanish National Stock Market Commission (Comisión Nacionaldel Mercado de Valores). The Entity must notify Sociedad de Bolsas of the date of suchregistration as soon as possible.3. The annual fee in consideration for use shall be paid within the twenty days following December31st of each year and shall be calculated by applying the percentage, set out in the fee listing,referenced to the IBEX 35® Index volume achieved by the Investment Fund referred to in thepresent contract as of December 31st. To this end, Sociedad de Bolsas shall take the volume ofthe investment fund as of December 31st each year, as provided by the Entity and published in theOfficial Journals of the Stock Market Management Bodies.4. Should the time transpiring between the signing of the present contract and December 31st be lessthan one calendar year, the tariff in consideration for use shall be applied proportionately to theamount of time transpiring since the date of signing of the present contract.5. Should the contract or any extension thereof be terminated prior to the completion of a calendaryear, the Entity shall, within the five days immediately following the date of such termination, notifyreferenced to the IBEX 35® Index volume of the Fund as of the date immediately prior to the same,so that Sociedad de Bolsas may invoice, as of December 31st of that year, the amount inconsideration for use corresponding to the last period of currency of the contract.6. Sociedad de Bolsas may require that the Entity provide the accounting and financial documentsnecessary to verify the information supplied for the purposes of calculating the amount of the fees.Said documentation shall be provided as soon as possible and shall not include any clientidentifying information. Sociedad de Bolsas shall retain this right for the term of one year followingthe date of termination of the present contract.8

SCHEDULE 2LISTING, INVOICING AND PAYMENT OF FEESInsurance and Deposit Contracts1. Listing of applicable fees. Initial fee: 1,000 Euros. Annual fee in consideration for use: one per twenty thousand.2. The initial fee shall be paid prior to the marketing of the product referred to in the present contractand, in any case, within the twenty calendar days following the signing of the same. The Entitymust notify Sociedad de Bolsas of the effective date of marketing of such products as soon aspossible.3. The annual fee in consideration for use shall be paid within the twenty days following December31st of each year and shall be calculated by applying the percentage set out in the tariff listingreferenced to the IBEX 35® Index volume achieved by the financial products related to the IBEX35® Index and referred to in the present contract as of December 31st. To this end, the Entity shallnotify the volume of such products as of the proceeding December 31st within the first five workingdays of each year.4. Should the time transpiring between the signing of the present contract and December 31st be lessthan one calendar year, the tariff in consideration for use shall be applied proportionately to theamount of time transpiring since the date of signing of the present contract.5. Should the contract or any extension thereof be terminated prior to the completion of a calendaryear, the Entity shall, within the five days immediately following the date of such termination, notifyreferenced to the IBEX 35® Index volume of the products as of the date immediately prior to thesame, so that Sociedad de Bolsas may invoice, as of December 31st of that year, the amount inconsideration for use corresponding to the last period of currency of the contract.6. Sociedad de Bolsas may require that the Entity provide the accounting and financial documentsnecessary to verify the information supplied for the purposes of calculating the amount of the fees.Said documentation shall be provided as soon as possible and shall not include any clientidentifying information. Sociedad de Bolsas shall retain this right for the term of one year followingthe date of termination of the present contract.9

1. Listing of applicable fees:SCHEDULE 2LISTING, INVOICING AND PAYMENT OF FEES. Up to 30 million Euros 3,100 Euros. Between 30 and 60 million Euros 6,000 Euros. More than 60 million Euros 8,000 Euros2. The initial fee shall be paid prior to the marketing of the issues referred to in the present contractand, in any case, within the twenty calendar days following the signing of the same. The Entitymust notify Sociedad de Bolsas of the effective date of marketing of such products as soon aspossible.3. Sociedad de Bolsas may require that the Entity provide the accounting and financial documentsnecessary to verify the information supplied for the purposes of calculating the amount of the fees.Such documentation shall be provided as soon as possible and shall not include any clientidentifying information. Sociedad de Bolsas shall retain this right for the term of one year followingthe date of termination of the present contract.4. In case of basket issues with an amount referred to IBEX 35 ® index not higher than 30 millioneuros, the fee will be divided by the number of indices referred in the issue.10