EXHIBIT II SUBLICENSE AGREEMENT
EXHIBIT II
This Sublicense Agreement (the “Sublicense Agreement”), dated as of the 26th of
April, 2007, and restated on the 16th of November, 2007 is made by and among
FocusSharesTrust (the “Sub-licensee”), International Securities Exchange, LLC (“Licensor”), and
Licensee (“Licensee” or “Sub-licensor”).
W I T N E S S E T H :
WHEREAS, pursuant to that certain License Agreement, dated as of the 26th of April,
2007, and restated as of the 16th of November, 2007, by and between Licensor and
Licensee (“License Agreement”), Licensor has granted Licensee a license to use certain copyright,
trademark and proprietary rights and trade secrets of Licensor (as further described in the License
Agreement, the “Intellectual Property”) in connection with the issuance, sale, marketing and/or
promotion of certain financial products (as further defined in the License Agreement, the
“Products”);
WHEREAS, Sublicensee wishes to issue, sell, market and/or promote the Products and to use and
refer to the Intellectual Property in connection therewith; and
WHEREAS, all capitalized terms used herein shall have the meanings assigned to them in the
License Agreement unless otherwise defined herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
contained herein, the parties hereto agree as follows:
1. License. Sublicensor hereby grants to Sublicensee a non-exclusive and
non-transferable sublicense to use the Intellectual Property in connection with the issuance,
distribution, marketing and/or promotion of the Products (as modified by Appendix A hereto, if
applicable).
2. The Sublicensee acknowledges that it has received and read a copy of the License Agreement
(excluding the Schedule setting forth the license fees) and agrees to be bound by all the
provisions thereof, including, without limitation, those provisions imposing any obligations on
Licensee.
3. Sublicensee agrees that its obligations under the License Agreement pursuant to Section 2
of this Sublicense Agreement are as principal and shall be unaffected by any defense or claim that
Licensee may have against Licensor.
4. It is the intent of the parties that the substantive law of the State of New York governs
this Agreement and not the law of any other jurisdiction incorporated through choice of law or
conflicts of law principles. Each party agrees that any legal action, proceeding, controversy or
claim between the parties arising out of or relating to this Agreement may be brought and
prosecuted only in the United States District Court for the Southern District of New York or in the
Supreme Court in and for the County of New York, and by execution of this Agreement each party
hereto submits to the exclusive jurisdiction of such court and waives any objection it might have
based upon improper venue or inconvenient forum.
IN WITNESS WHEREOF, the parties hereto have executed this Sublicense Agreement as of the date
first set forth above.
| FOCUSSHARES TRUST | |||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||
| By: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||
| Title: | President | ||||
| FOCUSSHARES LLC | |||||
| /s/ ▇▇▇▇ ▇▇▇▇ | |||||
| By: | ▇▇▇▇ ▇▇▇▇ | ||||
| Title: | CEO and President | ||||
| INTERNATIONAL SECURITIES EXCHANGE, LLC | |||||
| /s/ Garm ▇▇▇▇ | |||||
| By: | Garm ▇▇▇▇ | ||||
| Title: | COO | ||||