0001144204-10-035766 Sample Contracts

Itaú Unibanco Holding S.A. 188,424,758 RESTRICTED ADSs Resale Registration Rights Agreement dated June 1, 2010
Resale Registration Rights Agreement • June 30th, 2010 • Itau Unibanco Holding S.A. • State commercial banks • New York

RESALE REGISTRATION RIGHTS AGREEMENT, dated as of June 1, 2010, among Itaú Unibanco Holding S.A., a sociedade por ações incorporated in the Federative Republic of Brazil (together with any successor entity, herein referred to as the “Company”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Itaú USA Securities Inc. (“Itaú”) (each an “Initial Purchaser”), for themselves and as representatives of the placement agents listed in Schedule A to the Purchase Agreement (as defined below), for the benefit of the holders of the Restricted ADSs (as defined below).

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