SUBLICENSE AGREEMENT
This Sublicense Agreement (the "Sublicense Agreement"), dated as of
October 10, 2014, is made by and among First Trust International IPO ETF (the
"Sublicensee"), IPOX Xxxxxxxx LLC ("Licensor"), and First Trust Advisors L.P.
("Licensee" or "Sublicensor").
W I T N E S S E T H :
WHEREAS, pursuant to that certain License Agreement dated January
20, 2006, as amended July 22, 2014, by and between Licensor and Licensee
("License Agreement"), Licensor has granted Licensee a non-exclusive, and
non-transferable limited license to use the Licensor's products and those of
Licensor's names, marks, logos, copyrighted works and other related Intellectual
Property, including the U.S. IPOX Indices, the IPOX marks, and other Property as
defined in that certain License Agreement dated January 20, 2006 (as such
agreement(s), executed and signed by Licensor and Licensee, may be amended from
time to time by written agreement pursuant to the License Agreement) in
connection with the issuance, distribution, marketing and/or promotion of
certain financial products (as further defined in the License Agreement, the
"Fund");
WHEREAS, Section 1(a) of the License Agreement grants Licensee the
right to sublicense any or all of the rights granted therein to use the Products
and Intellectual Property in connection with the Licensee Products;
WHEREAS, Sublicensee wishes to issue, sell, market and/or promote
the Licensee Products and to use and refer to the Products, certain of
Licensor's names, marks, trade secrets, proprietary rights and logos and other
related Intellectual Property including the IPOX Marks and the U.S. IPOX
Indices, 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 Licensee
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 and agrees to be bound by all the provisions thereof,
including, without limitation, those provisions imposing any obligations on the
Licensee (including, without limitation, the indemnification obligations in
Section 9 of the License Agreement insofar as such obligations arise out of or
relate to the Licensee Products to be sold, issued, marketed and/or promoted by
the Sublicensee).
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. This Sublicense Agreement shall be construed in accordance with
the laws of the State of Illinois without reference to or inclusion of the
principles of choice of law or conflicts of law of that jurisdiction. It is the
intent of the parties that the substantive law of the State of Illinois govern
this Sublicense Agreement and not the law of any other jurisdiction incorporated
through choice of law or conflicts of law principles.
IN WITNESS WHEREOF, the parties hereto have executed this Sublicense
Agreement as of the date first set forth above.
FIRST TRUST INTERNATIONAL IPO ETF
__________________________________
By:_______________________________
Title:______________________________
FIRST TRUST ADVISORS L.P.
__________________________________
By:_______________________________
Title:______________________________
IPOX XXXXXXXX LLC
__________________________________
By:_______________________________
Title:______________________________
