0001193805-10-003069 Sample Contracts

Contract
Deposit Agreement • December 14th, 2010 • JPMorgan Chase Bank, N.A. - ADR Depositary • New York

AMENDMENT NO. 1, dated as of December , 2010 (the "Amendment"), to the Deposit Agreement dated as of April 29, 2010 (as amended hereby, the "Deposit Agreement") among Hypermarcas SA, incorporated under the laws of the Federative Republic of Brazil (the "Company"), JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of American depositary receipts ("ADRs") issued thereunder.

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