WELLS FARGO & COMPANY 8-K


 


Exhibit 4.4


 


[Face of Note]


 


Unless this certificate
is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”),
to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.


 


	CUSIP NO. 95001HB83	FACE AMOUNT:  $________
	REGISTERED NO. ___	 


 


WELLS FARGO FINANCE LLC


 


MEDIUM-TERM NOTE, SERIES A 


Fully and Unconditionally Guaranteed
by Wells Fargo & Company


 


Principal at Risk Securities Linked
to the Dow Jones Industrial Average® 

due October 25, 2023


 


WELLS FARGO FINANCE
LLC, a limited liability company, duly organized and existing under the laws of the State of Delaware (hereinafter called the
“Company,” which term includes any successor corporation under and as defined in the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & Co., or registered assigns, an amount equal to the
Maturity Payment Amount (as defined below), in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts, on the Stated Maturity Date. The “Initial Stated Maturity Date”
shall be October 25, 2023. If the Calculation Day (as defined below) is not postponed, the Initial Stated Maturity Date will be
the “Stated Maturity Date.” If the Calculation Day is postponed, the “Stated Maturity Date”
shall be the later of (i) the Initial Stated Maturity Date and (ii) three Business Days (as defined below) after the
Calculation Day as postponed. This Security shall not bear any interest.


 


Any payments on this
Security at Maturity will be made against presentation of this Security at the office or agency of the Company maintained for
that purpose in the City of Minneapolis, Minnesota and at any other office or agency maintained by the Company for such purpose.


 


“Face Amount”
shall mean, when used with respect to this Security, the amount set forth on the face of this Security as its “Face Amount.”


 




     


     


    

Determination of Maturity Payment
Amount


 


The “Maturity
Payment Amount” of this Security will equal:


 


		•	if the Ending Level is greater than the Starting
                                         Level: the Face Amount plus the lesser of:



 


 


 


(ii)       the
Maximum Return;


 


		•	if the Ending Level is less than or equal to the
                                         Starting Level, but greater than or equal to the Threshold Level: the Face Amount; or



 


		•	if the Ending Level is less than the Threshold Level:
                                         the Face Amount minus:



 


 


 


All calculations with respect to the Maturity
Payment Amount will be rounded to the nearest one hundred-thousandth, with five one-millionths rounded upward (e.g., 0.000005
would be rounded to 0.00001); and the Maturity Payment Amount will be rounded to the nearest cent, with one-half cent rounded
upward.


 


“Index”
shall mean the Dow Jones Industrial Average®.


 


The “Pricing
Date” shall mean October 18, 2019.


 


The “Starting
Level” is 26770.20, the Closing Level of the Index on the Pricing Date.


 


The “Closing
Level” of the Index on any Trading Day means the official closing level of the Index reported by the Index Sponsor on
such Trading Day, as obtained by the Calculation Agent on such Trading Day from the licensed third-party market data vendor contracted
by the Calculation Agent at such time; in particular, taking into account the decimal precision and/or rounding convention employed
by such licensed third-party market data vendor on such date, subject to the provisions set forth below under “Adjustments
to the Index,” “Discontinuance of the Index” and “Market Disruption Events.”


 


The “Ending
Level” will be the Closing Level of the Index on the Calculation Day.


 


The “Threshold
Level” is 20077.65, which is equal to 75% of the Starting Level.


 


The “Participation
Rate” is 150%.


 


The “Maximum
Return” is 100% of the Face Amount of this Security.


  




    2 


     


    

 


“Index Sponsor”
shall mean S&P Dow Jones Indices LLC.


 


“Business
Day” shall mean a day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions
are authorized or required by law or regulation to close in New York, New York.


 


A “Trading
Day” means a day, as determined by the Calculation Agent, on which (i) the Relevant Stock Exchanges with respect
to each security underlying the Index are scheduled to be open for trading for their respective regular trading sessions and (ii) each
Related Futures or Options Exchange is scheduled to be open for trading for its regular trading session.


 


The “Relevant
Stock Exchange” for any security underlying the Index means the primary exchange or quotation system on which such security
is traded, as determined by the Calculation Agent.


 


The “Related
Futures or Options Exchange” for the Index means an exchange or quotation system where trading has a material effect
(as determined by the Calculation Agent) on the overall market for futures or options contracts relating to the Index.


 


The “Calculation
Day” shall be October 18, 2023. If such day is not a Trading Day, the Calculation Day will be postponed to the next
succeeding Trading Day. The Calculation Day is also subject to postponement due to the occurrence of a Market Disruption Event
(as defined below). If a Market Disruption Event occurs or is continuing with respect to the Index on the Calculation Day, such
Calculation Day will be postponed to the first succeeding Trading Day on which a Market Disruption Event has not occurred and
is not continuing; however, if such first succeeding Trading Day has not occurred as of the eighth Trading Day after the originally
scheduled Calculation Day, that eighth Trading Day shall be deemed to be the Calculation Day. If the Calculation Day has been
postponed eight Trading Days after the originally scheduled Calculation Day and a Market Disruption Event occurs or is continuing
on such eighth Trading Day, the Calculation Agent will determine the Closing Level of the Index on such eighth Trading Day in
accordance with the formula for and method of calculating the Closing Level of the Index last in effect prior to commencement
of the Market Disruption Event, using the closing price (or, with respect to any relevant security, if a Market Disruption Event
has occurred with respect to such security, its good faith estimate of the value of such security at the Scheduled Closing Time
of the Relevant Stock Exchange for such security or, if earlier, the actual closing time of the regular trading session of such
Relevant Stock Exchange) on such date of each security included in the Index. As used herein, “closing price”
means, with respect to any security on any date, the Relevant Stock Exchange traded or quoted price of such security as of the
Scheduled Closing Time of the Relevant Stock Exchange for such security or, if earlier, the actual closing time of the regular
trading session of such Relevant Stock Exchange.


 


“Calculation
Agent Agreement” shall mean the Calculation Agent Agreement dated as of May 18, 2018 between the Company and the
Calculation Agent, as amended from time to time.


 


“Calculation
Agent” shall mean the Person that has entered into the Calculation Agent Agreement with the Company providing for, among
other things, the determination of the


 






    3 


     


    

 


Ending Level and the Maturity Payment
Amount, which term shall, unless the context otherwise requires, include its successors under such Calculation Agent Agreement.
The initial Calculation Agent shall be Wells Fargo Securities, LLC. Pursuant to the Calculation Agent Agreement, the Company may
appoint a different Calculation Agent from time to time after the initial issuance of this Security without the consent of the
Holder of this Security and without notifying the Holder of this Security.


 


Adjustments to the Index


 


If at any time the
method of calculating the Index or a Successor Equity Index, or the closing level thereof, is changed in a material respect, or
if the Index or a Successor Equity Index is in any other way modified so that such index does not, in the opinion of the Calculation
Agent, fairly represent the level of such index had those changes or modifications not been made, then the Calculation Agent will,
at the close of business in New York, New York, on each date that the closing level of such index is to be calculated, make such
calculations and adjustments as, in the good faith judgment of the Calculation Agent, may be necessary in order to arrive at a
level of an index comparable to the Index or Successor Equity Index as if those changes or modifications had not been made, and
the Calculation Agent will calculate the closing level of the Index or Successor Equity Index with reference to such index, as
so adjusted. Accordingly, if the method of calculating the Index or Successor Equity Index is modified so that the level of such
index is a fraction or a multiple of what it would have been if it had not been modified (e.g., due to a split or reverse
split in such equity index), then the Calculation Agent will adjust the Index or Successor Equity Index in order to arrive at
a level of such index as if it had not been modified (e.g., as if the split or reverse split had not occurred).


 


Discontinuance of the Index


 


If the Index Sponsor
discontinues publication of the Index, and the Index Sponsor or another entity publishes a successor or substitute equity index
that the Calculation Agent determines, in its sole discretion, to be comparable to the Index (a “Successor Equity Index”),
then, upon the Calculation Agent’s notification of that determination to the Trustee and the Company, the Calculation Agent
will substitute the Successor Equity Index as calculated by the Index Sponsor or any other entity and calculate the Ending Level
as described above. Upon any selection by the Calculation Agent of a Successor Equity Index, the Company will cause notice to
be given to the Holder of this Security.


 


In the event that
the Index Sponsor discontinues publication of the Index prior to, and the discontinuance is continuing on, the Calculation Day
and the Calculation Agent determines that no Successor Equity Index is available at such time, the Calculation Agent will calculate
a substitute Closing Level for the Index in accordance with the formula for and method of calculating the Index last in effect
prior to the discontinuance, but using only those securities that comprised the Index immediately prior to that discontinuance.
If a Successor Equity Index is selected or the Calculation Agent calculates a level as a substitute for the Index, the Successor
Equity Index or level will be used as a substitute for the Index for all purposes, including the purpose of determining whether
a Market Disruption Event exists.


 






    4 


     


    

 


If on the Calculation
Day the Index Sponsor fails to calculate and announce the level of the Index, the Calculation Agent will calculate a substitute
Closing Level of the Index in accordance with the formula for and method of calculating the Index last in effect prior to the
failure, but using only those securities that comprised the Index immediately prior to that failure; provided that, if
a Market Disruption Event occurs or is continuing on such day, then the provisions set forth above under the definition of “Calculation
Day” shall apply in lieu of the foregoing.


 


Market Disruption Events 


 


A “Market
Disruption Event” means any of the following events as determined by the Calculation Agent in its sole discretion:


 


		(A)	The occurrence or existence
                                         of a material suspension of or limitation imposed on trading by the Relevant Stock Exchanges
                                         or otherwise relating to securities which then comprise 20% or more of the level of the
                                         Index or any Successor Equity Index at any time during the one-hour period that ends
                                         at the Close of Trading on that day, whether by reason of movements in price exceeding
                                         limits permitted by those Relevant Stock Exchanges or otherwise.



 


		(B)	The occurrence or existence
                                         of a material suspension of or limitation imposed on trading by any Related Futures or
                                         Options Exchange or otherwise in futures or options contracts relating to the Index or
                                         any Successor Equity Index on any Related Futures or Options Exchange at any time during
                                         the one-hour period that ends at the Close of Trading on that day, whether by reason
                                         of movements in price exceeding limits permitted by the Related Futures or Options Exchange
                                         or otherwise.



 


		(C)	The occurrence or existence
                                         of any event, other than an early closure, that materially disrupts or impairs the ability
                                         of market participants in general to effect transactions in, or obtain market values
                                         for, securities that then comprise 20% or more of the level of the Index or any Successor
                                         Equity Index on their Relevant Stock Exchanges at any time during the one-hour period
                                         that ends at the Close of Trading on that day.



 


		(D)	The occurrence or existence
                                         of any event, other than an early closure, that materially disrupts or impairs the ability
                                         of market participants in general to effect transactions in, or obtain market values
                                         for, futures or options contracts relating to the Index or any Successor Equity Index
                                         on any Related Futures or Options Exchange at any time during the one-hour period that
                                         ends at the Close of Trading on that day.



 


		(E)	The closure on any Exchange
                                         Business Day of the Relevant Stock Exchanges on which securities that then comprise 20%
                                         or more of the level of the Index or any Successor Equity Index are traded or any Related
                                         Futures or Options Exchange prior to its Scheduled Closing Time unless



 






    5 


     


    

 


	 	 	the earlier
                                         closing time is announced by the Relevant Stock Exchange or Related Futures or Options
                                         Exchange, as applicable, at least one hour prior to the earlier of (1) the actual closing
                                         time for the regular trading session on such Relevant Stock Exchange or Related Futures
                                         or Options Exchange, as applicable, and (2) the submission deadline for orders to be
                                         entered into the Relevant Stock Exchange or Related Futures or Options Exchange, as applicable,
                                         system for execution at such actual closing time on that day.



 


		(F)	The Relevant Stock Exchange
                                         for any security underlying the Index or Successor Equity Index or any Related Futures
                                         or Options Exchange fails to open for trading during its regular trading session.



 


For purposes
of determining whether a Market Disruption Event has occurred:


 


		(1)	the relevant percentage contribution
                                         of a security to the level of the Index or any Successor Equity Index will be based on
                                         a comparison of (x) the portion of the level of such Index attributable to that
                                         security and (y) the overall level of the Index or Successor Equity Index, in each
                                         case immediately before the occurrence of the Market Disruption Event;



 


		(2)	the “Close of Trading”
                                         on any Trading Day for the Index or any Successor Equity Index means the Scheduled Closing
                                         Time of the Relevant Stock Exchanges with respect to the securities underlying the Index
                                         or Successor Equity Index on such Trading Day; provided that, if the actual closing time
                                         of the regular trading session of any such Relevant Stock Exchange is earlier than its
                                         Scheduled Closing Time on such Trading Day, then (x) for purposes of clauses (A)
                                         and (C) of the definition of “Market Disruption Event” above, with respect
                                         to any security underlying the Index or Successor Equity Index for which such Relevant
                                         Stock Exchange is its Relevant Stock Exchange, the “Close of Trading” means
                                         such actual closing time and (y) for purposes of clauses (B) and (D) of the
                                         definition of “Market Disruption Event” above, with respect to any futures
                                         or options contract relating to the Index or Successor Equity Index, the “Close
                                         of Trading” means the latest actual closing time of the regular trading session
                                         of any of the Relevant Stock Exchanges, but in no event later than the Scheduled Closing
                                         Time of the Relevant Stock Exchanges;



 


		(3)	the “Scheduled Closing
                                         Time” of any Relevant Stock Exchange or Related Futures or Options Exchange
                                         on any Trading Day for the Index or any Successor Equity Index means the scheduled weekday
                                         closing time of such Relevant Stock Exchange or Related Futures or Options Exchange on
                                         such Trading Day, without regard to after hours or any other trading outside the regular
                                         trading session hours; and



 


		(4)	an “Exchange Business
                                         Day” means any Trading Day for the Index or any Successor Equity Index on which
                                         each Relevant Stock Exchange for the securities underlying the Index or any Successor
                                         Equity Index and each Related



 






    6 


     


    

 


	 	 	Futures or
                                         Options Exchange are open for trading during their respective regular trading sessions,
                                         notwithstanding any such Relevant Stock Exchange or Related Futures or Options Exchange
                                         closing prior to its Scheduled Closing Time.



 


Calculation Agent


 


The Calculation Agent
will determine the Maturity Payment Amount and the Ending Level. In addition, the Calculation Agent will (i) determine if adjustments
are required to the Closing Level of the Index under the circumstances described in this Security, (ii) if publication of the
Index is discontinued, select a Successor Equity Index or, if no Successor Equity Index is available, determine the Closing Level
of the Index under the circumstances described in this Security, and (iii) determine whether a Market Disruption Event or non-Trading
Day has occurred.


 


The Company covenants
that, so long as this Security is Outstanding, there shall at all times be a Calculation Agent (which shall be a broker-dealer,
bank or other financial institution) with respect to this Security.


 


All determinations
made by the Calculation Agent with respect to this Security will be at the sole discretion of the Calculation Agent and, in the
absence of manifest error, will be conclusive for all purposes and binding on the Company and the Holder of this Security.


 


Tax Considerations


 


The Company agrees,
and by acceptance of a beneficial ownership interest in this Security each Holder of this Security will be deemed to have agreed
(in the absence of a statutory, regulatory, administrative or judicial ruling to the contrary), for United States federal income
tax purposes to characterize and treat this Security as a prepaid derivative contract that is an “open transaction.”


 


Redemption and Repayment


 


This Security is not
subject to redemption at the option of the Company or repayment at the option of the Holder hereof prior to October 25, 2023.
This Security is not entitled to any sinking fund.


 


Acceleration


 


If an Event of Default,
as defined in the Indenture, with respect to this Security shall occur and be continuing, the Maturity Payment Amount (calculated
as set forth in the next sentence) of this Security may be declared due and payable in the manner and with the effect provided
in the Indenture. The amount payable to the Holder hereof upon any acceleration permitted under the Indenture will be equal to
the Maturity Payment Amount hereof calculated as provided herein as though the date of acceleration was the Calculation Day. 


 


__________________


 






    7 


     


    

 


Reference is hereby
made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


Unless the certificate
of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature or its duly authorized
agent under the Indenture referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


 


[The remainder of this page has been
left intentionally blank]


 




    8 


     


    

 


IN WITNESS WHEREOF,
the Company has caused this instrument to be duly executed.


 


DATED:


 


	 	WELLS FARGO FINANCE LLC
	 	 	 	 
	 	By:	 	 
	 	 	 	 
	 	 	Its:	 


	 	 	 	 
	 	Attest:	 
	 	 	 	 
	 	 	Its:	 


 


TRUSTEE’S CERTIFICATE OF





AUTHENTICATION





This is one of the Securities of the





series designated therein described





in the within-mentioned Indenture.


 


	CITIBANK, N.A.,	 
	 	as Trustee	 
	 	 	 
	By:	 	 
	 	Authorized Signature	 
	 	 	 
	 	OR	 
	 	 	 
	WELLS FARGO BANK, N.A., 	 
	 	as Authenticating Agent for the Trustee	 
	 	 	 
	By:	 	 
	 	Authorized Signature	 



 



    9 


     


    

 


[Reverse of Note]


 


WELLS FARGO FINANCE LLC


 


MEDIUM-TERM NOTE, SERIES A 


Fully and Unconditionally Guaranteed
by Wells Fargo & Company


 


Principal at Risk Securities Linked
to the Dow Jones Industrial Average®


due October 25, 2023


 


This Security is one
of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be
issued in one or more series under an indenture dated as of April 25, 2018, as amended or supplemented from time to time
(herein called the “Indenture”), among the Company, as issuer, Wells Fargo & Company, as guarantor
(the “Guarantor”) and Citibank, N.A., as trustee (herein called the “Trustee,” which term
includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor,
the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series of the Securities designated as Medium-Term Notes, Series A, of the Company.
The amount payable on the Securities of this series may be determined by reference to the performance of one or more equity-,
commodity- or currency-based indices, exchange traded funds, securities, commodities, currencies, statistical measures of economic
or financial performance, or a basket comprised of two or more of the foregoing, or any other market measure or may bear interest
at a fixed rate or a floating rate. The Securities of this series may mature at different times, be redeemable at different times
or not at all, be repayable at the option of the Holder at different times or not at all and be denominated in different currencies.


 


The Securities are
issuable only in registered form without coupons and will be either (a) book-entry securities represented by one or more
Global Securities recorded in the book-entry system maintained by the Depositary or (b) certificated securities issued to and
registered in the names of, the beneficial owners or their nominees.


 


The Company agrees,
to the extent permitted by law, not to voluntarily claim the benefits of any laws concerning usurious rates of interest against
a Holder of this Security.


 


Guarantee 


 


The Securities of
this series are fully and unconditionally guaranteed by the Guarantor as and to the extent set forth in the Indenture.


 


Modification and Waivers 


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time
by the


 






    10 


     


    

 


Company, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities
at the time Outstanding of all series to be affected, acting together as a class. The Indenture also contains provisions permitting
the Holders of a majority in principal amount of the Securities of all series at the time Outstanding affected by certain provisions
of the Indenture, acting together as a class, on behalf of the Holders of all Securities of such series, to waive compliance by
the Company or the Guarantor with those provisions of the Indenture. Certain past defaults under the Indenture and their consequences
may be waived under the Indenture by the Holders of a majority in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series. Solely for the purpose of determining whether any consent,
waiver, notice or other action or Act to be taken or given by the Holders of Securities pursuant to the Indenture has been given
or taken by the Holders of Outstanding Securities in the requisite aggregate principal amount, the principal amount of this Security
will be deemed to be equal to the amount set forth on the face hereof as the “Face Amount” hereof. Any such consent
or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.


 


Defeasance


 


Section 403 and
Article Fifteen of the Indenture and the provisions of clause (ii) of Section 401(1)(B) of the Indenture, relating to
defeasance at any time of (a) the entire indebtedness on this Security and (b) certain restrictive covenants, upon compliance
by the Company or the Guarantor with certain conditions set forth therein, shall not apply to this Security. The remaining provisions
of Section 401 of the Indenture shall apply to this Security.


 


Authorized Denominations


 


This Security is issuable
only in registered form without coupons in denominations of $1,000 or any amount in excess thereof which is an integral multiple
of $1,000.


 


Registration of Transfer


 


Upon due presentment
for registration of transfer of this Security at the office or agency of the Company in the City of Minneapolis, Minnesota, a
new Security or Securities of this series, with the same terms as this Security, in authorized denominations for an equal aggregate
Face Amount will be issued to the transferee in exchange herefor, as provided in the Indenture and subject to the limitations
provided therein and to the limitations described below, without charge except for any tax or other governmental charge imposed
in connection therewith.


 


This Security is exchangeable
for definitive Securities in registered form only if (x) the Depositary notifies the Company that it is unwilling or unable
to continue as Depositary for this Security or if at any time the Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed within 90 days after the Company
receives such notice or becomes aware of such ineligibility, (y) the Company in its sole discretion determines that this
Security shall be exchangeable for definitive Securities in registered form and notifies the Trustee thereof or (z) an Event of
Default with respect


 






    11 


     


    

 


to the Securities represented hereby has occurred and is continuing. If this Security is exchangeable pursuant
to the preceding sentence, it shall be exchangeable for definitive Securities in registered form, having the same date of issuance,
Stated Maturity Date and other terms and of authorized denominations aggregating a like amount.


 


This Security may
not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor of the Depositary or a
nominee of such successor. Except as provided above, owners of beneficial interests in this Global Security will not be entitled
to receive physical delivery of Securities in definitive form and will not be considered the Holders hereof for any purpose under
the Indenture.


 


Prior to due presentment
of this Security for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor
or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or
not this Security be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice
to the contrary.


 


Obligation of the Company Absolute


 


No reference herein
to the Indenture and no provision of this Security or the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the Maturity Payment Amount at the times, place and rate, and in the coin or currency, herein
prescribed, except as otherwise provided in this Security.


 


No Personal Recourse


 


No recourse shall
be had for the payment of the Maturity Payment Amount, or for any claim based hereon, or otherwise in respect hereof, or based
on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director,
as such, past, present or future, of the Company or any successor corporation or of the Guarantor or any successor corporation,
whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise,
all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived
and released.


 


Defined Terms


 


All terms used in
this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture unless otherwise defined
in this Security.


 


Governing Law


 


This Security shall
be governed by and construed in accordance with the law of the State of New York, without regard to principles of conflicts of
laws.


 




    12 


     


    

 


ABBREVIATIONS


 


The following abbreviations,
when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according
to applicable laws or regulations: 


	 	 	 
	TEN COM	--	as tenants in common
	 	 	 
	TEN ENT	--	as tenants by the entireties
	 	 	 
	JT TEN	--	as joint tenants with right
	 	 	of survivorship and not
	 	 	as tenants in common



 

	UNIF GIFT MIN ACT --	 	Custodian	 
	 	(Cust)	 	(Minor)



 

	Under Uniform Gifts to Minors Act	 
	 	 
	 	 
	(State)	 


 


Additional abbreviations
may also be used though not in the above list.


 


FOR VALUE RECEIVED,
the undersigned hereby sell(s) and transfer(s) unto


 


	Please Insert Social Security or	 
	Other Identifying Number of Assignee	 
	 	 
	 	 


	 
	 
	 
	(Please print or type name and address
    including postal zip code of Assignee)



 



    13 


     


    

 


the within Security of WELLS FARGO FINANCE
LLC and does hereby irrevocably constitute and appoint __________________ attorney to transfer the said Security on the books
of the Company, with full power of substitution in the premises.


 


	Dated: _________________________	 
	 	 
	 	 
	 	 
	 	 
	 	 


 


NOTICE: The signature to this assignment
must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement
or any change whatever.


 




    14