EXHIBIT 4(m)(1)


 


[FORM OF FACE OF SECURITY]

JPMORGAN CHASE FINANCIAL COMPANY LLC

WARRANTS, SERIES A

FULLY AND UNCONDITIONALLY GUARANTEED BY JPMORGAN CHASE & CO.






 


	REGISTERED	NUMBER OF WARRANTS:
	No. 	CUSIP: 
	 	 


 


[Unless this certificate is presented by
an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for
registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other
name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.]1


 


This certificate certifies that                , or registered
assignees, is the holder of the number of Warrants specified above of JPMorgan Chase Financial Company LLC, a Delaware limited
liability company (together with its successors and assigns, the “Issuer”). Upon exercise thereof, each Warrant
entitles the holder thereof to receive from the Issuer the amount of money, if any, as specified in the pricing supplement attached
hereto as Appendix A and delivered herewith (together with any product supplement(s), underlying supplement(s), prospectus supplement(s)
and prospectus(es) referenced therein (however titled), the “Related Prospectus”), on the date as specified
in the Related Prospectus, subject to the terms and conditions specified herein and in the Related Prospectus.


 


Any payments due on the Warrants are fully
and unconditionally guaranteed by JPMorgan Chase & Co. (the “Guarantor”) as more fully set forth in the
Indenture.


 


Reference is hereby made to the further
provisions of the Warrants set forth on the reverse hereof and in the Related Prospectus, which further provisions are incorporated
herein by reference and 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 or on behalf of the Trustee by the Authenticating Agent referred to on the reverse hereof by manual
signature, this certificate shall not be entitled to any benefit under the Indenture, as defined on the reverse hereof, or be valid
or obligatory for any purpose.


 


 


 


 






1
Applies only if this Note is Registered Global Security.




     


     

    

IN WITNESS WHEREOF, the Issuer has caused
this certificate to be duly executed.


 


Date:


 


JPMORGAN
CHASE FINANCIAL


COMPANY LLC


 


	By:	   	 
	 	Name:	 	 
	 	Title:	 	 


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This
is one of the Securities referred to in the within-mentioned Indenture.


 


THE
BANK OF NEW YORK MELLON,


as Authenticating Agent


 


	By:	   	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 




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[FORM OF REVERSE OF SECURITY]


 


This certificate evidences a duly authorized
issue of Warrants, Series A (the “Warrants”) of the Issuer. The Warrants are issuable under a Warrant Indenture,
dated as of [              ], among the Issuer, the Guarantor and Deutsche Bank Trust Company Americas, as Trustee (the “Trustee,”
which term includes any successor trustee under the Indenture) (as may be amended or supplemented from time to time, 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 of the Issuer, the Guarantor, the Trustee and holders of the Warrants and the terms upon which
the Warrants are, and are to be, authenticated and delivered. The Issuer and the Guarantor have appointed The Bank of New York
Mellon at its corporate trust office in the Borough of Manhattan, the City of New York as the paying agent (the “Paying
Agent,” which term includes any additional or successor Paying Agent appointed by the Issuer) with respect to the Warrants.
To the extent not inconsistent herewith, the terms of the Indenture are hereby incorporated by reference herein.


 


The Warrants evidenced by this certificate
and all the obligations of the Issuer hereunder are unsecured contractual obligations of the Issuer and rank without preference
or priority among themselves and pari passu with all other existing and future unsecured contractual obligations of the
Issuer and all other existing and future unsecured and unsubordinated indebtedness of the Issuer, subject to certain statutory
exceptions in the event of liquidation upon insolvency. The payments due on the Warrants evidenced by this certificate are fully
and unconditionally guaranteed by the Guarantor as more fully set forth in the Indenture (such guarantee, the “Guarantee”).


 


This certificate, and any certificate or
certificates issued upon transfer or exchange hereof, is issuable only in fully registered form and is issuable in denominations
as set forth in the Related Prospectus.


 


Other Terms


 


The Paying Agent has been appointed registrar
for the Warrants, and the Paying Agent will maintain at its office in the City of New York a register for the registration and
transfer of Warrants. This certificate may be transferred at the aforesaid office of the Paying Agent by surrendering this certificate
for cancellation, accompanied by a written instrument of transfer in form satisfactory to the Paying Agent and duly executed by
the registered holder hereof in person or by the holder’s attorney duly authorized in writing, and thereupon the Paying Agent
shall issue in the name of the transferee or transferees, in exchange herefor, a new certificate or certificates having identical
terms and provisions and evidencing a like aggregate number of Warrants in authorized denominations, subject to the terms and conditions
set forth herein; provided, however, that the Paying Agent will not be required (i) to register the transfer of or
exchange any certificate that has been called for redemption in whole or in part, except the unredeemed portion of Warrants evidenced
by this certificate being redeemed in part, (ii) to register the transfer of or exchange any certificate if the holder thereof
has exercised his right, if any, to require the Issuer to repurchase the Warrants evidenced by such certificate in whole or in 


 




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part, except the portion of the Warrants evidenced by such certificate not required to be repurchased, or (iii) to register the
transfer of or exchange certificates to the extent and during the period so provided in the Indenture with respect to the
redemption of Warrants. Certificates are exchangeable at said office for other certificates evidencing other authorized denominations
of equal aggregate number of Warrants having identical terms and provisions. All such exchanges and transfers of certificates will
be free of charge, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge in connection
therewith. All certificates surrendered for exchange shall be accompanied by a written instrument of transfer in form satisfactory
to the Paying Agent and executed by the registered holder in person or by the holder’s attorney duly authorized in writing.


 


In case this certificate shall at any time
become mutilated, defaced or be destroyed, lost or stolen and this certificate or evidence of the loss, theft or destruction thereof
(together with the indemnity hereinafter referred to and such other documents or proof as may be required in the premises) shall
be delivered to the Paying Agent, the Issuer in its discretion may execute a new certificate of like tenor in exchange for this
certificate, but, if this certificate is destroyed, lost or stolen, only upon receipt of evidence satisfactory to the Issuer, the
Guarantor and the Paying Agent that this certificate was destroyed or lost or stolen and, if required, upon receipt also of indemnity
satisfactory to each of them. All expenses and reasonable charges associated with procuring such indemnity and with the preparation,
authentication and delivery of a new certificate shall be borne by the owner of the certificate mutilated, defaced, destroyed,
lost or stolen.


 


The Indenture permits the Issuer, the Guarantor
and the Trustee, with the consent of the holders of not less than a majority in aggregate number of Warrants of all series issued
under the Indenture then outstanding and affected (voting as one class), to execute supplemental indentures adding any provisions
to or changing in any manner the rights of the holders of each series so affected; provided that the Issuer, the Guarantor
and the Trustee may not, without the consent of the holder of each outstanding Warrant affected thereby, (a) extend the final expiration
date under any Warrant, (b) reduce or extend the time of payment of any amount due under any Warrant, (c) change the method in
which amounts of payments are determined on any Warrant, (d) reduce any amount payable upon exercise or redemption of any Warrant,
(e) make the money due on any Warrant payable in any coin or currency other than that provided in the Warrant or in accordance
with the terms thereof, (f) modify or amend any provisions for converting any currency into any other currency as provided in the
Warrant or in accordance with the terms thereof, (g) impair the right of any holder of a Warrant to institute suit for the payment
thereof, the right of any holder of a Warrant to exercise the Warrant on the terms provided therein or, if the Warrants provide,
any right of repayment at the option of the holder of a Warrant, (h) make any change in the Guarantee that would adversely affect
the holders of the Warrants of such series or release the Guarantor from the Guarantee other than pursuant to the terms of the
Indenture or (i) reduce the aforesaid percentage of Warrants of any series, the consent of the holders of which is required for
any such supplemental indenture.


 


So long as the Warrants evidenced by this
certificate shall be outstanding, the Issuer will cause to be maintained an office or agency for the payment of the money due on
the Warrants as


 




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 herein provided in the Borough of Manhattan, the City of
New York, and an office or agency in said Borough of Manhattan for the registration, transfer and exchange as aforesaid of
this certificate. The Issuer or the Guarantor may designate other agencies for the payment of said money due at such place or
places (subject to applicable laws and regulations) as the Issuer or the Guarantor, as the case may be, may decide. So long
as there shall be such an agency, the Issuer or the Guarantor, as the case may be, shall keep the Trustee and the Paying
Agent advised of the names and locations of such agencies, if any are so designated.


 


With respect to moneys paid by the Issuer
and held by the Trustee or any Paying Agent for payment of the money due on any Warrants that remain unclaimed at the end of two
years after such amount shall have become due and payable (whether at its stated expiration, upon exercise, call for redemption
or otherwise), (i) upon written notification from the Issuer or the Guarantor, as the case may be, the Trustee or such Paying Agent
shall notify the holders of such Warrants that such moneys shall be repaid to the Issuer or the Guarantor, as the case may be,
and any person claiming such moneys shall thereafter look only to the Issuer (except with respect to the Guarantee) or the Guarantor
for payment thereof, as the case may be, and (ii) such moneys shall be so repaid to the Issuer or the Guarantor, as the case may
be. Upon such repayment all liability of the Trustee or such Paying Agent with respect to such moneys shall thereupon cease, without,
however, limiting in any way any obligation that the Issuer or the Guarantor may have to pay the money due on the Warrants evidence
by this certificate as the same shall become due.


 


No provision of this certificate or of the
Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the money due on the
Warrants at the time, and place, and in the coin or currency, herein prescribed unless otherwise agreed between the Issuer and
the registered holder of this certificate.


 


Prior to due presentment of this certificate
for registration of transfer, the Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor or the Trustee
shall treat the holder in whose name this certificate is registered as the owner hereof for all purposes, whether or not the Warrants
evidenced by this certificate be overdue, and none of the Issuer, the Guarantor, the Trustee or any such agent shall be affected
by notice to the contrary.


 


No recourse shall be had for the payment
of the money due on the Warrants evidenced by this certificate, 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, shareholder, officer or
director, as such, past, present or future, of the Issuer, the Guarantor or any successor to the Issuer or the Guarantor, either
directly or through the Issuer, the Guarantor or any successor to the Issuer or the Guarantor, 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 issue hereof, expressly waived and released.


 


This certificate shall for all purposes
be governed by, and construed in accordance with, the laws of the State of New York.







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All terms used in this certificate that
are defined in the Indenture shall have the meanings assigned to them in the Indenture, and all terms used in this certificate
that are defined in the Related Prospectus shall have the meanings assigned to them in the Related Prospectus. In the event of
any inconsistency between the definitions in the Indenture and the definitions in the Related Prospectus, the definitions in the
Related Prospectus shall govern.


 




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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	 
	 	(Minor)	 	(Cust)
	 	 	 	 
	 	 	 	 


	Under Uniform Gifts to Minors Act	 
	 	(State)


 


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


 





 



 


 






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


 


	 	 
	
        [PLEASE INSERT SOCIAL SECURITY OR OTHER 

              IDENTIFYING NUMBER OF ASSIGNEE]

         

	 
	 
	 
	[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]


 


the within certificate and all rights thereunder, hereby irrevocably
constituting and appointing such person attorney to transfer such certificate on the books of the Issuer, 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 certificate in every particular without alteration or enlargement or any change whatsoever.
	 	 




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APPENDIX A