Exhibit 4.25


 















 


 


THIRD AMENDMENT
TO THE WARRANT AGREEMENT


 


 


BETWEEN


 


 


DEUTSCHE
BANK AKTIENGESELLSCHAFT


 


 


and


 


 


DEUTSCHE
BANK TRUST COMPANY AMERICAS, Warrant Agent


 


 


_______________________


 


 


Dated as
of July 21, 2018


 


 


 


AMENDMENT
TO WARRANT AGREEMENT

DATED AS OF NOVEMBER 15, 2007


 







     


     


    

THIS THIRD
AMENDMENT TO THE WARRANT AGREEMENT, dated as of July 21, 2018, between DEUTSCHE BANK AKTIENGESELLSCHAFT, a stock corporation with
limited liability incorporated in the Federal Republic of Germany, which may act through its London Branch (the “Bank”),
and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York trust company (the “Warrant Agent”).


 


WITNESSETH:


 


WHEREAS,
the Bank and the Warrant Agent are parties to that certain Warrant Agreement, dated as of November 15, 2007, as supplemented by
the First Amendment to the Warrant Agreement, dated as of January 1, 2015 and the Second Amendment to the Warrant Agreement, dated
as of January 1, 2016 (the “Second Amendment to the Warrant Agreement”), each between the Bank and the Warrant
Agent (the “Warrant Agreement”);


 


WHEREAS,
Section 6.01(a)(iv) of the Warrant Agreement provides that, without the consent of the Warrantholders of any series of Warrants,
the Bank and the Warrant Agent may amend the Warrant Agreement for the purpose of, among other things, making any provisions as
the Bank may deem necessary or desirable and which will not materially and adversely affect the interests of the Warrantholders
of such series;


 


WHEREAS,
there are no Warrants outstanding of any series created prior to the execution of this Third Amendment to the Warrant Agreement
which are entitled to the benefit of the provisions set forth herein or would be materially and adversely affected by such provisions;


 


WHEREAS,
the Bank desires and the Warrant Agent has agreed to amend Section 3.03 of the Second Amendment to the Warrant Agreement with
respect to Warrants to be issued under the Warrant Agreement on or after the date of this Third Amendment to the Warrant Agreement;


 


WHEREAS,
the Bank desires to amend the Warrant Agreement to provide that certain Warrants to be issued under the Warrant Agreement on or
after the date of this Third Amendment to the Warrant Agreement may include provisions permitting substitution of the office through
which the Bank is acting for all purposes under such Warrants;


 


WHEREAS,
Section 6.01(a)(ii) of the Warrant Agreement provides that, without the consent of the Warrantholders of any series of Warrants,
the Bank and the Warrant Agent may amend the Warrant Agreement for the purpose of, among other things, establishing the forms
or terms of Warrant Certificates or Warrants of any series as permitted by Sections 1.02 and 1.03 of the Warrant Agreement;


 




    2 


     


    

WHEREAS,
the Bank desires to establish additional forms of Warrants of each series to be issued under the Warrant Agreement on or after
the date of this Third Amendment to the Warrant Agreement pursuant to Sections 1.02 and 1.03 of the Warrant Agreement, unless
any such Warrant is of a series of Warrants originally issued prior to the date of this Third Amendment to the Warrant Agreement;


 


WHEREAS,
the entry into this Third Amendment to the Warrant Agreement by the parties hereto is in all respects authorized by the provisions
of the Warrant Agreement; and


 


WHEREAS,
all things necessary to make this Third Amendment to the Warrant Agreement a valid agreement according to its terms have been
done;


 


NOW,
THEREFORE:


 


In
consideration of the premises, the Bank and the Warrant Agent mutually covenant and agree, for the equal and proportionate benefit
of the respective Warrantholders from time to time of the Warrants, as follows:


 


Article
1


 


Forms
of Warrants


 


Section 1.01.
Forms of Warrants. As applied to the Warrants to be issued under the Warrant Agreement on or after the date of this Third
Amendment to the Warrant Agreement, the forms of Warrants for each series shall be substantially in the forms of Schedules I and
II to this Second Amendment to the Warrant Agreement, unless any such Warrant is of a series of Warrants originally issued prior
to the date of this Third Amendment to the Warrant Agreement (for which the form of Warrants shall be the form which is applicable
to the original issuance), and as may be determined from time to time pursuant to Officers’ Certificates pursuant to Section
1.03 of the Warrant Agreement.


 


Article
2


 


Amendment
to the Warrant Agreement


 


Section 2.01.
Amendment to Section 3.03 of the Second Amendment to the Warrant Agreement. With respect to the Warrants to be issued under
the Warrant Agreement on or after the date of this Third Amendment to the Warrant Agreement, unless any such Warrant is of a series
of Warrants originally issued prior to the date of this Third Amendment to the Warrant Agreement, subparagraph (a)(ii) of the
second paragraph of Section 3.03 of the Second Amendment to the Warrant Agreement, which reads as follows:


 




    3 


     


    

“convert
the Warrants into ordinary shares of (i) the Bank or (ii) any group entity or (iii) any bridge bank or other instruments of ownership
of such entities qualifying as common equity tier one capital; and/or”


 


shall be amended
such that subparagraph (a)(ii), as amended, reads as follows:


 


“convert
the Warrants into ordinary shares of (i) the Bank or (ii) any group entity or (iii) any bridge bank or other instruments of ownership
of such entities qualifying as common equity tier one capital (and issue to or confer on the Holders (including the Beneficial
Owners) such ordinary shares or instruments); and/or”


 


Article
3

Substitution


 


Section 3.01.
Certain Terms Defined. With respect to the Warrants to be issued under the Warrant Agreement on or after the date of this
Third Amendment to the Warrant Agreement, the Warrant Agreement is hereby amended to include the following definition:


 


“Office”
means the Bank’s head office or one of the Bank’s branch offices.


 


Section 3.02.
Office Substitution. The Bank may issue one or more series of Warrants on or after the date of this Third Amendment to the
Warrant Agreement that permit the Bank at any time, without the consent of the Warrantholders, to designate another Office of
the Bank as substitute for the Office through which the Bank has acted to issue the Warrants of such series with the same effect
as if such substitute Office had been originally named as the Office through which the Bank had acted to issue the Warrants of
such series for all purposes under the Warrant Agreement and the Warrants of such series. In order to give effect to such substitution,
the Bank shall give notice of such substitution to the Warrantholders of the Warrants of such series. With effect from the substitution
date, such substitute Office shall, without any amendment of the Warrants of such series or the Warrant Agreement, assume all
of the obligations of the originally-named Office as principal obligor under the Warrants of such series.


 


Article
4

Miscellaneous Provisions


 


Section 4.01.
Further Assurances. The Bank will, upon request by the Warrant Agent, execute and deliver such further instruments and
do such further 


 




    4 


     


    

acts as may reasonably be necessary or proper to carry out more effectively the purposes of this Third Amendment
to the Warrant Agreement.


 


Section 4.02.
Other Terms of Warrant Agreement. Except insofar as herein otherwise expressly provided, all provisions, terms and conditions
of the Warrant Agreement are in all respects ratified and confirmed and shall remain in full force and effect.


 


Section 4.03.
Terms Defined. All terms defined elsewhere in the Warrant Agreement shall have the same meanings when used herein.


 


Section 4.04.
Governing Law. This Third Amendment to the Warrant Agreement shall be deemed to be a contract under the laws of the State
of New York, and for all purposes shall be construed in accordance with the laws of said State, excluding choice of law provisions,
except as may otherwise be required by mandatory provisions of law.


 


Section 4.05.
Counterparts. This Third Amendment to the Warrant Agreement may be executed in any number of counterparts, each of which
so executed shall be deemed to be an original; but such counterparts shall together constitute but one and the same instrument.


 


Section 4.06.
Responsibility of the Warrant Agent. The recitals contained herein shall be taken as the statements of the Bank, and the
Warrant Agent assumes no responsibility for the correctness of the same. The Warrant Agent makes no representations as to the
validity or sufficiency of this Third Amendment to the Warrant Agreement or the Warrants.


 


 


[SIGNATURE
PAGE FOLLOWS]


 




    5 


     


    

IN WITNESS
WHEREOF, the parties hereto have caused this Third Amendment to the Warrant Agreement to duly executed, all as of the date first
written above.













 





	 	DEUTSCHE BANK AKTIENGESELLSCHAFT  












	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
    Jonathan Blake	 
	 	 	 	 	Name:	Jonathan Blake	 
	 	 	 	 	Title:	Managing Director	 
	 	 	 	 	 	 	 


 











	 	 	 	 	 	 	 
	 	 	 	By:	/s/
    Marco Zimmerman 	 
	 	 	 	 	Name:	Marco Zimmerman	 
	 	 	 	 	Title:	Managing Director	 
	 	 	 	 	 	 	 


 






  





	 	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, WARRANT AGENT	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
    Chris Niesz	 
	 	 	 	 	Name:	Chris Niesz	 
	 	 	 	 	Title:	Vice President	 
	 	 	 	 	 	 	 


 








	 	 	 	 	 	 	 
	 	 	 	By:	/s/
    Debra A. Schwalb 	 
	 	 	 	 	Name:	Debra A. Schwalb	 
	 	 	 	 	Title:	Vice President	 
	 	 	 	 	 	 	 


 






 


 


 


 


 


 


 


 






    6 


     


    

 


 


 


Schedule
I


 


 


 




     


     


    

 





 





[FORM OF
FACE OF REGISTERED PUT WARRANT CERTIFICATE]







 





	No. _____	CUSIP No. __________







 


[Unless and
until it is exchanged in whole for Warrants in definitive registered form, this Warrant Certificate and the Warrants evidenced
hereby may not be transferred except as a whole by the Depositary to the 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 Depositary or a
nominee of such successor Depositary.


 


Unless this
Warrant Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”),
to the Bank 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 is requested by an authorized representative of DTC (and any payment is made to Cede
& Co. or to 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.]1


 


DEUTSCHE
BANK AKTIENGESELLSCHAFT



[Designation of Warrants]





 


NUMBER OF WARRANTS EVIDENCED
BY THIS CERTIFICATE: [UP TO ____]1


 


CASH SETTLEMENT VALUE PER WARRANT
(OR METHOD OF DETERMINING SAME):


 


[WARRANT PROPERTY:]2


 


[AMOUNT
OF WARRANT PROPERTY

SALABLE PER WARRANT:]2


 


[PUT PRICE FOR SUCH SPECIFIED
AMOUNT OF WARRANT PROPERTY PER WARRANT:]2


 


[METHOD OF DELIVERY OF ANY WARRANT
PROPERTY TO BE DELIVERED FOR SALE UPON EXERCISE OF WARRANTS:]2


 


RESOLUTION
MEASURES PROVISIONS: THIS WARRANT CERTIFICATE WILL BE SUBJECT TO THE RESOLUTION MEASURES PROVISIONS


 


 


 



_____________________


1 Applies to global warrant certificates.





2 Only if the terms of the Warrants
contemplate that the holder may deliver Warrant Property to exercise the Warrants.





    1 


     


    

PROVIDED
IN THE WARRANT AGREEMENT AND ON THE REVERSE HEREOF


 


OFFICE SUBSTITUTION: [APPLICABLE]


 


DATES OF EXERCISE:


 


OTHER TERMS:


 


This Warrant
Certificate certifies that __________, or registered assigns, is the Registered Holder of the number of [Designation of Warrants]
(the “Warrants”) [specified above]3 [specified on Schedule A hereto].4 Upon receipt by
the Warrant Agent of this Warrant Certificate, the exercise notice on the reverse hereof (or an exercise notice in substantially
identical form delivered herewith) (the “Exercise Notice”), duly completed and executed, and the Amount of
Warrant Property saleable per Warrant set forth above, adjusted, if applicable, as set forth above, for each Warrant to be exercised,
delivered as set forth above (the “Exercise Property”) at the Warrant Agent’s Window in Jacksonville,
Florida, each Warrant evidenced hereby entitles the Registered Holder hereof to receive, subject to the terms and conditions set
forth herein and in the Warrant Agreement (as defined below), from Deutsche Bank Aktiengesellschaft (the “Bank”)
the [Cash Settlement Value] [Put Price]5 per Warrant specified above.


 


Unless otherwise
indicated above, a Warrant will not require or entitle a Warrantholder to sell or deliver to the Bank, nor will the Bank be under
any obligation to, nor will it, purchase or take delivery from any Warrantholder of, any Warrant Property, and upon exercise of
a Warrant, the Bank will make only a cash payment in the amount of the Cash Settlement Value or Put Price per Warrant. Warrantholders
will not receive any interest on any Cash Settlement Value.


 


Reference
is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as though fully set forth in this place.


 


This Warrant
Certificate shall not be valid unless countersigned by the Warrant Agent.


 


 


 



_____________________








3
Applies to definitive warrant certificates.





4
Applies to global warrant certificates.





5
Only if the terms of the Warrants contemplate that the holder may deliver Warrant Property to exercise the Warrants.





    2 


     


    

IN WITNESS
WHEREOF, Deutsche Bank Aktiengesellschaft has caused this Warrant Certificate to be duly executed.


 


Dated:______________________


 


	DEUTSCHE
    BANK AKTIENGESELLSCHAFT
	By:	 
	Name:
	Title:
	 



Attest:





 


By:_________________________





Secretary


 


Countersigned as of the date
above written:


 


DEUTSCHE
BANK TRUST COMPANY

AMERICAS, as Warrant Agent


 


By:_________________________





Authorized
Officer


 




    3 


     


    

[FORM OF
REVERSE OF REGISTERED PUT WARRANT CERTIFICATE]





DEUTSCHE BANK AKTIENGESELLSCHAFT



 


The Warrants
evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued by the Bank pursuant to a warrant
agreement, dated as of November 15, 2007, as supplemented by the First Amendment to the Warrant Agreement, dated as of January
1, 2015, the Second Amendment to the Warrant Agreement, dated as of January 1, 2016 and the Third Amendment to the Warrant Agreement,
dated as of July 21, 2018 (as may be amended or supplemented from time to time, the “Warrant Agreement”), between
the Bank and Deutsche Bank Trust Company Americas (the “Warrant Agent”) and are subject to the terms and provisions
contained in the Warrant Agreement, to all of which terms and provisions each Warrantholder consents by acceptance of this Warrant
Certificate or a beneficial interest therein and which Warrant Agreement is hereby incorporated by reference in and made a part
of this Warrant Certificate. Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Warrant Agreement. A copy of the Warrant Agreement is on file at the Warrant Agent’s
Office. The Warrants constitute a separate series of Warrants under the Warrant Agreement.


 


The Warrants
are unsecured contractual obligations of the Bank and will rank equally and pari passu with the Bank’s other unsecured
contractual obligations and with the Bank’s unsecured and unsubordinated debt, subject to any statutory priority regime
of the jurisdiction of the Bank’s incorporation (or, in the case of Warrants issued by the Bank through a branch, of the
jurisdiction where the branch is established) that provides certain claims will be satisfied first in a resolution or German insolvency
proceeding with respect to the Bank.


 


Subject to
the provisions hereof and the Warrant Agreement, each Warrant may be exercised during the dates of exercise set forth on the face
hereof by delivering or causing to be delivered this Warrant Certificate, the Exercise Notice, duly completed and executed, and
the Exercise Property for each such Warrant to the Warrant Agent’s Window, in Jacksonville, Florida, which is, on the date
hereof:


 


DB Services
Americas, Inc.





5022 Gate
Parkway





Jacksonville,
Florida, 32256 USA





Mailstop
JCK01-0218


 


or at such
other address as the Warrant Agent may specify from time to time.


 


Each Warrant
entitles the Warrantholder to receive, upon exercise, the [Cash Settlement Value] [Put Price]6 per Warrant set forth
on the face hereof.


 


 



_____________________





6
Only if the terms of the Warrants contemplate that the holder may deliver Warrant Property to exercise the Warrants.





    4 


     


    

The
terms and conditions set forth in the following paragraphs (a) – (k) shall apply to the Warrants, and by acquiring the Warrants
evidenced by this Warrant Certificate, the Registered Holder and each Beneficial Owner of the Warrants shall be bound by and shall
be deemed to consent to the imposition of any Resolution Measure by the competent resolution authority.


 


		(a)	Under
                                         the relevant resolution laws and regulations as applicable to the Bank from time to time,
                                         the Warrants evidenced by this Warrant Certificate may be subject to the powers exercised
                                         by the competent resolution authority to:



 


		(i)	write
                                         down, including write down to zero, the claims for payment of any amount or, if applicable,
                                         claims for delivery of any property in respect of the Warrants;



 


		(ii)	convert
                                         the Warrants into ordinary shares of (i) the Bank or (ii) any group entity or (iii) any
                                         bridge bank or other instruments of ownership of such entities qualifying as common equity
                                         tier one capital (and issue to or confer on the Holders (including the Beneficial Owners)
                                         such ordinary shares or instruments); and/or



 


		(iii)	apply
                                         any other resolution measure, including, but not limited to, (A) any transfer of the
                                         Warrants to another entity, (B) the amendment, modification or variation of the terms
                                         and conditions of the Warrants or (C) the cancellation of the Warrants;



 


(each,
a “Resolution Measure”).


 


For
the avoidance of doubt, any non-payment or non-delivery by the Bank arising out of any such Resolution Measure will not constitute
a failure by the Bank under the terms of this Warrant Certificate or the Warrant Agreement to make a payment or delivery owing
under the Warrants. If any Warrants provide for delivery of any property, any reference in this Warrant Certificate or the Warrant
Agreement to payment by the Bank under the Warrants shall be deemed to include the delivery of such property.


 


		(b)	By
                                         its acquisition of the Warrants evidenced by this Warrant Certificate, the Registered
                                         Holder and each Beneficial Owner of the Warrants shall be deemed irrevocably to have
                                         agreed:



 


		(i)	to
                                         be bound by, to acknowledge and to accept any Resolution Measure and any amendment, modification
                                         or variation of the terms and conditions of the Warrants to give effect to any Resolution
                                         Measure;



 


		(ii)	that
                                         it will have no claim or other right against the Bank arising out of any Resolution Measure;
                                         and



 




    5 


     


    

		(iii)	that
                                         the imposition of any Resolution Measure will not constitute a default under (A) the
                                         Warrants or (B) the Warrant Agreement.



 


		(c)	The
                                         terms and conditions of this Warrant Certificate shall continue to apply in relation
                                         to the residual notional amount of, or the amount due but unpaid in respect of, the Warrants,
                                         subject to any modification of the amount payable, if any, to reflect the reduction of
                                         the notional amount or amount due but unpaid in respect of the Warrants, and any further
                                         modification of the terms that the competent resolution authority may decide in accordance
                                         with applicable laws and regulations relating to the resolution of banks, banking group
                                         companies, credit institutions and/or investment firms incorporated in the Federal Republic
                                         of Germany.



 


		(d)	No
                                         payment of any amount (or delivery of any property, if applicable) thereon (to the extent
                                         of the portion thereof affected by the imposition of a Resolution Measure) shall become
                                         due and payable after the imposition of any Resolution Measure by the competent resolution
                                         authority, unless such payment or delivery would be permitted to be made by the Bank
                                         under the laws and regulations of the Federal Republic of Germany then applicable to
                                         the Bank.



 


		(e)	By
                                         its acquisition of the Warrants evidenced by this Warrant Certificate, the Registered
                                         Holder and each Beneficial Owner of the Warrants waives, to the fullest extent permitted
                                         by applicable law, any and all claims against the Warrant Agent for, agrees not to initiate
                                         a suit against the Warrant Agent in respect of, and agrees that the Warrant Agent shall
                                         not be liable for, any action that the Warrant Agent takes, or abstains from taking,
                                         in either case in accordance with the imposition of a Resolution Measure by the competent
                                         resolution authority with respect to the Warrants.



 


		(f)	Upon
                                         the imposition of a Resolution Measure by the competent resolution authority with respect
                                         to the Warrants evidenced by this Warrant Certificate, the Bank shall provide a written
                                         notice directly to the Warrantholders in accordance with Section 6.04 of the Warrant
                                         Agreement as soon as practicable regarding such imposition of a Resolution Measure by
                                         the competent resolution authority for purposes of notifying the Warrantholders of such
                                         occurrence. The Bank shall also deliver a copy of such notice to the Warrant Agent for
                                         information purposes, and the Warrant Agent shall be entitled to rely, and will not be
                                         liable for relying, on the competent resolution authority and the Resolution Measure
                                         identified in such notice. Any delay or failure by the Bank to give notice shall not
                                         affect the validity or enforceability of any Resolution Measure nor the effects thereof
                                         on the Warrants.



 


		(g)	If
                                         the Warrantholders have elected to exercise the Warrants, but the competent resolution
                                         authority has imposed a Resolution Measure with respect to the Warrants represented by
                                         this Warrant



 




    6 


     


    

Certificate
prior to the payment or delivery of the cash settlement amount or Warrant Property for the Warrants, the exercise notice shall
be automatically rescinded and shall be of no force and effect, and no payment or delivery of the cash settlement amount or Warrant
Property for the Warrants will be due and payable or deliverable.


 


		(h)	The
                                         Warrant Agreement shall impose no duties, obligations or liabilities upon the Warrant
                                         Agent whatsoever with respect to the imposition of any Resolution Measure by the competent
                                         resolution authority. The Warrant Agent shall be fully protected in acting or refraining
                                         from acting in accordance with a Resolution Measure. Notwithstanding the foregoing, if,
                                         following completion of the imposition of a Resolution Measure by the competent resolution
                                         authority, the Warrants evidenced by this Warrant Certificate remain outstanding, then
                                         the Warrant Agent’s duties under the Warrant Agreement shall remain applicable
                                         with respect to the Warrants following such completion to the extent that the Bank and
                                         the Warrant Agent agree pursuant to an amendment to the Warrant Agreement, unless the
                                         Bank and the Warrant Agent agree that an amendment to the Warrant Agreement is not necessary.



 


		(i)	By
                                         the acquisition of the Warrants evidenced by this Warrant Certificate, the Registered
                                         Holder and each Beneficial Owner of the Warrants shall be deemed irrevocably to have
                                         (i) consented to the imposition of any Resolution Measure as it may be imposed without
                                         any prior notice by the competent resolution authority of its decision to exercise such
                                         power with respect to the Warrants, (ii) authorized, directed and requested the Depositary
                                         and any direct participant in the Depositary or other intermediary through which it holds
                                         the Warrants to take any and all necessary action, if required, to implement the imposition
                                         of any Resolution Measure with respect to the Warrants as it may be imposed, without
                                         any further action or direction on the part of such Warrantholders of the Warrants or
                                         the Warrant Agent and (iii) acknowledged and accepted that the provisions contained in
                                         Article 3 of the Second Amendment to the Warrant Agreement are exhaustive on the matters
                                         described in Article 3 of the Second Amendment to the Warrant Agreement to the exclusion
                                         of any other agreements, arrangements or understandings between it and the Bank relating
                                         to the terms and conditions of the Warrants.



 


		(j)	If
                                         the competent resolution authority imposes a Resolution Measure with respect to less
                                         than the total outstanding notional amount of the Warrants, unless the Warrant Agent
                                         is otherwise instructed by the Bank or the competent resolution authority, any cancellation,
                                         write-off or conversion into equity made in respect of the Warrants pursuant to the Resolution
                                         Measure will be made on a substantially pro rata basis among the Warrants of any series.



 


		(k)	The
                                         Bank’s obligations to indemnify the Warrant Agent in accordance with Section 5.02
                                         of the Warrant Agreement shall



 




    7 


     


    

survive
the imposition of a Resolution Measure by the competent resolution authority with respect to the Warrants evidenced by this Warrant
Certificate.


 


If “Office
Substitution” is applicable to the Warrants as specified on the face hereof, the Bank may, without the consent of the Warrantholders,
designate another Office of the Bank as substitute for the Office through which the Bank has acted to issue the Warrants with
the same effect as if such substitute Office had been originally named as the Office through which the Bank had acted to issue
the Warrants for all purposes under the Warrant Agreement and the Warrants.  In order to give effect to such substitution,
the Bank shall give notice of such substitution to the Warrantholders of the Warrants.  With effect from the substitution
date, such substitute Office shall, without any amendment to this Warrant Certificate or the Warrant Agreement, assume all of
the obligations of the originally-named Office as principal obligor under the Warrants. “Office” means the
Bank’s head office or one of the Bank’s branch offices.


 


The Warrant
Agreement and the terms of the Warrants are subject to amendment as provided in the Warrant Agreement.


 


This Warrant
Certificate shall be governed by, and interpreted in accordance with the laws of the State of New York, excluding choice of law
provisions, except as may otherwise be required by mandatory provisions of law.


 




    8 


     


    

[Designation
of Warrants]


 


Exercise
Notice


 


DB Services Americas, Inc.





5022 Gate Parkway





Jacksonville, Florida, 32256
USA





Mailstop JCK01-0218


 


Attention: Reorganization Unit


 


The undersigned
(the “Registered Holder”) hereby irrevocably exercises __________ Warrants (the “Exercised Warrants”)
and delivers to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder’s name, representing
a number of Warrants at least equal to the number of Exercised Warrants[, and the Warrant Property with respect thereto].7


 


The Registered
Holder hereby directs the Warrant Agent (a) to deliver the [Cash Settlement Value][Put Price]7 per Warrant as follows:









 


and (b) if
the number of Exercised Warrants is less than the number of Warrants represented by the enclosed Warrant Certificate, to deliver
a Warrant Certificate representing the unexercised Warrants to:


 


	 	 	 	 
	Dated:	 	 	 
	 	 	 	(Registered Holder)



 




	By:	 
	 	Authorized Signature
	 	Address:
	 	Telephone:



 


 


_____________________











7
Only if terms of the Warrants contemplate that the holder may deliver Warrant Property to exercise the Warrants.





    9 


     


    

[If Warrant
is a Global Warrant, insert this Schedule A.]


 


SCHEDULE
A


 


[Designation
of Warrants]


 


GLOBAL

WARRANT

SCHEDULE OF EXCHANGES





 


The initial
number of Warrants represented by this Global Warrant is __________. In accordance with the Warrant Agreement and the Unit Agreement
dated as of [ ] among the Bank, [ ] as Unit Agent, Deutsche Bank Trust Company Americas as Warrant Agent, [ ] as Collateral Agent,
and Law Debenture Trust Company of New York as Trustee under the Indenture referred to therein and the Holders from time to time
of the Units described therein, the following (A) exchanges of [the number of Warrants indicated below for a like number of Warrants
to be represented by a Global Warrant that has been separated from a Unit (a “Separated Warrant”)]8
[the number of Warrants that had been represented by a Global Warrant that is part of a Unit (an “Attached Unit Warrant”)
for a like number of Warrants represented by this Global Warrant]9
or (B) reductions as a result of the exercise of the number of Warrants indicated below have been made:


 


 


	 


        Date
        of Exchange or Exercise 
	 	[Number
                           Exchanged for Separated Warrants]8 
	 	 


        [Reduced
        Number Outstanding Following Such Exchange]8 
	 	 


        [Number
        of Attached Unit Warrants Exchanged for Warrants represented by this Separated Warrant]9 
	 	[Increased
                           Number Outstanding Following Such Exchange]9 
	 	 


        Number
        of Warrants Exercised 
	 	 


        Reduced
        Number Outstanding Following Such Exercise 
	 	 


        Notation
        Made by or on Behalf of Warrant Agent 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 


 


 


 


 


 








_____________________


8
Applies only if this Global Warrant is part of a Unit.





9
Applies only if this Global Warrant has been separated from a Unit.


 







 


 



    10 


     


    




 





 


 


Schedule
II


 







 



     


     


    

 




 





[FORM OF
FACE OF REGISTERED CALL WARRANT CERTIFICATE]


 





	No. _____	CUSIP No. __________







 


[Unless and
until it is exchanged in whole for Warrants in definitive registered form, this Warrant Certificate and the Warrants evidenced
hereby may not be transferred except as a whole by the Depositary to the 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 Depositary or a
nominee of such successor Depositary.


 


Unless this
Warrant Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”),
to the Bank 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 is requested by an authorized representative of DTC (and any payment is made to Cede
& Co. or to 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.]1


 






DEUTSCHE BANK AKTIENGESELLSCHAFT



[Designation of Warrants]





 


NUMBER OF WARRANTS EVIDENCED
BY THIS CERTIFICATE: [UP TO _____]1


 


[CASH SETTLEMENT VALUE PER WARRANT
(OR METHOD OF DETERMINING SAME):]


 


WARRANT
PROPERTY:


 


AMOUNT
OF WARRANT PROPERTY

PURCHASABLE PER WARRANT:


 


CALL
PRICE PER WARRANT:


 


 


____________________





1
Applies to global warrant certificates.




    1


     


    

RESOLUTION
MEASURES PROVISIONS: THIS WARRANT CERTIFICATE WILL BE SUBJECT TO THE RESOLUTION MEASURES PROVISIONS PROVIDED IN THE WARRANT AGREEMENT
AND ON THE REVERSE HEREOF


 


OFFICE
SUBSTITUTION: [APPLICABLE]


 


FORM
OF PAYMENT OF

CALL PRICE:


 


FORM
OF SETTLEMENT:


 


DATES
OF EXERCISE:


 


OTHER
TERMS:


 


This Warrant
Certificate certifies that __________, or registered assigns, is the Registered Holder of the number of [Designation of Warrants]
(the “Warrants”) [specified above]2 [specified on Schedule A hereto]3. Upon receipt by
the Warrant Agent of this Warrant Certificate, the exercise notice on the reverse hereof (or an exercise notice in substantially
identical form delivered herewith) (the “Exercise Notice”), duly completed and executed, and the Call Price
per Warrant set forth above, in the form set forth above, for each Warrant to be exercised (the “Exercise Property”)
at the Warrant Agent’s Window in Jacksonville, Florida, each Warrant evidenced hereby entitles the Registered Holder hereof
to receive, subject to the terms and conditions set forth herein and in the Warrant Agreement (as defined below), from Deutsche
Bank Aktiengesellschaft (the “Bank”) the amount and form of property (the “Warrant Property”)
specified above. Warrants will not entitle the Warrantholder to any of the rights of the holders of any of the Warrant Property.


 


Reference
is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as though fully set forth in this place.


 


This Warrant
Certificate shall not be valid unless countersigned by the Warrant Agent.


 


 


 


____________________



2
                                         Applies to definitive warrant certificates.





3 Applies to global warrant certificates.



 


 


 


 




    2


     


    

IN WITNESS
WHEREOF, Deutsche Bank Aktiengesellschaft has caused this Warrant Certificate to be duly executed.


 


Dated:______________________


 


	DEUTSCHE BANK AKTIENGESELLSCHAFT

                                                                                 

                                                                                 

	By:	 
	Name:
	Title:
	 



 


 


Attest:





 


By:_________________________





Secretary


 


Countersigned as of the date
above written:


 


DEUTSCHE
BANK TRUST COMPANY

AMERICAS, as Warrant Agent


 


By:_________________________





Authorized
Officer


 




    3


     


    

[FORM OF
REVERSE OF REGISTERED CALL WARRANT CERTIFICATE]



DEUTSCHE BANK AKTIENGESELLSCHAFT





 


The Warrants
evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued by the Bank pursuant to a warrant
agreement, dated as of November 15, 2007, as supplemented by the First Amendment to the Warrant Agreement, dated as of January
1, 2015, the Second Amendment to the Warrant Agreement, dated as of January 1, 2016 and the Third Amendment to the Warrant Agreement,
dated as of July 21, 2018 (as may be amended or supplemented from time to time, the “Warrant Agreement”), between
the Bank and Deutsche Bank Trust Company Americas (the “Warrant Agent”) and are subject to the terms and provisions
contained in the Warrant Agreement, to all of which terms and provisions each Warrantholder consents by acceptance of this Warrant
Certificate or a beneficial interest therein and which Warrant Agreement is hereby incorporated by reference in and made a part
of this Warrant Certificate. Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Warrant Agreement. A copy of the Warrant Agreement is on file at the Warrant Agent’s
Office. The Warrants constitute a separate series of Warrants under the Warrant Agreement.


 


The Warrants
are unsecured contractual obligations of the Bank and will rank equally and pari passu with the Bank’s other unsecured
contractual obligations and with the Bank’s unsecured and unsubordinated debt, subject to any statutory priority regime
of the jurisdiction of the Bank’s incorporation (or, in the case of Warrants issued by the Bank through a branch, of the
jurisdiction where the branch is established) that provides certain claims will be satisfied first in a resolution or German insolvency
proceeding with respect to the Bank.


 


Subject to
the provisions hereof and the Warrant Agreement, each Warrant may be exercised during the dates of exercise set forth on the face
hereof by delivering or causing to be delivered this Warrant Certificate, the Exercise Notice, duly completed and executed, and
the Exercise Property for each such Warrant to the Warrant Agent’s Window, in Jacksonville, Florida, which is, on the date
hereof:


 


DB Services
Americas, Inc.





5022 Gate
Parkway





Jacksonville,
Florida, 32256 USA





Mailstop
JCK01-0218


 


or at such
other address as the Warrant Agent may specify from time to time.


 


Each Warrant
entitles the Warrantholder to receive, upon exercise, the Warrant Property set forth on the face hereof.


 




    4


     


    

The
terms and conditions set forth in the following paragraphs (a) – (k) shall apply to the Warrants, and by acquiring the Warrants
evidenced by this Warrant Certificate, the Registered Holder and each Beneficial Owner of the Warrants shall be bound by and shall
be deemed to consent to the imposition of any Resolution Measure by the competent resolution authority.


 


		(a)	Under
                                         the relevant resolution laws and regulations as applicable to the Bank from time to time,
                                         the Warrants evidenced by this Warrant Certificate may be subject to the powers exercised
                                         by the competent resolution authority to:



 


		(i)	write
                                         down, including write down to zero, the claims for payment of any amount or, if applicable,
                                         claims for delivery of any property in respect of the Warrants;



 


		(ii)	convert
                                         the Warrants into ordinary shares of (i) the Bank or (ii) any group entity or (iii) any
                                         bridge bank or other instruments of ownership of such entities qualifying as common equity
                                         tier one capital (and issue to or confer on the Holders (including the Beneficial Owners)
                                         such ordinary shares or instruments); and/or



 


		(iii)	apply
                                         any other resolution measure, including, but not limited to, (A) any transfer of the
                                         Warrants to another entity, (B) the amendment, modification or variation of the terms
                                         and conditions of the Warrants or (C) the cancellation of the Warrants;



 


(each,
a “Resolution Measure”).


 


For
the avoidance of doubt, any non-payment or non-delivery by the Bank arising out of any such Resolution Measure will not constitute
a failure by the Bank under the terms of this Warrant Certificate or the Warrant Agreement to make a payment or delivery owing
under the Warrants. If any Warrants provide for delivery of any property, any reference in this Warrant Certificate or the Warrant
Agreement to payment by the Bank under the Warrants shall be deemed to include the delivery of such property.


 


		(b)	By
                                         its acquisition of the Warrants evidenced by this Warrant Certificate, the Registered
                                         Holder and each Beneficial Owner of the Warrants shall be deemed irrevocably to have
                                         agreed:



 


		(i)	to
                                         be bound by, to acknowledge and to accept any Resolution Measure and any amendment, modification
                                         or variation of the terms and conditions of the Warrants to give effect to any Resolution
                                         Measure;



 




    5


     


    

		(ii)	that
                                         it will have no claim or other right against the Bank arising out of any Resolution Measure;
                                         and



 


		(iii)	that
                                         the imposition of any Resolution Measure will not constitute a default under (A) the
                                         Warrants or (B) the Warrant Agreement.



 


		(c)	The
                                         terms and conditions of this Warrant Certificate shall continue to apply in relation
                                         to the residual notional amount of, or the amount due but unpaid in respect of, the Warrants,
                                         subject to any modification of the amount payable, if any, to reflect the reduction of
                                         the notional amount or amount due but unpaid in respect of the Warrants, and any further
                                         modification of the terms that the competent resolution authority may decide in accordance
                                         with applicable laws and regulations relating to the resolution of banks, banking group
                                         companies, credit institutions and/or investment firms incorporated in the Federal Republic
                                         of Germany.



 


		(d)	No
                                         payment of any amount (or delivery of any property, if applicable) thereon (to the extent
                                         of the portion thereof affected by the imposition of a Resolution Measure) shall become
                                         due and payable after the imposition of any Resolution Measure by the competent resolution
                                         authority, unless such payment or delivery would be permitted to be made by the Bank
                                         under the laws and regulations of the Federal Republic of Germany then applicable to
                                         the Bank.



 


		(e)	By
                                         its acquisition of the Warrants evidenced by this Warrant Certificate, the Registered
                                         Holder and each Beneficial Owner of the Warrants waives, to the fullest extent permitted
                                         by applicable law, any and all claims against the Warrant Agent for, agrees not to initiate
                                         a suit against the Warrant Agent in respect of, and agrees that the Warrant Agent shall
                                         not be liable for, any action that the Warrant Agent takes, or abstains from taking,
                                         in either case in accordance with the imposition of a Resolution Measure by the competent
                                         resolution authority with respect to the Warrants.



 


		(f)	Upon
                                         the imposition of a Resolution Measure by the competent resolution authority with respect
                                         to the Warrants evidenced by this Warrant Certificate, the Bank shall provide a written
                                         notice directly to the Warrantholders in accordance with Section 6.04 of the Warrant
                                         Agreement as soon as practicable regarding such imposition of a Resolution Measure by
                                         the competent resolution authority for purposes of notifying the Warrantholders of such
                                         occurrence. The Bank shall also deliver a copy of such notice to the Warrant Agent for
                                         information purposes, and the Warrant



 




    6


     


    

Agent
shall be entitled to rely, and will not be liable for relying, on the competent resolution authority and the Resolution Measure
identified in such notice. Any delay or failure by the Bank to give notice shall not affect the validity or enforceability of
any Resolution Measure nor the effects thereof on the Warrants.


 


		(g)	If
                                         the Warrantholders have elected to exercise the Warrants, but the competent resolution
                                         authority has imposed a Resolution Measure with respect to the Warrants represented by
                                         this Warrant Certificate prior to the payment or delivery of the cash settlement amount
                                         or Warrant Property for the Warrants, the exercise notice shall be automatically rescinded
                                         and shall be of no force and effect, and no payment or delivery of the cash settlement
                                         amount or Warrant Property for the Warrants will be due and payable or deliverable.



 


		(h)	The
                                         Warrant Agreement shall impose no duties, obligations or liabilities upon the Warrant
                                         Agent whatsoever with respect to the imposition of any Resolution Measure by the competent
                                         resolution authority. The Warrant Agent shall be fully protected in acting or refraining
                                         from acting in accordance with a Resolution Measure. Notwithstanding the foregoing, if,
                                         following completion of the imposition of a Resolution Measure by the competent resolution
                                         authority, the Warrants evidenced by this Warrant Certificate remain outstanding, then
                                         the Warrant Agent’s duties under the Warrant Agreement shall remain applicable
                                         with respect to the Warrants following such completion to the extent that the Bank and
                                         the Warrant Agent agree pursuant to an amendment to the Warrant Agreement, unless the
                                         Bank and the Warrant Agent agree that an amendment to the Warrant Agreement is not necessary.



 


		(i)	By
                                         the acquisition of the Warrants evidenced by this Warrant Certificate, the Registered
                                         Holder and each Beneficial Owner of the Warrants shall be deemed irrevocably to have
                                         (i) consented to the imposition of any Resolution Measure as it may be imposed without
                                         any prior notice by the competent resolution authority of its decision to exercise such
                                         power with respect to the Warrants, (ii) authorized, directed and requested the Depositary
                                         and any direct participant in the Depositary or other intermediary through which it holds
                                         the Warrants to take any and all necessary action, if required, to implement the imposition
                                         of any Resolution Measure with respect to the Warrants as it may be imposed, without
                                         any further action or direction on the part of such Warrantholders of the Warrants or
                                         the Warrant Agent and (iii) acknowledged and accepted that the provisions contained in
                                         Article 3 of the Second Amendment to the Warrant Agreement are exhaustive on the



 




    7


     


    

matters
described in Article 3 of the Second Amendment to the Warrant Agreement to the exclusion of any other agreements, arrangements
or understandings between it and the Bank relating to the terms and conditions of the Warrants.


 


		(j)	If
                                         the competent resolution authority imposes a Resolution Measure with respect to less
                                         than the total outstanding notional amount of the Warrants, unless the Warrant Agent
                                         is otherwise instructed by the Bank or the competent resolution authority, any cancellation,
                                         write-off or conversion into equity made in respect of the Warrants pursuant to the Resolution
                                         Measure will be made on a substantially pro rata basis among the Warrants of any series.



 


		(k)	The
                                         Bank’s obligations to indemnify the Warrant Agent in accordance with Section 5.02
                                         of the Warrant Agreement shall survive the imposition of a Resolution Measure by the
                                         competent resolution authority with respect to the Warrants evidenced by this Warrant
                                         Certificate.



 


If “Office
Substitution” is applicable to the Warrants as specified on the face hereof, the Bank may, without the consent of the Warrantholders,
designate another Office of the Bank as substitute for the Office through which the Bank has acted to issue the Warrants with
the same effect as if such substitute Office had been originally named as the Office through which the Bank had acted to issue
the Warrants for all purposes under the Warrant Agreement and the Warrants.  In order to give effect to such substitution,
the Bank shall give notice of such substitution to the Warrantholders of the Warrants.  With effect from the substitution
date, such substitute Office shall, without any amendment to this Warrant Certificate or the Warrant Agreement, assume all of
the obligations of the originally-named Office as principal obligor under the Warrants. “Office” means the
Bank’s head office or one of the Bank’s branch offices.


 


The Warrant
Agreement and the terms of the Warrants are subject to amendment as provided in the Warrant Agreement.


 


This Warrant Certificate shall
be governed by, and interpreted in accordance with the laws of the State of New York, excluding choice of law provisions, except
as may otherwise be required by mandatory provisions of law.





 






    8


     


    

 


 


[Designation
of Warrants]


 


Exercise
Notice





 


DB Services Americas, Inc.





5022 Gate Parkway





Jacksonville, Florida, 32256
USA





Mailstop JCK01-0218


 


 


Attention: Reorganization Unit


 


The undersigned
(the “Registered Holder”) hereby irrevocably exercises __________ Warrants (the “Exercised Warrants”)
and delivers to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder’s name, representing
a number of Warrants at least equal to the number of Exercised Warrants, and the Exercise Property with respect thereto.


 


The Registered
Holder hereby directs the Warrant Agent (a) to deliver the Warrant Property as follows:


 


and (b) if
the number of Exercised Warrants is less than the number of Warrants represented by the enclosed Warrant Certificate, to deliver
a Warrant Certificate representing the unexercised Warrants to:


 


	 	 	 	 
	Dated:	 	 	 
	 	 	 	(Registered Holder)



 

	By:	 
	 	Authorized Signature
	 	Address:
	 	Telephone:





    9


     


    

[If Warrant
is a Global Warrant, insert this Schedule A.]


 


SCHEDULE
A


 


[Designation
of Warrants]


 


GLOBAL

WARRANT

SCHEDULE OF EXCHANGES





 


The initial
number of Warrants represented by this Global Warrant is __________. In accordance with the Warrant Agreement and the Unit Agreement
dated as of [ ] among the Bank, [ ] as Unit Agent, Deutsche Bank Trust Company Americas as Warrant Agent, [ ] as Collateral Agent,
and Law Debenture Trust Company of New York as Trustee under the Indenture referred to therein and the Holders from time to time
of the Units described therein, the following (A) exchanges of [the number of Warrants indicated below for a like number of Warrants
to be represented by a Global Warrant that has been separated from a Unit (a “Separated Warrant”)]4
[the number of Warrants that had been represented by a Global Warrant that is part of a Unit (an “Attached Unit Warrant”)
for a like number of Warrants represented by this Global Warrant]5 or (B) reductions as a result of the exercise of
the number of Warrants indicated below have been made:


 





	
 


        Date of Exchange
or Exercise 
	 	
 


        [Number
Exchanged for Separated Warrants]4 
	 	
 


        [Reduced
Number Outstanding Following Such Exchange]4 
	 	
        [Number
of Attached Unit Warrants Exchanged for Warrants represented by this Separated Warrant]5 
	 	
 


        [Increased
Number Outstanding Following Such Exchange]5 
	 	
 


        Number
of Warrants Exercised 
	 	
 


        Reduced
Number Outstanding Following Such Exercise 
	 	
 


        Notation
Made by or on Behalf of Warrant Agent 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 


 














 


 





 


____________________


4
Applies only if this Global Warrant is part of a Unit.





5
Applies only if this Global Warrant has been separated from a Unit.