WELLS FARGO & COMPANY 8-K


 


Exhibit
4.2


 


[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. 95001H6H9	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 EURO STOXX 50® Index

due January 26, 2022


 


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 January 26, 2022. 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:



 


	 	 	 



  


		●	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 EURO STOXX 50® Index.


 


The
“Pricing Date” shall mean July 19, 2019.


 


The
“Starting Level” is 3480.18, 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 2610.135, which is equal to 75% of the Starting Level.


 


The
“Participation Rate” is 120%.


 


“Index
Sponsor” shall mean STOXX Limited.


 


“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.


 






    2 


     


    

 


A
“Trading Day” means a day, as determined by the Calculation Agent, on which (i) the Index Sponsor is scheduled
to publish the level of the Index and (ii) each Related Futures or Options Exchange is scheduled to be open for trading for
its regular trading session.


 


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
“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
“Calculation Day” shall be January 19, 2022. 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 time at which the official
Closing Level of the Index is calculated and published by the relevant Index Sponsor) 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 time at which the official Closing Level of the Index is calculated
and published by the Index Sponsor.


 


“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 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.


 






    3 


     


    

 


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.


 


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.


 






    4 


     


    

 


Market
Disruption Events 


 


A
“Market Disruption Event” means any of (A), (B), (C) or (D) below, as determined by the Calculation Agent in
its sole discretion:


 


		(A)	Any
                                         of the following events occurs or exists with respect to any security included in the
                                         Index or any Successor Equity Index, and the aggregate of all securities included in
                                         the Index or Successor Equity Index with respect to which any such event occurs comprise
                                         20% or more of the level of the Index or Successor Equity Index:



 


		●	a
                                         material suspension of or limitation imposed on trading by the Relevant Stock Exchange
                                         for such security or otherwise at any time during the one-hour period that ends at the
                                         Scheduled Closing Time for the Relevant Stock Exchange for such security on that day,
                                         whether by reason of movements in price exceeding limits permitted by the Relevant Stock
                                         Exchange or otherwise;



 


		●	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,
                                         such security on its Relevant Stock Exchange at any time during the one-hour period that
                                         ends at the Scheduled Closing Time for the Relevant Stock Exchange for such security
                                         on that day; or



 


		●	the
                                         closure on any Exchange Business Day of the Relevant Stock Exchange for such security
                                         prior to its Scheduled Closing Time unless the earlier closing is announced by such Relevant
                                         Stock Exchange at least one hour prior to the earlier of (i) the actual closing time
                                         for the regular trading session on such Relevant Stock Exchange and (ii) the submission
                                         deadline for orders to be entered into the Relevant Stock Exchange system for execution
                                         at the Scheduled Closing Time for such Relevant Stock Exchange on that day.



 


		(B)	Any
                                         of the following events occurs or exists with respect to futures or options contracts
                                         relating to the Index or any Successor Equity Index:



 


		●	a
                                         material suspension of or limitation imposed on trading by any Related Futures or Options
                                         Exchange or otherwise at any time during the one-hour period that ends at the close of
                                         trading on such Related Futures or Options Exchange on that day, whether by reason of
                                         movements in price exceeding limits permitted by the Related Futures or Options Exchange
                                         or otherwise;



 


		●	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 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 such Related Futures or Options Exchange on that day; or



 






    5 


     


    

 


		●	the
                                         closure on any Exchange Business Day of any Related Futures or Options Exchange prior
                                         to its Scheduled Closing Time unless the earlier closing time is announced by such Related
                                         Futures or Options Exchange at least one hour prior to the earlier of (i) the actual
                                         closing time for the regular trading session on such Related Futures or Options Exchange
                                         and (ii) the submission deadline for orders to be entered into the Related Futures or
                                         Options Exchange system for execution at the close of trading for such Related Futures
                                         or Options Exchange on that day.



 


		(C)	The
                                         Index Sponsor fails to publish the level of the Index or any Successor Equity Index (other
                                         than as a result of the Index Sponsor having discontinued publication of the Index or
                                         Successor Equity Index and no Successor Equity Index being available).



 


		(D)	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 included in the Index or any Successor
                                         Equity Index to the level of such Index will be based on a comparison of (x) the portion
                                         of the level of such index attributable to that security to (y) the overall level of
                                         such index, in each case using the official opening weightings as published by the Index
                                         Sponsor as part of the market opening data;



 


		(2)	the
                                         “Scheduled Closing Time” of any Relevant Stock Exchange or Related
                                         Futures or Options Exchange on any Trading Day 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



 


		(3)	an
                                         “Exchange Business Day” means any Trading Day on which (i) the Index
                                         Sponsor publishes the level of the Index or any Successor Equity Index and (ii) each
                                         Related Futures or Options Exchange is open for trading during its regular trading session,
                                         notwithstanding any 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.


 






    6 


     


    

 


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 January
26, 2022. 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.


 








 


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]


 




    7 


     


    

 


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	 


 




    8 


     


    

 


[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 EURO STOXX 50® Index

due January 26, 2022


 


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


 



    9 


     


    

 


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


 



    10 


     


    

 


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.


 




    11 


     


    

 


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)


 




    12 


     


    

 


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.


 





    13