Form of Medium-Term Notes, Series K



 Exhibit 4.5 

[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. 94986RB91 
	
PRINCIPAL AMOUNT: $                   
          


 REGISTERED NO.
         
 WELLS FARGO & COMPANY 

MEDIUM-TERM NOTE, SERIES K 

Due Nine Months or More From Date of Issue 

Notes Linked to the 10-Year Constant Maturity Swap Rate due December 23, 2030 

WELLS FARGO & COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter
called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., or registered assigns, the principal sum of
                                         
                                         
               DOLLARS ($                    ) on December 23,
2030 (the “Stated Maturity Date”) and to pay interest thereon from December 23, 2015 or from the most recent Interest Payment Date to which interest has been paid or duly provided for quarterly on each
March 23, June 23, September 23 and December 23, commencing March 23, 2016 and at Maturity (each, an “Interest Payment Date”), at the rate per annum specified below until the principal hereof is
paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest next preceding such Interest Payment Date. The Regular Record Date for an Interest Payment Date shall be one Business Day prior to such Interest Payment
Date. If an Interest Payment Date is not a Business Day, interest on this Security shall be payable on the next day that is a Business Day, with the same force and effect as if made on such Interest Payment Date, and without any interest or other
payment with respect to the delay. “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. 
 Except as described below for the first Interest Period, on each Interest Payment Date, interest will
be paid for the period commencing on and including the immediately preceding Interest Payment Date and ending on and including the day immediately preceding that Interest Payment Date. This period is referred to as an “Interest
Period.” The first Interest Period will 







 
commence on and include December 23, 2015 and end on and include March 22, 2016. Interest on this Security will be computed on the basis of a
360-day year of twelve 30-day months. 
 The
interest rate on this Security that will apply (A) during the first twelve Interest Periods (up to and including the Interest Period ending December 22, 2018) will be equal to 4.50% per annum and (B) for all Interest Periods
commencing on or after December 23, 2018 will be determined by the calculation agent for this Security (the “Calculation Agent”) and will be equal to (i) the 10-Year Constant Maturity Swap Rate on the Determination Date
for such Interest Period multiplied by (ii) the Multiplier. 
 The “Determination Date” for an
Interest Period commencing on or after December 23, 2018 will be two U.S. Government Securities Business Days prior to the first day of such Interest Period. A “U.S. Government Securities Business Day” means any day except for
a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income department of its members be closed for the entire day for purposes of trading in U.S. government securities. 

“10-Year Constant Maturity Swap Rate,” or “10-Year CMS Rate,” means, for any Determination
Date, the “USD-ISDA-Swap Rate,” which will be the rate for U.S. Dollar swaps with a designated maturity of 10 years, expressed as a percentage, that appears on the Reuters Screen ISDAFIX1 Page (or any successor page thereto) as
of 11:00 a.m., New York City time, on such Determination Date. 
 If such rate does not appear on the Reuters Screen
ISDAFIX1 Page (or any successor page thereto) at such time, the Calculation Agent shall determine the 10-Year CMS Rate for the relevant Determination Date on the basis of the Mid-market Semi-annual Swap Rate quotations provided by the Reference
Banks at approximately 11:00 a.m., New York City time, on such Determination Date. The Calculation Agent will request the principal New York City office of each of the Reference Banks to provide a quotation of its rate, and 

 

	 	(i)	 if at least three quotations are provided, the rate for that Determination Date will be the arithmetic mean of the quotations, eliminating the
highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest); and 


  

	 	(ii)	 if fewer than three quotations are provided, the Calculation Agent will determine the rate in its sole discretion. 



“Reference Banks” means five leading swap dealers selected by the Calculation Agent in its sole discretion in
the New York City interbank market. 
 “Mid-market Semi-annual Swap Rate” means, on any Determination Date,
the mean of the bid and offered rates for the semi-annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for-floating U.S. Dollar interest rate swap transaction with a term equal to the applicable 10-year maturity commencing on
such Determination Date and in a Representative Amount with an acknowledged dealer of good credit in the swap market, where the floating leg, calculated on 

  
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an actual/360 day count basis, is equivalent to U.S. Dollar LIBOR with a designated maturity of three months. 

“Representative Amount” means an amount that is representative for a single transaction in the relevant
market at the relevant time as determined by the Calculation Agent in its sole discretion. 
 The
“Multiplier” is 0.975. 
 The Calculation Agent shall, upon the request of a Holder of this Security,
provide the interest rate then in effect and, if determined, the interest rate that will become effective for the next Interest Period. All calculations of the Calculation Agent, in the absence of manifest error, shall be conclusive for all purposes
and binding on the Company and the Holder hereof. The Calculation Agent shall notify the Paying Agent of each determination of the interest applicable to this Security promptly after the determination is made. Wells Fargo Securities, LLC will
initially act as Calculation Agent. The Company may appoint a successor Calculation Agent with the written consent of the Trustee. 

Any interest not punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record
Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. 

Payment of interest on this Security will be made in immediately available funds at the office or agency of the Company
maintained for that purpose in the City of Minneapolis, Minnesota 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; provided, however, that, at the option of
the Company, payment of interest may be paid by check mailed to the Person entitled thereto at such Person’s last address as it appears in the Security Register or by wire transfer to such account as may have been designated by such Person.
Payment of principal of and interest 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. Notwithstanding the
foregoing, for so long as this Security is a Global Security registered in the name of the Depositary, payments of principal and interest on this Security will be made to the Depositary by wire transfer of immediately available funds. 

This Security is not subject to redemption at the option of the Company or, except as provided in the next sentence, repayment
at the option of the Holder hereof prior to December 23, 2030. This Security may be subject to repayment if requested by an authorized representative of a beneficial owner of this Security as described on the reverse hereof. This Security is
not entitled to any sinking fund. 
  
  

  
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 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. 

  
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 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal. 
 DATED:
                             

 

					
	WELLS FARGO & COMPANY
		
	By:	 	 
		 	 
		 	Its:	 	 


 [SEAL] 
  

					
	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


  
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 [Reverse of Note] 

WELLS FARGO & COMPANY 

MEDIUM-TERM NOTE, SERIES K 

Due Nine Months or More From Date of Issue 

Notes Linked to the 10-Year Constant Maturity Swap Rate due December 23, 2030 

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 July 21, 1999, as amended or supplemented from time to time (herein called the “Indenture”), between the Company 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 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 K, of the Company, which series is limited to an aggregate principal amount or face amount, as applicable, of $25,000,000,000 or the equivalent thereof in one or more foreign or composite currencies. 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. 

Article Sixteen of the Indenture shall not apply to this Security. 

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. 

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 rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company 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 

  
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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 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. 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 and certain Events of Default, upon compliance by the Company 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. 
 Repayment upon Exercise of Survivor’s Option 

The Company has agreed to repay beneficial ownership interests in this Security, if requested by the authorized representative
of the beneficial owner of such beneficial ownership interest following the death of the beneficial owner, so long as the beneficial ownership interest in this Security was acquired by the beneficial owner at least six months prior to the request
(the “Survivor’s Option”). 
 Upon the valid exercise of the Survivor’s Option and the proper
tender of a beneficial ownership interest in this Security for repayment, the Company will repay such beneficial ownership interest in this Security, in whole or in part, at a price equal to 100% of the principal amount of the deceased beneficial
owner’s beneficial interest in this Security, plus any accrued and unpaid interest to the date of repayment. 
 To be
valid, the Survivor’s Option must be exercised by or on behalf of the Person who has authority to act on behalf of a deceased beneficial owner of this Security under the laws of the applicable jurisdiction (including, without limitation, the
personal representative of or the executor of the estate of the deceased beneficial owner or the surviving joint owner with the deceased beneficial owner). 

A beneficial owner of this Security is a Person who has the right, immediately prior to such Person’s death, to receive
the proceeds from the disposition of such beneficial owner’s interest in this Security, as well as the right to receive the principal amount of the deceased beneficial owner’s interest in this Security plus any accrued and unpaid interest
thereon. 

  
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 The death of a Person holding a beneficial ownership interest in this Security as
a joint tenant or tenant by the entirety with another Person, or as a tenant in common with the deceased holder’s spouse, will be deemed the death of a beneficial owner of that beneficial ownership interest in this Security, and the entire
principal amount of the deceased beneficial owner’s interest in this Security held in this manner will be subject to repayment by the Company upon exercise of the Survivor’s Option. However, the death of a Person holding a beneficial
ownership interest in this Security as tenant in common with a Person other than such deceased holder’s spouse will be deemed the death of a beneficial owner only with respect to such deceased Person’s interest in this Security, and only
the deceased beneficial owner’s percentage interest in that beneficial ownership interest in the principal amount of this Security will be subject to repayment. 

The death of a Person who, during his or her lifetime, was entitled to substantially all of the beneficial ownership interests
in this Security will be deemed the death of the beneficial owner of this Security for purposes of the Survivor’s Option, regardless of whether that beneficial owner was the registered holder of this Security, if the beneficial ownership
interest can be established to the satisfaction of the Paying Agent. A beneficial ownership interest will be deemed to exist in typical cases of nominee ownership, ownership under the Uniform Transfers to Minors Act or Uniform Gifts to Minors Act,
community property, or other joint ownership arrangements between a husband and wife. In addition, the beneficial ownership interest in this Security will be deemed to exist in custodial and trust arrangements where one Person has all of the
beneficial ownership interest in this Security during his or her lifetime. In the case of a joint trust, the joint tenant rules above will apply to the respective beneficial ownership interests. 

The Company has the discretionary right to limit the aggregate principal amount of this Security as to which exercises of the
Survivor’s Option will be accepted by the Company in any calendar year to an amount equal to the greater of $2,500,000 or 2.5% of the principal amount of this Security outstanding as of the end of the most recent calendar year. The Company also
has the discretionary right to limit the aggregate amount of this Security as to which exercises of the Survivor’s Option will be accepted by the Company from the authorized representative for any individual deceased beneficial owner of this
Security in any calendar year to an amount equal to $300,000. In addition, the Company will not permit the exercise of the Survivor’s Option for any portion of this Security with a principal amount of less than $1,000, and the Company will not
permit the exercise of the Survivor’s Option if such exercise will result in this Security having a principal amount that is not an integral multiple of $1,000. 

An otherwise valid election to exercise the Survivor’s Option may not be withdrawn. An election to exercise the
Survivor’s Option will be accepted in the order that it was received by the Paying Agent, except for any beneficial ownership interest in this Security the acceptance of which would contravene the limitations described above. Beneficial
ownership interests in this Security accepted for repayment through the exercise of the Survivor’s Option normally will be repaid on the first Interest Payment Date that occurs 10 or more calendar days after the date of the acceptance. Each
tendered beneficial ownership interest in this Security that is not accepted in a calendar year due to the application of the limitations described in the preceding paragraph will be deemed to be tendered in the following calendar year in the order
in which all such beneficial interests were originally tendered. If a beneficial ownership interest in this Security tendered through a valid exercise of the Survivor’s Option is not accepted, the Paying Agent will


  
 8 








 
deliver a notice by first-class mail to the registered holder, at that registered holder’s last known address as indicated in the Security Register, that states the reason that the
beneficial ownership interest in this Security has not been accepted for repayment. 
 Since this Security is a Global
Security, DTC, as depository, or its nominee will be treated as the holder of this Security and will be the only entity that can exercise the Survivor’s Option. To obtain repayment of this Security pursuant to exercise of the Survivor’s
Option, the deceased beneficial owner’s authorized representative must provide the following items to the broker or other entity through which the beneficial interest in this Security is held by the deceased beneficial owner: 

 

	 	•	 	 appropriate evidence satisfactory to the Paying Agent that: 



 

	 	(a)	 the deceased was a beneficial owner of this Security at the time of death and his or her interest in this Security was acquired by the deceased
beneficial owner at least six months prior to the request for repayment, 


  

	 	(b)	 the death of the beneficial owner has occurred and the date of death, and 



 

	 	(c)	 the representative has authority to act on behalf of the deceased beneficial owner; 



 

	 	•	 	 if the beneficial interest in this Security is held by a nominee or trustee of, or custodian for, or other Person in a similar capacity to, the
deceased beneficial owner, a certificate satisfactory to the Paying Agent from the nominee, trustee, custodian or similar Person attesting to the deceased’s beneficial ownership in this Security; 



 

	 	•	 	 a written request for repayment signed by the authorized representative of the deceased beneficial owner with the signature guaranteed by a member
firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company having an office or correspondent in the United States; 



 

	 	•	 	 if applicable, a properly executed assignment or endorsement; 



 

	 	•	 	 tax waivers and any other instruments or documents that the Paying Agent reasonably requires in order to establish the validity of the beneficial
ownership in this Security and the claimant’s entitlement to payment; and 


  

	 	•	 	 any additional information the Paying Agent requires to evidence satisfaction of any conditions to the exercise of the Survivor’s Option or to
document beneficial ownership or authority to make the election and to cause the repayment of this Security. 


 In turn,
the broker or other entity will deliver each of these items to the Paying Agent and will certify to the Paying Agent that the broker or other entity represents the deceased beneficial owner. 

  
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 The Company retains the right to limit the aggregate principal amount of this
Security as to which exercises of the Survivor’s Option will be accepted by the Company from the authorized representative for any individual deceased beneficial owner in this Security in any calendar year as described above. All other
questions regarding the eligibility or validity of any exercise of the Survivor’s Option will be determined by the Paying Agent, in its sole discretion, which determination will be final and binding on all parties. 

The broker or other entity will be responsible for disbursing payments received from the Paying Agent to the authorized
representative. Forms for the exercise of the Survivor’s Option may be obtained from the Paying Agent. 
 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 principal 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 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, bearing interest at the same rate, 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 Trustee and any agent of the Company
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 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 

  
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principal of and interest on this Security 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 principal of or the interest on this Security, 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, 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. 

  
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 ABBREVIATIONS 

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

					
	 TEN COM
	 	  -- 
	 	 as tenants in common

			
	 TEN ENT
	 	  -- 
	 	 as tenants by the entireties

			
	 JT TEN
	 	  -- 
	 	 as joint tenants with right

of survivorship and not
 as
tenants in common


  

									
	 UNIF GIFT MIN ACT
	 	  -- 
	 	 	 	 Custodian
	 	 
		 		 	(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)


  
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 the within Security of WELLS FARGO & COMPANY 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. 

  
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