0000950103-16-012353 Sample Contracts

PAYING AGENT, REGISTRAR & TRANSFER AGENT AND AUTHENTICATING AGENT AGREEMENT
Agent Agreement • April 4th, 2016 • JPMorgan Chase Financial Co. LLC • National commercial banks • New York

THIS AGREEMENT is dated as of [ ], 2016, and shall remain in effect thereafter, among JPMorgan Chase Financial Company LLC, a Delaware limited liability company (the “Issuer”), JPMorgan Chase & Co., a Delaware corporation (the “Guarantor”), Deutsche Bank Trust Company Americas, a New York banking corporation as trustee under the Note Indenture (as defined below) (the “Note Trustee”), The Bank of New York Mellon, a New York banking corporation, in each of its capacities hereunder (“BNY Mellon”) and The Bank of New York Mellon, London Branch, in each of its capacities hereunder (“BNY Mellon London” and, together with BNY Mellon, each, an “Agent” and collectively, the “Agents”).

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PAYING AGENT, REGISTRAR & TRANSFER AGENT AND AUTHENTICATING AGENT AGREEMENT
Agent Agreement • April 4th, 2016 • JPMorgan Chase Financial Co. LLC • National commercial banks • New York

THIS AGREEMENT is dated as of [ ], and shall remain in effect thereafter, among JPMorgan Chase Financial Company LLC, a Delaware limited liability company (the “Issuer”), JPMorgan Chase & Co., a Delaware corporation (the “Guarantor”), Deutsche Bank Trust Company Americas, a New York banking corporation as trustee under the Warrant Indenture (as defined below) (the “Warrant Trustee”), The Bank of New York Mellon, a New York banking corporation, in each of its capacities hereunder (“BNY Mellon”) and The Bank of New York Mellon, London Branch, in each of its capacities hereunder (“BNY Mellon London” and, together with BNY Mellon, each, an “Agent” and collectively, the “Agents”).

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