Form of Assignment To Be Executed. If Holder Desires To Transfer Warrants Evidenced Hereby) FOR VALUE RECEIVED ______________________________________ hereby sells, assigns and transfers unto _________________________________ _________________________________ (Please print name) (Please insert social security or other identifying number) _________________________________ (Address) _________________________________ (City, including zip code) the Warrants represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint _________________________ Attorney, to transfer said Warrant Certificate on the books of the Warrant Agent with full power of substitution in the premises. Dated: _________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Warrant Certificate and must bear a signature guarantee by a bank, trust company or member broker of the New York or Chicago Stock Exchange) Signature Guaranteed CERTIFICATION* AS TO NON-U.S. OWNERSHIP [To be completed if Securities in bearer form are requested] [Form of certificate to be given by person requesting delivery of bearer Warrant Security upon exercise of Warrant] ▇▇▇▇▇ FARGO & COMPANY [Title of Warrant Securities] Issuable Upon Exercise of Warrants ("Warrant Securities") To: ▇▇▇▇▇ Fargo & Company [Name of Warrant Agent], or Warrant Agent This certificate is submitted in connection with the exercise of the Warrant Certificate relating to the Warrant Securities, by delivery to you of the Election to Purchase dated as of ______________. The undersigned hereby certifies that as of the date hereof, the Warrant Securities which are to be delivered to the undersigned in bearer form upon the exercise by the undersigned of such Warrant Certificate (i) are owned by persons that are not United States Persons, as defined below; (ii) are owned by United States Persons that are (a) foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165.12(c)(1)(v)) ("financial institutions") purchasing for their own account or for resale, or (b) United States Persons who acquired the obligations through foreign branches of United States financial institutions and who hold the obligations through such financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution provides a certificate in the form that follows this certificate); or (iii) are owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), which United States or foreign institutions described in clause (iii) above (whether or not also described in clause (i) or (ii)) certify that they have not acquired the obligations for purposes of resale directly or indirectly to a United States Person or to a person within the United States or its possessions. The undersigned undertakes to advise you by tested telex followed by written confirmation if the statement in the immediately preceding sentence is not correct on the date of delivery of the above-captioned Securities in bearer form. We understand that this certificate is required in connection with United States tax laws. We irrevocably authorize you to produce this certificate or a copy hereof to any
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Form of Assignment To Be Executed. If Holder Desires To Transfer Warrants Evidenced Hereby) ] FOR VALUE RECEIVED RECEIVED_________________________________________________ hereby sells, assigns and transfers unto ___________________________ _______ ______________________________________ (Please print name) (Please insert social security or other identifying number) _________________________________ (Address) _________________________________ (City, including zip code) the Warrants represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint _________________________ Attorney, to transfer said Warrant Certificate on the books of the Warrant Agent with full power of substitution in the premises. Dated: ____________________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Warrant Certificate and must bear a signature guarantee by a bank, trust company or member broker of the New York York, Midwest or Chicago Pacific Stock Exchange) Signature Guaranteed CERTIFICATION* AS TO NON-U.S. OWNERSHIP [To be completed if Securities in bearer form are requested] [Form of certificate to be given by person requesting delivery of bearer Warrant Security upon exercise of Warrant] ▇▇▇▇▇ FARGO & COMPANY STAR BANC CORPORATION [Title of Warrant Securities] Issuable Upon Exercise of Warrants ("Warrant Securities") To: ▇▇▇▇▇ Fargo & Company Star Banc Corporation [Name of Warrant Agent], or Warrant Agent This certificate is submitted in connection with the exercise of the Warrant Certificate relating to the Warrant Securities, by delivery to you of the Election to Purchase dated as of of_______________. The undersigned hereby certifies that as of the date hereof, the Warrant Securities which are to be delivered to the undersigned in bearer form upon the exercise by the undersigned of such Warrant Certificate (i) are owned by persons that are not United States Persons, as defined below; (ii) are owned by United States Persons that are (a) foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165.12(c)(1)(v)) ("financial institutions") purchasing for their own account or for resale, or (b) United States Persons who acquired the obligations through foreign branches of United States financial institutions and who hold the obligations through such financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution provides a certificate in the form that follows this certificate); or (iii) are owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), which United States or foreign institutions described in clause (iii) above (whether or not also described in clause (i) or (ii)) certify that they have not acquired the obligations for purposes of resale directly or indirectly to a United States Person or to a person within the United States or its possessions. The undersigned undertakes to advise you by tested telex followed by written confirmation if the statement in the immediately preceding sentence is not correct on the date of delivery of the above-captioned Securities in bearer form. We understand that this certificate is required in connection with United States tax laws. We irrevocably authorize you to produce this certificate or a copy hereof to anyundertakes
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