limitation, Section 13 and Section 16 of the Exchange Act). I understand that it is my responsibility to ensure compliance with such
rules in a timely manner to the extent applicable, and I will seek my own counsel with respect to whether and when such reports might
need to be filed. Upon execution of any transaction pursuant to this Plan and in no event later than the business day immediately
following each trade date, MSSB agrees to provide the terms of the transaction to me and the Issuer. MSSB will not be required to: (i)
make any of these filings on my behalf, (ii) review any Exchange Act filing made by me, or (iii) determine whether any Exchange Act
filing by me has been made on a timely basis. MSSB will not be liable to me for any misstatement, omission or defect in any of these
filings; and
5.I understand that the laws governing insider trading are fact-specific and that MSSB does not and cannot guarantee that any
transaction that is executed pursuant to this Plan will be deemed covered by the protections of the Rules.
C. Sales of Restricted Stock or Control Stock Pursuant to SEC Rule 144 (note: may not be applicable for some plans).
1.I understand that this Plan is applicable only as to securities that are freely-tradable and that are not subject to any restrictions against
purchase or sale. If I am considered an “Affiliate” within the meaning of Rule 144, then I understand that the provisions of that rule
may limit the number of Shares I can sell at any given time. In the event there is a conflict between the quantity of securities that I
have directed to be sold and any lesser amount of Shares that are permitted to be sold pursuant to Rule 144 or other securities laws
or rules, I hereby direct that the maximum limits established by such other laws or rules shall govern. In no event will MSSB effect any
sale if such sale would exceed the then-applicable limitation under Rule 144 assuming MSSB’s sales under this Plan are the only
sales subject to that limitation.
2.I agree not to take nor to cause any person or entity with which I would be required to aggregate sales of stock pursuant to Rule 144
to take, any action that would cause the sales hereunder not to meet all applicable requirements of Rule 144, including volume
limitations. I acknowledge that I may jeopardize the affirmative defense this plan is intended to provide in the event that I, or any
person or entity with which I would be required to aggregate sales, makes sales outside of the plan, which could also result in plan
sales being prevented or delayed in order to ensure compliance with Rule 144.
3.I instruct MSSB to conduct all sales pursuant to this Plan in accordance with the manner of sale under Rule 144(f) and current public
information requirements of Rule 144(c), and MSSB agrees to conduct all sales pursuant to this Plan in accordance with the manner
of sale requirements of Rule 144, and in no event shall MSSB effect any sale if, to MSSB’s knowledge, such sale would exceed the
then-applicable volume limitation under Rule 144.
4.I agree to timely provide completed and signed Rule 144 paperwork to MSSB (including, without limitation, a Seller Representation
letter dated as of the date of this Plan substantially in the form of Part IV - Exhibit B to this Plan, and, if applicable, an Initial Electronic
Signature Authentication Document, in each case prior to the Adoption Date). I acknowledge that MSSB requires this paperwork to
facilitate Rule 144 trades for my account. If required by Rule 144, MSSB hereby agrees to submit my completed Form 144 – Notice
of Proposed Sale of Securities to the SEC, subject to MSSB’s timely receipt of my Rule 144 paperwork, including my individual central
index key (CIK) and CIK confirmation code (CCC) for electronic filings with the SEC,. I understand that, if MSSB does not timely
receive my Rule 144 paperwork or the CIK and CCC codes provided to MSSB are not accurate and up to date, MSSB may not be
able to file a timely Form 144 on my behalf.
D. Implementation, Modification, Suspension and Termination.
1.Implementation of Plan.
a.MSSB will sell the Shares subject to this Plan in accordance with the terms of this Plan for my account in accordance with
the principles of best execution provided that MSSB may execute orders on a “not held” basis. MSSB considers several
factors, including price, the available liquidity pool, execution speed, transaction costs, service and opportunities for price
improvement in determining where to route customer orders for execution. A “not held” or “working order” permits MSSB to
use reasonable brokerage judgment, exercising price and time discretion, as to when to execute the order. However, MSSB
will not sell any Shares subject to this Plan at a price less than the Limit Price, if applicable.
b.MSSB may sell the Shares subject to this Plan on any national securities exchange, in the over-the-counter market, on an
automated trading system or otherwise. I agree that if MSSB or its affiliates is a market maker or dealer in such Shares at
the time that any sale is to be made under this Plan, MSSB or its affiliates may, at its sole discretion, purchase such Shares
in its capacity as market maker or dealer.
c.I agree to deliver the Shares subject to this Plan to the extent I currently own such Shares into an account at MSSB in my
name and for my benefit prior to the Selling Start Date. I understand that this Plan shall not be effective until I establish a
valid account at MSSB to hold the Shares.
2.Modification of Plan.
a.I may not modify this Plan unless:
(i) such modification is accepted in writing by MSSB;
(ii) I provide MSSB with: