Terms and Conditions for

Morgan Stanley StockPlan Connect and Solium Shareworks

Version May 2020

Please read these Terms and Conditions carefully. When you click to accept, you will be confirming you have reviewed, understood, and consented to these terms.

The following Terms and Conditions govern your use of the Morgan Stanley StockPlan Connect and Solium Shareworks websites and the applicable Services provided via such websites. Such websites and Services are provided by Morgan Stanley Smith Barney LLC, Solium Capital ULC and their affiliates in relation to Services provided to your current and/or former employer ("Company") with respect to its Equity Plan Securities (as defined below in Section 9) and equity plan participants, as applicable (collectively, the "Platform").

These Terms and Conditions include, among other things:

The terms of an arbitration agreement, which provides that disputes may be resolved by binding arbitration rather than by going to court, as set forth Part A to the Terms and Conditions: Arbitration Agreement.

You may print or download a copy of these Terms and Conditions and this agreement will also be available for your review either via a link at the bottom of the StockPlan Connect homepage, which can be found here or via a link on the Shareworks user log-in page, which can be found here.

As referenced in these Terms and Conditions, the "Services" include the provision of:

Internet-based management of corporate capitalization data as well as management, administration and execution of Equity Plan Securities of your Company and the sale of securities through a software application or on a mobile device that was made available by or on behalf of us; and
Morgan Stanley at Work, which is a broad set of employee benefit solutions, services and offerings made available by us and designed to help employees realize the full value of their workplace benefits, better understand their equity awards and drive better outcomes in the context of their overall financial goals, including, but not limited to, share plan and support services, financial education and wellness, Access Direct Accounts or other brokerage accounts, digital solutions and resources and wealth management services.

This Platform is not intended to provide personalized investment advice or legal, accounting or tax advice to you and may not be relied upon in that regard.

Table of Contents

Part A to the Terms and Conditions: Arbitration Agreement

1. Parties. As used in these Terms and Conditions, the term "you" and "your" shall mean you, as an authorized user of the Platform. All references to "we", "us" or "our" shall refer to, as applicable, Morgan Stanley Smith Barney LLC, a U.S. registered broker-dealer, Solium Capital ULC, and/or its affiliates. The Platform is not intended to be provided to and may not be used by any party in any jurisdiction where the provision or use thereof is contrary to applicable laws, rules or regulations ("Applicable Law").

2. Usage and Proprietary Rights.

You are granted a personal, limited, non-exclusive, revocable, non-transferable and non-sublicenseable license to use the Platform. This Platform is for your personal use only and its contents are protected by applicable copyright, trademark, patent and other intellectual property laws and other Applicable Law. You have no ownership right in the Services or the Platform and you receive no copyright or any other intellectual property right in or to the Platform or to the Services. You may not copy, distribute, modify, port or frame-in the Platform, including any text, graphics, video, audio, software code, user interface design or logos. You agree that we may provide certain portions of the Services under license from third parties, and you agree to comply with any additional restrictions on your usage that we may communicate to you from time to time, or that are otherwise the subject of an agreement between you and such licensors and content providers.
Furthermore, because all servers have limited capacity and may be used by many people, you agree to not use the Platform in any manner that could damage or overburden any of our server(s). You also agree not to use the Platform in any manner that would interfere with any other party's use of the Platform.
You may not use this Platform to exercise your options, or sell shares of Company stock resulting from each such exercise, or sell shares of vested restricted stock if you are: a permanent resident of any non-U.S. jurisdiction listed in the U.S. Treasury's OFAC website at www.treasury.gov; a ten percent shareholder of the Company's stock; a director or an "executive officer" of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder; or an "affiliate" of the Company for purposes of Rule 144 of the Securities and Exchange Commission.

3. Technical Requirements. You must maintain the ability to receive e-mail and other communications from us, access the Platform and, where you have consented to electronic delivery under the Consent to Electronic Delivery for the Stock Plan Websites, receive and access the documents sent to you via such service. There are minimum computer (or other electronic device) hardware and software requirements necessary, including, but not limited to, an internet connection, up-to-date internet browsing software, and an up-to-date version of a program that reads and displays PDF files (such as Adobe Acrobat Reader).

4. Platform Content and Responsibility. All content on the Platform is presented only as of the date published or indicated and may be superseded by subsequent market events or for other reasons. You are responsible for setting the cache settings on your browser to ensure you are receiving the most recent data. Furthermore, we are not responsible for the timeliness, sequence, accuracy, completeness or discontinuation of stock market data obtained from market data providers or for any viruses or codes that may disrupt your use of this Platform or damage your hardware or software as a result of using this Platform (each a "Malfunction"), except to the extent that we have actual knowledge of such Malfunction and the cause, correction and removal of such Malfunction is within our reasonable control and we have failed to correct or remove such Malfunction from the Platform within a reasonable time. We are not responsible for any price or other investment assumptions you may make when using any calculator or modelling tool type of features on the Platform, and there can be no assurance that any assumptions you make can actually be achieved.

5. Amendments to Terms and Conditions. Your use of the Platform is governed by the version of the Terms and Conditions in effect on each date the Platform is accessed by you. We may amend these Terms and Conditions, as well as any applicable fees and service charges, from time to time by notice to you, including by posting notice to the Platform or providing notice through an applicable mobile application by which you access the Services. Continuing to access or use our Platform will constitute your acceptance and agreement to such updated Terms and Conditions.

6. Suspension or Termination of Access We reserve the right to suspend or terminate your access to the Platform or any portion of it in our sole discretion, without prior notice at any time, and for any reason whatsoever, including, but not limited to, unauthorized use of your account access information, breach of these Terms and Conditions, or discontinuance of the Service or any portion thereof. This termination of access to the Platform is in addition to, and not in lieu of, any rights we set forth in Section 13 herein.

7. Request for Trusted Contact Information and Authorization. In certain regions, you may provide the name and contact information for a trusted contact person(s) ("Trusted Contact") for your account(s). A Trusted Contact must be an individual over the age of 18 years. While not required, if you would like to add one or more Trusted Contacts to your account(s), please contact us at the information provided in Section 29 herein.

If you choose to provide us with one or more Trusted Contacts, you are authorizing us, in our discretion, to contact your Trusted Contact(s) and disclose information about you and/or your account(s) in order to address possible financial exploitation, confirm the specifics of your current contact information, health status, and/or the identity of any legal guardian, executor, trustee or holder of a power of attorney or as otherwise permitted by the rules of the Financial Industry Regulatory Authority. You may remove and/or change any or all of your Trusted Contacts at any time by providing us with written and signed notice of such changes.

Your Trusted Contact(s) will have no trading authority or power of attorney over your account(s) and will not be authorized to make any decisions on your behalf regarding your account(s).

8. U.S. Tax Form Authorization. You authorize us to apply your U.S. tax form to your other accounts with us where applicable. You understand you can change this authorization by contacting us at the information provided in Section 29 herein.

9. Services-Related Transaction Authorization. You unconditionally and irrevocably authorize us to rely and act on any instruction given to us from time to time by yourself or your Company, as applicable, in relation to the Services ("Instructions") and to do any and all acts as we consider necessary or advisable to effect such Instructions. Furthermore, you acknowledge and agree that we are authorized to act on your Instructions to: (a) communicate your Instructions to the Company, which shall have the same legal effect as if you had delivered in good form to the Company a stock option exercise notice and payment form or other required notice and, by placing an exercise order through such Instructions, you acknowledge and agree you are irrevocably choosing to exercise your options and you are directing your Company to deliver the necessary shares to us to be delivered into your account; (b) accept delivery for your account from the Company the securities underlying or related to the transaction (the "Equity Plan Securities"); (c) deliver payment or securities to the Company in an amount to cover the aggregate exercise cost, fees and any required withholding taxes provided that you will deliver to us any cash or securities required to complete the transaction, and provided further that we may deduct such costs, fees and taxes from the proceeds of any transaction; and (d) if included in your Instructions, sell the Equity Plan Securities as your agent. You understand and agree we (i) are not responsible for any payment associated with the stock option exercise, (ii) cannot guarantee payment or distribution of payment for the stock option exercise transaction, (iii) cannot be held responsible for a transaction that is cancelled or void due to stock delivery failure, blackout periods or instructions from the Company that the transaction will not be completed; (iv) may not process your request immediately upon receipt of your Instructions and Company share prices may fluctuate. You agree and understand that your Instructions are irrevocable and your Instructions shall constitute authorization for us, acting upon your Instructions, to exercise or sell Equity Plan Securities or simultaneously purchase and sell the Equity Plan Securities. We are authorized to provide the Company with information on exercise, sale and sale price in relation to these transactions. We are also authorized to rely, without further investigation, on these Terms and Conditions as conclusive evidence of your irrevocable election to exercise stock options in accordance with and subject to the terms, provisions, and conditions of the Company's equity plan, to all of which you hereby expressly consent.

Without limiting the foregoing, you understand, acknowledge and agree that Morgan Stanley's broker-dealer subsidiaries, their clearing firms (as applicable) and their respective routing counterparties (collectively, the "Execution Venues"), in routing and/or executing any orders you submit to us through the Platform or in connection with the Services, may treat such orders as "not held" and thus exercise both time and price discretion. You hereby authorize the Execution Venues to treat your orders as "not held" and exercise time and price discretion with respect to such orders.

10. Erroneous Transaction Payments. If you have received payment of funds or securities to which you were not entitled or to which you are subsequently not entitled ("erroneous payment"), you agree to notify us as soon as you learn of such erroneous payment and you further agree not to remove any such erroneous payment from your account, and to return the entire erroneous payment to us. You agree that you are required to return the full amount of the erroneous payment to us, notwithstanding any oral representations to the contrary made by any of our personnel.

If you fail to return the erroneous payment, we shall have the right to remove an amount equal to the erroneous payment from your account and to liquidate, at our sole discretion, any of your assets held by us to satisfy your obligations to return any such erroneous payment. If we cannot remove the erroneous payment from your account and you fail to return the full amount of the erroneous payment, you will be liable to us not only for the amount of the erroneous payment but also for any interest and expenses, including reasonable attorneys' fees associated with the recovery of the erroneous payment.

11. Foreign Currency Conversions. In facilitating the payment of proceeds from your account, when a transaction settles in a currency other than the target receiving currency (as requested by you), a foreign exchange conversion needs to take place. Acting as principal, we will facilitate the conversion of the settlement currency to the target receiving currency. To mitigate the inherent risks in acting as principal in the conversion of currencies, we reserve the right to earn revenue on this currency conversion. Additionally, we retain the right to earn revenue on the currency conversion due to administrative efficiencies, access to wholesale foreign exchange markets, and bulk trading capabilities.

12. Termination of Employment; Issuer Termination of Services. You agree that in the event your employment with your Company is terminated or if your Company terminates our services, we shall have the right to charge you any reasonable account and services fees to maintain your account. If you fail to make payment for such account and services fees, we shall have the right to assess such payment from any assets you may have in your account in accordance with Section 13 herein. Further, you authorize us to and you agree that we may, in our discretion, transfer any Equity Plan Securities you hold in your account to your Company's transfer agent or registrar. You also authorize us to and you agree that we may, in our discretion, transfer any Equity Plan Securities to another service provider upon your Company's Instructions to us, and such Instructions may include, but are not limited to, the number of shares to transfer, the name of the receiving firm and the account title, account number and DTC# at the receiving firm. In connection with the foregoing transfers of Equity Plan Securities, you authorize us to any liquidate fractional shares and mail you a check for the proceeds to the extent that such fractional shares cannot be transferred.

13. Restrictions, Account Termination, Costs and Debt You May Incur.

You agree that, as security for the payment of any amounts you owe to us or our affiliates in connection with the transactions in or services related to Equity Plan Securities or otherwise, you grant to us a first priority continuing security interest in and lien on, and a right of setoff with respect to, all property that is, now or in the future, held, carried or maintained for any purpose in or through your account(s). You agree that we may elect, at any time, with or without notice, to make any debit balance or other obligation related to your account immediately due and payable.
You further agree that we may at our discretion hold such property until your debts or obligations to us or our affiliates are fully satisfied, or we may sell, assign or deliver all or any part of the securities and other property held in your account and may apply the proceeds of its liquidation toward the satisfaction of your debts and obligations. You agree to be responsible for all costs and commissions related to such liquidations. In enforcing our security interest, you agree that we have the discretion to determine which property is to be sold and the order in which it is to be sold. In addition, you agree that we shall be entitled to apply any dividends, capital gains payments, interest payments or other incoming funds to cover fees or other indebtedness to us or our affiliates.
You agree that we may also in our sole discretion and without notice to you, to the extent permissible under Applicable Law and any other governing documents applicable to your account, terminate or otherwise restrict any or all services rendered under your account, or close your account, at any time and for any reason, including the termination of access to this Platform.
Upon the closing of or the placing of any restriction on your account (whether at your instruction or at our discretion), you shall bear the sole liability for any depreciation in the value of priced securities in the account due to market movement. Following closing of your account, you agree to instruct us with respect to the disposition of assets remaining in your account. If, after a reasonable period of time we have not received your instructions regarding the disposition of the assets remaining in your account, you agree that we may, but are not obligated to, liquidate the assets remaining in your account (regardless of current market conditions) and either mail a check to you at the last known address we have on record for you or transfer the funds to the bank account we have on record for you. The proceeds of any liquidated assets will not earn interest.
These actions may cause you to recognize taxable income or to report losses for tax purposes. You acknowledge that you and not we, are responsible for any losses, fees, costs or charges you may incur as a result of the liquidation of the assets remaining in your account under such circumstances.
If, after your account has been closed, we receive any dividends, interest or other payments with respect to assets previously held in your account, you agree that we may liquidate any such securities and payments so received and either mail a check to you at the last known address we have on record or transfer the funds to the bank account we have on record for you. These terms and conditions will continue to govern matters relating to your account that arose before your account was closed or that may arise after the closing of your account.

14. USA Patriot Act Notice (The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub 1. No 105-56 (2001)). To help the government fight the funding of terrorism and money laundering activities, federal law requires all U.S. financial institutions to obtain, verify, and record information that identifies each individual or legal entity that opens an account or establishes a customer relationship with us. Federal law also requires all U.S. financial institutions to obtain, verify, and record information that identifies the beneficial owners of a legal entity that opens an account or establishes a customer relationship. We will ask for your name, address, date of birth (as applicable) and other identification information. In addition, if you enter into a new customer relationship with us on behalf of a legal entity, we will ask for the names, addresses, dates of birth and other identification information of the beneficial owners of the legal entity. This information will be used to verify your identity and, in the case of a legal entity customer, the identity of the beneficial owners. As appropriate, we may, in our discretion, ask for additional documentation or information. If all required documentation or information is not provided, we may be unable to open an account or establish a relationship with you.

15. Politically Exposed Person ("PEP"). If you, or any other owner, trustee, or authorized person on your account(s) is, or has been a PEP¹, or is a corporation, business, or entity that is closely aligned with a PEP such that is it subject to due diligence as PEP Entity², you confirm that you have disclosed or will disclose this fact to us and have provided the necessary information by law to open and/or service your account(s). You also agree that if you, or, any other account owner, or authorized person on your account(s), is, has been, or becomes a Sanctioned Person³, you will immediately notify us. Furthermore, you agree that you will not use your account(s), or permit your accounts to be used, for any transactions: (i) with, involving or for the benefit of, any Sanctioned Person (excluding legally permissible transactions in debt or equity issued by an entity designated on OFAC's Sectoral Sanctions Identifications List); or (ii) in any other manner that would cause either you or us to violate any Sanctions⁴. (Please refer to the end of these Terms for further information on the referenced terms in this Section 15.)

16. DISCLAIMER OF WARRANTIES. THE INFORMATION PROVIDED VIA THE SERVICES ARE PROVIDED BY US "AS IS" and "AS AVAILABLE," AND NEITHER WE NOR ANY THIRD PARTY THAT CONTRIBUTES IN ANY MANNER TO THE SERVICES MAKES ANY REPRESENTATION OR WARRANTY WHATSOEVER, INCLUDING WARRANTIES (A) WITH RESPECT TO THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE SERVICES; OR (B) THAT THE SERVICES SHALL BE UNINTERRUPTED OR ERROR FREE. WE PROVIDE NO GUARANTEE AGAINST THE POSSIBILITY OF DELETION, MIS-DELIVERY OR FAILURE TO STORE PERSONALIZED SETTINGS OR OTHER DATA. FURTHER, WE AND ANY THIRD PARTY THAT CONTRIBUTES IN ANY MANNER TO THE SERVICES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE SERVICES. ANY HYPERLINK TO ANOTHER SITE IS NOT AND DOES NOT IMPLY AN ENDORSEMENT, INVESTIGATION, VERIFICATION OR MONITORING BY US OF ANY INFORMATION ON THAT SITE.

17. Your Indemnification Obligations: You agree to indemnify us against and hold us harmless from any claims, losses, causes of action, damages or expenses (including legal fees) arising from or as a result of: (a) us following Instructions (as defined in Section 9 herein); (b) your violation of these Terms and Conditions or state or federal securities laws or regulations; or (c) for an unauthorized use of this Platform. You shall cooperate with us as fully as reasonably required in the defence of any third party claim subject to these indemnity provisions. We reserve the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you. You shall not in any event settle such a matter without our prior written consent. These indemnity obligations will survive the termination of these Terms and Conditions and are in addition to any other indemnification obligations provided in any applicable agreement you have entered into with us.

18. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE OR OUR AFFILIATES, SUBSIDIARIES OR CONTROLLING ENTITIES OR THEIR THIRD PARTY VENDORS, CONTRACTORS, TECHNOLOGY OR CONTENT PROVIDERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, OWNERS, AGENTS AND EMPLOYEES (COLLECTIVELY, THE "MORGAN STANLEY PARTIES") HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON FOR ANY COSTS, LIABILITIES OR DAMAGES OF ANY KIND, WHETHER CONSEQUENTIAL OR PUNITIVE (TOGETHER, "COSTS"), ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR THE PERFORMANCE OR BREACH OF THIS AGREEMENT, OR YOUR OR ANY OTHER PERSON'S USE OF, OR INABILITY TO USE, THE PLATFORM OR SERVICES. THESE LIMITATIONS SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON STATUTE OR ARISING IN CONTRACT, INDEMNITY (OTHER THAN AS PROVIDED FOR IN SECTION 17), WARRANTY, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), AND REGARDLESS OF WHETHER ANY MORGAN STANLEY PARTY KNOWS OR HAS REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT AND WITHOUT LIMITING THE FOREGOING, THE MAXIMUM AGGREGATE LIABILITY OF THE MORGAN STANLEY PARTIES UNDER THIS AGREEMENT AND WITH RESPECT TO THE PLATFORM AND SERVICES SHALL NOT EXCEED THE AMOUNT EARNED (INCLUDING ANY MARK-UP), IF ANY, BY US FROM YOU IN CONNECTION WITH THE SPECIFIC EVENT GIVING RISE TO YOUR LOSS OR DAMAGES, UNLESS CAUSED DIRECTLY BY THE MORGAN STANLEY PARTIES' GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. YOU AGREE THAT WE ARE NOT LIABLE FOR LOSS CAUSED DIRECTLY OR INDIRECTLY BY GOVERNMENT RESTRICTIONS, EXCHANGE OR MARKET RULINGS, GENERAL MARKET VOLATILITY,SUSPENSION OF TRADING, INTERRUPTIONS OF COMMUNICATIONS OR DATA PROCESSING, WAR, TERRORIST ACTS, STRIKES, ACTS OF GOD OR OTHER CONDITIONS BEYOND OUR CONTROL. THIS LIMITATION OF LIABILITY IS IN ADDITION TO ANY OTHER LIMITATION PROVIDED IN ANY APPLICABLE SUPPLEMENTAL AGREEMENT OR ACCOUNT AGREEMENT (AS BOTH TERMS ARE DEFINED HEREIN).

19. Access, Passwords and Security. You are solely responsible for maintaining the confidentiality of any user identifications, passwords, authentication codes (including voice PINs) or other security devices or procedures (collectively, "Passwords") issued to you or that you select with respect to the Platform. You should not share or disclose your Passwords with any third party, and you assume all risks associated with, and bear sole responsibility for any damages resulting from, such sharing or disclosure by you. You agree not to alter, delete, disable or otherwise circumvent any Password or permit or assist any other party to do so in a manner not authorized by us. If you inform us or if we have reason to believe that the security of your Passwords may be or has been compromised, we reserve the right to suspend or terminate your access to the Platform. In addition to the foregoing, we may change (or require you to change) your Passwords at any time. You agree that, in setting any password, you will provide a complex, hard-to-guess password compliant with our password requirements. You understand that we are not liable for any loss, damage or data exposure that results from your use of a weak or easily guessed password. Unless otherwise required by Applicable Law, you are responsible for all transmissions, instructions, information, processes, or other communications attributable to your Passwords, whether entered by your authorized personnel or by any other person, and any agreement or consent communicated from such access shall be deemed to be a duly signed writing of yours sufficient to bind you. You agree to notify us immediately if you become aware of any loss, theft, or authorized access to or use of your Passwords.

20. Authentication Procedures. Collection and use of information about you for authentication procedures are part of the log on process for users registered to use the Platform. The process is intended to assess the authenticity of a request by registered users to access, transact business through, or otherwise use the Platform. A combination of multiple authentication elements about you such as your individual and user information, transactional data, session surveillance, and IP information, may be collected and used by us in a manner that will generally be transparent to you during your sessions on the Platform. If the authentication elements do not meet our satisfaction at any time as determined by us in our sole discretion, you may be required to pass through additional authentication assessments such as supplying specific answers to challenge questions or other procedures. If you fail the additional authentication assessments, we have the right to not act upon a transaction or issue any payment following a transaction. We will collect and use information from or about you for such assessments, procedures and other administrative and business reasons as we may determine from time to time.

21. Privacy, Cookies and Use of Information.

We may process your information, including personal information, as part of and/or in connection with your access and/or use of the Platform and/or the Services. This includes using cookies and similar technology to collect information about your use of our web site and your preferences.

To find out more information on how we process your personal information, see our Shareworks by Morgan Stanley Privacy Policy.

22. Non-U.S. Residents/International Users. The Services do not constitute (and should not be interpreted to constitute) the offering, selling, or conducting of business with respect to such Services in certain jurisdictions outside the United States where we are not registered.

Except as set forth below, the Services are made available to you because your Company has engaged us to provide them, and they are made available to you on an unsolicited basis. We do not offer this Platform or the Services to individuals directly and outside the context of Morgan Stanley StockPlan Connect or Solium Shareworks, as applicable.

Where the Services are provided by Solium Capital UK Limited, you acknowledge that the Services are provided to your Company as your agent. These Terms and Conditions are in addition to any regulatory obligations of Solium Capital UK Limited and do not supersede or modify any such obligations.

23. Notice. Any notices or other communications required or permitted to be given or delivered under these Terms and Conditions by us to you may be provided through the Platform, by e-mail, or in writing to your address we have on file. Any notices or other communications required or permitted to be given or delivered under these Terms and Conditions by you to us shall be provided in writing to us via mail addressed to: Morgan Stanley, P.O. Box 182616, Columbus, OH 43218-2616, Attn: Workplace Solutions Group â€“ Stock Plan Operations, with a copy to: Morgan Stanley Smith Barney LLC, 2000 Westchester Avenue, Purchase, NY 10577, Attn: Wealth Management Legal and Compliance Division. Notices shall be effective upon receipt.

24. Third Party Beneficiaries We require permission from each of the national securities exchanges and the national securities association for the over-the-counter securities markets ("Securities Markets") to make available to you market data relating to securities ("Affected Securities") that are listed on such Securities Markets. In this context, market data includes last sale prices and bid and asked quotations. In connection with obtaining such permission, you understand and agree that these Terms and Conditions confer third-party beneficiary status on each of the Securities Markets that make available market data relating to Affected Securities. In authorizing us to take any action, or to receive any communication, these Terms and Conditions authorize us to act on our own behalf and on behalf of the Securities Markets. Each Securities Market may enforce these Terms and Conditions as to market data that it makes available, by legal proceedings or otherwise, against you or any person that obtains and uses market data improperly, unlawfully, or in any other way that these Terms and Conditions do not permit. No act or omission on the part of us and no other defence that might defeat recovery by us against you shall affect the rights of the Securities Markets as third-party beneficiaries under these Terms and Conditions.

25. Third Party Power of Attorney. In the event we are presented with a general or limited power of attorney granted by you to a third-party that gives the attorney-in-fact the power to act with respect to your stock plan account(s), we may accord the attorney-in-fact the same rights and privileges that would be accorded to you if we reasonably believe that the power of attorney is legally sufficient. We reserve the right to request additional information from you or the attorney-in-fact to evaluate its effectiveness.

26. Assignment. You agree not to assign your rights under these Terms and Conditions to any person or entity without our prior written consent. These Terms and Conditions are binding upon your successors, heirs and assigns, and may be modified only by us. We may assign or delegate any or all of our rights or obligations under these Terms and Conditions to a company affiliated with, or a successor to, us or to any assignee to which we determine to assign all or part of our business relating to services of this kind.

27. Relation to Other Agreements with Us. In addition to these Terms and Conditions, you agree to be bound by and comply with such other written requirements as we may furnish to you in connection with the Services or products which may be accessed via the Platform, including but not limited to, any account agreements or financial services disclosures. You may be asked to execute or agree to supplementary agreements, in paper or electronic form, before you are permitted to access or use the Services, including certain features or functionality of the Morgan Stanley at Work services (each, a "Supplemental Agreement"). You may also be asked to execute one or more account agreements, including with respect to certain Morgan Stanley Wealth Management accounts (each, an "Account Agreement"). These Terms and Conditions are in addition to any Supplemental Agreement or Account Agreement and are not intended to supersede or modify any such agreements. In the event of any conflict between the terms of these Terms and Conditions and any Supplemental Agreement or any Account Agreement, the applicable Supplemental Agreement or Account Agreement will be given preference with respect to the applicable services described therein

28. Miscellaneous. If for any reason a court of competent jurisdiction finds any provision of these Terms and Conditions, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of these Terms and Conditions, and the remainder of the Terms and Conditions shall continue in full force and effect. The rights and remedies of the parties hereunder are cumulative and are in addition to, and not in lieu of, all rights and remedies available at law and in equity.

29. Contacting Us For general questions, please call the Morgan Stanley service teams at Toll free: +1 866-722-7310 or Toll: +1 801-617-7435. For additional contact information, visit the Support pages on StockPlan Connect.

30. Governing Law. To the maximum extent permitted by Applicable Law, these Terms and Conditions shall be governed by and construed in accordance with the law of the State of New York.

NOTE THAT PART A TO THE TERMS AND CONDITIONS: ARBITRATION AGREEMENT FOLLOWS; PLEASE REVIEW CAREFULLY.

A "Politically Exposed Person" or PEP is a current or former prominent public figure, or a known close associate to a prominent public figure. A prominent public figure is a natural person currently or formerly entrusted with a senior public role or function (e.g., a senior official in the executive, legislative, military, administrative or judicial branches of government or a member of a royal ruling family). It also may include a senior official of a major political party or senior executive of a government-owned corporation. Immediate family members include the spouse/partner, parent, grandparent, sibling, child, step-child, or in-law of the prominent public figure. Known close associates include those individuals that are widely and publicly known to maintain a close relationship to the prominent public figure and can include anyone in any capacity, such as distant relatives, advisors, employees and business representatives/agents.
A "PEP Entity" is any corporation, business or other entity that (a) has a prominent public figure that is a beneficial owner; or (b) a key controller who is a prominent public figure (i.e., prominent public figure that exercises actual or effective control over the entity).
"Sanctioned Person" means, at any time, (a) any government, entity, organization or individual (each a "Person") that is the target of any Sanctions, including Persons listed in any Sanctions-related list of designated sanctions targets maintained or administered by any of the above-mentioned sanctions authorities, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person
"Sanctions" means economic or financial sanctions or restrictive measures or trade embargoes imposed, administered or enforced from time to time by any of the following sanctions authorities: the U.S. government (including without limitation the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury and the U.S. Department of State), the United Nations Security Council, and the European Union or any EU member state (including without limitation the Office of Financial Sanctions Implementation (OFSI) of Her Majesty's Treasury of the United Kingdom).

PART A to the Terms and Conditions:

Arbitration Agreement

PLEASE READ THIS ARBITRATION AGREEMENT CAREFULLY

When you click "Accept & Register," you are agreeing to this pre-dispute arbitration agreement ("Arbitration Agreement") in connection with the Terms and Conditions for Morgan Stanley StockPlan Connect and Solium Shareworks ("Terms and Conditions") and, if applicable, the Consent to Electronic Delivery for Morgan Stanley StockPlan and Solium Shareworks ("eDelivery Consent" and together with the Terms and Conditions, the "Covered Agreements").

1. Consent to Arbitration.You agree as follows:

The parties to the Covered Agreements are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed;

Arbitration awards are generally final and binding and a party's ability to have a court reverse or modify an arbitration award is very limited;

The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings;

The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date;

The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry;

The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court; and

The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into the Covered Agreements

If you are a non-resident of the U.S., you agree to arbitrate disputes as described herein and expressly reject the jurisdiction of your home country courts and the applicability of your home country laws.

You agree that all claims, controversies, or disputes, whether such claims, controversies or disputes arose prior, on or subsequent to the date of acceptance of the applicable Covered Agreement, between you and us and/or any of our present or former officers, directors, or employees concerning or arising from or asserted by you (including as a private attorney general, putative representative and/or member of a class of persons or in any other representative capacity, all of which shall heard on an individual basis only) with respect to: (i) the Terms and Conditions or eDelivery Consent or your relationship with us in connection with such applicable Covered Agreement; (ii) any transaction involving us or any predecessor or successor firms by merger, acquisition or other business combination and you in connection with such Covered Agreement; or (iii) the construction, performance or breach of a Covered Agreement between you and us or any duty arising from our business as set forth in a Covered Agreement, shall be determined by the applicable arbitration forum described in Section 2 below.

2. Arbitration Forum and Notice.

You agree to arbitration before any self-regulatory organization or exchange of which Morgan Stanley Smith Barney LLC is a member.
You may elect which arbitration forum shall hear the matter by sending a registered letter or other written communication addressed to Morgan Stanley Smith Barney LLC, 2000 Westchester Avenue, Purchase, NY 10577, Attn: General Counsel, Wealth Management Legal and Compliance Division. If you fail to make such election before the expiration of five (5) days after receipt of a written request from us to make such election, we shall have the right to choose the forum.

3. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any predispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (a) the class certification is denied; (b) the class is decertified; or (c) the person is excluded from the class by the court.

4. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under the Terms and Conditions or eDelivery Consent except to the extent stated therein.

5.The statute of limitations applicable to any claims, whether brought in arbitration or in a court of competent jurisdiction shall be that which would be applied by the courts in the state in which you reside or if you do not reside in the United States, the statute of limitation shall be that which would be applied by the courts in the state where our office servicing your account is located.

6. You further agree that, if you are a non-resident of the U.S., you will submit to the jurisdiction of the chosen arbitration forum and will be bound by its determination thereby waiving any prior, simultaneous or subsequent actions or proceedings in any non-U.S. forums and also waiving any claims based on non-U.S. laws or regulations.

7. If any Supplemental Agreement or Account Agreement (as such terms are defined in the Terms and Conditions) contains a dispute resolution provision, disputes in connection with your access to or use of the applicable Morgan Stanley at Work service are subject to the provision set forth in the applicable agreement.