Page 13 - 3D Application - A.Israel, J.Fiacco, W.Field

to the terms of the Arbitration Agreement and the arbitration provisions of the CARE
Guidebook as of the date of your acceptance of this offer. The Arbitration Agreement
provides, among other things, that you agree to have all Covered Claims (as defined
in the Agreement) resolved by final and binding arbitration on an individual basis (i.e.,
non-class action, non-collective action and non-representative action).

US Political Contributions – Pay To Play

The Morgan Stanley U.S. Political Contributions Policy requires all employees to pre-
clear all U.S. political contributions and solicitation activity, and certain contributions
may be prohibited. If you accept this offer, you may be considered a "Restricted
Person" under Morgan Stanley policies and therefore could be subject to further re-
strictions on political contributions and political solicitation activities. Pay-to-play
rules may restrict the Firm's ability to be compensated for certain types of business
with a government entity for two years after a covered political contribution is made.
These rules also include a provision that apply to political contributions made by you
up to two years prior to your Start Date.

As a result, if you have not already done so, prior to your Start Date, you are required
to submit the U.S. Political Contributions Disclosure form, identifying all U.S. political
contributions and payments made by you, or a political action committee controlled
by you, to any U.S. federal, state or local candidate, official/incumbent, political party
or PAC during the two-year period immediately preceding your Start Date. You un-
derstand and agree that this offer is contingent on complete disclosure of all your
contributions and the Firm's determination that it will not be precluded from doing
business or earning compensation as a result of contributions you have made.

You further agree not to make or solicit any political contributions from the date of
your U.S. Political Contributions Disclosure Form until your Start Date, unless such
contribution has been pre-cleared in writing by Government and Political Activities
Compliance (gpac@morganstanley.com).

Integration Clause

This letter, any annexes (if applicable), and any addenda as referenced in this letter
constitute the entire understanding and contain a complete statement of all agree-
ments between you and Morgan Stanley and supersede all prior or contemporaneous
verbal or written agreements, understandings or communications. You acknowledge
that you have not relied on any assurance or representation not expressly stated in
this letter.

Candidate

10 August 2019 at 18:57:01 UTC Accepted by Andrew Israel (184.152.227.15)

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