EXHIBIT 4-hhh






 












MORGAN STANLEY FINANCE LLC,

as Issuer


 


MORGAN STANLEY,

as Guarantor





and





THE BANK OF NEW YORK MELLON,

as Warrant Agent







_______________________







WARRANT AGREEMENT







dated as of February 16, 2016














 







     


     

    

TABLE OF CONTENTS



 



 


Page


 







	Article
    1 

Warrants
	Section
    1.01.  Ranking	2
	Section
    1.02.  Form, Execution and Delivery of Warrant Certificates	2
	Section
    1.03.  Number Unlimited; Issuable in Series	4
	Section
    1.04.  Countersignature and Delivery of Warrant Certificates	6
	Section
    1.05.  Place of Exercise; Registration of Transfers and Exchanges	9
	Section
    1.06.  Mutilated or Missing Warrant Certificates	13
	Section
    1.07.  Registered Holders.	14
	Section
    1.08.  Cancellation	15
	Section
    1.09.  Additional Warrant Agents	16
	Section
    1.10.  Appointment of Calculation Agents	16
	Section
    1.11.  CUSIP Numbers	16
	Article
    2 

Duration and Exercise of Warrants
	Section
    2.01.  Duration and Exercise of Warrants	17
	Section
    2.02.  Return of Money Held Unclaimed for Two Years	17
	Article
    3 

Other Provisions Relating to Rights of Warrantholders
	Section
    3.01.  Warrantholder May Enforce Rights	17
	Section
    3.02.  No Rights as Holder of Warrant Property Conferred by Warrants or Warrant Certificates	17
	Section
    3.03.  Company’s Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions	18
	Section
    3.04.  Successor Person Substituted	18
	Section
    3.05.  Opinion of Counsel Delivered to Warrant Agent	19
	Article
    4 

Warrants Acquired by the Company; Payment of Taxes
	Section
    4.01.  Warrants Acquired by the Company	19
	Section
    4.02.  Payment of Taxes	20
	Article
    5 

Concerning the Warrant Agent
	Section
    5.01.  Warrant Agent	20
	Section
    5.02.  Condition of Warrant Agent’s Obligations	20







    i


     

    




	Section
    5.03.  Resignation and Appointment of Successor	23
	Section
    5.04. Force Majeure	25
	Article
    6 

Miscellaneous
	Section
    6.01.  Amendment	25
	Section
    6.02.  Notices and Demands to the Company, the Guarantor  and the Warrant Agent	27
	Section
    6.03.  Addresses for Notices	27
	Section
    6.04.  Notices to Warrantholders	28
	Section
    6.05.  Obtaining of Approvals	28
	Section
    6.06.  Persons Having Rights under this Agreement	28
	Section
    6.07.  Inspection of Agreement	28
	Section
    6.08.  Officer’s Certificates and Opinions of Counsel; Statements to Be Contained Therein	29
	Section
    6.09.  Payments Due on Saturdays, Sundays and Holidays	29
	Section
    6.10.  Judgment Currency	30
	Section
    6.11.  Headings	30
	Section
    6.12.  Counterparts	31
	Section
    6.13.  Applicable Law	31
	Section
    6.14. Waiver of Jury Trial	31
	Section
    6.15.  Submission to Jurisdiction; Waiver of Immunity	31
	Article
    7 

guarantee
	Section
    7.01.  The Guarantee	31
	Section
    7.02.  Guarantee Unconditional	32
	Section
    7.03.  Discharge; Reinstatement	32
	Section
    7.04.  Waiver by the Guarantor	33
	Section
    7.05.  Subrogation	33
	Section
    7.06.  Stay of Acceleration	33
	Section
    7.07.  Savings Clause	33
	Section
    7.08.  Execution and Delivery of Guarantee	33
	Section
    7.09.  Release of Guaranty	34
	Section
    7.10.  Guarantor’s Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions	34
	Section
    7.11.  Successor Person Substituted	34
	Section
    7.12.  Termination of the Guarantee upon Merger	35
	Section
    7.13.  Opinion of Counsel Delivered to Warrant Agent	35
	Section
    7.14.  Not Insured	35







 








	Exhibit I	–	Form of Registered Call Warrant Certificate
	 	 	 
	Exhibit II	–	Form of Registered Put Warrant Certificate




    ii


     

    

WARRANT AGREEMENT


 


THIS AGREEMENT, dated as of February 16,
2016, among MORGAN STANLEY FINANCE LLC, a Delaware limited liability company (the “Company”) and a wholly-owned
subsidiary of Morgan Stanley, MORGAN STANLEY, a Delaware corporation (the “Guarantor”), and THE BANK OF NEW
YORK MELLON (the “Warrant Agent”).


 


WHEREAS, the Company has entered into a
Senior Indenture dated as of February 16, 2016, among the Company, the Guarantor and The Bank of New York Mellon, as Trustee (the
“Trustee”) (as amended or supplemented from time to time, the “Indenture”), providing for
the issuance from time to time of its unsecured debt securities to be issued in one or more series as provided in the Indenture;


 


WHEREAS, the Company has duly authorized
the issue from time to time of warrants (the “Warrants”) to purchase or sell (i) securities issued by the Company
or by an entity affiliated or not affiliated with the Company, a basket of such securities, an index or indices of such securities
or any combination of the above, (ii) currencies or (iii) commodities (the property described in clauses (i), other than the Company’s
debt securities, (ii) and (iii), in relation to a Warrant, being hereinafter referred to as the “Unaffiliated Warrant
Property” applicable to such Warrant, and the Company’s debt securities issued pursuant to the Indenture to be
purchased or sold upon exercise of any Warrant, being hereinafter referred to as the “Warrant Securities,” and
together with the Unaffiliated Warrant Property, the “Warrant Property”) to be issued in one or more series
and in such number and with such terms as may from time to time be authorized in accordance with the terms of this Agreement;


 


WHEREAS, the Company has duly authorized
the execution and delivery of this Agreement to provide, among other things, for the delivery and administration of the Warrants;


 


WHEREAS, the Guarantor has duly authorized
the full and unconditional guarantee of the Warrants, and in order to provide the general terms and conditions of the Warrants
and the guarantee of same, the Guarantor has duly authorized the execution and delivery of this Agreement; and


 


WHEREAS, all things necessary to make this
Agreement a valid agreement according to its terms have been done;


 


NOW, THEREFORE, the parties hereto agree
as follows:


 




    1


     

    

Article
1

Warrants


 


Section 1.01. Ranking. The Warrants
are unsecured contractual obligations of the Company and will rank pari passu with the Company’s other unsecured contractual
obligations and with the Company’s unsecured and unsubordinated debt.


 


Section 1.02. Form, Execution and Delivery
of Warrant Certificates. (a) Certificates (“Warrant Certificates”) evidencing the Warrants of each series
shall be substantially in the form of Exhibits I and II hereto or in such form (not inconsistent with this Agreement) as shall
be established by or pursuant to one or more Board Resolutions (as defined below) of the Company (as set forth in a Board Resolution
of the Company or, to the extent established pursuant to, rather than set forth in, a Board Resolution of the Company, in an Officer’s
Certificate (as defined below) of the Company detailing such establishment) or in one or more agreements supplemental hereto, in
each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this
Agreement. The Warrant Certificates may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of
identification or designation and such legends or endorsements as the officers of the Company executing the same may approve (execution
thereof to be conclusive evidence of such approval) and that are not inconsistent with the provisions of this Agreement, or as
may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of
any self-regulatory organization (an “SRO”) on which the Warrants of such series may be listed or quoted, or
of any securities depository, or to conform to usage. Warrant Certificates shall be signed on behalf of the Company by a manager,
the president, any vice president, the treasurer or any assistant treasurer or such other person specifically designated by the
Board of the Company to execute Warrant Certificates, which signature may or may not be attested by the secretary, an assistant
secretary or a manager of the Company. The signature of any of such officers may be either manual or facsimile. Typographical and
other minor errors or defects in any such signature shall not affect the validity or enforceability of any Warrant Certificate
that has been duly countersigned and delivered by the Warrant Agent.


 


“Board” means either
the Board of Directors of the Guarantor or the Board of Managers of the Company, as applicable, or any committee of such Board
duly authorized to act on its behalf for the purposes of this Agreement.


 


“Board Resolution” means
a copy of one or more resolutions, certified by the secretary or an assistant secretary of the Company or the Guarantor, as applicable,
to have been duly adopted or consented to by such Board and to be in full force and effect, and delivered to the Warrant Agent.


 




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“Company” means (except
as otherwise provided in ‎Article 5), Morgan Stanley Finance LLC, a Delaware limited liability company and, subject to ‎Article
3, its successors and assigns.


 


“Guarantee” means the
guarantee of the Company’s obligations under this Agreement and the Warrants by the Guarantor pursuant to ‎‎Article
7.


 


“Guarantor” means Morgan
Stanley, a Delaware corporation, and, subject to ‎‎Article 7, its successors and assigns, in each case unless and until
the Guarantor is released from the Guarantee pursuant to this Agreement.


 


“Officer’s Certificate”
means (i) with respect to the Company, a certificate signed by any one of the following: a manager, the president, any vice president,
the treasurer, any assistant treasurer, the secretary, any assistant secretary or such other person authorized by the Board of
the Company to execute any such certificate and (ii) with respect to the Guarantor, a certificate signed by any one of the following:
the chairman of the board, the chief executive officer, the president, the chief operating officer, the chief financial officer,
any executive vice president, the treasurer, any assistant treasurer, the secretary, any assistant secretary or such other person
authorized by the Board of the Guarantor to execute any such certificate, in each case, delivered to the Warrant Agent. Without
limiting the generality of the foregoing, if the Warrants of any series are to be issued as components of a unit (“Unit”)
with one or more other securities of the Company, an officer’s certificate or similar certificate relating to the Warrants
delivered pursuant to an indenture or unit agreement or similar agreement governing such Units or one or more other components
thereof may also constitute an Officer’s Certificate under this Agreement.


 


(b) In
case any officer of the Company who shall have signed a Warrant Certificate, either manually or by facsimile signature, shall cease
to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company
or delivered by the Company, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who
signed such Warrant Certificate had not ceased to be such officer of the Company; and a Warrant Certificate may be signed on behalf
of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of
the Company to sign such Warrant Certificate, although at the date of the execution of this Agreement any such person was not such
officer.


 


(c) Pending
the preparation of final Warrant Certificates evidencing Warrants of any series, the Company may execute and the Warrant Agent
shall countersign and deliver temporary Warrant Certificates evidencing such Warrants (printed, lithographed, typewritten or otherwise
produced, in each case in form satisfactory to the Warrant Agent). Such temporary Warrant Certificates shall be issuable substantially
in the form of the final Warrant Certificates but with such omissions, insertions and variations as may be appropriate for temporary
Warrant


 




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Certificates, all as may be determined by the Company with the
concurrence of the Warrant Agent. Such temporary Warrant Certificates may contain such reference to any provisions of this Agreement
as may be appropriate. Every such temporary Warrant Certificate shall be executed by the Company and shall be countersigned by
the Warrant Agent upon the same conditions and in substantially the same manner, and with like effect, as the final Warrant Certificates.
Without unreasonable delay, the Company shall execute and shall furnish final Warrant Certificates and thereupon such temporary
Warrant Certificates may be surrendered in exchange therefor without charge, and the Warrant Agent shall countersign and deliver
in exchange for such temporary Warrant Certificates final Warrant Certificates evidencing a like aggregate number of Warrants of
the same series and of like tenor as those evidenced by such temporary Warrant Certificates. Until so exchanged, such temporary
Warrant Certificates and the Warrants evidenced thereby shall be entitled to the same benefits under this Agreement as final Warrant
Certificates and the Warrants evidenced thereby.


 


Section 1.03. Number Unlimited; Issuable
in Series. (a) The aggregate number of Warrants that may be delivered under this Agreement is unlimited.


 


(b) The
Warrants may be issued in one or more series. There shall be established in or pursuant to one or more Board Resolutions of the
Company (and to the extent established pursuant to, rather than set forth in, a Board Resolution of the Company, in an Officer’s
Certificate of the Company detailing such establishment) or established in one or more agreements supplemental hereto, prior to
the initial issuance of Warrants of any series;


 


(i) the
designation of the Warrants of the series, which shall distinguish the Warrants of the series from the Warrants of all other series;


 


(ii) any
limit upon the aggregate number of the Warrants of the series that may be countersigned and delivered under this Agreement (disregarding
any Warrants countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Warrants of
the series);


 


(iii) the
specific Warrant Property purchasable or salable upon exercise of the Warrants of the series, and the amount thereof (or the method
for determining the same);


 


(iv) the
price at which the Warrants of the series will be issued and, if other than U.S. dollars, the coin or currency or composite currency
in which such issue price will be payable;


 


(v) whether
the Warrants of the series are warrants to purchase (“call warrants”) or warrants to sell (“put warrants”)
the Warrant Property;


 




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(vi) the
price at which and, if other than U.S. Dollars, the coin or currency or composite currency with which the Warrant Property may
be purchased or sold upon exercise of the Warrants of the series (or the method for determining the same);


 


(vii) whether
the exercise price for the Warrants of the series may be paid in cash or by the exchange of any other security of the Company,
or both, or otherwise, and the method of exercise of the Warrants of the series;


 


(viii) whether
the exercise of the Warrants of the series is to be settled in cash or by delivery of the Warrant Property or both, or otherwise;


 


(ix) the
terms by which (A) in the case of call warrants, the Warrant Agent shall deliver all funds received by it in payment for the exercise
of Warrants to the Company and the Company shall deliver the Warrant Property or (B) in the case of put warrants, the Warrant Agent
shall deliver the Warrant Property received to the Company in exchange for the funds delivered by the Company;


 


(x) the
date on which the right to exercise the Warrants of the series shall commence and the date (the “Expiration Date”)
on which such right shall expire or, if the Warrants of the series are not continuously exercisable throughout such period, the
specific date or dates on which they will be exercisable;


 


(xi) whether
the Warrant Certificates representing the Warrants of the series will be in registered form (“Registered Warrants”)
or bearer form (“Bearer Warrants”) or both;


 


(xii) whether
the Warrant Certificates evidencing any Registered Warrants or Bearer Warrants of the series will be issued in global form (“Global
Warrant Certificates”) or definitive form (“Definitive Warrant Certificates”) or both, and whether
and on what terms (if different from those set forth herein) Warrant Certificates in one form may be converted into or exchanged
for Warrant Certificates in the other form;


 


(xiii) any
warrant agents, depositaries, authenticating or paying agents, transfer agents or registrars or any determination or calculation
agents or other agents with respect to Warrants of the series;


 


(xiv) any
addition to, elimination of or other change in the defaults or covenants with respect to the Warrants of such series, including
making defaults or covenants inapplicable or changing the remedies available to Holders of the Warrants of such series upon a default
or a failure by the Company or the Guarantor to perform a covenant;


 




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(xv) whether
the Warrants of the series will be issued separately or together as a unit (a “Unit”) with one or more other
securities of the Company or any other person and, if the Warrants of the series are to be issued as components of Units, whether
and on what terms the Warrants of the series may be separated from the other components of such Units prior to the Expiration Date
of such Warrants; and


 


(xvi) any
other terms of the Warrants of the series (which terms shall not be inconsistent with the provisions of this Agreement).


 


(c) All
Warrants of any one series shall be substantially identical, except as may otherwise be provided by or pursuant to the Board Resolution
of the Company or Officer’s Certificate of the Company referred to above or as set forth in any such agreement supplemental
hereto. All Warrants of any one series need not be issued at the same time and may be issued from time to time, consistent with
the terms of this Agreement, if so provided by or pursuant to such Board Resolution of the Company, such Officer’s Certificate
of the Company or in any such agreement supplemental hereto.


 


Notwithstanding Section 1.03(b)(ii) hereof
and unless otherwise expressly provided with respect to a series of Warrants, the aggregate number of Warrants of a series may
be increased and additional Warrants of such series may be issued up to a maximum limit upon the aggregate number authorized with
respect to such series as increased.


 


Section 1.04. Countersignature and Delivery
of Warrant Certificates. (a) The Company may deliver Warrant Certificates evidencing Warrants of any series executed by the
Company to the Warrant Agent for countersignature together with the applicable documents referred to below in this Section, and
the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates to or upon the order of the Company (contained
in the Issuer Order (as defined below) referred to below in this Section) or pursuant to such procedures acceptable to the Warrant
Agent as may be specified from time to time by an Issuer Order. Any terms of the Warrants evidenced by such Warrant Certificates
may be determined by or pursuant to such Issuer Order or such other procedures. If provided for in such procedures, such Issuer
Order may authorize countersignature and delivery pursuant to oral instructions from the Company or its duly authorized agent,
which instructions shall be promptly confirmed in writing. In countersigning such Warrant Certificates and accepting the responsibilities
under this Agreement in relation to the Warrants evidenced by such Warrant Certificates, the Warrant Agent shall be entitled to
receive (in the case of subparagraphs ‎1.04(a)(ii), ‎1.04(a)(iii) and ‎1.04(a)(iv) below, only at or before the time
of the first request of the Company to the Warrant Agent to countersign Warrant Certificates in a particular form evidencing Warrants)
and shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:


 




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(i) an
Issuer Order requesting such countersignature and setting forth delivery instructions if the Warrant Certificates are not to be
delivered to the Company;


 


(ii) any
Board Resolution of the Company, Officer’s Certificate of the Company and/or executed supplemental agreement pursuant to
which the forms and terms of the Warrants evidenced by such Warrant Certificates were established;


 


(iii) an
Officer’s Certificate of the Company setting forth the forms and terms of the Warrants evidenced by such Warrant Certificates
stating that the form or forms and terms of the Warrants evidenced by such Warrant Certificates have been established pursuant
to Sections ‎1.02 and ‎1.03 and comply with this Agreement, and covering such other matters as the Warrant Agent may reasonably
request; and


 


(iv) at
the option of the Company, either one or more Opinions of Counsel (as defined below) or one or more letters addressed to the Warrant
Agent each permitting it to rely on such Opinions of Counsel, substantially to the effect that:


 


(A) the
forms of the Warrant Certificates have been duly authorized and established in conformity with the provisions of this Agreement;


 


(B) in
the case of an underwritten offering, the terms of the Warrants have been duly authorized and established in conformity with the
provisions of this Agreement and, in the case of an offering that is not underwritten, certain terms of the Warrants have been
established pursuant to a Board Resolution of the Company, an Officer’s Certificate of the Company or a supplemental agreement
in accordance with this Agreement, and when such other terms as are to be established pursuant to procedures set forth in an Issuer
Order shall have been established, all terms will have been duly authorized by the Company and will have been established in conformity
with the provisions of this Agreement; and


 


(C) when
the Warrant Certificates have been executed by the Company and countersigned by the Warrant Agent in accordance with the provisions
of this Agreement and delivered to and duly paid for by the purchasers thereof, subject to such other conditions as may be set
forth in such opinion of counsel, (i) they will have been duly issued under this Agreement and the Warrants evidenced thereby will
be valid and legally binding obligations of the Company and the Guarantor, respectively, enforceable in accordance with their respective
terms, and will be entitled to the


 




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benefits of this Agreement and (ii) the Guarantee
with respect to such Warrants will have been duly issued under this Agreement and will be a valid and binding obligation of the
Guarantor, enforceable in accordance with its terms, and will be entitled to the benefits of this Agreement.


 


In rendering such opinions, such counsel may qualify
any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization,
liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely,
as to all matters governed by the laws of jurisdictions other than the State of New York and the federal law of the United States,
upon opinions of other counsel (copies of which shall be delivered to the Warrant Agent), who shall be counsel reasonably satisfactory
to the Warrant Agent, in which case the opinion shall state that such counsel believes he and the Warrant Agent are entitled so
to rely. Such counsel may also state that, insofar as such opinion involves factual matters, such counsel has relied, to the extent
such counsel deems proper, upon certificates of officers of the Company, the Guarantor and their respective subsidiaries and certificates
of public officials.


 


“Issuer Order” means
a written statement, request or order of the Company signed in its name by any one of the following: a manager, the president,
any vice president, the treasurer, any assistant treasurer or such other person specifically designated by the Board of the Company
to execute any such written instrument, request or order. Without limiting the generality of the foregoing, if the Warrants of
a series are issued as components of Units, an issuer order or similar order relating to the Warrants delivered pursuant to an
indenture or unit or similar agreement governing such Units or one or more other components thereof may also constitute an Issuer
Order under this Agreement if addressed to the Warrant Agent.


 


“Opinion of Counsel”
means an opinion in writing signed by legal counsel to the Company or the Guarantor, who may be an employee of or counsel to the
Company or the Guarantor, and who shall be satisfactory to the Warrant Agent.


 


(b) The
Warrant Agent shall have the right to decline to countersign and deliver any Warrant Certificates under this Section if the Warrant
Agent, being advised by counsel, determines that such action may not lawfully be taken by the Company or the Guarantor or if the
Warrant Agent (i) in good faith by its board of directors or board of trustees or by a committee of its trust officers determines
that such action would expose the Warrant Agent to personal liability to existing registered or beneficial holders of Warrants
(each, a “Warrantholder”) or would affect the Warrant Agent’s own rights, duties or immunities under the
Warrant


 




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Certificates, the Warrants, this Agreement or otherwise or (ii)
in good faith determines that the terms of such Warrants are administratively unacceptable to it.


 


(c) If
the Company shall establish pursuant to Section ‎1.03 that the Warrants of a series are to be evidenced in whole or in part
by one or more Global Warrant Certificates, then the Company shall execute and the Warrant Agent shall, in accordance with this
Section and the Issuer Order with respect to such series, countersign and deliver one or more Global Warrant Certificates that
(i) shall evidence all or part of the Warrants of such series issued in such form and not yet canceled, (ii) shall be registered
in the name of the Depositary (as defined below) for such Warrants or the nominee of such Depositary, (iii) shall be delivered
by the Warrant Agent to such Depositary or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially
to the following effect: “Unless and until it is exchanged in whole or in part for Warrants in definitive registered form,
this Warrant Certificate and the Warrants evidenced hereby may not be transferred except as a whole by the Depositary to the nominee
of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary
or any such nominee to a successor Depositary or a nominee of such successor Depositary.”


 


“Depositary” means, with
respect to the Warrants of any series that are or may be evidenced by one or more Global Warrant Certificates, the person or persons
designated as Depositary by the Company pursuant to Section ‎1.03 hereof until a successor Depositary shall have become such
pursuant to the applicable provisions of this Agreement, and thereafter “Depositary” shall mean or include each
person who is then a Depositary hereunder, and if at any time there is more than one such person, “Depositary”
as used with respect to the Warrants of any such series shall mean the Depositary with respect to that series.


 


(d) If
so required by applicable law, each Depositary for a series of Warrants must, at the time of its designation and at all times while
it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute
or regulation.


 


(e) Each
Warrant Certificate shall be dated the date of its countersignature. A Warrant Certificate shall not be valid for any purpose,
and no Warrant evidenced thereby shall be exercisable, unless and until such Warrant Certificate has been countersigned by the
manual signature of an authorized signatory of the Warrant Agent. Such countersignature by an authorized signatory of the Warrant
Agent upon any Warrant Certificate executed by the Company in accordance with this Agreement shall be conclusive evidence that
the Warrant Certificate so countersigned and the Warrants evidenced thereby have been duly issued hereunder.


 


Section 1.05. Place of Exercise; Registration
of Transfers and Exchanges. (a) Except as otherwise established pursuant to Section ‎1.03 with respect to Warrants of a
series, Warrants may be presented for exercise at the Warrant


 




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Agent’s Window (as defined below) in accordance with procedures
to be established pursuant to Section ‎1.03.


 


(b) Except
as otherwise provided herein or as established pursuant to Section ‎1.03 with respect to the Warrants of a series, the Warrant
Agent shall from time to time register the transfer of any outstanding Registered Definitive Warrant Certificates upon the records
to be maintained by it for that purpose (the “Warrant Register”) at the Warrant Agent’s Office (as defined
below), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe with respect to the Warrants of
such series, upon surrender thereof at the Warrant Agent’s Window (as defined below), Attention: Transfer Area, duly endorsed
by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company
duly executed by, the Registered Holder(s) (as defined below) thereof or by the duly appointed legal representative thereof or
by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City
of New York or by a broker or dealer that is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”)
or by a member of a national securities exchange or in such other manner acceptable to the Warrant Agent and the Company. Upon
any such registration of transfer, one or more new Warrant Certificates of the same series and like terms evidencing a like number
of unexercised Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the
Warrant Agent.


 


(c) Except
as otherwise established for a series of Warrants pursuant to Section ‎1.03, at the option of a Registered Holder, Definitive
Warrant Certificates may be exchanged for other Definitive Warrant Certificates evidencing the same aggregate number of unexercised
Warrants of the same series and of like tenor upon surrender to the Warrant Agent of the Definitive Warrant Certificates to be
exchanged at the Warrant Agent’s Window, Attention: Transfer Area. The “Warrant Agent’s Window”
shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of
New York (or at the address of any additional agency established by the Company pursuant to Section 1.09 hereof, or at the address
of any successor Warrant Agent (as provided in ‎Section 5.03)), which is, on the date of this Agreement, The Bank of New York
Mellon, Transfer Area, 101 Barclay Street, 7W, New York, New York 10286. If the Warrants of any series are issued in both registered
and unregistered form, except as otherwise established for such series pursuant to Section ‎1.03, at the option of the holder
thereof, Warrant Certificates evidencing Bearer Warrants of any series may be exchanged for Definitive Warrant Certificates evidencing
an equal number of unexercised Registered Warrants of the same series and of like tenor upon surrender of such Warrant Certificates
evidencing Bearer Warrants to be exchanged at the Warrant Agent’s Window, Attention: Transfer Area. Unless otherwise established
for such series pursuant to Section ‎1.03, Registered Warrants of any series may not be exchanged for Bearer Warrants of such
series. Upon surrender of any unexercised Warrant


 




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Certificate for exchange, the Warrant Agent shall cancel such
Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, one or more new Warrant
Certificates evidencing a like number of unexercised Warrants of the same series and of like tenor.


 


(d) Warrants
evidenced by the Warrant Certificates issued upon transfer or exchange pursuant to paragraph ‎(b) or ‎(c) of this Section
shall be valid obligations of the Company (and the Guarantee on such Warrants shall be a valid obligation of the Guarantor), constituting
the same obligations of the Company as the Warrants evidenced by the Warrant Certificates surrendered for transfer or exchange,
and entitled to the same benefits under this Agreement as were such Warrants evidenced by the Warrant Certificates prior to such
surrender.


 


(e) Except
as provided in ‎Section 1.06, no service charge shall be made for any registration of transfer or exchange of Warrant Certificates,
but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Warrant Certificates, other than exchanges pursuant to this Section not involving
any transfer.


 


(f) In
the event that upon any exercise of Warrants evidenced by a Warrant Certificate the number of Warrants exercised shall be less
than the total number of Warrants evidenced by such Warrant Certificate, there shall be issued to the Registered Holder thereof
(or, in the case of Bearer Warrants, the holder thereof) or his assignee a new Warrant Certificate evidencing the number of Warrants
of the same series and of like tenor not exercised.


 


(g) Warrant
Certificates evidencing Bearer Warrants shall be transferable by delivery.


 


(h) Notwithstanding
any other provision of this Agreement, unless and until it is exchanged in whole or in part for Definitive Warrant Certificates,
a Global Warrant Certificate evidencing all or a portion of the Warrants of a series may not be transferred except as a whole by
the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of
such successor Depositary.


 


(i) If
at any time the Depositary for any series of Warrants notifies the Company that it is unwilling or unable to continue as Depositary
for such series or if at any time the Depositary for such series shall no longer be eligible under this Agreement, the Company
shall appoint a successor Depositary with respect to such series. If a successor Depositary for such series is not appointed by
the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election
pursuant to ‎Section 1.03 that such series be evidenced by one or more Global Warrant Certificates shall no


 




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longer be effective and the Company will execute, and the Warrant
Agent, upon receipt of an Officer’s Certificate of the Company for the countersignature and delivery of Definitive Warrant
Certificates evidencing Warrants of such series, will countersign and deliver Definitive Warrant Certificates evidencing Warrants
of such series and of like tenor in an aggregate number equal to the number of the unexercised Warrants represented by such Global
Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates.


 


(j) If
established pursuant to ‎Section 1.03 with respect to a series of Warrants evidenced in whole or in part by one or more Global
Warrant Certificates, the Depositary for such series may surrender such Global Warrant Certificate or Certificates in exchange
in whole or in part for Definitive Warrant Certificates evidencing Warrants of the same series and of like tenor on such terms
as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Warrant Agent shall countersign
and deliver, without service charge,


 


(i) to
the person specified by such Depositary a new Definitive Warrant Certificate of the same series and of like tenor in an aggregate
number equal to and in exchange for such person’s beneficial interest in the Warrants evidenced by such Global Warrant Certificate
or Certificates; and


 


(ii) to
such Depositary a new Global Warrant Certificate or Certificates evidencing Warrants of the same series and of like tenor in number
equal to the difference, if any, between the number of unexercised Warrants evidenced by the surrendered Global Warrant Certificates
and the number of unexercised Warrants evidenced by such Definitive Warrant Certificate countersigned and delivered pursuant to
clause ‎1.05(j)(i) above.


 


Upon the exchange of a Global Warrant Certificate for Definitive
Warrant Certificates, such Global Warrant Certificate shall be canceled by the Warrant Agent or an agent of the Company or the
Warrant Agent. Registered Definitive Warrant Certificates issued in exchange for a Registered Global Warrant Certificate pursuant
to this Section shall be registered in such names and in such authorized denominations as the Depositary for such series, pursuant
to instructions from its direct or indirect participants or otherwise, shall instruct the Warrant Agent or an agent of the Company
or the Warrant Agent. The Warrant Agent or such agent shall deliver such Warrant Certificates to or as directed by the persons
in whose names such Warrant Certificates are so registered. Definitive Bearer Warrant Certificates issued in exchange for a Global
Bearer Warrant Certificate pursuant to this Section shall be issued in such authorized denominations as the Depositary for such
series, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Warrant Agent or an
agent of the Company or the Warrant Agent. The Warrant Agent or such agent


 




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shall deliver such Warrant Certificates to or as directed by
the Depositary for such series.


 


(k) Notwithstanding
anything herein or in the terms of any series of Warrants to the contrary, none of the Company, the Warrant Agent or any agent
of the Company or the Warrant Agent (any of which, other than the Company, shall rely on an Officer’s Certificate of the
Company and an Opinion of Counsel) shall be required to exchange any Bearer Warrant for a Registered Warrant if such exchange would
result in adverse Federal income tax consequences to the Company or the Guarantor under then applicable United States Federal income
tax laws.


 


(l) The
Company will maintain one or more offices or agencies in a city or cities located outside the United States (including any city
in which such an agency is required to be maintained under the rules of any stock exchange on which the Warrants of such series
are listed) where the Bearer Warrants, if any, of each series may be presented for exercise and payment. No payment on any Bearer
Warrants will be made upon presentation of such Bearer Warrant at an agency of the Company within the United States nor will any
payment be made by transfer to an account in, or by mail to an address in, the United States unless pursuant to applicable United
States laws and regulations then in effect such payment can be made without adverse tax consequences to the Company. Notwithstanding
the foregoing, payments in United States dollars with respect to Bearer Warrants of any series which are payable in United States
dollars may be made at an agency of the Company maintained in the Borough of Manhattan, The City of New York if such payment in
United States dollars at each agency maintained by the Company outside the United States for payment on such Bearer Warrants is
illegal or effectively precluded by exchange controls or other similar restrictions.


 


(m) The
Company may from time to time designate one or more additional offices or agencies where the Warrants of a series may be presented
for exercise and payment, where the Warrants of that series may be presented for exchange as provided in this Agreement and where
the Registered Warrants of that series may be presented for registration of transfer as in this Agreement provided, and the Company
may from time to time rescind any such designation, as the Company may deem desirable or expedient; provided, however, that
no such designation or rescission shall in any manner relieve the Company of its obligation to maintain the agencies provided for
in this Section. The Company will give to the Warrant Agent prompt written notice of any such designation or rescission thereof.


 


Section 1.06. Mutilated or Missing Warrant
Certificates. (a) If any Warrant Certificate evidencing Warrants of any series is mutilated, lost, stolen or destroyed, the
Company may in its discretion execute, and the Warrant Agent may countersign and deliver, in exchange and substitution for the
mutilated Warrant Certificate, or in replacement for the Warrant Certificate lost, stolen or


 




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destroyed, a new Warrant Certificate representing an equivalent
number of unexercised Warrants of the same series and of like tenor, bearing an identification number, if applicable, not contemporaneously
outstanding, but only (in case of loss, theft or destruction) upon receipt of evidence satisfactory to the Company, the Guarantor
and the Warrant Agent of such loss, theft or destruction of such Warrant Certificate and security or indemnity, if requested, also
satisfactory to them. Applicants for such substitute Warrant Certificates shall also comply with such other reasonable regulations
and pay such other reasonable charges as the Company or the Warrant Agent may prescribe.


 


(b) In
case the Warrants evidenced by any such mutilated, lost, stolen or destroyed Warrant Certificate have been or are about to be exercised,
or deemed to be exercised, the Company in its absolute discretion may, instead of issuing a new Warrant Certificate, and subject
to the conditions set forth in clause ‎1.06(a) above, direct the Warrant Agent to treat the same as if it had received the
Warrant Certificate together with an irrevocable exercise notice in proper form in respect thereof, as established with respect
to the Warrants of such series.


 


(c) The
Warrants evidenced by each new Warrant Certificate issued pursuant to this Section in lieu of any lost, stolen or destroyed Warrant
Certificate shall be original, additional contractual obligations of the Company and the Guarantor, and shall be entitled to the
same benefits under this Agreement as the Warrants evidenced by the Warrant Certificate that was lost, stolen or destroyed.


 


(d) Upon
the issuance of any new Warrant Certificate in accordance with this Section, the Company may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Warrant Agent) connected therewith.


 


(e) The
provisions of this Section are exclusive and shall preclude (to the extent lawful) any other rights and remedies with respect to
the replacement or payment of mutilated, lost, stolen or destroyed Warrant Certificates.


 


Section 1.07. Registered Holders. (a)
Prior to due presentment for registration of transfer, the Company, the Guarantor, the Warrant Agent, and any agent of the Company,
the Guarantor or the Warrant Agent may deem and treat the person in whose name a Warrant Certificate shall be registered in the
Warrant Register (a “Registered Holder”) as the absolute owner of the Registered Warrants evidenced thereby
(notwithstanding any notation of ownership or other writing on the Warrant Certificate) for any purpose whatsoever, and as the
person entitled to exercise the rights represented by the Registered Warrants evidenced thereby, and none of the Company, the Guarantor
or the Warrant Agent, or any agent of the Company, the Guarantor or the Warrant Agent, shall be affected by any notice to the contrary.
All payments on account of any Registered Warrant to the Registered Holder, or upon his order, shall be valid, and to the extent
of the sum or sums so paid, effectual to satisfy and discharge the liability of the


 




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Company for moneys paid upon such Registered Warrant. This Section
shall be without prejudice to the rights of Warrantholders as described elsewhere herein.


 


(b) The
Company, the Guarantor, the Warrant Agent and any agent of the Company, the Guarantor or the Warrant Agent may treat the holder
of any Bearer Warrant as the absolute owner of such Bearer Warrant for the purpose of exercising the rights represented thereby
and for all other purposes, and none of the Company, the Guarantor or the Warrant Agent, or any agent of the Company, the Guarantor
or the Warrant Agent shall be affected by any notice to the contrary. All payments on account of such Bearer Warrant made to any
such person, or upon his order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge
the liability for moneys payable upon such Bearer Warrant. This Section shall be without prejudice to the rights of Warrantholders
as described elsewhere herein.


 


Section 1.08. Cancellation. All Warrant
Certificates surrendered to the Warrant Agent for redemption or registration of transfer or exchange shall be promptly cancelled
by the Warrant Agent. The Company may at any time deliver to the Warrant Agent for cancellation any Warrant Certificates previously
countersigned and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Warrant Certificates
so delivered shall, upon receipt by the Warrant Agent of an Issuer Order, be promptly cancelled by the Warrant Agent. No Warrant
Certificates shall be countersigned in lieu of or in exchange for any Warrant Certificates cancelled as provided in this Section,
except as permitted by this Agreement. All cancelled Warrant Certificates held by the Warrant Agent shall be disposed of in accordance
with its customary procedures and a certificate of their disposition shall be delivered by the Warrant Agent to the Company, unless
by Issuer Order the Company shall direct that cancelled Warrant Certificates be returned to it.


 


If the Company notifies the Trustee of its
election to redeem Warrant Securities pursuant to the Indenture or the terms thereof, the Company may elect, and shall give notice
to the Warrant Agent of its election, to cancel the unexercised Warrants to purchase or sell such Warrant Securities, the Warrant
Certificates evidencing such Warrants and the rights evidenced thereby. Promptly after receipt of such notice by the Warrant Agent,
the Company shall, or, at the Company’s request, the Warrant Agent shall in the name of and at the expense of the Company,
give notice of such cancellation, as provided in ‎Section 6.04, to the Holders of such Warrant Certificates, such notice to
be so given not less than 30 nor more than 60 days (or within any other redemption notice period specified in such Warrant Securities)
prior to the date fixed for the redemption of the Warrant Securities pursuant to the Indenture or the terms thereof. The unexercised
Warrants, the Warrant Certificates and the rights evidenced thereby shall be cancelled and become void on the 15th day prior to
such date fixed for redemption.


 




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If the Company or any affiliate of the Company
shall acquire any Warrant Certificate, such acquisition shall not operate as a cancellation of such Warrant Certificate unless
and until such Warrant Certificate is delivered to the Warrant Agent for the purpose of cancellation.


 


Section 1.09. Additional Warrant Agents.
Whenever the Company shall appoint a warrant agent other than the Warrant Agent with respect to the Warrants of any series,
it will cause such warrant agent to execute and deliver to the Warrant Agent an instrument in which such agent shall agree with
the Warrant Agent, subject to the provisions of this Section,


 


(a) that
it will hold all Warrant Property received by it as such agent for any payment with respect to the Warrants of such series in trust
for the benefit of the Warrantholders of such series if any, or of the Warrant Agent, and


 


(b) that
it will give the Warrant Agent notice of any failure by the Company to make any payment with respect to the Warrants of such series
when the same shall be due and payable.


 


The Company will, on or prior to each date
of any payment of Warrants of any such series, deposit with the Warrant Agent or any such additional warrant agent a sum sufficient
to make such payment, and the Company will promptly notify the Warrant Agent of any failure to take such action with respect to
any such additional warrant agent.


 


Section 1.10. Appointment of Calculation
Agents. Pursuant to ‎Section 1.03 hereof, the Company may, in connection with any series of Warrants appoint Morgan Stanley
& Co. LLC, Morgan Stanley & Co. International plc or any other person or entity as Calculation Agent to make any calculations
as may be required pursuant to the terms of any such series of Warrants. Any such Calculation Agent shall act as an independent
expert and, unless otherwise provided by this Agreement, its calculations and determinations under this Agreement shall, absent
manifest error, be final and binding on the Company, the Warrant Agent and the Warrantholders. Any such calculations will be made
available to a Warrantholder for inspection at the Warrant Agent’s Office.


 


Section 1.11. CUSIP Numbers. The
Company in issuing the Warrants may use “CUSIP,” “ISIN” and other similar numbers (if then generally in
use), and, if so, the Warrant Agent shall use “CUSIP,” “ISIN” and other similar numbers in notices of redemption
as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness
of such numbers either as printed on the Warrants or as contained in any notice of a redemption and that reliance may be placed
only on the other identification numbers printed on the Warrants, and any such redemption shall not be affected by any defect in
or omission of such numbers. The Company will promptly notify the Warrant Agent of any changes in the “CUSIP,” “ISIN”
and other similar numbers.


 




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Article
2

Duration and Exercise of Warrants


 


Section 2.01. Duration and Exercise of
Warrants. All terms with respect to duration and exercise of Warrants will be established pursuant to ‎Section 1.03 for
each series of Warrants.


 


Section 2.02. Return of Money Held Unclaimed
for Two Years. Except as otherwise provided herein, any money or other assets deposited with or paid to the Warrant Agent for
the payment of any Warrants and not paid but remaining unclaimed for two years after the date upon which such money or other assets
shall have become due and payable shall be repaid by the Warrant Agent to the Company or the Guarantor, as the case may be, at
the Company’s or the Guarantor’s request, as the case may be, pursuant to an Officer’s Certificate of the Company
or the Guarantor, as the case may be, and the holders of such Warrants shall thereafter look only to the Company or the Guarantor,
as the case may be, for any payment which such holders may be entitled to collect and all liability of the Warrant Agent with respect
to such money shall thereupon cease; provided that the Warrant Agent, before making any such repayment, may (but shall not
be obligated to) at the expense of the Company or the Guarantor, as the case may be, notify (i) in the case of Registered Warrants
evidenced by Definitive Warrant Certificates, the Registered Holders, (ii) in the case of Warrants evidenced by one or more Global
Warrant Certificates, the participants of the Depositary, and (iii) in the case of Bearer Warrants evidenced by Definitive Warrant
Certificates, the holders thereof, in each case as provided in ‎Section 6.04, that said money has not been so applied and remains
unclaimed and that after a date named in the notification any unclaimed balance of said money then remaining will be returned to
the Company or the Guarantor, as the case may be.


 


Article
3

Other Provisions Relating to Rights of Warrantholders


 


Section 3.01. Warrantholder May Enforce
Rights. Notwithstanding any of the provisions of this Agreement, any Warrantholder may, without the consent of the Warrant
Agent, the Depositary, any participant of the Depositary, any other Warrantholder, the holder of any Warrant Property or, if applicable,
the common depositary for Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear System, and Clearstream Banking,
société anonyme, Luxembourg, or its successor, in and for its own behalf, enforce, and may institute and maintain,
any suit, action or proceeding against the Company and/or the Guarantor suitable to enforce, or otherwise in respect of, its right
to exercise its Warrants as provided in this Agreement and established with respect to such Warrants pursuant to Section ‎1.03.


 


Section 3.02. No Rights as Holder of
Warrant Property Conferred by Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced


 




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thereby shall entitle the holder or any beneficial owner thereof
to any of the rights of a holder or beneficial owner of Warrant Property, including, without limitation, the right to receive the
payment of principal of (premium, if any) or interest, if any, on Warrant Property or to vote or to enforce any rights under any
documents governing Warrant Property.


 


Section 3.03. Company’s Covenant
Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions. The Company covenants that it will not
merge or consolidate with any other Person or sell, lease or convey all or substantially all of its assets to any other Person,
unless (i) either the Company shall be the continuing Person, or the successor Person by merger or consolidation or the Person
which acquires by sale, lease or conveyance substantially all the assets of the Company (if other than the Company) shall be a
Person organized under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly
assume the due and punctual payment of the principal of and interest on all the Warrants according to their tenor, and the due
and punctual performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by
the Company, by supplemental agreement satisfactory to the Warrant Agent, executed and delivered to the Warrant Agent by such Person,
and (ii) the Company, such successor Person or such acquiring Person, as the case may be, shall not, immediately after such merger
or consolidation, or such sale, lease or conveyance, be in default in the performance of any such covenant or condition. For the
avoidance of doubt, the Person referred to in this ‎‎Section 3.03 may be the Guarantor or any Subsidiary of the
Guarantor.


 


“Person” means any individual,
corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization
or government or any agency or political subdivision thereof.


 


“Subsidiary” means any
corporation, limited liability company, partnership or other entity of which at the time of determination the Guarantor owns or
controls directly or indirectly more than 50% of the shares of voting stock or equivalent interest.


 


Section 3.04. Successor Person Substituted.
In case of any such consolidation, merger, sale, lease or conveyance, and following such an assumption by the successor Person,
such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named as the
Company herein. Such successor Person may cause to be signed, and may issue (and, in the case of Warrants to purchase or sell Warrant
Securities, may execute and deliver Warrant Securities in its own name pursuant to the Indenture, in fulfillment of its obligations
to deliver Warrant Securities upon exercise of the Warrants) either in its own name or in the name of the Company prior to such
succession any or all of the Warrants issuable hereunder which theretofore shall not have been signed by the Company and delivered
to the Warrant Agent; and, upon the order of such successor Person, instead of the Company, and subject to


 




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all the terms, conditions and limitations in this Agreement
prescribed, the Warrant Agent shall countersign and deliver any Warrants which previously shall have been signed and delivered
by the officers of the Company to the Warrant Agent for countersignature, and any Warrants which such successor Person thereafter
shall cause to be signed and delivered to the Warrant Agent for that purpose. All of the Warrants so issued shall in all respects
have the same legal rank and benefit under this Agreement as the Warrants theretofore or thereafter issued in accordance with the
terms of this Agreement as though all of such Warrants had been issued at the date of the execution hereof.


 


In case of any such consolidation, merger,
sale, lease or conveyance such changes in phrasing and form (but not in substance) may be made in the Warrant Certificates representing
the Warrants thereafter to be issued as may be appropriate.


 


In the event of any such sale or conveyance
(other than a conveyance by way of lease), the Company or any successor Person which shall theretofore have become such in the
manner described in this Article shall be discharged from all obligations and covenants under this Agreement, the Warrants and
the Warrant Certificates and may be liquidated and dissolved.


 


Section 3.05. Opinion of Counsel Delivered
to Warrant Agent. The Warrant Agent, subject to the provisions of ‎Article 5, may receive an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, lease or conveyance of the Company, and any such assumption, and any such liquidation
or dissolution, complies with the applicable provisions of this Agreement.


 


Article
4

Warrants Acquired by the Company; Payment of Taxes


 


Section 4.01. Warrants Acquired by the
Company. (a) In the event the Company shall purchase or otherwise acquire Warrants, such Warrants may, at the option of the
Company, be (i) in the case of Bearer Warrants or Registered Warrants evidenced by Definitive Warrant Certificates, delivered to
the Warrant Agent, and if so delivered, the Warrant Agent shall promptly cancel such Warrants on the records of the Warrant Agent
or (ii) in the case of Warrants evidenced by one or more Global Warrant Certificates, surrendered free through a participant of
the Depositary to the Depositary for credit to the account of the Warrant Agent maintained at the Depositary, and if so credited,
the Warrant Agent shall promptly note the cancellation of such Warrants by notation on the records of the Warrant Agent and the
Warrant Agent shall cause its records to be marked to reflect the reduction in the number of Warrants evidenced by the Global Warrant
Certificate or Certificates by the number of Warrants so canceled promptly after such account is credited. Warrants acquired by
the Company may also, at the option of the Company, be resold by the Company directly or to or through any of its affiliates in
lieu of being surrendered to the Warrant Agent or


 




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credited to its account. No Warrant Certificate shall be countersigned
in lieu of or in exchange for any Warrant that is canceled as provided herein, except as otherwise expressly permitted by this
Agreement.


 


(b) Any
canceled Warrant Certificate held by the Warrant Agent under this Agreement shall be disposed of by the Warrant Agent in accordance
with its customary procedures unless otherwise directed by the Company, and the Warrant Agent shall deliver a certificate of disposition
to the Company evidencing the same.


 


Section 4.02. Payment of Taxes. The
Company will pay all stamp, withholding and other duties, if any, attributable to the initial issuance of each series or tranche
of Warrants; provided, however, that, anything in this Agreement to the contrary notwithstanding, the Company shall not
be required to pay any tax or other governmental charge that may be payable in respect of any transfer involving any beneficial
or record interest in, or ownership interest of, any Warrants or Warrant Certificates.


 


Article
5

Concerning the Warrant Agent


 


Section 5.01. Warrant Agent. The
Company hereby appoints The Bank of New York Mellon as Warrant Agent of the Company in respect of the Warrants upon the terms and
subject to the conditions set forth herein; and The Bank of New York Mellon hereby accepts such appointment. The Warrant Agent
shall have the powers and authority granted to and conferred upon it in this Agreement and such further powers and authority to
act on behalf of the Company as the Company may hereafter grant to or confer upon it with its consent. All of the terms and provisions
with respect to such powers and authority contained in any Warrant Certificate are subject to and governed by the terms and provisions
hereof.


 


Section 5.02. Condition of Warrant Agent’s
Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the
following, to all of which the Company agrees and to all of which the rights hereunder of the holders from time to time of the
Warrants shall be subject:


 


(a) The
Company agrees promptly to pay the Warrant Agent the compensation to be agreed upon with the Company for all services rendered
by the Warrant Agent and to reimburse the Warrant Agent for its reasonable out-of-pocket expenses (including attorneys’ fees
and expenses) incurred by the Warrant Agent without negligence or bad faith on its part in connection with the services rendered
by it hereunder. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability
or expense (including reasonable attorneys’ fees and expenses) incurred without negligence or bad faith


 




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on the part of the Warrant Agent, arising out of or in connection
with its acting as such Warrant Agent hereunder, as well as the reasonable costs and expenses of defending against any claim of
liability in the premises. The obligations of the Company under this Section shall survive the expiration of all Warrants issued
under this Agreement.


 


(b) In
acting under this Agreement, the Warrant Agent is acting solely as agent of the Company and does not assume any obligation or relationship
of agency or trust for or with any Warrantholders.


 


(c) The
Warrant Agent may consult with counsel satisfactory to it (including counsel to the Company or the Guarantor), and the opinion
of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by
it hereunder in good faith and in accordance with the opinion of such counsel.


 


(d) The
Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or thing suffered by it in
reliance upon any notice, direction, consent, certificate, affidavit, opinion, statement or other paper or document reasonably
believed by it to be genuine and to have been presented or signed by the proper parties.


 


(e) The
Warrant Agent and its officers, directors and employees may become the owner of, or acquire any interest in, any Warrants or other
obligations of the Company or the Guarantor, with the same rights that it or they would have if it were not the Warrant Agent hereunder
and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with
the Company or the Guarantor and may act on behalf of, or as depositary, trustee or agent for, any committee or body of owners
or holders of Warrants or other obligations of the Company or the Guarantor as freely as if it were not the Warrant Agent hereunder.
Nothing in this Agreement shall be deemed to prevent the Warrant Agent from acting as Trustee under the Indenture.


 


(f) Money
held by the Warrant Agent in trust hereunder need not be segregated from other funds held by the Warrant Agent, except to the extent
required by law. The Warrant Agent shall be under no obligation to invest or pay interest on any money received by it hereunder,
except as otherwise agreed with the Company. The Warrant Agent shall not be responsible for advancing funds on behalf of the Company.
Any interest accrued on funds deposited with the Warrant Agent under this Agreement shall be paid to the Company from time to time
and the Holders of Warrants shall have no claim to any such interest.


 


(g) The
Warrant Agent shall not be under any responsibility with respect to the validity or sufficiency of this Agreement or the execution
and delivery hereof (except the due authorization, execution and delivery hereof by the Warrant Agent) or with respect to the validity
or execution of the Warrant Certificates (except its countersignature thereof).


 




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(h) The
recitals contained herein and in the Warrant Certificates (except as to the Warrant Agent’s countersignature thereon) shall
be taken as the statements of the Company or the Guarantor, as applicable, and the Warrant Agent assumes no responsibility for
the correctness of the same.


 


(i) The
Warrant Agent shall be obligated to perform such duties as are specifically set forth in this Agreement and no implied duties or
obligations shall be read into this Agreement against the Warrant Agent. The Warrant Agent shall not be under any obligation to
take any action hereunder likely to involve it in any expense or liability, the payment of which is not, in its reasonable opinion,
assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the application by the Company
of any proceeds of the issuance of any Warrants. The Warrant Agent shall have no duty or responsibility in case of any default
by the Company or the Guarantor in the performance of their respective covenants or agreements contained in this Agreement or in
any Warrant Certificate or in the case of the receipt of any written demand from a holder of a Warrant with respect to such default,
including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any
proceedings at law or otherwise or, except as provided in ‎Section 6.02, to make any demand upon the Company and/or the Guarantor.


 


(j) The
rights, privileges, protections, immunities and benefits given to the Warrant Agent, including, without limitation, its right to
be indemnified, are extended to, and shall be enforceable by, each agent, custodian and other person employed to act hereunder.


 


(k) Anything
in this Agreement notwithstanding, in no event shall the Warrant Agreement be liable for special, indirect, punitive or consequential
loss or damage of any kind whatsoever (including but not limited to loss of profit), even if the Warrant Agent has been advised
as to the likelihood of such loss or damage and regardless of the form of action.


 


(l) The
Warrant Agent shall have the same rights and protections as the Trustee granted under Sections 6.01 and 6.02 of the Indenture.


 


Nothing herein contained shall be deemed
to authorize the Warrant Agent to exercise any remedy against the Company or the Guarantor solely as a result of, or because it
is related directly or indirectly to, the insolvency of the Guarantor or the commencement of any proceedings relative to the Guarantor
under Title 11 of the United States Code, or the appointment of a receiver for the Guarantor under Title II of the Dodd-Frank Wall
Street Reform and Consumer Protection Act of 2010 or the commencement of any other applicable federal or state bankruptcy, insolvency,
resolution or other similar law, or solely as a result of, or because it is related directly or indirectly to, a receiver, assignee
or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official having been appointed for or having taken
possession of the Guarantor or its property, or solely as a result of, or because it is related directly or indirectly to, the
institution


 




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of any other comparable judicial or regulatory proceedings relative
to the Guarantor, or to the creditors or property of the Guarantor.


 


Section 5.03. Resignation and Appointment
of Successor. (a) The Company agrees, for the benefit of the holders from time to time of the Warrants, that there shall at
all times be a Warrant Agent hereunder with respect to each series of Warrants until all the Warrants of such series are no longer
outstanding or until monies for the payment of all outstanding Warrants of such series, if any, shall have been paid to the Warrant
Agent and shall have been returned to the Company as provided in ‎Section 2.02, whichever occurs earlier.


 


(b) The
Warrant Agent may at any time resign as such agent with respect to any series of Warrants by giving at least 30 days’ written
notice to the Company and the Guarantor of such intention on its part, specifying the date on which its desired resignation shall
become effective, subject to the appointment of a successor Warrant Agent with respect to such series and acceptance of such appointment
by such successor Warrant Agent as hereinafter provided. The Warrant Agent hereunder may be removed with respect to any series
of Warrants at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying
such removal and the date when it shall become effective, which, other than in the case of the removal of the Warrant Agent in
connection with an event set forth in clause ‎Section 5.03(c)(iii), ‎Section 5.03(c)(iv), ‎Section 5.03(c)(v), ‎Section
5.03(c)(vi) or ‎Section 5.03(c)(vii) below, shall be at least 30 days’ after the filing of such instrument. Such resignation
or removal shall take effect (subject to the passage of the foregoing 30 day periods, if applicable) upon the appointment by the
Company, as hereinafter provided, of a successor Warrant Agent with respect to such series (which shall be a banking institution
organized under the laws of the United States of America or one of the states thereof, have a combined capital and surplus of at
least $50,000,000 (as set forth in its most recent reports of condition published pursuant to law or to the requirements of any
United States federal or state regulatory or supervisory authority) and having its principal place of business in the United States
of America) and the acceptance of such appointment by such successor Warrant Agent. In the event a successor Warrant Agent has
not been appointed and accepted its duties within 90 days of the Warrant Agent’s notice of resignation, the Warrant Agent
may apply to any court of competent jurisdiction for the designation of a successor Warrant Agent with respect to such series.
The obligation of the Company under ‎Section 5.02(a) shall continue to the extent set forth therein notwithstanding the resignation
or removal of the Warrant Agent with respect to any series of Warrants.


 


(c) In
case at any time the Warrant Agent with respect to any series of Warrants (i) shall give notice of its intent to resign, or (ii)
shall be removed, or (iii) shall become incapable of acting, or (iv) shall be adjudged as bankrupt or insolvent, or make an assignment
for the benefit of its creditors, or consent to the appointment of a receiver or custodian of all or any substantial part of its
property, or (v) shall admit in writing its inability to pay or meet its debts as they mature, or


 




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(vi) if a receiver or custodian of it or of all or any substantial
part of its property shall be appointed, or (vii) if any public officer shall have taken charge or control of the Warrant Agent
or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Warrant Agent, qualified
as aforesaid, shall be promptly appointed by the Company by an instrument in writing, filed with the successor Warrant Agent. Upon
the appointment as aforesaid of a successor Warrant Agent and acceptance by the latter of such appointment and subject to the 30
day notice period set forth in clause ‎Section 5.03(b) above, if applicable, the Warrant Agent so superseded shall cease to
be Warrant Agent hereunder with respect to such series.


 


(d) Any
successor Warrant Agent appointed hereunder with respect to any series of Warrants shall execute, acknowledge and deliver to its
predecessor and to the Company and the Guarantor an instrument accepting such appointment hereunder, and thereupon such successor
Warrant Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts,
immunities, duties and obligations of such predecessor with like effect as if originally named as Warrant Agent with respect to
such series hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become
obligated to transfer, deliver and pay over, and such successor Warrant Agent shall be entitled to receive, all monies, securities
and other property on deposit with or held by such predecessor (including, without limitation, the Warrant Register) as Warrant
Agent with respect to such series hereunder.


 


(e) If
a successor Warrant Agent is appointed with respect to the Warrants of one or more (but not all) series, the Company, the Guarantor,
the predecessor Warrant Agent and each successor Warrant Agent with respect to the Warrants of any applicable series shall execute
and deliver an agreement supplemental hereto that shall contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers and duties of the predecessor Warrant Agent with respect to the Warrants of any series as to which
the predecessor Warrant Agent is not retiring shall continue to be vested in the predecessor Warrant Agent, and shall add to or
change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Warrants
hereunder by more than one Warrant Agent, it being understood that nothing herein or in such supplemental agreement shall constitute
such Warrant Agents Co-Warrant Agents of the same Warrants and that each such Warrant Agent shall be a Warrant Agent with respect
to separate series of Warrants.


 


(f) Any
corporation into which the Warrant Agent hereunder may be merged or converted or any corporation with which the Warrant Agent may
be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be
a party or any corporation to which the Warrant Agent shall sell or otherwise transfer all or substantially all the corporate agency
assets and business of the Warrant Agent, provided that it shall


 




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be qualified as aforesaid, shall be the successor Warrant Agent
under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.


 


Section 5.04. Force Majeure. In no
event shall the Warrant Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder
arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Warrant
Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as
soon as practicable under the circumstances.


 


Article
6

Miscellaneous


 


Section 6.01. Amendment. (a) This
Agreement and the terms of the Warrants of any series may be amended (by means of an agreement supplemental hereto or otherwise)
by the Company, the Guarantor and the Warrant Agent, without the consent of the Warrantholders of any series of Warrants, (i) to
evidence the merger of the Company with and into the Guarantor or the succession of another Person to the Company or the Guarantor,
as applicable, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations
of the Company or the Guarantor, as applicable, pursuant to ‎Article 3 and/or ‎Article 7, as applicable, and, in the case
of the merger of the Company with and into the Guarantor, to evidence the elimination of the Guarantee, (ii) for the purpose of
curing any ambiguity, or of curing, correcting or supplementing any defective or inconsistent provision contained herein or therein,
(iii) to establish the forms or terms of Warrant Certificates or Warrants of any series as permitted by Sections ‎1.02 and
‎1.03, (iv) to evidence and provide for the acceptance of appointment hereunder by a successor Warrant Agent with respect to
the Warrants of any series and to add to or change any of the provisions of this Agreement as shall be necessary to provide for
or facilitate the administration of the Warrants hereunder by more than one Warrant Agent pursuant to ‎Section 5.03, (v) to
add to, change or eliminate any of the provisions of this Agreement in respect of all or any Warrants of any series (and if such
addition, change or elimination is to apply with respect to less than all Warrants of any series, stating that it is expressly
being made to apply solely with respect to such Warrants within such series); provided that any such addition, change or
elimination (A) shall neither (1) apply to any Warrants issued prior to the execution of such supplemental agreement and entitled
to the benefit of such provision nor (2) modify the rights of any Holder of such Warrant with respect to such provision or (B)
shall become effective only when there is no such Warrant


 




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outstanding, or (vi) in any other manner which the Company and
the Guarantor may deem necessary or desirable and which will not materially and adversely affect the interests of the Warrantholders
of such series.


 


(b) The
Company, the Guarantor and the Warrant Agent may modify or amend this Agreement (by means of an agreement supplemental hereto or
otherwise) with the consent of Warrantholders holding not less than a majority in number of the then outstanding Warrants of all
series affected by such modification or amendment, for any purpose; provided, however, that no such modification or amendment
that changes the exercise price of the Warrants of any series, reduces the amount receivable upon exercise, cancellation or expiration
of the Warrants other than in accordance with the antidilution provisions or other similar adjustment provisions included in the
terms of the Warrants, shortens the period of time during which the Warrants of such series may be exercised, or otherwise materially
and adversely affects the exercise rights of the affected Warrantholders, removes the Guarantee on the Warrants (except in accordanec
with ‎Section 7.12) or reduces the percentage of the number of outstanding Warrants of such series, the consent of whose holders
is required for modification or amendment of this Agreement, may be made without the consent of each Warrantholder affected thereby.
In the case of Warrants evidenced by one or more Global Warrant Certificates, the Company and the Warrant Agent shall be entitled
to rely upon certification in form satisfactory to each of them that any requisite consent has been obtained from holders of beneficial
ownership interests in the relevant Global Warrant Certificate. Such certification may be provided by participants of the Depositary
acting on behalf of such beneficial owners of Warrants, provided that any such certification is accompanied by a certification
from the Depositary as to the Warrant holdings of such participants.


 


(c) An
amendment that changes or eliminates any provision of this Agreement that has expressly been included solely for the benefit of
one or more particular series of Warrants, or that modifies the rights of Warrantholders of such series with respect to such provision,
shall be deemed not to affect the rights under this Agreement of the Warrantholders of any other series.


 


(d) Upon
the request of the Company and the Guarantor, accompanied by a copy of the resolutions of their respective Boards (which resolutions
may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined
in accordance with or pursuant to an Issuer Order or an Officer’s Certificate of the Guarantor, as applicable) certified
by the secretary or an assistant secretary of the Company or the Guarantor, as applicable, authorizing the execution of any such
amendment, and upon the filing with the Warrant Agent of evidence of the consent of Warrantholders as aforesaid, the Warrant Agent
shall join with the Company and the Guarantor in the execution of such amendment unless such amendment affects the Warrant Agent’s
own rights, duties or immunities under this Agreement or otherwise, in which case the Warrant Agent may in its discretion, but
shall not be obligated to, enter into such amendment. In executing, or accepting the additional


 




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duties created by, any amendment permitted by this Article,
the Warrant Agent shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that
the execution of such amendment is authorized or permitted by this Agreement. The fact and date of the execution of any consent
of Warrantholders, or the authority of the person executing the same, may be proved in any manner which the Warrant Agent (with
the approval of the Company) deems sufficient.


 


(e) It
shall not be necessary for the consent of the Warrantholders under this Section to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the substance thereof.


 


Section 6.02. Notices and Demands to
the Company, the Guarantor and the Warrant Agent. If the Warrant Agent shall receive any notice or demand addressed to the
Company and/or the Guarantor by any Warrantholder pursuant to the provisions of this Agreement or the terms of the Warrants of
any series, the Warrant Agent shall promptly forward such notice or demand to the Company and the Guarantor.


 


Section 6.03. Addresses for Notices.
Any communications to the Warrant Agent with respect to this Agreement shall be in writing addressed to The Bank of New York
Mellon, 101 Barclay Street, 7W, New York, New York 10286, Attention: Corporate Trust Administration (the “Warrant Agent’s
Office”) and any communications to the Company or the Guarantor with respect to this Agreement shall be addressed to Morgan
Stanley Finance LLC and/or Morgan Stanley, in each case, at 1585 Broadway, New York, New York 10036, Attention: Treasurer (or in
each case to such other address as shall be given in writing to the other parties hereto).


 


The Warrant Agent agrees to accept and act
upon instructions or directions pursuant to this Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured
electronic methods; provided, however, that (a) the party providing such electronic instructions or directions, subsequent
to the transmission thereof, shall provide the originally executed instructions or directions to the Warrant Agent in a timely
manner and (b) such originally executed instructions or directions shall be signed by an authorized representative of the party
providing such instructions or directions. The Warrant Agent shall not be liable for any losses, costs or expenses arising directly
or indirectly from the Warrant Agent’s reliance upon and compliance with such instructions or directions up until such time
as the Warrant Agent receives any subsequent written instruction or direction that supersedes such earlier written instructions
or directions. The party providing instructions or directions by unsecured e-mail, facsimile transmission or other similar unsecured
electronic methods, as aforesaid, agrees to assume all risks arising out of the use of such electronic methods to submit instructions
and directions to the Warrant Agent, including without limitation the risk of the Warrant Agent acting on unauthorized instructions,
and the risk of interception and misuse by third parties.


 




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Section 6.04. Notices to Warrantholders.
The Company may cause to have notice given to the Warrantholders of any series by providing the Warrant Agent with a form of
notice to be distributed by (i) in the case of Registered Warrants evidenced by Definitive Warrant Certificates, the Warrant Agent
to Registered Holders by first class mail, (ii) in the case of Warrants evidenced by one or more Global Warrant Certificates, the
Depositary to be distributed by the Depositary to its participants in accordance with the custom and practices of the Depositary
or (iii) in the case of Bearer Warrants evidenced by Definitive Warrant Certificates, either (a) the customary notice provisions
of the clearing system or systems through which beneficial interests in such Bearer Warrants are owned if such Bearer Warrants
are held only in global form or (b) publication at least once in an Authorized Newspaper (as defined below) in The City of New
York, and Western Europe.


 


“Authorized Newspaper”
means a newspaper (which, in the case of The City of New York, will, if practicable, be The Wall Street Journal (Eastern Edition)
and, in the case of Western Europe, will, if practicable, be the Financial Times (London Edition)) published in an official language
of the country of publication customarily published at least once a day for at least five days in each calendar week and of general
circulation in The City of New York, and Western Europe, as applicable. If it shall be impractical in the opinion of the Warrant
Agent to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu
thereof that is made or given with the approval of the Warrant Agent shall constitute a sufficient publication of such notice.


 


Section 6.05. Obtaining of Approvals.
The Company or the Guarantor will from time to time take all action that may be necessary to obtain and keep effective any
and all filings or notices under applicable law, which may be or become required in connection with the issuance, sale, trading,
transfer or delivery of the Warrant Certificates or the exercise of the Warrants.


 


Section 6.06. Persons Having Rights under
this Agreement. Nothing in this Agreement expressed or implied and nothing that may be inferred from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the Company, the Guarantor,
the Warrant Agent and the Warrantholders any right, remedy or claim under or by reason of this Agreement or of any covenant, condition,
stipulation, promise or agreement hereof, and all covenants, conditions, stipulations, promises and agreements contained in this
Agreement shall be for the sole and exclusive benefit of the Company, the Guarantor, the Warrant Agent, their respective successors
and the Warrantholders.


 


Section 6.07. Inspection of Agreement.
A copy of this Agreement shall be available at all reasonable times at the Warrant Agent’s Office for inspection by the
Warrantholders, participants of the Depositary certified as such by the Depositary or any person certified by any such participant
to be an indirect


 




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participant of the Depositary or any person
certified by any such participant to be a beneficial owner of a Warrant, in each case, on behalf of whom such participant holds
Warrants.


 


Section 6.08. Officer’s Certificates
and Opinions of Counsel; Statements to Be Contained Therein. (a) Each certificate or opinion provided for in this Agreement
and delivered to the Warrant Agent with respect to compliance with a condition or covenant provided for in this Agreement shall
include (i) a statement that the person making such certificate or opinion has read such covenant or condition, (ii) a brief statement
as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate
or opinion are based, (iii) a statement that, in the opinion of such person, such person has made such examination or investigation
as is necessary to enable such person to express an informed opinion as to whether or not such covenant or condition has been complied
with and (iv) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.


 


(b) Any
certificate, statement or opinion of an officer of the Company or the Guarantor may be based, insofar as it relates to legal matters,
upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations
with respect to the matters upon which such officer’s certificate, statement or opinion may be based as aforesaid are erroneous,
or in the exercise of reasonable care should know that the same are erroneous. Any certificate, statement or opinion of counsel
may be based, insofar as it relates to factual matters, information with respect to which is in the possession of the Company or
the Guarantor, as applicable, upon the certificate, statement or opinion of or representations by an officer or officers of the
Company or the Guarantor, as applicable, unless such counsel knows that the certificate, statement or opinion or representations
with respect to the matters upon which such officer’s certificate, statement or opinion may be based as aforesaid are erroneous,
or in the exercise of reasonable care should know that the same are erroneous.


 


(c) Any
certificate, statement or opinion of an officer of the Company, an officer of the Guarantor or of counsel may be based, insofar
as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants
in the employ of the Company or the Guarantor, unless such officer or counsel, as the case may be, knows that the certificate or
opinion or representations with respect to the accounting matters upon which such officer’s or counsel’s, as the case
may be, certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should
know that the same are erroneous. Any certificate or opinion of any independent firm of public accountants filed with and directed
to the Warrant Agent shall contain a statement that such firm is independent.


 


Section 6.09. Payments Due on Saturdays,
Sundays and Holidays. If the date fixed for any payment with respect to the Warrants of any series appertaining


 




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thereto shall not be a Business Day (as defined
below), then such payment need not be made on such date, but may be made on the next succeeding Business Day with same force and
effect as if made on the date fixed, and no interest shall accrue for the period after such date (unless otherwise specified).


 


“Business Day” means,
with respect to any Warrant, a Business Day as defined in any debt security included in any unit comprising such Warrant or as
otherwise established pursuant to Section ‎1.03 hereof or if the term Business Day is not so specified, Business Day means
any day that is not a Saturday or Sunday or a legal holiday in The City of New York or a day on which banking institutions in The
City of New York are authorized or required by law, regulation or executive order to be closed.


 


Section 6.10. Judgment Currency. Each
of the Company and the Guarantor agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if
for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the Warrants of any series
(the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”),
the rate of exchange used shall be the rate (as determined by the Exchange Rate Agent (as defined in the Indenture)) at which in
accordance with normal banking procedures the Exchange Rate Agent could purchase in The City of New York the Required Currency
with the Judgment Currency on the day on which final unappealable judgment is entered, unless such day is not a New York Banking
Day (as defined below), in which event, to the extent permitted by applicable law, the rate of exchange used shall be the rate
(as determined by the Exchange Rate Agent) at which in accordance with normal banking procedures the Exchange Rate Agent could
purchase in The City of New York the Required Currency with the Judgment Currency on the last New York Banking Day preceding the
day on which final unappealable judgment is entered and (b) its respective obligations under this Agreement and the terms of the
Warrants of such series to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any
recovery pursuant to any judgment (whether or not entered in accordance with clause 6.10(a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount
of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional
cause of action for the purpose of recovering in the Required Currency so expressed to be payable and (iii) shall not be affected
by judgment being obtained for any other sum due under this Agreement. For purposes of the foregoing, “New York Banking
Day” means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day on which banking institutions
in The City of New York are authorized or required by law or executive order to close.


 


Section 6.11. Headings. The descriptive
headings of the several Articles and Sections of this Agreement are inserted for convenience only and shall not control or affect
the meaning or construction of any of the provisions hereof.


 




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Section 6.12. Counterparts. This
Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original; but such
counterparts shall together constitute but one and the same instrument.


 


Section 6.13. Applicable Law. This
Agreement and each Warrant and the Guarantee shall be deemed to be a contract under the laws of the State of New York, and for
all purposes shall be construed in accordance with the laws of said State, excluding choice of law provisions.


 


Section 6.14. Waiver of Jury Trial.
EACH OF THE COMPANY, THE GUARANTOR AND THE WARRANT AGENT, AND EACH WARRANTHOLDER BY ITS ACCEPTANCE HEREOF, HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT, THE WARRANTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 6.15. Submission to Jurisdiction;
Waiver of Immunity. For the benefit of the Warrantholders, each of the Company and the Guarantor hereby (i) irrevocably submits
to the non-exclusive jurisdiction of any New York State court or United States federal court sitting in the Borough of Manhattan
in the City of New York solely for purposes of any legal action or proceeding arising out of or relating to the Warrants or this
Agreement and (ii) irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have
to the laying of venue of any legal action or proceeding in any New York State court or United States federal court sitting in
the Borough of Manhattan in the City of New York, and any claim that any such action or proceedings brought in any such court has
been brought in an inconvenient forum. Each of the Company and the Guarantor agrees that a final judgment in any such legal action
or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided
by law.


 


Article
7

guarantee


 


Section 7.01. The Guarantee. Subject
to the provisions of this Article, the Guarantor hereby irrevocably, fully and unconditionally guarantees, on an unsecured basis,
the full and punctual payment (whether at stated maturity, upon redemption or acceleration, or otherwise) of the principal of,
premium, if any, and interest on, and all other amounts payable, including property deliverable, under, the Warrants, and the full
and punctual payment of all other amounts payable by the Company under this Agreement. Upon failure by the Company to pay punctually
any such amount, the Guarantor shall forthwith on demand pay the


 




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amount not so paid at the place and in the
manner specified in this Agreement. This Guarantee constitutes a guaranty of payment and not of collection.


 


Section 7.02. Guarantee Unconditional.
The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing,
will not be released, discharged or otherwise affected by:


 


(a) any
extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under this Agreement
or any Warrant, by operation of law or otherwise;


 


(b) any
modification or amendment of or supplement to this Agreement or any Warrant;


 


(c) any
change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other
similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained
in this Agreement or any Warrant;


 


(d) the
existence of any claim, set off or other rights which the Guarantor may have at any time against the Company, the Warrant Agent
or any other Person, whether in connection with this Agreement or any unrelated transactions, provided that nothing herein prevents
the assertion of any such claim by separate suit or compulsory counterclaim;


 


(e) any
invalidity or unenforceability relating to or against the Company for any reason of this Agreement or any Warrant, or any provision
of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Warrant
or any other amount payable by the Company under this Agreement; or


 


(f) any
other act or omission to act or delay of any kind by the Company, the Warrant Agent or any other Person or any other circumstance
whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the
Guarantor’s obligations hereunder.


 


Section 7.03. Discharge; Reinstatement.
The Guarantor’s obligations under this Article with respect to any Warrants will remain in full force and effect until the
principal of, premium, if any, and interest on such Warrants and all other amounts payable by the Company under this Agreement
with respect to such Warrants have been paid in full. If at any time any payment of the principal of, premium, if any, or interest
on any Warrant or any other amount payable by the Company under this Agreement is rescinded or must be otherwise restored or returned
upon the insolvency, bankruptcy or reorganization of the Company or otherwise, the Guarantor’s obligations hereunder with
respect to such payment


 




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will be reinstated as though such payment
had been due but not made at such time.


 


Section 7.04. Waiver by the Guarantor.
The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well
as any requirement that at any time any action be taken by any Person against the Company or any other Person. The Guarantor hereby
agrees that, in the event of a default in payment of the principal of, interest on, and all other amounts payable under any Warrant,
whether at its stated maturity, by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted
by the Warrant Agent on behalf of, or by, the Holder of such Warrant, subject to the terms and conditions set forth in this Agreement,
directly against the Guarantor to enforce this Guarantee without first proceeding against the Company.


 


Section 7.05. Subrogation. Upon making
any payment with respect to any obligation of the Company under this Article, the Guarantor shall be subrogated to the rights of
the payee against the Company with respect to such obligation, provided that the Guarantor may not enforce any right of subrogation
with respect to such payment so long as any amount payable by the Company hereunder or under the Warrants remains unpaid.


 


Section 7.06. Stay of Acceleration.
If acceleration of the time for payment of any amount payable by the Company under this Agreement or the Warrants is stayed upon
the insolvency, bankruptcy or reorganization of the Company, all such amounts otherwise subject to acceleration under the terms
of this Agreement are nonetheless payable by the Guarantor hereunder forthwith on demand by the Warrant Agent or the Holders.


 


Section 7.07. Savings Clause. Notwithstanding
anything to the contrary in this Article, the Guarantor, and by its acceptance of Warrants, each Holder, hereby confirms that it
is the intention of all such parties that the Guarantee not constitute a fraudulent conveyance under applicable fraudulent conveyance
provisions of the United States Bankruptcy Code or any comparable provision of state law. To effectuate that intention, the Warrant
Agent, the Holders and the Guarantor hereby irrevocably agree that the obligations of the Guarantor under the Guarantee are limited
to the maximum amount that would not render the Guarantor’s obligations subject to avoidance under applicable fraudulent
conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law.


 


Section 7.08. Execution and Delivery
of Guarantee. The execution by the Guarantor of this Agreement (or a supplemental agreement) evidences the Guarantee of the
Guarantor, whether or not the person signing as an officer of the Guarantor still holds that office at the time of countersignature
of any Warrant. The delivery of any Warrant by the Warrant Agent after countersignature


 




    33


     

    

constitutes due delivery of the Guarantee
set forth in this Agreement on behalf of the Guarantor.


 


Section 7.09. Release of Guaranty.
The Guarantee of the Guarantor of the Warrants will terminate upon cancellation of the Warrants, as provided in ‎Section 1.08.


 


Upon delivery by the Company to the Warrant
Agent of an Officer’s Certificate and an Opinion of Counsel to the foregoing effect, the Warrant Agent will execute any documents
reasonably required in order to evidence the release of the Guarantor from its obligations under the Guarantee of the Warrants.


 


Section 7.10.Guarantor’s Covenant
Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions. The Guarantor covenants that it will not
merge or consolidate with any other Person or sell, lease or convey all or substantially all of its assets to any other Person,
unless (i) either the Guarantor shall be the continuing Person, or the successor Person by merger or consolidation or the Person
which acquires by sale, lease or conveyance substantially all the assets of the Guarantor (if other than the Guarantor) shall be
a Person organized under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly
assume the full, irrevocable and unconditional guarantee of the due and punctual payment of the principal of and interest on all
the Warrants according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions
of this Agreement to be performed or observed by the Guarantor, by supplemental agreement satisfactory to the Warrant Agent, executed
and delivered to the Warrant Agent by such Person, and (ii) the Guarantor, such successor Person or such acquiring Person, as the
case may be, shall not, immediately after such merger or consolidation, or such sale, lease or conveyance, be in default in the
performance of any such covenant or condition.


 


Section 7.11.Successor Person Substituted.
In case of any such consolidation, merger, sale, lease or conveyance, and following such an assumption by the successor Person,
such successor Person shall succeed to and be substituted for the Guarantor, with the same effect as if it had been named as the
Guarantor herein.


 


In case of any such consolidation, merger,
sale, lease or conveyance such changes in phrasing and form (but not in substance) may be made in the Warrant Certificates representing
the Warrants thereafter to be issued as may be appropriate.


 


In the event of any such sale or conveyance
(other than a conveyance by way of lease) the Guarantor or any successor Person which shall theretofore have become such in the
manner described in this Article shall be discharged from all obligations and covenants under this Agreement, the Warrants and
the Warrant Certificates and may be liquidated and dissolved.


 




    34


     

    

Section 7.12.Termination of the Guarantee
upon Merger. The Guarantee of the Guarantor of the Warrants will terminate upon the merger of the Company with and into the
Guarantor in accordance with ‎Article 3 and this Article.


 


Section 7.13.Opinion of Counsel Delivered
to Warrant Agent. The Warrant Agent, subject to the provisions of ‎Article 5, may receive an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, lease or conveyance of the Guarantor, and any such assumption, and any such
liquidation or dissolution, complies with the applicable provisions of this Agreement.


 


Section 7.14.Not Insured. This
Guarantee is not insured by the Federal Deposit Insurance Corporation of the United States of America.


 




    35


     

    

IN WITNESS WHEREOF, this Agreement has been
duly executed by the parties hereto as of the day and year first above written.


 


	 	MORGAN STANLEY FINANCE LLC,	 
	 	ISSUER	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 	 	 
	 	MORGAN STANLEY,	 
	 	GUARANTOR	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	THE BANK OF NEW YORK MELLON,	 
	 	WARRANT AGENT	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 




     


     

    

EXHIBIT I


 


[FORM OF FACE OF REGISTERED CALL WARRANT
CERTIFICATE]


 





	No. _____	CUSIP No. __________







 


[Unless and until it is exchanged in whole
or in part for Warrants in definitive registered form, this Warrant Certificate and the Warrants evidenced hereby may not be transferred
except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.


 


Unless this Warrant Certificate is presented
by an authorized representative of the Depositary (55 Water Street, New York) to Morgan Stanley or its agent for registration of
transfer, exchange or payment, and any Warrant issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of the Depositary and any payment hereon is made to Cede & Co. or such other entity as is requested
by an authorized representative of the Depositary, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1


 






MORGAN STANLEY FINANCE LLC



[Designation of Warrants]






 


NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO _____]1


 


WARRANT PROPERTY:


 


AMOUNT OF WARRANT PROPERTY

PURCHASABLE PER WARRANT:


 


CALL PRICE PER WARRANT:


 


FORM OF PAYMENT OF

CALL PRICE:


 


 


 









1 Applies to global warrant
certificates. 








    I-1


     

    




FORM OF SETTLEMENT:


 


DATES OF EXERCISE:


 


OTHER TERMS:


 


This Warrant Certificate certifies that
__________, or registered assigns, is the Registered Holder of the number of [Designation of Warrants] (the “Warrants”)
[specified above]2 [specified on Schedule A hereto]3.
Upon receipt by the Warrant Agent of this Warrant Certificate, the exercise notice on the reverse hereof (or an exercise notice
in substantially identical form delivered herewith) (the “Exercise Notice”), duly completed and executed, and
the Call Price per Warrant set forth above, in the form set forth above, for each Warrant to be exercised (the “Exercise
Property”) at the Warrant Agent’s Window, Attention: Corporate Trust Administration, in the Borough of Manhattan,
The City of New York, each Warrant evidenced hereby entitles the Registered Holder hereof to receive, subject to the terms and
conditions set forth herein and in the Warrant Agreement (as defined below), from Morgan Stanley Finance LLC (the “Company”)
the amount and form of property (the “Warrant Property”) specified above. Any payment due on, including any
property deliverable under, the Warrants is fully and unconditionally guaranteed by Morgan Stanley. Warrants will not entitle the
Warrantholder to any of the rights of the holders of any of the Warrant Property.


 


Reference is hereby made to the further
provisions of this Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have
the same effect as though fully set forth in this place.


 


This Warrant Certificate shall not be valid
unless countersigned by the Warrant Agent.


 


 


 


 









2 Applies to definitive warrant
certificates.





3 Applies to global warrant certificates.












    I-2


     

    

IN WITNESS WHEREOF, Morgan Stanley Finance
LLC has caused this instrument to be duly executed.


 


Dated:______________________


 


	 	MORGAN STANLEY FINANCE LLC	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


	[Attest:	 
	 	 
	 	 
	By:	 	 
	 	[Secretary]]	 
	 	 


	
        Countersigned as of the date above written:

         

        THE BANK OF NEW YORK MELLON,

        as Warrant Agent

         
	 
	 	 
	By:	 	 
	 	Authorized Signatory	 
	 	 




    I-3


     

    

[FORM OF REVERSE OF REGISTERED CALL WARRANT
CERTIFICATE]





MORGAN STANLEY FINANCE LLC






 


The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants issued by the Company pursuant to a Warrant Agreement, dated as of February 16,
2016 (the “Warrant Agreement”), among the Company, as issuer, Morgan Stanley, as guarantor (the “Guarantor”),
and The Bank of New York Mellon (the “Warrant Agent”) and are subject to the terms and provisions contained
in the Warrant Agreement, to all of which terms and provisions each Warrantholder consents by acceptance of this Warrant Certificate
or a beneficial interest therein and which Warrant Agreement is hereby incorporated by reference in and made a part of this Warrant
Certificate. Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Warrant Agreement. A copy of the Warrant Agreement is on file at the Warrant Agent’s Office. The Warrants
constitute a separate series of Warrants under the Warrant Agreement.


 


The Warrants are unsecured contractual obligations
of the Company and rank pari passu with the Company’s other unsecured contractual obligations and with the Company’s
unsecured and unsubordinated debt. Any payment due on, including any property deliverable under, the Warrants is fully and unconditionally
guaranteed by the Guarantor on an unsecured basis.


 


Subject to the provisions hereof and the
Warrant Agreement, each Warrant may be exercised during the dates of exercise set forth on the face hereof by delivering or causing
to be delivered this Warrant Certificate, the Exercise Notice, duly completed and executed, and the Exercise Property to the Warrant
Agent’s Window, in the Borough of Manhattan, The City of New York, which is, on the date hereof (unless otherwise specified
herein), The Bank of New York Mellon, 101 Barclay Street, 7W, New York, New York 10286, Attention: Corporate Trust Administration,
or at such other address as the Warrant Agent may specify from time to time.


 


Each Warrant entitles the Warrantholder
to receive, upon exercise, the Warrant Property set forth on the face hereof.


 


The Warrant Agreement and the terms of the
Warrants are subject to amendment as provided in the Warrant Agreement.


 


This Warrant Certificate shall be governed
by, and interpreted in accordance with, the laws of the State of New York.


 




    I-4


     

    

[Designation of Warrants]


 


Exercise Notice






 


The Bank of New York Mellon

101 Barclay Street, 7W

New York, New York 10286


 


Attention: Corporate Trust Administration


 


The undersigned (the “Registered
Holder”) hereby irrevocably exercises __________ Warrants (the “Exercised Warrants”) and delivers
to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder’s name, representing a number
of Warrants at least equal to the number of Exercised Warrants, and the Exercise Property with respect thereto.


 


The Registered Holder hereby directs the
Warrant Agent (a) to deliver the Warrant Property as follows:


 


and (b) if the number of Exercised Warrants
is less than the number of Warrants represented by the enclosed Warrant Certificate, to deliver a Warrant Certificate representing
the unexercised Warrants to:


 


	 	 	 	 
	Dated:	 	 	 
	 	 	 	(Registered Holder)


	 	By:	 
	 	 	Authorized Signature
	 	 	Address:
	 	 	Telephone:




    I-5


     

    

[If Warrant
is a Global Warrant, insert this Schedule A.]


 


SCHEDULE A


 


[Designation of Warrants]


 


GLOBAL

WARRANT

SCHEDULE OF EXCHANGES






 


The initial number of Warrants represented
by this Global Warrant is __________. In accordance with the Warrant Agreement and the Unit Agreement dated as of February 16,
2016 among the Company, the Guarantor, The Bank of New York Mellon, as Unit Agent, as Warrant Agent, as Collateral Agent, and as
Trustee under the Indenture referred to therein and the Holders from time to time of the Units described therein, the following
(A) exchanges of [the number of Warrants indicated below for a like number of Warrants to be represented by a Global Warrant that
has been separated from a Unit (a “Separated Warrant”)]1
[the number of Warrants that had been represented by a Global Warrant that is part of a Unit (an “Attached Unit Warrant”)
for a like number of Warrants represented by this Global Warrant]2
or (B) reductions as a result of the exercise of the number of Warrants indicated below have been made:





	
 


        Date of Exchange or Exercise

        	 	
[Number Exchanged for Separated Warrants]1

        	 	
 


        [Reduced
        Number Outstanding Following Such Exchange]1

        	 	
 


        [Number
        of Attached Unit Warrants Exchanged for Warrants represented by this Separated Warrant]2

        	 	
 


        [Increased
        Number Outstanding Following Such Exchange]2

        	 	
 


        Number
        of Warrants Exercised

        	 	
 


        Reduced
        Number Outstanding Following Such Exercise

        	 	
 


        Notation
        Made by or on Behalf of Warrant Agent

        
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


 


 


 


 









1 Applies only if this Global
Warrant is part of a Unit.





2 Applies only if this Global
Warrant has been separated from a Unit.












    I-6


     

    

EXHIBIT II


 






[FORM OF FACE OF REGISTERED PUT WARRANT CERTIFICATE]








 


	No. _____	CUSIP No. __________
	 	 


[Unless and until it is exchanged in whole
or in part for Warrants in definitive registered form, this Warrant Certificate and the Warrants evidenced hereby may not be transferred
except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.


 


Unless this Warrant Certificate is presented
by an authorized representative of the Depositary (55 Water Street, New York) to Morgan Stanley or its agent for registration of
transfer, exchange or payment, and any Warrant issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of the Depositary and any payment hereon is made to Cede & Co. or such other entity as is requested
by an authorized representative of the Depositary, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]1


 


MORGAN STANLEY FINANCE LLC



[Designation of Warrants]






 


NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO ____]1


 


CASH SETTLEMENT VALUE PER WARRANT (OR METHOD OF DETERMINING
SAME):


 


[WARRANT PROPERTY:] 2


 


[AMOUNT OF WARRANT PROPERTY

SALABLE PER WARRANT:]2


 


 


 


 


 









1 Applies to global warrant certificates.





2 Only if the terms of the Warrants
contemplate that the holder may deliver Warrant Property to exercise the Warrants.












    1


     

    

[PUT PRICE FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY PER
WARRANT:]2


 


[METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE DELIVERED
FOR SALE UPON EXERCISE OF WARRANTS:] 2


 


 


DATES OF EXERCISE:


 


OTHER TERMS:


 


This Warrant Certificate certifies that
__________, or registered assigns, is the Registered Holder of the number of [Designation of Warrants] (the “Warrants”)
[specified above]1 [specified on Schedule A hereto]2.
Upon receipt by the Warrant Agent of this Warrant Certificate, the exercise notice on the reverse hereof (or an exercise notice
in substantially identical form delivered herewith)(the “Exercise Notice”), duly completed and executed, and
the Amount of Warrant Property saleable per Warrant set forth above, adjusted, if applicable, as set forth above, for each Warrant
to be exercised, delivered as set forth above at the Warrant Agent’s Window, Attention: Corporate Trust Administration, in
the Borough of Manhattan, The City of New York (which is, on the date hereof, The Bank of New York Mellon, 101 Barclay Street,
7W, New York, New York 10286, Attention: Corporate Trust Administration), each Warrant evidenced hereby entitles the Registered
Holder hereof to receive, subject to the terms and conditions set forth herein and in the Warrant Agreement (as defined below),
from Morgan Stanley Finance LLC (the “Company”) the [Cash Settlement Value] [Put Price]3
per Warrant specified above. Any payment due on, including any property deliverable under, the Warrants is fully and unconditionally
guaranteed by Morgan Stanley.


 


Unless otherwise indicated above, a Warrant
will not require or entitle a Warrantholder to sell or deliver to the Company, nor will the Company be under any obligation to,
nor will it, purchase or take delivery from any Warrantholder of, any Warrant Property, and upon exercise of a Warrant, the Company
will make only a cash payment in the amount of the Cash Settlement Value or Put Price per Warrant. Warrantholders will not receive
any interest on any Cash Settlement Value.


 


Reference is hereby made to the further
provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have
the same effect as though fully set forth in this place.


 


 


 


 


 









1 Applies to definitive warrant
certificates.





2 Applies to global warrant
certificates. 


3 Only if the terms of the Warrants
contemplate that the holder may deliver Warrant Property to exercise the Warrants.












    2


     

    

This Warrant Certificate shall not be valid
unless countersigned by the Warrant Agent.


 




    3


     

    

IN WITNESS WHEREOF, Morgan Stanley Finance
LLC has caused this instrument to be duly executed.


 


Dated:______________________


 


	 	MORGAN STANLEY FINANCE LLC	 
	 	 	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


	[Attest:	 
	 	 
	 	 
	By:	 	 
	 	[Secretary]]	 
	 	 	 
	 	 	 


	
        Countersigned as of the date above written:

         

        THE BANK OF NEW YORK MELLON,

        as Warrant Agent

         
	 
	 	 
	By:	 	 
	 	Authorized Signatory	 




    4


     

    

[FORM OF REVERSE OF REGISTERED PUT WARRANT
CERTIFICATE]





MORGAN STANLEY FINANCE LLC






 


The Warrants evidenced by this Warrant
Certificate are part of a duly authorized issue of Warrants issued by the Company pursuant to a Warrant Agreement, dated as of
February 16, 2016 (the “Warrant Agreement”), among the Company, as issuer, Morgan Stanley, as guarantor (the
“Guarantor”), and The Bank of New York Mellon (the “Warrant Agent”) and are subject to the
terms and provisions contained in the Warrant Agreement, to all of which terms and provisions each Warrantholder consents by acceptance
of this Warrant Certificate or a beneficial interest therein and which Warrant Agreement is hereby incorporated by reference in
and made a part of this Warrant Certificate. Without limiting the foregoing, all capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Warrant Agreement. A copy of the Warrant Agreement is on file at the Warrant Agent’s
Office. The Warrants constitute a separate series of Warrants under the Warrant Agreement.


 


The Warrants are unsecured contractual
obligations of the Company and rank pari passu with the Company’s other unsecured contractual obligations and with
the Company’s unsecured and unsubordinated debt. Any payment due on, including any property deliverable under, the Warrants
is fully and unconditionally guaranteed by the Guarantor on an unsecured basis.


 


Subject to the provisions hereof
and the Warrant Agreement, each Warrant may be exercised during the dates of exercise set forth on the face hereof by delivering
or causing to be delivered this Warrant Certificate, the Exercise Notice, duly completed and executed, and the Exercise Property
for each such Warrant to the Warrant Agent’s Window, in the Borough of Manhattan, The City of New York, which is, on the
date hereof (unless otherwise specified herein), The Bank of New York Mellon, 101 Barclay Street, 7W, New York, New York 10286,
Attention: Corporate Trust Administration, or at such other address as the Warrant Agent may specify from time to time.


 


Each Warrant entitles the Warrantholder
to receive, upon exercise, the [Cash Settlement Value] [Put Price]1
per Warrant set forth on the face hereof.


 


The Warrant Agreement and the terms
of the Warrants are subject to amendment as provided in the Warrant Agreement.


 


This Warrant Certificate shall be
governed by, and interpreted in accordance with, the laws of the State of New York.


 


 


 


 


 









1 Only if the terms of the Warrants
contemplate that the holder may deliver Warrant Property to exercise the Warrants.


 









    5


     

    

[Designation of Warrants]


 


Exercise Notice


 


The Bank of New York Mellon

101 Barclay Street, 7W

New York, New York 10286



Attention: Corporate Trust Administration






 


The undersigned (the “Registered
Holder”) hereby irrevocably exercises __________ Warrants (the “Exercised Warrants”) and delivers
to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder’s name, representing a number
of Warrants at least equal to the number of Exercised Warrants[, and the Warrant Property with respect thereto].1


 


The Registered Holder hereby directs the
Warrant Agent (a) to deliver the [Cash Settlement Value][Put Price]1 per Warrant as follows:





and (b) if the number of Exercised Warrants is less than the number of Warrants represented by the enclosed Warrant Certificate,
to deliver a Warrant Certificate representing the unexercised Warrants to:


 


	 	 	 	 
	Dated:	 	 	 
	 	 	 	(Registered Holder)


	 	By:	 
	 	 	Authorized Signature
	 	 	Address:
	 	 	Telephone:



 


 


 


 









1 Only if terms of the Warrants
contemplate that the holder may deliver Warrant Property to exercise the Warrants.


 









    6


     

    

[If Warrant
is a Global Warrant, insert this Schedule A.]


 


SCHEDULE A


 


[Designation of Warrants]


 


GLOBAL

WARRANT

SCHEDULE OF EXCHANGES






 


The initial number of Warrants represented
by this Global Warrant is __________. In accordance with the Warrant Agreement and the Unit Agreement dated as of February 16,
2016 among the Company, the Guarantor, The Bank of New York Mellon, as Unit Agent, as Warrant Agent, as Collateral Agent, and as
Trustee under the Indenture referred to therein and the Holders from time to time of the Units described therein, the following
(A) exchanges of [the number of Warrants indicated below for a like number of Warrants to be represented by a Global Warrant that
has been separated from a Unit (a “Separated Warrant”)]1 [the number of Warrants that had been represented
by a Global Warrant that is part of a Unit (an “Attached Unit Warrant”) for a like number of Warrants represented
by this Global Warrant]2 or (B) reductions as a result of the exercise of the number of Warrants indicated below have
been made:


 


	
 


        Date of Exchange or Exercise

        	 	
 


        [Number
        Exchanged for Separated Warrants]1

        	 	
 


        [Reduced
        Number Outstanding Following Such Exchange]1

        	 	
 


        [Number
        of Attached Unit Warrants Exchanged for Warrants represented by this Separated Warrant]2

        	 	
 


        [Increased
        Number Outstanding Following Such Exchange]2

        	 	
 


        Number
        of Warrants Exercised

        	 	
 


        Reduced
        Number Outstanding Following Such Exercise

        	 	
 


        Notation
        Made by or on Behalf of Warrant Agent

        
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



















 


 


 


 


 









1 Applies only if this Global
Warrant is part of a Unit.





2 Applies only if this Global
Warrant has been separated from a Unit.














    A-7