Alliance 2000, Ltd.

Issuer is a shell company or former shell company (as defined under Rule 144(i)(1)). If this box is checked, refer to ANNEX C.

3,000,000

March 25 , 2021

July 29, 2022

Rep Code:       hou-2676      , Commission: ☑               6               cents per share, or ☐                                             bps / with a minimum of                                                  

Signed:

X

/s/ William A. Coskey

Title: General Partner,

President

BHC Management Corp.

Date:

                March 25, 2021

Signed:

X

/s/ Hulda L. Coskey

Title: General Partner

Vice President

BHC Management Corp.

Date:

                March 25, 2021

Signed:

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/s/ Justin Tobe

Print Name:

            Justin Tobe

Date:

                3/26/21

Signed:

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/s/ Mark A. Hess

Print Name:

            Mark A. Hess

Date:

    3/26/21

As of the date hereof, Client is not aware of any material nonpublic information concerning Issuer or its securities, and is not subject to any legal, regulatory, or contractual restriction or undertaking that would prevent GS Entity and/or its affiliates from acting upon the instructions set forth in the Plan. Client is entering into the Plan in good faith and not as part of a plan or scheme to evade compliance with the federal or state securities laws.

Client has not entered and will not enter into or alter any corresponding or hedging transaction or position with respect to the securities covered by the Plan (including, without limitation, with respect to any securities convertible or exchangeable into the Shares).

Client acknowledges GS Entity and/or one of its affiliates, as applicable, may make a market in the Shares and will continue to engage in market-making activities while executing transactions on behalf of Client pursuant to the Plan.

Client does not have, and shall not attempt to exercise, any influence over how, when, or whether to effect transactions of Shares pursuant to the Plan and Client shall not discuss with GS Entity and its affiliates the timing of the transactions of Shares other than to confirm the trading instructions and describe them if necessary.

Client agrees to inform GS Entity as soon as possible of any of the following:

Any subsequent restrictions imposed on Client due to changes in the securities (or other) laws or due to other restrictions, regulatory or otherwise, or of any contractual or other restrictions imposed on Issuer that would prevent GS Entity and/or its affiliates or Client from complying with the Plan, and

The occurrence of any event as set forth in the Plan that would cause the Plan to be suspended or terminated under 3.4 or 3.5 of the Plan, respectively.

Client has consulted with Client’s own advisors as to the legal, tax, business, financial and related aspects of, and has not relied upon GS Entity or its affiliates, or any person affiliated with GS Entity and/or its affiliates in connection with, Client’s adoption and implementation of the Plan.

Other than any requirements set forth herein under 2.1 of the Plan, there are no contractual, regulatory, or other restrictions applicable to the sales of Shares contemplated under the Plan that would interfere with GS Entity’s or Broker’s ability to execute sales and effect delivery and settlement of such sales on behalf of Client, other than restrictions with respect to which the Client has obtained (and provided to GS Entity and Broker) all required consents, approvals and waivers; Client has, or will have , good, valid and marketable title to the Shares to be sold under the Plan, free and clear of all liens, encumbrances or adverse claims.

Client is solely responsible for, and will make, any required filing under Sections 13(d) or 13(g) of the Exchange Act.

Client shall notify Broker immediately in the event that any of the above representations or warranties become inaccurate or untrue, or Client fails to comply with any covenant, prior to the termination of this Plan.

Client understands and agrees that if Client is or becomes an affiliate or control person for purposes of Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), or if the Shares subject to the Plan are restricted securities subject to limitations under Rule 144, then all sales of Shares under the Plan will be made in accordance with the applicable provisions of Rule 144.

Client requests and authorizes GS Entity to complete and file on Client’s behalf any Forms 144 (signed by Client) necessary to effect sales under the Plan.

If appropriate, Client understands and agrees that, upon Client’s prompt execution and delivery to GS Entity of Form 144, GS Entity will either: (i) make one Form 144 filing at the beginning of each three-month period commencing with the date of the first sale made in connection with the Plan or (ii) file a Form 144 for each sale made in connection with the Plan.

Each Form 144 shall state the following: “The sales of shares set forth herein are made in connection with a selling plan dated [the Plan’s adoption date] that is intended to comply with Rule 10b5-1(c). The representation below regarding the seller’s knowledge of material information was true as of the date the selling plan was entered into.”

GS Entity or one of its affiliates will conduct sales pursuant to the manner of sale requirements of Rule 144(f) and/or (g) if appropriate, and complying with the Rule 144(e) volume limitations as if the sales under the Plan were the only sales subject to the volume limitations.

Client agrees not to take any action or to cause or to permit any other person or entity to take any action that would require Client to aggregate sales of Shares subject to the Plan with any other sales of shares as may be required by Rule 144; and not to take any action that would cause the sales of Shares under the Plan not to comply with Rule 144.

Execution, Average Pricing, and Pro Rata Allocation of Transactions

GS Entity will deem all orders as day orders only and not held. A “not held” order permits GS Entity to use reasonable judgment, exercising price and time discretion, as to when to execute the order.

GS Entity or one of its affiliates, as applicable, may execute Client’s order: (i) in a single transaction or multiple transactions during the course of the day, and/or (ii) in aggregate with other orders of Issuer’s securities that may or may not have been adopted pursuant to a Rule 10b5-1 plan.

In the event of a stock split or reverse stock split, the quantity and price at which the Shares are to be transacted will be adjusted proportionately.

In the event of a reincorporation or other corporate reorganization resulting in the substitution of other securities for the Shares, then the new securities will automatically replace the shares originally specified in the Plan.

Suspension: Transactions of Shares pursuant to the Plan shall be suspended where:

Trading of the Shares on the principal exchange or market on which the Shares trade is suspended for any reason;

GS Entity or one of its affiliates, in its sole discretion, determines that there is a legal, regulatory, or contractual reason why it cannot effect transactions of Shares pursuant to the Plan; or

GS Entity or one of its affiliates is notified in writing by Issuer, or by Client with the written acknowledgement of Issuer, that a transaction of Shares should not be effected due to legal, regulatory, or contractual restrictions applicable to Issuer or to Client (including, without limitation, Regulation M).

Client understands that GS Entity or Broker may be unable to effect sales under the Plan consistent with ordinary principles of best execution due to insufficient volume of trading, failure of the Shares to reach and sustain a limit order price, or other market factors in effect on the date of a sale.

Termination: The Plan shall terminate on the earliest to occur of the following:

The termination date specified in ANNEX A;

The completion of all transactions in ANNEX A;

GS Entity’s reasonable determination that: (i) the Plan does not comply with Rule 10b5-1(c) or other applicable laws, (ii) Client has not complied with the Plan, or (iii) Client’s representations or warranties are not true and correct, or Client can no longer make such representations and warranties;

GS Entity receives notice of the death, dissolution, liquidation, bankruptcy, or insolvency of Client or Issuer, as applicable;

GS Entity receives notice of the closing of a merger, recapitalization, acquisition, tender or exchange offer, or other business combination or reorganization resulting in the exchange or conversion of Shares of Issuer into shares of another company;

The stock of Issuer is no longer listed on a national securities exchange; or

GS Entity receives notice in writing of termination of the Plan from Client substantially in the form of ANNEX B, with the written acknowledgement of Issuer.

Amendment: The Plan may be amended only in writing entered into by Client and GS Entity, and acknowledged in writing by Issuer:

at a time when Client is otherwise permitted to effect transactions under Issuer’s trading policies, and does not possess material non-public information about Issuer or its securities, and

such amendment is consistent with Issuer’s policies and trading restrictions, including the Issuer’s insider trading policy.

This Plan modifies and supplements any client agreement with the GS Entity (“Client Agreement”), solely for the purpose of effecting this Plan in accordance with the terms herein. In all other respects, the terms and conditions of such Client Agreement shall continue to govern the relationship with the GS Entity. Capitalized terms used in this Plan and not otherwise defined herein shall have the meanings specified in the Client Agreement. In the event of any inconsistency between the provisions of this Plan and the Client Agreement, this Plan shall prevail to the extent of such inconsistency.

Indemnification

Where GSBZ is checked as the GS Entity on page 1, for the purpose of this Plan and any Transaction entered into hereunder, Client hereby explicitly authorizes GSBZ to communicate, forward any information and materials obtained from Client, or related to Client, including certain personal data relating to Client, beneficial owners, authorized signatories and other authorized persons on the account, to GSI, GSBE, Broker or their respective affiliates as is suitable. Client hereby release GSBZ from all statutory or contractual secrecy obligations (including Swiss banking secrecy, securities dealers’ secrecy, financial privacy and/or data protection) with respect to the matters set forth above. Client agrees to the processing, storage and/or transfer of such data and understands and acknowledges that the affiliates of GSBZ are established in jurisdictions outside Switzerland that may not have data protection laws that afford an equivalent protection.

Governing Law

Subject to sub-paragraph (b) below, this Plan and each transaction entered into hereunder will be governed by, and construed and enforced in accordance with, the law of the State of New York without reference to its choice of law doctrine.

Notwithstanding the foregoing where this Plan is entered into between Client and:

GSI, GSALLC or GSSP as GS Entity, this Plan and all non-contractual obligations arising out of or in relation to this Plan shall be governed by, and construed and enforced in accordance with, English law;

GSBE as GS Entity, this Plan and all non-contractual obligations arising out of or in relation to this Plan shall be governed by and construed in accordance with the governing law of the Client Agreement; or

GSBZ as GS Entity, this Plan is subject to Swiss law and in particular to Swiss mandate law according to art. 394 ss. of the Swiss Code of Obligations. For the avoidance of doubt the choice of Swiss law extends to the issues covered by the Hague Convention on the Law applicable to certain Rights in respect of Securities held with an Intermediary of 5 July 2006 (Hague Securities Convention). Place of performance, place for debt enforcement and collection proceedings for Client and venue for all proceedings is Zurich, Switzerland. GSBZ is, however, entitled to take legal action against the Client before any competent court or administrative authority in Switzerland or abroad. Swiss law shall also be applicable in such cases, provided that, all terms and phrases which are used in this Plan and which expressly refer to statutory provisions of the United States of America or any state thereof shall be governed by and construed in accordance with the federal laws of the United States of America and the law of the State of New York without regard to the choice of law provisions thereof.

Client understands that commercially reasonable efforts will be made to transmit transaction information for open market transactions under the Plan by close of business on the day of the transaction, but no later than the close of business on the first trading day following the transaction, to the attention of the contact names at the e-mail addresses provided below:

Contact Name

Firm / Company

E-mail Address

Client acknowledges that neither Broker nor its affiliates shall have responsibility or liability for filing a Form 4 with the SEC.

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