Appointment and Provision of Services. The Company and ​ hereby appoints the Manager to perform the following services all at Manager’s sole cost and expense (collectively, the “Services”):

Provision of Services. BTMB agrees to perform the work set forth in the Rider(s) attached hereto as [Attachment A] (hereafter referred to as the “Services”). The Parties may, by mutual written agreement, add additional Rider(s) to this Agreement from time to time during the Term of this Agreement. Each Rider is hereby incorporated by reference as an integral part of and will be subject to the terms and conditions of this Agreement upon execution by both BTMB and Magenta. In the event that any term or condition of this Agreement is inconsistent with any term or condition set forth in the corresponding Rider(s), the term or condition of this Agreement shall prevail, unless such Rider expressly amends a provision of this Agreement, in which case the terms or conditions of the Rider prevails with respect to the Services described in such Rider. The Parties warrant that all respective obligations will be performed in accordance with the terms of this Agreement and the corresponding Rider(s).

Provision of Services. Pursuant to the terms and subject to the conditions of this Agreement, Seller shall provide, or cause to be provided, to the ​, the transition services described in attached [Schedule A] (collectively, the “Transition Services”).

Provision of Professional Services. Provider shall ensure that all Professional Services are carried out in accordance with applicable law and generally accepted scientific and professional practice and professionally recognized standards, including current and future prevailing community standards relating to the quality of professional services.

APPOINTMENT. The Company and the Operating Partnership hereby appoint the Advisor to serve as their advisor on the terms and conditions set forth in this Agreement, and the Advisor hereby accepts such appointment.

Appointment. Each of the Lenders and the L/C Issuer hereby irrevocably appoints, designates and authorizes ​ to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this [Article IX] are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. In addition, to the extent required under the laws of any jurisdiction other than the United States of America, each of the Lenders hereby grants to the Administrative Agent any required powers of attorney to execute any Loan Document governed by the laws of such jurisdiction on such Lender’s behalf.

Appointment. Each Limited Partner hereby makes, constitutes and appoints the General Partner his true and lawful attorney-in-fact for him and in his name, place and stead and for his use and benefit, from time to time:

Appointment. Each Canadian Subsidiary, or Domestic Subsidiary, or U.K. Subsidiary, as applicable, of ​ that is or becomes a “Designated Borrower” pursuant to this [Section 2.18] hereby irrevocably appoints ​ to act as its agent for all purposes of this Agreement and the other Loan Documents and agrees that # ​ may execute such documents on behalf of such Designated Borrower as ​ deems appropriate in its sole discretion and each Designated Borrower shall be obligated by all of the terms of any such document executed on its behalf, # any notice or communication delivered by any Agent or any Lender to ​ shall be deemed delivered to such Designated Borrower, and # any Agent or any Lender may accept, and be permitted to rely on, any document, instrument or agreement executed by ​ on behalf of any such Designated Borrower.

Clawback Provision. As a condition of receiving the Award, the Participant acknowledges and agrees that the Participant's rights, payments and benefits with respect to the Award Shares shall be subject to such recovery or clawback as may be required pursuant to any applicable federal or other law or regulation, any applicable listing standard of any national securities exchange or system on which the Stock is then listed or reported or the terms of any recoupment, clawback or similar policy as may be adopted from time to time by the Board or the Committee, which could in certain circumstances require repayment or forfeiture of the Award Shares or any shares of Stock or other cash or property received with respect to the Award Shares. Except where offset of, or recoupment from, incentive compensation covered by Code Section 409A is prohibited by Code Section 409A, to the extent allowed by law and as determined by the Committee, the Participant agrees that such repayment may, in the discretion of the Committee, be accomplished by withholding of future compensation to be paid to the Participant by the Company. Any recovery of incentive compensation covered by Code Section 409A shall be implemented in a manner that complies with Code Section 409A.

Invalid Provision. The invalidity or unenforceability of any particular provision thereof shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted.

Spendthrift Provision. Except as otherwise provided in this [Section 7.4], no Participant or Beneficiary shall have any interest in any Account which can be transferred nor shall any Participant or Beneficiary have any power to anticipate, alienate, dispose of, pledge or encumber the same while in the possession or control of the Participating Employers. The Plan Administrator shall not recognize any such effort to convey any interest under this Plan. No benefit payable under this Plan shall be subject to attachment, garnishment, or execution following judgment or other legal process before actual payment to such person.

Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder, if applicable.

Saving Provision. The Company and Consultant agree and stipulate that the agreements set out in [Section 2] above are fair and reasonably necessary for the protection of the business, goodwill, confidential information, and other protectable interests of the Company in light of all of the facts and circumstances of the relationship between Consultant and the Company. In the event a court of competent jurisdiction should decline to enforce those provisions, they shall be deemed to be modified to restrict Consultant to the maximum extent which the court shall find enforceable; however, in no event shall the above provisions be deemed to be more restrictive to Consultant than those contained herein.

Services. The Company engages Consultant to perform consulting services, on an as-needed basis, as requested from time to time by the Company’s Chief Executive Officer or the Company’s Chief Financial Officer.

Services. Tenant shall be responsible for the cost of supplying electricity to the Equipment, including electricity usage, installation, maintenance and repair of any Connections and of any separate meter required by Landlord. Electric usage shall be determined, at Landlord’s option, either # by meter installed by Landlord at Tenant’s sole cost and expense, or # by Landlord’s reasonable estimate based upon the quantity of use by Tenant, the manufacturer’s specifications for electrical usage of the Equipment and any other relevant factors. Tenant shall pay Landlord monthly, within thirty (30) days after being billed therefor, for all electricity used by Tenant or any Tenant Parties in connection with the operation of the Equipment.

Services. Advisor agrees to # advise the Company on general strategic business and technical matters in line with the responsibilities set forth in [Appendix A], # use his/her best efforts to meet with the Company’s Board of Directors and/or management in person once ever calendar quarter, and # collaborate and provide advice and assistance to the Company as is mutually agreed by the parties (collectively, the “Services”).

Services. The Executive shall exert the Executive’s best efforts and devote substantially all of the Executive’s time and attention to the affairs of the Companies. The Executive shall perform the duties which are generally assigned to executives in similar positions in corporations of similar size as the Companies. The Executive shall report directly to the Chief Executive Officer.

Services. Employee shall perform the following duties and exercise such powers as are usually performed by the following duties