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).

Scope of Services. During the Term, Avail shall provide to Customer one or more “Service Types” as designated on [Schedule 1] to this Agreement (collectively, the “Strategic Services”).

Performance of Services. Avail shall use commercially reasonable efforts in its performance of the Strategic Services. Customer acknowledges and agrees that: # Avail is authorized to subcontract with one or more vendors or contract research organizations (“CROs”) to perform certain aspects of the Strategic Services so long as a non-disclosure agreement (“NDA”) is in place to govern the handling of Customer’s confidential information that is at least equivalent to the NDA in place between Avail and Customer; # nothing in this Agreement shall in any way preclude Avail or Customer from

Fees for Services. As consideration payable to Avail for providing the Strategic Services, Customer shall pay to Avail, in the manner described in [Section 6.4], the following amounts:

Services by Indemnitee. Indemnitee agrees to serve as a director and/or executive officer of the Company so long as he or she is duly appointed or elected and qualified in accordance with the applicable provisions of the Articles of Incorporation and bylaws of the Company or any subsidiary of the Company and until such time as he or she resigns or fails to stand for election or is removed from his or her position. Indemnitee may, at any time and for any reason, resign or be removed from such position (subject to any other contractual obligation or other obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in any such position.

Third Party Services. Any services required for or contemplated by the performance of the above-referenced services by the Administrator to be provided by unaffiliated third parties (including independent auditors' fees and counsel fees) may, if provided for or otherwise contemplated by the Financing Order and if the Issuer deems it necessary or desirable, be arranged by the Issuer or by the Administrator at the direction (which may be general or specific) of the Issuer. Costs and expenses associated with the contracting for such third-party professional services may be paid directly by the Issuer or paid by the Administrator and reimbursed by the Issuer in accordance with [Section 2], or otherwise as the Administrator and the Issuer may mutually arrange.

2.1In consideration for Consultant providing the Services described above in accordance with the terms of this Agreement, BD shall pay Consultant a fee (the “Consulting Fee”) at a rate of ​ per year, payable in quarterly installments, with the first installment being paid on or about ​.

Products and Services. Part ​(a) of the Disclosure Schedule identifies each Product sold or offered for sale by the Seller or any Seller Affiliate as of the date of this Agreement.

Money Services Business. The Borrower is not, nor is required to be registered as, nor will it at any time during the term of this Agreement be, or be required to be registered as, a “Money Services Business” within the meaning of the FinCEN rules at 31 C.F.R. 1010.100(ff).

No Services Charge. The Company will not impose any service charge on any Holder for any transfer, exchange or exercise of any Warrant.