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 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 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 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”):

INVALID PROVISION. In the event any provision of this Agreement should be or become invalid or unenforceable, such facts shall not affect the validity and enforceability of any other provision of this Agreement. Similarly, if the scope of any restriction or covenant contained herein should be or become too broad or extensive to permit enforcement thereof to its full extent, then any such restriction or covenant shall be enforced to the maximum extent permitted by law, and Employee hereby consents and agrees that the scope of any such restriction or covenant may be modified accordingly in any judicial proceeding brought to enforce such restriction or covenant.

Whistleblower Provision. Nothing contained in this Agreement shall be construed to prevent Employee from reporting any act or failure to act to the Securities and Exchange Commission or other governmental body or prevent Employee from obtaining a fee as a “whistleblower” under Rule 21F-17(a) under the Securities Exchange Act of 1934 or other rules or regulations implemented under the Dodd-Frank Wall Street Reform Act and Consumer Protection Act.

Recoupment Provision. In the event of intentional misconduct of the ​ that causes the Company material financial or material reputational harm, or contributes a restatement of the Company’s consolidated financial statements, the Company may take one or more of the following actions with respect to the Award, as determined by the Human Resources & Compensation Committee of the Board in its sole discretion, and the ​ shall be bound by such determination:

Forfeiture Provision. The Executive shall forfeit any unpaid benefit hereunder, if the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company):

Services. Services rendered to the Company or an Affiliate (i.e. bonus); and/or

Services. Beginning ​, you will act as a consultant for ​, advising on business and finance issues where your expertise is needed.