Conversion of BioSculpture Common Stock. At the Effective Time, each share of BioSculpture Common Stock issued and outstanding immediately prior to the Effective Time (other than any BioSculpture Common Stock to be canceled pursuant to [Section 2.05(c)] and any Dissenting Shares, as defined and provided in [Section 2.06]) shall be converted into the right to receive that number of shares of SRSG Common Stock equal to the Exchange Ratio, as defined below (such number of shares, the “Merger Consideration”). The Exchange Ratio as of Closing shall be 4.756 shares of SRSG Common Stock for each share of BioSculpture Common Stock, after consummation of the Reverse Split (as defined in [Section 7.10]) and the Minimum Financing (as defined in [Section 7.09]) as of the time of Closing (the “Exchange Ratio”), subject to any adjustment or modification of such ratio that may be agreed to by SRSG and BioSculpture in writing as of the Closing due to factors that may include changes in the amount of Equity Financing accepted as of the time of Closing. Subject to any such adjustment or modification, the capitalization of SRSG and the percentage ownership of its equity shares after satisfaction of the Closing Conditions and after payment of the Merger Consideration at the Exchange Ratio, as of the Closing, shall be as set forth in [Section 7.11] and the annexed [Exhibit C] to this Agreement.

·“Exchange Ratio”, as further defined in [Section 2.05(a)], means 14.269 shares of BioSculptureSRSG Common Stock. At the Effective Time,Stock for each share of BioSculpture Common Stock issuedStock, before the Reverse Split provided for in [[Section 7.10, and outstanding immediately prior to the Effective Time (other than any BioSculpture Common Stock to be canceled pursuant to [Section 2.05(c)4.756]6]] and any Dissenting Shares, as defined and provided in [Section 2.06]) shall be converted into the right to receive that number of shares of SRSG Common Stock equal to the Exchange Ratio, as defined below (such number of shares, the “Merger Consideration”). The Exchange Ratio as of Closing shall be 4.7566] shares of SRSG Common Stock for each share of BioSculpture Common Stock, after consummation of the Reverse Split (as defined in [Section 7.10]) and the Minimum Financing (as definedprovided for in [Section 7.09]) as of the time of Closing (the “Exchange Ratio”), subject to any adjustment or modification of such ratio that may be agreed to by SRSG and BioSculpture in writing as of the ClosingClosing, pursuant to [Section 2.05(a)], due to factors that may include changes in the amount of Equity Financing accepted as of the time ofupon Closing. Subject to any such adjustment or modification, the capitalization of SRSG and the percentage ownership of its equity shares after satisfaction of the Closing Conditions and after payment of the Merger Consideration at the Exchange Ratio, as of the Closing, shall be as set forth in [Section 7.11] and the annexed [Exhibit C] to this Agreement.

7.11Post-Closing Capitalization. Following the Closing and the satisfaction of BioSculpture Common Stock. At the Effective Time, each shareconditions to Closing provided for in this Agreement, there will be a total of BioSculpture35,440,000 shares of SRSG Common Stock issued and outstanding immediately prior tooutstanding, including the Effective Time (other than any BioSculpture Common Stock to be canceled pursuant to [Section 2.05(c)] and any Dissenting Shares, as defined andshares issued in exchange for the proceeds of the Minimum Financing provided for in [Section 2.06])7.09], as referred to in the annexed “[Exhibit C] - Share Ownership Post Closing”, of which BioSculpture shall be converted into the right to receive thathold not less than 84.7% of such total number of shares of SRSG Common Stock equal tofollowing the Exchange Ratio, as defined below (suchClosing, unless another number or percentage of shares, the “Merger Consideration”). The Exchange Ratio as of Closing shall be 4.756total issued and outstanding shares of SRSG Common Stock for each share of BioSculpture Common Stock, after consummation of the Reverse Split (as defined in [Section 7.10])shall be accepted and the Minimum Financing (as defined in [Section 7.09]) as of the time of Closing (the “Exchange Ratio”), subject to any adjustment or modification of such ratio that may be agreed to by SRSG and BioSculpture in writing as of the Closing due to factors that may include changes in the amount of Equity Financing acceptedby BioSculpture as of the time of Closing. Subject toSuch total number of issued and outstanding shares of SRSG Common Stock after the Reverse Split and following the Closing shall not be diluted, increased or modified by any such adjustment or modification,of the capitalization of SRSGfollowing, and the percentage ownership of its equity shares after satisfactiontotal SRSG Common Stock held by BioSculpture upon Closing shall not be decreased by any of the Closing Conditionsfollowing, and after paymentall of the Merger Consideration atfollowing shall be validly redeemed, repurchased, converted, exchanged, exercised or terminated prior to the Exchange Ratio, asReverse Split and prior to consummation of the Closing, shall be as set forth in [Section 7.11]Closing: # all issued SRSG Preferred Stock and the annexed [Exhibit C] to this Agreement.# all SRSG Securities Rights.

2.05Maximum Number of BioSculptureShares of SRSG Common Stock. AtStock to Be Issued; Effect on Outstanding Securities of BioSculpture, Merger Sub. The consideration to be paid by SRSG in connection with the Merger shall be the Merger Consideration (as defined below). On the terms and subject to the conditions of this Agreement, as of the Effective Time, each shareby virtue of the Merger and without any action on the part of SRSG or Merger Sub, BioSculpture Common Stock issued and outstanding immediately prior toor the Effective Time (other thanholder of any BioSculpture Common Stock to be canceled pursuant to [Section 2.05(c)] and any Dissenting Shares, as defined and provided in [Section 2.06])or BioSculpture Option, the following shall be converted into the right to receive that number of shares of SRSG Common Stock equal to the Exchange Ratio, as defined below (such number of shares, the “Merger Consideration”). The Exchange Ratio as of Closing shall be 4.756 shares of SRSG Common Stock for each share of BioSculpture Common Stock, after consummation of the Reverse Split (as defined in [Section 7.10]) and the Minimum Financing (as defined in [Section 7.09]) as of the time of Closing (the “Exchange Ratio”), subject to any adjustment or modification of such ratio that may be agreed to by SRSG and BioSculpture in writing as of the Closing due to factors that may include changes in the amount of Equity Financing accepted as of the time of Closing. Subject to any such adjustment or modification, the capitalization of SRSG and the percentage ownership of its equity shares after satisfaction of the Closing Conditions and after payment of the Merger Consideration at the Exchange Ratio, as of the Closing, shall be as set forth in [Section 7.11] and the annexed [Exhibit C] to this Agreement.occur.

Pursuant to the Merger and on the terms and conditions of BioSculpture Common Stock. Atthis Agreement, all of the Effective Time, each shareissued and outstanding shares of BioSculpture Common Stock issued and outstanding immediately prior to the Effective Time (other than any BioSculpture Common Stock to be canceled pursuant to [Section 2.05(c)] and any Dissenting Shares, as defined and provided in [Section 2.06]) shall be converted into the right to receive that number of shares of SRSG Common Stock equal to the Exchange Ratio,Stock, as such terms are defined below (such number of shares, the “Merger Consideration”). The Exchange Ratio as of Closing shall be 4.756 shares of SRSG Common Stock for each share of BioSculpture Common Stock, after consummation of the Reverse Split (as defined in [Section 7.10]) and the Minimum Financing (as defined in [Section 7.09]) as of the time of Closing (the “Exchange Ratio”), subject to any adjustment or modification of such ratio that may be agreed to by SRSG and BioSculpture in writing as of the Closing due to factors that may include changes in the amount of Equity Financing accepted as of the time of Closing. Subject to any such adjustment or modification, the capitalization of SRSG and the percentage ownership of its equity shares after satisfaction of the Closing Conditions and after payment of the Merger Consideration at the Exchange Ratio, as of the Closing, shall be as set forth in [Section 7.11] and the[Exhibit A] annexed [Exhibit C] to this Agreement.