In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as the same exists or hereafter may be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were provided prior thereto), promptly upon the receipt of written demand, against any and all Losses. If so requested by Indemnitee, the Company shall advance any and all Expenses to Indemnitee (whether such funds are paid directly on Indemnitee’s behalf, advanced to Indemnitee in an amount sufficient pay such Expenses or reimbursed to Indemnitee after Indemnitee pays such Expenses, an “Expense Advance”). Indemnitee’s right to an Expense Advance is not subject to the satisfaction of any standard of conduct. Without limiting the generality of the foregoing, unless payment in full has actually been made to or on behalf of Indemnitee under any insurance policy or Other Indemnity Provision (as defined in [Section 11] below), within ten (10) business days after any request by Indemnitee, the Company shall, in accordance with such request, # pay such Expenses on behalf of Indemnitee, # advance to Indemnitee funds in an amount sufficient to pay such Expenses, or # reimburse Indemnitee for such Expenses. Notwithstanding anything in this Agreement to the contrary (except as set forth in [Section 5]), prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or the Board of Directors of the Company has consented to the initiation of such claim.

Unfunded Arrangement. Each Participant and any beneficiary of such Participant are general unsecured creditors of the Bank for the payment of benefits under this Plan. The benefits represent the mere promise by the Bank to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on a Participant’s life is a general asset of the Bank to which the Participant and the Participant’s beneficiary have no preferred or secured claim.

Consulting Arrangement. Beginning on ​ and continuing through ​ (the “Consulting Period”), you agree to provide consulting services as provided herein to AFG and any related organizations, including, without limitation, any and all subsidiaries and affiliates of ​ and their officers and directors (collectively, the “Company”), making yourself available to answer questions and consult with the Company upon reasonable request. You further agree to use your best efforts to make yourself available at reasonable times and for reasonable periods of time thereafter if your cooperation is required or requested to assist the Company in connection with litigation or regulatory inquiries relating to matters arising while you were an officer of the Company. During the Consulting Period, you will be provided with office space, administrative assistance, parking, conference and dining services and equipment necessary to fulfill your responsibilities under this paragraph. In consideration of your willingness to provide these consulting services, you will be paid a consulting fee (“Consulting Fee”) of ​ per year, paid in equal quarterly installments of ​ on January 1, April 1, July 1 and October 1 during 2014, 2015, 2016 and 2017. As an independent consultant during the Consulting Period, you will bear responsibility for all applicable taxes, including without limitation, the federal self-employment tax and withholding for federal income taxes and Social Security.

Basic Limitation. Shares offered under the Plan shall be authorized but unissued Shares or treasury Shares. The aggregate number of Shares authorized for issuance as Awards under the Plan, as of the Restatement Effective Date, shall not exceed 3,916,267 Shares (reflecting 916,267 Shares that remained available for grant under the Plan as of ​ plus an increase to the total number of shares that may be issued under the Amended and Restated 2020 Plan of 3,000,000 shares), less # any shares that were subject to an award granted under the 2020 Plan after ​ and prior to the Restatement Effective Date, plus # any shares that may subsequently become available for issuance under the Amended and Restated 2020 Plan as described in subsection # of this [Section 5]). Notwithstanding the foregoing, the number of Shares that may be delivered in the aggregate pursuant to the exercise of ISOs granted under the Plan shall not exceed 500,000 Shares plus, to the extent allowable under Section 422 of the Code, any Shares that become available for issuance under the Plan pursuant to [Section 5(b)]. The limitations of this [Section 5(a)] shall be subject to adjustment pursuant to [Section 12]. The number of Shares that are subject to Awards outstanding at any time under the Plan shall not exceed the number of Shares which then remain available for issuance under the Plan. The Company shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan.

Basic Rule. In the event that the Advisor determines that any payment or transfer by the Company under the Plan to or for the benefit of a Participant (a “Payment’) would be nondeductible by the Company for federal income tax purposes because of the provisions concerning “excess parachute payments” in Section 280G of the Code, then the aggregate present value of all Payments shall be reduced (but not below zero) to the Reduced Amount. For purposes of this [Section 17], the “Reduced Amount” shall be the amount, expressed as a present value, which maximizes the aggregate present value of the Payments without causing any Payment to be nondeductible by the Company because of Section 280G of the Code.

Basic Calculation. Subject to [Section 3.5], [Section 3.6], and [Section 4.1], the short-term incentive compensation earned by each Participant during a Plan Year will equal the product of # such Participant’s target incentive amount, as determined in accordance with [Section 3.2], # the Business Performance Factor established for such Participant, and # such Participant’s Individual Performance Multiplier.

2.01The Merger. At the Effective Time (as defined below) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Delaware General Corporations Law (the “DGCL”) and the Nevada Revised Statutes (the “NRS”), Merger Sub shall be merged with and into BioSculpture, the separate corporate existence of Merger Sub shall cease, and BioSculpture shall continue as the surviving corporation and a wholly-owned subsidiary of SRSG. BioSculpture, following the Merger, is sometimes referred to herein as the

Basic Transaction. In accordance with the terms and upon the conditions of this Agreement, at the Closing Seller shall sell, transfer, assign, convey and deliver to Buyer all right, title and interest in and to all of the Partnership Securities, free and clear of all Liens.

Basic "At Will" Rule. The Employment Term shall begin upon the Effective Date and shall continue thereafter until terminated by the Company or Executive. Executive acknowledges and agrees that her employment with the Company is “at will” and may be terminated at any time, with or without notice, with or without good cause, or for any or no cause, at the option of either the Company or Executive. Executive understands and agrees that neither her job performance nor promotions, commendations, bonuses or the like from the Company shall give rise to, or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of Executive’s at-will employment with the Company.

Eligible Automatic Contribution Arrangement (EACA). If elected in the Adoption Agreement, the Employer maintains a Plan with Automatic Deferral provisions as an Eligible Automatic Contribution Arrangement (EACA) and the following provisions will apply: