BioSculpture Stock Options and Warrants. Except as disclosed in Section

Stock Options; Warrants. At the Effective Time of the Acquisition, the merged entities will have no outstanding options or warrants issued.

of the BioSculpture Disclosure Schedule, as of the date of this Agreement BioSculpture has no outstanding BioSculpture Options or warrants or other BioSculpture Securities Rights. As of the effective time, each BioSculpture Option, BioSculpture warrant or other BioSculpture Securities Right that is outstanding immediately prior to the Effective Time, whether or not then vested, exercisable, exchangeable or convertible, shall, by virtue of the Merger and without any action on the part of the holder thereof or on the part of SRSG, BioSculpture, the Merger Sub or any other Person, be assumed by SRSG and shall be converted into an option or Securities Right with respect to SRSG Common Stock (such option or Securities Right, an “Assumed Option”) or a Warrant with respect to SRSG Common Stock (an “Assumed Warrant”), in accordance with this [Section 2.05], and as such shall be obligations of SRSG. Each such Assumed Option and Assumed Warrant, as so assumed and converted, shall continue to have, and shall be subject to, the same terms and conditions as applied to the BioSculpture Option, BioSculpture warrant or other BioSculpture Securities Right immediately prior to the Effective Time, and such terms and conditions after such assumption and conversion shall survive the Closing. As of the Effective Time, each such Assumed Option and Assumed Warrant shall be vested, exercisable, exchangeable or convertible to acquire that number of shares of SRSG Common Stock equal to the Option Exchange Amount, for Assumed Options, or the Warrant Exchange Amount, for Assumed Warrants. The price per share for SRSG Common Stock (rounded up to the nearest whole cent) upon vesting, exercise, exchange or conversion of the Assumed Options or the Assumed Warrants, as the case may be, shall be equal to the quotient obtained by dividing # the exercise price per share of the BioSculpture Common Stock under such Assumed Option or Assumed Warrant by # the Exchange Ratio; provided, that the exercise price and the number of shares of SRSG Common Stock subject to the Assumed Option or Assumed Warrant shall be determined in a manner consistent with any applicable requirements of Section 409A of the Code and, in the case of Assumed Options that are intended to qualify as incentive stock options within the meaning of Section 422 of the Codes, shall be determined in a manner consistent with Section 424(a) of the Code. Notwithstanding the foregoing, in the case of shares of BioSculpture Common Stock that were subject to restricted stock grants, restricted stock units or terms for lapsing of restrictions on vesting prior to the Effective Time (“Restricted BioSculpture Stock”), the BioSculpture Common stock that is vested, conferred or obtained upon lapsing or other termination of such restriction shall be cancelled and converted into the right to receive the number of shares of SRSG Common Stock equal to the Exchange Ratio, in accordance with [Section 2.05(a)] of this Agreement. At or prior to the Effective Time, SRSG shall reserve for future issuance a number of shares of SRSG Common Stock at least equal to the number of such shares that will be issuable upon vesting, exercise, exchange or conversion of the Assumed Options and Assumed Warrants and Restricted BioSculpture Stock.

of the BioSculpture Disclosure Schedule, as of the date of this Agreement and upon the Closing there are and shall be no issued, outstanding or authorized BioSculpture Options or other options, warrants, purchase rights, subscription rights, stock purchase rights, restricted stock units or grants, dividend or distribution rights, debt or equity conversion rights, exchange rights, preemptive rights, registration rights, repurchase rights, vesting rights, lapses of restrictions, redemption rights, convertible notes or other Indebtedness instruments or convertible note or other Indebtedness obligations or other rights, contracts, instruments or understandings in regard to BioSculpture capital stock or other securities or that could require BioSculpture to issue, sell, acquire, exchange, convert, redeem or otherwise cause to become registered, acquired, issued or outstanding any of its capital stock or securities; and there are and shall be no outstanding or authorized stock appreciation, contingent value rights, phantom stock, profit participation, stock or equity awards, stock or equity grants, stock plans, equity or incentive or performance-based compensation or similar rights, securities, agreements, instruments or understandings with respect to BioSculpture or its respective capital stock or securities; and there are and shall be no voting rights, voting trusts, proxies, or other rights, securities, agreements, instruments or understandings with respect to the voting of the capital stock, indebtedness or securities of BioSculpture (any of the foregoing, “BioSculpture Securities Rights”).

By its approval of this Agreement, the Company’s Board of Directors has approved the issuance to Executive of an option to acquire 5,000,000 shares of the Company’s Common Stock, under and pursuant to the provisions of the ​ 2007 Stock Option Plan, as adopted by the Company’s Board of Directors and as approved by the Company’s Shareholders (the “Plan”) and on the terms set forth in the Stock Option Agreement annexed to this Agreement as [Exhibit A] (the “Option Agreement”), which provides inter alia that such option shall vest as set forth below, and be exercisable at the exercise price of $0.24 per share (which is the closing market price of the Company’s Common Stock on the date hereof) at any time during the five (5) year period following the date hereof (subject to earlier termination as provided under the Plan):

Stock Options. You will also be granted a non-qualified stock option to purchase a number of shares of the common stock of the Company equal to 0.65% of the Company’s fully-diluted common stock. The exercise price per share will be equal to the fair market value per share on the grant date of such options by the Compensation Committee of the Board of Directors. You will vest in 25% of the option shares on the first anniversary of the commencement of employment and 1/36th of the option shares each month thereafter. The terms and conditions of the options will be more fully described in the Company’s Amended and Restated 2003 Stock Incentive Plan and Stock Option Agreement to be provided to you.

Stock Options. Any outstanding stock options held by an employee as of the date of his or her Qualifying Retirement shall be exercisable only to the extent such stock options are exercisable as of such date or become exercisable pursuant to the terms of the underlying option award agreements and shall remain exercisable until the option expiration date.

Stock Options. While you are employed by the Company, you will be eligible to participate in the Parent’s 2015 Omnibus Incentive Plan or such other equity-based long-term incentive compensation plan, program or arrangement generally made available to similarly situated senior executives of the Company from time to time (the “Plan”), as determined in the sole and absolute discretion of the Board of Directors of the Parent (the “Parent Board”) or authorized committee thereof.

Stock Options. In connection with this First Amendment, Employee will be awarded non-qualified stock options to purchase 100,000 shares of the Company’s common stock, par value $0.01 per shares (the “New Options”). [Section 3(d)(i)] of the Employment Agreement, as amended by this First Amended, shall be deemed to apply to the New Options.

Stock Options. The Committee (or, with respect to Directors, the Board) may grant Options in accordance with the Plan, the terms and conditions of which shall be set forth in an Agreement. Each Option and Option Agreement shall be subject to the following conditions: