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. Subject to the approval and sole discretion of the Board, Employee shall be granted a non-qualified option (the “Option”) to acquire 475,000 shares of common stock (the “Shares”), which shall be subject to the terms of the Company’s 2015 Stock Option Plan or 2021 Omnibus Equity Compensation Plan, as each may be amended from time to time, and any associated equity and/or grant agreement required to be entered into by Employee and the Company. The Shares will be subject to a four (4) year vesting schedule. Twenty-five percent of the Shares shall vest on the one (1) year anniversary of the date of grant (the “Vesting Commencement Date”), and the remaining Shares shall vest as follows: 25% of the Shares at the end of each successive twelve (12) month period following the Vesting Commencement Date, provided that the Employee is still employed by the Company pursuant to this Agreement on each respective Vesting Date. The exercise price of the Shares shall be determined on May 2, 2022.

Stock Options. The Company shall grant to the Officer, pursuant to and subject to the terms and conditions of the Regional Health Properties, Inc. 2020 Equity Incentive Plan (the “2020 Plan”):

Stock Options. As additional compensation hereunder, 100,000 stock options with a market strike price that are issued in 4 tranches. 25% offered immediately and the remainder will vest quarterly.

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. On the first day following January 1 that the New York Stock Exchange is open for trading (the “First Trading Day”), each Eligible Director shall automatically be granted a Non-Qualified Stock Option with a fair market value (computed as of the date of grant in accordance with applicable financial accounting rules) equal to $75,000 (the “Annual Option Grant”). The number of shares subject to the Annual Option Grant shall be determined using the closing price of the Common Stock on the grant date, and rounding this number to the nearest integer multiple of one hundred (100) shares. With respect to an individual who becomes an Eligible Director during a calendar year after the First Trading Day, such Eligible Director’s Annual Option Grant for that year shall have a fair market value obtained by multiplying $75,000 by a fraction, the numerator of which is the number of whole calendar months remaining in the calendar year and the denominator of which is twelve. Such prorated grant shall be made upon the first trading day of the calendar month, within the Company’s open trading window, following the date such individual becomes an Eligible Director, with the number of shares determined using the closing price of the Common Stock on the grant date, and rounding this number to the nearest integer multiple of one hundred (100) shares.