non-cash repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

·“BioSculpture Option(s)” means, with respect to BioSculpture, any security, right, subscription, warrant, option, “phantom” stock right or other Contract that gives the right to (i) purchase or otherwise receive or be issued any shares of capital stock or other equity interests of BioSculpture or any security of any kind convertible into or exchangeable or exercisable for any shares of capital stock or other equity interests of BioSculpture or (ii) receive any benefits or rights similar to any rights enjoyed by or accruing to the holder of shares of capital stock or other equity interests of BioSculpture, including any rights to participate in the equity, income or election of directors or officers of BioSculpture.

“Options” means any rights, warrants, or options to subscribe for, purchase, or otherwise acquire shares of Common Stock or Convertible Securities.

“Common Stock Equivalents” means any rights or warrants or options to purchase any Common Stock or Convertible Securities.

Non-Qualified Stock Options. Employee’s unvested Non-Qualified Stock Options (“NQSOs”) under the Company’s Equity Incentive Plans shall continue to vest through the Separation Date. For avoidance of doubt, all outstanding NQSOs held by Employee as of the Separation Date will, to the extent exercisable

Term of Stock Options. The term of each stock option granted to a Non-Employee Director shall be ten (10) years from the date the option is granted.

Sign-On Stock Options. As soon as practicable after the Commencement Date, the Executive shall be granted $400,000 in non-qualified stock options (the “Sign-On Options”) to replace certain outstanding unvested equity-based Prior Awards. The Sign-On Options shall have an exercise price per share equal to the closing price of a share of the common stock on the date of the grant as listed on the New York Stock Exchange, and shall vest in three (3) equal annual installments on the first, second and third anniversaries of the grant date, subject to the Executive’s continued employment with the Company through the applicable vesting date. The Sign-On Options shall be issued under the 2023 Omnibus Plan and shall be subject to the terms and conditions of the 2023 Omnibus Plan and the award agreement evidencing the grant of such Sign-On Options.

Transferability of Stock Options. Except as otherwise provided in the applicable award agreement, a Non-Qualified Stock Option # shall be transferable by the Optionee to a Family Member of the Optionee, provided that # any such transfer shall be by gift with no consideration and # no subsequent transfer of such Stock Option shall be permitted other than by will or the laws of descent and distribution, and # shall not otherwise be transferable except by will or the laws of descent and distribution. An Incentive Stock Option shall not be transferable except by will or the laws of descent and distribution. A Stock Option shall be exercisable, during the Optionee’s lifetime, only by the Optionee or by the guardian or legal representative of the Optionee, it being understood that the terms “holder” and “Optionee” include the guardian and legal representative of the Optionee named in the applicable option agreement and any person to whom the Stock Option is transferred # pursuant to the first sentence of this Section 4(f) or pursuant to the applicable option agreement or # by will or the laws of descent and distribution. Notwithstanding the foregoing, references herein to the termination of an Optionee’s employment or provision of services shall mean the termination of employment or provision of services of the person to whom the Stock Option was originally granted.

Outside Director Stock Options shall be evidenced by award agreements, each in a form approved by the Administrator.

Award of Stock Options. The Administrator may grant Stock Options under the Plan. Any Stock Option granted under the Plan shall be in such form as the Administrator may from time to time approve.