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 SRSG Common Stock for each share of BioSculpture Common Stock, before the Reverse Split provided for in [Section 7.10, and 4.756]6] shares of SRSG Common Stock for each share of BioSculpture Common Stock, after the Reverse Split and the Minimum Financing provided for in [Section 7.09], subject to any adjustment or modification of such ratio that may be agreed to by SRSG and BioSculpture in writing as of the Closing, pursuant to [Section 2.05(a)], due to factors that may include changes in the amount of Equity Financing accepted upon Closing.

7.11Post-Closing Capitalization. Following the Closing and the satisfaction of the conditions to Closing provided for in this Agreement, there will be a total of 35,440,000 shares of SRSG Common Stock issued and outstanding, including the shares issued in exchange for the proceeds of the Minimum Financing provided for in [Section 7.09], as referred to in the annexed “Exhibit C - Share Ownership Post Closing”, of which BioSculpture shall hold not less than 84.7% of such total number of shares of SRSG Common Stock following the Closing, unless another number or percentage of total issued and outstanding shares of SRSG Common Stock shall be accepted and agreed to in writing by BioSculpture as of the time of Closing. Such 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 of the following, and the percentage of total SRSG Common Stock held by BioSculpture upon Closing shall not be decreased by any of the following, and all of the following shall be validly redeemed, repurchased, converted, exchanged, exercised or terminated prior to the Reverse Split and prior to consummation of the Closing: # all issued SRSG Preferred Stock and # all SRSG Securities Rights.

2.05Maximum Number of Shares of SRSG Common Stock 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, by virtue of the Merger and without any action on the part of SRSG or Merger Sub, BioSculpture or the holder of any BioSculpture Common Stock or BioSculpture Option, the following shall occur.

Pursuant to the Merger and on the terms and conditions of this Agreement, all of the issued and outstanding shares of BioSculpture Common Stock shall be converted into shares of SRSG Common Stock, as such terms are defined Exhibit A annexed to this Agreement.