As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting future purchases of Purchase Shares hereunder, 15,000,000 shares of Common Stock;

Common Stock. The common stock, $0.01 par value, of the Company or such other class of shares or other securities as may be applicable pursuant to the provisions of Section 8.

Common Stock. “Common Stock” means the common stock of the Company or any security into which such Common Stock may be changed by reason of: # any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, # any merger, consolidation, separation, reorganization or partial or complete liquidation, or # any other corporate transaction or event having an effect similar to any of the foregoing.

Common Stock. There will be an issuance of 25,000,000 Class C shares by ​ to 130 owners of NOVA on a pro-rata ownership basis make the acquisition of NOVA.

Commencement of Regular Sales of Common Stock. Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), ​ shall during the Term purchase up to the Commitment Amount at the Purchase Price. Beginning one (1) Business Day following the Commencement Date, ​ shall have the right, but not the obligation, to direct ​, by its delivery to ​ of a Put Notice from time to time, to purchase any number of Purchase Shares (each such purchase a “Purchase”), at the Purchase Price on the Put Date; provided, however, that, unless waived by ​, # no Purchase shall occur if the trading volume of the Common Stock on the Principal Market on the Business Day immediately following a Put Notice Date is less than the Minimum Volume, # the Purchase shall not exceed the Put Ceiling, # the Purchase aggregated with other Purchases in such calendar month shall not exceed $2,000,000 in such calendar month and # the Purchase aggregated with all other Purchases under this Agreement during the Commitment Period shall not exceed the Commitment Amount and # Max amount per any individual PUT Notice shall not exceed $750,000 unless waived by ​. If ​ delivers any Put Notice for a number of Purchase Shares in excess of the limitations contained in the immediately preceding sentence, such Put Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Put Notice exceeds the number of Purchase Shares which ​ is permitted to include in such Purchase Notice in accordance herewith, and ​ shall have no obligation but shall have the right to purchase such excess Purchase Shares in respect of such Put Notice; provided that ​ shall remain obligated to purchase the number of Purchase Shares which ​ is permitted to include in such Put Notice. Notwithstanding anything in this paragraph to the contrary, if on the first Business Day following the delivery of a Put Notice, if the volume weighted average sales price of the Common Stock on the day after each respective Put Date is more than six percent (6%) lower than the Purchase Price of the Common Stock on the Put Date, then ​, in its sole discretion, may accept or reject all or part of such Put Notice. If a Put Notice is rejected as provided in the preceding sentence, then, on the next Business Day, ​ shall have the right, but not the obligation, to direct ​, by its delivery to ​ of a new Put Notice, to purchase the balance of Purchase Shares not previously accepted by ​ pursuant to the previous Put Notice (subject to the limitations described in this paragraph that apply to any Put under this Agreement), and which ​ may, in its sole discretion, accept or reject, all or a part of such new Put Notice. The Purchase Price of the new Put Notice will be based on the new Put Notice Date. Except as otherwise provided in this paragraph, ​ shall be permitted to deliver no more than one (1) Put Notice every five (5) Business Days, unless waived by ​.

Commencement of Purchases of Common Stock. After the Commencement Date (as defined below), the purchase and sale of Purchase Shares hereunder shall occur from time to time upon written notices by the Company to the Buyer on the terms and conditions as set forth herein following the satisfaction of the conditions (the “Commencement”) as set forth in Sections 6 and 7 below (the date of satisfaction of such conditions, the “Commencement Date”).

SRSG Common Stock. Prior to the Closing Date, SRSG shall designate an exchange agent acceptable to BioSculpture to act as the agent for the purpose of paying the Merger Consideration in exchange for the BioSculpture Common Stock pursuant to this Agreement, which exchange agent shall be the transfer agent customarily used by SRSG for transfers of SRSG Common Stock or such other competent exchange agent that shall be agreed upon by SRSG and BioSculpture (the “Exchange Agent”). Upon or promptly following the Effective Time, SRSG shall deposit with the Exchange Agent, for exchange in accordance with this Article 2, the aggregate Merger Consideration. The Merger Consideration shall be deposited by delivering to the Exchange Agent certificates representing the shares of SRSG Common Stock or by furnishing to the Exchange Agent shares of SRSG Common Stock allocated for issuance as uncertificated shares or shares represented by book entries.

As of April 6, 2020, there were 4,697,620,787 shares of Cosmos’s common stock issued and outstanding. The Acquisition Shares, when issued in connection with this Agreement and the other Transactional Agreements, will be duly authorized, validly issued, fully paid and nonassessable. Cosmos will take all reasonable efforts subsequent to the Closing to effect and amendment to its Articles of Incorporation, as amended, to effect an increase in its authorized shares of common stock to issue and deliver to the ​ any portion of the Acquisition Shares not delivered at Closing to the ​.

Valley Common Stock. The Shareholder agrees that, during the period beginning on the date hereof and ending on the earlier of the Closing Date and the termination of the Merger Agreement, the Shareholder will not, and will not authorize or permit any of its affiliates to or solicit or encourage any other person to, purchase, sell, contract to purchase, contract to sell, pledge, hedge, grant any option to purchase, make any short sale, Transfer or otherwise dispose of or acquire any Valley Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive Valley Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has Beneficial Ownership.

Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTCBB, OTCQB, OTC Markets Pink Sheets, or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq Small Cap Market, the New York Stock Exchange, or the NYSE MKT.