Interest. The Principal Amount shall bear interest at a per annum rate of five percent (5%) from this date until paid.

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.

The term “documents” includes any and all instruments, documents, agreements, certificates, indentures, notices and other writings, however evidenced.

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 ​.

Through the 5,003 Expansion Premises Commencement Date, ​ shall continue to pay ​’s Proportionate Share of Landlord’s Cost in accordance with the provisions of the Original Lease, specifically including, without limitation, the provisions of Paragraph 47 thereof.

Common Facilities Agreements. The parties have agreed to amend certain of the Common Facilities Agreements, as follows:

Prior Common Units. The Common Units that were issued and outstanding and held by the Members prior to the date of this Agreement shall remain unchanged.

COMMON SHARE ISSUANCE. Upon receipt by [[Organization B:Organization]] of a written request from [[Organization A:Organization]] to convert any amount due under any Note, subject to any limitations on conversion contained in any Note, [[Organization B:Organization]] shall have three (3) business days (“Delivery Date”) to issue the shares of Common Stock rightfully listed in such request. If [[Organization B:Organization]] fails to timely deliver the shares, [[Organization B:Organization]] shall pay to [[Organization A:Organization]] in immediately available funds $1,000 per day past the Delivery Date that the shares are actually issued. Any amounts due under this Section shall be paid by the fifth (5th) day of the month following the month in which they accrued or, at the option of [[Organization A:Organization]], may be added to the principal under any Note. [[Organization B:Organization]] agrees that the right to convert the Notes is a valuable right to [[Organization A:Organization]] and a material consideration of it entering this Note and the Loan Agreement. The parties agree that it would be impracticable and extremely difficult to ascertain the amount of actual damages caused by a failure of [[Organization B:Organization]] to timely deliver shares as required hereby. Therefore, the parties agree that the foregoing liquidated damages provision represents reasonable compensation for the loss which would be incurred by [[Organization A:Organization]] due to any such breach. The parties agree that this Section is not intended to in any way limit [[Organization A:Organization]]’s right to pursue other remedies, including actual damages and/or equitable relief.

Repairs, replacements, and general maintenance of and for the Building and Project and public and common areas and facilities of and comprising the Building and Project, including, but not limited to, the roof and roof membrane, elevators, mechanical rooms, alarm systems, pest extermination, landscaped areas, parking and service areas, driveways, sidewalks, truck staging areas, rail spur areas, fire sprinkler systems, sanitary and storm sewer lines, utility services, heating/ventilation/air conditioning systems, electrical, mechanical or other systems, telephone equipment and wiring servicing, plumbing, lighting, and any other items or areas which affect the operation or appearance of the Building or Project, which determination shall be at Landlord’s discretion, except for: those items to the extent paid for by the proceeds of insurance; and those items attributable solely or jointly to specific tenants of the Building or Project.

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.