Purchase and Sale. Subject to the terms and conditions of this Agreement, the ​ agrees to purchase from AVRS, and AVRS agrees to sell to the ​, 600,000 shares of the common stock of AVRS, referred to as the “Shares”.

shares of Common Stock delivered (by actual delivery, attestation, or net exercise) to the Company by a Participant to # purchase shares of Common Stock upon the exercise of an Award or # satisfy tax withholding obligations (including shares retained from the Award creating the tax obligation) shall be added back to the number of shares available for the future grant of Awards.

Settlement in Shares of Common Stock. Provided that the Participant’s interest in the Stock Units and the Stock Unit Account has vested, in accordance with the provisions of paragraph 4 above, the Participant’s Stock Unit Account, shall be converted into actual shares of Common Stock upon the date of such vesting. Such conversion: # will occur upon the Date of Termination, or # will occur on the Vesting Date. The conversion will occur on the basis of one share of Common Stock for every one Stock Unit which vests. Such shares of Common Stock shall be registered in the name of the Participant effective as of the date of conversion and delivered to the Participant within a reasonable time thereafter in the manner determined by the Company in the Company’s election, which may be by electronic delivery of such shares of Common Stock to an account of the Participant or in such other manner as designated by the Company. To the extent that there are notional fractional shares of Common Stock in a Stock Unit Account which have vested upon settlement, such notional fractional shares shall be rounded to the nearest whole share in determining the number of shares of Common Stock to be received upon conversion.

Acknowledgment Regarding Investor’s Purchase of Securities. The Company acknowledges and agrees that the Investor is acting solely in the capacity of arm's length purchaser with respect to this Agreement and the Warrant and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its representatives or agents in connection with this Agreement and the transactions contemplated hereby and thereby is merely incidental to the Investor's purchase of the Securities. The Company further represents to the Investor that the Company's decision to enter into this Agreement has been based solely on the independent evaluation by the Company and its representatives and advisors.

Grant of Stock Option. The Company hereby grants the Holder the Option to purchase all or any part of an aggregate of [●] shares of Common Stock (the "Option Shares") on the terms and conditions set forth herein and the Plan.

Introduction. Subject to the terms and conditions herein (this “Agreement”), [[Organization B:Organization]], a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $15,576,750 of registered securities of the Company, including, but not limited to, 2,888,600 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the "Common Stock”), pre-funded common stock purchase warrants to purchase up to an aggregate of 336,400 shares of Common Stock (the “Pre-Funded Warrants”), and common stock purchase warrants to purchase up to an aggregate of 6,450,000 shares of Common Stock (the “Common Warrants” and, collectively with the Pre-Funded Warrants, the “Warrants”, and together with the Shares and the shares of common stock issuable upon exercise of the Warrants, the “Securities”) directly to various investors (each, an “Investor” and, collectively, the “Investors”) through [[Organization A:Organization]] (the “Placement Agent”) as placement agent. The documents executed and delivered by the Company and the Investors in connection with the Offering (as defined below), including, without limitation, a securities purchase agreement (the “Purchase Agreement”), shall be collectively referred to herein as the “Transaction Documents.” The purchase price to the Investors for each Share is $4.83 and the exercise price to the Investors for each share of common stock issuable upon exercise of the Common Warrants is $5.36. The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering.

Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Buyer, and the Buyer wishes to buy from the Company, up to Twenty-two Million Dollars ($22,000,000) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The shares of Common Stock to be purchased hereunder are referred to herein as the “Purchase Shares.”

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 ​.

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.

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.