Effective Time. This Amendment, other than [Sections 2 and 3]3], shall become effective upon the execution and delivery hereof by the Company, the Borrowing Subsidiaries, the Administrative Agent, the Required Lenders and the Revolving Lenders. [Sections 2 and 3]3] of this Amendment shall become effective at such time (the “Effective Time”) as all of the following conditions have been or concurrently will be satisfied:

Notification of Effective Time. After the Effective Time and within the time provided in the DGCL and in accordance with the requirements of the DGCL, the Surviving Corporation shall provide notification that the Merger has become effective, and any other information required by the DGCL in such notification, to each holder of record of BioSculpture Common Stock, as of the record date fixed by BioSculpture’s Board of Directors, that did not vote in favor of or consent to the Merger.

Effective Time of Acquisition. UBI and NOVA shall use reasonable efforts to have the Closing Date and the Effective Time of the Acquisition to be the same day.

MERGER AND EFFECTIVE TIME. At the Effective Time (as defined below), [[Star Vending:Organization]] AQC shall be merged with and into RTM (the "Merger"), and RTM shall be the surviving Corporation of the Merger (the "Surviving Corporation"). The Merger shall become effective upon the close of business on the date when a duly executed copy of this Merger Agreement, along with all required officers' certificates, is filed with the Secretary of State of the State of Nevada (the "Effective Time").

Effective Time of the Merger. Subject to the provisions of this Agreement, prior to the Closing, the Bank and ​ shall enter into a bank merger agreement, substantially in the form attached as Exhibit B (the “Bank Merger Agreement”) and shall, concurrently with the Closing, cause the Bank Merger Agreement to be filed with the Office of the Comptroller of the Currency (“OCC”) in accordance with the relevant provisions of the BMA and shall make all other filings or recordings required under the CBCA and the BMA. The Merger shall become effective as provided in 12 C.F.R. Section 5.33 and Conn. Gen. Stat. [Section 36a-126]6] (the “Effective Time”).

5.01Conduct of Business of SRSG. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to Section 10.1 or the Effective Time, each of SRSG and Merger Sub agrees (unless BioSculpture shall give its prior consent in writing) to carry on its business in the ordinary course consistent with past practice, to pay its Liabilities and Taxes consistent with SRSG’s past practices (and in any event when due), to pay or perform other obligations when due consistent with SRSG’s past practices (other than Liabilities, Taxes and other obligations, if any, contested in good faith through appropriate proceedings), and to use its commercially reasonable efforts and institute all policies to preserve intact its present business organization, all with the express purpose and intent of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. Except as expressly contemplated by this Agreement, each of SRSG and Merger Sub shall not, without the prior written consent of BioSculpture, take, or agree in writing or otherwise to take, any of the following actions during the period from the date of this Agreement to the earlier of the termination of this Agreement pursuant to Section 10.1 or the Effective Time:

The Effective Time of the Merger. Subject to the provisions of this Agreement and Delaware Law, a certificate of merger with respect to the Merger shall be executed, delivered and filed with the Secretary of State of the State of Delaware by each of the Constituent Corporations on the Closing Date (as hereinafter defined). The Merger shall become effective on the date and time of such filing (the “Effective Time”).

Time. Time is of the essence regarding this Lease and all of its provisions.

The Executive shall devote his full working time, attention and abilities to the business and affairs of the Company and its Affiliates and shall serve the Company and its Affiliates faithfully and use his best efforts to promote the interests of the Company and its Affiliates. The Executive shall not, without prior approval of the Board, act as a director or officer of, or a business adviser to, any other Person (other than non-profit or charitable entities), other than the Company or any of its Affiliates.

Time Periods. When calculating the period of time before which, within which, following or after which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.