Sublandlord Access. Sublandlord and its agents shall have the right to access the Sublet Portion for any commercially reasonable reason related to this Sublease (including, without limitation, to inspect the Sublet Portion or to provide any services required to be performed by Sublandlord hereunder) upon forty-eight (48) hours’ notice to Subtenant, except in the event of an emergency, in which case Sublandlord shall be required to provide only such notice as is practicable under the circumstances.

Book-Entry. As soon as practicable after the Grant Date of an Award, the Company shall cause its transfer agent to maintain a book entry account in the Participant’s name reflecting the Award, which shall be subject to applicable stop transfer instructions.

Book Entry. In lieu of the issuance of stock certificates evidencing Shares, the Company may use a “book entry” system in which a computerized or manual entry is made in the records of the Company to evidence the issuance of such Shares. Such Company records are, absent manifest error, binding on all parties.

Generic Entry. The royalty rates set forth in part ​ of this Fee Schedule that are applied to the Net Revenue of a Product in a country shall be reduced by […​…]% if a Generic Product in respect of that Product is sold in such country, beginning in the first Quarter during which such Generic Product is sold in such country.

Early Entry. Provided that Tenant and its agents do not unreasonably interfere with Landlord's work in the Premises, Landlord shall allow Tenant access to the Premises beginning on the date estimated to be two (2) weeks prior to Substantial Completion of the Improvements for the purpose of Tenant installing furniture and equipment in the New Premises. Prior to Tenant's entry into the New Premises as permitted by the terms of this Section 6.4, Tenant shall submit certificates of insurance reasonably acceptable to Landlord and shall submit a schedule to Landlord (and Landlord's contractor, if so requested by Landlord), for their approval, which schedule shall detail the timing and purpose of Tenant's entry. Tenant shall hold Landlord harmless from and indemnify, protect and defend Landlord against any loss or damage to the New Building or New Premises and against injury to any persons caused by Tenant's actions pursuant to this Section 6.4.

Sublandlord’s Vendors. Subtenant agrees that to the extent it wishes to use third party services (including but not limited to custodial, food service, landscaping, general supplies, and office equipment maintenance) (collectively, “Vendors”), Subtenant shall engage only fully licensed and approved professionals. In all instances, Subtenant shall contract directly with its Vendors and shall be solely liable for any charges which are incurred by Subtenant. All Vendors with unsupervised access to the Premises will be subject to Sublandlord’s prior written approval which shall not be unreasonably withheld. Sublandlord will appoint a point person to be Subtenant’s contact person regarding coordination with Vendors. Subtenant further agrees that to the extent that it wishes to use third party services (including but not limited to electrical, mechanical, plumbing, custodial, security, HVAC, and structural services), for Tenant Repairs less than or equal to five thousand dollars ($5,000), Subtenant shall engage only fully licensed and approved professionals, subject to Sublandlord’s prior written approval and in its sole discretion but which shall not be unreasonably withheld , in order to ensure that all systems operate correctly and that the brand new Premises are maintained and returned in a first class condition, normal wear and tear excepted. All Tenant Repairs estimated for more than five thousand dollars ($5,000), Subtenant shall request of Sublandlord, and Sublandlord will engage, only Sublandlord’s approved vendors.

Sublandlord’s Obligations. Sublandlord shall maintain the Master Lease in full force and effect during the entire Term per the terms of the Master Lease. Sublandlord shall pay all rentals, expenses and taxes as provided for in the Master Lease in accordance with its terms, and shall comply with or perform all obligations of the tenant under the Master Lease that Subtenant has not expressly assumed under this Sublease. If Sublandlord elects to sublease additional space in the Premises during the Term, Sublandlord will offer such space to Subtenant, prior to a public offer to sublease, subject to same terms and conditions of this Agreement, including Section 9 hereof, at the then market rate for Rent payable for such space.

Sublandlord’s Default. Subject to the terms of Section 6.10 below, if at any time during the Term, Sublandlord shall default or fail to perform any of its obligations under the Master Lease or this Sublease, upon written notice from Subtenant, Sublandlord shall immediately cure such failure. For purposes of this Sublease, Sublandlord shall not be deemed to be in default hereunder unless and until Subtenant shall first deliver to Sublandlord ten (10) days’ prior written notice, and Sublandlord shall fail to cure said default within said ten (10) day period, or if it is impractical to cure the default within such 10-day period, Sublandlord shall commence to cure the default within such 10-day period and thereafter diligently pursues such cure to completion and completes the cure within thirty (30) days in the aggregate. Thereafter, if Sublandlord fails to cure the default, Subtenant shall elect, as its sole and exclusive remedy, to either # pursue any and all remedies available to it at law or in equity, provided that in no event shall Subtenant be entitled to receive more than its actual direct damages, or # with respect only to matters which require repair within the interior of the Sublet Portion and service and/or impact only the Sublet Portion and are not otherwise structural in nature or part of the Building common systems, exercise self-help and cure any such breach or default on behalf of Sublandlord, in which case Sublandlord shall pay Subtenant for all the actual costs incurred by Subtenant to cure such Sublandlord default (as evidenced by bills and invoices in detail reasonably satisfactory to Sublandlord) within thirty (30) days of written notice to Sublandlord of such amount and delivery of bills and invoices in form and detail reasonably satisfactory to Sublandlord.

Early Access. Provided the same does not interfere with completion of the Tenant Improvements, as reasonably determined by Sublandlord, Subtenant may, up to twenty-eight (28) days prior to the Commencement Date, enter the Sublet Portion for the sole and exclusive purpose of installing its furniture, equipment and other personal property. Notwithstanding the foregoing, # such entry shall be subject to the terms and conditions of this Sublease, provided that Subtenant shall not be required to pay Base Rent, Expenses or the Subtenant TI Cost Reimbursement for any entry or possession during such period before the Commencement Date, except for the cost of services requested by Subtenant (e.g. after hours HVAC service); # Subtenant shall not conduct its business from the Sublet Portion during the period of such entry, # such entry shall be subject to such rules and regulations as Master Landlord and Sublandlord may reasonably promulgate and Subtenant shall ensure that any architect, engineer, designer, contractor and workman employed by Subtenant observes such rules, and prior to commencement of any work in the Sublet Portion, makes appropriate arrangements with Sublandlord, particularly with respect to: material and equipment storage; time and place of deliveries; hours of work and coordination of work; power, heating and washroom facilities; scheduling; security; and clean-up; and # any such entry shall be at Subtenant’s risk and Sublandlord shall have no liability for any loss, damage or injury to Subtenant’s personal property, equipment, employees or agents which may be on or about the Sublet Portion during the period of such entry and, except for any injury to Subtenant’s employees or agents to the extent caused the negligence or willful misconduct of Sublandlord, Subtenant hereby releases Sublandlord from any claim with respect thereto from whatever cause.

ENTRY BY LANDLORD. Landlord reserves the right at all reasonable times and upon reasonable notice to Tenant (except in the case of an Emergency) to enter the Premises to # inspect them; # show the Premises to prospective purchasers, or to current or prospective mortgagees, ground or underlying lessors or insurers or, during the last nine (9) months of the Lease Term, to prospective tenants; # post notices of nonresponsibility (to the extent applicable pursuant to then applicable law); or # repair the Premises or the Building, or for structural repairs to the Building or the Building's systems and equipment as provided under the Lease. Landlord may make any such entries without the abatement of Rent, except as otherwise provided in this Lease, and may take such reasonable steps as required to accomplish the stated purposes. In an Emergency, Landlord shall have the right to use any means that Landlord may deem proper to open the doors in and to the Premises. Any entry into the Premises by Landlord in the manner hereinbefore described shall not be deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an actual or constructive eviction of Tenant from any portion of the Premises. Landlord shall use commercially reasonable efforts to minimize any interference with Tenant's use of or access to the Premises in connection with any such entry, and shall comply with Tenant's reasonable security measures. Landlord shall hold confidential any information regarding Tenant’s business that it may learn as a result of such entry.

In the event of the expiration or sooner termination of the Prime Lease prior to the date provided for in the Sublease for the expiration of the term of the Sublease, as long as # no default by Subtenant then exists under the Sublease, this Agreement [or that certain Consent to Sublease dated as of the date hereof, among Landlord, Subtenant and Sublandlord (the “Consent”) — if Landlord desires to enter into a separate consent document], which has continued beyond the expiration of any applicable notice and/or grace period expressly provided for therein, if any, # subtenant is not an Affiliate of Sublandlord and # Subtenant named herein (or any successor thereto approved by Landlord (to the extent approval is required under the Prime Lease or if approval is not required, but is requested by Tenant and granted by Landlord) that satisfies all of the conditions of an Eligible Subtenant pursuant to [Section 7.13] of the Prime Lease) is the then subtenant under the Sublease (collectively, the “Conditions”), then Subtenant shall not be named or joined in any action or proceeding to terminate the Prime Lease by reason of Sublandlord’s default thereunder unless such joinder shall be required by law in order to make such proceeding effective but only for such purpose and not for the purpose of terminating the Sublease or evicting the Subtenant from the Premises or otherwise disturbing the Subtenant’s possession of the Premises.

Exchange Procedures. As soon as practicable after the Effective Time, SRSG shall send, or shall cause the Exchange Agent to send, to each holder of record of shares of BioSculpture Common Stock that were, immediately prior to the Effective Time, evidenced as uncertificated shares or in book-entry or similar form and maintained by or on behalf of BioSculpture in such form (each such share in uncertificated, book-entry or similar form, a “Book-Entry Share”) or evidenced by certificates that represented outstanding BioSculpture Common Stock (each such certificate, a “Certificate”), which shares were converted into the right to receive shares of SRSG Common Stock pursuant to [Section 2.05(a)], the following communications: # a letter of transmittal in customary form (which shall specify that delivery of the Merger Consideration shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates to the Exchange Agent or surrender of the Book-Entry Shares and which letter shall be in such form and have such other provisions as SRSG and the Surviving Corporation may reasonably specify); and # instructions for use in effecting the surrender of the Certificates and Book-Entry Shares in exchange for certificates or uncertificated shares or book entries representing shares of SRSG Common Stock, including in the case of SRSG Book-Entry Shares instructions for delivery of an “agent’s message” to the Exchange Agent or such other evidence of transfer as the Exchange Agent may reasonably request. Upon surrender to the Exchange Agent of a Certificate or Book- Entry Shares for cancellation, together with such letter of transmittal and other documents and instruments as the Exchange Agent may reasonably request from the holder, duly completed and validly executed in accordance with the instructions provided, the holder of such Certificate or BioSculpture Book-Entry Shares shall be entitled to receive in exchange therefor a share certificate or a Book-Entry Share of SRSG representing the number of whole shares of SRSG Common Stock into which such holder’s BioSculpture Common Stock has been converted pursuant to [Section 2.05(a)], and the Certificate and Book-Entry Shares so surrendered shall be canceled. Subject to [Section 2.06], until surrender of a Certificate or Book-Entry Share that, prior to the Effective Time, represented BioSculpture Common Stock, such Certificate or Book-Entry Share will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of the number of full shares of SRSG Common Stock into which such BioSculpture Common Stock shall have been converted pursuant to [Section 2.05(a)].

“Specified Transactions” shall mean # the consummation of the Existing Unsecured Notes Exchange, # the entry into and effectiveness of this Agreement, and the borrowing of the First Draw Term Loans, # the 7.000% Notes Refinancing, # the entry into and effectiveness of the New Secured Credit Agreement and the Initial Borrowing (as defined therein) thereunder, # the refinancing of all Obligations outstanding under the Senior Secured Super Priority Term Loan Credit Agreement and # the entry into and effectiveness of the Note Purchase Agreement, and the consummation of the transactions contemplated thereby.

The holder of an Option shall not be, nor have any of the rights or privileges of, a stockholder of Laureate in respect of any Shares purchasable upon the exercise of the Option or any portion thereof unless and until certificates representing such Shares shall have been issued by Laureate to such holder upon satisfaction of the conditions set forth in Section 4.4 or unless book entry representing such Shares has been made and such Shares have been deposited with the appropriate registered book-entry custodian. Upon fulfillment of such conditions, Laureate shall be required to issue and deliver such certificate or certificates, unless book entry representing such Shares has been made and such Shares have been deposited with the appropriate registered book-entry custodian.

approving the entry into the Finance Documents to which it is a party.

a right of the Landlord to have access to or entry upon the Premises extends to any superior landlord and any mortgagee of the Building and to anyone properly authorised by the Landlord or any superior landlord or mortgagee and includes a right of entry with workmen equipment and materials;

Unless an Investor requests in writing delivery of a physical Share certificate, the entry of any Shares to be delivered pursuant to this Agreement into the account of an Investor pursuant to the Company’s book entry procedures shall be deemed delivery of such Shares for purposes of this Agreement.

Base Rent. During the Term, Subtenant shall pay to Sublandlord as base monthly rent ("Base Rent") the following amounts per month (which amounts are equal to $7.25 per rentable square foot per month for one hundred percent (100%) of the Subleased Premises and twenty five percent (25%) of the Shared Area, with an annual increase of 3.5% commencing on the first anniversary of the Commencement Date):

Delivery of Shares on Exercise. Delivery of certificates for Shares or entry of the Shares into a book entry account maintained by the Transfer Agent pursuant to this Director Award may be postponed by the Company for such period as may be required for it, with reasonable diligence, to comply with any applicable requirements of any federal, state or local law or regulation or any administrative or quasi-administrative requirement applicable to the sale, issuance, distribution or delivery of such Shares. The Compensation Committee may, in its sole discretion, require the Director to furnish the Company with appropriate representations and a written investment letter prior to the delivery of any Shares or entry of the Shares into a book entry account maintained by the Transfer Agent pursuant to this Director Award.

Each of GGL and GSK Finance hereby consent to the entry into the Additional Registration Rights Agreement.