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 ​ 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.