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Exchange of Information
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Exchange Act. The Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.

Exchange Cap. Subject to Section 2(e)(ii) below, shall not issue or sell any shares of Common Stock pursuant to this Agreement, and shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NYSE AMERICAN LLC) without # breaching ’s obligations under the applicable rules of The NYSE AMERICAN LLC or # obtaining stockholder approval under the applicable rules of The NYSE AMERICAN LLC (the “Exchange Cap”), unless and until elects to solicit stockholder approval of the transactions contemplated by this Agreement and the stockholders of have in fact approved the transactions contemplated by this Agreement in accordance with the applicable rules and regulations of The NYSE AMERICAN LLC and the Certificate of Incorporation and Bylaws of . For the avoidance of doubt, may, but shall be under no obligation to, request its stockholders to approve the transactions contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).

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)].

Exchange Act. The term “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

Foreign Exchange. In the case of Net Sales made or expenses incurred by a Party and its Affiliates in currencies other than U.S. dollars, the rate of exchange to be used in computing the amount of U.S. dollars due will be as reported in The Wall Street Journal, Eastern Edition. The rate of exchange to be used in computing the amount of currency equivalent in U.S. dollars of Net Sales invoiced in other currencies will be calculated based on currency exchange rates for the calendar quarter for which ​ INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED

Exchange Securities. The Shares are, and upon conversion of the Exchange Securities, when issued, will be, duly authorized, validly issued, fully paid and non-assessable, and the Lender will receive good title to such Exchange Securities, free and clear of all pledges, security interests, liens or encumbrances. The issuance of the Exchange Securities will not give rise to any preemptive rights or rights of first refusal, or result in a right of any holder of Company securities to adjust the exercise, exchange or reset price under such securities. The Company has made available to the Lender true and correct copies of the Company’s Certificate of Incorporation, as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”).

Exchange Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and Roth enter into an agreement (“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.

Foreign Exchange Facility. Subject to and upon the terms and conditions of this Agreement and any other agreement that Borrower may enter into with Lender in connection with foreign exchange transactions (“FX Contracts”) and subject to the availability under the Domestic Credit Limit and the Domestic Borrowing Base, Borrower may request Lender to enter into FX Contracts with Borrower, which shall be due no later than the Maturity Date unless cash secured on terms satisfactory to Lender. Borrower shall conduct all its United States foreign currency exchange business through Lender. The entire FX Amount will be treated as an Advance for purposes of determining availability under the Domestic Credit Limit and shall decrease, on a dollar-for-dollar basis, the amount available for other Advances. Borrower shall pay any standard issuance and other fees that Lender notifies Borrower will be charged for issuing and processing FX Contracts for Borrower. The FX Amount shall at all times be equal to or less than FX Sublimit. The “FX Amount” shall equal the amount determined by multiplying # the aggregate amount, in United States Dollars, of FX Contracts between Borrower and Lender outstanding as of any date of determination by # the applicable Foreign Exchange Reserve Percentage as of such date. The “Foreign Exchange Reserve Percentage” shall be a percentage as determined by Lender, in its sole discretion from time to time. If at any time the EXIM Line of Credit is terminated or otherwise ceases to exist, Borrower shall immediately secure in cash all obligations under the Foreign Exchange Facility on terms acceptable to Lender.

During the Exchange Period for a particular Collaboration Antigen, SGI has the right to substitute another Antigen in place of such Collaboration Antigen (each a “Replacement Antigen”), subject to the nomination and acceptance process described in this [Section 2.3] (each, a “Collaboration Antigen Exchange”). SGI has the right to conduct a Collaboration Antigen Exchange # up to a total ​ across the entire Research Program if the Parties have not selected, or do not select, the [[Unknown Identifier]] Antigen (e.g., SGI may replace ​ Collaboration Antigen ​, or one Collaboration Antigen ​), or # up to a total of ​ across the entire Research Program if the Parties have selected the [[Unknown Identifier]] Antigen (e.g., SGI may replace each Collaboration Antigen ​, one Collaboration Antigen ​, or one Collaboration Antigen ​and another Collaboration Antigen ​. The permitted Collaboration Antigen Exchanges will be conducted free of charge.

Subject to the terms and conditions hereinafter set forth, the Lender hereby agrees to consummate the Exchange, pursuant to which the entire Indebtedness shall be exchanged for that number of shares of Preferred Stock (the “Shares”) equal to the total Indebtedness divided by Thirty-Five United States Dollars ($35.00), which amount represents the liquidation preference of each Share of Preferred Stock (“Liquidation Preference”). Beginning 540 days after the Closing Date, each Share shall be convertible into ten (10) shares of Common Stock (“Conversion Shares”), which conversion ratio reflects the Liquidation Preference per Share divided by $3.50, provided that such conversion ratio shall be adjusted in accordance with the terms of the Certificate of Designation for the Preferred Stock. In such connection, subject to the terms and conditions contained herein, the Lender hereby subscribes for, and agrees to accept from the Company, the Shares, in lieu of repayment of all amounts due under the terms of the Facility Agreement, and the Company agrees to issue the Shares to the Lender. Against delivery of the Shares issued in the name of the Lender in accordance with the Settlement Instructions, the Lender shall deliver to the Company the Satisfaction and Release, substantially in the form attached hereto as [Exhibit A].

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