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)].

Transfers of Ownership. If any certificate or Book-Entry Share of SRSG Common Stock is to be issued or made pursuant to the Merger in a name other than that in which the BioSculpture Certificate or Book-Entry Share surrendered in exchange therefore is registered, it will be a condition of the issuance or making thereof that the BioSculpture Certificate or Book-Entry Share so surrendered will be properly endorsed or otherwise transferred and will otherwise be in proper form for transfer and that the Person requesting such exchange will have paid to SRSG or any Exchange Agent designated by it any transfer or other taxes required by reason of the issuance of a certificate or Book-Entry Share of SRSG Common Stock in any name other than that of the registered holder of the BioSculpture Certificate or Book-Entry Share surrendered, or will have established to the satisfaction of SRSG or any Exchange Agent designated by it that such tax has been paid or is not payable.

Distributions With Respect to Unexchanged BioSculpture Common Stock. No dividends or other distributions with respect to SRSG Common Stock declared or made after the Effective Time and with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate or Book-Entry Share with respect to the shares of SRSG Common Stock represented thereby until the holder of record of such Certificate or Book-Entry Share shall surrender such Certificate or Book-Entry Share to the Exchange Agent in accordance with [Section 2.07(b)]. Subject to applicable Law, following surrender of any such Certificate or Book- Entry Share, there shall be paid to the record holder of the certificates or Book-Entry Shares representing whole shares of SRSG Common Stock issued in exchange therefore, without interest, at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of SRSG Common Stock.

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.