Exhibit 10.3


 


Execution Version


 


SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
(this “Agreement”), is entered into by and between Airsculpt Technologies, Inc., a Delaware corporation (the
 “Company”) and Dr. Aaron Rollins (“Executive”), and shall be effective as of
January 4, 2023 (the “Effective Date”).


 


W I T N E S S E T H:


 


WHEREAS,
Executive and EBS Enterprises, LLC previously entered into an Employment Agreement effective as of October 2, 2018 (the “Original
Agreement”), which was amended and restated effective as of October 29, 2021 (the “Amended and Restated Agreement”,
and together with the Original Agreement, the “Prior Agreements”); and


 


WHEREAS,
Executive and the Company desire to adjust Executive’s role at the Company such that following the Effective Date, Executive
will serve as Executive Chairman of the Company’s Board of Directors (the “Board”) in accordance with the terms
and conditions of this Agreement.


 


NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and obligations hereinafter set forth, the parties
hereto, intending to be legally bound, hereby agree as follows:


 


1.            Employment
and Acceptance. During the Term (as defined in Section 3 below), the Company shall employ Executive, and Executive shall
continue to serve the Company, subject to the terms of this Agreement.


 


 2.            Title; Duties and Obligations; Location.




 


2.1            Title.
The Company shall employ Executive to render services to the Company. Following the Effective Date, Executive shall serve in the capacity
of Executive Chairman of the Board. Executive’s primary responsibilities as Executive Chairman are to provide leadership and direction
to the Board and have the authority, working with the Company’s Chief Executive Officer, to assume responsibility for the Company’s
strategic initiatives, subject to the Board’s oversight, including (i) developing the strategy for the Company’s future
growth, (ii) leading new opportunities for value-enhancing strategic initiatives, and (iii) ensuring that the Company’s
operations are conducted in a best-in-class manner. Executive acknowledges and agrees that Executive’s change in title, authority,
duties and responsibilities to the Company due to this change in position shall not constitute “Good Reason” as such term
is defined herein and in the Prior Agreements, or otherwise constitute a material breach of this Agreement or the Prior Agreements, and
Executive shall not be entitled to any severance, equity vesting acceleration, or any other similar benefits in connection with such change
in position.


 


2.2            Best
Efforts/Duties. The duties and responsibilities of Executive shall include such duties and responsibilities as assigned by the
Board from time to time consistent with the position of Executive Chairman of the Board. Executive shall perform faithfully and
diligently all such duties assigned to Executive. The Company reserves the right to modify Executive’s position and duties at
any time in its sole and absolute discretion; provided, that such position and the duties assigned are consistent with the
position of an Executive Chairman of the Board or higher level of authority or prestige. Executive shall report to, and be subject
to the lawful direction of, the Board. Executive will expend Executive’s best efforts on behalf of the Company, and will abide
by all policies of the Company applicable to the Company’s executives generally and all decisions made by the Board, all in
accordance with applicable federal, state and local laws, regulations or ordinances. Executive will act in the best interest of the
Company at all times in carrying out his duties and responsibilities under this Agreement. Except as permitted under Section 2.5(i) through (iii) below,
Executive shall devote Executive’s full business efforts to the performance, to the best of his ability, experience and
talent, of Executive’s assigned duties for the Company. For the avoidance of doubt, the parties acknowledge and agree that
Executive is not employed hereunder in his professional capacity as a physician and his duties and responsibilities on behalf of the
Company shall not include any act, service or duty that constitutes the practice of medicine under applicable law, and nothing
contained in this Agreement requires either party to refer any patient or business to any person or entity.


 






     


     


    

 


2.3            Other
Positions. In addition to serving in the capacities of Executive Chairman of the Board, Executive also may serve in such other executive-level
positions or capacities as may, from time to time, be reasonably requested by the Board, including, without limitation (subject to election,
appointment, re-election or re-appointment, as applicable) as an officer of any of the Company’s subsidiaries and/or affiliates,
in each case, for no additional compensation. For sake of clarity, nothing contained in this Section 2.3 prohibits Executive
from receiving compensation for services to a Managed Practice as permitted in Section 2.5(i) below.


 


2.4            Compliance
with Company Policies. Subject to Section 6 hereof, during the Term, Executive shall be in conformance and comply with
all Company written or established policies, rules and regulations governing the conduct of its employees, now in effect, or as subsequently
adopted or amended to the extent such policies are in accordance with applicable federal, state and local laws, regulations and ordinances.


 


2.5            Time
Commitment. During the Term, Executive shall use his best efforts to promote the interests of the Company (and, to the extent he
serves one or more subsidiaries and/or affiliates pursuant to Section 2.3 hereof, its applicable subsidiaries or
affiliates) and, except as provided in subsections (i)-(iii) below, shall devote all of his business time to the performance of
his duties for the Company (and, to the extent he serves one or more subsidiaries or affiliates pursuant to Section 2.3
hereof, its applicable subsidiaries or affiliates) and, shall not, directly or indirectly, render any services to any other person
or organization, whether for compensation or otherwise, except with the Board’s prior written consent (which shall not be
unreasonably withheld), until after the one year anniversary of the Effective Date; provided, that nothing in this Agreement
shall prevent Executive from (i) performing services in his professional capacity as a physician for or on behalf of a Managed
Practice (as defined in Section 7.1 below) and for him to be compensated for such services, as and to the extent agreed
between Executive and the Company, provided such services do not interfere with performance of Executive’s duties
hereunder; (ii) participating in charitable, civic, educational, professional, community or industry non-profit associations
and organizations and (iii) managing Executive’s passive personal investments, so long as such activities described in
clauses (i) through (iii) do not, individually or in the aggregate, materially interfere or conflict with
Executive’s duties hereunder, create a business or fiduciary conflict or violate the Employee Covenants Agreement by and
between Executive and EBS Enterprises, LLC dated as of October 2, 2018, as amended on October 5, 2021 (the
 “Covenant Agreement”) (in each case, as determined by the Board). Notwithstanding the foregoing, the Board will
review the activities in clauses (i) through (iii) of the preceding sentence on an ongoing basis and reserves the right to
prohibit any such activities that it determines in good faith materially interfere with performance of Executive’s duties
hereunder, and will provide Executive with written notice of such determination. If the Board so prohibits such activities,
Executive will be given a commercially reasonable period of time to extract himself from such activities, during which time he will
not be considered in breach of this Agreement.


 






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2.6            Location.
Executive’s services shall be performed principally at the Company’s principal office located in Miami, Florida; provided,
however, that the Executive shall be permitted to work from a remote location consistent with past practice. From time to time, Executive
may be required by his job responsibilities to travel on Company business, and Executive agrees to do so. Executive’s work schedule
shall be determined and managed by Executive in his sole discretion, provided, however, Executive performs all duties necessary
in his capacity as the Executive Chairman of the Board.


 


3.            Term.
The employment relationship pursuant to this Agreement shall commence on the Effective Date and continue until the earlier of October 29,
2024 or when terminated in accordance with Section 7 below (such period of the employment relationship shall be referred to
herein as the “Term”). For avoidance of doubt, Executive’s employment shall be “at-will” and may
be terminated by either party at any time in accordance with the terms of this Agreement.


 


4.            Compensation.
For the services rendered by Executive in any capacity under this Agreement during the Term (including, without limitation, serving as
an officer, director or member of any committee of the Board), Executive shall be compensated as follows (subject, in each case, to the
provisions of Section 4 below):


 


4.1            Base
Salary. As compensation for Executive’s performance of Executive’s duties hereunder, beginning as of the Effective Date,
the Company shall pay to Executive a salary at the annualized rate of $875,000, payable in substantially equal installments in accordance
with the Company’s normal payroll practices as in effect from time to time. The salary may be reviewed annually by the Board or
a committee thereof and may be increased, but not decreased, unless such decrease is agreed to by Executive. As used herein Executive’s
 “Salary” shall be his salary as in effect from time to time after any such adjustments.


 


4.2            Annual
Bonus. In addition to the Salary, Executive shall be eligible for an annual target cash performance bonus of 100% of Executive’s
Salary (the “Bonus”), for each fiscal year during the Term (pro-rated for any partial years) (the “Bonus Year”),
based upon achievement of individual and/or Company performance criteria, as determined annually by the Board in its sole and absolute
discretion. Any Bonus for a fiscal year to the extent earned, shall be paid in a lump sum at a time established by the Board but no later
than March 15 of the calendar year immediately following the last day of the fiscal year to which the Bonus relates. Executive must
be actively employed with the Company as of October 28th of the Bonus Year in order to receive the Bonus for that fiscal
year.


 






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4.3            Annual
Equity Awards. Executive will be eligible to participate in the Company’s annual equity grant program. During the Term of this
Agreement, Executive’s annual equity grant will be awarded in the first quarter of each calendar year and with a grant date fair
value as reported for financial reporting purposes of at least 200% of Executive’s Salary. Equity Awards granted under this Section 4.3
are referred to herein as an “Annual Equity Award” or collectively “Annual Equity Awards”. An Annual
Equity Award may be granted in any form allowed under the Company’s 2021 Equity Incentive Plan with vesting terms and conditions
as set forth by the Board in its sole and absolute discretion. Each Annual Equity Award shall be subject to the terms and conditions of
the applicable grant agreement. All equity grants are subject to the approval of the Board.


 


4.4            Clawbacks.
Any incentive-based or other compensation paid to Executive under this Agreement, including but not limited to Bonuses and equity awards,
or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, stock exchange
listing requirement or any clawback policy adopted by the Company from time to time will be subject to the deductions and clawback as
may be required by such law, including but not limited to the Dodd-Frank Wall Street Reform and Consumer Protection Act, government regulation,
stock exchange listing requirement or clawback policy.


 


		5.	Benefits.



 


5.1            Customary
Benefits. Executive will be eligible for all customary and usual retirement and welfare benefits (excluding, for the avoidance of
doubt, bonus plans not expressly referred to in this Agreement and severance plans/programs/policies, if any) generally available to executives
of the Company, subject to the terms and conditions of such benefit plans. The Company reserves the right to change or eliminate benefits
on a prospective basis, at any time and from time to time.


 


5.2            Paid
Time Off. Executive shall be entitled to paid vacation, holidays, personal days and sick leave in accordance with the policies, programs
and practices of the Company in effect from time to time, but in no event less than four (4) weeks per calendar year (pro-rated for
any partial years). Such vacation shall be taken at such intervals as shall be appropriate and consistent with the proper performance
of Executive’s duties hereunder.


 


6.            Business
Expenses. The Company shall reimburse Executive during the Term, for all reasonable out-of-pocket business expenses incurred by Executive
in the performance of his duties hereunder consistent with level and the manner Executive has historically received such reimbursement
and otherwise in accordance with the Company’s expense reimbursement policies as in effect from time to time, provided, that
in the event of a conflict between Executive’s historic business reimbursement practices and the Company’s reimbursement policies,
the historic business reimbursement practices shall govern. In order to receive such reimbursement, Executive shall furnish to the Company
documentary evidence of each such expense in the form required to comply with the Company’s policies.


 






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 7.            Termination of Executive’s Employment.




 


7.1            Termination
for Cause by the Company. Although the Company anticipates a mutually rewarding employment relationship with Executive, the Company
may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause”
is defined as: (i) fraud, embezzlement or other misappropriation by Executive of funds or property of the Company or any of its subsidiaries
or affiliates (collectively, the “Company Group”, and each, a “Company Group Member”) or any Persons
or professionals for which the Company or its subsidiaries or affiliates provides business, management, administrative, marketing or other
support services, including but not limited to Elite Body Sculpture, P.C., Madison Avenue Medical PLLC, EBS Illinois, LLC, EBS - Texas,
LLC, EBS Georgia, LLC and any other corporation, limited liability company, partnership or association that is party to a management services
agreement or similar agreement with the Company or any of the Company’s subsidiaries or affiliates for the rendering of certain
management services and other related services by the Company or any of the Company’s subsidiaries or affiliates (each, a “Managed
Practice” and collectively, “Managed Practices”); (ii) any gross misconduct by Executive that is injurious,
directly or indirectly, in any material respect to any Company Group Member or any Managed Practice; (iii) Executive’s failure
to perform, or breach of, in any material respect, any of his obligations under this Agreement or the Covenant Agreement or any other
agreement or contract between Executive and any Company Group Member; (iv) Executive’s exclusion, debarment, termination or
suspension under any Medicare, Medicaid, TRICARE or other federal, state or government health care program, or commission or conviction
of, indictment for or plea of guilty or no-contest to, any felony or any crime involving moral turpitude, embezzlement, fraud or self-dealing
or any crime which could reasonably be expected to subject Executive, any Company Group Member, services or Managed Practices to exclusion,
debarment, termination or suspension under any Medicare, Medicaid, TRICARE or other federal, state or government health care program;
(v) Executive’s license to practice medicine in the State of California or New York is revoked, terminated, cancelled, suspended,
relinquished or placed on probationary status; (vi) Executive’s use of alcohol or controlled substances that impairs his ability
to perform his duties and responsibilities with respect to any Company Group Member or Managed Practices in any material respect; (vii) Executive
challenging the legality, validity or enforceability of any of the Managed Practice documents; (viii) termination by a Managed Practice
owned or controlled by Executive of a managed services agreement with any Company Group Member for reasons other than a material breach
of such agreement by the Company Group Member; (ix) the willful breach by a Managed Practice owned or controlled by Executive of
a management services agreement with any Company Group Member; or (x) Executive’s failure to give timely notice of his resignation
under Section 7.4. Notwithstanding the foregoing, “Cause” shall not be deemed to exist under clauses (ii), (iii),
(ix) or (x) of the immediately preceding sentence unless the Company has provided written notice to Executive specifying in
reasonable detail the acts or omissions of Executive that the Company alleges constitute “Cause” and Executive shall have
failed to rescind any such act or cure any such omission within thirty (30) calendar days after receipt of the notice (unless such failure
is not susceptible to cure, as determined by the Board).


 









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In the event Executive’s
employment is terminated in accordance with this Section 7.1, the Company shall pay the following amounts to Executive within
the time period required by applicable law:



 


(i)            any
accrued but unpaid Salary (as determined pursuant to Section 4.1 hereof) for services rendered prior to the date of Executive’s
termination of employment (the “Termination Date”), which accrued but unpaid Salary shall be paid on or before the
time required by law;


 


 (ii)           payment for any accrued but unused paid time off;




 


(iii)          expenses
reimbursable under Section 6 hereof incurred prior to the Termination Date but not yet reimbursed, which reimbursable (but
not yet reimbursed) expenses, if any, shall (subject to Executive’s timely submission of invoices) be paid on or before the time
required by law; and


 


(iv)          vested
entitlements under any other Company benefit plan or program (with the exception of those, if any, relating to severance) that Executive
is otherwise entitled to receive under such plan, program, policy or practice on the Termination Date, in each case, in accordance with
(and subject to the terms, conditions and limitations set forth in) such plan, program, policy, or practice.


 


The amounts described in clauses (i) through
(iv) above shall be referred to herein as the “Accrued Obligations.” All other Company obligations to Executive
pursuant to this Agreement will become automatically terminated and completely extinguished.


 


7.2            Termination
Without Cause by the Company/Termination by Executive For Good Reason. The Company may terminate Executive’s employment under
this Agreement without Cause at any time upon written notice to Executive or Executive may resign with Good Reason subject to the notification
requirements and the Cure Period (as defined below), in each case as set forth below. In the event of such termination, Executive will
receive:


 


(i)            The
Accrued Obligations and any Bonus earned in respect of a prior completed year that has not yet been paid; and


 


(ii)           Subject
to Section 7.6, a payment in the aggregate amount equal to two (2) times the sum of (x) Executive’s Salary
(at the rate as of the Termination Date) plus (y) Executive’s target Bonus, payable (less applicable withholdings and
deductions) in a lump sum on the next regular pay date of the Company following the date that the Release becomes effective and is no
longer subject to revocation, in accordance with the Company’s then-current payroll practices, but in no event later than March 15
of the calendar year immediately following the calendar year in which the Termination Date occurs. The payment referred to in this clause
(ii) is referred to as the “Severance Payment.”


 


For purposes of this Agreement, “Good
Reason” is defined as any one or more of the following without Executive’s prior written consent:


 


(a)            a
material reduction of Executive’s title, authority, duties or responsibilities with the Company;


 


 (b)            a reduction in Executive’s Salary;




 






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(c)            relocation
of Executive’s principal place of work to a place more than twenty-five (25) miles from the Company’s headquarters in Miami,
Florida as of the date hereof, unless such relocation is otherwise agreed to in writing by Executive; or


 


 (d)            a material breach by the Company of this Agreement.




 


Notwithstanding the foregoing, Good Reason shall
not exist unless Executive notifies the Company in writing of the existence of the applicable condition specified above not later than
thirty (30) days after the initial existence of the condition, and the Company fails to remedy such condition within fifteen (15) days
after receipt of such notice (the “Cure Period”); provided, however, that if the Company cannot remedy
such condition within such fifteen (15) day period for reasons outside of the Company’s reasonable control, as determined by the
Board in its sole and absolute discretion, the Cure Period shall be extended to provide an additional period to remedy such condition,
which extension shall not in any case exceed fifteen (15) calendar days. In the event the Company fails to remedy the condition constituting
Good Reason during the applicable Cure Period (after giving effect to any extension of the Cure Period), Executive’s resignation
for Good Reason must occur, if at all, within thirty (30) calendar days following the expiration of the Cure Period.


 


For the avoidance of doubt, termination of the
Executive’s employment as Executive Chair on or after October 29, 2024 shall not be considered termination of Executive’s
employment by the Company without Cause.


 


 7.3            Termination of Employment due to Executive’s death or Disability.




 


Executive’s employment under this Agreement shall terminate automatically
upon Executive’s death. The Company may terminate Executive’s employment under this Agreement due to Executive’s Disability
(as defined below). In the event of such termination, Executive (or Executive’s estate, as the case may be) will be entitled to
receive, the Accrued Obligations, and any Bonus earned in respect of a prior completed year that has not yet been paid, and no other amount,
except as required by applicable law.


 


All other Company obligations to Executive pursuant to this Agreement
will be automatically terminated and completely extinguished. For purposes of this Agreement “Disability” means Executive’s
physical or mental illness, injury or infirmity which prevents Executive from performing Executive’s material duties for a period
of (A) one-hundred and eighty (180) consecutive calendar days or (B) an aggregate of ninety (90) calendar days out of any consecutive
six (6) month period.


 


7.4            Voluntary
Resignation by Executive Without Good Reason. Executive may voluntarily resign Executive’s position with the Company without
Good Reason at any time, upon sixty (60) days’ advance written notice. The effectiveness of any such voluntary resignation may be
accelerated by the Company in its sole and absolute discretion. In the event of such termination or resignation, Executive will be entitled
to the Accrued Obligations and no other amount, except as required by applicable law.


 


7.5            Removal
from any Boards and Positions. If Executive’s employment is terminated for any reason, Executive shall automatically,
without further action, notice or deed, be deemed to resign from any position with any Company Group Member, including, but not
limited to, as an officer of any Company Group Member; provided, however, that Executive shall not be deemed to resign or be
required to resign from his position as a member of the Board unless Executive is terminated for Cause, in which case Executive
shall resign his position as a member of the Board but shall maintain any rights Executive has under the Stockholders Agreement of
AirSculpt Technologies, Inc., dated as of November 2, 2021 (the “Stockholders Agreement”), including
but not limited to the right of Executive to appoint a successor to the Board pursuant to Section 2.1(a)(ii) of the
Stockholders Agreement. Notwithstanding the foregoing, this Section 7.5 shall control in the event of conflict with the
Stockholders Agreement. For avoidance of doubt, Executive acknowledges and agrees that Executive’s change in title, authority,
duties and responsibilities to the Company under this Agreement shall not constitute “Good Reason” as such term is
defined herein and in the Prior Agreements, or otherwise constitute a material breach of this Agreement or the Prior Agreements, and
Executive shall not be entitled to, and hereby waives any right to, any severance, equity vesting acceleration, or any other similar
benefits in connection with the change in title authority, duties and responsibilities to the Company due to the change in position
under this Agreement; however, Executive shall not be deemed to waive any rights to severance or other benefits under this Agreement
or any other agreements with the Company in the event that Executive terminates his employment for Good Reason as provided
hereunder.


 






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7.6            Release.
In order to receive the Severance Payments, Executive must timely execute (and not revoke) a separation agreement and general release
(the “Release”) in substantially the form attached hereto as Exhibit A within sixty (60) days of the Termination
Date, and (ii) Executive’s non-revocation of such Release. Notwithstanding anything to the contrary contained in this Agreement,
(i) the Company’s obligations to provide the Severance Payments will immediately cease if Executive is in breach of the Covenant
Agreement in any material respect and fails to cure such breach (if curable) within fifteen (15) days after receipt of notice of such
breach from the Company, and (ii) in the event that Executive fails to timely cure such breach of the Covenant Agreement, then upon
demand by the Company, Executive shall immediately repay to the Company the amount of any Severance Payments previously paid.


 


8.            Non-contravention.
Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance
by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, or be prevented, interfered
with or hindered by, the terms of any employment agreement or other agreement or policy to which Executive is a party or otherwise bound,
and further that Executive is not subject to any limitation on his activities on behalf of the Company Group Member as a result of agreements
into which Executive has entered.


 


		9.	General Provisions.



 


9.1            Successors
and Assigns. The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding upon
the successors and assigns of the Company. Executive shall not be entitled to assign any of Executive’s rights or obligations under
this Agreement.


 


9.2            Waiver.
Any provision of this Agreement may be waived if, and only if, such waiver is in writing and signed by the party against whom the
waiver is to be effective. No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall
operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege, and no waiver in any one instance shall be effective with respect to any other
instance or create a course of dealing.


 






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9.3            Key-Man
Insurance. Upon the Company’s request, Executive shall cooperate (including, without limitation, taking any required physical
examinations) in all respects in obtaining a key-man life and/or long-term disability insurance policy with respect to Executive in which
the Company (or any subsidiary or affiliate) is named as the beneficiary.


 


9.4            Legal
Counsel. Executive acknowledges and warrants that (i) he has been advised that Executive’s interests may be different from
the Company’s interests, (ii) he has been afforded a reasonable opportunity to review this Agreement, to understand its terms
and to discuss it with an attorney and/or financial advisor of his choice and (iii) he knowingly and voluntarily entered into this
Agreement. The Company and Executive shall each bear their own costs and expenses in connection with the negotiation and execution of
this Agreement.


 


9.5            Severability.
In the event any provision of this Agreement is found to be unenforceable by a court of competent jurisdiction, such provision shall be
deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall
receive the benefits contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment
of such court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall
not be affected thereby.


 


9.6            Interpretation;
Construction. The headings set forth in this Agreement and the division of this Agreement into sections and subsections are for convenience
only and shall not be used in interpreting this Agreement. This Agreement has been drafted by legal counsel representing the Company,
but Executive has participated in the negotiation of its terms. Furthermore, Executive acknowledges that Executive has reviewed and revised
this Agreement and had it reviewed by legal counsel and, therefore, the normal rule of construction to the effect that any ambiguities
are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.


 


9.7            Governing
Law; Jurisdiction. Any and all actions or controversies arising out of this Agreement, Executive’s employment by the
Company or the termination thereof, including, without limitation, breach of contract and tort claims, shall be construed and
enforced in accordance with the internal laws of the State of Florida, without regard to any choice of law or conflicting provision
or rule (whether of the State of Florida or any other jurisdiction) that would cause the laws of any jurisdiction other than
the State of Florida to be applied. Any and all actions arising out of this Agreement or Executive’s employment by the Company
or the termination thereof shall be brought and heard in the state and federal courts located in the Florida, and the parties hereto
hereby irrevocably submit to the exclusive jurisdiction of any such courts. COMPANY AND EXECUTIVE HEREBY WAIVE THEIR RESPECTIVE
RIGHT TO TRIAL BY JURY IN ANY ACTION CONCERNING THIS AGREEMENT OR ANY AND ALL MATTERS ARISING DIRECTLY OR INDIRECTLY HEREFROM AND
REPRESENT THAT THEY HAVE CONSULTED WITH COUNSEL OF THEIR CHOICE SPECIFICALLY WITH RESPECT TO THIS WAIVER.


 






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9.8            Remedies
Cumulative. All remedies provided in this Agreement are cumulative and in addition to all other remedies which may be available at
law or in equity.


 


9.9            Notices.
Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, faxed, or sent
by nationally recognized overnight courier service (with next business day delivery requested), or sent by electronic mail, provided,
that the submission by electronic mail is promptly confirmed by telephone confirmation thereof or followed by one of the other foregoing
permitted means of notice. Any such notice or communication shall be deemed given and effective, in the case of personal delivery, upon
receipt by the other party, in the case of faxed or notice by email, upon transmission of the fax or email, in the case of a courier service,
upon the next business day, after dispatch of the notice or communication. Any such notice or communication shall be addressed as follows:


 


If to the Company, to:


 


AirSculpt Technologies, Inc.


400 Alton Road, Unit TH-103M


Miami Beach, FL 33129 


Attn:     Board
of Directors


 


with a copy to:


 


McDermott
Will & Emery LLP


500 North Capital Street, NW


Washington, DC 20001-1531


Email: tconaghan@mwe.com


Attn:     Thomas Conaghan


 


If to Executive, to him at the offices of the Company with
a copy to him at his home address as set forth in the records of the Company.


 


9.10          Survival.
Notwithstanding anything herein to the contrary, each provision of this Agreement shall survive the termination of this Agreement for
any reason or Executive’s ceasing to provide services to the Company to the extent necessary to give effect to its terms, including,
without limitation, Sections 8, 9, 10, 11, 12, and 13 of this Agreement.


 


9.11          Counterparts.
This Agreement may be executed in any number of counterparts and each such duplicate counterpart shall constitute an original, any one
of which may be introduced in evidence or used for any other purpose without the production of its duplicate counterpart. Moreover, notwithstanding
that any of the parties did not execute the same counterpart, each counterpart shall be deemed for all purposes to be an original, and
all such counterparts shall constitute one and the same instrument, binding on all of the parties hereto.


 






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9.12          Defend
Trade Secrets Act. Executive acknowledges receipt of the following notice under the Defend Trade Secrets Act: An individual will not
be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret if he/she (i) makes
such disclosure in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and
such disclosure is made solely for the purpose of reporting or investigating a suspected violation of law; or (ii) such disclosure
was made in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal.


 


9.13          Preserved
Rights. This Agreement is not intended to, and shall not, in any way prohibit, limit or otherwise interfere with Executive’s
protected rights under federal, state or local law to, without notice to the Company: (i) communicate or file a charge with a government
regulator, (ii) participate in an investigation or proceeding conducted by a government regulator, or (iii) receive an award
paid by a government regulator for providing information.


 


9.14          Cooperation.
Subject to Section 9.14, during the Term and thereafter, in the event that any proceeding is commenced by any governmental
authority or other person in connection with the business of the Company, Executive agrees to cooperate with the Company to defend against
such proceeding and, if an injunction or other order is issued in any such proceeding, to cooperate with the Company in its efforts to
have such injunction or other order lifted. If such cooperation is following the end of the Term, then the Company shall reimburse Executive
for all reasonable documented out-of-pocket expenses incurred in connection with such cooperation and the Company agrees that such cooperation
will not unreasonably interfere with Executive’s duties to a subsequent employer.


 


9.15          Tax
Withholding. The Company or other payor is authorized to withhold from any benefit provided or payment due hereunder, the amount of
withholding taxes due any federal, state or local authority in respect of such benefit or payment and to take such other action as may
be necessary in the opinion of the Company to satisfy all obligations for the payment of such withholding taxes. Executive will be solely
responsible for all taxes assessed against him under applicable law with respect to the compensation and benefits described in this Agreement,
other than typical employer-paid taxes such as FICA, and the Company makes no representations as to the tax treatment of such compensation
and benefits.


 


9.16          Agreement
to Take Actions. Each party to this Agreement shall execute and deliver such documents, certificates, agreements and other instruments,
and shall take all other actions, as may be reasonably necessary or desirable in order to perform his or its obligations under this Agreement.


 


9.17          Expenses.
The Company shall reimburse Executive up to $15,000 for attorney’s fees and costs in connection with the negotiation, preparation
and execution of this Agreement through December 31, 2022.


 


10.            No
Other Contracts. Executive represents and warrants to the Company Group Members that neither the execution and delivery of this Agreement
by Executive nor the performance of Executive’s obligations hereunder, shall constitute a default under or a breach of any other
agreement or contract to which Executive is a party or by which Executive is bound, nor shall the execution and delivery of this Agreement
by Executive nor the performance of Executive’s duties and obligations hereunder give rise to any claim or charge against either
Executive or any Company Group Member based upon any other contract, or agreement to which Executive is a party or by which Executive
is bound. Executive shall indemnify and hold harmless each Company Group Member against any and all claims that execution and delivery
of this Agreement by Executive or Executive’s performance of his obligations hereunder constitutes a default under or a breach
of any other agreement or contract to which Executive is a party or by which Executive is bound.


 






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		11.	Code Section 409A Compliance.



 


11.1          This
Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Internal Revenue Code of 1986 as amended,
and any regulations and Treasury guidance promulgated thereunder (collectively, “Section 409A of the Code”).


 


11.2          The
Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be
necessary to ensure compliance with the provisions of Section 409A of the Code.


 


11.3          The
preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this
Agreement. No Company Group Member shall be liable to Executive for any payment made under this Agreement which is determined to result
in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under
this Agreement as an amount includible in gross income under Section 409A of the Code.


 


11.4          For
purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right
to a series of separate payments.


 


11.5          With
respect to any reimbursement of expenses or any provision of in-kind benefits to Executive specified under this Agreement, such reimbursement
of expenses or provision of in-kind benefits shall be subject to the following conditions: (ii) the expenses eligible for reimbursement
or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount
of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangements providing for the reimbursement
of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made no later
than the end of the year following the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits
shall not be subject to liquidation or exchange for another benefit.


 


11.6          Notwithstanding
anything in this Agreement to the contrary, if a payment obligation arises on account of Executive’s separation from service while
Executive is a “specified employee” as described in Section 409A of the Code and the Treasury Regulations thereunder
and as determined by the Company in accordance with its procedures, by which determination Executive is bound, any payment of “deferred
compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury
Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall be made on the first (1st) business day of the seventh (7th)
month following the date of Executive’s separation from service, or, if earlier, within fifteen (15) days after the appointment
of the personal representative or executor of Executive’s estate following Executive’s death.


 






    -12-


     


    

 


12.          Section 280G
of the Code. In the event that it is determined that any payments or benefits provided under this Agreement, together with
any payments or benefits to be provided under any other plan, program, arrangement or agreement, would constitute parachute payments within
the meaning of Section 280G of the Internal Revenue Code of 1986 as amended, and any regulations and Treasury guidance promulgated
thereunder (collectively, “Section 280G of the Code”) and would, but for this Section 12 be subject
to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state
or local law or any interest or penalties with respect to such taxes (the “Excise Tax”), then the amounts of any such
payments or benefits under this Agreement and such other arrangements shall be either (a) paid in full or (b) reduced to the
minimum extent necessary to ensure that no portion of the payments or benefits is subject to the Excise Tax, whichever of the foregoing
(a) or (b) results in the Executive’s receipt on an after-tax basis of the greatest amount of payments and benefits after
taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax). The
Company shall cooperate in good faith with the Executive in making such determination, including but not limited to providing the Executive
with an estimate of any parachute payments as soon as reasonably practicable prior to an event constituting a change in the ownership
or effective control of the Company or in the ownership of a substantial portion of the assets of the Company (within the meaning of Section 280G(b)(2)(A) of
the Code). Any such reduction pursuant to this Section 12 shall be made in a manner that results in the greatest economic
benefit for the Executive and is consistent with the requirements of Section 409A of the Code. Any determination required under this
Section 12 shall be made in writing in good faith by a nationally recognized public accounting firm selected by the Company
and paid for by the Company. The Company and the Executive shall provide the accounting firm with such information and documents as the
accounting firm may reasonably request in order to make a determination under this Section 12.


 


13.          Entire
Agreement; Modification. This Agreement and the Covenant Agreement contain the entire agreement of the parties hereto with respect
to the terms and conditions of the Executive’s employment during the Term and activities following termination of this Agreement
and the Executive’s employment with the Company and supersede any and all prior agreements and understandings, whether written or
oral, between the parties hereto with respect to the subject matter of this Agreement or the Covenant Agreement. Each party hereto acknowledges
that no representations, inducements, promises or agreements, whether oral or in writing, have been made by any party, or on behalf of
any party, which are not embodied herein or in the Covenants Agreement. No agreement, promise or statement not contained in this Agreement
or the Covenant Agreement shall be valid and binding, unless agreed to in writing and signed by the parties sought to be bound there.


 


THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING
AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES
FIRST ABOVE WRITTEN.


 


[The remainder of this page is intentionally
left blank.]


 






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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of January 4, 2023.


 


	 	COMPANY
	 	 
	 	AirSculpt
    Technologies, Inc.
	 	 
	 	By:	/s/
    Daniel Sollof
	 	 	Name:
    Daniel Sollof 
	 	 	Title:
    Authorized Signatory
	 	 
	 	EXECUTIVE
	 	 
	 	/s/
    Dr. Aaron Rollins 
	 	Dr. Aaron
    Rollins




 


[Signature Page to Dr. Rollins Second Amended
and Restated Employment Agreement]


 






     


     


    

 


Execution Version


 


Exhibit A


 


[The
language in this Release may change based on legal developments, no substantive changes may be made without
Executive’s consent.]


 


GENERAL RELEASE OF ALL CLAIMS


 


1.              For
valuable consideration, the adequacy of which is hereby acknowledged, the undersigned (“Executive”), for himself,
his spouse, heirs, administrators, children, representatives, executors, successors, assigns, and all other persons claiming through
Executive, if any (collectively, “Releasers”), does hereby release, waive, and forever discharge EBS Enterprises,
LLC and AirSculpt Technologies, Inc. (“AirSculpt” and together with EBS Enterprises, LLC, the “Company”),
and the Company’s subsidiaries, parents, affiliates, related organizations, and equity holders, and their respective affiliates,
employees, officers, directors, attorneys, successors, and assigns or each of the foregoing (collectively, the “Releasees”)
from, and does fully waive any obligations or liabilities of Releasees to Releasers of any kind and nature that Releasers had, have,
or might claim to have against Releasees at the time Executive executes this General Release for or in respect of any and all liability,
actions, charges, causes of action, demands, damages, or claims for relief, remuneration, sums of money, accounts or expenses, of any
kind, with respect to Executive’s employment (or the termination thereof), under the Amended and Restated Employment Agreement
between the Company and the Executive dated as of October 5, 2021 (the “Employment Agreement”) (or any successor
agreement) and any action arising in tort including libel, slander, defamation or intentional infliction of emotional distress, and claims
under any federal, state or local statute including Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 and 1871
(42 U.S.C. § 1981), the Equal Pay Act, Employee Retirement Income Security Act, Family and Medical Leave Act, the National Labor
Relations Act, the Fair Labor Standards Act, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, or the discrimination
or employment laws of any state or municipality, and/or any claims under any express or implied contract which Releasers may claim existed
with Releasees. This also includes, without limitation, a release by Executive of any claims for breach of contract, wrongful discharge
and all claims for alleged physical or personal injury, emotional distress relating to or arising out of Executive’s employment
with the Company or the termination of that employment; and any claims under the WARN Act or any similar law, which requires, among other
things, that advance notice be given of certain work force reductions. This release and waiver does not apply to any claims or rights
that may arise after the date Executive signs this General Release. The foregoing release does not apply to (a) any claims or rights
for vested compensation or benefits, (b) any claims or rights for indemnification under directors and officers liability insurance
or the Company’s limited liability company agreement, (c) any claims to enforce payments following termination of employment
under the Employment Agreement, or (d) any claims or rights accruing to any Releaser as a shareholder of AirSculpt, including under
the Stockholders Agreement of AirSculpt Technologies, Inc. dated as of [             ]
(the “Stockholders Agreement”) and the Registration Rights Agreement by and among AirSculpt Technologies, Inc.
and the other parties thereto dated as of [          ].


 


2.              Excluded
from this release and waiver are any claims which cannot be waived by law, including but not limited to the right to participate in
an investigation conducted by certain government agencies. Executive does, however, waive Executive’s right to any monetary
recovery should any agency (such as the Equal Employment Opportunity Commission) pursue any claims on Executive’s behalf.
Executive represents and warrants that Executive has not filed any complaint, charge, or lawsuit against the Releasees with any
government agency or any court.


 






     


     


    

 


3.              Executive
acknowledges and agrees that the Employee Covenants Agreement between Executive and the Company, dated as of October 2, 2018, as
amended on October 5, 2021 (the “Covenant Agreement”) and Executive’s obligations thereunder remain valid
and binding on Executive following his termination of employment, and that Executive is required to comply with the terms and conditions
of such Covenant Agreement. Executive further acknowledges and agrees that Section 7.6 of the Employment Agreement survives
Executive’s termination of employment, and in the event of a breach of the Covenant Agreement and Executive’s failure to cure
such breach within fifteen (15) days after receipt of notice from the Company of such breach, that the Company has the right to recover
any severance payments paid to Executive and Executive is obligated to repay such payments in accordance with Section 7.6
of the Employment Agreement.


 


		4.	Executive acknowledges and recites that:



 


(a)             Executive
has executed this General Release knowingly and voluntarily and that he has read and understands this General Release in its entirety;


 


(b)            Executive
has been advised and directed orally and in writing (and this subsection (b) constitutes such written direction) to seek legal counsel
and any other advice he wishes with respect to this General Release before executing it; and


 


(c)             Executive
is specifically waiving any claims regarding age discrimination, including, without limitation, pursuant to the Age Discrimination in
Employment Act and the Older Workers Benefit Protection Act.


 


(d)            Executive’s
execution of this General Release has not been forced by any employee or agent of the Company, and Executive has had an opportunity to
negotiate about the terms of this General Release.


 


(e)             Executive
has been given at least twenty-one (21) days to consider this General Release, and if executed prior to the expiration of the twenty-one
(21) day period, such execution is knowing and voluntary.1


 


(f)             The
additional benefits and other promises that Executive is to receive under the Employment Agreement are sufficient consideration for this
General Release.


 


5.              This
General Release shall be governed by the internal laws (and not the choice of laws) of the State of Florida, except for the application
of pre-emptive Federal law.


 


6.              Executive
may revoke this General Release within seven (7) calendar days after signing it. To be effective, such revocation must be made in
writing to [NAME], with a copy received at [ADDRESS]. Revocation can be made by hand delivery, electronic mail, facsimile, or postmarking
before the expiration of this seven (7) day period.


 


	Date:	 	 	Executive:	  




 


1
21 day period shall be extended to 45 days (or such longer period required by law) if in connection with termination of two or more individuals.


 






    2