INFORMATION REGARDING TRANSACTION

Summary of Asset Purchase and Sale Agreement

The following summarizes the key terms of the draft dated August 11, 2015 Asset Purchase and Sale Agreement (the “Asset Purchase Agreement”) between Instant BioScan, Inc., Instant BioScan, LLC (both together, “IBS”), and Mettler-Toledo Thornton, Inc. (“MT”). The Asset Purchase Agreement has not yet been executed, does not yet contain schedules or exhibits, and its terms are subject to change.To view a copy of the entire draft agreement and the Validation Earn-out milestones, go to .The attachments are available untilSunday, September 6, 2015.

You are directed to treat all information regarding the Asset Purchase Agreement as confidential, as required by the Asset Purchase Agreement and other instruments entered into by IBS requiring that its terms be kept confidential. Do not disclose such information except to your legal and tax advisors. By reviewing the summary of the Asset Purchase Agreement, or a draft or final copy of the Asset Purchase Agreement, you hereby agree to treat same as confidential, and noT disclose it, its details, or any information contained therein, except to your legal and tax advisors.

  1. MT will purchase substantially all of the assets of IBS for a purchase price consisting of a payment at closing (“Closing Payment”) and contingent post-closing payments. MT is assuming only certain specified liabilities. The Closing Payment will be $10,000,000. After closing, there will be an adjustment to the extent the sum of certain current assets as of the closing date is below $662,000.
  1. IBS will potentially receive the following payments after closing (sometimes referred to herein as “the Earn-Out”):
  1. An Earn-Out Amount of up to $2,500,000 (the “Validation Earn-out”), payable on the 12 and possibly 24 month anniversary of the closing, based on the percentage of achievement of certain development milestones of IBS technology as set forth on a development milestone matrix attached to the agreement. If the full Validation Earn-Out Amount has been achieved at the 12 month anniversary of closing, then no additionalValidation Earn-Out Amounts will be paid. If the full Validation Earn-Out Amount was not achieved at the 12 month anniversary, then a second calculation is made on the 24 month anniversary of closing, and if certain additional milestones have been achieved at that time, then a second Validation Earn-Out Amount is paid, but the total aggregate amount of the Validation Earn-Out cannot exceed $2,500,000.

Detailed Validation Earn-Out Amount summary

The maximum Validation Earn-Out payment amount is $2,500,000.00.

There are 7 tests or “elements” for the Validation Earn-Out, split into 2 groups, Option A and Option B, and each element can result in a payment. For each element (A1-A2, and B1-B5), a percentage is determined (0%, 15%, 50% or 100%) depending upon the degree to which certain criteria is satisfied; that percentage is multiplied by a factor (factors range from $250,000 to $1,750,000) to determine the amount of payment.

At the end of the first 12 months after closing, if certain criteria are satisfied, a payment will be made, which is determined by adding the amounts under the formulas for elements A1 and A2, then adding the sum of the amounts under the formulas for elements B1, B2, B3, B4 and B5, and using the larger of the two (Option A or B).

If less than $2,500,000 was paid at 12 months after closing, the Company has another 12 months to satisfy the criteria under A2 and B5 (but not the others) and receive an additional payment, again under either Option A or B, but not more than $2,500,000 in the aggregate, payable at the end of the 24 months after closing.

Detailed description of the elements:

Under Element A1, $1,750,000 is the factor, and it is multiplied by 100% if the FDA accepts (under a scientific protocol called USP 1223) a DMF Type V submission for detection of at least five microbes (selected from a specified list[1] and approved by the FDA); if there has been no such submission approved by the FDA, the percentage is zero (nothing is paid under this element).

Under Element A2, $750,000 is the factor multiplied by a percentage; the percentage is zero if the number of microbes validated for marketing purposes is less than 6; the percentage is 15% if the number is 6-7; 50% if 8-9; and 100% if 10 or more. As previously noted, Validation Earn-Out payments under this element may be earned during the period 24 months after closing, subject to the aggregate limit on all Validation Earn-Out payments of $2,500,000, and with the caveat that the Validation Earn-Out can be earned under Option A or Option B but not both.

All Elements under B require successful validation according to USP specifications by Amgen or any other top 20 pharmaceutical company (measured by global pharmaceutical revenue) or top 5 consumer care company (measured by global consumer care revenue).

Under Element B1, $550,000 is the factor, and it is multiplied by 100% if the validation for continuous monitoring (based on tests with at least two RealtimeMonitoringSystem Units) are run for at least two consecutive months; if there has been no validation for at least two consecutive months, the percentage is zero (nothing is paid under this element). Furthermore, if Element B1 is not met during the first 12 months, no Validation Earn-Out can be earned under Option B, so only the Validation Earn-Out under Option A is possible.

Under Element B2, $350,000 is the factor multiplied by a percentage; the percentage is zero if the number of RMS units with which validation for continuous monitoring under Element B1 has been completed, is less than 3; the percentage is 15% if the number is 3-4; 50% if 5-6; and 100% if 7 or more.

Under Element B3, $250,000 is the factor multiplied by a percentage; the percentage is zero if the average testing period for validation of continuous monitoring for the tested RMS units under Elements B1 and B2 is less than 3 continuous months; the percentage is 15% if the number of months is 4; 50% if 5; and 100% if 6 or more.

Under Element B4, $850,000 is the factor multiplied by a percentage; the percentage is zero if there is no affirmative written endorsement by a top five pharmaceutical or consumer care company based on successful validation of continuous monitoring; the percentage is 15% if such endorsement is in the form of affirmative written but fully confidential endorsement to the Buyer (whereby the Buyer is not allowed to use the endorsing company’s name in direct customer interactions or marketing materials); 50% if such endorsement is in the form of affirmative written endorsement to the Buyer (whereby the Buyer is allowed to use he endorsing company’s name in direct customer interactions but not marketing materials, and details of validation may be confidential); and 100% if such endorsement is in the form of affirmative, written endorsement as well as affirmative public endorsement (e.g., usable reference letter, paper, conference, some details of validation may still be confidential).

Under Element B5, $500,000 is the factor and it is multiplied by 100% if there has been validation for the cleaning validation application or for point-of use water monitoring application tested with at least 2 RMS units run for at least 3 continuous months; if there has been no such validation, the percentage is zero (nothing is paid under this element). As previously noted, Validation Earn-Out payments on this element may be earned during the period 24 months after closing, subject to the aggregate limit on all Validation Earn-Out payments of $2,500,000, and with the caveat that the Validation Earn-Out can be earned under Option A or Option B, but not both.

  1. A Revenue Participation Earn-Out will be paid annually at the end of each fiscal year through 2020, and is based on a percentage of net revenues derived by MT from sales to third parties of real-time microbial monitoring systems (products and consumables only) based on the IBS assets being acquired. The percentages range from 5% of net revenues over $7,500,000 up to $10,000,000, 17.5% of net revenues over $10,000,000 up to $25,000,000, and 12.5% of net revenues over $25,000,000.
  1. At the closing, all creditors of IBS (including IBS noteholders, employees, vendors, and factors) will be paid out of the purchase pricereceived from MT. Additionally, $500,000 of the closing funds will be held in an escrow account for 18 months, to be used to pay any post-closing indemnification obligations or other liabilities of IBS, as discussed below (the “Escrow Amount”). Should the amount held in escrow fall below $500,000, MT may replenish the Escrow Amount up to $500,000 out of funds that would otherwise be paid to IBS from the post-closing Validation Earn-Out Amount or the Revenue Participation Earn-Out (but only out of post-closing funds yet to be paid – there is no obligation to replenish the escrow account out of post-closing funds already paid to IBS). At the end of the 18 month period, the remainder of the funds held in escrow, if any, will be paid to IBS. There will also be held in escrow a sum sufficient to pay any liabilities that were not paid at Closing. IBS may need to incur additional debt prior to closing to cover operations and transactions expenses, which would need to be paid off at closing and reduce proceeds available to shareholders.
  1. Shortly following the closing, the board of directors of IBS intends to make shareholder distributions to IBS shareholders to the extent cash is available after payment of IBS creditors, expenses, and holdbacks for adequate reserves, but it is likely that there will be no cash available for distributions to shareholders from the closing payment. The board of directors further intends to make shareholder distributions following the receipt of payments, if any, from the Validation Earn-Out, the Revenue Participation Earn-Out, or release of the money held in the escrow account.
  1. The Transaction requires the consent of an important customer of IBS, and Buyer has also required certain modifications to the contract with this customer. Discussions between the Buyer and the customer are ongoing. Until those negotiations are concluded, there can be no assurance that this Closing condition will be able to be achieved. Modifications to the contract that are agreeable to the customer and MT may adversely affect the Earn-Out.
  1. Prior to the Closing IBS must continue to operate its business in the ordinary course, and provide reasonable access to information by MT.
  1. For a period of 5 years following the closing, IBS may not, directly or indirectly, engage in, own, have any financial interest in, manage or operate anywhere in the United States, Europe, Japan or China a business the same as, substantially similar to, or which materially competes with, the business of MT (including the invention, development, improvement, commercialization, manufacture, marketing or servicing of (i) microbial detection or speciation or identification or monitoring systems based on the combination of scattering and fluorescence detection technologies used in liquid sample or liquid media applications, and (ii) microbial detection or speciation or identification or monitoring systems based on optical methods used in industrial purified, pure or ultrapure water (<1000µS/cm conductivity) including water for pharmaceutical purposes applications). The foregoing restriction does not apply to air monitoring devices.
  1. Certain employees of IBS will be asked to sign noncompetition agreements or confidentiality and non-solicitation agreements.
  1. The agreement contains indemnification obligations whereby IBS must indemnify MT against losses of MT stemming from a breach by IBS of the Asset Purchase Agreement or any ancillary documents, or any representation or warranty or covenant made by IBS therein, any assets that are not being purchased or liabilities being assumed by MT, any taxes of IBS for periods prior to the closing, or any claim against MT arguing that MT is a successor of IBS.. The funds held in the escrow account, as well as any amounts payable under both of the Earn-Outs described above, may be used to satisfy any such indemnification obligations. Likewise, MT, indemnifies IBS against any breach by MT of the Asset Purchase Agreement or any ancillary documents or any representation or warranty or covenant made by MT therein. Except for breaches of certain fundamental representations and warranties, IBS is not obligated to indemnify MT for breaches of representations and warranties until the aggregate amount of losses incurred by MT exceeds $50,000, at which time IBS becomes liable for all losses (not just those over $50,000) and the maximum aggregate which IBS may be liable for breaches of representations or warranties is the greater of (a) $10,000,000, or (b) $5,000,000 plus 50% of the Validation Earn-Out Amount and 50% of the Revenue Participation Earn-Out.
  1. The Transaction is structured in such a way as to completely pay off all known creditors. MT has agreed to assume only a specific set of liabilities associated with the business of IBS conducted prior to Closing, limited in nature and in certain instances also in amount. To the extent IBS is unable to satisfy after Closing any liabilities that were not known liabilities and therefore paid off at Closing, including new claims asserted after Closing, there is a risk the Validation Earn-OutAmount and the Revenue Participation Earn-Out, which will be the major asset of IBS after Closing, could be subjected to claims of creditors, reducing the Validation Earn-Out Amount and the Revenue Participation Earn-Out available for distribution to shareholders. Additionally, if any such claims are asserted against MT, MT will have the ability to deduct such amounts from the Escrow, the Validation Earn-Out Amount and the Revenue Participation Earn-Out. Specifically, but without limitation, the liability to fulfill warranty obligations of IBS on any product sold prior to Closing is assumed by MT but only up to $150,000, so that if warranty obligations exceed that amount, IBS may face warranty claims for such excess amounts directly from customers or could be required to indemnify MT against such claims, reducing the Escrow, the Validation Earn-Out Amount and the Revenue Participation Earn-Out.
  1. IBS makes a number of representations and warranties to MT regarding the Company that are typically made in asset purchase agreements. Except for certain fundamental representations, liabilities for breach of the warranties expire on December 31, 2017.
  1. Closing of the Asset Purchase Agreement is subject to a number of conditions, certain of which are outside the control of IBS.

Estimated Proceeds from Transaction

An Opinion of Value of the fair market value per shareof a non-controlling shareholder interest in the equity of the corporation has been estimated by Hans Schroeder, ASA, of Business Equity Appraisal Reports, Inc., an independent consultant (“Appraiser”) as $0.767 per share and reflects the fair market value of the expected net sale proceeds, including, among other things, the cash to be paid at closing, payment of liabilities at closing, and the present discounted value of the estimated Earn-out under the asset purchase agreement. A copy of the Opinion of Value (the “Valuation”) is enclosed. Because the valuation of the equity of the Company depends on future events that cannot be predicted with certainty, the Valuation is based on certain assumptions, which are stated therein. Among other things, the independent consultant considered three scenarios using different assumptions about the ability of the Company to achieve criteria that would result in contingent payments and assigned equal weight to each of the scenarios.

The Valuation reflects payment by the Company of its estimated taxes on the sale of the assets, but not taxes that would be triggered on a subsequent dissolution and does not include taxes payable by shareholders.

Certain events may vary from assumptions in the Valuation regarding determination of fair market value per share of the Company’s stock, including potential dilution from exercise of warrants or conversion of notes.

As noted above, under the Valuation, the fair market value per share of a non-controlling shareholder interest in the equity of the Company, based on all of the assumptions made by the Appraiser, is $0.767 per share.

The value per share of the Company’s stock depends on the number of shares of stock that are outstanding (the greater the outstanding shares, the lower the price per share). The number of outstanding shares is affected by existing rights to convert debt into shares, existing warrants that may be exercised to acquire shares, and other options and obligation convertible into stock, and the conversion or exercise price that must be paid to acquire the underlying shares. The following information is provided to explain the potential dilutive effect on value-per-share as a result of the convertible notes, warrants and options. In light of the exercise price of those convertible notes, warrants and options and the uncertainty of future distributions to shareholders, it is uncertain whether the rights will be exercised. The decision to exercise conversion rights, warrants and options is beyond the control of the Company and cannot be predicted with certainty.

The value per share of stock in the Company has beenused to determine the conversion price of the Company’s convertible notes (the price is 85% of the value per share) and to determine the warrant exercise price (that price is 80% of the value per share), and to determine how many warrants each warrantholder is entitled to exercise (because that number is calculated on the basis of the principal amount of the note associated with the warrant, divided by the current value per share).