SALE MEMORANDUM

Degradable Superabsorbent Polymer Intellectual Property

Reluceo, Inc. c/o Sherwood Partners, LLC 1100 La Avenida Street, Building A Mountain View, California 94043

Thank you for expressing an interest in the acquisition of Reluceo, Inc. (Reluceo or the Company) or its assets. This memorandum presents the Company Introduction and Background, Summary of Available Assets and Terms of Sale on all intellectual property located in Mountain View, California, United States. Sherwood Partners, LLC (Sherwood) has been engaged by Reluceo as liquidating agent to sell Company and / or its assets and engage in other administrative duties as required. Former employees of Company may be available to assist with due diligence and may be open to a longer term relationship with the buyer(s). It should be noted that Sherwood has not retained any former employees and any interested party may engage directly with former employees for purposes related to this or any other matter. Disclaimer This Sale Memorandum contains information regarding certain operations and the business of Company. The information contained herein has been prepared for the purpose of providing interested parties with general information to assist them in their evaluation of Company and the assets of Company. Nothing contained in this Sale Memorandum is, or shall be relied upon, as a promise or representation as to the past or future performance of the assets. In furnishing this Sale Memorandum, neither Company nor Sherwood undertakes any obligation to provide the recipient with access to any additional information. Please review the Terms of Sale contained within this Memorandum for additional information which is incorporated herein. Company Introduction and Background Reluceo, a Delaware Corporation was founded in 2010 by Dr. Sergey Selifonov and Ms. Olga Selifonova. Until recently, the Company was located in Plymouth, Minnesota and presently has no physical location. The Company received funding from Khosla Ventures to develop a degradable superabsorbent polymer and related intellectual property. The initial focus placed upon Reluceo by representatives from Khosla Ventures was to develop a degradable diaper. Modern disposable baby diapers and incontinence products have a layered construction, which allows the transfer and distribution of urine to an absorbent core structure where it is locked in a superabsorbent polymer. The superabsorbent polymers exist within the many layers and have the appearance of salt when removed from the diaper if not exposed to a liquid substance. When exposed to liquid (urine) the superabsorbent polymer swells to approximately 40 times its weight and holds the liquid in suspension until it is
1

released. The concept is a matter of convenience, however, superabsorbent polymers produced by current baby diaper and incontinence product manufactures do not breakdown in landfills and cause a perceived harm to the environment. Reluceo succeeded in developing prototype versions of a degradable superabsorbent polymer, but the funding requirements to produce an actual diaper were too extensive to continue with a commercial application. Prior to deciding to wind down its operations in late 2013, the Company explored water retention for an agriculture application whereby supplementing bare sand or soil with ~0.1% of the degradable superabsorbent polymer was used for improving plants survival under drought conditions. Again, although the international market opportunity for this application is large the funding requirements necessary to commercialize were too extensive. Sherwood was engaged in late Q4/2013 to assist with the wind down of Reluceo. The Furniture, Fixtures and Equipment (FF&E) were consigned to an auctioneer and will be sold at auction in mid-February 2014. The intellectual property consisting of both domestic and international patent applications as well as electronic records is for sale under the Terms of Sale outlined herein. Summary of Available Assets It should be noted that Reluceo is not making any representation, expressed or implied with regard to the availability of assets listed below due to additional expenses that may be incurred to retrieve them, expressed or implied liens that may be asserted by vendors, former employees or consultants holding any of the available assets. At its own expense, any buyer(s) may elect to pursue such available assets or use whatever means necessary to obtain them. Intellectual Property Electronic repository of chemical specifications and production methodologies for a degradable superabsorbent polymer. Numbered physical log books and any purchase orders or other similar records located in Mountain View, CA. Expired and Current Patent Applications Please refer to Exhibit A which is attached to this memorandum which summarizes the list of expired and current patent applications as of December 11, 2013. The list was provided to Sherwood by the Companys patent attorney, Dr. Lori Sarageno with Dorsey & Whitney, LLP in Minneapolis, Minnesota, United States. Terms of Sale Reluceo will be the seller of the assets using a standard Asset Purchase Agreement (APA). Please note that these are the key terms under which the assets will be sold: The Company will sell and convey the assets on an as-is, where-is basis with all faults; The Company will sell and convey the assets with limited representations or warranties including the merchantability or fitness of the assets; and The Company will not indemnify the purchaser of assets. The purchaser will indemnify the Company for the use of the assets after the closing date.

As detailed above, Sherwood has been engaged as liquidating agent and will oversee the sales process and select the winning bidder(s) on behalf of Reluceo. This will be a closed bidding process whereby the names of the bidders will not be disclosed to the other interested parties. Binding terms and conditions will be outlined in an Asset Purchase Agreement (APA) which will be provided when appropriate. Due diligence can begin immediately. Any interested party will be required to execute a valid Confidentiality and Non-Disclosure Agreement (NDA) if it has not already done so. The NDA shall be deemed to acknowledge and represent that (i) it is bound by the bidding procedures contained in this Sale Memorandum; (ii) that it has an opportunity to perform due diligence on the Company and its assets; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Reluceo or Sherwood or their respective staffs, agents or attorneys; and (iv) all provided documents and reports have been provided solely for the convenience of interested parties and neither Reluceo nor Sherwood (or their respective staffs, agents or attorneys) makes any representations as to the accuracy or completeness of same. Neither Reluceo nor Sherwood represent that any of the information contained in this Sale Memorandum is a statement of fact. Interested parties are solely responsible for performing their own due diligence to determine the value and status of the offered assets through independent investigation by themselves and their legal, technical and financial advisors. If interested parties would like to arrange an in-person meeting in Mountain View, California, United States to conduct due diligence, a mutually agreeable date/time will be identified. Sherwood will also be available to host web presentations. Interested Parties will be asked to prepare Letters of Intent along the terms of the standard Asset Purchase Agreement (APA), which date will be announced later. Sherwood will render a decision shortly thereafter. Time is of the essence and therefore interested parties are encouraged to act quickly. Letters of Intent may be presented to Sherwood at any time during the due diligence phase of this process by email or facsimile. Letters of Intent must include the name of the purchasing entity, purchase price, assets to be purchased, and any variation from the standard terms and conditions of the APA. Additionally, they may include certain reasonable contingencies to closing that would be customary under these circumstances. Interested parties should be aware that any significant material changes to the APA may jeopardize the transaction and cause the Seller to reject the bid and/or reopen the bidding. This will be an AS IS, WHERE IS sale with limited representations or warranties provided by the Company as to merchantability, fitness or use of the assets and the assets may be subject to encumbrances. A final bid deadline will be announced by Sherwood to interested parties that have submitted Letters of Intent at an appropriate time. Once the announcement has been made that the bidding has ended the successful bidder (Buyer) will be required to close and fund promptly. Exclusivity will not be granted and it is the successful bidders sole responsibility to set the closing agenda. Sherwood reserves the right to close the bidding process immediately with or without notifying other bidders, and to withdraw any or all assets from this sale process in its sole discretion. Sherwood also reserves the right to accelerate, delay, cancel or alter the sales process in any manner at any time whatsoever which includes the right to close the bidding process immediately with or without notifying any or all bidders. Again, interested parties are encouraged to complete due diligence and submit offers as soon as practicable. We appreciate your sincere interest in this opportunity. We look forward to working with you and your due diligence teams to provide material so that you can make an informed purchase decision.

For more information, answers to your questions or to schedule a due diligence session, please contact: P. Alexander van Dillen | Sherwood Partners, LLC 1100 La Avenida Street, Building A | Mountain View, California 94043 | United States Direct: +1 858 762-4066 | Mobile +1 858 518-6125 | Email: avandillen@shrwood.com Bernie Murphy | Sherwood Partners, LLC 1100 La Avenida Street, Building A | Mountain View, California 94043 | United States Direct: +1650 454-8035 | Email: bmurphy@shrwood.com To sign an electronic version of the NDA please click on this link. Otherwise, please contact Alex van Dillen with Sherwood Partners by email or telephone to have the NDA emailed or sent by facsimile. Thank you. SAFE HARBOR STATEMENT This Confidential Information Statement contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by words or phrases such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. Among other things, the business outlook and statements provided by management contain forward-looking statements. Statements that are not historical facts, including statements about the Companys beliefs and expectations, are forward -looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward- looking statement. Reluceo nor Sherwood is not obligated to update any forward-looking statement, except as required under applicable law. This Confidential Information Statement is neither an offer to issue or sell, nor the solicitation of offers to purchase, any securities

EXHIBIT A

RELUCEO STATUS REPORT

TITLE Dorsey FILE NUMBER P242935.EP.01 Degradable Superabsorbent Polymers P242935.US.01 P242935.US.02 P242935.WO.01 P242935.WO-AU.01 P242935.WO-BR.01 P242935.WO-CA.01 P242935.WO-CN.01 P242935.WO-EA.01 P242935.WO-IL.01 P242935.WO-IN.01 P242935.WO-JP.01 P242935.WO-KR.01 P242935.WO-MX.01 P242935.WO-US.03 P242936.US.01 P242955.US.01 Biodegradable Superabsorbent Polymers Biodegradable Superabsorbent Polymers Degradable Superabsorbent Polymers Degradable Superabsorbent Polymers Degradable Superabsorbent Polymers Degradable Superabsorbent Polymers Degradable Superabsorbent Polymers Degradable Superabsorbent Polymers Degradable Superabsorbent Polymers Degradable Superabsorbent Polymers Degradable Superabsorbent Polymers Degradable Superabsorbent Polymers Degradable Superabsorbent Polymers Degradable Superabsorbent Polymers Biodegradable Superabsorbent Graft Polymers Biodegradable Superabsorbent SemiInterpenetrating Networks COUNTRY/OFFICE European Patent Office United States of America United States of America PCT Australia Brazil Canada China Eurasian Patent Office Israel India Japan Republic of Korea Mexico United States of America United States of America United States of America Dorsey CLIENT STATUS MATTER 496183-00004 Pending 496183-00002 496183-00003 496183-00005 496183-00006 496183-00007 496183-00008 496183-00009 496183-00010 496183-00011 496183-00012 496183-00013 496183-00014 496183-00015 496183-00016 496183-00017 496183-00018 Expired Expired Completed Issued Pending Pending Pending Pending Pending Pending Published Pending Pending Pending Expired Expired DATE FILED July 5, 2011 July 5, 2010 August 3, 2010 July 5, 2011 July 5, 2011 July 5, 2011 July 5, 2011 July 5, 2011 July 5, 2011 July 5, 2011 July 5, 2011 July 5, 2011 July 5, 2011 July 5, 2011 July 5, 2011 August 3, 2010 August 3, 2010 61/370,273 61/370,276 2013-518784 61/361,448 61/370,215 PCT/US2011/042945 2011276313 APPLICATION # LOCAL DATE FILED January 10, 2013 July 5, 2010 August 3, 2010 July 5, 2011 January 9, 2013 January 4, 2013 January 4, 2013 March 4, 2013 January 21, 2013 December 31, 2012 January 10, 2013 December 28, 2012 February 5, 2013 January 7, 2013 July 5, 2011 August 3, 2010 August 3, 2010 TYPE Utility - NSPCT Provisional - ORG Provisional - ORG Utility - ORG Utility - NSPCT Utility - NSPCT Utility - NSPCT Utility - NSPCT Utility - NSPCT Utility - NSPCT Utility - NSPCT Utility - NSPCT Utility - NSPCT Utility - NSPCT Utility - NSPCT Provisional - ORG Provisional - ORG