HYTERRA LTD — M&A Activity 2008

Nov 4, 2008

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BrainZ Instruments Limited 2008 Special Meeting Asset Purchase Agreement From Natus Medical Inc.

www.brainz.com

5 November 2008

© 2007 BrainZ Instruments Limited

Natus Asset Purchase Agreement: Background

• Slow sales growth

• Ongoing cash burn despite cost control

• Lack of clear timeline to substantial market growth - likely related to outcomes data

• Merger and acquisition opportunities did not come to fruition

• OEM arrangements or partnerships involving specific product (e.g. RecogniZe) did not lead to firm proposals

• Integration of BrainZ into a broader neonatal business was the third strategic goal, in order to achieve the necessary critical mass and capital; Natus Medical is such a business (NASDAQ: BABY).

www.brainz.com

© 2007 BrainZ Instruments Limited

Natus Asset Purchase Agreement: the assets

• All products and inventories

• All intellectual property related to or used in connection with the products

• All governmental authorisations obtained by BrainZ

• All rights under assumed contracts, including accounts receivable

• Other assets as described in the Explanatory Statement

www.brainz.com

© 2007 BrainZ Instruments Limited

Natus Asset Purchase Agreement:

Amongst other agreements or conditions:

• Approval by BrainZ shareholders (75%)

• Exclusivity

• Exclusive Distribution Agreement with GE terminated on terms reasonably acceptable to BrainZ, Natus and GE

• Break fee NZ$100,000 in the event that shareholder approval is not obtained, or if the Agreement is terminated following the Board of BrainZ changing its unanimous recommendation supporting the proposal.

www.brainz.com

© 2007 BrainZ Instruments Limited

Natus Asset Purchase Agreement

Purchase Price

• on completion of the sale: NZ$ 1.3 million

Obligations assumed

• Claims under express product warranties given by BrainZ

• Product support and maintenance under the assumed contracts

www.brainz.com

© 2007 BrainZ Instruments Limited

Natus Asset Purchase Agreement: Financial

Application of purchase price

• approximately $525,000 to pay Company’s advisers (NZ$425,000

• to JT Campbell & Co Pty Ltd, NZ$100,000 in legal fees)

• Approximately NZ$650,000 for current debts and liabilities, including employee-related payments of NZ$520,000

• Plans for the future

• The Board is considering a return of capital towards end 2009 after the business is fully wound down (estimated NZ$0.03-0.04 per share)

www.brainz.com

© 2007 BrainZ Instruments Limited

Natus Asset Purchase Agreement:

Indicative Timetable:

Completion of sale of all or substantially all of the Company’s assets: On or prior to 30 November 2008

www.brainz.com

© 2007 BrainZ Instruments Limited

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BrainZ Instruments Limited Questions

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