BioMedical Technology Solutions Holdings, Inc.(fka BMTL)

[DDHOUND]

SECTION 5: MERGER CONSIDERATION

5.1 Securities to be issued on Effective Date of Merger.
On the Effective Date of the Merger:

(a)
all issued and outstanding shares of common stock of BMTS (the “BMTS Common Stock”) shall be converted into shares of MedClean Common Stock (the “MedClean Common Stock”) The conversion rate of BMTS Common Stock into the MedClean Common Stock shall be as set forth in Exhibit 5.1(a), attached hereto (the “Exchange Ratio”). (Note: The calculation of the Exchange Ratio shall give effect to the MedClean Pre-Closing Actions, and shall be based upon the total of MedClean common stock and stock options and warrants exercisable to purchase shares of MedClean common stock outstanding as of the Effective Date (the “MedClean Fully-Diluted Shares”). Any changes in the MedClean Fully-Diluted Shares will change the number of shares of MedClean Common Stock to be issued hereunder, such that the MedClean Common Stock issued to the holders of BMTS Common Stock on the Effective Date of the Merger shall represent 60% of the total issued and outstanding shares of MedClean Common Stock immediately following the Merger.