General Presentation of ICP services and qualifications.

1. Presentation of Iris Capital Partners’
Mergers and Acquisitions Advisory Services
2005 - 2012
2300 M ST, NW SUITE 800 • WASHINGTON, DC 20037 • USA
P: +1 202 521 4440 • F: +1 202 747 2957
WWW.IRISCAPPARTNERS.COM

2. Iris Capital Partners (ICP) Profile
Founded in 2004, ICP is a boutique investment banking firm that offers its client mergers
and acquisitions advisory and support services.
The core competences of ICP include identification of targets, preliminary valuations and
negotiations, due diligence and other necessary support during all stages of M&A
process.
Our goal is to help our clients to conduct acquisitions in-house by providing them with
professional support during all stages of M&A transactions from the search of potential
acquisition targets to final negotiations and post-acquisition integration.
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3. Overview of Services Provided by ICP
M&A: Buyside Transactions
• Identification of acquisition targets;
• Preliminary contacts with the identified targets;
• Information gathering, valuation and preliminary negotiations;
• Due diligence support;
• Assistance with LOI/Termsheets and subsequent steps.
M&A: Sellside Transactions
• Preparation of investment documentation and valuation;
• Search and selection of buyers and preliminary negotiations;
• LOI/Termsheet;
• Due diligence support.
Financial and Economic Analysis
• Financial and benchmark profitability analysis;
• Financial modeling and statistical analysis services;
• Transfer pricing analysis;
• Valuation of intellectual property and equity positions in private companies.
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4. Mergers and Acquisitions Advisory Services: Sellside
• ICP focuses its sellside Mergers and Acquisitions services on private companies with solid and
proven business model and established market shares.
• On sellside engagements we work with business owners that realize that merger could be
beneficial for them not only as an “exit strategy” but also as a way to take their business to the
next level via strategic partnership.
• We work with clients that understand that fair business valuation is only one part of a successful
transactions. Another important part is deal structuring, including a fair “earn-up” and
transition period.
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5. Sellside Process
Preparation
Termsheet / Negotiations
of Selection of Preliminary Due
Letter of of Final Closing
Investment Buyers Negotiations Diligence
Intent “LOI” Agreements
Documents
Presentation Acceptance
of Buyer(s) of LOI
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6. ICP served as an exclusive adviser to the
shareholders of Izolan Ltd during all stages of the
transaction. ICP performed the following services:
• Business valuation;
• Negotiations with prospective buyers (BASF, DuPont,
Dow Chemicals);
• Structuring of the joint-venture with the selected
strategic partner – Dow Chemicals;
• Support to Izolan’s attorneys ;
• Transfer pricing arrangement between JV “Dow-Izolan”
and Dow Chemicals;
• Employment and earnup agreements for the
shareholders and key employers of Izolan Ltd.
As a result of this transaction, a brand-
“… this joint-venture would not be possible without new plant that incorporates all latest
Alexey’s (ICP) support and guidance. I can highly
recommend Alexey to owners of Russian companies that technologies was built in the City of
want to build a working joint-venture with a Western Vladimir (170km from Moscow).
company.”
Today DOW-Izolan is a leading producer
of polyurethane systems in the Russian
Federation.
Mikhail Tsarfin,
CEO of “Dow-Izolan” former owner of Izolan Ltd.
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7. Mergers and Acquisitions Advisory Services: Buyside
ICP provides its buyside Mergers and Acquisitions services to companies that prefer to perform
acquisition activities in-house. ICP provides the following services:
1. Identification of acquisition targets that meet selection criteria set by the client;
2. Preliminary negotiations with owners of the identified target companies about the prospects of
potential acquisition;
3. Preliminary negotiations, including:
 Financial and operational information gathering;
 Verification of the provided data, including field visits and other activities necessary to conduct preliminary
due diligence;
 Business valuation and initial negotiations;
 Preliminary negotiations on deal structuring (earnups, non-competes, employment agreements, options,
etc.).
During the initial stages ICP can act without revealing the name of the client to the potential targets.
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8. Buyside Process
Identification
of acquisition
Identification
targets that Preliminary
of the search Termsheet / Negotiations
meet the Negotiations
criteria for Letter of Due Diligence of Final Closing
selection with selected
potential Intent “LOI” Agreements
criteria targets
targets
established by
the client
Acceptance
of LOI
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9. Examples of Projects Completed by ICP
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10. Our Competitive Advantages
• ICP maintains total transparency at every stage of the process. No “black box
Transparency solutions” in valuation, search and negotiations with potential targets
• We recognize that unauthorized disclosure of information about the client’s
Confidentiality intentions can damage the business, therefore, ICP maintains complete
confidentiality during the entire process.
• ICP has developed relationships with local boutique investment banks in the European
Network of Union, the Russian Federation, Kazakhstan, and Ukraine. From our experience, it is
often better to use smaller, more dynamic boutique-style banks to execute
relationships transactions in emerging markets. Large Investment banks often are not well-
equipped to handle transactions under certain amounts.
Cost • Our cost structure is flexible and is result-oriented. Our team consists of highly
effectiveness skilled professionals that are mobile, multilingual and multicultural.
Personable • We treat our clients’ businesses as our own and striving to protect our clients’
approach interests is always our number one priority.
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11. ICP Team and Qualifications
Alexey has over 10 years of experience in investment banking, both sell-side and buy-side,
private equity and valuation. Prior to joining Iris Capital Partners, Alexey was a vice
president at the Houlihan Lokey investment bank and before that he worked at KPMG
Alexey Khripunov Valuation Group, Deloitte Economic Analysis and Valuation Group and Price Waterhouse.
Managing Director Alexey Khripunov completed his MBA with concentration in Finance at the George
Washington University in Washington. DC.
John has over 15 years of experience in financial communications and compliance-
related services to the public and private companies. John is an expert in the US SEC
EDGAR database and other databases that contain data on public and private companies,
M&A transactions and other critical data to successfully complete sell-side engagements.
John Bryant John is a graduate from the State University of New York.
Senior Research Manager
Brian West serves as General Counsel for Iris Capital Partners. He has more than 22 years
of experience assisting clients in the areas of venture capital structuring, international
business and civil law. Mr. West has worked extensively in establishing and operating
various businesses which include an outdoor advertising concern in the US, real estate
Brian West settlement services firms and traditional legal services entities.
General Counsel
Daniela performed financial modeling services to such companies as IBM, AXA
Rosenberg and other Fortune 100 companies. In addition to ICP Daniela serves as a
professor of mathematics and statistics the Massachusetts Institute of Technology
(MIT). She has significant experience in financial modeling and statistical analysis.
Daniela Farias, Ph.D. Daniela earned her Ph.D. in mathematical science from Stanford University.
Senior Financial Engineer
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12. ICP Team and Qualifications
Michael Holmes holds a Ph.D. in Geology from the University of London and a M.Sc. in
Petroleum Engineering from the Colorado School of Mines. He started his professional
career with British Petroleum (England, Libya, East Africa, and North Sea) and then joined
Shell Canada. Subsequently, he was a Research Scientist for Marathon Oil Company's
Dr. Michael Holmes Denver Research Center. For a brief period, he was Exploration and Production Manager
Senior Advisor for Berry Wiggins in London.
Dr. Schmid advises and represents Iris Capital Partners after having spent the past 26
years at UBS AG's legal department. Over many years, he was General Counsel of the UBS
Corporate Center. During his career at UBS, Dr. Schmid worked in New York, London and
Zurich. Bernhard’s experience is focused on banking law and international trade law.
Dr. Bernhard Schmid
Senior Advisor Dr. Schmid received his Doctor in law from Basle University and is admitted as attorney at
law in Switzerland. He completed advanced management program at INSEAD
Fontainebleau.
Prior to joining ICP Alexander worked for DaimlerChrysler in Europe and was responsible
for business development and VIP client management in Eastern Europe and Former
Soviet Union. Alexander holds Master’s degree in Economics and Business Development
from The Riga Technical University of Civil Aviation (Riga, Latvia).
Alexander Kolosov
Vice President
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13. We are looking forward to talking to you!
2300 M ST, NW SUITE 800 • WASHINGTON, DC 20037 • USA
P: +1 202 521 4440 • F: +1 202 747 2957
WWW.IRISCAPPARTNERS.COM