Company Profile Advanced Services for the Global Enterprise

The pessimist complains about the wind,  the optimist expects it to change;

the realist adjust the sails.  

William Arthur Ward

January 20171

All rights reserved. It is forbidden copying and distribution of this document through of any media, including web, without prior authorization of Carlin & Associates. Logo and trademark "CarlinAssociates" and "C&A" are owned by the company and their use is not permitted for any unauthorized reproduction. The information here is for informational purposes only and are presented without responsibility on the part of Carlin & Associates.

January 2017

1. Introduction 2. Team & Head Office 3. Partners & Network 4. Context & Issues 5. Competence Sectors 6. Solutions for the Company 7. Operating Steps & Timing

Annex 1: Business Plan Annex 2: References & Sectors Annex 3: FAQ

Company profile Advanced Services for the Global Enterprise

Carlin & Associates Padova - Italy www.carlinassociates.com

Index

Carlin & Associates is the new reality of the business advising for startups and for small / medium businesses. We offer integrated services for enterprises, in an innovative and entrepreneurial way. C&A is composed of a highly professional team of international experience and expertise in the enterprise sector and business development.

C&A places its strategy experience, finance and available to small marketing and medium Italian and foreign companies wishing to expand their business internationally, or who need to optimize their sales organizations, seizing new business opportunities and improving its offer according to the target markets.

C&A is the ideal partner of a company and a start-up because it supports the new entrepreneur to define their project, structuring the organization both from a corporate and managerial aspect, promoting its financing and following it step by step in every issue operational and commercial, until finally start it. All this in less time, establishing a direct, constant and productive relationship with the entrepreneur and, above all, sustainable and flexible initial costs.

C&A has partnerships with highly professional value with which it has long-standing relations of absolute trust and that allow C&A to be present in the most important international markets and attractive, mainly US, China, Asia, Middle East.

Currently C&A follows M&A, Private Equity and Fund Raising for a total investment of about 1,5 billion euros and has an excellent track record of success.

Whatever is the operational need of your company or whatever is your business project, C&A is available for a free meeting to get to know and be able to make a first assessment, based on which we will provide, without any obligation, an analysis of situation and suggest our vision to achieve the goals you desire.

1. Introduction

4

2. Team & Head Office

Carlin & Associates consists of a group of professionals from different backgrounds and with specific skills, which in synergy with each other, which complete a full range of professional services and features of high quality.

A young and dynamic team, attentive to the needs of the company but at the same time with a global vision and well-focused on the respect of procedures and international practices, to support the company, to build a new business project, to give the entrepreneur daily support on any operational need.

Professionalism and competence on which you can always rely, in any situation.

The headquarters of C&A is located in the historic center of the city of Padua. In a prestigious building of thirteen century, offices and business structures of extreme efficiency are located, used not only by C&A but also from major international companies that have chosen Padua as a base for its activities in Italy and Europe.

In fact, among the many services that C&A provides its customers, are of great value and importance as domiciliation and representation, that in the face of cost, offer the possibility of using:

• Domiciliary company; • Availability multilingual and dedicated; • Secretariat and meeting rooms; • Full IT services (including high-speed phone lines and internet); • Organizational and logistical supervision;

and so on.

Our Head Office

5

C&A is therefore able to make use of appropriate facilities, offices, personnel and high-level skills, to be made available for any activities of its customers, be it a simple commercial representation, both for the management of complex corporate and industrial activities.

The partners of C&A are a cornerstone of the activities and the professional services offered to our customers. Thanks to a constant exchange of news, information and opportunities, C&A is always able to find the right path for any requirement, using precise skills and experience provided by managers of great competence and professionalism.

C&A relies on the collaboration of a wide network of correspondents and partners operating in Italy and in major international business areas.

3. Partners

& Network

C&A operates throughout Italy through a network of representatives and collaborations with absolute professionalism and professionals.

The international representatives of C&A are in the following countries: USA, Canada, Brazil, Argentina, Venezuela, United Kingdom, Ukraine, Russia, Tunisia, UAE, Saudi Arabia, Kenya, India, Singapore, China.

6

The Italian market of the consulting business is a market that over the years has changed particularly in the light of the radical change in the socio-economic landscape and finance that has occurred since 2008.

The SME sector, more than any other, had to be transformed, changing business strategies, optimizing the management structure and leading to a selection of the most solid companies financially and most deserving on the technological and international competitiveness plan. This happened in an industrial fabric, often homemade, like the Italian one, where the vast majority of businesses are small or medium-family, whose distrust of the financial and business consulting world is gradually increased in parallel with the recent events occur which they have deteriorated, almost irreparable, the trust towards them. All this in the almost complete absence of the Italian banking system that seems unable to adapt to the demands trends, and have become indispensable in the international markets.

In particular, the major problems are found on a daily basis because of the lack of:

• adequate financial support both from public and private/banks: the current system does not support adequately the development and innovation, but often slows it down. The banks are not technically prepared to understand the opportunities that are submitted, much less to support industrial initiatives from the outset with an entrepreneurial spirit and taking charge of a minimum of risk.

• synergistic combination between the companies and between the various support components such as institutions, universities, etc .: in Italy do not do "team". The technological synergy between companies is rather vital and indispensable to be really competitive.

• facilities and expertise suited to manage innovation and grow businesses and ideas, particularly for start-ups: incubators and business associations are important but they are not yet adequately structured to ensure an even more popular support and international level.

4. Context & Issues

7

Carlin & Associates operates in several industrial sectors and with a specific interest in innovation and research. The opportunities that we select must meet specific standards of innovation, market potential, proper management and industrial management and synergy with other complementary opportunities.

Industry • All sectors

Renewables • Eolic

• Solar

• Biomass

• Biofuels

• Hydrogen

• Innovative Technologies

Sustainability • Wastes Recovery and Reuse

• Environmental Management

• Smart Cities

Chemicals - Oil & Gas • Fine Chemicals

• Oil Refining

• Pipelines

• Process Technologies

• Engineering & Contracting

Automotive - Aeronautics • Smart Mobility

• Innovative Technologies

• Design & Engineering

• Platform for Services & Management

Advanced Materials • Nanotechnologies

• Biopolymers

• Carbon Fiber

• Nanotubes

Information Technology • Software & Apps

• Internet & Social

• e-Commerce & Online Transactions

• Communications & Mobile

• Cyber Security

• Virtual & Augmented Reality

Medical & Healthcare • Medical Equipments

• R&D

• Pharmaceuticals

• Innovative Technologies & Products

• Wellness

Fashion • Brands

• Design & Production

• Distribution & Marketing

• Brands revamping

• Accessories, apparel, shoes

Food • Italian Food Products

• Wine and Producers

• Distribution & Marketing

5. Competence

Sectors

8

Carlin & Associates, including its portfolio of products and services, manages investment opportunities in special areas, which present unique characteristics and potential of great interest Our operational flexibility allows us to face new and demanding challenges, even making use, if necessary, of reliable partners and international specialists.

5. Competence Sectors

Arts • Trading

• Management Services

• Financial Advising

• Technical Support

Real Estates

• Buy / Sell Properties

• Consultancy & Researches

• Management Services

• Hotels & Resorts

Trading Commodities • Interface Buyer/Seller

• Diligence Procedures

• Contractual & Financial Relationships

• Logistics

Sports & Social • Sports & Media Events

• Infrastructural investments

• Social & Charity

• Media Relations

In whatever field you intend to start working, or if your company has already started its activities, Carlin & Associates is your ideal partner to offer opportunities and solutions, and to make you grow and work with serenity.

9

6. Solutions for the Company • Check the company to identify weaknesses and problems.

• Analysis of potential markets, evaluation of opportunities.

• Processing new production and commercial strategies, analysis of their risk factors and optimization of existing ones.

• Preparing the Business Plan, the Investor Memorandum and investment relations, together with commercial plans.

• Coaching entrepreneur or the management for international negotiations with suppliers, customers and partners.

• Corporate reorganization in international perspective.

• Financial and banking distressing: check of current situation, negotiation with lenders to renegotiate debt and their consolidation.

• Mandates for the sale of the company, seeking for investing or financing partners, looking for new shareholders.

• Enabling international productive or commercial joint ventures.

• Start-up launching, financial support and its coordination.

• International network of representations and trading professionals, with centralized management of marketing.

• Representations and interface with agents and distributors.

• International trading of commodities (Oil & Gas, Metals, Agro, Minerals and more).

• Legal support and international advising for any business need, partnerships or relationships with third parties.

• Patent analysis in collaboration with major international Patent Attorneys.

• Analysis and improvement of the image and corporate communication (Company Profile, Website, Presentations).

Carlin & Associates provides its expertise and professionalism in the provision of a full range of services and personalized advice based on specific customer needs.

C&A operates with a highly qualified staff that constantly supports the entrepreneur contributing, effectively, to handle all the problems that present themselves during the launch of a new business or in the daily operational management of the company has already started.

10

6. Solutions for the Company

Corporate

• Check of corporate, financial and strategic situation.

• Check of Management and Production Control.

• Corporate restructuring, generational reorganization.

• Banking distressing and debt reconsolidating.

• Raising of equity capital from outside investors.

• Raising capital in financing from third-party investors.

• Sale of the company.

• Drafting of Business Plan at 5 years.

• Drafting of Investor Memorandum and Company' Teaser.

• Legal and contractual activities vs. counterparts.

• Market researches.

Management

• Business Strategy.

• Remote support for current and hot opportunities.

• Suppo r t i ng the company fo r tempora r y management.

• BP activities in JV or for new branch in another country.

• Company Financial Plan.

• Company Marketing Plan.

• Marketing Plan for activities in joint venture or branch in another country.

• Purchase and resale of products through C&A international subsidiaries and representatives.

• Business, legal, promotional coaching

Commercial

• Activation of the C&A international network for Client' promotional activities.

• Looking for agents and distributors for specific countries or Market Areas.

• Formalization of agreements of agency, distribution, representation.

• Finished product sales, Machinery, Equipment, Supply Contracts or account processing for third parties.

• License sales of Know-How, Patents.

• Finished product sales, Machinery, Equipment, Supply Contracts or account processing for third parties obtained through the activation of industrial or commercial JV procured by C&A.

• Outsourcing of commercial services and trading activities.

• Commercial negotiations with suppliers, customers.

• Finding third party partners (eg. Logistics).

• Participation in trade fairs, conferences or promotional events on behalf of the customer.

• Preparing corporate documents for foreign countries (construction, translations, etc.).

Communication

• Construction of Company Profile.

• Check the level of the existing communication and image.

• Providing a report and study on current communication level.

• Improving existing brand.

• Development of the new company brand or product.

• Coordinated graphic image, business cards, etc.

• Construction of company website.

• Studio for catalogs, product sheets, specific cards, etc.

11

7. Operating

Steps & Timing

PHASE 1 PHASE 2 PHASE 3 PHASE 4 PHASE 5

SERVICE

• Acquiring information and illustrative documents.

• Project feasibility evaluation.

• Evaluative memorandum of the project output.

• If the response is positive, submission of consulting agreement.

• Defining business strategy and project objectives

• Kick-off meeting • Provision of all

available information.

• BP & IM final approval.

• Execution of strategy meetings and definition of secondary objectives.

• Road Show with investors.

• Closing of the deal.

TIMING • 7 working days • 7 working days • 10 working days • 40 working days • 90 working days

COST • Free • Free

• Retainer Fee for opening dossier of investment and start preparing IM & BP.

• Retainer fee on any other ancillary services.

• Retainer Fee for settlement and delivery of IM & BP.

• Balance for running any other ancillary services.

• Success Fee in % on the investment value or loan taken.

• Success Fee under any other services required.

The intervention of Carlin & Associates consists of several operating steps, each with its own working methods and related operational timing. C&A does not accept all the tasks that are proposed. C&A first evaluates the projects submitted to it and, just in case the result of its preliminary assessment is positive, offers its support to the entrepreneur, which will still be programmed according to specific procedures and timelines.

12

2) Executive Summary

• Description. • Promoters. • Indicative prevision of the target market and employment initiative. • Investment characteristics of the intervention required. • General financial data at 5 years (revenues, costs, EBITDA, net income). • Investment Term-Sheet.

Annex 1 Business Plan

3) Investor Memorandum

• Detailed presentation of the promoter. • Detailed description of the project. • Key features of the product/technology. • Advantages over competitors. • Future researches and developments. • Patent status and necessary authorizations. • General and detailed data of the target market and employment initiative. • Management. • Planned corporate structure. • Development plan in five years. • SWOT analysis. • Selection of investment partners (industrial and / or financial).

General description of the investment project with the main information and financial data relating to the proposed investment.

Detailed presentation of the project, including the development of the product/technology, the project development schedule and investment management.

Any company that wishes to present themselves professionally to investors and industrial partners and/or commercial, must necessarily have adequate operational, financial and strategic documentation. C&A is specialized in building solid business projects, reliable and “auditable” by independent auditors and attractive for investment counterparts and operational partners. The "Business Plan" of a company consists of five specific documents:

1) Investment TeaserQuick resume of the proposed investment opportunity.

13

4) Marketing Plan

• Product cost. • Types and formats. • Sales channels. • The target market analysis, trends, statistics. • Analysis of competitors products, pricing, sales channels. • Countries and Areas selected. • Introduction of quotas for individual products and specific markets. • Sales Budget. • Statistics and analysis.

Annex 1 Business Plan

5) Financial Plan

• Assumptions. • Production costs. • Operating & General costs. • Investment Plan at 5 years. • First year detailed investment plan. • Budget year 1. • Budget year 2. • Budget year 3. • Budget year 4. • Budget year 5. • Depreciation Plan & Financial costs. • Main values and indexes at 5 years (Revenues, EBITDA, EBIT, EBT, CAGR, ROI, ROE, ROS, NPV). • Statistics production costs at 5 years. • Financial statistics at 5 years.

Description of the target market, including competitors, market prices, the representative statistics, the commercial strategy to be pursued and the expected values of commercial introduction.

Detailed financial analysis of costs, revenues, investment plans, allocating overhead costs, staff, budget and annual statistics.

14

Annex 2 References & Sectors of Activity

Carlin & Associates is a young company in the world of business advising, but in a short time has earned the esteem and trust of many companies and entrepreneurs, who have given important positions in many sectors. Here it is highlighted some of the tasks that have been assigned to date:

15

16

Annex 2 References &

Sectors of Activity

Sectors of Activity Medical Fashion

Green Economy Food Oil & Gas Automotive Chemicals Energy

Trading & Finance IT Industry Agricolture Contracting

Real Estates Sports Media

Advanced Materials Arts Total

Checked 10 16 2 10 3 5 2 6 3 13 7 2 4 12 2 1 4 2 104

Acquired 8 10 1 8 1 1 1 4 2 8 3 1 1 3 1 1 1 1 56

Success 80,00% 62,50% 50,00% 80,00% 25,00% 20,00% 50,00% 66,00% 66,00% 61,50% 42,80% 50,00% 25,00% 25,00% 50,00% 100,00% 25,00% 50,00% 53,85%

Incidence 14,28% 17,85% 1,78% 14,28% 1,78% 1,78% 1,78% 7,14% 3,57% 14,28% 5,35% 1,78% 1,78% 5,35% 1,78% 1,78% 1,78% 1,78%

0,00

4,50

9,00

13,50

18,00

1,781,781,781,78

5,35

1,781,78

5,35

14,28

3,57

7,14

1,781,781,78

14,28

1,78

17,85

14,28

Country Italy France UK Croatia Switzerland Austria Emirates USA India Pakistan China Indonesia Tunisia Total

Clients 34 2 3 1 2 1 2 3 2 1 3 1 1 56

Incidence 60,71% Rest of the World: 39,28%

1,79%1,79%5,36%

1,79%

3,57%

5,36%

3,57%

1,79%

3,57%

1,79%

5,36%

3,57%

60,71%

Italy FranceUK CroatiaSwitzerland AustriaEmirates USAIndia PakistanChina IndonesiaTunisia

17

Annex 2 References & Sectors of Activity

Annex 3 FAQ

The following are the most common questions that our customers addressed to us before the start of the cooperation or during execution of the agreed activities. We believe they can be useful to understand what is C&A and how it operates. We suggest that the entrepreneur interested in the use of our services reads very carefully what is stated here because he will find many answers to his questions and early requests. These FAQs are periodically updated.

1) What characteristics must have a "start-up" project in order to be rated by C&A and possibly be supported by that? C&A evaluates any type of investment project, relating to products or technologies, belonging to any sector. It is necessary that the proposals possesses interesting characteristics of innovation, or peculiarities such as being able to catch a glimpse of its potential , enough to justify the investment by third parties. C&A will make an immediate preliminary assessment, both technical and commercial, to better understand the possibilities and only on the basis of a positive result will be able to confirm its willingness to manage the proposed project.   2) How does C&A interfaces with the business owner? The relationship between C&A and entrepreneur is of course based on professional requirements that are well known and commonly used for anyone doing this job. It should, however, stood out the fact that C&A does not accept assignments where that ratio is also based on a mutual respect and absolute trust. This is less trivial than it may seem: the human resources and operational structures of C&A are limited as C&A is not the structural level of the well-known consulting multinational firms, and must dose carefully its resources only on projects that he believes in firmly and where there is a true and loyal relationship with the entrepreneur, for determination, synergy of vision and strategy, operational flexibility, openness to dialogue and confrontation. Only in this way, working in a dynamic and constructive team, it will be possible to achieve the desired objectives. If these conditions do not exist, C&A prefers not to take the job.   3) How does C&A interfaces with existing entrepreneur' professionals and consultants? The consulting activities of C&A are parallel to and synergistic with the support currently provided by existing accountants or lawyers firms that are working with entrepreneur. In fact, C&A builds business projects and supports them operationally, but can not replace such skills and expertise specific to the accountant regarding tax matters or to the attorney for the legal aspects. Indeed, C&A hopes will also establish a working relationship and sharing of strategies, for the advantage of the company or of the idea to build. Any business strategy, whether or consolidation of development and expansion, must be approved by all members of involved professional bodies.   4) How does C&A "designs and builds" a new industrial initiative? Generally C&A receives up to ten valuation requests per month, for a total of nearly 80 projects a year, in all sectors. Clearly C&A is not able to provide its services to all, both for reasons of dimensioning of its structure, and because many of these projects do not exceed the first feasibility assessment phase. Usually the types of project are presented by two categories of promoters: the company that is already started and that aims to develop new activities, or the new entrepreneur who has an idea he believes is of great potential, but that has to be completely structured and organized. In the first case, you can work on a single project because there is already a solid background and so is easier to structure a reliable strategy. In the second case, projects startup really solid and of great potential that are able to support themselves are rare. Often the idea is good but it should be included in "boxes" where inside there are other ideas that put them all together in a synergistic way (same industry, products or services, technology-based, export markets). By this way, it means that the investor is more encouraged to support them as it is a risk diversification and amplification of a chance of success. C&A is particularly expert at finding the right synergies and the ideal points of contact in such situations.   5) What kind of agreement C&A uses to provide its services? C&A offers a very simple consulting agreement, which can be exclusive in the case of special needs of the entrepreneur. For Italy' Clients, the contract is in Italian, governed by Italian law and for the regulatory and tax aspects, and has a variable duration (usually 4 months to preparation activities, BP drafting and contacting investors, up to one year, renewable for M&A and commercial agency) . The contract is subject to cancellation at any time, at very short notice and without penalty to the customer.

18

6) How is paid the C&A service? C&A provides its customers with a very wide range of services, more than 50 different types. For each service are established two types of costs: one "fixed" at the activation of cooperation and one at "success". The first is important because it activates the contractual and consulting relationship, responsibly binds the parties and forces C&A to consider the just acquired customer with the same priority for customers with whom is already working. Lastly, the advance fee forces the customer to follow the job with C&A with speed and consistency, fact not always granted. In fact, the first payment, however, much more limited when compared to the size of the initial work expressed, covers only the costs of C&A and is essential: C&A in fact does not start consulting relations with any customer who is not willing to do this small initial investment . Instead, the true profit of C&A is to achieve the ultimate goals agreed with the employer, for which there is a fee to be agreed and payable only at the effective achievement of the provisions. On the other hand, C&A also makes an investment on the customer, as well as to mobilize its professional resources, as C&A "puts his face" and reputation in support of the project which is handling.   7) What is the C&A operational "practice" after the signing of agreement with customer? Concurrently with the signing of the consultancy agreement and its activation with the down payment, within a few days it is held the first meeting at the headquarters of the customer for the "kick-off meeting". This meeting is very important to agree on things to do, share best practices, acquire information and documentation, visit the company and, for C&A, to begin to "learn" the project salient features. The same applies if instead of a company the work object relates to a specific product or technology. Then begins an ongoing and continuous dialogue between C&A and entrepreneur, almost daily, not only on the progress of the work but also because C&A is always available to assist and advise the company on any collateral and contingent operational aspect. Generally, depending on the complexity of the project, after only a few weeks C&A is able to present the first results of his work, to be discussed and reviewed with the employer. In addition to this, C&A shall be immediately inform its international network of professionals about the new customer and of his offering, and will propose in the short term the possible business opportunities in the countries of their competence.   8) What they are and how they operate C&A counterparts or investment partners in M&A activities? C&A maintains regular contact with many national and international companies in the field of industrial investments, to whom periodically offers and select the best and available opportunities. These realities are investment funds, international entrepreneurs who dedicate part of their assets in direct investments, financial operators and merchant banks. After having prepared the Investor Memorandum and Business Plan to be proposed according to the standard requirements, C&A identifies what are the correct and potential business investment partners and send them the Investor Memorandum. In case of interest, to obtain it formally, generally takes about 30-40 days, you go to the next step, namely the sending of the Business Plan which is then explained in detail with specific meetings. Goal is to get to the drafting of a letter of intent (LOI) where the investor and the company begin to formalize the guidelines of their potential partnership, according to the shared conditions and timing. During the period of validity of the LOI, usually three months, are carried out all the planned activities of thorough diligence and are prepared official documents for the formalization of the intervention and the subsequent activities. C&A oversees all these stages, until the completion of the final negotiation.   9) What guarantees has the entrepreneur of being approved his project by the investor? None. The entrepreneur should be aware that the expenditure to engage the C&A services is part of the investment plan of his company for it to grow and improve. The work done by C&A, whatever it is, always leaves concrete and durable facts, regardless of whether the full success. The company will be guaranteed that C&A, once accepted the appointment, will make 100% to reach the finish, using all his skills, but the final decision on investments is always in the hands of the investor acting in independent and autonomous way. This decision may be influenced by many factors and variables (market movements, international socio-political situations, competing products or technologies that make the project not solid, etc.) of which C&A can not control.

Annex 3 FAQ

19