AYAZ R. KHAN

U.S.

• Structuring and obtaining financing for oil gas, power and natural resources based transactions in LatAm, Africa and the US (a couple

of relationships in Canada). Consulting with clients on their AD strategies

Current Projects: (i) Establishing a technology enabled alternative lending platform which provides financing to SMEs directly via

capital markets; (ii) Arranging financing for micro generation power plants for a major European equipment provider in LatAm

• Past deals: (i) arrange acquisition and development financing for a distressed oil field in LatAm; (ii) refurbishing and expanding a refinery in LatAm; (iii) advising a client on oil field acquisition in Egypt and associated financing solutions

U.S.

• Structuring and obtaining financing for oil gas, power and natural resources based transactions in LatAm, Africa and the US (a couple

of relationships in Canada). Consulting with clients on their AD strategies

• Areas of interest: Upstream EP, refineries, oil forward sale, trade finance, distressed US and LatAm OG assets

• Live deals: (i) US based specialty finance company: - perform credit analysis, structure and execute trade finance and future flow

monetization deals utilizing reinsurance agreements. Currently in the market with 4 transactions ~$ 250MM (ii) Arranging project

financing and find a JV partner to import and develop LNG distribution infrastructure in a LatAm country;

• Past deals: (i) arrange acquisition and development financing for a distressed oil field in LatAm; (ii) Arranging debt financing for acquisition of an OG drilling company in LatAm; (iii) refurbishing and expanding a refinery in LatAm

U.S.

• Responsible for originating, structuring and obtaining financing for oil gas, power and natural resources based transactions

• Areas of focus: Upstream EP and selected LNG and refinery assets

• Re-engaged previous clients in N. Africa to obtain mandates for over $2Bn in EP financing, advisory and restructuring mandates

• Worked with senior management to pitch various oil gas EP asset acquisition development financing deals. Obtained mandates

for (i) $600MM+ acquisition and development financing for 2 oil field projects in Alaska, and (ii) $80MM acquisition and development

financing for oil gas fields in Southwestern Canada.

Morgan Stanley - Representative in Pakistan

U.S. Karachi, Pakistan

• Founded and managed financial consulting division of Emergen

• Partnered with Morgan Stanley Commodities group on various energy projects in the country

• Worked with MS London and Dubai teams to structure develop transactions to hedge crude oil, refined petroleum products, LNG

supply and iron ore import exposures for the Government of Pakistan and large public and quasi-sovereign companies

• Led negotiations with Pakistan Ministry of Finance and Ministry of Petroleum on $4Bn hedging $2Bn LNG supply contracts

• Advised clients on oil gas, LNG, refineries, pre-export and mining financing with or without hedging

• Worked with Emergen CEO and CTO to restructure the less profitable arm of the technology company, business strategy by redesigning the product mix, modifying the sales effort and reducing costs; procured government funding; structured and negotiated

sales of 49% equity stake.

UK

• Worked with group heads on designing the business strategy for EMEA, Central Asia and Russian energy finance business

• Led a team of analysts and associates to originate, structure, market and execute oil, gas, power and infrastructure financings in EMEA

in collaboration with commodity sales and energy investment banking groups; deal types included leveraged recapitalization,

acquisition financings using commodity derivatives to maximize leverage and AD advisory

• Led a team to structure, market and execute first-of-its-kind Russian Railways $500MM rolling stock 'Dollarized' lease securitization

deal. Worked with the CEOs and CFOs of Russian Railway, Russian investment bank, MS senior management, rating agencies and a team of external lawyers to execute this landmark deal opening up an alternative funding source for Russian Railways

ayaz@ayazrkhan.com 903 Park Avenue. Apt. 12C, New York, NY 10075 +1(917)854-0202

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• Led a team to structure and execute $200MM non-recourse debt financing for oil field acquisition in N. Africa in collaboration with physical oil trading and hedging teams. Worked with the senior management of local owned international EP company, Minister of

Petroleum and local state owned petroleum company to execute the acquisition and privatization of this oil field

• Worked with the co-head of the global energy financing in structuring and executing $1.5Bn in pre-export financing for a sovereign.

Transaction structure allowed piercing the sovereign credit rating opening up alternative pools of capital for the sovereign.

• Conducted due diligence, worked with internal and external legal councils on the financing, hedging, production and offtake contracts.

Worked with the clients to negotiate, among others, profit sharing agreements, sale purchase agreements, EPC contracts, insurance

wraps, financing covenants, commitment letters, ISDA agreements etc.

• Worked with in-house and 3 rd party engineers, consultants, accountants and lawyers to value the assets, identity, analyze and quantify

technical, legal, tax related issues and other risks and liabilities

• Worked with in-house and 3 rd party engineers, consultants, MS syndicate and clients to create optimal capital structure and form of financing for deals

• Worked with the credit committees to get approval to underwrite the transactions and approve hedges

• Other projects include: (i) financing and hedging for €200MM bio-ethanol plant in Europe, (ii) financing for 50MW solar thermal

power plant in Europe, (iii) financing $500MM oil field acquisition financing in Africa, (iv) $2Bn refinery acquisition in N. Africa, (v)

$500MM Greenfield fertilizer plant financing in Asia, (vi) $2Bn power plant in Africa, (vii) Power sector financings in Russia, (viii)

$300MM Copper mining complex acquisition financing in Eastern Europe

• Participated in the risk approval, monitoring of the group's PL calculation and reporting

Vice President, Structured Real Estate Finance Tokyo, Japan

• Develop and execute the strategy for entry into the Japanese residential loan market

• Designed, developed and executed the automated loan application processing, credit decision and pricing model for the conduit. This

conduit funded $500MM + in origination within a year

• Conducted initial due diligence, worked with legal counsel and senior US management on the creating primary loan application,

application processing, pricing and approval process

• Evaluated and executed commercial real estate backed loan / acquisition financing for real estate funds using firm's capital

• Worked with a team responsible for structuring and executing CMBS take-outs for the loans originated to lock in the profits

• Redesigned the risk management process and policies

• Responsible for daily mark to market positions and residential loan approvals on a total portfolio of ~2 Bn outstanding

Karachi, Pakistan

• Worked with the Chairman of the Board to restructure the company; divesting non-core interests to refocus on real estate

• Ruknuddin Group of Companies is one of the oldest and largest real estate developers in Pakistan, founded in 1960

• The company had grown into a conglomerate with various un-related businesses in textiles, entertainment and agriculture

• Advised and arranged for the sale of peripheral businesses

• Re-negotiated lines of credit and outstanding bank loans

• $75MM restructuring allowed the successful launch of 1000+ acre residential and commercial real estate project in a suburb of Karachi

New York

• Developed and executed the strategy for GenRe's entry into synthetic and emerging market CDOs

• Structured, marketed and executed structured solutions to sponsors and investors utilizing derivatives and insurance contracts

• Designed new asset class of Synthetic Emerging Market CDO. Marketed the new product to and obtained a mandate from a large third

party fund manager to execute a $300MM transaction

• Structured and marketed $1Bn Synthetic Investment Grade CDO

• Researched feasibility of, developed and marketed $100MM Structured Finance Equity Fund.

New York Dedham, Massachusetts

• Developed the business plan for a company to automate the issuance and trading of structured credit products

• Partnered with eCredit.com, an existing provider of credit decision automation technology, to execute the business plan by expanding

its products into institutional fixed income markets; "Capital Flow"

• Capital Flow aimed to provide financing to trade credit market at the point of sale by directly issuing from ABCP conduit(s), thus

eliminating the need for multiple intermediaries and generating sizable cost savings

• Worked with a team of 3 to develop the product offerings, go to market strategy and pricing model

• Identified and articulated the value proposition to clients

• Secured incubation and funding commitment from LabMorgan

• Obtained the commitment from JPMorgan structured finance group to utilize their multi-billion dollar conduits

• Capital Flow was terminated in March of 2001 as a result of Chase's takeover of JPMorgan

New York Dedham, Massachusetts

• Developed the business plan for eCredit to expand its products into institutional fixed income markets; "Capital Flow"

• Worked with a team of 3 to develop the product offerings, go to market strategy and pricing model

• Identified and articulated the value proposition to clients

• Secured incubation and funding commitment from LabMorgan

• Obtained the commitment from JPMorgan structured finance group to utilize their multi-billion dollar conduits

• Capital Flow was terminated in March of 2001 as a result of Chase's takeover of JPMorgan

June 1998 - February 2000 New York, New York

• Developed and executed solutions for clients in new asset classes utilizing CBO, CLO, ABS, synthetics and CDS technology

• Provided off-balance sheet financing to create capital relief to redeploy capital for acquisitions and other higher return projects

• Developed and executed the first-of-its-kind $500MM REIT CBO transaction. Worked with the head of the hedge fund to design exit

strategy for his large REIT portfolio. Structured and recommended a novel CBO as the preferred method of sale and preserve the gains

• Developed a multi asset class hybrid CDO with CMBS, REIT and CMBS Whole Loans as the underlying asset classes.

• Led extensive rating agency negotiations for the REIT and hybrid CDO to expand the existing methodologies required to rate new asset

classes

• Worked with the senior Morgan Stanley management on strategy to enter credit default swap market

New York

• Developed and analyzed cash flow models to test the feasibility of proposed ABS and CLO ideas and to execute transactions

• Worked on a wide variety of asset securitizations - Sanwa Bank CLO ($1.4Bn), Sumitomo Bank CLO (£1.47Bn), IBJ CLO ($1.2Bn),

Capital Asset Research Corporation tax lien securitization ($285MM), State of California rate reduction bonds ($6Bn), and equipment

lease securitizations

• Created and implemented an internal credit rating system for U.S. corporate issuers

• Oversaw the validity of modeling assumptions, such as effective duration and convexity for ABS and MBS securities held in mutual

funds and managed portfolios

John M. Olin School of Business - Washington University

August 1992 - December 1995 St. Louis, Missouri