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Cell: 203-***-**** ROXANNE KHAZARIAN Email:ac6ar1@r.postjobfree.com

*** ********* ****, *********, ** 06614

**** ******** *****, *******, ** 32828

SUMMARY

• Proven in-house generalist and business affairs executive experienced in a diverse mix of domestic and international industries, facilities and operational environments including;

• Wholesale, Retail, E-Commerce, Real Estate, Apparel, Footwear, Home Fashion, Video Game, Consumer Electronics, Events, Partnership Marketing, Entertainment Concept Development

• Entertainment, Artist /Celebrity Endorsement and Product Placement /Sponsorship /Digital Media

• Intellectual Property Licensing, Branding / Management and Protection

• Advertising Review and Compliance, Marketing, Contracts, Product Development

• Global Corporate, Transactions, Mergers and Acquisitions, International Operations and Distribution Projects and Counseling / Delivery of Online Services

• Commodities, Credit Facilities, Structured and Project Finance

• Corporate Governance, Securities and Stock Option Plans, SEC, NYSE and Global Compliance

• Litigation and Claims Management and Resolution/ Employment / Counseling

• Strong Leader With Excellent Staff, Team, Project and Budget Management Skills PROFESSIONAL EXPERIENCE

General Counsel Consultant April 2016 – Present

Developing practice as on demand/ contract in house legal consultant

Negotiated book agent and book publishing agreement

Advising design house in development for national launch

Developed and presented nationally promoted webinar on domestic/ international contracts

Negotiated and revised executive employment related agreements

Successfully resolved dispute re: executive employment related compensation

Drafting and revised start-up investor / capital agreement

Developed, drafted and presented nationally promoted webinar on drafting domestic/ international contracts for the Association of Corporate Counsel (did all the drafting and most of the presentation- Advanced Contract Drafting Techniques and Tips for Choice of Law and Venue Clauses)

Training Focus on GDPR

General Counsel and Compliance Officer January 2008 – April 2016 Gerald Metals LLC –Stamford, CT

• Member of Executive Committee and Manage worldwide legal activities for global metals trader and related finance/banking/ M & A activities, (US /Switzerland/ UK/ Holland/Singapore /Hong Kong /PRC/Mexico offices) including counterparty trading, customer contracts, offtake, mining, precious metals refining and pool accounts, broker agreements, trade insurance, joint venture, supply chain finance, credit facility, note discount, structured trade, merchant banking and project finance, broker dealer account and contract documents, representative and consulting agreements – for US and developed and emerging markets such as Europe, China, Russia, Brazil, Chile, Mongolia, India, Mexico, EU, Australia, DRC and Middle East

• Implemented contract and information / data management process improvements

• Handle corporate entity creation, intercompany equity and finance agreements, group company reorganization activity and company secretarial functions for US, UK, Swiss, Dutch and Hong Kong/PRC entities

• Roll out and manage FCPA, UK, Swiss, PRC and Brazil anti-corruption, Sanctions and compliance policies and training and Dodd Frank and European (EMIR) derivatives compliance

• Support Treasury projects – ISDA negotiations, credit support annexes, repo agreements, bank finance agreements, Account Receivables Financing, collateral pledge, guarantee and security documentation, note discount, domestic and international financings

• Handle full range of general projects, such as disclosure, litigation, commercial office leases, investment projects, shareholder agreements and acquisition activity

• Train /manage international legal Staff / Develop compliance and process improvement initiatives

• Coordinate regarding data privacy issues relating to non-US group companies Page 2 of 3

Senior Vice-President, General Counsel and Secretary July 2005 – December 2007 Gibson Guitar Corp. – Nashville, TN / NY, NY

• Handled all legal activities, staff, acquisitions and Corporate Secretarial functions across diverse legacy and start-up business units and negotiated credit facilities and re-financings –i.e. – contracts, trademarks, partnership and social marketing ventures, employment, real estate, retail, brand development – for all Gibson brands

• Developed structure for and negotiated sponsorship, customer and distribution contracts, digital media, music streaming, digital technology development and licensing project agreements, ecommerce/ retail, restaurant, advertising review and FTC projects

• Established brand and licensing royalty policies and standards that resulted in millions in incremental licensing revenue – i.e. – Guitar Hero license

• Counsel for start-up technology division and product development projects

• Lead merger and acquisition and capital financing and IP asset valuation projects worldwide / Developed and managed integration plans

• Provided legal support and established transaction guidelines for entertainment relations / event sponsorship / talent, celebrity endorsement, real estate and construction / web marketing projects

• Negotiated entertainment, artist, reality show, event sponsorship, product placement, social media and digital music license agreements, video game, toy, theme park and TV show development projects - independently generated multi-million dollar revenue stream through legal management

• Member of Product Branding / Development / Licensing Team established to develop Apparel Division and retail and restaurant distribution and development programs

• Managed aggressive anti- counterfeiting and trademark infringement program in-house

• Successfully resolved diverse set of legacy litigation and claims with multi-million dollar reductions in liability exposure or by taking over new business units

• Developed best practices, internal controls and policies for corporate governance activities, contract

• approvals, legal project and billing management

Consulting Attorney March 2005 – June 2005

General Electric, Inc. – Fairfield, CT

• Handled broad range of corporate, transactional and process improvement projects for Headquarters Corporate and Securities Legal Group for attorney on maternity leave

• Closed USD 80 million bond financing project

• Managed cross-departmental corporate officer and director indemnity project

• Developed compliance guidelines for listing requirements – London and Paris exchanges Vice-President, General Counsel February 2003 – January 2004 Kaplan Inc. – NY, NY

• Managed legal function and staff across multiple business units of an education services leader through brick and mortar and Internet based delivery systems while restructuring the department

• Developed and managed cross-functional mergers and acquisition team for a constant acquisition cycle across diverse domestic and international units and regions

• Developed and managed acquisition support

• Developed and trained legal staff / Implemented restructuring to decentralize the delivery of legal services to individual business units

• Developed system to standardize and cut cycle time for Internet marketing agreements and vendor qualification and to improve corporate entity management and advertising review

• Successfully resolved state wage/hour litigation for multi-million dollar liability savings

• Developed corporate and employment policies

• Assessed and developed internal legal resources to support corporate data privacy initiative, systems and technology clients / Managing attorney leading project for student data privacy management Consulting Attorney October 2002 – February 2003

Jones Apparel Group, Inc. – White Plains, NY

• Handled all functions for VP, Deputy General Counsel on maternity leave, including corporate, SEC, NYSE, compliance projects, staff management and IP monitoring and valuation

• Refined and executed year-end corporate restructuring project completely in-house

• Managed real estate, contract, retail, litigation, marketing, vendor and policy compliance projects Vice-President, General Counsel and Secretary April 1994 – June 2002 Ethan Allen Inc. – Danbury, CT

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• Managed legal, compliance, Corporate Secretary and Board of Directors requirements

• Developed legal strategy for integrating Ecommerce with existing retail network

• Developed worldwide IP management, advertising, product and ecommerce standards

• Managed complex corporate restructuring to more closely align operations with expanding retail business model and help reduce the effective tax rate

• Refined dealer retail acquisition model and negotiated retail store acquisitions

• Developed NYSE, annual meeting, insider trading and proxy compliance standards and co-managed stock option plan administration

• Developed counsel retention guidelines and reduced legal fees by more than $ 1 million

• Handled Senior Note Consent and Shareholders’ Rights Plan implementation

• Streamlined and standardized international and domestic contracts and performance monitoring and developed real estate leasing guidelines to cut cycle time and cost

• Negotiated international manufacturing, retail joint venture and customer agreements

• Advised on full spectrum of employee relations issues, claims and policies

• Managed litigation and claim portfolio and delivered cost recovery opportunities

• Negotiated bank credit agreements and private label retail consumer credit card (GECC) and non-recourse retail consumer loan (MBNA) agreements

Senior Counsel, International and Commercial October 1988 – April 1994 Textron Lycoming - Stratford, CT

• Supported legal needs for international and commercial operations

• Negotiated domestic and international joint venture, supply, product support, distribution, licensing, customer and product development agreements

• Established revised consumer warranty standards to minimize future claims

• Advised on all non-union employee relations matters and policies

• Managed division litigation, including successful defense of a $ 5,000,000 international arbitration award and class action benefits litigation

• Streamlined defense model and costs for product liability claims and developed lower cost settlement options through the use of in-kind products and services

Division Counsel / Attorney May 1985 – August 1988 Cadbury Schweppes Inc. - Stamford, CT

• Counseled on domestic and international legal matters for franchised beverage and distributor food businesses (FDA compliance, marketing, advertising, IP management and licensing, distribution, advertising, customer, promotion and equipment contracts)

• Developed standards for product claim handling and model for domestic and international contract manufacturing to minimize transaction costs

• Served as member of mergers and acquisition team and managed due diligence activities

• Handled litigation, insurance and employee relations matters for all U.S. operations Associate October 1980 – April 1985

Cummings & Lockwood – Stamford, CT

• Supported litigation and labor and employment matters EDUCATION

J.D. 1980 University of Pennsylvania Law School

B.A. 1977 Yale University (Summa Cum Laude, Phi Beta Kappa, Honors in History) GENERAL

• Admitted to practice state and federal courts of Connecticut

• Featured in Corporate Counsel Magazine – August 2006

• Member -Fashion Group International, Association of Corporate Counsel (ACC) and Committee Member, Sports and Entertainment Law Committee, Association of Media and Entertainment Counsel, Sports Lawyers Association, National Association of Corporate Directors

• Board Member (NY) – TJ Martell Foundation - http://www.tjmartell.org/

• Advisory Board Member – Omnidawn Publishing - http://www.omnidawn.com/

• Successful defense of international arbitration award reported in 11/30/92 WSJ

• Working knowledge of written and spoken French/Fluent in spoken Armenian

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