C A T H E R I N E V. A N D R E W S

**** *. ****** **., *******, IL 60657

Tel. 216-***-**** e-mail:

acwooo@r.postjobfree.com

EXPERIENCE

POWER SOLUTIONS INTERNATIONAL, INC. Wood Dale, IL (2012-Present: Chicago, IL: General

Counsel)

Primary focus: General Corporate, Securities, Governance and Regulatory Compliance

Control all aspects of federal securities matters, including drafting and filing all Securities Exchange Act of

1934 reports (periodic filings, proxy statements, current reports and Section 16 reports).

Successful completion of several debt and equity offerings and comment process with the SEC.

Acting secretary for all management, board and committee meetings; draft, maintain and update all policies

and related governance matters in compliance with NASDAQ, and SOX. Maintain listing applications and

interact directly with NASDAQ.

Negotiate mergers and acquisitions; joint ventures.

Draft, administer and maintain equity compensation plan and related benefits and 401(k) Plan.

Control and supervise law department, litigation and employment matters, and risk management, including

administering and maintaining whistleblower hotline.

Act as chief compliance officer; draft, disseminate, supervise and support risk and compliance policies and

procedures; continually update policies in compliance with regulatory requirements.

Draft, review and negotiate large commercial contracts and supply agreements, trademarks and IP

agreements.

Hire and supervise outside counsel.

HAHN LOESER & PARKS, LLP Cleveland, OH (2004-2009: Senior Associate; 2009 to 2012: Chicago, IL Of

Counsel)

Primary focus areas: General Corporate, Securities, Contract and Construction Law

Supervise and handle all aspects of federal and state securities matters (Securities Act of

1933) including registration statements, prospectuses and related documentation and Regulation D

offerings; Draft and file Securities Exchange Act of 1934 reports.

Successfully advise clients on exempt and non-exempt offerings of securities including

common and preferred stock, and debentures.

Experience in broker/dealer and FINRA member issues; advise clients in rules and

regulations of Investment Company Act of 1940 and Investment Advisers Act of 1940.

Advise clients on changes/updates in Corporate & Governance Compliance with SEC,

listing requirements of national exchanges (NYSE Amex, NASDAQ).

Advise financial service companies on compliance with and implications of the Dodd-

Frank Act including changes in OCC rules and regulations.

Draft, review and successfully negotiate domestic and international commercial contracts

for large publicly held companies including confidentiality, RFPs, lease, warranty, guaranty, general

business, commercial and construction (AIA contracts).

Superior research skills in all areas.

NATIONAL CITY CORP. LAW DEPARTMENT Cleveland, OH (1997-2004: Attorney/Assistant Vice President)

Primary Focus areas: Corporate Governance/Compliance, Corporate & Securities

Prepared prospectuses for stock option plans, employee and dividend reinvestment plans and all

securities filings including Proxy Statement and annual and periodic reports.

Created and periodically updated all corporate governance documents for parent and subsidiary

companies in order to comply with the Sarbanes-Oxley Act of 2002 and NYSE listing standards.

Working knowledge of SEC, NASDAQ and NYSE rules, regulations and orders.

C A T H E R I N E V. A N D R E W S

1019 W. George St., Chicago, IL 60657

Tel. 216-***-**** e-mail:

acwooo@r.postjobfree.com

Represented National City Bank Derivative Products Group in negotiating and drafting ISDA

Master Agreements, and related Credit Support Documents as well as Risk Participation Agreements

between Bank and derivative counterparties.

EDUCATION

CASE WESTERN RESERVE UNIVERSITY SCHOOL OF LAW Juris Doctorate 1999

TULANE UNIVERSITY, NEWCOMB COLLEGE B.A. English 1996

LEGAL ASSOCIATIONS

Member, Ohio Bar since 2000

Member, Ohio Bar Association since 2000

Member, Cleveland Bar Association since 2000-2010

Waived into Illinois Bar 2015

COMMUNITY LEADERSHIP/INTERESTS

Cystic Fibrosis Foundation honoree for excellence in community service; active in the 3Rs

Cleveland Bar Association program teaching the Constitution to inter-city high school students; active

in Junior Achievement

International travel. Cooking. Languages: Conversational French and Spanish. Sports: Running,

shooting, hunting and fishing, sailing, and Pilates.

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