Vice President Corporate Counsel

SUSAN DOUGLAS PAINE

*** **** **** ******, ********* 12A, New York, NY 10022

Tel. 917-***-**** E-mail: advdlc@r.postjobfree.com

Admitted in New York, Bar Number 2464030, 1992

Senior corporate attorney specializing in derivatives and commercial lending transactions, representing US and foreign commercial and investment banks, capital markets companies, broker-dealers, hedge funds, special purpose vehicles and similar investment vehicles.

Experience has included participation in and coordination of standardized documentation and regulatory program management initiatives in large multinational settings; creating and maintaining databases across departmental lines for review and record-keeping purposes; and facilitating access to and the understanding of credit, legal and regulatory issues in connection with management information packs, consisting of dashboards and summary reports tailored to specific needs to measure and manage key performance indicators.

Commercial lending experience included a combination of corporate and law firm practice working with a wide variety of business organizations. Possess strong written and verbal skills, combined with excellent research and drafting abilities. Review and negotiation of commercial loan documentation included all documents and instruments related to domestic and international financing arrangements, such as amendments, refinancings, buy-outs, leveraged leases, merger and acquisition agreements, intercreditor agreements and similar and ancillary documents.

Commercial litigation experience involved participation in large due diligence projects and document production in connection with matters in litigation, as well as collection work and substantial commercial loan restructuring and work-out experience in and out of bankruptcy.

In addition to the review, negotiation and execution of ISDA and other forms of standardized documentation, derivatives experience also included the review and negotiation of underlying corporate documents, non-disclosure agreements, lending and financing documents, technology agreements and all instruments related thereto. Document review also has included acting in an advisory capacity in the event of any actual or potential dispute or lawsuit.

EXPERIENCE

4/18 – Present CRYPYTOCURRENCY & BLOCKCHAIN REGULATORY TASK FORCE (“CBRTF”)

Advisory Board Member

Act in advisory capacity to CBRTF in particular in the coordination of documentation initiatives with the International Swaps and Derivatives Association, Inc. (“ISDA”), implementing concepts regarding smart contracts and similar instruments.

8/17 – 2/18 D2 LEGAL TECHNOLOGY LLP

Consulting Attorney,

HSBC BANK USA, NATIONAL ASSOCIATION, New York, NY

Consulting corporate attorney facing corporate, investment manager, hedge fund and mutual fund counterparties on domestic and international matters, including the implementation, documentation and negotiation of regulatory-compliant derivatives agreements under the United States (“US”) and European Union (“EU”) Regimes of the Prudential Regulators (“PR”), the US Commodity Futures Trading Commission (“CFTC”) and the EU, such as the European Market Infrastructure Regulation (“EMIR”) and the Directive on Markets in Financial Instruments and the Regulation on Markets in Financial Instruments (“MIFID”). Work included the negotiation and implementation of variation margin requirements as well as the early research of and implementation of initial margin requirements in ISDA documentation..

9/13 – 7/17 VISIBLE LIGHT LLC

Consulting Corporate Counsel, Remote

Legal counsel to a multi-media company on general business matters on an as-needed basis. Work included review, negotiation and preparation of documents related to a proposed corporate restructuring; review, re-negotiation and re-drafting of license and distribution agreements; and review and preparation of corporate documents.

4/11-9/13

SOCIETE GENERALE,

THE ROYAL BANK OF SCOTLAND and BARCLAYS CAPITAL, New York, NY

Corporate Consultant

Derivatives and related documentation for hedge fund and mutual fund counterparties, such as ISDA Master Agreements (“ISDAs”), ISDA Credit Support Annexes (“ISDA CSAs”), Master Repurchase Agreements (“MRAs”), Global Master

Repurchase Agreements (“GMRAs”), Global Securities Lending Agreements, such as “ISLAs” and “OSLAs” and similar documentation; investment adviser regulation and Dodd-Frank training; review and re-documentation of service level agreements pursuant to Dodd-Frank living will requirements; confidentiality negotiations pursuant to Non-Disclosure Agreements (“NDAs”) in connection with large distressed debt and bankruptcy claims trading; re-documentation of derivatives contracts in accordance with Dodd-Frank; regulatory work in accordance with Dodd-Frank Protocols and Business Conduct Standards, and amendatory documentation work including ISDAs, ISDA CSAs, International Energy Credit Association (“IECA”) ISDA Dodd-Frank Supplement Bilateral Amendment Agreements, NDAs and Cleared Derivatives Execution Agreements (“CDEAs”).

4/10 – 3/11 STATE STREET BANK AND TRUST COMPANY, Boston, MA

Vice President and Senior Counsel

Derivatives, foreign exchange and related documentation pursuant to ISDAs, ISDA CSAs, International Foreign Exchange

Master Agreements (“IFEMAs”), International Currency Option Master Agreements (“ICOMs”), Foreign Exchange Letters, Side Letters, Give-Up Agreements, MRAs, GMRAs, etc. for principal counterparties as well as major investment advisors to hedge and mutual funds and ERISA plan counterparties. Collateralization of exposure to emerging market and European bank counterparties at risk.

11/07 -10/08 RENCAP SECURITIES, INC., New York, NY

(US Broker-Dealer Subsidiary of RENAISSANCE CAPITAL, Russian Investment Bank)

Senior Corporate Counsel

Development of equity derivatives and related documentation for the New York Office, including ISDAs and ISDA CSAs. SEC and FINRA compliance matters, including SEC Rule 15(a)(6) research and the filing of a FINRA 1017 Application for a change of business, to permit equity derivatives trading.

10/04 – 4/07 CITIGROUP ALTERNATIVE INVESTMENTS LLC, New York, NY

(TRIBECA GLOBAL MANAGEMENT LLC)

Vice President - Senior Documentation Negotiator

Prepared templates and negotiated ISDA, prime brokerage and clearing documentation for Tribeca Global Management LLC, acting as investment advisor to the Tribeca hedge funds working together with Citigroup Alternative Investments' Legal Department, in addition to work on other related trading documentation as mentioned above. Played an instrumental role in internal novations, restructurings and transfers for tax and other business purposes, and the transfer of assets from prime broker Refco, Inc. on the verge of its collapse in October 2005.

2/03 – 6/04 CLIFFORD CHANCE US LLP, New York, NY

Corporate Staff Attorney

Represented financial institutions in connection with the derivative aspects of municipal bond issuances and municipal financing generally, including ISDAs, ISDA CSAs and guaranteed investments contracts ("GICs").

2/01 – 1/03 MIZUHO CAPITAL MARKETS CORPORATION, New York, NY

(formerly FUJI CAPITAL MARKETS CORPORATION)

80th Floor, Tower 2, World Trade Center

Vice President & Legal Counsel

Gained additional expertise in international requirements for netting and collateralized derivatives for this Japanese capital markets company in addition to documentation as set forth above; participated in an extensive document restoration process following the destruction of the World Trade Center on September 11, 2001.

6/97 – 1/01 BAYERISCHE HYPO- UND VEREINSBANK AG, New York, NY

(NEW YORK BRANCH)

Director and Assistant General Counsel

In addition to derivatives documentation and commercial loan documentation, represented the Bank, its risk management subsidiaries and affiliated special purpose and investment vehicles in formation, commercial lending transactions, derivatives, credit derivatives, and the derivative aspects of international offerings of equity and debt, such as CDOs/CLOs and CMBS Asset Repackagings. Commercial lending work included extensive review of international and domestic loan and financing arrangements and ancillary documents, such as corporate purchase and acquisition agreements, underlying corporate formation and authorization agreements, shareholder and partnership agreements and similar documents.

1/97 – 6/97 MERRILL LYNCH INTERNATIONAL, New York, NY

Corporate Consultant

Assisted MLI's internal legal counsel with the development and negotiation of documentation of equity derivative transactions facing domestic and international hedge funds pursuant to ISDAs, CSAs, MRAs, GMRAs, etc., also covering contracts for differences ("CFDs").

5/95 – 12/96 SCHULTE ROTH & ZABEL, New York, NY

Corporate Associate

Represented US and foreign hedge funds and commercial banks in the documentation of derivatives transactions, in particular equity derivative transactions, and repurchase agreements, including whole loans, pursuant to the various

documentation forms above and individually negotiated “one-off” documentation dependent upon the particular transaction and counterparty.

3/92 – 3/94 J.P. MORGAN & CO. INCORPORATED, New York, NY

Vice President and Assistant General Counsel

3/91 – 3/92 DEUTSCHE BANK AG, NEW YORK BRANCH, New York, NY

Vice President and Counsel, Legal and Trading

Derivatives and related documentation organization and review for AAA-rated Deutsche Bank and J.P. Morgan in

connection with the US Government Accounting Office (GAO) Group of 30 Derivatives Study, which developed principles embodied in bank capital and risk standards and provided guidance for further attention by the Financial Accounting Standards Board ("FASB") to complex derivatives accounting issues; consolidation of foreign exchange, currency option and derivatives transactions under master agreements, as set forth above, in order to comply with these accounting and regulatory requirements for netting, giving presentations to and coordinating with foreign banks in Germany, the Netherlands, Belgium, Switzerland and France; work assignments in London and Frankfurt; regulatory research with respect to derivatives trading with hedge funds, pension funds and insurance companies.

5/81 – 2/91 CONTINENTAL BANK, N.A., Chicago, IL

Corporate Senior Attorney

Previously a senior attorney at Continental Bank in Chicago, prior to and following the run on the Bank's assets and

subsequent bail-out and restructuring by the FDIC in 1984 (post-Penn Square Bank). Experience included extensive work

in commercial loan documentation, including asset-based lending, and the early development of derivatives.

EDUCATION

INDIANA UNIVERSITY SCHOOL OF LAW, Indianapolis, IN

Juris Doctor, Graduated Cum Laude, 1981

International Moot Court Competition, Commercial Law Internship

INDIANA UNIVERSITY, Bloomington, IN

Bachelor of Arts, Graduated with Honors in Slavic Studies, 1977

Semester of Study at Leningrad State University, Spring, 1976

CULVER EDUCATIONAL FOUNDATION, Culver, IN

Graduated with Honors in Russian, 1973

LANGUAGES

Russian; some French, German and Italian

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