What changed in this filing

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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-31 · 411 added, 418 removed, 382 unchanged (68% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period

covered by this Annual Report, under the supervision and with the participation of Data Storage’s management, including its

principal executive officer and the principal financial officer, the Company conducted an evaluation of its disclosure controls and

procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934,

as amended (the “Exchange Act”).

Based on this evaluation, the company’s Principal Executive Officer and Principal

Financial Officer concluded that Data Storage’s disclosure controls and procedures are effective to ensure that information

required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed,

summarized, and reported within the time periods specified in the Securities and Exchange Commission’s (the “SEC”)

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining

effective internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.

Data Storage’s internal

control over financial reporting is designed to provide reasonable assurance to Data Storage’s management and Board of Directors

regarding the preparation and fair presentation of published financial statements in accordance with United States generally accepted

accounting principles (“GAAP”), including those policies and procedures that:

(i) pertain to the maintenance of records that,

in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable

assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts

and expenditures are being made only in accordance with authorizations of Data Storage’s management and directors and (iii) provide

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s

assets that could have a material effect on the financial statements.

Management conducted an evaluation

of the effectiveness of internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued

by the Committee of Sponsoring Organizations of the Treadway Commission in its 2013 Internal Control-Integrated Framework.

assessment included an evaluation of the design of the Company’s internal control over financial reporting and testing of the operational

effectiveness of our internal control over financial reporting.

Based on this evaluation, management has determined that as of December

31, 2021, there were no material weaknesses in our internal control over financial reporting and, management has concluded that, as of

December 31, 2021, the Company maintained effective internal control over financial reporting.

As defined by the Public Company Accounting

Oversight Board Auditing Standard No.

5, a material weakness is a deficiency or a combination of deficiencies, such that there is a reasonable

possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Because of its inherent limitations,

internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to be effective

can provide only reasonable assurance with respect to financial statement preparation and presentation.

This Annual Report does not include

an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.

report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit

the Company to provide only management’s report in this Annual Report.

Changes in Internal Control over Financial Reporting

There have been no significant changes in the Company’s

internal control over financial reporting during the most recently completed fiscal quarter ended December 31, 2021, that have materially

affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

of Disclosure Controls and Procedures.

of the end of the period covered by this Report, under the supervision and with the participation of DSC’s management, including

its principal executive officer, DSC conducted an evaluation of its disclosure controls and procedures, as such term is defined under

Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls were not effective

as of December 31, 2022, based on the material weaknesses identified below.

Weaknesses in Internal Control over Financial Reporting

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is

a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected

on a timely basis.

This material weakness contributed to the Company not designing and maintaining formal controls to analyze, account

for, and disclose complex transactions, including the accounting for certain consideration received from a vendor.

These material weaknesses

resulted in the restatement of the Company’s previously filed quarterly condensed consolidated financial information for the

periods ended June 30, 2022, related to accrued expenses, cost of goods sold, gross profit, loss from operations, net loss, earnings

per share and the related disclosures.

Plan for the Material Weaknesses

response to the aforementioned material weaknesses, management has expended and will continue to expand a substantial amount of effort

and resources for the remediation of material weaknesses in internal control over financial reporting.

In November of 2022, management

and its advisors began evaluating and documenting the design and operating effectiveness of our internal control over financial reporting,

and their work is ongoing.

Our plan also includes advisors looking over all material agreements monthly to determine accounting treatment for

complex transactions.

The material weaknesses will be considered remediated once management completes the design and implementation of

the measures described above and the controls operate for a sufficient period of time, and management has concluded, through testing,

that these controls are effective.

in Internal Control over Financial Reporting

described above, there were changes in our internal control over financial reporting during the year ended December 31, 2022, which have

materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

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holds his office until his successor is elected and qualified or his earlier resignation or removal.

Chairman of the Board, Chief Executive Officer

Chris Panagiotakos

Chief Financial Officer

Director, President

Director, Executive Vice President of Strategic Development

Matthew Grover

of the Board, Chief Executive Officer

Financial Officer

Director, Executive Vice President

Piluso, Chairman of the Board, Chief Executive Officer,

and Treasurer

Maglione, Jr.

Piluso, Chairman of the Board and, Chief Executive Officer

Piluso is Data Storage’s

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is qualified to serve as a member of our Board due to his technical expertise and management experience of technology and communications

Chris Panagiotakos, Chief

Financial Officer

Panagiotakos has served as our Chief Financial Officer since May

Panagiotakos served as the Vice President, Corporate Controller of Cinedigm Corp.

Nasdaq Global Market) from April

2017 until March 2021, where he was responsible for the company’s accounting function, oversight of the company’s external

audit, compliance and controls in addition to staff training and development.

Prior to becoming Vice President, Corporate Controller of

Cinedigm Corp, he served as their Corporate Assistant Controller from October 2013 to April 2017.

From September 2004 to October 2013,

Panagiotakos served in various capacities in the accounting department at Young Broadcasting Inc., including as Controller of one

its divisions and Assistant Corporate Controller.

Panagiotakos has over 24 years in public company accounting experience and he brings

a broad range of experience related to public company accounting matters.

Panagiotakos holds a Bachelor of Business Administration

in Accounting from Bernard M.

Baruch College, a Masters of Business Administration from Texas A&M University-Commerce, and is a Certified

Public Accountant.

Panagiotakos,

Chief Financial Officer

has served as our Chief Financial Officer since May 18, 2021.

Panagiotakos served as the Vice President, Corporate Controller of Cinedigm

Nasdaq Global Market) from April 2017 until March 2021, where he was responsible for the company’s accounting function,

oversight of the company’s external audit, compliance and controls in addition to staff training and development.

Prior to becoming

Vice President, Corporate Controller of Cinedigm Corp, he served as their Corporate Assistant Controller from October 2013 to April 2017.

From September 2004 to October 2013, Mr.

Panagiotakos served in various capacities in the accounting department at Young Broadcasting

Inc., including as Controller of one its divisions and Assistant Corporate Controller.

Panagiotakos has over 24 years in public company

accounting experience, and he brings a broad range of experience related to public company accounting matters.

Panagiotakos holds

a Bachelor of Business Administration in Accounting from Bernard M.

Baruch College, a Masters of Business Administration from Texas A&M

University-Commerce, and is a Certified Public Accountant.

Schwartz, President and Director

Schwartz is DSC’s President and serves as a Director.

He has served as President and Director since December 2016 and served

as Treasurer from 2016 to 2020.

Schwartz is CloudFirst’s President and serves as a Director.

He has served as President and Director since December 2016 and

served as Treasurer from 2016 to 2020.

Since 1995, Mr.

Schwartz has served as vice president of ABC Services, Inc., which he co-founded, where

he was responsible for the strategic direction of the company, operations, business development and sales.

Schwartz has served as vice president of ABC Services, Inc., which he co-founded,

where he was responsible for the strategic direction of the company, operations, business development and sales.

Over the past two decades,

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In addition, Mr.

Schwartz is the founder of Systems Trading, Inc., a technology leasing company established in 1997,

Schwartz is the founder of Systems Trading, Inc., a technology leasing company established in 1997, where

Schwartz serves as the company’s CEO and president.

Prior to founding these two businesses, Mr.

Schwartz was with CAC

Leasing for six years, where he started a lease asset sales division in 1991.

Schwartz was with CAC Leasing

for six years, where he started a lease asset sales division in 1991.

This division was established shortly after Mr.

earned his bachelor’s degree in business from California State University in San Bernardino.

Schwartz earned

his bachelor’s degree in business from California State University in San Bernardino.

Since 2010, Mr.

Schwartz has served

on the Board of Advisors for Data Storage Corporation.

Schwartz has served on the

Board of Advisors for Data Storage Corporation.

We believe that Mr.

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Kempster, Executive Vice President and Director

Kempster is Data Storage’s Executive Vice President, and has served as Director since 2016.

He is focused on business growth

and strategic development in one of the Company’s key verticals for 2022, government.

Prior to his current position, Mr.

Kempster served as the President of Service Delivery until 2021 and was directly responsible for forging improvements that are the

foundation of the Company’s highly rated customer service today.

Kempster is Flagship

Solution Group’s President, Data Storage’s Executive Vice President and has served as Director since 2016.

Prior to his current

position, Mr.

Kempster served as the President of Service Delivery until 2021 and was directly responsible for the foundation of the Company’s

highly rated customer service which is exists today.

Prior to Data Storage Corporation Mr.

Kempster founded ABC

Services in 1994 and served as president until 2016.

ABC Services was an IBM Gold partner and provided managed services,

equipment, software and specialized in IBM Power systems.

In 2012 ABC Services launched a joint venture with Data Storage

Corporation to provide cloud infrastructure on IBM Power systems.

The joint venture was Secure Infrastructure and Services,

Kempster founded ABC Services in 1994 and served

as founder and president until 2016.

ABC Services was an IBM Gold partner and provided managed services, equipment, software and specialized

in IBM Power systems.

In 2012 ABC Services launched a joint venture with Data Storage Corporation to provide cloud infrastructure on IBM

Power systems.

The joint venture was Secure Infrastructure and Services, (SIAS).

In 2016, ABC Services was acquired by Data Storage Corporation.

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is qualified to serve as a member of our Board because of his legal knowledge, leadership experience and general industry familiarity.

Maglione, Director

Maglione, Jr., Director

Maglione has been a Director

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and technology companies.

Matt Grover, Director

Matthew Grover, Director

Grover has served as

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company experience.

Mark Wyllie, Executive Vice President

Wyllie brings

more than 30 years of senior management and sales experience to Flagship.

In his current capacity as CEO of Flagship, he is responsible

for the day-to-day management of Flagship and implementation of the strategic and tactical direction of Flagship, as well as the integration

of services capabilities into responsive customer solutions.

Wyllie began his career with seven years at GAF Corporation,

progressing from Sales Representative to District Manager.

Included in his extensive background are key management roles with some of

the nation’s most recognized computer and data management firms.

At Burroughs, he served as Senior Account Manager;

and at NCR his

12-year tenure covered roles as District Manager, Manager of Education and Training, Director, National Accounts, Pricing Manager, and

Sales Manager.

Wyllie was also Vice-President of Sales for a division of the Mail-Well Corporation.

moved to Champion Solutions Group for 7 years as Vice President of Sales progressing to General Manager of Champion’s Services Division

from April 1998 to June 2003.

Wyllie held the position of Senior Director at Mainline Information Systems from June 2003

to July 2007 where he had responsibility for Mainline’s Services companies, including IBM Global Services, Disaster Recovery and

Professional Services.

Just prior to forming Flagship in December 2008, Mr.

Wyllie was COO for Compuquip Technologies, one of

South Florida’s largest systems integrators.

Wyllie serves on the board of directors of the South Florida Technology

Alliance, a regional 501(c)(3) nonprofit focused on driving awareness of South Florida as a technology hub.

In 2014, Flagship was awarded

with IBM’s highest honor for a Business Partner, A Beacon Award for Outstanding Community Impact.

This was the first time in IBM’s

history a Business Partner was recognized for their community involvement.

In addition to his business responsibilities, Mr.

Wyllie serves

on the IBM Global Business Partner Advisory Council, IBM MSP Advisory Council and IBM Cloud Advisory Council.

a BA in Management and holds IBM Certifications as an IBM Cloud Builder, Systems Expert x series, Smarter Cities Technical and Sales certifications,

IBM Disaster Recovery Top Gun, Blade and Storage Certifications.

In addition, Mr.

Wyllie holds a TOGAF certification.

Committees of the Board of Directors

The Board of Directors has a standing

Audit Committee, Compensation Committee, and Nominating & Corporate Governance Committee.

The following table shows the directors

who are currently members or Chairman of each of these committees.

The Board of Directors has a standing Audit Committee,

Compensation Committee, and Nominating & Corporate Governance Committee.

The following table shows the directors who are currently

members or Chairman of each of these committees.

& Corporate Governance Committee

Matthew Grover

Joseph Hoffman

Thomas Kempster

Lawrence Maglione

John Argen serves as our independent Lead Director .

Maglione, Jr.

Composition of our Board of Directors

Our board of directors currently

consists of nine members.

Our directors hold office until their successors have been elected and qualified or until the earlier of their

death, resignation, or removal.

Our board of directors currently consists of nine

Our directors hold office until their successors have been elected and qualified or until the earlier of their death, resignation,

There are no family relationships among any of our directors or executive officers.

Director Independence

exception of Charles M.

With the exception of Charles

Piluso, Harold J.

Schwartz, Mark Wyllie and Thomas C.

Kempster, our Board has determined that all of our present

directors and our former directors are independent, in accordance with the Listing Rules of the Nasdaq (the “Nasdaq Listing Rules”).

Our Board has determined that, under the Nasdaq Listing Rules, Charles M.

Schwartz and Thomas C.

Kempster, our Board has determined that all of our present directors and our former directors

are independent, in accordance with the Listing Rules of the Nasdaq (the “Nasdaq Listing Rules”).

Our Board has determined

that, under the Nasdaq Listing Rules, Charles M.

Piluso, Harold J.

Schwartz, Mark Wyllie and Thomas C.

are not independent directors because they are employees of the Company or its subsidiaries.

Schwartz and Thomas C.

Kempster are not independent directors because

they are employees of the Company or its subsidiaries.

Our Board has determined

John Argen (Chair), Joseph Hoffman, and Matthew Grover are independent under the Nasdaq Listing Rules’ independence standards

John Argen (Chair), Joseph B.

Hoffman, and Matthew Grover are independent under the Nasdaq Listing Rules’ independence standards

for the members of our Board’s audit committee (the “Audit Committee”);

Joseph Hoffman (Chair), Todd Correll, and Matthew

Grover are independent under the Nasdaq Listing Rules independence standards for the members of our Board compensation committee (the

“Compensation Committee”);

and Lawrence Maglione (Chair), Joseph Hoffman and John Argen are independent under the Nasdaq Listing

Rules’ independence standards for the members of our Board’s Nominating & Corporate Governance committee (the “Nominating

& Corporate Governance Committee”).

Hoffman (Chair), Todd A.

and Matthew Grover are independent under the Nasdaq Listing Rules independence standards for the members of our Board compensation committee

(the “Compensation Committee”);

and Lawrence A.

Maglione, Jr.

(Chair), Joseph B.

Hoffman and John Argen are independent under

the Nasdaq Listing Rules’ independence standards for the members of our Board’s Nominating & Corporate Governance committee

(the “Nominating & Corporate Governance Committee”).

Term of Office

Our directors are elected for one-year terms to hold office until the next

annual general meeting of our shareholders or until removed from office in accordance with our bylaws.

Our officers are appointed by our

Board and hold office until removed by the board.

Our directors are elected for one-year terms to hold

office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws.

are appointed by our Board and hold office until removed by the board.

Audit Committee

The Company has an Audit Committee

consisting of non-executive directors each of whom the Board has determined is an independent director pursuant to the Nasdaq

Listing Rules.

The Audit Committee members are:

John Argen (Chair), Matthew Grover and Joseph Hoffman.

The Board has determined that Joseph

Hoffman is an “Audit Committee Financial Expert” as defined by SEC rules and regulations.

The Audit Committee operates pursuant

to a written charter adopted by the Board, which is available on our website at www.DataStorageCorp.com .

The charter describes

in more detail the nature and scope of responsibilities of the Audit Committee.

The Company has an Audit Committee consisting of non-executive

directors each of whom the Board has determined is an independent director pursuant to the Nasdaq Listing Rules.

The Audit Committee members

John Argen (Chair), Matthew Grover and Joseph B.

The Board has determined that Joseph B.

Hoffman is an “Audit Committee

Financial Expert” as defined by SEC rules and regulations.

The Audit Committee operates pursuant to a written charter adopted by

the Board, which is available on our website at www.dtst.com .

The charter describes in more detail the nature and scope of responsibilities

of the Audit Committee.

Compensation Committee

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of non-executive directors each of whom the Board has determined is an independent director pursuant to the Nasdaq Listing Rules.

The Compensation Committee members are Joseph Hoffman (Chair), Todd Correll and Matthew Grover.

The Compensation Committee operates pursuant

to a written charter adopted by the board of directors, which is available on our website at www.datastorage.com .

Compensation Committee members are Joseph B.

Hoffman (Chair), Todd A.

Correll and Matthew Grover.

The Compensation Committee operates

pursuant to a written charter adopted by the board of directors, which is available on our website at www.dtst.com .

describes in more detail the nature and scope of responsibilities of the Compensation Committee.

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The Company has a Nominating & Corporate Governance

Committee consisting of non-executive directors each of whom the Board has determined is an independent director pursuant to the

Nasdaq Listing Rules.

The Nominating & Corporate Governance Committee members include Lawrence Maglione (Chair), John Argen and Mr.

Committee consisting of non-executive directors, each of whom the Board has determined is an independent director pursuant to the Nasdaq

Listing Rules.

The Nominating & Corporate Governance Committee members include Lawrence A.

Maglione, Jr.

(Chair), John Argen and Joseph

The Nominating & Corporate Governance Committee operates pursuant to a written charter adopted by the board of directors,

which is available on our website at www.datastoragecorp.com .

The charter describes in more detail the nature and scope of

responsibilities of the Nominating & Corporate Governance Committee.

The Company does not have a

formal diversity policy.

However, the Nominating & Corporate Governance Committee evaluates each individual in the context of the

Board of Directors as a whole, with the objective of recommending individuals that can best perpetuate the success of our business and

represent stockholder interests through the exercise of sound business judgment and diversity of experience in various areas.

our current directors possess diverse professional experiences, skills, and backgrounds, in addition to, among other characteristics,

high standards of personal and professional ethics, proven records of success in their respective fields, and valuable knowledge of our

business and industry.

which is available on our website at www.dtst.com .

The charter describes in more detail the nature and scope of responsibilities

of the Nominating & Corporate Governance Committee.

The Company does not have a formal diversity policy.

However, the Nominating & Corporate Governance Committee evaluates each individual in the context of the Board of Directors as a whole,

with the objective of recommending individuals that can best perpetuate the success of our business and represent stockholder interests

through the exercise of sound business judgment and diversity of experience in various areas.

We believe our current directors possess

diverse professional experiences, skills, and backgrounds, in addition to, among other characteristics, high standards of personal and

professional ethics, proven records of success in their respective fields, and valuable knowledge of our business and industry.

Merger and Acquisition Committee

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(the “M&A Committee”) consisting of non-executive directors.

The M&A Committee members are Lawrence Maglione (Chair),

John Coghlan, John Argen, Todd Correll.

The Merger and Acquisition Committee members are Lawrence

Maglione, Jr.(Chair), John Argen, Todd A.

Family Relationships

One part-time employee, reporting to our Controller,

is the wife of Thomas C.

Kempster, our Executive Vice President, Strategic Development and there is no direct reporting relationship between

such employee and Mr.

One full-time employee is the son of Harold Schwartz,

the President of DSC, and there is no direct reporting relationship between such employee and Mr.

One full-time employee is the

son and direct report to John Camello, President of Nexxis Inc.

One full-time employee is the son and direct report

to John Camello, President of Nexxis Inc.

Code of Ethics

The Company has adopted a Code

of Ethics applicable to its Directors, Officers and Employees.

A copy of our Code of Ethics is available on our website at www.datastoragecorp.com .

The Company has adopted a Code of Ethics applicable

to its Directors, Officers and Employees.

A copy of our Code of Ethics is available on our website at www.dtst.com .

Stockholder Communications

who are interested in communicating directly with members of the Board, or the Board as a group, may do so by writing directly to the

individual Board member c/o Secretary, Data Storage Corporation, 48 South Service Road, Melville, New York 11747.

The Company’s

Secretary will forward communications directly to the appropriate Board member.

If the correspondence is not addressed to the particular

member, the communication will be forwarded to a Board member to bring to the attention of the Board.

The Company’s Secretary will

review all communications before forwarding them to the appropriate Board member.

Delinquent Section 16(A) Reports.

Section 16(a) of the Exchange Act requires the Company’s

officers and directors, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities,

to file reports of ownership and changes in ownership with the SEC and are required to furnish copies to the Company.

Based solely on

the review of the Changes of Beneficial Ownership disclosures on Forms 3, 4 and 5 filed with the Securities and Exchange Commission, other

than the Form 3 filed by Mark Wyllie on June 15, 2021, there were no delinquent Section 16(a) Reports for the year ended December 31,

Stockholders who are interested

in communicating directly with members of the Board, or the Board as a group, may do so by writing directly to the individual Board member

c/o Secretary, Data Storage Corporation, 48 South Service Road, Melville, New York 11747.

The Company’s Secretary will forward communications

directly to the appropriate Board member.

If the correspondence is not addressed to the particular member, the communication will be forwarded

to a Board member to bring to the attention of the Board.

The Company’s Secretary will review all communications before forwarding

them to the appropriate Board member.

EXECUTIVE COMPENSATION

Compensation of Executive Officers

The following summary compensation

table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by the Company during the fiscal

years ended December 31, 2021 and December 31, 2020, in all capacities for the accounts of our executive officers, including the Chief

Executive Officer.

The following summary compensation table sets forth

all compensation awarded to, earned by, or paid to the named executive officers paid by the Company during the fiscal years ended December

31, 2022, and December 31, 2021, in all capacities for the accounts of our executive officers, including the Chief Executive Officer.

Summary Compensation Table

Name & Principal

Incentive Plan

Piluso, Chief Executive Officer, Treasurer and Chairman

Chris Panagiotakos, Chief Financial Officer,

Harold Schwartz – President

Tom Kempster – Executive Vice President, Strategic Development

Piluso, Chief Executive Officer,

Treasurer and Chairman of the Board

Panagiotakos,

Chief Financial Officer

Schwartz President

Kempster Executive Vice President, Strategic Development

Wyllie – Executive Vice President

Employment Agreements

The Company currently does not

have any employment agreements with any of its named executive officers or directors.

Executive Employment Agreements

Piluso Employment Agreement

On March 28, 2023, the Company entered into an employment

agreement (the “Piluso Employment Agreement”) with Mr.

Piluso, the Company’s Chief Executive Officer.

Piluso Employment Agreement is for an initial term of three years, and it will be automatically renewed for consecutive one-year terms

at the end of the initial term.

The Piluso Employment Agreement may be terminated with or without cause.

Piluso will receive an annual

base salary of $225,000 in 2023, $235,000 in 2024 and $260,000 in 2025 and shall be eligible to earn a performance bonus ranging from

$75,000 to $300,000.

Piluso shall also be entitled to an equity award for a total value of $100,000 per annum, which shall be equally

split between RSUs and stock options, as well as 75,000 performance share units.

Upon termination of Mr.

Piluso without cause, or as

a result of Mr.

Piluso’s resignation for Good Reason (as such term is defined in the Piluso Employment Agreement) the Company shall

pay or provide to Mr.

Piluso severance pay equal to his base salary for the remainder of the employment term and all stock options or

other similar equity compensation granted by the Company and then held by Mr.

Piluso shall be accelerated and become fully vested and

exercisable as of the date of Mr.

Piluso’s termination.

As a full-time employee of the Company, Mr.

will be eligible to participate in the Company’s benefit programs.

Panagiotakos Employment Agreement

On March 28, 2023, the Company entered into an employment

agreement (the “Panagiotakos Employment Agreement”) with Mr.

Panagiotakos, the Company’s Chief Financial Officer.

The Panagiotakos Employment Agreement is for an initial term of three years, and it will be automatically renewed for consecutive one-year

terms at the end of the initial term.

The Panagiotakos Employment Agreement may be terminated with or without cause.

will receive an annual base salary of $215,000 in 2023, $225,000 in 2024 and $242,500 in 2025 and shall be eligible to earn a performance

bonus of 25% of his base salary.

Panagiotakos shall also be entitled to an equity award for a total value equal to 25% of his base

salary per annum, which shall be equally split between RSUs and stock options, a financial achievement bonus of $45,000 and a long-term

incentive bonus of stock options and RSUs equal to 25% of his base salary.

Upon termination of Mr.

Panagiotakos without cause,

or as a result of Mr.

Panagiotakos’ resignation for Good Reason (as such term is defined in the Panagiotakos Employment Agreement)

the Company shall pay or provide to Mr.

Panagiotakos severance pay equal to his base salary for the remainder of the employment term and

all stock options or other similar equity compensation granted by the Company and then held by Mr.

Panagiotakos shall be accelerated and

become fully vested and exercisable as of the date of Mr.

Panagiotakos’ termination.

As a full-time employee of the Company, Mr.

will be eligible to participate in the Company’s benefit programs.

2010 Incentive Award Plan

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at Fiscal Year-End December 31, 2022

Exercisable(1)

Options (2) Unexercisable

Vested options under the Plan.

Unvested options under the Plan.

On March 23, 2011 (the “Stock Grant Date”), Mr.

Piluso was issued a stock grant of 14,286 shares of common stock at $0.35 per share (the “Stock Grant”).

Option Expiration

(2) Unexercisable

Vested options under the

Unvested options under

On March 23, 2011 (the

“Stock Grant Date”), Mr.

Piluso was issued a stock grant of 14,286 shares of common stock at $0.35 per share (the “Stock

Piluso received the Stock Grant in lieu of his annual compensation for 2010.

The Stock Grant was fully vested on the Stock Grant Date.

The Stock Grant was fully vested

on the Stock Grant Date.

The Stock Grant was issued to Mr.

Piluso pursuant to the 2008 Plan.

On June 18, 2012, the Stock Grant issuance was rescinded and replaced with a stock option to acquire 13,720 shares of common stock at an exercise price of $15.60 per share.

On June 18, 2012, the Stock Grant issuance

was rescinded and replaced with a stock option to acquire 13,720 shares of common stock at an exercise price of $15.60 per share.

In addition, on June 18, 2012, Mr.

Piluso received a stock option to acquire 8,929 shares of common stock at an exercise price of $15.60 per share.

The stock options were issued in consideration for services provided as a member of the Board.

The stock options were issued in consideration for services provided as a member of the Board of Advisors.

These option awards vested 100% three months from the grant date.

These option awards vested/vest 33.33% on each of the one- year, two- year and three- year anniversary following the grant date.

Piluso received a stock option to acquire 8,929 shares of common stock at an exercise price of

$15.60 per share.

The stock options were

issued in consideration for services provided as a member of the Board.

The stock options were

issued in consideration for services provided as a member of the Board of Advisors.

These option awards vested

100% three months from the grant date.

These option awards vested/vest

33.33% on each of the one- year, two- year and three- year anniversary following the grant date.

Compensation of Directors

The following summary compensation

table sets forth all compensation awarded to, earned by, or paid to the Company’s directors during the fiscal year ended December

During the year ended December 31, 2021, no compensation was paid to any Company director.

The following summary compensation table sets forth

all compensation awarded to, earned by, or paid to the Company’s directors during the fiscal year ended December 31, 2022.

the year ended December 31, 2022, no compensation was paid to any Company director.

Director Name

Harold Schwartz

Lawrence Maglione

Maglione, Jr.

Matthew Grover

The table below shows the aggregate

number of option awards outstanding at fiscal year-end for each of our current non-employee directors and former non-employee directors

who served as directors during the year ended December 31, 2021.

of Shares Subject to

The table below shows the aggregate number of option awards

outstanding at fiscal year-end for each of our current non-employee directors and former non-employee directors who served as directors

during the year ended December 31, 2022.

Number of Shares Subject to

Outstanding Options as of December 31, 2022

Matthew Grover

Maglione, Jr.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information, as of March 30, 2022, with respect to the beneficial ownership of the outstanding common

stock by (i) any holder of more than five (5%) percent;

The following

table sets forth certain information, as of March 30, 2023, with respect to the beneficial ownership of the outstanding common stock by

(i) any holder of more than five (5%) percent;

(ii) each of the Company’s executive officers and directors;

the Company’s directors and executive officers as a group.

Except as otherwise indicated, each of the stockholders listed below

has sole voting and investment power over the shares beneficially owned.

Except as otherwise indicated, each of the stockholders

listed below has sole voting and investment power over the shares beneficially owned.

The address for each person is 48 South Service

Road, Suite 203, Melville, New York 11747.

of Beneficial Owner

and (iii) the Company’s

directors and executive officers as a group.

Except as otherwise indicated, each of the stockholders listed below has sole voting and

investment power over the shares beneficially owned.

Except as otherwise indicated, each of the stockholders listed below has sole

voting and investment power over the shares beneficially owned.

The address for each person is 48 South Service Road, Suite 203, Melville,

New York 11747.

Name of Beneficial Owner

Shares Beneficially Owned (1)

Percentage Ownership

Piluso and affiliated entities (2)

Maglione, Jr.

Executive Officers and Directors as a group (10 persons)

John Argen (6)

Matthew Grover (8)

All Executive Officers and Directors as a group (9 persons)

The securities “beneficially

owned” by a person are determined in accordance with the definition of “beneficial ownership” set forth in the regulations

of the SEC and accordingly, may include securities owned by or for, among others, the spouse, children or certain other relatives of

such person, as well as other securities over which the person has or shares voting or investment power or securities which the person

has the right to acquire within 60 days.

Includes 882,627 shares

of common stock and 31,821 shares of common stock underlying stock options

Includes 815,876 shares

of common stock and 5,067 shares of common stock underlying stock options.

Includes 798,376 shares

of common stock and 3,335 shares of common stock underlying stock options.

owned” by a person are determined in accordance with the definition of “beneficial ownership” set forth in the

regulations of the SEC and accordingly, may include securities owned by or for, among others, the spouse, children or certain other

relatives of such person, as well as other securities over which the person has or shares voting or investment power or securities

which the person has the right to acquire within 60 days.

Includes 882,627 shares of common stock, 6,670 shares of common stock underlying stock options, and 1,667 shares of common stock underlying stock warrants.

Includes 815,876 shares of common stock and 5,420 shares of common stock

underlying stock options.

Includes 798,376

shares of common stock and 4,169 shares of common stock underlying stock options.

Includes 830 shares of

common stock and 6,670 shares of common stock underlying stock options.

Includes 3,334 shares of common stock and 3,336 shares of common

stock underlying stock options.

Includes 6,670 shares

of common stock underlying stock options.

Includes 418 shares of common

stock underlying stock options.

Includes 625 shares of common stock.

common stock and 7,500 shares of common stock underlying stock options and 2,500 RSUs

Includes 3,334 shares of

common stock and 4,166 shares of common stock underlying stock options and 2,500 RSUs

Includes 7,500 shares of

common stock underlying stock options and 2,500 RSUs

Includes 1,458 shares of

common stock underlying stock options and 2,500 RSUs

625 shares of common stock, 1,458 shares of common stock underlying stock options and 2,500 RSUs

Securities Authorized for Issuance Under Equity Compensation Plans

As of December 31, 2021, we had

awards outstanding under our Amended and Restated Data Storage Corporation Incentive Award Plan:

As of December 31, 2022, we had awards outstanding

under our Amended and Restated Data Storage Corporation Incentive Award Plan:

securities to be

2 unchanged sentences

future issuance

plans (excluding

Plan Category

compensation plans approved by security holders

compensation plans not approved by stockholders

During the year ended December 31, 2021, we had awards outstanding under

the 2010 Plan.

As of the end of fiscal year 2021, we had 185,309 shares of our common stock issuable upon the exercise of outstanding

options granted pursuant to the 2010 Plan.

The securities available under the Plan for issuance and issuable pursuant to exercises of

outstanding options may be adjusted in the event of a change in outstanding stock by reason of stock dividend, stock splits, reverse stock

As of end of fiscal year 2021, there were warrants outstanding to purchase 3,333 shares of common stock at a weighted average

exercise price of $0.40, none of which were granted pursuant to the 2008 Plan or the 2010 Plan.

the year ended December 31, 2022, we had awards outstanding under the 2010 Plan.

As of the end of fiscal year 2022, we had 185,309

shares of our common stock issuable upon the exercise of outstanding options granted pursuant to the 2010 Plan.

The securities available

under the Plan for issuance and issuable pursuant to exercises of outstanding options may be adjusted in the event of a change in

outstanding stock by reason of stock dividend, stock splits, reverse stock splits, etc.

As of end of fiscal year 2022, there were

warrants outstanding to purchase 3,333 shares of common stock at a weighted average exercise price of $0.40, none of which were granted

pursuant to the 2008 Plan or the 2010 Plan.

The 2010 Plan expired on October 21, 2020.

On March 8, 2021, our Board and stockholders owning in excess of majority of our outstanding

voting securities approved and adopted the 2021 Stock Incentive Plan (the “2021 Plan”).

Pursuant to the terms of the 2021

Plan we can grant stock options, restricted stock unit awards, and other awards at levels determined appropriate by our Board and/or compensation

The 2021 Plan also allows us to utilize a broad array of equity incentives and performance cash incentives in order to secure

and retain the services of our employees, directors and consultants, and to provide long-term incentives that align the interests of our

employees, directors, and consultants with the interests of our stockholders.

An aggregate of 375,000 shares of our common stock may be

issued under the 2021 Plan, subject to equitable adjustment in the event of future stock splits, and other capital changes.

8, 2021, our Board and stockholders owning in excess of majority of our outstanding voting securities approved and adopted

the 2021 Stock Incentive Plan (the “2021 Plan”).

Pursuant to the terms of the 2021 Plan we can grant stock options, restricted

stock unit awards, and other awards at levels determined appropriate by our Board and/or compensation committee.

The 2021 Plan also

allows us to utilize a broad array of equity incentives and performance cash incentives in order to secure and retain the services

of our employees, directors and consultants, and to provide long-term incentives that align the interests of our employees, directors,

and consultants with the interests of our stockholders.

An aggregate of 375,000 shares of our common stock may be issued under the

2021 Plan, subject to equitable adjustment in the event of future stock splits, and other capital changes.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

1 unchanged sentence

all the relevant facts and circumstances, that during the fiscal year ended December 31, 2022, each of Messrs.

Argen, Hoffman, Coghlan,

Stein, Correll, Maglione, and Grover were independent directors, as that term is defined in the federal securities laws and the Nasdaq

Marketplace Rules.

On April 1, 2018, the Company

entered into an equipment lease agreement with Systems Trading Inc.

Argen, Hoffman, Correll,

Maglione, and Grover were independent directors, as that term is defined in the federal securities laws and the Nasdaq Marketplace Rules.

On April 1, 2018, the Company entered into an equipment

lease agreement with Systems Trading Inc.

(“Systems Trading”), a company for which Mr.

Schwartz, our President and Director, serves as the Chief Executive Officer and President (“Systems Trading”) to refinance

all leases into one lease.

Schwartz, our President and

Director, serves as the Chief Executive Officer and President (“Systems Trading”) to refinance all leases into one lease.

This lease obligation is payable to Systems Trading with bi-monthly installments of $23,475.

The lease carries

an interest rate of 5% and is a four-year lease.

The lease carries an interest rate of 5%

and is a four-year lease.

The term of the lease ends April 16, 2022.

Systems Trading is owned and operated by the

Company’s President, Harold Schwartz.

On January 1, 2019, the Company

entered into an equipment agreement with Systems Trading.

This lease obligation is payable to Systems Trading with monthly installments

The lease carries an interest rate of 6.75% and is a five-year lease.

Systems Trading is owned and operated by the Company’s President,

Harold Schwartz.

On January 1, 2019, the Company entered into an equipment

agreement with Systems Trading.

This lease obligation is payable to Systems Trading with monthly installments of $29,592.

The lease carries

an interest rate of 6.75% and is a five-year lease.

The term of the lease ends December 31, 2023.

On April 1, 2019, the Company entered

into two equipment lease agreements with Systems Trading to add new data center equipment.

The first lease calls for monthly payments

of $1,328 and expires on March 1, 2022.

It carries an interest rate of 7%.

The second lease calls for monthly payments of $461 and expires

On April 1, 2019, the Company entered into two equipment

lease agreements with Systems Trading to add new data center equipment.

The first lease calls for monthly payments of $1,328 and expires

on March 1, 2022.

It carries an interest rate of 7%.

On January 1, 2020, the Company

entered into a new equipment lease agreement with Systems Trading Inc.

The second lease calls for monthly payments of $461 and expires on March 1, 2022.

It carries an interest rate of 6.7%.

On January 1, 2020, the Company entered into a new

equipment lease agreement with Systems Trading Inc.

to lease equipment.

The lease obligation is payable to Systems

Trading with monthly installments of $10,534.

The lease obligation is payable to Systems Trading with monthly

installments of $10,534.

The lease carries an interest rate of 6% and is a three-year lease.

The term of the lease

ends January 1, 2023.

On March 4, 2021, the Company entered

into a new equipment lease agreement with Systems Trading effective April 1, 2021.

This lease obligation is payable to Systems Trading

with monthly installments of $1,566.82 and expires on March 31, 2024.

The term of the lease ends January 1, 2023.

On March 4, 2021, the Company entered into a new equipment

lease agreement with Systems Trading effective April 1, 2021.

This lease obligation is payable to Systems Trading with monthly installments

of $1,566.82 and expires on March 31, 2024.

The lease carries an interest rate of 8%.

2 unchanged sentences

Nexxis Capital LLC was formed to purchase equipment and provide equipment leases to the Company’s customers.

Except as disclosed herein and

under the section titled “Executive Compensation,” there were no related party transactions during the two years ended December 31,

2020 or the current year.

On December 11, 2019, we issued

to (i) each of Messrs.

Piluso, Schwartz and Kempster options to purchase 100,000 shares of common stock having an exercise price of $.60

per share, vesting over three years on the one, two and three year anniversary of the grant date and terminating on December 10, 2029;

(ii) each of Messrs.

Kempster, Coghlan, Argen, Hoffman, Stein and Maglione options to purchase 100,000 shares of common stock having

an exercise price of $.54 per share, vesting over three years on the one, two and three year anniversary of the grant date and terminating

On January 1,

2022, the Company entered into a lease agreement with Systems Trading effective January 1, 2022.

This lease obligation is payable to Systems

Trading with monthly installments of $7,145 and expires on April 1, 2025.

The lease carries an interest rate of 8%.

2022, the Company entered into a lease agreement with Systems Trading effective May 1, 2022.

This lease obligation is payable to Systems

Trading with monthly installments of $6,667 and expires on February 1, 2025.

The lease carries an interest rate of 8%.

Except as disclosed herein and under the section titled

“Executive Compensation,” there were no related party transactions during the two years ended December 31, 2022, or the current

On December 11, 2019,

we issued to (i) each of Messrs.

Piluso, Schwartz and Kempster options to purchase 100,000 shares of common stock having an exercise price

of $.60 per share, vesting over three years on the one, two and three year anniversary of the grant date and terminating on December 10,

(ii) each of Messrs.

Kempster, Argen, Hoffman, and

Maglione options to purchase 100,000 shares of common stock having an exercise price of $.54 per share, vesting over three years on the

one, two and three year anniversary of the grant date and terminating on December 10, 2029;

and (iii) each of Messrs.

Correll and Grover options to purchase 25,000 shares of common stock having an exercise

price of $.54 per share, vesting over three years on the one, two and three year anniversary of the grant date and terminating on December

Correll and Grover

options to purchase 25,000 shares of common stock having an exercise price of $.54 per share, vesting over three years on the one, two

and three year anniversary of the grant date and terminating on December 10, 2029.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth

the aggregate audit-related fees including expenses billed to us for the years ended December 31, 2021 and 2020 by Rosenberg Rich

Baker Berman & Company P.A.

Audit Fees and Expenses (1)

fees and expenses were for professional services rendered for the audit and reviews of the consolidated financial statements of the Company,

professional services rendered for issuance of consents and assistance with review of documents filed with the SEC.

The Audit Committee has adopted

procedures for pre-approving all audit and non-audit services provided by the independent registered public accounting firm, including

the fees and terms of such services.

These procedures include reviewing detailed back-up documentation for audit and permitted non-audit

The documentation includes a description of, and a budgeted amount for, particular categories of non-audit services that are

recurring in nature and therefore anticipated at the time that the budget is submitted.

Audit Committee approval is required to exceed

the pre-approved amount for a particular category of non-audit services and to engage the independent registered public accounting firm

for any non-audit services not included in those pre-approved amounts.

For both types of pre-approval, the Audit Committee considers whether

such services are consistent with the rules on auditor independence promulgated by the SEC and the PCAOB.

The Audit Committee also

considers whether the independent registered public accounting firm is best positioned to provide the most effective and efficient service,

based on such reasons as the auditor’s familiarity with our business, people, culture, accounting systems, risk profile, and whether

the services enhance our ability to manage or control risks, and improve audit quality.

The Audit Committee may form and delegate pre-approval

authority to subcommittees consisting of one or more members of the Audit Committee, and such subcommittees must report any pre-approval

decisions to the Audit Committee at its next scheduled meeting.

All of the services provided by the independent registered public accounting

firm were pre-approved by the Audit Committee.

Our audit committee pre-approves

all services provided by our independent auditors.

All of the above services and fees were reviewed and approved by the entire audit committee

before the respective services were rendered.

The following table sets forth the aggregate audit-related

fees including expenses billed to us for the years ended December 31, 2022, and 2021 by Rosenberg Rich Baker Berman & Company P.A.

Fees and Expenses (1)

Audit fees and expenses were for professional services rendered for the audit and reviews of the consolidated financial statements of the Company, professional services rendered for issuance of consents and assistance with review of documents filed with the SEC.

The Audit Committee has adopted procedures for pre-approving

all audit and non-audit services provided by the independent registered public accounting firm, including the fees and terms of such services.

These procedures include reviewing detailed back-up documentation for audit and permitted non-audit services.

The documentation includes

a description of, and a budgeted amount for, particular categories of non-audit services that are recurring in nature and therefore anticipated

at the time that the budget is submitted.

Audit Committee approval is required to exceed the pre-approved amount for a particular category

of non-audit services and to engage the independent registered public accounting firm for any non-audit services not included in those

pre-approved amounts.

For both types of pre-approval, the Audit Committee considers whether such services are consistent with the rules

on auditor independence promulgated by the SEC and the PCAOB.

The Audit Committee also considers whether the independent registered public

accounting firm is best positioned to provide the most effective and efficient service, based on such reasons as the auditor’s familiarity

with our business, people, culture, accounting systems, risk profile, and whether the services enhance our ability to manage or control

risks, and improve audit quality.

The Audit Committee may form and delegate pre-approval authority to subcommittees consisting of one

or more members of the Audit Committee, and such subcommittees must report any pre-approval decisions to the Audit Committee at its next

scheduled meeting.

All of the services provided by the independent registered public accounting firm were pre-approved by the Audit Committee.

Our audit committee pre-approves all services provided

by our independent auditors.

All of the above services and fees were reviewed and approved by the entire audit committee before the respective

services were rendered.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exhibits and Financial Statement Schedules

The following financial

statements are included in this Annual Report for the fiscal years ended December 31, 2021 and 2020:

The following financial statements are included in this Annual Report for

the fiscal years ended December 31, 2022, and 2021:

Report of Independent Registered

2 unchanged sentences

as of December 31, 2022, and 2021.

Consolidated Statements of

Operations for the years ended December 31, 2021 and 2020.

Consolidated Statements of

Cash Flows for the years ended December 31, 2021 and 2020.

Consolidated Statements of

Stockholders’ Equity for the years ended December 31, 2021 and 2020.

Notes to Consolidated

Financial Statements.

All financial statement

schedules have been omitted as the required information is either inapplicable or included in the Consolidated Financial Statements or

related notes.

The exhibits set

forth in the accompanying exhibit index below are either filed as part of this report or are incorporated herein by reference:

Consolidated Statements

of Operations for the years ended December 31, 2022, and 2021.

Consolidated Statements

of Cash Flows for the years ended December 31, 2022, and 2021.

Consolidated Statements

of Stockholders’ Equity for the years ended December 31, 2022, and 2021.

Notes to Consolidated Financial

All financial

statement schedules have been omitted as the required information is either inapplicable or included in the Consolidated Financial

Statements or related notes.

set forth in the accompanying exhibit index below are either filed as part of this report or are incorporated herein by reference:

EXHIBIT INDEX

of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form SB-2 (File No.

Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form SB-2 (File No.

333-148167) filed on December 19, 2007).

29 unchanged sentences

333-148167) filed on October 24, 2008).

Exchange Agreement, dated October 20, 2008, by and among, Euro Trend Inc., Data Storage Corporation and the shareholders of Data Storage

Corporation named on the signature page thereto (incorporated by reference to Exhibit 10.1 to Form 8-K/A (File No.

333-148167) filed

on June 29, 2009).

Storage Corporation 2010 Incentive Award Plan (incorporated by reference to Exhibit 10.1 on Form S-8/A (File No.

333-169042) filed on

October 25, 2010).

and Restated Data Storage Corporation 2010 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to Form 8-K (File No.

Share Exchange Agreement, dated October 20, 2008, by and among, Euro Trend Inc., Data Storage Corporation and the shareholders of Data Storage Corporation named on the signature page thereto (incorporated by reference to Exhibit 10.1 to Form 8-K/A (File No.

333-148167) filed on June 29, 2009).

Data Storage Corporation 2010 Incentive Award Plan (incorporated by reference to Exhibit 10.1 on Form S-8/A (File No.

333-169042) filed on October 25, 2010).

Amended and Restated Data Storage Corporation 2010 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to Form 8-K (File No.

001-35384) filed on April 26, 2012).

27 unchanged sentences

dated March 20, 2019.

1 to Lease DSC004 between Data Storage Corporation and Systems Trading, Inc.

Addendum 1 to Lease DSC004 between Data Storage Corporation and Systems Trading, Inc.

dated March 20, 2019.

Lease Agreement DSC006 between Data Storage Corporation and Systems Trading, Inc.

Buyout Lease Agreement DSC006 between Data Storage Corporation and Systems Trading, Inc.

dated November 12, 2019.

13 unchanged sentences

001-35384) filed on July 20, 2021).

of Subsidiaries of Data Storage Corporation (incorporated by reference to Exhibit 21.1 to the Registration Statement on Form S-1 (File

Form of Employment Agreement between Data Storage Corporation and Charles M.

Piluso dated March 28, 2023 (incorporated by reference to Exhibit 10.1 to Form 8-K (File No.

001-[*]) filed March 29, 2023).

Form of Employment Agreement between Data Storage Corporation and Chris H.

Panagiotakos dated March 28, 2023 (incorporated by reference to Exhibit 10.2 to Form 8-K (File No.

001-[*]) filed March 29, 2023).

List of Subsidiaries of Data Storage Corporation (incorporated by reference to Exhibit 21.1 to the Registration Statement on Form S-1 (File No.

333-179396) filed on February 6, 2012).

13 unchanged sentences

unto duly authorized.

/s/ Charles M.

Chief Executive Officer

1 unchanged sentence

(Principal Executive Officer)

/s/ Chris Panagiotakos

Chief Financial Officer (Principal Financial Officer

March 31, 2023

Chris Panagiotakos

and Principal Accounting Officer)

Harold Schwartz

President, Director

1 unchanged sentence

Harold Schwartz

/s/ Thomas Kempster

Executive Vice President of Strategic Development, Director

March 31, 2021

Executive Vice President

of Strategic Development, Director

Thomas Kempster

/s/ John Argen

March 31, 2023

/s/ Joseph Hoffman

March 31, 2023

Joseph Hoffman

Lawrence Maglione

Maglione, Jr.

March 31, 2023

Lawrence Maglione

/s/ Matthew Grover

March 31, 2021

Matthew Grover

/s/ Todd Correll

March 31, 2023

/s/ Mark Wyllie

Executive Vice President, Director

Matthew Grover

March 31, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures