What changed in this filing

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Item 9A. Controls and Procedures

2023-03-10 compared with 2022-02-28 · 252 added, 131 removed, 66 unchanged (85% of the section changed)

Controls and Procedures

of Disclosure Controls and Procedures.

We maintain disclosure

controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted

under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange

Commission’s rules and forms and accumulated and communicated to our management, including our Chief Executive Officer and Chief

Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures.

Our management, with

the participation of our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation, as of the end of the period

covered by this report, of the effectiveness of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e).

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period

covered by this report, our disclosure controls and procedures, as defined in Rule 13a-15(e), were effective at the reasonable assurance

Report on Internal Control Over Financial Reporting.

The Company’s

management is responsible for establishing and maintaining adequate internal control over financial

reporting, as defined in Exchange Act Rule 13a-15(f).

Internal control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles

in the United States of America.

The Company’s internal control over financial reporting includes those policies and procedures

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the Company;

reasonable assurance that transactions are recorded as necessary to permit preparation of

financial statements in accordance with generally accepted accounting principles, and that

receipts and expenditures of the Company are being made only in accordance with authorizations

of management and directors of the Company;

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.

of its inherent limitations, any system of internal control over financial reporting, no matter how well defined, may not prevent or detect

misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become

inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s

management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021.

making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

(COSO) in Internal Control — Integrated Framework (2013) .

Based on this assessment using those criteria, management

concluded that the Company’s internal control over financial reporting was effective as of December 31, 2021.

Our internal control over financial reporting

as of December 31, 2021, has been audited by UHY LLP an independent registered public accounting firm, as stated in their report which

is included in Item 8 of this report and is incorporated by reference herein.

in Internal Controls Over Financial Reporting .

no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act), that occurred during

the quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control

Evaluation of Disclosure Controls and Procedures.

We maintain disclosure controls and procedures

designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted under the Exchange Act

is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules

and forms and accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or persons

performing similar functions, as appropriate to allow timely decisions regarding required disclosures.

Our management, with the participation of our

Chief Executive Officer and our Chief Financial Officer, conducted an evaluation, as of the end of the period covered by this report,

of the effectiveness of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e).

Based on this

evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this

report, due to a material weakness in our internal control over financial reporting, our disclosure controls and procedures, as defined

in Rule 13a-15(e), were not effective at the reasonable assurance level.

the material weakness referenced above, the Company performed additional analysis and performed other procedures in order to prepare the

audited consolidated financial statements in accordance with generally accepted accounting principles (GAAP).

Accordingly, management

believes that the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects,

our financial condition, results of operations and cash flows for the periods presented.

Management’s Report on Internal Control

Over Financial Reporting.

The Company’s management is responsible

for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f).

control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United

States of America.

The Company’s internal control over financial reporting includes those policies and procedures that:

● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions

and dispositions of the assets of the Company;

● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made

only in accordance with authorizations of management and directors of the Company;

● 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.

Because of its inherent limitations, any system

of internal control over financial reporting, no matter how well defined, may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management, with the participation

of our Chief Executive Officer and our Chief Financial Officer, assessed the effectiveness of the Company’s internal control over

financial reporting as of December 31, 2022.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring

Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on this assessment using

those criteria, management identified the following material weakness existed as of December 31, 2022:

inadequate controls to ensure that

data received from third-party service organizations is complete and accurate.

As a result, based on the COSO criteria, the Company’s

management has concluded that we did not maintain effective internal control over financial reporting as of December 31, 2022.

Plan for Remediation of Material Weakness

Management is actively engaged in the planning

for, and implementation of, remediation efforts to address the material weakness identified above.

Management intends to implement the

following remediation steps:

The Company will require each third-party service organization

to provide a SOC-1, Type 2 report to us.

If a SOC-1, Type 2 report is not available, the Company will

evaluate each third-party’s relevant system(s) and reporting directly through inquiry and substantive testing of such third-party’s

control environment.

Management believes the measures described above

will remediate the material weakness that we have identified.

As management continues to evaluate and improve our disclosure controls

and procedures and internal control over financial reporting, the Company may decide to take additional measures to address control deficiencies

or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures identified.

Changes in Internal Controls Over Financial

There was no change in our internal control over

financial reporting (as defined in Rule 13a-15(f) under the Exchange Act), that occurred during the quarter ended December 31, 2022

that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent

Amended and Restated Bylaws

In connection

with new universal proxy card rules adopted by the US Securities and Exchange Commission (“SEC”), the Board of Directors (the

“Board”) of the Company approved third amended and restated bylaws of the Company (the “Amended and Restated Bylaws”),

effective as of March 7, 2023.

Among other things, the Amended and Restated Bylaws require that any shareholder soliciting proxies in

support of a nominee other than the Board’s nominees must comply with Rule 14a-19 under the Securities Exchange Act of 1934, as

amended, including applicable notice and solicitation requirements.

Further, any shareholder directly or indirectly soliciting proxies

from other shareholders must use a proxy card color other than white, with the white proxy card being reserved for the exclusive use by

This description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference

to the text of the Amended and Restated Bylaws, which is attached hereto as Exhibit 3.2 and incorporated herein by reference.

Executive Severance Plan

On March 8, 2023, the

Compensation Committee adopted the OptimizeRx Corporation Executive Severance Plan (the “Severance Plan”) to provide severance

benefits to certain eligible employees of the Company.

Each of the Company’s named executive officers, other than Mr.

Febbo, identified

in the Company’s proxy statement filed in connection with its 2022 annual meeting of shareholders (collectively, the “Named

Executive Officers”) has been designated a participant in the Severance Plan.

The Severance Plan provides

that if a Named Executive Officer is terminated without cause or resigns for Good Reason, he/she

will be paid (i) an amount equal to 1.0 times his/her base salary, paid in installments over 12 months, (ii) an amount equal to

his/her target annual bonus in effect at the time of termination, paid in a lump sum, and (iii)

payment by the Company of COBRA premiums for the Named Executive Officer and his/her spouse and eligible dependents for up to 12

months following termination (the payments in (i), (ii) and (iii) collectively referred to as “Severance Benefits”).

if a Named Executive Officer is terminated without cause or resigns for Good Reason t hree

months prior to or 24 months following a Change in Control, in addition to the Severance Benefits, such Named Executive Officer will be

paid a lump sum payment equal to 2.0 times his/her then current base salary.

The Severance Plan also provides that if a Named Executive

Officer is terminated due to death or Disability, such Named Executive Officer (or his/her estate) will be paid an amount equal to his/her

target annual bonus in effect at the time of termination, paid in a lump sum.

Terms not otherwise

defined herein have the meanings assigned to them in Severance Plan.

Unless otherwise stated

in a participant’s individual employment agreement, if any payments or benefits under the Severance Plan would be considered “parachute

payments” under Section 280G of the Code, and would be subject to the excise tax imposed by Section 4999 of the Code, then such

payments will either be (i) reduced so than no portion of the payments is subject to the excise tax or (ii) delivered in full, whichever

of the foregoing results in the participant receiving a greater amount on a net after-tax basis, taking into account all federal, state

and local taxes and the excise tax imposed by Section 4999 of the Code.

The foregoing description

of the Severance Plan is not complete and is qualified in its entirety by reference to the complete text of the Severance Plan, a copy

of which is filed as Exhibit 10.18 to this Form 10-K and is incorporated herein by reference.

Amendment to Will Febbo’s Employment

8, 2023, the Company entered into a Fourth Addendum (the “Fourth Addendum”) to the employment offer letter dated February

25, 2019, as amended, with William J.

Febbo (the “Employment Agreement”) which updates and amends the Employment Agreement

to, among other things, provide that if three months prior to, or 24 months following, a Change in Control, Mr.

Febbo is terminated without Cause or resigns for Good Reason, in addition to other amounts payable to Mr.

Febbo pursuant to the

Employment Agreement, Mr.

Febbo will be paid a lump sum payment equal to 4.0 times his then current base salary.

not otherwise defined herein have the meanings assigned to them in the Fourth Addendum.

above summary of Mr.

Febbo’s Fourth Addendum is not complete and is qualified in its entirety by reference to the complete

text of the Fourth Addendum , a copy of which is filed as Exhibit 10.19 to this Form 10-K

and is incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections.

Directors, Executive Officers and

Corporate Governance

the information provided in PART I, Item 4.1, “Information About Our Executive Officers” and as set forth below,

the required information is incorporated by reference from our definitive proxy statement for our 2022 Annual Meeting of Shareholders,

including, but not necessarily limited to, the sections entitled “Proposal No.

1 Election of Directors, “Committees of the

Board of Directors” and “Information Regarding Security Holders – Delinquent Section 16(a) Reports.”

Except for the information provided in PART I,

Item 4.1, “Information About Our Executive Officers” and as set forth below, the required information is incorporated by reference

from our definitive proxy statement for our 2023 Annual Meeting of Shareholders, including, but not necessarily limited to, the sections

entitled “Proposal No.

1 Election of Directors, “Committees of the Board of Directors” and “Information Regarding

Security Holders – Delinquent Section 16(a) Reports.”

We have a Code of Business Conduct and Ethics

3 unchanged sentences

disclosed as required at www.optimizerx.com .

The Code can be found on the Company’s website at www.optimizerx.com under

“Investor Relations—Governance.” The information on the website is not and should

not be considered part of this Form 10-K and is not incorporated by reference in this Form 10-K.

The Code can be found on the Company’s website at www.optimizerx.com

under “Investor Relations—Governance.” The information on the website is not and should not be considered part of this

Form 10-K and is not incorporated by reference in this Form 10-K.

Executive Compensation

The required information is incorporated

by reference from our definitive proxy statement for our 2022 Annual Meeting of Shareholders, including, but not necessarily limited to,

the sections entitled “Director Compensation” and “Executive Compensation.

The required information is incorporated by reference

from our definitive proxy statement for our 2023 Annual Meeting of Shareholders, including, but not necessarily limited to, the sections

entitled “Director Compensation” and “Executive Compensation”.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters.

the information set forth below, the required information is incorporated by reference from our definitive proxy statement for our 2022

Annual Meeting of Shareholders, including, but not necessarily limited to, the section entitled “Information Regarding Security

Except for the information set forth below, the

required information is incorporated by reference from our definitive proxy statement for our 2023 Annual Meeting of Shareholders, including,

but not necessarily limited to, the section entitled “Information Regarding Security Holders.”

Equity Compensation Plan Information

The following table details information

regarding our existing equity compensation plans as of December 31, 2021:

The following table details information regarding

our existing equity compensation plans as of December 31, 2022:

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted- average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

securities to be

Weighted- average

price of outstanding

options, warrants

available for

future issuance

plans (excluding securities

reflected in column (a))

Equity compensation plans approved by security holders

6 unchanged sentences

Transactions, and Director Independence

information is incorporated by reference from our definitive proxy statement for our 2022 Annual Meeting of Shareholders, including, but

not necessarily limited to, the sections entitled “Certain Relationships and Related Transactions” and “Corporate Governance

- Director Independence.”

Principal Accounting Fees

information is incorporated by reference from our definitive proxy statement for our 2022 Annual Meeting of Shareholders, including, but

not necessarily limited to, the sections entitled “Ratification of UHY LLP as Independent Registered Public Accounting Firm –

Independent Registered Public Accountant Fee Information” and “Ratification of UHY LLP as Independent Registered Public Accounting

Firm – Pre-Approval Policies and Procedures.”

Exhibits and Financial Statements Schedules

(a) The consolidated financial statements

and exhibits listed below are filed as part of this Annual Report on Form 10-K.

(1) The Company’s consolidated financial statements, the notes thereto and the report of the Independent Registered Public Accounting

Firm are included in PART II, Item 8.

The required information is incorporated by reference

from our definitive proxy statement for our 2023 Annual Meeting of Shareholders, including, but not necessarily limited to, the sections

entitled “Certain Relationships and Related Transactions” and “Corporate Governance - Director Independence.”

Principal Accounting Fees and Services

The required information is incorporated by reference

from our definitive proxy statement for our 2023 Annual Meeting of Shareholders, including, but not necessarily limited to, the sections

entitled “Ratification of UHY LLP as Independent Registered Public Accounting Firm – Independent Registered Public Accountant

Fee Information” and “Ratification of UHY LLP as Independent Registered Public Accounting Firm – Pre-Approval Policies

and Procedures.”

Exhibits and Financial Statements

(a) The consolidated financial statements and

exhibits listed below are filed as part of this Annual Report on Form 10-K.

(1) The Company’s consolidated financial statements, the notes thereto and the report of the Independent

Registered Public Accounting Firm are included in PART II, Item 8.

“Financial Statements and Supplementary Data.”

(2) Financial statement schedules have been omitted because they are not applicable, not required, or the required information is included

in the Consolidated Financial Statements or Notes thereto.

(2) Financial statement schedules have been omitted because they are not applicable, not required, or the

required information is included in the Consolidated Financial Statements or Notes thereto.

(3) Exhibits.

1 unchanged sentence

(b) Exhibits .

The Exhibit Index, which immediately precedes the signature page, is incorporated by reference into this Annual Report on Form 10-K.

The Exhibit Index, which

immediately precedes the signature page, is incorporated by reference into this Annual Report on Form 10-K.

Reference is made to Item 15(a)(2) above.

is made to Item 15(a)(2) above.

Form 10-K Summary

EXHIBIT INDEX

Articles of Incorporation of OptimizeRx Corporation (the “Company”) Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (Registration No.

of Incorporation of OptimizeRx Corporation (the “Company”) Incorporated by reference to Exhibit 3.1 to the Company’s

Registration Statement on Form S-1 (Registration No.

333-155280) filed on November 12, 2008.

Certificate of Correction, dated April 30, 2018.

Incorporated by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Second Amended and Restated Bylaws of the Company.

Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 25, 2021.

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

Fourth Amended and Restated 2013 Equity Incentive Plan.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 12, 2020.

OptimizeRx 2021 Equity Incentive Plan.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 25, 2021.

Form of Stock Option Award for grants under the OptimizeRx Corporation 2021 Equity Incentive Plan.

Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 25, 2021.

Form of Performance Stock Option Award for grants under the OptimizeRx Corporation 2021 Equity Incentive Plan.

Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 25, 2021.

Form of Restricted Stock Unit Award for grants under the OptimizeRx Corporation 2021 Equity Incentive Plan.

Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on August 25, 2021.

Form of Performance Restricted Stock Unit Award for grants under the OptimizeRx Corporation 2021.

Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on August 25, 2021

Amended Employment Agreement by and between the Company and William J.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 26, 2019.

Amendment to the Employment Agreement with William Febbo.

Incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

of Correction, dated April 30, 2018.

Incorporated by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10-K for

the year ended December 31, 2018.

Amended and Restated Bylaws of the Company.

of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

Incorporated by reference

to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Amended and Restated 2013 Equity Incentive Plan.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report

on Form 8-K filed on March 12, 2020.

2021 Equity Incentive Plan.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on

August 25, 2021.

of Stock Option Award for grants under the OptimizeRx Corporation 2021 Equity Incentive Plan.

Incorporated by reference to Exhibit

10.2 to the Company’s Current Report on Form 8-K filed on August 25, 2021.

of Performance Stock Option Award for grants under the OptimizeRx Corporation 2021 Equity Incentive Plan.

Incorporated by reference

to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 25, 2021.

of Restricted Stock Unit Award for grants under the OptimizeRx Corporation 2021 Equity Incentive Plan.

Incorporated by reference

to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on August 25, 2021.

of Performance Restricted Stock Unit Award for grants under the OptimizeRx Corporation 2021.

Incorporated by reference to Exhibit

10.5 to the Company’s Current Report on Form 8-K filed on August 25, 2021

Employment Agreement by and between the Company and William J.

Incorporated by reference to Exhibit 10.1 to the Company’s

Current Report on Form 8-K filed on February 26, 2019.

to the Employment Agreement with William Febbo.

Incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on

Form 10-K for the year ended December 31, 2019.

to the Employment Agreement with William J.

Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report

on Form 10-Q for the quarter ended June 30, 2021.

Addendum to the Employment Agreement with William J.

Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.

Third Addendum to the Employment Agreement with William J.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 19, 2021.

Amended Employment Agreement with Miriam Paramore.

Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 14, 2018.

Amendment to the Employment Agreement with Miriam Paramore.

Incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Letter Agreement by and between the Company and Miriam Paramore.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 22, 2021.

Employment Agreement by and between the Company and Stephen Silvestro.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 3, 2019.

Amendment to the Employment Agreement with Stephen Silvestro.

Incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Employment Agreement with Marion Odence-Ford.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 11, 2021.

Offer Letter by and between the Company and Edward Stelmakh.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 30, 2021.

Code of Business Conduct and Ethics Incorporated by reference to Exhibit 14.1 to the Company’s Current Report on Form 8-K filed on June 25, 2021.

Incorporated by reference to Exhibit 10.1 to the Company’s Current

Report on Form 8-K filed on October 19, 2021.

Agreement by and between the Company and Stephen Silvestro.

Incorporated by reference to Exhibit 10.1 to the Company’s Current

Report on Form 8-K filed on May 3, 2019.

to the Employment Agreement with Stephen Silvestro.

Incorporated by reference to Exhibit 10.5 to the Company’s Annual Report

on Form 10-K for the year ended December 31, 2019.

to Employment Agreement by and between the Company and Stephen Silvestro dated February 28, 2022.

Incorporated by reference to Exhibit

10.2 to the Company’s Current Report on Form 8-K filed on March 4, 2022.

Agreement with Marion Odence-Ford.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed

on February 11, 2021.

to Employment Agreement by and between the Company and Marion Odence-Ford dated February 28, 2022.

Incorporated by reference to Exhibit

10.3 to the Company’s Current Report on Form 8-K filed on March 4, 2022.

Letter by and between the Company and Edward Stelmakh.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report

on Form 8-K filed on September 30, 2021.

Corporation 2022 Cash Bonus Plan.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed

on March 4, 2022.

Corporation Executive Severance Plan

Addendum to the Employment Agreement with William J.

of Business Conduct and Ethics Incorporated by reference to Exhibit 14.1 to the Company’s Current Report on Form 8-K filed

on June 25, 2021.

List of Subsidiaries

11 unchanged sentences

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

† Management Contracts and Compensatory Plans, Contracts or Arrangements.

† Management Contracts and Compensatory Plans, Contracts or

Arrangements.

* Exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

9 unchanged sentences

Chief Executive Officer

February 28, 2022

March 10, 2023

/s/ Edward Stelmakh

2 unchanged sentences

Chief Operations Officer

February 28, 2022

March 10, 2023

Pursuant to the requirements of the Securities

1 unchanged sentence

on the dates indicated.

Chief Executive Officer

/s/ William J.

Chief Executive Officer and Director

(principal executive officer)

Edward Stelmakh

Chief Financial Officer

and Chief Operations Officer

March 10, 2023

/s/ Edward Stelmakh

Chief Financial Officer and Chief Operations Officer

(principal financial and accounting officer)

March 10, 2023

Edward Stelmakh

(principal financial and

accounting officer)

Patrick Spangler

March 10, 2023

/s/ James Lang

March 10, 2023

/s/ Patrick Spangler

March 10, 2023

Patrick Spangler

March 10, 2023

/s/ Greg Wasson

March 10, 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