What changed in this filing

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Item 9A. Controls and Procedures

2021-03-30 compared with 2020-03-27 · 171 added, 130 removed, 54 unchanged (85% of the section changed)

2 unchanged sentences

maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under

the Exchange Act of 1934, as amended (the “Exchange Act”)), that are designed to ensure that information required

the Exchange Act, that are designed to ensure that information required

to be disclosed in our reports under the Exchange Act is processed, recorded, summarized and reported within the time periods

specified in the rules and regulations of the SEC and that such information is accumulated and communicated to management, including

our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no

1 unchanged sentence

management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

have carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive

Officer and Chief Financial Officer, regarding the effectiveness of our disclosure controls and procedures as of December 31,

2019, the end of the period covered by this Annual Report on Form 10-K.

Based on the foregoing, our Chief Executive Officer and

Chief Financial Officer have concluded, as of December 31, 2019, that our disclosure controls and procedures were effective

in ensuring that information required to be disclosed by us in reports filed or submitted under the Exchange Act (i) is processed,

recorded, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated

and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow

for timely decisions regarding required disclosure.

Management’s Report on Internal

Control Over Financial Reporting

This Annual Report

on Form 10-K does not include a report of management's assessment regarding internal control over financial reporting or an attestation

report of the company's registered public accounting firm due to a transition period established by rules of the Securities and

Exchange Commission for newly public companies.

Changes in Internal Control over Financial Reporting

There was no change

in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected,

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

have carried out an evaluation, under the supervision and with the participation of management, including our principal

executive officer and principal financial officer, regarding the effectiveness of our disclosure controls and procedures as

of December 31, 2020, the end of the period covered by this Annual Report on Form 10-K.

Based on the foregoing, our

principal executive officer and principal financial officer have concluded, as of December 31, 2020, that our disclosure

controls and procedures were effective in ensuring that information required to be disclosed by us in reports filed or

submitted under the Exchange Act (i) is processed, recorded, summarized and reported within the time periods specified

in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow for timely decisions regarding required

Management’s

Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined

in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Under the supervision and with the participation of our management, including

our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control

over financial reporting based on the original framework in Internal Control - Integrated Framework issued in 2013 by the Committee of

Sponsoring Organizations of the Treadway Commission.

Based on our evaluation under the framework in Internal Control - Integrated Framework,

our management concluded that our internal control over financial reporting was effective as of December 31, 2020.

in Internal Control over Financial Reporting

was no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially

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

OTHER INFORMATION

6 unchanged sentences

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required

by Item 13 is incorporated by reference to our definitive Proxy Statement for our 2020 annual stockholders’

information required by Item 13 is incorporated by reference to our definitive Proxy Statement for our 2021 annual stockholders’

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 14 is incorporated by

reference to our definitive Proxy Statement for our 2020 annual stockholders’

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(1) Financial

Our consolidated

financial statements and notes thereto, together with the Reports of Independent Registered Public Accounting Firm are included

in Item 8 of this Annual Report on Form 10-K commencing on page 41.

information required by Item 14 is incorporated by reference to our definitive Proxy Statement for our 2021 annual stockholders’

FINANCIAL STATEMENT SCHEDULES

Our financial

statement schedules are included in Item 8 of this Annual Report on Form 10-K commencing on page 67.

A list of exhibits to this Annual Report on Form 10-K is set

forth on the Index to Exhibits commencing on 69 and is incorporated herein by reference.

Postal Realty Trust, Inc.

Schedule III - Real Estate and Accumulated

As of December 31, 2019

Initial Cost to Company

Gross Amount Carried at

Close of Period (2)

Date Acquired (Year)

Depreciable Life

(1) Financial

consolidated financial statements and notes thereto, together with the Reports of Independent Registered Public Accounting Firm

are included in Item 8 of this Annual Report on Form 10-K commencing on page F-1.

Financial Statement Schedule

financial statement schedule are included in Item 8 of this Annual Report on Form 10-K commencing on page F-1.

list of exhibits to this Annual Report on Form 10-K is set forth on the Index to Exhibits commencing on page 50 and

is incorporated herein by reference.

Realty Trust, Inc.

III - Real Estate and Accumulated Depreciation

of December 31, 2020

Cost to Company

Amount Carried at Close of Period (2)

& Improvements

Date Acquired

Massachusetts

4 unchanged sentences

$ 125,035,656

Explanatory Notes:

(1) Estimated useful life for buildings.

$ 199,471,867

$ 200,768,015

$ 247,070,687

(1) Estimated

useful life for buildings.

The aggregate cost for Federal Income Tax purposes was approximately $257.6 million as of December 31, 2020.

The following table reconciles real estate for the years ended

December 31, 2019 and 2018:

The following table reconciles real estate for the years ended December 31, 2020 and 2019:

For the Years Ended

Beginning Balance

$ 120,583,662

Capital Improvements

1 unchanged sentence

$ 247,070,687

Explanatory Note:

$ 120,583,662

includes reclassification adjustments.

The following table

reconciles accumulated depreciation for the years ended December 31, 2019 and December 31, 2018:

following table reconciles accumulated depreciation for the years ended December 31, 2020 and December 31, 2019:

For the Years Ended

6 unchanged sentences

$ (8,813,579 )

Articles of Amendment and Restatement of the Company, dated as of May 15, 2019 (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Amended and Restated Bylaws of the Company, effective as of May 15, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Form of Certificate of Class A Common Stock of the Company (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-11/A filed on May 7, 2019).

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

First Amended and Restated Agreement of Limited Partnership of the Postal Realty LP, dated May 16, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Form of Postal Realty Trust, Inc.

Alignment of Interest Program (incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-11 filed on May 7, 2019).

Representation, Warranty and Indemnity Agreement, dated as of May 14, 2019, by and among the Company, Postal Realty LP and Andrew Spodek (incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Tax Indemnification Agreement, dated as of May 14, 2019, by and among the Company, United Properties Holding, Inc., United Post Office Investments, Inc.

and Andrew Spodek (incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Form of Right of First Offer Agreement (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-11/A filed on May 7, 2019).

Tax Protection Agreement, dated as of May 14, 2019, by and among the Company, Postal Realty LP, Andrew Spodek, Tayaka Holdings, LLC and IDJ Holdings, LLC (incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Tax Protection Agreement, dated as of May 14, 2019, by and among the Company, Postal Realty LP and Nationwide Postal Management Holdings, Inc.

of Amendment and Restatement of the Company, dated as of May 15, 2019 (incorporated by reference to Exhibit 3.1 to the Registrant’s

Quarterly Report on Form 10-Q filed on June 27, 2019).

and Restated Bylaws of the Company, effective as of May 15, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s

Quarterly Report on Form 10-Q filed on June 27, 2019).

of Certificate of Class A Common Stock of the Company (incorporated by reference to Exhibit 4.1 to the Company’s Registration

Statement on Form S-11/A filed on May 7, 2019).

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed with the Commission on March 27, 2020).

Amended and Restated Agreement of Limited Partnership of the Postal Realty LP, dated May 16, 2019 (incorporated by reference

to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Realty Trust, Inc.

Amended and Restated Alignment of Interest Program (incorporated by reference to Exhibit 10.1 to the Registrant’s

Current Report on Form 8-K filed on April 29, 2020).&dagger;

Representation,

Warranty and Indemnity Agreement, dated as of May 14, 2019, by and among the Company, Postal Realty LP and Andrew Spodek (incorporated

by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Indemnification Agreement, dated as of May 14, 2019, by and among the Company, United Properties Holding, Inc., United Post

Office Investments, Inc.

and Andrew Spodek (incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report

on Form 10-Q filed on June 27, 2019).

of Right of First Offer Agreement (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement

on Form S-11/A filed on May 7, 2019).

Protection Agreement, dated as of May 14, 2019, by and among the Company, Postal Realty LP, Andrew Spodek, Tayaka Holdings,

LLC and IDJ Holdings, LLC (incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q

filed on June 27, 2019).

Protection Agreement, dated as of May 14, 2019, by and among the Company, Postal Realty LP and Nationwide Postal Management

Holdings, Inc.

(incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q filed on June

Tax Protection Agreement, dated as of May 14, 2019, by and among the Company, Postal Realty LP and Unlimited Postal Holdings LP (incorporated by reference to Exhibit 10.19 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Form of Third Party Management Agreement (incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement on Form S-11/A filed on May 7, 2019).

Indemnification Agreement, dated as of May 17, 2019, by and between the Company and Patrick Donahoe (incorporated by reference to Exhibit 10.21 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Indemnification Agreement, dated as of May 17, 2019, by and between the Company and Anton Feingold (incorporated by reference to Exhibit 10.22 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Indemnification Agreement, dated as of May 17, 2019, by and between the Company and Jeremy Garber (incorporated by reference to Exhibit 10.23 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Indemnification Agreement, dated as of May 17, 2019, by and between the Company and Jane Gural-Senders (incorporated by reference to Exhibit 10.24 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Indemnification Agreement, dated as of May 17, 2019, by and between the Company and Barry Lefkowitz (incorporated by reference to Exhibit 10.25 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Indemnification Agreement, dated as of May 17, 2019, by and between the Company and Andrew Spodek (incorporated by reference to Exhibit 10.26 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Indemnification Agreement, dated as of May 17, 2019, by and between the Company and Matt Brandwein (incorporated by reference to Exhibit 10.27 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Employment Agreement, dated June 26, 2019, by and between the Company and Andrew Spodek (incorporated by reference to Exhibit 10.28 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Employment Agreement, dated June 26, 2019, by and between the Company and Jeremy Garber (incorporated by reference to Exhibit 10.29 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

2019 Equity Incentive Plan of the Company (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-11/A filed on May 7, 2019).

Form of 2019 Equity Incentive Plan Stock Award Agreement and Notice (incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-11 filed on May 7, 2019).

2019 Employee Stock Purchase Plan of the Company (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-11/A filed on May 7, 2019).

Form of LTIP Unit Vesting Agreement (incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-11/A filed on May 7, 2019).

Credit Agreement, dated as of September 27, 2019, by and among Postal Realty LP, as borrower, the lenders party thereto and People’s United Bank, National Association, as administrative agent and BMO Capital Markets Corp., as syndication agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 2, 2019).

Pledge Agreement, dated as of September 27, 2019, by Postal Realty LP, as pledger, in favor of People’s United Bank, National Association, as administration agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 2, 2019).

Guaranty, dated as of September 27, 2019, by and among the Company, certain subsidiary guarantors and People’s United Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 2, 2019).

Protection Agreement, dated as of May 14, 2019, by and among the Company, Postal Realty LP and Unlimited Postal Holdings LP

(incorporated by reference to Exhibit 10.19 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

of Third Party Management Agreement (incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement

on Form S-11/A filed on May 7, 2019).

Indemnification

Agreement, dated as of May 17, 2019, by and between the Company and Patrick Donahoe (incorporated by reference to Exhibit

10.21 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Indemnification

Agreement, dated as of May 17, 2019, by and between the Company and Anton Feingold (incorporated by reference to Exhibit 10.22

to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Indemnification

Agreement, dated as of May 17, 2019, by and between the Company and Jeremy Garber (incorporated by reference to Exhibit 10.23

to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Indemnification

Agreement, dated as of May 17, 2019, by and between the Company and Jane Gural-Senders (incorporated by reference to Exhibit

10.24 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Indemnification

Agreement, dated as of May 17, 2019, by and between the Company and Barry Lefkowitz (incorporated by reference to Exhibit

10.25 to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Indemnification

Agreement, dated as of May 17, 2019, by and between the Company and Andrew Spodek (incorporated by reference to Exhibit 10.26

to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Indemnification

Agreement, dated as of May 17, 2019, by and between the Company and Matt Brandwein (incorporated by reference to Exhibit 10.27

to the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Agreement, dated June 26, 2019, by and between the Company and Andrew Spodek (incorporated by reference to Exhibit 10.28 to

the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Agreement, dated June 26, 2019, by and between the Company and Jeremy Garber (incorporated by reference to Exhibit 10.29 to

the Company’s Quarterly Report on Form 10-Q filed on June 27, 2019).

Employment Agreement, dated December 30, 2020, by and between the Company and Robert B.

Klein (incorporated by reference to Exhibit 10.29 to the Company’s Current Report on Form 8-K filed on January 4, 2020).

Equity Incentive Plan of the Company (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement

on Form S-11/A filed on May 7, 2019).

1 to the Postal Realty Trust, Inc.

2019 Equity Incentive Plan, effective as of June 26, 2020 (incorporated by reference

to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 1, 2020).&dagger;

of 2019 Equity Incentive Plan Stock Award Agreement and Notice (incorporated by reference to Exhibit 10.5 of the Company’s

Registration Statement on Form S-11 filed on May 7, 2019).

Employee Stock Purchase Plan of the Company (incorporated by reference to Exhibit 10.4 to the Company’s Registration

Statement on Form S-11/A filed on May 7, 2019).

of LTIP Unit Vesting Agreement (incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on

Form S-11/A filed on May 7, 2019).

Agreement, dated as of September 27, 2019, by and among Postal Realty LP, as borrower, the lenders party thereto and People’s

United Bank, National Association, as administrative agent and BMO Capital Markets Corp., as syndication agent (incorporated

by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 2, 2019).

First Amendment to Credit Agreement, dated as of January 30, 2020, by and among Postal Realty LP, Postal Realty Trust, Inc., the subsidiary guarantors party thereto, certain lenders party thereto and People’s United Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on June 26, 2020).

Second Amendment to Credit Agreement, dated as of June 25, 2020, by and among Postal Realty LP, Postal Realty Trust, Inc., the subsidiary guarantors party thereto and People’s United Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on June 26, 2020).

Third Amendment to Credit Agreement, dated as of November 24, 2020, by and among Postal Realty LP, Postal Realty Trust, Inc., the subsidiary guarantors party thereto and People’s United Bank, National Association, as administrative agent.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 1, 2020).

Agreement, dated as of September 27, 2019, by Postal Realty LP, as pledger, in favor of People’s United Bank, National

Association, as administration agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form

8-K filed on October 2, 2019).

dated as of September 27, 2019, by and among the Company, certain subsidiary guarantors and People’s United Bank, National

Association, as administrative agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form

8-K filed on October 2, 2019).

of Open Market Sale Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K

filed on December 14, 2020).

Open-End Mortgage, Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents, dated as of December 18, 2020, by and among Thorn Hill Postal Realty Holdings LLC, The United States Life Insurance Company in the City of New York and National Union Fire Insurance Company of Pittsburgh, PA (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 21, 2020).

Promissory Note (USLIC), dated December 18, 2020, made by Thorn Hill Postal Realty Holdings LLC to The United States Life Insurance Company in the City of New York (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 21, 2020).

Promissory Note (USLIC –

Fortitude), dated December 18, 2020, made by Thorn Hill Postal Realty Holdings LLC to The United States Life Insurance Company in the City of New York (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 21, 2020).

Promissory Note (NUFIC), dated December 18, 2020, made by Thorn Hill Postal Realty Holdings LLC to National Union Fire Insurance Company of Pittsburgh, PA (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on December 21, 2020).

Suretyship Agreement, dated December 18, 2020, in favor of The United States Life Insurance Company in the City of New York and National Union Fire Insurance Company of Pittsburgh, PA (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on December 21, 2020).

Subsidiaries of the Company.*

Consent of BDO USA, LLP.*

Certification of Annual Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Annual Report by President, Treasurer, and Secretary under Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of Chief Executive Officer furnished pursuant to 18 U.S.C.

Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

Certification of President, Treasurer and Secretary furnished pursuant to 18 U.S.C.

Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

LINKBASE DOCUMENT**

Certification

of Annual Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of Annual Report by President, Treasurer, and Secretary under Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification

of Chief Executive Officer furnished pursuant to 18 U.S.C.

Section 1350 as Adopted Pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002.*

Certification

of President, Treasurer and Secretary furnished pursuant to 18 U.S.C.

Section 1350 as Adopted Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002.*

INSTANCE DOCUMENT**

SCHEMA DOCUMENT**

CALCULATION LINKBASE

LABELS LINKBASE

PRESENTATION LINKBASE

DEFINITION LINKBASE

plan or arrangement

electronically herewith.

Attached as Exhibit 101 to this report are the following documents

formatted in XBRL (eXtensible Business Reporting Language):

(i) Consolidated Balance

Attached as Exhibit 101 to this report are the following documents formatted in XBRL (eXtensible Business

Reporting Language):

(i) Consolidated Balance Sheets;

(ii) Consolidated Statements of Operations;

(iii) Consolidated Statements

(iii) Consolidated

Statements of Equity;

(iv) Consolidated Statements of Cash Flows;

and (v) Notes to Consolidated

Financial Statements.

and (v) Notes to Consolidated Financial Statements.

Form 10-K Summary

1 unchanged sentence

to be signed on its behalf by the undersigned, thereunto duly authorized.

POSTAL REALY TRUST, INC.

March 27, 2020

/s/ Andrew Spodek

Andrew Spodek

Chief Executive Officer

Executive Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

/s/ Andrew Spodek

Chief Executive Officer and Director

March 27, 2020

Andrew Spodek

(Principal Executive Officer)

/s/ Jeremy Garber

President, Treasurer and Secretary

March 27, 2020

Jeremy Garber

(Principal Financial Officer)

/s/ Matt Brandwein

Senior Vice President and Chief Accounting Officer

March 27, 2020

Matt Brandwein

(Principal Accounting Officer)

/s/ Patrick Donahoe

Independent Director, Chairman of

March 27, 2020

Patrick Donahoe

Board of Directors

/s/ Barry Lefkowitz

Independent Director

March 27, 2020

Executive Officer)

Treasurer and Secretary

Financial Officer)

Vice President and Chief Accounting Officer

Accounting Officer)

Director, Chairman of

Barry Lefkowitz

/s/ Jane Gural-Senders

Independent Director

March 27, 2020

Jane Gural-Senders

/s/ Anton Feingold

Independent Director

March 27, 2020

Anton Feingold

Gural-Senders

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