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Item 9A. Controls and Procedures

2024-02-26 compared with 2023-02-24 · 127 added, 111 removed, 117 unchanged (67% of the section changed)

16 unchanged sentences

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.

Additionally,

controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

4 unchanged sentences

Other Information.

Certain of our executive officers and directors may execute purchases and sales of our securities through Rule 10b5-1 equity trading plans and “non-Rule 10b5-1 equity trading arrangements” (as defined in Item 408(c) of Regulation S-K).

During the three months ended December 31, 2023, several of our executive officers, as set forth below, adopted or terminated a contract, instruction or written plan for the purchase or sale of Rapid7 securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

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Name and Position Action Adoption or Transaction Date Type of Trading Arrangement Number of Shares of Common Stock to be Sold Expiration Date

Andrew Burton , Chief Operating Officer (1)

Adoption December 13, 2023 Rule 10b5-1* 70,675 **

12/31/2024***

Tim Adams , Chief Financial Officer

Adoption November 28, 2023 Rule 10b5-1* 15,000 **

11/28/2024***

Corey Thomas , Chief Executive Officer (2)

Adoption December 13, 2023 Rule 10b5-1* 296,842 **

12/13/2024***

(1) The selling start date under Mr.

Burton's 10b5-1 Plan adopted on December 13, 2023 is contingent on the completion or expiration of his previously adopted plan.

Thomas' plan includes the sale of 30,842 shares that were gifted to the Ancore Foundation, Inc., a charitable foundation of which Mr.

Thomas is a director.

* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

** Represents the maximum number of shares that may be sold pursuant to the Rule 10b5-1 trading arrangement in amounts and prices determined in accordance with a formula set forth in the plan.

The actual number of shares sold will be dependent on the satisfaction of certain conditions as set forth in the written plan.

*** The Rule 10b5-1 trading arrangement will terminate on the earlier of the date all the shares under the plan are sold and the

expiration date indicated, subject to early termination for specified events set forth in the plan.

During the year ended December 31, 2023, other than noted above, none of our executive officers or directors terminated or modified a 10b5-1 equity trading plan, or adopted , terminated , or modified any “non-Rule 10b5-1 equity trading

arrangement”.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not Applicable.

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Directors, Executive Officers and Corporate Governance.

12 unchanged sentences

The information required by this item is incorporated by reference to our Proxy Statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2023.

Exhibits, Financial Statement Schedules.

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Exhibits and Financial Statement Schedules.

(a)(1) Financial Statements

4 unchanged sentences

Number Description

3.1 (1) Amended and Restated Certificate of Incorporation of Rapid7, Inc., as of June 3, 2020.

3.2 (2) Amended and Restated Bylaws of Rapid7, Inc., as of June 3, 2020.

3.1 Amended and Restated Certificate of Incorporation of Rapid7, Inc., as of June 3, 2020 (incorporated by reference Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37496), filed on August 10, 2020).

3.2 Amended and Restated Bylaws of Rapid7, Inc., as of June 3, 2020 (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37496), filed with the Securities and Exchange Commission on August 10, 2020).

4.1 Form of common stock certificate of Rapid7, Inc.

4.2 (4) Amended and Restated Investors’ Rights Agreement by and among Rapid7, Inc.

and certain of its stockholders, dated December 9, 2014.

4.3 (5) Amendment No.

1 to Investors’ Rights Agreement, dated October 13, 2015.

(incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A (File No.

333-204874), filed on July 6, 2015).

4.2 Indenture, dated as of August 13, 2018, between Rapid7 Inc.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K (file No.

001-37496), filed on August 13, 2018).

4.3 Form of 1.25% Convertible Senior Notes due 2023 (included in Exhibit 4.

4.4 * Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 .

4.5 Indenture, dated as of May 1, 2020, by and between Rapid7, Inc.

Bank National Association, as Trustee.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed on May 4, 2020).

4.6 Form of Global Note, representing Rapid7, Inc.’s 2.25% Convertible Senior Notes due 2025 (included in Exhibit 4.

4.7 Indenture, dated as of March 19, 2021, by and between Rapid7, Inc.

Bank National Association, as Trustee.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed on March 19, 2021).

4.8 Form of Global Note, representing Rapid7, Inc.’s 0.25% Convertible Senior Notes due 2027 (included in Exhibit 4.

10.1 (9) Form of Confirmation for Capped Call Transactions.

4.9 Indenture, dated as of September 8, 2023, by and between Rapid7, Inc.

Bank Trust Company.

National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No.

001-37496), filed on September 8, 2023).

4.10 Form of Global Note, representing Rapid7, Inc.’s 1.25% Convertible Senior Notes due 2029 (included in Exhibit 4.9).

10.1 Form of Confirmation for Capped Call Transactions (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed on August 13, 2018).

10.2 Purchase Agreement, dated April 28, 2020, by and between Rapid7, Inc.

and Barclays Capital Inc.

(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed on May 4, 2020).

10.3 Form of Capped Call Transactions (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K (File No.

001-37496), filed on May 4, 2020).

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10.4 Purchase Agreement, dated March 16, 2021, by and between Rapid7, Inc., Goldman Sachs & Co.

LLC and Barclays Capital Inc.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed on March 19, 2021).

10.5 Form of Confirmation for Capped Call Transactions.

10.5 (13) Credit and Security Agreement, dated as of April 23, 2020, by and among Rapid7, Inc., Rapid7 LLC, KeyBank National Association, and the lenders party thereto.

10.6 (14) Merger Agreement, dated as of April 24, 2020, by and between Rapid7, Inc., Rapid7 LLC, Stratus Acquisition, Inc., Divvy Cloud Corporation and Fortis Advisors LLC.

10.7 (15) Stock Purchase Agreement, dated July 16, 2021, by and between Rapid7, Inc., Rapid7 International Holdings Limited, IntSights Cyber Intelligence Ltd., the Sellers and Shareholder Representative Services LLC.

10.8 (16) First Amendment Agreement, dated as of May 29, 2020, by and among Rapid7, Inc., Rapid7 LLC, KeyBank National Association, and the lenders party thereto.

(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed on March 19, 2021).

10.6 Purchase Agreement, dated September 5, 2023, by and between Rapid7, Inc., Goldman Sachs & Co.

Morgan Securities LLC.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed on September 5, 2023).

10.7 Form of Confirmation for Capped Call Transactions.

10.10 (18) Second Amendment Agreement, dated as of December 22, 2021, by and among Rapid7, Inc., Rapid7 LLC, KeyBank National Association, and the lenders party thereto.

10.11+(19) 2011 Stock Option and Grant Plan and Forms of Stock Option Agreement, Stock Option Exercise Notice and Restricted Stock Agreement thereunder.

(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed on September 5, 2023).

10.8 Credit and Security Agreement, dated as of April 23, 2020, by and among Rapid7, Inc., Rapid7 LLC, KeyBank National Association, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed on April 28, 2020, and incorporated herein by reference).

10.9 Merger Agreement, dated as of April 24, 2020, by and between Rapid7, Inc., Rapid7 LLC, Stratus Acquisition, Inc., Divvy Cloud Corporation and Fortis Advisors LLC.

(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed on April 28, 2020).

10.10 First Amendment Agreement, dated as of May 29, 2020, by and among Rapid7, Inc., Rapid7 LLC, KeyBank National Association, and the lenders party thereto (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37496), filed on August 10, 2020).

10.11 Second Amendment Agreement, dated as of December 22, 2021, by and among Rapid7, Inc., Rapid7 LLC, KeyBank National Association, and the lenders party thereto (incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K (File No.

001-37496), filed on February 24, 2022).

10.12+ 2011 Stock Option and Grant Plan and Forms of Stock Option Agreement, Stock Option Exercise Notice and Restricted Stock Agreement thereunder (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No.

333-204874), filed on June 11, 2015).

10.13+ Rapid7, Inc.

2015 Equity Incentive Plan, as amended.

2015 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (file No.

001-37496), filed on July 19, 2021)

10.14+ Forms of Stock Option Agreement, Notice of Exercise, Stock Option Grant Notice and Restricted Stock Unit Agreement under the Rapid7, Inc.

2015 Equity Incentive Plan, as amended.

2015 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1/A (File No.

333-204874), filed on July 6, 2015).

10.15+ Rapid7, Inc.

2015 Employee Stock Purchase Plan.

2015 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed on October 13, 2015).

10.16+ Form of Indemnification Agreement by and between Rapid7, Inc.

and each of its directors and executive officers.

10.16 (24) Stock Purchase Agreement, dated July 16, 2021, by and between Rapid7, Inc., Rapid7 International Holdings Limited, IntSights Cyber Intelligence Ltd., the Sellers and Shareholder Representative Services LLC.

10.17 (25) Lease dated November 16, 2017 between Podium Developer LLC and Rapid7, Inc.

10.18 (26) Lease dated July 19, 2019 between Office Tower Developer LLC and Rapid7, Inc.

and each of its directors and executive officers (incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K (File No.

001-37496), filed on March 10, 2016).

10.17 Stock Purchase Agreement, dated July 16, 2021, by and between Rapid7, Inc., Rapid7 International Holdings Limited, IntSights Cyber Intelligence Ltd., the Sellers and Shareholder Representative Services LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No.

001-37496), filed on July 19, 2021).

10.18 Lease dated November 16, 2017 between Podium Developer LLC and Rapid7, Inc (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed on November 16, 2017).

10.19 Lease dated July 19, 2019 between Office Tower Developer LLC and Rapid7, Inc (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File no.

001-37496), filed with the Securities and Exchange Commission on July 25, 2019).

10.20 First Amendment to Lease, dated as of September 9, 2020 by and between Office Tower Developer LLC and Rapid7, Inc.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37496), filed on November 5, 2020).

10.21 Second Amendment to Lease, dated as of November 9, 2020 by and between Office Tower Developer LLC and Rapid7, Inc.

(incorporated by reference to Exhibit 10.15 to the Registrant's Annual Report on Form 10-K (File no.

001-37496), filed on February 26, 2021).

10.22 Third Amendment to Lease, dated as of February 5, 2021 by and between Office Tower Developer LLC and Rapid7, Inc.

(incorporated by reference to Exhibit 10.16 to the Registrant's Annual Report on Form 10-K (File no.

001-37496), filed on February 26, 2021).

10.23+ Rapid7, Inc.

Executive Incentive Bonus Plan.

Executive Incentive Bonus Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed on February 2, 2017).

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10.24+ Employment Agreement, dated as of January 3, 2013, by and between Rapid7, Inc.

and Corey Thomas.

and Corey Thomas (incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1 (File No.

333-204874), filed on June 11, 2015).

10.25+ Amendment to Employment Agreement, dated as of April 4, 2016, by and between Rapid7, Inc.

and Corey Thomas.

and Corey Thomas (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed with the Securities and Exchange Commission on April 5, 2016).

10.26+ Second Amendment to Employment Agreement, dated as of March 24, 2017, by and between Rapid7, Inc.

and Corey Thomas.

and Corey Thomas (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37496), filed on May 10, 2017).

10.27+ Third Amendment to Employment Agreement, dated as of August 7, 2023, by and between Rapid7, Inc.

and Corey Thomas (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q (File No.

001-37496), filed on November 6, 2023).

10.28+ Offer Letter Agreement, dated as of October 3, 2016, by and between Rapid7, Inc.

and Andrew Burton.

and Andrew Burton (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed on October 4, 2016).

10.29+ Offer Letter, dated as of November 23, 2021, by and between Rapid7, Inc.

and Tim Adams.

Employment Agreement, dated as of November 28, 2016, by and between Rapid7, Inc.

and Jeffrey Kalowski.

and Tim Adams (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed on November 29, 2021).

10.30+ Severance and Equity Award Vesting Acceleration Letter, dated as of March 28, 2017, by and between Rapid7, Inc.

and Andrew Burton.

10.30+(38) Form of Severance and Equity Award Vesting Acceleration Letter.

and Andrew Burton (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37496), filed on May 10, 2017).

10.31+ Severance and Equity Award Vesting Acceleration Agreement, dated as of August 8, 2023, by and between Rapid7, Inc.

and Andrew Burton (incorporated by reference to Exhibit 10.2 on Form 10-Q (File No.

001-37496), filed on November 6, 2023).

10.32+ Severance and Equity Award Vesting Acceleration Agreement, dated as of August 30, 2023, by and between Rapid7, Inc.

and Tim Adams (incorporated by reference to Exhibit 10.3 on Form 10-Q (File No.

001-37496), filed on November 6, 2023).

10.33+ Severance and Equity Award Vesting Acceleration Agreement, dated as of August 8, 2023, by and between Rapid7, Inc.

and Christina Luconi (incorporated by reference to Exhibit 10.4 on Form 10-Q (File No.

001-37496), filed on November 6, 2023).

10.34+* Form of Performance Stock Unit Agreement under the Rapid7 2015 Equity Incentive Plan.

Number Description

8 unchanged sentences

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

97* Compensation Recoupment Policy, dated as of October 19, 2023.

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the inline XBRL document.

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104 Cover Page Interactive Data file (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

(1) Previously filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37496), filed with the Securities and Exchange Commission on August 10, 2020, and incorporated herein by reference.

(2) Previously filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37496), filed with the Securities and Exchange Commission on August 10, 2020, and incorporated herein by reference.

(3) Previously filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A (File No.

333-204874), filed with the Securities and Exchange Commission on July 6, 2015, and incorporated herein by reference.

(4) Previously filed as Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No.

333-204874), filed with the Securities and Exchange Commission on June 11, 2015, and incorporated herein by reference.

(5) Previously filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed with the Securities and Exchange Commission on October 13, 2015, and incorporated herein by reference.

(6) Previously filed as Exhibit 4.6 to the Registrant’s Annual Report on Form 10-K (File No.

001-37496), filed with the Securities and Exchange Commission on February 26, 2021, and incorporated herein by reference.

(7) Previously filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed with the Securities and Exchange Commission on May 4, 2020, and incorporated herein by reference, and included as Exhibit A to the Indenture filed as Exhibit 4.7 hereto).

(8) Previously filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed with the Securities and Exchange Commission on March 19, 2021, and incorporated herein by reference, and included as Exhibit A to the Indenture filed as Exhibit 4.9 hereto).

(9) Previously filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K (file No.

001-37496), filed with the Securities and Exchange Commission on August 13, 2018, and incorporated herein by reference.

(10) Previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed with the Securities and Exchange Commission on May 4, 2020, and incorporated herein by reference.

(11) Previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed with the Securities and Exchange Commission on March 19, 2021, and incorporated herein by reference.

(12) Previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed with the Securities and Exchange Commission on May 4, 2020, and incorporated herein by reference.

(13) Previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed with the Securities and Exchange Commission on April 28, 2020, and incorporated herein by reference.

(14) Previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed with the Securities and Exchange Commission on April 28, 2020, and incorporated herein by reference.

(15) Previously filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No.

001-37496), filed with the Securities and Exchange Commission on July 19, 2021, and incorporated herein by reference.

(16) Previously filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37496), filed with the Securities and Exchange Commission on August 10, 2020, and incorporated herein by reference.

(17) Previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed with the Securities and Exchange Commission on March 19, 2021, and incorporated herein by reference.

(18) Previously filed as Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K (File No.

001-37496), filed with the Securities and Exchange Commission on February 24, 2022, and incorporated herein by reference.

(19) Previously filed as Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No.

333-204874), filed with the Securities and Exchange Commission on June 11, 2015, and incorporated herein by reference.

(20) Previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed with the Securities and Exchange Commission on October 13, 2015, and incorporated herein by reference.

(21) Previously filed as Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1/A (File No.

333-204874), filed with the Securities and Exchange Commission on July 6, 2015, and incorporated herein by reference.

(22) Previously filed as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1/A (File No.

333-204874), filed with the Securities and Exchange Commission on July 6, 2015, and incorporated herein by reference.

(23) Previously filed as Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K (File No.

001-37496), filed with the Securities and Exchange Commission on March 10, 2016, and incorporated herein by reference.

(24) Previously filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (file No.

001-37496), filed with the Securities and Exchange Commission on July 19, 2021, and incorporated herein by reference.

(25) Previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed with the Securities and Exchange Commission on November 16, 2017, and incorporated herein by reference.

(26) Previously filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File no.

001-37496), filed with the Securities and Exchange Commission on July 25, 2019, and incorporated herein by reference.

(27) Previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37496), filed with the Securities and Exchange Commission on November 5, 2020, and incorporated herein by reference.

(28) Previously filed as Exhibit 10.15 to the Registrant's Annual Report on Form 10-K (File no.

001-37496), filed with the Securities and Exchange Commission on February 26, 2021, and incorporated herein by reference.

(29) Previously filed as Exhibit 10.16 to the Registrant's Annual Report on Form 10-K (File no.

001-37496), filed with the Securities and Exchange Commission on February 26, 2021, and incorporated herein by reference.

(30) Previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed with the Securities and Exchange Commission on February 2, 2017, and incorporated herein by reference.

(31) Previously filed as Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1(File No.

333-204874), filed with the Securities and Exchange Commission on June 11, 2015, and incorporated herein by reference.

(32) Previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed with the Securities and Exchange Commission on April 5, 2016, and incorporated herein by reference.

(33) Previously filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37496), filed with the Securities and Exchange Commission on May 10, 2017, and incorporated herein by reference.

(34) Previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed with the Securities and Exchange Commission on October 4, 2016, and incorporated herein by reference.

(35) Previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed with the Securities and Exchange Commission on November 29, 2021, and incorporated herein by reference.

(36) Previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed with the Securities and Exchange Commission on November 28, 2016, and incorporated herein by reference.

(37) Previously filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37496), filed with the Securities and Exchange Commission on May 10, 2017, and incorporated herein by reference.

(38) Previously filed as Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K (File No.

001-37496), filed with the Securities and Exchange Commission on March 8, 2018, and incorporated herein by reference.

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* Filed herewith.

3 unchanged sentences

Not applicable.

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized .

1 unchanged sentence

Chief Executive Officer

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POWER OF ATTORNEY

20 unchanged sentences

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