Strategic Environmental & Energy Resources, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES We carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Accounting Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and the Principal Accounting Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2020. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our 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. Our internal control over financial reporting includes 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 our assets; (ii) provide reasonable assurance that transactions are recorded to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2020. In making this assessment, management used the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment of internal control over financial reporting, management has concluded that, as of December 31, 2020, our internal control over financial reporting were not effective, and material weaknesses over financial reporting were identified. Material weakness means 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 the registrant’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified were: ● due to ongoing financial constraints, we have not been devoting adequate resources to our accounting and reporting functions in order to properly record, file and review our financial transactions on a regular basis in order to ensure accuracy;and ● we do not have a properly documented internal control system in accordance with the requirements of COSO or some similarly appropriate internal control methodology or formal documentation of our systems of internal control. We are currently working to remediate the material weaknesses. We cannot be sure when we will successfully remediate the material weaknesses or whether compensating controls will be effective in preventing or detecting material errors. The remediation may require substantial time and resources to successfully implement. We may be unable to remediate these weaknesses until we have received additional funding that may be necessary to hire additional personnel. Until we have sufficient internal finance and accounting staff, we plan to work closely with external financial advisors to document the existing financial processes, risk assessment, and internal controls systematically. These material weaknesses could cause creditors, customers, investors, regulators, strategic alliances and others to lose confidence in the effectiveness of our internal controls and the accuracy of our financial statements and other information, all of which could have a material adverse impact on our business, results of operations and financial condition. This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report. Changes In Internal Control Over Financial Reporting There were no significant changes in our internal control over financial reporting during the year ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None 29 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth certain information regarding our executive officers and directors as of March 31, 2021. Name Age Position J. John Combs III 62 President, Chief Executive Officer, Director, Chairman of the Board, Secretary Christopher H. Dieterich 73 Director Christopher Scott Yenzer 54 Director Clark Knopik 50 Interim Chief Financial Officer Joseph John Combs III, Esq., President, Chief Executive Officer, Chairman of the Board, and Secretary. Mr. Combs, a SEER Founder, is currently CEO. He also serves as General Counsel. Mr. Combs has been Vice President of REGS since 2004. Before joining the Company, he owned and operated the law firm of Combs & Associates from 1989 to 2003. Prior to that he was an associate in the law firm of Berman & Blanchard in Los Angeles from 1987 to 1989, and an associate in the law firm of Parker, Milliken, Clark, O’hara & Samuelian, in Los Angeles from 1983 to 1987. His experience in private practice has included corporate maintenance, international finance, and business litigation. Over the last 30 years he has served as an officer and director of various sized corporations, both public and private, and was a Director and Officer of Armada Water Assets, Inc until his resignation in September 2014. For the past five years Mr. Combs has not served as a director of a public company, other than SEER. He received his B.A. from the University of Colorado, with honors, and a J uris Doctorate from Duke University School of Law in 1983. Mr. Combs was chosen as a Director because of his leadership experience, public company experience, experience serving on the boards of directors and committees of both public and private entities and other experience as a practicing attorney. Christopher H. Dieterich, Director, has served on the board since January 2008 . Mr. Dieterich is the founder and managing partner of Dieterich & Associates, a litigation and commercial law firm based in Los Angeles, California, providing legal services to entrepreneurial and emerging technology companies during the past 34 years. His firm specializes in venture capital and private equity financings, as well as in SEC compliance issues for public companies. He obtained his undergraduate engineering degree from Virginia Tech, graduate engineering degree from UC Berkeley (1970) and graduated from the joint Law and Economics program at UCLA in 1979, after serving six years in the US Air Force as a flight instructor in advanced jets. He has been a Director of the Company since 2008 and was Secretary from 2008 until November 2013. Mr. Dieterich was chosen as a Director because of his experience in a broad range of businesses as well experience serving on the boards of directors and committees of private entities. Christopher Scott Yenzer, Director , has served on the board since January 2019. Mr. Yenzer has served as corporate development officer of Blackeagle Energy Services from May 2018 until May 2019, is a 30-year engineering industry veteran with demonstrated strengths in the area of global relationships and operations growth plans. Mr. Yenzer’s extensive engineering and management background includes domestic and global, commercial oil and gas transaction management for some of the world’s largest engineering firms. He provides the SEER management team with a complementary perspective that is grounded in practical, hands-on experience in growing diverse businesses in both up and down cycles. Prior to his current role, Mr. Yenzer was COO and co-owner of Caribou Energy Corporation, which was sold in 2017. Prior to Caribou Energy, Mr. Yenzer served as vice president of Jacobs/CH2M, responsible for developing Enterprise Account Management on the executive committee for all business groups: Oil & Gas and Chemicals, Environmental & Nuclear, Water, and Infrastructure and Power. Mr. Yenzer built the successful Oil & Gas and Chemicals Global Strategic Account Team which included BP, ExxonMobil, Shell, Conoco, Hess TransCanada and Noble and led development of uniform account plans and growth strategies. During his tenure with Jacobs, Mr. Yenzer has held various positions from Project Engineer to Program Manager to VP of Business Development and his CV hosts a list of impressive ‘wins’ resulting from his ability to grow relationships and revenues across all markets, while increasing value to clients. Clark Knopik, Interim Chief Financial Officer. Mr. Knopik joined the Company in August 2019 as a consultant in the role of Interim Chief Financial Officer. Mr. Knopik is a consulting Chief Financial Officer for Lost Pines Partners, LLC and provides CFO services to businesses primarily in oil and gas, and related services, bio-pharma services, and technology markets, including hardware, software, and IP. Mr. Knopik has extensive experience with positions in accounting, finance, Securities and Exchange Commission (SEC) financial reporting, Sarbanes Oxley (SOX) compliance, and strategic planning. Mr. Knopik also began his career at KPMG, LLLP. Mr. Knopik received a B.S. degree in Accounting from the Montana State University and is a CPA. 30 Director Independence The board of directors has determined that Christopher Dieterich is considered an “independent director.” Under the National Association of Securities Dealers Automated Quotations (“NASDAQ”) definition, an “independent director” means a person other than an officer or employee of the Company or its subsidiaries or any other individuals having a relationship that, in the opinion of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of the director. The board of directors’ discretion in determining director independence is not completely unfettered. Further, under the NASDAQ definition, an independent director is a person who (1) is not currently (or whose immediate family members are not currently), and has not been over the past three years (or whose immediate family members have not been over the past three years), employed by the company; (2) has not (or whose immediate family members have not) been paid more than $120,000 during the current or past three fiscal years; (3) has not (or whose immediately family has not) been a partner in or controlling shareholder or executive officer of an organization which the company made, or from which the company received, payments in excess of the greater of $200,000 or 5% of that organizations consolidated gross revenues, in any of the most recent three fiscal years; (4) has not (or whose immediate family members have not), over the past three years been employed as an executive officer of a company in which an executive officer of the company has served on that company’s compensation committee; or (5) is not currently (or whose immediate family members are not currently), and has not been over the past three years (or whose immediate family members have not been over the past three years) a partner of the company’s outside auditor. Board Meetings and committees; annual meeting attendance There is no Nominating Committee for directors, which the Company considers reasonable, as there is no direct compensation to directors who are not also officers, and there is no liability insurance available for errors and omissions, should they occur. Therefore, the Company has found it extremely difficult to attract independent directors. There were no changes to the procedures by which security holders may recommend nominees to the Company’s board of directors. Audit Committee and Audit Committee Financial Expert We do not have a standing audit committee, an audit committee financial expert, or any committee or person performing a similar function. The entire board of directors acts as the audit committee. We currently have limited working capital and a history of losses. Our board of directors does not believe that it would be in our best interests at this time to identify and retain independent directors to sit on an audit committee or a director that qualifies as an audit committee financial expert under SEC regulations. Compensation Committee As of this filing there was no compensation committee. The entire board of directors acts as the compensation committee. Delinquent Section 16(a) Reports Scott Yenzer, a director, is delinquent in filing a Form 3, and a Form 4 at the time of this filing. Code of Ethics Our board of directors has adopted a Code of Ethics and Business Conduct for Officers, Directors and Employees, which includes our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. A current copy of the code is posted on our website, www.seer-corp.com. 31 ITEM 11. EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following table sets forth a summary of the compensation for each of our named executive officers for the financial years ended December 31, 2020 and 2019. Fiscal Year Salary ($) Bonus ($) Stock Awards ($) Warrants or Option Awards (1) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Officers J. John Combs III (1) 2020 166,600 - - - - - - 166,600 Chief Executive Officer, President and Secretary 2019 165,000 - - - - - - 165,000 Fortunato Villamagna 2020 165,000 - - - - - - 165,000 Chief Executive Officer, Paragon Waste Systems (2) 2019 165,000 - - - - - - 165,000 Tom Jones 2020 156,000 - - - - - - 156,000 VP Business Development, MV Technologies (3) 2019 150,000 - - - - - - 150,000 (1) The table is on an accrual basis. Amounts accrued and unpaid as of December 31, 2020 for Mr. Combs is approximately $12,200. (2) The table is on an accrual basis. Amounts accrued and unpaid as of December 31, 2020 for Mr. Villamagna is approximately $15,700. (3) Mr. Jones salary was increased to $160,000 annually, commencing on August 1, 2020. Employment Agreements There are no employment agreements or contracts with any named executive officers. Director Compensation For the fiscal year ended December 31, 2020, no compensation was paid to directors other than those listed in the Summary Compensation Table above. We may implement director compensation arrangements or programs in the future. 32 Outstanding Equity Awards at Fiscal Year-End 2020 Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date Directors Christopher H. Dieterich - - - Director Scott Yenzer 625,000 (1) 375,000 0.70 09/01/2026 Director (1) In September 2019, Mr. Yenzer was granted options to purchase 1,000,000 shares of common stock at $0.70. The options vest quarterly over 2 years, becoming fully vested on September 1, 2021. Each tranche of vested options begins to expire 5 years after they vest, therefore these options expire quarterly, as they vested, between September 1, 2024 through September 1, 2026. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth as of March 30, 2021 certain information regarding beneficial ownership of our common stock by: ● Each person known to us to beneficially own 5% or more of our common stock; ● Each executive officer who in this report are collectively referred to as the “Named Executive Officers;” ● Each of our directors; and ● All of our executive officers (as that term is defined under the rules and regulations of the SEC) and directors as a group. We have determined beneficial ownership in accordance with Rule 13d-3 under the Exchange Act. Beneficial ownership generally means having sole or shared voting or investment power with respect to securities. Unless otherwise indicated in the footnotes to the table, each shareholder named in the table has sole voting and investment power with respect to the shares of common stock set forth opposite the shareholder’s name. As of March 30, 2021, 64,688,575shares of our Common Stock were issued and outstanding. 33 Name and address of beneficial owners Number of shares beneficially owned (1) Percentage of class Joseph John Combs, III 3,606,315 (2) 5.6 % CEO, President, Secretary 370 Interlocken Blvd., Ste 680 Broomfield, CO 80021 Michael Cardillo 3,925,316 (3) 6.1 % President - REGS 370 Interlocken Blvd., Ste 680 Broomfield, CO 80021 Christopher H. Dieterich - * Director 370 Interlocken Blvd., Ste 680 Broomfield, CO 80021 Christopher Scott Yenzer 875,000 (4) 1.3 % Director 370 Interlocken Blvd., Ste 680 Broomfield, CO 80021 Fortunato Villamagna - * President - PWS 370 Interlocken Blvd., Ste 680 Broomfield, CO 80021 Clark Knopik - * Interim Chief Financial Officer 370 Interlocken Blvd., Ste 680 Broomfield, CO 80021 LPD Investments, Ltd. 6,290,832 (5) 9.7 % 25025 145 North, Ste 410 The Woodlands, TX 77380 Clyde Berg 6,010,000 (6) 9.3 % 10050 Brandley Drive Cupertino, CA 95014 Carl Berg 3,560,000 (7) 5.5 % 10050 Brandley Drive Cupertino, CA 95014 All Officers and Directors as a Group (5 persons) 8,406,631 12. 8 % * Represents less than 1% (1) “Beneficial ownership” is defined in the regulations promulgated by the U.S. Securities and Exchange Commission as having or sharing, directly or indirectly (1) voting power, which includes the power to vote or to direct the voting, or (2) investment power, which includes the power to dispose or to direct the disposition, of shares of the common stock of an issuer. The definition of beneficial ownership includes shares underlying options or warrants to purchase common stock, or other securities convertible into common stock, that currently are exercisable or convertible or that will become exercisable or convertible within 60 days. Unless otherwise indicated, the beneficial owner has sole voting and investment power. (2) Consists of 3,606,315 shares owned by Mr. Combs. (3) Consists of 100,000 shares owned by M. Cardillo, 3,825,316 shares owned by Cardillo Enterprises, Inc from which Mr. Cardillo has beneficial ownership. (4) Consists of options to purchase 875,000 shares of common stock, which were exercisable as of the date of this report, and shares becoming vested within 60 days of this report. (5) Consists of 5,140,832 shares according to Form 13G filed on August 29, 2014, 200,000 shares of common stock issued in August 2017 related to penalty on payment of short-term debt, 250,000 shares of common stock issued in March 2018 related to a private offering, warrants to purchase 100,000 shares of common stock issued on August 27, 2015 which are currently exercisable, and 700,000 shares which were issued to LPD during fiscal year 2019 related to penalty on late payment of short-term note. (6) Consists of 3,800,000 shares owned by Mr. Clyde Berg, and 2,210,000 shares which are issuable as of December 31, 2020 related to penalty on late payment of short-term notes, issued in fiscal year 2019. (7) Consists of 400,000 shares owned by Mr. Carl Berg and 2,400,000 shares owned by Carl and Mary Ann Berg CRT for which Mr. Berg has beneficial ownership, options to purchase 60,000 shares of common stock issued on March 16, 2020 which are currently exercisable, 125,000 shares issuable related to a short-term note issued July 8, 2020, and 575,000 shares which are issuable as of December 31, 2020 related to long term debt issued in July 2018. 34 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS Notes payable, related parties Notes payable, related parties and accrued interest due to certain related parties as of December 31, 2020 and 2019 are as follows: December 31, December 31, 2020 2019 Unsecured short term note payable dated August 21, 2019 with principal and interest due 60 days from issuance. The note requires a one-time fee in the amount of $500 to compensate for the first two weeks of the term and each week thereafter (weeks 3-8) a fee of $50 shall be due and owing accruing on the first day of the week, after which the fee is $75 per week, which is recorded as interest expense. The note is from the CEO, and thus classified as a related party note. For the year ended December 31, 2020, the Company recorded interest expense of $3,600. Unpaid interest as of December 31, 2020 is approximately $5,200. The outstanding principal and interest under this note as of February 28, 2021 is $20,750. 15,000 15,000 Secured short term note payable dated August 21, 2019 with principal and interest due 60 days from issuance. The note requires a one-time fee in the amount of $4,150 to compensate for the first two weeks of the term and each week thereafter (weeks 3-8) a fee of $415 shall be due and owing accruing on the first day of the week, after which the fee is $600 per week, which is recorded as interest expense. The note is from Dorothy Combs, a family member of the CEO, and thus classified as a related party note. For the year ended December 31, 2020, the Company recorded interest expense of $28,800. Unpaid interest as of December 31, 2020 is approximately $41,400. The outstanding principal and interest under this note as of February 28, 2021 is $171,240. 125,000 125,000 Unsecured short term note payable dated October 7, 2019 with principal and interest due 60 days from issuance. The note requires a one-time fee in the amount of $500 to compensate for the first two weeks of the term and each week thereafter (weeks 3-8) a fee of $50 shall be due and owing accruing on the first day of the week, after which the fee is $75 per week, which is recorded as interest expense. The note is from the CEO, and thus classified as a related party note. For the year ended December 31, 2020, the Company recorded interest expense of $3,600. Unpaid interest as of December 31, 2020 is approximately $4,700. The outstanding principal and interest under this note as of February 28, 2021 is $20,300. 15,000 15,000 Total short-term notes - related party $ 155,000 $ 155,000 December 31, 2020 2019 Accrued interest $ 53,000 $ 27,100 $ 53,000 $ 27,100 Review, Approval or Ratification of Transactions with Related Persons The Company does not maintain a written policy with respect to related party transactions and our board of directors does not routinely review potential transactions with those parties we have identified as related parties prior to the consummation of the transaction. 35 ITEM 14. Principal Accountant Fees and Services The following table presents aggregate fees billed to the Company for professional services rendered by L J Soldinger Associates, LLC for the years ended December 31, 2019 and 2018: 2020 Fees 2019 Fees Audit Fees $ 266,400 $ 215,800 Audit-Related Fees - - Tax Fees 47,200 57,100 Total Fees $ 313,600 $ 272,900 Audit Fees were for professional services rendered for the audit of the Company’s annual consolidated financial statements and review of consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements. The 2020 and 2019 fees include not only the annual audit fees but the review of the three quarterly 10-Q’s in 2020 and 2019, respectively. Audit-Related Fees were for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees.” Tax Fees were for professional services rendered for federal, state and international tax compliance, tax advice and tax planning. ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS a) Financial Statements The following financial statements are included as Exhibit 99.1 and are hereby incorporated by reference: Audited Financial Statements Page Report of Independent Registered Public Accounting Firm F-1 Consolidated Balance Sheets as of December 31, 2019 and 2018 F-2 Consolidated Statements of Operations for the Years Ended December 31, 2019 and 2018 F-3 Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2019 and 2018 F-4 Consolidated Statements of Cash Flows for the Years Ended December 31, 2019 and 2018 F-5 Notes to Consolidated Financial Statements F-6 36 (b) Exhibits EXHIBIT INDEX 3.1 Articles of Incorporation, dated February 13, 2002 (1) 3.2 Amendment to the Articles of Incorporation, dated December 19, 2007, changing the name and effecting a reverse stock split (1) 3.3 Bylaws of the corporation, effective February 13, 2002 (1) 4.1 $225,000 Convertible Note and Note Agreement of the Corporation, issued February 14, 2012 (2) 4.2 Form of Warrant, having a 3-year life with $0.50 exercise price (1) 4.3 Form of Warrant, having a 5-year life with $0.50 exercise price (1) 10.1 Agreement for acquisition of MV, dated June 13, 2008 (1) 10.2 Agreement for acquisition of intellectual property from Black Stone Management Services, LLC, dated August 10, 2011 (1) 10.3 Agreement for Merger with Satellite Organizing Solutions, Inc. (1) 10.4 Consulting Agreement between the Company and Monty R. Lamirato, dated October 8, 2013 (3) 10.5 Irrevocable License and Royalty Agreement between the Company and Paragon Waste Solutions, LLC, dated March 21, 2012 (3) 14.1 Code of Ethics (1) 21.1 Subsidiaries of Registrant (1) 31.1* Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 31.2* Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 32.1** Certification of Principal Executive Officer ) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.1 Financial Statements 101.INS*** XBRL Instance Document 101.SCH*** XBRL Taxonomy Extension Schema Document 101.CAL*** XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF*** XBRL Taxonomy Extension Definition Linkbase Document 101.LAB*** XBRL Taxonomy Extension Label Linkbase Document 101.PRE*** XBRL Taxonomy Extension Presentation Linkbase Document (1) Incorporated by reference to the Company’s Report on Form 10 filed May 21, 2013. (2) Incorporated by reference to the Company’s Report on Form 10 Amendment No. 1 filed July 23, 2013. (3) Incorporated by reference to the Company’s Report on Form 10-Q filed November 14, 2013 (4) Incorporated by reference to the Company’s Report on Form 10-K filed March 27, 2014 * Filed herewith ** This certification is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act. *** Pursuant to applicable securities laws and regulations, these interactive data files will not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 or otherwise subject to the liability of that section, nor will they be deemed filed or made a part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, or otherwise subject to liability under those sections. 37 SIGNATURES Pursuant to the requirements of Section 13or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: April 15, 2021 STRATEGIC ENVIRONMENTAL & ENERGY RESOURCES, INC. By /s/ J. John Combs III J. John Combs III Chief Executive Officer with Responsibility to sign on behalf of Registrant as a Duly authorized officer and principal executive officer By /s/ Clark Knopik Clark Knopik Interim Chief Financial Officer with responsibility to sign on behalf of Registrant as a duly authorized officer and principal financial officer Pursuant 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/ J. John Combs III Chairman of the Board of Directors April 15, 2021 J. John Combs III /s/ Christopher Scott Yenzer Director April 15, 2021 Christopher Scott Yenzer /s/ Christopher Dieterich Director April 15, 2021 Christopher Dieterich 38