UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




Form 10-K/A

(Amendment
No. 1)

(Mark
One)

xANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal
year ended: December 31, 2017



oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition
period from______________to________________



Commission
file number 0-5703






|Siebert
                                         Financial Corp.
        (Exact
        name of registrant as specified in its charter)
|---------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                       



|New
    York                                                              | 11-1796714                             
|------------------------------------------------------------------------- | ---------------------------------------
|(State
    or other jurisdiction ofincorporation or organization)         | (I.R.S.
    EmployerIdentification No.)
|                                                                          |                                        
|120
    Wall Street, New York, NY(Address of principal executive offices) | 10005(Zip Code)                        



|(212)
    644-2400
|------------------
|                  




Securities
registered pursuant to Section 12(b) of the Exchange Act:



|Title
    of each class                    | Name
    of each exchange on which registered
|------------------------------------------ | ---------------------------------------------
|COMMON
    STOCK, PAR VALUE $.01 PER SHARE | THE
    NASDAQ CAPITAL MARKET                



Securities registered
under Section 12(g) of the Exchange Act:



NONE
(Title of class)



Indicate
by check mark if the registrant is a well- known seasoned issuer, as defined in Rule 405 of the Securities Act. YESoNOx



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YESoNOx



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. YESxNOo



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). YESxNOo



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.x



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

|Large
    accelerated filero                                                | Accelerated
    filero        
|--------------------------------------------------------------------------- | ------------------------------
|Non-accelerated
    filero(Do not check
    if a smaller reporting company) | Smaller
    reporting companyx
|                                                                            | Emerging
    growth companyo  

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YESoNOx

The
aggregate market value of the Common Stock held by non-affiliates of the registrant (based upon the last sale price of the Common
Stock reported on the NASDAQ Capital Market as of the last business day of the registrant’s most recently completed second
fiscal quarter (June 30, 2017), was $8,265,501.

The
number of shares of the registrant’s outstanding Common Stock, as of March 31, 2018, was 27,157,188 shares.

Documents
Incorporated by Reference: None.







EXPLANATORY
NOTE

The
purpose of this Form 10-K/A is to amend the biographical descriptions of Gloria E. Gebbia, Charles A. Zabatta and
Andrew H. Reich provided under Item 10. Directors, Executive Officers and Corporate Governance of the original Annual Report
on Form 10-K for the fiscal year ended December 31, 2017 (the “Original Form 10-K”) filed by Siebert Financial Corp.
(the “Registrant”) with the Securities and Exchange Commission (the “SEC”) on April 13, 2018.

In
addition, as required by Rule 12b-15 under the Exchange Act, new certifications of the Registrant’s principal executive,
financial and accounting officer required by Rules 13a-14(a) and 15d-14(a) of the Exchange Act are filed as an exhibit to this
Form 10-K/A.

Except
as stated herein, no other revisions are being made to the Registrant’s Original Form 10-K. This Form 10-K/A does not reflect
events occurring after the filing of the Original Form 10-K, and no attempt has been made in this Form 10-K/A to modify or update
other disclosures as presented in the Original Form 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the
Original Form 10-K and the Registrant’s filings with the Commission subsequent to December 31, 2017.

PART
III

| | Item
    10. | DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
| | ------------ | ----------------------------------------------------------

Identification
of Directors

The
names of our directors and their ages, positions, and biographies are set forth below.

Gloria E. Gebbia
Age 75
Director

Gloria
E. Gebbia is the manager and owner of the majority issued and outstanding voting member interests of Kennedy Cabot Acquisition,
LLC. Ms. Gebbia is an owner and a director of StockCross Financial Services, Inc., a global financial services company (“StockCross”).
Additionally, Ms. Gebbia also serves as the President of Associates for Breast and Prostate Cancer Research, a non-profit organization
that raises funds for the John Wayne Cancer Institute, which has under Ms. Gebbia’s leadership raised over $16 million
for breast and prostate cancer research.

Charles A. Zabatta
Age 75
Director

Charles
A. Zabatta served as a consultant to StockCross from 2011 until 2016 acting as its head of Corporate Development. Mr. Zabatta
has and continues to have a distinguished and successful career, predominately in the financial service industry, including holding
various positions with the New York Stock Exchange, Paine Webber, Securities Settlement Corp., Josephthal Lyon & Ross, Kennedy
Cabot & Co. and TD Waterhouse. Mr. Zabatta’s creative business skills have been instrumental in several acquisitions
of small to midsize companies, in various industries. Mr. Zabatta currently advises on capital raising, general business structure
and management. Previously, Mr. Zabatta has served as a member of the board of Knight Capital and Kennedy Cabot & Co. Currently,
Mr. Zabatta serves on the board of Paraco Gas Corporation, a large privately held independent energy company in the northeast.
Mr. Zabatta holds a BA in industrial psychology from Iona College.



Francis Cuttita
Age 49
Director

Francis
V. Cuttita is a Senior Partner of Cuttita, LLP, a New York based law firm. Mr. Cuttita has over 24 years of practicing law, and
in the areas of real estate and business transactions, media, sports and entertainment. Mr. Cuttita’s list of clients include
Fortune 100 corporations, CEOs, hedge fund managers, legendary professional athletes, entertainment icons and Grammy award winning
musicians. Mr. Cuttita also serves as an advisor to several national financial, insurance and sports businesses and is an active
supporter and member of various nonprofit organizations. Mr. Cuttita graduated from Swarthmore College and received his law degree
from Fordham University School of Law.







Andrew H. Reich
Age 62

Andrew
H. Reich held various executive positions in StockCross from 2002 and was StockCross’ Chairman from 2015 to December 16,
2016. Additionally, Mr. Reich is the owner of Aarianna Realty Inc., a real estate company, has previously served as the CFO of
Gebbia Holding Co., a holding company for Ms. Gebbia’s family through 2014 and as CFO of Park Wilshire Insurance
Company, owned by Gloria Gebbia’s children, acquired by the Company for its cash value in March 2018. Mr. Reich has more
than 20 years of experience in the financial industry, including more than fourteen years in various senior management roles at
StockCross. Mr. Reich holds an MBA from the University of Southern California and a BBA from the Bernard Baruch College.

Jerry Schneider, CPA
Age 73

Mr. Schneider,
is a certified public accountant and has over 40 years of relevant accounting experience. Mr. Schneider is licensed to practice
public accounting in New York and Florida and is a member of the American Institute of Certified Public Accountants, the New York
State Society of Certified Public Accountants and the Florida Society of Certified Public Accountants. Mr. Schneider was the Managing
Partner of Schneider & Associates LLP, a CPA firm with approximately 20 professional staff and was the driving force in that
firm’s growth and development until it merged with Marks Paneth LLP in 2008. From January 2011 to December 1, 2017, Mr.
Schneider was a Partner Emeritus and Senior Consultant at Marks Paneth LLP. Mr Schneider is also a member of the board of directors
of Promethium, Inc., a development stage blockchain based digital security platform. Mr. Schneider’s practice was concentrated
in the areas of business planning, high net worth individuals, manufacturing, retailing, securities broker-dealers, the hospitality
industry and private educational institutions.

Identification
of Executive Officers

| |                     |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------- |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Name                |  | Age |  | Position                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                     |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Andrew
    H. Reich |  | 62  |  | Executive
        Vice President, Chief Operating Officer, Chief Financial Officer and Secretary
        Mr.
        Reich has served as Executive Vice President, Chief Financial Officer and Assistant Secretary of the Company and Chief
        Executive Officer of MSCO since December 16, 2016. Prior thereto, Andrew H. Reich served in a variety of executive positions
        with StockCross Financial Services, Inc., a global financial services company (“StockCross”) since 2002 and
        from 2015 until his resignation effective as of the Closing Date, he served as the Chairman of StockCross. Additionally,
        Mr. Reich is the owner of Aarianna Realty Inc., a real estate company, has previously served as the CFO of Gebbia Holding
        Co., a holding company for Gloria E. Gebbia’s family through 2014 and as CFO of Park Wilshire Insurance Company
        since 2010. Mr. Reich has more than 20 years of experience in the financial industry, including more than fourteen years
        as senior management of StockCross. Mr. Reich holds a MBA from the University of Southern California and a BBA from the
        Bernard Baruch College.
|

Corporate
Governance

Board
Meetings

The
Board of Directors held five (5) regular meetings and two (2) special meetings during 2017. Each incumbent director attended at
least 75% of his or her Board of Directors meetings and all of his or her committee meetings.

Controlled
Company

We
are a “Controlled Company” as defined in Rule 5615(c)(1) of The Nasdaq Stock Market because Gloria Gebbia and her
family members hold more than 50% of our voting power for the election of directors. As a “Controlled Company” we
are not required to have a majority of our Board of Directors comprised of independent directors, a compensation committee comprised
solely of independent directors or a nominating committee comprised solely of independent directors.







Audit
Committee of the Board of Directors

The
Audit Committee of our Board of Directors currently consists of Mr. Schneider, Chairman, Mr. Zabatta and Mr. Cuttita. The Board
of Directors has determined that Mr. Schneider, Mr. Zabatta and Mr. Cuttita is each an “independent director” within
the meaning of Rule 5605(a)(2) of The Nasdaq Stock Market and within the meaning of the applicable rules and regulations of the
SEC.

The
Audit Committee held six (6) meetings during 2017.

The
Board of Directors has determined that Mr. Schneider qualifies as an “audit committee financial expert” under the
applicable rules of the SEC.

The
Audit Committee was established to (i) assist the Board of Directors in its oversight responsibilities regarding the integrity
of our financial statements, our compliance with legal and regulatory requirements and our auditor’s qualifications and
independence, (ii) prepare the report of the Audit Committee contained herein, (iii) retain, consider the continued retention
and terminate our independent auditors, (iv) approve audit and non-audit services performed by our independent auditors and (v)
perform any other functions from time to time delegated by the Board of Directors. The Board of Directors has adopted a written
charter for the Audit Committee, which is available on the website of Muriel Siebert & Co., Inc. at https://www.siebertnet.com/company/governance.

Compensation
Committee of the Board of Directors

The
Compensation Committee of our Board of Directors currently consists of Mr. Zabatta and Mr. Cuttita. The Compensation Committee
reviews and determines all forms of compensation provided to our executive officers and directors. The Compensation Committee
will administer a stock option and other employee benefit plans if and when adopted. The Compensation Committee does not function
pursuant to a formal written charter and as a “Controlled Company” we are not required to comply with The NASDAQ Stock
Market’s independence requirements. The Compensation Committee held no meetings during 2017.

The
Compensation Committee will evaluate the performance of our executive officers in terms of our operating results and financial
performance and will determine their compensation in connection therewith.

In
accordance with general practice in the securities industry, our executive compensation includes base salaries, an annual discretionary
cash bonus, and stock options and other equity incentives that are intended to align the financial interests of our executives
with the returns to our shareholders. There were no material increases in compensation to our sole executive officer in 2017.



As
part of its oversight of the Company’s executive compensation, the Compensation Committee will consider the impact of the
Company’s executive compensation, and the incentives created by the compensation awards that it administers, on the Company’s
risk profile. In addition, the Compensation Committee will review the Company’s compensation policies and procedures, including
the incentives that they create and factors that may reduce the likelihood of excessive risk taking, to determine whether they
present a significant risk to the Company.

Nominating
Committee of the Board of Directors

The
Nominating Committee of the Board of Directors currently consists of Mr. Zabatta and Mr. Cuttita. The Nominating Committee does
not function pursuant to a formal written charter and as a “Controlled Company” we are not required to comply with
The NASDAQ Stock Market’s independence requirements. The Nominating Committee did not meet in 2017.

The
purpose of the Nominating Committee is to identify individuals qualified to become members of our Board of Directors and to recommend
to the Board of Directors or the shareholders that such individuals be selected for directorship. In identifying and evaluating
nominees for director, the Nominating Committee considers each candidate’s experience, integrity, background and skills
as well as other qualities that the candidate may possess and factors that the candidate may be able to bring to the Board of
Directors. We do not have a formal policy with regard to the consideration of diversity in identifying director nominees. However,
the Board of Directors believes that it is essential that its members represent diverse viewpoints, with a broad array of experiences,
professions, skills, geographic representation and backgrounds that, when considered as a group, provide a sufficient mix of perspectives
to allow the Board of Directors to best fulfill its responsibilities to the long-term interests of our shareholders.







The
Nominating Committee will consider shareholder nominees for election to our Board of Directors. In evaluating such nominees, the
Nominating Committee will use the same selection criteria the Nominating Committee uses to evaluate other potential nominees.

Indemnification
of Officers and Directors

We
indemnify our executive officers and directors to the extent permitted by applicable law against liabilities incurred as a result
of their service to us and against liabilities incurred as a result of their service as directors of other corporations when serving
at our request. We have a director’s and officer’s liability insurance policy, underwritten by Illinois National Insurance
Company, a member of the American International Group, Inc., in the annual aggregate amount of $5 million dollars. As to reimbursements
by the insurer of our indemnification expenses, the policy has a $250,000 deductible; there is no deductible for covered liabilities
of individual directors and officers.

Pursuant
to the terms of the Acquisition Agreement, we obtained a director’s and officer’s liability policy for the Prior Board
of Directors in the aggregate amount of $15 million, which was charged as an expense prior to new management acquiring control.

Annual
Shareholders Meeting Attendance Policy

It
is the policy of our Board of Directors that all of our directors are strongly encouraged to attend each annual shareholders meeting.
All of our directors attended the 2017 annual meeting of shareholders.

Code
of Ethics

We
have adopted a Code of Ethics for Senior Financial Officers applicable to our chief executive officer, chief financial officer,
treasurer, controller, principal accounting officer, and any of our other employees performing similar functions. A copy of the
Code of Ethics for Senior Financial Officers is available on our website https://www.siebertnet.com/company/governance.

Board
Leadership Structure and Board of Directors

Our
Board of Directors does not have a chairman nor a lead independent director. The Company believes this structure allows all of
the directors to participate in the full range of the Board’s responsibilities with respect to its oversight of the Company’s
management. The Board of Directors has determined that this leadership structure is appropriate given the size of the Company,
the number of directors overseeing the Company and the Board of Directors’ oversight responsibilities.



The
Board of Directors intends to hold at least four regular meetings each year to consider and address matters involving the Company.
The Board of Directors also may hold special meetings to address matters arising between regular meetings. These meetings may
take place in person or by telephone. The independent directors also regularly meet in executive sessions outside the presence
of management. The Board of Directors has access to legal counsel for consultation concerning any issues that may occur during
or between regularly scheduled Board meetings. As discussed above, the Board has established an Audit Committee, a Compensation
Committee and a Nominating Committee to assist the Board in performing its oversight responsibilities.

The
Board of Directors’ Role in Risk Oversight

Consistent
with its responsibility for oversight of the Company, the Board of Directors, among other things, oversees risk management of
the Company’s business affairs directly and through the committee structure that it has established. The principal risks
associated with the Company are risks related to securities market volatility and the securities industry, lower price levels
in the securities markets, intense competition in the brokerage industry, extensive government regulation, net capital requirements,
customers’ failure to pay, investment banking activities, an increase in volume on our systems or other events which could
cause them to malfunction, reliance on information processing and communications systems, continuing changes in technology, dependence
on the ability to attract and retain key personnel, the ability of our principal shareholder to control many key decisions and
there may be no public market for our common stock.

The
Board of Directors’ role in the Company’s risk oversight process includes regular reports from senior management on
areas of material risk to the Company, including operational, financial, legal, regulatory, strategic and reputational risks.
The full Board of Directors (or the appropriate committee) receives these reports from management to identify and discuss such
risks.

The
Board of Directors periodically reviews with management its strategies, techniques, policies and procedures designed to manage
these risks. Under the overall supervision of the Board of Directors, management has implemented a variety of processes, procedures
and controls to address these risks.







The
Board of Directors requires management to report to the full Board of Directors on a variety of matters at regular meetings of
the Board of Directors and on an as-needed basis, including the performance and operations of the Company and other matters relating
to risk management. The Audit Committee also receives reports from the Company’s independent registered public accounting
firm on internal control and financial reporting matters. These reviews are conducted in conjunction with the Board of Directors’
risk oversight function and enable the Board of Directors to review and assess any material risks facing the Company.

Compliance
with Section 16(a) of the Exchange Act

Section
16(a) of the Exchange Act requires our executive officers and directors and persons who beneficially own more than 10% of our
common stock to file initial reports of ownership and reports of changes in ownership with the SEC. These executive officers,
directors and shareholders are required by the SEC to furnish us with copies of all forms they file pursuant to Section 16(a).

Other
than Form 3’s and Form 4’s filed by the members of the Board of Directors and executive officer, no forms were filed
and greater than 10% holders under Section 16(a) or were furnished to us during fiscal 2016. Based solely upon this review, we
believe that during fiscal 2017 all Section 16(a) filing requirements applicable to our executive officers, directors and greater
than 10% beneficial owners were complied with on a timely basis.

Advisers
to the Company

Special
Adviser to the Board of Directors

In
February 2017, the Board of Directors appointed John J. Gebbia as a Special Advisor to the Board of Directors. John J. Gebbia
commenced his employment in the brokerage industry in 1959. In 1962, Mr. Gebbia became an executive vice president of Walston
& Company. After becoming CEO of Jesup & Lamont, an institutional brokerage firm, Mr. Gebbia purchased the company in
1983. Thereafter, Mr. Gebbia owned and/or controlled various brokerage firms including Kennedy Cabot & Co., which was sold
in 1997 to Toronto Dominion Bank for $160,000,000. Mr. Gebbia controls various companies in the insurance, sports management &home
building industries.



Senior
Advisers

John
M. Gebbia and Richard Gebbia, sons of Gloria E. Gebbia and John J. Gebbia, are registered with MSCO and will be serving as registered
principals and associated persons of MSCO. They are also serving as executive officers and directors of StockCross. Both Richard
and John M. Gebbia have extensive experience in the securities industry and will be working with MSCO and senior management of
the Company to identify cost saving opportunities and improvements of the Company’s business.

John
M. Gebbia has been in the brokerage industry in various capacities since 1990. Mr. Gebbia was the President and CEO of Kennedy
Cabot & Co., from 1992 to 1997 when it was acquired by Toronto Dominion Bank. Thereafter he was active with various Gebbia
family businesses. Since 2007, Mr. Gebbia has been associated with StockCross, most recently as a Director and its Executive Vice
President.

Richard
S. Gebbia has been in the brokerage industry since 1993. Since 2002, Mr. Gebbia has been associated with StockCross in various
capacities. Mr. Gebbia is currently the CEO and a Director of StockCross.

David
J. Gebbia has been in the brokerage industry since 1993. Mr. Gebbia is currently the CEO of the Company’s RIA subsidiary
AdvisorNXT and CEO of the Company’s recently acquired insurance company, Park Wilshire Companies, Inc.



PART IV



| | Item
    15. | EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES
| | ------------ | -------------------------------------------
| |              |                                            

| |  | 15(a)(3)
    Exhibits
| |  | ---------------------

The exhibits
listed in the following Index to Exhibits are filed or incorporated by reference as part of this Amendment No. 1 to Annual Report
on Form 10-K/A.







EXHIBIT INDEX



|Exhibit |  |                                                                                                                                                                                    
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.     |  | Description
    Of Document                                                                                                                                                        
|        |  |                                                                                                                                                                                    
|31.1    |  | Certification
    of Andrew H. Reich pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of
    the Sarbanes-Oxley Act of 2002***







SIGNATURES



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

SIEBERT FINANCIAL
CORP.

| |       |                                                                                                      
| | ----- | -----------------------------------------------------------------------------------------------------
| | By:   | /s/
    Andrew H. Reich                                                                              
| |       | Andrew
    H. Reich                                                                                  
| |       | Executive
    Vice President, Chief Operating Officer,Chief Financial Officer, Secretary and Director
| |       | (principal
    executive, financial and accounting officer)                                          
| |       |                                                                                                      
| | Date: | April
30, 2018                                                                                       
| |       |                                                                                                      

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.

|                           |  |                                                                                                                      |  |               
|-------------------------- |  | -------------------------------------------------------------------------------------------------------------------- |  | --------------
|Name                       |  | Title                                                                                                                |  | Date          
|                           |  |                                                                                                                      |  |               
|/s/
    Andrew H. Reich    |  | Executive
    Vice President, Chief Operating Officer andChief Financial Officer, Secretary (principal financial and |  | April
30, 2018
|Andrew
    H. Reich        |  |                                                                                                                      | 
|                           |  | accounting
    officer) and Director                                                                                 |  |               
|                           |  |                                                                                                                      |  |               
|/s/
    Gloria E. Gebbia   |  | Director                                                                                                             |  | April
30, 2018
|Gloria
    E. Gebbia       |  |                                                                                                                      |  |               
|                           |  |                                                                                                                      |  |               
|/s/
    Charles A. Zabatta |  | Director                                                                                                             |  | April
30, 2018
|Charles
    A. Zabatta     |  |                                                                                                                      |  |               
|                           |  |                                                                                                                      |  |               
|/s/
    Francis V. Cuttita |  | Director                                                                                                             |  | April30, 2018 
|Francis
    V. Cuttita     |  |                                                                                                                      |  |               
|                           |  |                                                                                                                      |  |               
|/s/
    Jerry Schneider    |  | Director                                                                                                             |  | April
30, 2018
|Jerry
    Schneider        |  |                                                                                                                      |  |