Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 31, 2022, Andrew Van Noy provided notice of his decision to resign as Chairman of the Board of Directors (the "Board") of AiAdvertising, Inc. (the "Company") and as a member of the Board. Mr. Van Noy's resignation did not result from any disagreement with the Company concerning any matter relating to its operations, policies, or practices.

In connection with Mr. Van Noy's resignation and in consideration of his years of service to the Company, the Company entered into an amendment to Mr. Van Noy's stock option agreements dated August 13, 2012, February 3, 2015, March 20, 2015, August 25, 2015, January 17, 2020, January 5, 2021, and February 1, 2022 (the "Amendment"), to amend the term of the stock option agreements to terminate seven years from the date of the Amendment, to eliminate service as a condition of exercise of the stock options and provide for certain limitations upon exercise of the stock options as set forth in the Amendment.

On November 3, 2022, the Board appointed Gerard Hug, Chief Executive Officer and Director of the Company, as Chairman of the Board of the Company.







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