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Item 9A. Controls and Procedures

2022-04-06 compared with 2021-03-31 · 668 added, 662 removed, 189 unchanged (88% of the section changed)

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(a) Evaluation of Disclosure and Control Procedures

Based on an evaluation as of the end of

the period covered by this Annual Report on Form 10-K, our principal executive and financial officers have concluded that our disclosure

controls and procedures (as defined in Rules 13a-15(c) and 15d-15(e) under the Exchange Act) are not effective to ensure that information

required to be disclosed by us in report that we file or submit under the Exchange Act is recorded, processed, summarized and reported

within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by

us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our

chief executive officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Management’s

Based on an evaluation as of the end of the period

covered by this Annual Report on Form 10-K, our principal executive and financial officers have concluded that our disclosure controls

and procedures (as defined in Rules 13a-15(c) and 15d-15(e) under the Exchange Act) are not effective to ensure that information required

to be disclosed by us in report that we file or submit under the Exchange Act is recorded, processed, summarized and reported within

the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by us in the reports

that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer,

as appropriate to allow timely decisions regarding required disclosure.

(b) Management’s

Report on Internal Control over Financial Reporting

This Company’s management is responsible for establishing

and maintaining internal controls over financial reporting and disclosure controls.

Internal Control Over Financial Reporting is

a process designed by, or under the supervision of, the Company’s principal executive and financial officer, or persons performing

similar functions, and effected by the board of directors, management and other personnel, 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 and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the registrant;

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.

Disclosure controls and procedures are designed to ensure that information

required to be disclosed in reports filed under the Securities Exchange is appropriately recorded, processed, summarized and reported

within the specified time periods.

Management has conducted an evaluation of the effectiveness of our

internal control over financial reporting as of December 31, 2020, based on the framework established in Internal Control-Integrated

Framework-2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

OTHER INFORMATION

As of period covered by this Annual Report on Form 10-K, we have

concluded that our internal control over financial reporting was not effective.

The Company’s assessment identified certain

material weaknesses which are set forth below:

This Company’s management is responsible

for establishing and maintaining internal controls over financial reporting and disclosure controls.

Internal Control Over Financial

Reporting is a process designed by, or under the supervision of, the Company’s principal executive and financial officer, or persons

performing similar functions, and effected by the board of directors, management and other personnel, 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 and includes those policies and procedures that:

Pertain to the maintenance

of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

Provide reasonable assurance

that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management

and directors of the registrant;

Provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could

have a material effect on the financial statements.

Disclosure controls and procedures are designed

to ensure that information required to be disclosed in reports filed under the Securities Exchange is appropriately recorded, processed,

summarized and reported within the specified time periods.

Management has conducted an evaluation of the

effectiveness of our internal control over financial reporting as of December 31, 2021, based on the framework established in Internal

Control-Integrated Framework-2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

As of period covered by this Annual Report on Form 10-K, we have concluded

that our internal control over financial reporting was not effective.

The Company’s assessment identified certain material weaknesses

which are set forth below:

Functional Controls and Segregation of Duties

Because of the Company’s limited resources,

there are limited controls over information processing.

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consistent with control objectives.

Our Company’s management is composed of a small number of individuals resulting in a

situation where limitations on segregation of duties exist.

In order to remedy this situation, we would need to hire additional

staff to provide greater segregation of duties.

Accordingly, as the result of identifying

the above material weakness we have concluded that these control deficiencies resulted in a reasonable possibility that a material

misstatement of the annual or interim financial statements may not be prevented or detected on a timely basis by the Company’s

internal controls.

Our Company’s management is composed of a small number of individuals resulting in a situation

where limitations on segregation of duties exist.

In order to remedy this situation, we would need to hire additional staff to provide

greater segregation of duties.

Accordingly, as the result of identifying the

above material weakness we have concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement

of the annual or interim financial statements may not be prevented or detected on a timely basis by the Company’s internal controls.

Management believes that the material weaknesses

set forth above were the result of the scale of our operations and are intrinsic to our small size and believes these weaknesses

did not have a material effect on our financial results.

During the second half of 2020 and into 2021, management began and continues

to take actions to remedy these weaknesses, including the process of hiring additional staff to create the necessary segregation

of duties to improve controls over information processing, and instituting said controls.

This Annual Report on Form 10-K does not include an attestation

report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report

was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit the Company to

provide only management’s report herein.

Financial Reporting

There were no

changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during

our most recently completed fiscal quarter that have materially affected our internal control over financial reporting.

during fourth quarter 2020 the Company requisitioned a complete review of all of its financial procedures and controls and is in

the process of updating and optimizing its infrastructure around these controls and believes that this process can positively affect

our internal control over financial reporting in the future.

set forth above were the result of the scale of our operations and are intrinsic to our small size and believes these weaknesses did

not have a material effect on our financial results.

Management continues to take actions to remedy these weaknesses, including the process

of hiring additional staff to create the necessary segregation of duties to improve controls over information processing.

Additionally,

management has initiated the process of building a risk management framework with plans to embed the principles of this framework across

all aspects of the business.

This Annual Report on Form 10-K does not include

an attestation report of our registered public accounting firm regarding internal control over financial reporting.

report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit the Company to

provide only management’s report herein.

Control over Financial Reporting

There were no changes

in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most

recently completed fiscal quarter that have materially affected our internal control over financial reporting.

However, during fourth

quarter 2020 the Company requisitioned a complete review of all of its financial procedures and controls and is in the process of updating

and optimizing its infrastructure around these controls and believes that this process can positively affect our internal control over

financial reporting in the future.

OTHER INFORMATION

On April 5, 2022, upon

the recommendation of the Compensation Committee of the Board, the Board approved employment agreements with, and equity issuances for,

(i) Jeremy Frommer, Executive Chairman, who will receive (a) an signing award of $80,000, (b) an annual salary of $420,000;

options, to vest immediately with a strike price of $1.75, and (d) 50,000 shares of the Company’s restricted common stock;

Laurie Weisberg, Chief Executive Officer, who will receive (a) an annual salary of $475,000;

(b) 121,000 options, to vest immediately

with a strike price of $1.75, and (c) 50,000 shares of the Company’s restricted common stock;

(iii) Justin Maury, Chief Operating

Officer & President, who will receive (a) an annual salary of $475,000 (b) 81,000 options, to vest immediately with a strike price

of $1.75, and (c) 50,000 shares of the Company’s restricted common stock;

and (iv) Chelsea Pullano, Chief Financial Officer, who

will receive (a) an annual salary of $250,000;

(b) 37,000 options, to vest immediately with a strike price of $1.75, and (c) 35,000 shares

of the Company’s restricted common stock (collectively, the “Executive Employment Arrangements”).

Pursuant to the Executive

Employment Arrangements, the Company entered into executive employment agreements with each of the respective executives as of April 5,

2022 (the “Executive Employment Agreements”).

The Executive Employment Agreements contain customary terms, conditions and

foregoing descriptions of the Executive Employment Agreements do not purport to be complete and are qualified in their entirety by reference

to the forms of Amended Executive Employment Agreements, copies of which are filed as Exhibits 10.40, 10.41, 10.42 and 10.43 to this Annual

Report on Form 10-K and is incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not Applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table and biographical summaries

set forth information, including principal occupation and business experience, about our directors and executive officers as of

the date of this Form 10-K:

Jeremy Frommer

Chief Executive Officer, Director

Mark Standish

Chairman of the Board of Directors

Leonard Schiller

set forth information, including principal occupation and business experience, about our directors and executive officers as of the date

of this Form 10-K:

Laurie Weisberg

Mark Patterson

LaBrena Martin

Chief Executive Officer, Director

Jeremy Frommer

Executive Chairman of the Board of Directors

Lorraine Hendrickson

Chief Operating Officer & President

Chelsea Pullano

Chief Financial Officer

Jeremy Frommer –

Laurie Weisberg – Chief

Executive Officer and Director

Frommer has served as our Chief Executive

Officer and as a member of our board of directors since February 2016.

Frommer has over 20 years of experience in the financial

technology industry.

Weisberg was elected to our board of

directors in July 2020 and has been our Chief Executive Officer since 2022.

Previously, she held the position of Co-Chief Executive

Officer from August 2021 to February 2022, and Chief Operating Officer from September 2020 to August 2021.

Weisberg, who has served as

the Chief Sales Officer at Intent since February 2019, has spent over 25 years at the forefront of sales and marketing innovation

in the technology space, having held leadership positions at various technology companies including Thrive Global, Curalate, and Oracle

From October 2010 to April 2015, Ms.

Weisberg was a member of the executive leadership team at Datalogix,

leading up to its acquisition by Oracle in 2015, at which point she assumed the role of VP of Oracle Data Cloud.

Additionally, Ms.

has served on the Advisory Board at Crowdsmart, an intelligent data-driven investment prediction platform since April 2019.

Weisberg was born and educated in England.

We believe Ms.

Weisberg is qualified to serve on our board of directors due

to her extensive global sales and brand marketing expertise as well as her leadership experience working within the technology space.

Jeremy Frommer – Executive

Chairman and Co-Founder

Frommer was appointed Executive Chairman

in February 2022 and has been a member of our board of directors since February 2016.

Previously, he served as our Chief Executive Officer

from February 2016 to August 2021, and Co-Chief Executive Officer from August 2021 to February 2022.

Frommer has over 20 years of

experience in the financial technology industry.

Previously, Mr.

Frommer held key leaderships roles in the investment banking and trading divisions of large

financial institutions.

Frommer held key leadership roles in the investment banking and trading

divisions of large financial institutions.

From 2009 to 2012, Mr.

Frommer was briefly retired until beginning concept formation for Jerrick Ventures

which he officially founded in 2013.

Frommer was briefly retired until beginning concept formation for Jerrick

Ventures which he officially founded in 2013.

From 2007 to 2009, Mr.

Frommer was Managing Director of Global Prime Services at RBC Capital

Markets, the investment banking arm of the Royal Bank of Canada, the largest financial institution in Canada, after the sale of

Carlin Financial Group, a professional trading firm.

Markets, the investment banking arm of the Royal Bank of Canada, the largest financial institution in Canada, after the sale of Carlin

Financial Group, a professional trading firm.

From 2004 to 2007, Mr.

Frommer was the Chief Executive Officer of Carlin Financial

Group after the sale of NextGen Trading, a software development company focused on building equity trading platforms.

Frommer was the Chief Executive Officer of Carlin Financial Group

after the sale of NextGen Trading, a software development company focused on building equity trading platforms.

From 2002 to 2004, Mr.

Frommer was Founder and Chief Executive Officer of NextGen Trading.

From 2000 to 2002, he was Managing Director of

Merger Arbitrage Trading at Bank of America, a financial services firm.

Frommer was also a director of LionEye Capital, a hedge

fund from June 2012 to June 2014.

From 2000 to 2002, he was Managing Director of Merger Arbitrage Trading

at Bank of America, a financial services firm.

Frommer was also a director of LionEye Capital, a hedge fund from June 2012 to June

He holds a B.A.

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We believe Mr.

Frommer is qualified to serve on

our board of directors due to his financial and leadership experience.

Mark Standish –

of the Board of Directors

Standish was elected to our board

of directors in July 2020 and serves as its Chairman.

He has served as a Senior Partner for HHM Capital since January 2017.

Additionally, he has served as a member of the Board of Directors for LightPoint Financial Technology LLC since January 2017.

From February 2015 to December 2016, he served as Managing Partner and Chief Information Officers for Deimos Asset Management

In 1995 he joined the Royal Bank of Canada and served as Co-Chief Executive Officer of RBC Capital Markets from 2008

He studied banking and finance at Croydon College in England in 1983.

We believe Mr.

Standish is qualified to serve

as a member of our board because of his extensive financial industry and leadership experience.

Leonard Schiller –

Schiller is the Chairman of our board of

He is President and Managing Partner of the Chicago law firm of Schiller, Strauss and Lavin PC and has been associated

with the firm since 1977.

Schiller also has served as the President of The Dearborn Group, a residential property management

and real estate company with properties located in the Midwest.

Schiller has also been involved in the ownership of residential

properties and commercial properties throughout the country.

Schiller has acted as a principal in numerous private loan transactions

and has been responsible for the structure, and management of these transactions.

Schiller has also served as a member of the

Board of Directors of IMALL, an internet search engine company, which was acquired by Excite@Home.

He also served as a member of

the Board of AccuMed International, Inc., a company which manufactured and marketed medical diagnostic screening products, which

was acquired by Molecular Diagnostics, Inc.

He presently serves as a director of Milestone Scientific, Inc., a Delaware company.

We believe Mr.

Schiller is qualified to serve on our board of directors due to his legal and business experience.

Laurie Weisberg –

Weisberg was elected to our board

of directors in July 2020.

Weisberg, who has served as the Chief Sales Officer at Intent since February 2019, has spent

over 25 years at the forefront of sales and marketing innovation in the technology space, having held leadership positions

at various technology companies including Thrive Global, Curalate, and Oracle Data Cloud.

From October 2010 to April 2015,

Weisberg was a member of the executive leadership team at Datalogix, leading up to its acquisition by Oracle in 2015,

at which point she assumed the role of VP of Oracle Data Cloud.

Additionally, Ms.

Weisberg has served on the Advisory Board

at Crowdsmart, an intelligent data-driven investment prediction platform since April 2019.

Weisberg was born

and educated in England.

Frommer is qualified to serve on our board of directors due to his

financial and leadership experience.

Joanna Bloor – Director

Bloor, age 52, Founder

and CEO of The Amplify Lab, combines over 7 years of experience in Technology senior management following a 15-year career as a Senior

Executive in Operations and Marketing.

Previously, she had been involved in three companies in the Technology and Media industry,

holding positions including VP of Sales Operations, AVP of Sales Operations and Director of Sales Operations, and board member.

From 2010 through 2015, she held the position of VP of Sales Operations at Pandora, a technology and entertainment company.

Bloor was the AVP of Sales Operations for CBS Interactive, Inc., a Digital Media and News organization.

From 2000 to 2001,

she was the Director of Sales Operations for OpenTable.com, an online restaurant reservation company.

Joanna is also currently the Founder

and CEO of The Amplify Lab., a career coaching company rooted in technology, data, and human experiences.

We believe Joanna will be invaluable

assisting Creatd shape and implement company culture transformation, overall operations, and human capital management.

She has also had

specific and deep experience in scaling revenue and implementing teams for numerous public and private companies, including leading technology

companies and consumer brands that generate multi-million to hundreds of millions in annual revenue.

Brad Justus – Director

Justus, age 61, most

recently Director of International Publishing at Riot Games, combines over 13 years of executive management experience in the game development

and publishing industries with more than 10 years in multiple C-Suite officer roles.

Previously, he had been involved in 3 companies

in the technology and gaming industry, holding positions including Vice President of Marketing and Brand Experience, Chief Marketing Officer,

Chief Executive Officer, and Senior Vice President.

From 2015 to 2016, he served as Chief Experience Officer at Radiant Entertainment,

a gaming company that was acquired by Riot Games in 2016.

From 2012 to 2014, Mr.

Justus was VP of Marketing and Brand Experience at ROBLOX

Corporation, a digital community, and gaming company.

From 2009 to 2012, he was Chief Marketing Officer at ClearStreet, Inc., a fintech

startup company.

From 2006 through 2007, Mr.

Justus was the Senior Vice President for Art.com, an online art marketplace.

2005, he was President and CEO for Informative, Inc., an online technology survey company.

Previously, he was Senior Vice President at

LEGO, an industry-leading toy company from 1999 to 2004.

Since 2016 Mr.

Justus held titles including Director, Brand Marketing and

Director, International Publishing at Riot Games, a video game company where he also led the creator-driven global launch of the blockbuster

game VALORANT in 2020.

Justus holds a Bachelor of Arts cum laude in Political Science from Amherst College.

Justus will be a strong addition to Creatd’s board of directors because of his experience leading branding, marketing, and product

development teams at numerous direct to consumer companies.

Many of these companies are tech- and community-focused, just like Creatd.

He will also advise on overall online strategy and revenue growth.

Lorraine Hendrickson – Director

Lorraine Hendrickson, age 56, combines over 20 years of experience in the investment banking industry, having held numerous senior management

and executive positions including Chief Administration Officer, Vice President of Business Development, Corporate Relations, and Investment

Strategy as well as various Director positions.

From 2004 to 2006, Ms.

Hendrickson served as Vice President Investment Strategy &

Corporate Relations at Merrill Lynch Investment Management.

From 2006 to 2011, Ms.

Hendrickson was Director at BNY Mellon.

An investment

management firm.

From 2011 to 2012, she moved to Hong Kong with BNY Mellon to become their Chief Administration Officer, Global Distribution.

From 20014 to 2015, Ms.

Hendrickson moved to become a Director, within the Investment Management Advisory division of Deloitte UK, the

leading London-based international consulting firm.

She was subsequently recruited by a client and, from 2015-2018, served as the Program

Director of London CIV (Collective Investment Vehicle), the City of London’s first alternative asset management company owned and

operated by the local government.

She holds a Bachelor of Science in Finance from Rider University.

We believe Ms.

Weisberg is qualified to serve on our board of directors due to her extensive global

sales and brand marketing expertise as well as her leadership experience working within the technology space.

Mark Patterson –

Patterson was elected to our board of directors

in July 2020.

Patterson, a private equity and hedge fund businessman, co-founded MatlinPatterson Global Advisors,

a leading private equity firm in the distressed investing space in 2002.

Early in his career, Patterson worked in leveraged finance

at Credit Suisse, Scully Brothers & Foss, Salomon Brothers, and Bankers Trust.

During his tenure as chairman and chief

executive of MatlinPatterson’s asset management division, Mr.

Patterson expanded the firm’s portfolio beyond distressed

debt, implementing other investment strategies such as credit trading, securitized credit, and senior credit.

Mark Patterson currently

holds the position of Non-Executive Chairman of MatlinPatterson Asset Management.

Patterson received degrees in Law

and Economics from Stellenbosch University in South Africa and an M.B.A.

from New York University’s Stern School of

We believe Mr.

Patterson is qualified to serve on our board of directors due to his extensive experience in financial

markets, investment management, and his corporate governance experience on various boards.

LaBrena Martin –

Martin was elected to our board of

directors in October of 2020.

Martin began her career in 1979 as an enforcement attorney with the U.S.

Securities and Exchange

Commission, investigating and prosecuting securities fraud and manipulation during her nine-year tenure.

In 1987, she joined E.F.

Hutton, which ultimately became Lehman Brothers, as a Vice President in the General Counsel’s Office.

Martin held a series

of successively responsible positions over her eight-year tenure through 1995, including as Senior Vice President and Manager of

the Derivatives Finance Group, overseeing the legal, regulatory, credit and tax due diligence supporting equity derivatives transactions.

Martin joined Royal Bank of Canada (RBC) as General Counsel of its US Broker Dealer, charged with building out

legal and compliance to support planned U.S.

By 2004, she was United States General Counsel for the U.S.

banking and securities

platform, having overseen, among other matters, legal due diligence and regulatory approvals for acquisitions, as well as corporate

governance initiatives.

Finally, during her nearly 20-year tenure, Ms.

Martin established the bank’s inaugural government

affairs division in the United States, with a mandate for strategically identifying critical issues and executing on plans for

engagement with elected regulatory officials, industry peers, trade associations, and other influencers.

Martin has not held

other employment since 2013.

Martin earned a Bachelor of Science degree in political science from Barnard College and a Juris

Doctor degree from New York University School of Law.

The Board believes Ms.

Martin is qualified to serve on the Board due

to her extensive senior management-level legal and business experience and her compliance expertise.

Justin Maury –

Maury has served as our President since

January 2019.

will add considerable value, including through her comprehensive and diverse investment management experience, deep knowledge of governance

and regulatory frameworks, and broad experience with business development, operations, and executive leadership.

Justin Maury – Chief Operating

Officer and Co-Founder

Maury has served as our President since January

2019, and was appointed Chief Operating Officer in August 2021.

He is a full stack design director with an expertise in product development.

With over ten years of design and product

management experience in the creative industry, Mr.

Maury’s passion for the creative arts and technology ultimately resulted

in the vision for Vocal.

Since joining Creatd in 2013, Maury has overseen the development and launch of the company’s flagship

product, Vocal, an innovative platform that provides storytelling tools and engaged communities for creators and brands to get

discovered while funding their creativity.

Under Maury’s supervision, Vocal has achieved growth to over 380,000 creators

across 34 genre-specific communities in its first two years since launch.

Chelsea Pullano –

With over ten years of design and product management experience in the creative industry, Mr.

Maury’s passion for the creative

arts and technology ultimately resulted in the vision for Vocal.

Since joining Creatd in 2013, Maury has overseen the development and

launch of the company’s flagship product, Vocal, an innovative platform that provides storytelling tools and engaged communities

for creators and brands to get discovered while funding their creativity.

Under Maury’s supervision, Vocal has achieved growth

to over 380,000 creators across 34 genre-specific communities in its first two years since launch.

Chelsea Pullano – Chief

Financial Officer

Pullano has been our Chief Financial

Officer since June 2020.

She has a long history of leadership at Creatd, serving as a member of the Company’s Management

Committee for four years.

Pullano has been our Chief Financial Officer

since June 2020.

She has a long history of leadership at Creatd, serving as a member of the Company’s Management Committee for

Prior to her current role, Ms.

Pullano was an integral member of our finance department since 2017, most

recently serving as our Head of Corporate Finance, a role in which she coordinated our periodic reports under the Exchange Act

and other financial matters.

Pullano was an integral member of our finance department since 2017, most recently serving

as our Head of Corporate Finance, a role in which she coordinated our periodic reports under the Exchange Act and other financial matters.

Prior to joining the Finance Department, Ms.

Pullano was a member of our operations team from 2015

Pullano was a member of our operations team from 2015 to 2017.

She holds a B.A.

from the State University of New York College at Geneseo.

State University of New York College at Geneseo.

Director Terms;

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have the experience, qualifications, attributes and skills to enable the board of directors to satisfy its oversight responsibilities

effectively in light of the Company’s business and structure, the board of directors focuses primarily on the industry and

transactional experience, and other background, in addition to any unique skills or attributes associated with a director.

effectively in light of the Company’s business and structure, the board of directors focuses primarily on the industry and transactional

experience, and other background, in addition to any unique skills or attributes associated with a director.

Director or Officer Involvement in Certain

Legal Proceedings

There are no material proceedings to which

any director or officer, or any associate of any such director or officer, is a party that is adverse to our Company or any of

our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries.

No director or executive officer

has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed

against it during the past ten years.

No director or executive officer has been convicted of a criminal offense or is the subject

of a pending criminal proceeding during the past ten years.

No director or executive officer has been the subject of any order,

judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement

in any type of business, securities or banking activities during the past ten years.

No director or officer has been found by a

court to have violated a federal or state securities or commodities law during the past ten years.

There are no material proceedings to which any

director or officer, or any associate of any such director or officer, is a party that is adverse to our Company or any of our subsidiaries

or has a material interest adverse to our Company or any of our subsidiaries.

No director or executive officer has been a director or

executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past

No director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding

during the past ten years.

No director or executive officer has been the subject of any order, judgment or decree of any court permanently

or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities

during the past ten years.

No director or officer has been found by a court to have violated a federal or state securities or commodities

law during the past ten years.

Directors and Officers Liability Insurance

The Company has directors’

and officers’

liability insurance insuring its directors and officers against liability for acts or omissions in their capacities as directors

or officers, subject to certain exclusions.

Such insurance also insures the Company against losses, which it may incur in indemnifying

its officers and directors.

In addition, officers and directors also have indemnification rights under applicable laws, and the

Company’s Second Amended and Restated Articles of Incorporation and Amended and Restated Bylaws.

The Company has directors’ and officers’

liability insurance insuring its directors and officers against liability for acts or omissions in their capacities as directors or officers,

subject to certain exclusions.

Such insurance also insures the Company against losses, which it may incur in indemnifying its officers

and directors.

In addition, officers and directors also have indemnification rights under applicable laws, and the Company’s Second

Amended and Restated Articles of Incorporation and Amended and Restated Bylaws.

Director Independence

listing rules of The Nasdaq Stock Market LLC (“Nasdaq”) require that independent directors must comprise a majority

of a listed company’s board of directors.

In addition, the rules of Nasdaq require that, subject to specified exceptions,

each member of a listed company’s audit, compensation, and nominating and governance committees be independent.

Audit committee

members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act.

Under the rules of Nasdaq,

a director will only qualify as an “independent director”

if, in the opinion of that company’s board of directors,

that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities

of a director.

Our board of directors has undertaken

a review of the independence of our directors and considered whether any director has a material relationship with it that could compromise

his or her ability to exercise independent judgment in carrying out his or her responsibilities.

Based upon information requested from

and provided by each director concerning his background, employment and affiliations, including family relationships, the board of directors

has determined that Leonard Schiller, Mark Standish, LaBrena Martin, and Mark Patterson are “independent”

as that term is defined under the applicable rules and regulations of the SEC and the listing standards of Nasdaq.

The listing rules of

The Nasdaq Stock Market LLC (“Nasdaq”) require that independent directors must comprise a majority of a listed company’s

board of directors.

In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s

audit, compensation, and nominating and governance committees be independent.

Audit committee members must also satisfy the independence

criteria set forth in Rule 10A-3 under the Exchange Act.

Under the rules of Nasdaq, a director will only qualify as an “independent

director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere

with the exercise of independent judgment in carrying out the responsibilities of a director.

Our board of directors

has undertaken a review of the independence of our directors and considered whether any director has a material relationship with it

that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities.

Based upon information

requested from and provided by each director concerning his background, employment and affiliations, including family relationships,

the board of directors has determined that Joanna Bloor, Brad Justus and Lorraine Hendrickson are “independent” as that term

is defined under the applicable rules and regulations of the SEC and the listing standards of Nasdaq.

In making these determinations,

our board of directors considered the current and prior relationships that each non-employee director has with the Company and

all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership

of the Company’s capital stock by each non-employee director, and any transactions involving them described in the section

captioned “—Certain relationships and related transactions and director independence.”

our board of directors considered the current and prior relationships that each non-employee director has with the Company

and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial

ownership of the Company’s capital stock by each non-employee director, and any transactions involving them described

in the section captioned “—Certain relationships and related transactions and director independence.”

Board Committees

The Company’s Board has established three

standing committees:

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Nasdaq permits a phase-in period of up to one

year for an issuer registering securities in an initial public offering to meet the Audit Committee, Compensation Committee and

Nominating and Corporate Governance Committee independence requirements.

Under the initial public offering phase-in period, only

one member of each committee is required to satisfy the heightened independence requirements at the time our registration statement

becomes effective, a majority of the members of each committee must satisfy the heightened independence requirements within 90

days following the effectiveness of our registration statement, and all members of each committee must satisfy the heightened independence

requirements within one year from the effectiveness of our registration statement.

year for an issuer registering securities in an initial public offering to meet the Audit Committee, Compensation Committee and Nominating

and Corporate Governance Committee independence requirements.

Under the initial public offering phase-in period, only one member of each

committee is required to satisfy the heightened independence requirements at the time our registration statement becomes effective, a

majority of the members of each committee must satisfy the heightened independence requirements within 90 days following the effectiveness

of our registration statement, and all members of each committee must satisfy the heightened independence requirements within one year

from the effectiveness of our registration statement.

Audit Committee

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be responsible for:

● Appointing;

approving the compensation of;

overseeing the work of;

and assessing the independence, qualifications, and performance of the independent auditor;

reviewing the internal audit function, including its independence, plans, and budget;

approving, in advance, audit and any permissible non-audit services performed by our independent auditor;

reviewing our internal controls with the independent auditor, the internal auditor, and management;

reviewing the adequacy of our accounting and financial controls as reported by the independent auditor, the internal auditor, and management;

● Reviewing the internal audit function, including

its independence, plans, and budget;

● Approving, in advance, audit and any permissible

non-audit services performed by our independent auditor;

● Reviewing our internal controls with the independent

auditor, the internal auditor, and management;

● Reviewing the adequacy of our accounting and

financial controls as reported by the independent auditor, the internal auditor, and management;

● Overseeing our financial compliance system;

overseeing our major risk exposures regarding the Company’s accounting and financial reporting policies, the activities of our internal audit function, and information technology.

● Overseeing our major risk exposures regarding

the Company’s accounting and financial reporting policies, the activities of our internal audit function, and information technology.

The board of directors has affirmatively determined

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Audit Committee.

The Board has affirmatively determined that each member of the Audit Committee is financially literate, and that Mr.

Standish meets the qualifications of an Audit Committee financial expert.

The Audit Committee consists of Mr.

Schiller, Mr.

Patterson, and Ms.

Standish chairs the Audit Committee.

We believe that the functioning of the Audit Committee

complies with the applicable requirements of the rules and regulations of the Nasdaq listing rules and the SEC.

The Board has affirmatively determined that each member of the Audit Committee is financially literate, and that Ms.

Hendrickson meets the qualifications of an Audit Committee financial expert.

The Audit Committee consists of Ms.

Justus and Ms.

Hendrickson chairs the Audit Committee.

We believe that the functioning of the Audit Committee complies

with the applicable requirements of the rules and regulations of the Nasdaq listing rules and the SEC.

Compensation Committee

The Compensation Committee will be responsible

reviewing and making recommendations to the Board with respect to the compensation of our officers and directors, including the CEO;

overseeing and administering the Company’s executive compensation plans, including equity-based awards;

negotiating and overseeing employment agreements with officers and directors;

overseeing how the Company’s compensation policies and practices may affect the Company’s risk management practices and/or risk-taking incentives.

The board of directors has adopted a written charter

setting forth the authority and responsibilities of the Compensation Committee.

The Compensation Committee consists of Mr.

Schiller, Mr.

Patterson, and Ms.

Patterson serves as chairman of the Compensation Committee.

The board of directors has

affirmatively determined that each member of the Compensation Committee meets the independence criteria applicable to compensation committee

members under SEC rules and Nasdaq listing rules.

● Reviewing and making recommendations to the Board

with respect to the compensation of our officers and directors, including the CEO;

● Overseeing and administering the Company’s

executive compensation plans, including equity-based awards;

● Negotiating and overseeing employment agreements

with officers and directors;

● Overseeing how the Company’s compensation

policies and practices may affect the Company’s risk management practices and/or risk-taking incentives.

The board of directors has adopted a written

charter setting forth the authority and responsibilities of the Compensation Committee.

The Compensation Committee consists of Ms.

Justus and Ms.

Bloor serves as chairman of the Compensation Committee.

The board of directors has affirmatively

determined that each member of the Compensation Committee meets the independence criteria applicable to compensation committee members

under SEC rules and Nasdaq listing rules.

The Company believes that the composition of the Compensation Committee meets the requirements

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among other things, is responsible for:

reviewing and assessing the development of the executive officers and considering and making recommendations to the Board regarding promotion and succession issues;

evaluating and reporting to the Board on the performance and effectiveness of the directors, committees and the Board as a whole;

working with the Board to determine the appropriate and desirable mix of characteristics, skills, expertise and experience, including diversity considerations, for the full Board and each committee;

annually presenting to the Board a list of individuals recommended to be nominated for election to the Board;

reviewing, evaluating, and recommending changes to the Company’s Corporate Governance Principles and Committee Charters;

recommending to the Board individuals to be elected to fill vacancies and newly created directorships;

overseeing the Company’s compliance program, including the Code of Conduct;

overseeing and evaluating how the Company’s corporate governance and legal and regulatory compliance policies and practices, including leadership, structure, and succession planning, may affect the Company’s major risk exposures.

The board of directors has adopted a written charter

setting forth the authority and responsibilities of the Corporate Governance/Nominating Committee.

● Reviewing and assessing the development of the

executive officers and considering and making recommendations to the Board regarding promotion and succession issues;

● Evaluating and reporting to the Board on the

performance and effectiveness of the directors, committees and the Board as a whole;

● Working with the Board to determine the appropriate

and desirable mix of characteristics, skills, expertise and experience, including diversity considerations, for the full Board and each

● Annually presenting to the Board a list of individuals

recommended to be nominated for election to the Board;

● Reviewing, evaluating, and recommending changes

to the Company’s Corporate Governance Principles and Committee Charters;

● Recommending to the Board individuals to be elected

to fill vacancies and newly created directorships;

● Overseeing the Company’s compliance program,

including the Code of Conduct;

● Overseeing and evaluating how the Company’s

corporate governance and legal and regulatory compliance policies and practices, including leadership, structure, and succession planning,

may affect the Company’s major risk exposures.

The board of directors has adopted a written

charter setting forth the authority and responsibilities of the Corporate Governance/Nominating Committee.

The Nominating and Corporate Governance Committee

consists of Mr.

Standish, Mr.

Schiller, Ms.

Weisberg, Mr.

Patterson, and Ms.

Martin serves as chair.

The Company’s

board of directors has determined that each member of the Nominating and Corporate Governance Committee is independent within the meaning

of the independent director guidelines of Nasdaq listing rules.

Compensation Committee Interlocks

and Insider Participation

None of the Company’s

executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other

committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of the Company’s

board of directors or its compensation committee.

None of the members of the Company’s compensation committee is, or has

ever been, an officer or employee of the company.

consists of Ms.

Justus and Ms.

Justus serves as chair.

The Company’s board of directors has determined

that each member of the Nominating and Corporate Governance Committee is independent within the meaning of the independent director guidelines

of Nasdaq listing rules.

Compensation Committee Interlocks and

Insider Participation

None of the Company’s

executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee

serving an equivalent function, of any entity that has one or more executive officers who serve as members of the Company’s board

of directors or its compensation committee.

None of the members of the Company’s compensation committee is, or has ever been, an

officer or employee of the company.

Code of Business Conduct and Ethics

Company’s Board of Directors has adopted a code of business conduct and ethics applicable to its employees, directors and officers,

in accordance with applicable U.S.

The Company’s

Board of Directors has adopted a code of business conduct and ethics applicable to its employees, directors and officers, in accordance

with applicable U.S.

federal securities laws and the corporate governance rules of Nasdaq.

The code of business conduct

and ethics will be publicly available on the Company’s website.

Any substantive amendments or waivers of the code of business conduct

and ethics or code of ethics for senior financial officers may be made only by the Company’s board of directors and will be promptly

disclosed as required by applicable U.S.

The code of business conduct and ethics will

be publicly available on the Company’s website.

Any substantive amendments or waivers of the code of business conduct and ethics

or code of ethics for senior financial officers may be made only by the Company’s board of directors and will be promptly disclosed

as required by applicable U.S.

federal securities laws and the corporate governance rules of Nasdaq.

Corporate Governance Guidelines

The Company’s board of directors has adopted

corporate governance guidelines in accordance with the corporate governance rules of Nasdaq.

Delinquent Section 16(A) Reports.

Section 16(a) of the Exchange Act requires the

Company’s officers and directors, and persons who beneficially own more than 10% of a registered class of the Company’s equity

securities, to file reports of ownership and changes in ownership with the SEC and are required to furnish copies to the Company.

solely on the review of the Changes of Beneficial Ownership disclosures on Forms 3, 4 and 5 filed with the Securities and Exchange Commission,

the following persons filed the following number of transactions on Section 16 beneficial ownership disclosure filings late for transactions:

Mark Standish filed one Form 4 late with respect to one transaction;

Arthur Rosen filed one Form 5 for late filings with respect to five transactions;

Eric Ellis Goldberg filed one Form 4 for late filings with respect to two transactions, and

one Form 3 late with respect to two transactions.

EXECUTIVE COMPENSATION

The following information is related to the

compensation paid, distributed or accrued by us for the years ended December 31, 2020 and December 31, 2019 for our Chief Executive

Officer (principal executive officer) serving during the year ended December 31, 2020 and the three other executive officers serving

at December 31, 2020 whose total compensation exceeded $100,000 (the “Named Executive Officers”).

following information is related to the compensation paid, distributed or accrued by us for the years ended December 31, 2021 and December

31, 2020 for our Chief Executive Officer (principal executive officer) serving during the year ended December 31, 2021 and the three

other executive officers serving at December 31, 2021 whose total compensation exceeded $100,000 (the “Named Executive Officers”).

Name and Principal Position

Incentive Plan

Jeremy Frommer

Laurie Weisberg

Chief Executive Officer

Rick Schwartz

Former President

President & Chief Operating Officer

$ 412,204 (9)

Chelsea Pullano

Chief Financial Officer

Laurie Weisberg

Chief Operating Officer

$104,667 includes payment to Mr.

Frommer for living expenses, health insurance and a vehicle allowance.

$7,920 includes payment to Mr.

$ 38,050 (10)

Jeremy Frommer

Executive Chairman

$ 469,255 (11)

The $24,925 includes payment to Ms.

Weisberg for health insurance.

The $7,875 includes payment to Ms.

Weisberg for health insurance.

The $7,919 includes payment to Mr.

Maury for health insurance.

$81,686 includes payment to Mr.

Frommer for living expenses, health insurance and a vehicle allowance

The $7,920 includes payment to Mr.

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Pullano for health insurance.

The $9,708 includes payment to Mr.

Schwartz for health insurance.

The $1,908 includes payment to Ms.

Weisberg for health insurance.

On May 13, the Company exchanged 14,205 stock options for 21,308 shares of Common Stock.

On May 13, the Company exchanged 200,000 stock options for 300,000 shares of Common Stock.

attributable to this exchange.

$12,121 of this amount is attributable to the issuance of shares in lieu of wages.

Pullano for health insurance.

The $98,237 includes payment to Mr.

Frommer for living expenses, health insurance and a vehicle allowance.

The $86,686 includes payment to Mr.

Frommer for living expenses, health insurance and a vehicle allowance.

On May 13, 2020, the Company exchanged 167,955 stock options for 251,933 shares of Common Stock.

attributable to this exchange.

$403,604 is attributable to this exchange.

$8,660 of this amount is attributable to the issuance of shares in lieu of wages.

On May 13, 2020, the Company exchanged 14,205 stock options for 21,308

shares of Common Stock.

On May 13, 2020, the Company exchanged 200,000 stock options for 300,000

shares of Common Stock.

$456,134 is attributable to this exchange.

$12,121 of this amount is attributable to the issuance of shares in

lieu of wages.

Employment Agreements

As of December 31, 2020, the Company has not

entered into any employment agreements, but intends on entering into such agreements with its Chief Executive Officer and President

by the end of fiscal year 2021.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Executive Officers and Directors

As of December 31, 2021, the Company had not entered

into any employment agreements, but has entered into such agreements with its Chief Executive Officer, Executive Chairman, President &

Chief Operating Officer, and Chief Financial Officer subsequent to December 31, 2021.

Equity Incentive Plan

Our 2020 Equity Incentive Plan (the “2020

Plan”) provides for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights (“SARs”),

restricted stock, restricted stock units (“RSUs”), and other stock-based awards and there are 2,500,000 shares originally

reserved under the 2020 Plan.

No further awards may be issued under the Jerrick

Ventures 2015 Incentive and Award Plan (the “2015 Plan”), but all awards under the 2015 Plan that are outstanding as of the

Effective Date will continue to be governed by the terms, conditions and procedures set forth in the 2015 Plan and any applicable award

Equity Awards at Fiscal Year-End 2021

December 31, 2021, we had outstanding equity awards as follows:

Unexercisable

Weighted Average

Exercise Price

Jeremy Frommer (1)

February 19, 2028 (5)

Laurie Weisberg (2)

February 19, 2028 (6)

Justin Maury (3)

February 19, 2028 (7)

Chelsea Pullano (4)

Leonard Schiller

February 19, 2028 (8)

(1) Effective

February 5, 2016, to August 13, 2021, Jeremy Frommer was appointed as our Chief Executive Officer.

Starting August 13, 2021, Jeremy Frommer

was appointed Co-Chief Executive Officer with Laurie Weisberg.

(2) Effective

September 28, 2020, to August 13, 2021, Laurie Weisberg was appointed as our Chief Operating Officer.

Starting August 13, 2021, Laurie

Weisberg Co-Chief Executive Officer with Jeremy Frommer.

(3) Effective

January 31, 2019, to August 13, 2021, Justin Maury was appointed as our President.

Starting August 13, 2021, Justin Maury was appointed

Chief Operating Officer in addition to President.

(4) Effective

June 29, 2020, Chelsea Pullano was appointed Chief Financial Officer.

options expire on October 28, 2026, 200,000 options expire on February 19, 2027, 200,000 options expire on February 19, 2028.

options expire on February 4, 2026, 121,000 options expire on October 28, 2026, 25,000 options expire on February 19, 2027, 25,000 options

expire on February 19, 2028.

options expire on October 28, 2026, 187,000 options expire on February 19, 2027, 187,000 options expire on February 19, 2028.

options expire on October 28, 2026, 75,000 options expire on February 19, 2027, 75,000 options expire on February 19, 2028.

The following table presents the total compensation

for each person who served as a non-employee member of our board of directors and received compensation for such service during the fiscal

year ended December 31, 2021.

Other than as set forth in the table and described more fully below, we did not pay any compensation, make

any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of directors

Option Awards (1)

Mark Standish (4)

Mark Patterson (2)

Laurie Weisberg

Leonard Schiller (4)

LaBrena Martin (4)

Laurie Weisberg (3)

Amounts shown in this column do not reflect dollar

amounts actually received by our non-employee directors.

Instead, these amounts represent the aggregate grant date fair value of

stock option awards determined in accordance with FASB ASC Topic 718.

Mark Patterson resigned from the board of directors

effective July 31, 2021.

Laurie Weisberg was appointed the Company’s Chief

Operating Officer on September 28, 2020.

Mark Standish, Leonard Schiller, and LaBrena Martin resigned from the board of directors subsequent to December 31, 2021.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following

table sets forth certain information, as of April 4, 2022, with respect to the beneficial ownership of the outstanding common stock by

(i) any holder of more than five (5%) percent;

(ii) each of the Company’s executive officers and directors;

and (iii) the Company’s

directors and executive officers as a group.

Except as otherwise indicated, each of the stockholders listed below has sole voting and

investment power over the shares beneficially owned.

Except as otherwise indicated, each of the stockholders listed below has sole

voting and investment power over the shares beneficially owned.

The address for each person is 648 Broadway, Suite 200, New York,

Executive Officers and Directors

Jeremy Frommer

1,382,199 (2)

Chelsea Pullano

Lorraine Hendrickson

Laurie Weisberg

All current directors and officers as a group

5% or Greater Stockholders

Eric Goldberg

less than one percent

The securities “beneficially owned”

by a person are determined in accordance with the definition of “beneficial ownership”

set forth in the regulations of the SEC and accordingly, may include securities owned by or for, among others, the spouse, children or certain other relatives of such person, as well as other securities over which the person has or shares voting or investment power or securities which the person has the right to acquire within 60 days.

Includes 311,070 shares of common stock, 89,188 shares of common stock underlying stock options, and 11,600 shares of common stock underlying warrants.

Includes 97,080 shares of common stock, 68,333 shares of common

stock underlying stock options, and 2,600 shares of common stock underlying warrants.

Includes 85,221 shares of common stock and 848 shares of

common stock underlying warrants.

Solely based on the Company’s review of filings made on a Schedule 13G on February 16, 2021 with the SEC.

Includes (i) 825,844 shares of Common Stock held directly by Mr.

Rosen, (ii) warrants to acquire 68,695 shares of the Company’s common stock, and (iii) warrants to acquire 6,666 shares of the Company’s common stock held Mr.

Rosen’s minor children.

Includes 7,818 shares of common stock and 50,000 shares of common stock underlying stock options.

Includes 283,018 shares of common stock and 205,877 shares of common stock underlying warrants.

Includes 175,918 shares of common stock and 28,515 shares of common stock underlying warrants.

Includes 17,064 shares of common stock and 3,922 shares of common stock underlying warrants.

than one percent

securities “beneficially owned” by a person are determined in accordance with

the definition of “beneficial ownership” set forth in the regulations of the

SEC and accordingly, may include securities owned by or for, among others, the spouse, children

or certain other relatives of such person, as well as other securities over which the person

has or shares voting or investment power or securities which the person has the right to

acquire within 60 days.

577,725 shares of common stock, 610,188 shares of common stock underlying stock options,

and 194,286 shares of common stock underlying warrants.

109,060 shares of common stock, 523,333 shares of common stock underlying stock options,

and 7,143 shares of common stock underlying warrants.

9,818 shares of common stock and 237,000 shares of common stock underlying stock options

and 2,000 shares of common stock underlying warrants

Includes 25,000 shares of common stock and 5,000 shares of common stock underlying warrants.

Includes 64,249 shares of common stock and 224,750 shares of common stock underlying stock options and 9,636 shares of common stock underlying warrants.

Securities Authorized for Issuance Under

Equity Compensation Plans

As of December 31, 2021,

we had awards outstanding under our 2020 Equity Incentive Plan:

securities to be

exercise price of

future issuance

plans (excluding

Plan Category

Equity compensation plans approved by security holders

2,950,402 (1)

Equity compensation plans not approved by stockholders

(1) During the year ended December 31,

2021, we had awards outstanding under the 2020 Plan.

As of the end of fiscal year 2021, we had 3,039,308 shares of our common stock issuable

upon the exercise of outstanding options granted pursuant to the 2020 Plan.

The securities available under the Plan for issuance and

issuable pursuant to exercises of outstanding options may be adjusted in the event of a change in outstanding stock by reason of stock

dividend, stock splits, reverse stock splits, etc.

Pursuant to the terms of the 2020 Plan we can grant stock options, restricted stock

unit awards, and other awards at levels determined appropriate by our Board and/or compensation committee.

The 2020 Plan also allows

us to utilize a broad array of equity incentives and performance cash incentives in order to secure and retain the services of our employees,

CERTAIN RELATIONSHIPS AND RELATED

following includes a summary of transactions during our fiscal years ended December 31, 2020 and December 31, 2019 to which

we have been a party, including transactions in which the amount involved in the transaction exceeds the lesser of 

or 1% of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors,

executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate

family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation,

termination, change in control and other arrangements, which are described elsewhere in this Annual Report.

We are not otherwise

a party to a current related party transaction, and no transaction is currently proposed, in which the amount of the transaction

exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years

and in which a related person had or will have a direct or indirect material interest.

January 2019 Rosen Loan Agreement

On January 30, 2019, the Company entered into a loan agreement (the

“January 2019 Rosen Loan Agreement”) with Mr.

Rosen, whereby the Company issued Mr.

Rosen a promissory note in the principal

amount of $175,000 (the “January 2019 Rosen Note”).

As additional consideration for entering in the January 2019 Rosen Note

Loan Agreement, the Company issued Mr.

Rosen a four-year warrant to purchase 5,000 shares of the Company’s common stock at a purchase

price of $18.00 per share.

Pursuant to the January 2019 Rosen Loan Agreement, the January 2019 Rosen Note bears interest at a rate of

10% per annum and payable on the maturity date of February 15, 2019 (the “January 2019 Rosen Maturity Date”).

19, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019.

As part of the extension

agreement, the Company issued Mr.

Rosen warrants to purchase 11,731 shares of common stock of the Company at an exercise price of $18.00.

On March 29, 2019 the Company entered into an agreement with Mr.

Rosen that extended the maturity date of this loan to May 15, 2019.

August 8, 2019 the Company entered into an agreement further extending the maturity date to September 20, 2019.

the year ended December 31, 2019 the Company repaid $175,000 in principal and $15,073 in interest and the loan is no longer outstanding.

February 2019 Rosen Loan Agreement

On February 14, 2019, the Company entered into a loan agreement (the

“February 2019 Rosen Loan Agreement”) with Mr.

Rosen, whereby the Company issued Mr.

Rosen a promissory note in the principal

amount of $50,000 (the “February 2019 Rosen Note”).

As additional consideration for entering in the February 2019 Rosen Note

Loan Agreement, the Company issued Mr.

Rosen a four-year warrant to purchase 1,667 shares of the Company’s common stock at a purchase

price of $18.00 per share.

Pursuant to the February 2019 Rosen Loan Agreement, the February 2019 Rosen Note bears interest at a rate of

10% per annum and payable on the maturity date of February 28, 2019 (the “February 2019 Rosen Maturity Date”).

2019 the Company entered into an agreement with Mr.

Rosen that extended the maturity date of this loan to May 15, 2019.

8, 2019 the Company entered into an agreement further extending the maturity date to September 20, 2019.

the year ended December 31, 2019 the Company repaid $50,000 in principal and $3,208 in interest and the loan is no longer outstanding.

June 2019 Loan Agreement

June 3, 2019, the Company entered into a loan agreement (the “June 2019 Loan Agreement”) with Mr.

Rosan, pursuant

to which the Company was to be indebted in the amount of $2,400,000, of which $1,200,000 was funded by September 30, 2019 and

$1,200,000 was exchanged from the May 2016 Rosen Loan Agreement dated May 26, 2016 in favor of Rosen for a joint and several interest

in the Term Loan pursuant to the Debt Exchange Agreement.

The June 2019 Loan Agreement, the June 2019 Loan bears interest at a

rate of 12.5% per annum, compounded annually and payable on the maturity date of December 3, 2019 (the “June 2019 Maturity

Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2019.

connection with the conversion of the May 2016 Rosen Loan Agreement the Company recorded a debt discount of $92,752.

discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

August 2019 Schiller Loan Agreement

On August 6, 2019, the Company entered into a loan agreement (the “August

2019 Schiller Loan Agreement”) with Mr.

Schiller, whereby the Company issued a promissory note to Mr.

Schiller in the principal

amount of $15,000 (the “August 2019 Schiller Note”).

Pursuant to the August 2019 Schiller Loan Agreement, the August 2019

Schiller Note bears interest at a rate of $750 per month.

As additional consideration for entering in the August 2019 Schiller Loan Agreement,

the Company issued a five-year warrant to purchase 75 shares of the Company’s common stock at a purchase price of $18.00 per share.

the year ended December 31, 2019 the Company repaid $15,000 in principal and $750 in interest and the loan is no longer outstanding.

September 2019 Schiller Loan Agreement

On September 26, 2019, the Company entered into a loan agreement (the

“September 2019 Schiller Loan Agreement”) with Mr.

Schiller, whereby the Company issued Mr.

Schiller a promissory note in

the principal amount of $50,000 (the “September 2019 Schiller Note”).

Pursuant to the September 2019 Schiller Loan Agreement,

the September 2019 Schiller Note bears interest at a rate of $2,250 per month.

As additional consideration for entering in the First September

2019 Schiller Loan Agreement, the Company issued Schiller a five-year warrant to purchase 333 shares of the Company’s common stock

at a purchase price of $18.00 per share.

the year ended December 31, 2019 the Company repaid $50,000 in principal and $2,250 in interest and the loan is no longer outstanding.

October 2019 Frommer Loan Agreement

On October 7, 2019, the Company entered into a loan agreement (the

“October 2019 Frommer Loan Agreement”) with Mr.

Frommer, whereby the Company issued Mr.

Frommer a promissory note in the principal

amount of $10,000 (the “October 2019 Frommer Note”).

Pursuant to the October 2019 Frommer Loan Agreement, the October 2019

Frommer Note bears interest at a flat rate of $500.

As additional consideration for entering in the October 2019 Frommer Loan Agreement,

the Company issued Mr.

Frommer a five-year warrant to purchase 50 shares of the Company’s common stock at a purchase price of $18.00

the year ended December 31, 2019 the Company repaid $10,000 in principal and $225 in interest and the loan is no longer outstanding.

The following includes a summary of transactions

during our fiscal years ended December 31, 2021 and December 31, 2020 to which we have been a party, including transactions in which

the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for

the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners

of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct

or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which

are described elsewhere in this Annual Report.

We are not otherwise a party to a current related party transaction, and no transaction

is currently proposed, in which the amount of the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets

at year-end for the last two completed fiscal years and in which a related person had or will have a direct or indirect material

During the year ended December 31, 2021 the Company received revenue

of $80,000 from Dune for branded content services prior to consolidation but after recognition as an equity method investee.

The July 2020 Convertible Note Offering

From July 2020 to September 2020, the Company

conducted multiple closings of a private placement offering to accredited investors (the “July 2020 Convertible Note Offering”)

of units of the Company’s securities by entering into subscription agreements with “accredited investors”

(the “July

2020 Investors”) for aggregate gross proceeds of $50,000.

conducted multiple closings of a private placement offering to accredited investors (the “July 2020 Convertible Note Offering”)

of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “July

2020 Investors”) for aggregate gross proceeds of $50,000.

The July 2020 Convertible Note Offering accrues interest at a rate of

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The July 2020 Note Offering is convertible into

shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at the lesser of (i) a fixed conversion

price equal to $12.75 per share after the maturity date or (ii) any private placement offerings or one or more registered public offerings

by the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified Offering”).

shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at the lesser of (i) a fixed

conversion price equal to $12.75 per share after the maturity date or (ii) any private placement offerings or one or more registered

public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified

Upon default the July 2020 Convertible Note Offering

is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) equal to 61%

multiplied by the lowest trade of the common stock during the twenty (15) consecutive trading day period immediately preceding the date

of the respective conversion.

is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) equal to

61% multiplied by the lowest trade of the common stock during the twenty (15) consecutive trading day period immediately preceding the

date of the respective conversion.

The conversion feature of the July 2020 Convertible

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characterized as a beneficial conversion feature.

When the Company records a BCF the relative fair value of the BCF is recorded as a debt

discount against the face amount of the respective debt instrument.

The Company recorded a BCF and related debt discount of $9,812, the

discount is being accreted over the life of the Debenture to accretion of debt discount and issuance cost.

The Company recorded a $21,577 debt discount relating

to 3,922 July 2020 Convertible Note Offering issued to investors based on the relative fair value of each equity instrument on the dates

The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost.

During the year ended December 31, 2020, the Company

converted $50,000 of principal and $630 of unpaid interest into the September 2020 Equity Raise.

When the Company records a BCF the relative fair value of the BCF is recorded as a

debt discount against the face amount of the respective debt instrument.

The Company recorded a BCF and related debt discount of $9,812,

the discount is being accreted over the life of the Debenture to accretion of debt discount and issuance cost.

The Company recorded a $21,577 debt discount

relating to 3,922 July 2020 Convertible Note Offering issued to investors based on the relative fair value of each equity instrument

on the dates of issuance.

The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance

During the year ended December 31, 2020, the

Company converted $50,000 of principal and $630 of unpaid interest into the September 2020 Equity Raise.

The January 2020 Rosen Loan Agreement

On January 14, 2020, the Company entered into

a loan agreement (the “January 2020 Rosen Loan Agreement”), whereby the Company issued a promissory note in the principal

amount of $150,000 (the “January 2020 Rosen Note”).

a loan agreement (the “January 2020 Rosen Loan Agreement”), whereby the Company issued a promissory note in the principal

amount of $150,000 (the “January 2020 Rosen Note”).

Pursuant to the January 2020 Rosen Loan Agreement, the January 2020 Rosen

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On February 15, 2020, the Company entered into

a loan agreement (the “February 2020 Banner Loan Agreement”), whereby the Company issued a promissory note in the principal

amount of $9,900 (the “February 2020 Note”) for expenses paid on behalf of the Company by an employee.

a loan agreement (the “February 2020 Banner Loan Agreement”), whereby the Company issued a promissory note in the principal

amount of $9,900 (the “February 2020 Note”) for expenses paid on behalf of the Company by an employee.

Pursuant to the February

1 unchanged sentence

As additional consideration for entering in the February

2020 Loan Agreement, the Company issued a five-year warrant to purchase 49 shares of the Company’s common stock at a purchase price

of $18.00 per share.

3 unchanged sentences

On February 18, 2020, the Company entered into

a loan agreement (the “February 2020 Frommer Loan Agreement”) with Jeremy Frommer, an officer of the Company, whereby the

Company issued Frommer a promissory note in the principal amount of $2,989 (the “February 2020 Frommer Note”).

a loan agreement (the “February 2020 Frommer Loan Agreement”) with Jeremy Frommer, an officer of the Company, whereby the

Company issued Frommer a promissory note in the principal amount of $2,989 (the “February 2020 Frommer Note”).

As additional

consideration for entering in the June 2018 Frommer Note Loan Agreement, the Company issued Frommer a five-year warrant to purchase 15

shares of the Company’s common stock at a purchase price of $18.00 per share.

Pursuant to the February 2020 Frommer Loan Agreement,

the note is payable on the maturity date of February 28, 2020 (the “February 2020 Frommer Maturity Date”).

During the year ended December 31, 2020 the Company

2 unchanged sentences

On September 15, 2020, the Company entered into

a loan agreement (the “September 2020 Goldberg Loan Agreement”) with Goldberg whereby the Company issued a promissory note

of $16,705 (the “September 2020 Goldberg Note”).

a loan agreement (the “September 2020 Goldberg Loan Agreement”) with Goldberg whereby the Company issued a promissory note

of $16,705 (the “September 2020 Goldberg Note”).

Pursuant to the September 2020 Goldberg Loan Agreement, the September 2020

Goldberg Note has an interest rate of 7%.

The maturity date of the September 2020 Goldberg Note is September 15, 2022 (the “September

2020 Goldberg Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under

The maturity date of the September 2020 Goldberg Note is September 15, 2022 (the “September

2020 Goldberg Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under

note are due.

The September 2020 Goldberg Loan is secured by the tangible and intangible property of the Company.

Since the September 2020 Goldberg Note has a make-whole

provision if the share price of the Company’s common stock is below 2.92 on September 14, 2020, they are subject to derivative liability

Since the September 2020 Goldberg Note has a

make-whole provision if the share price of the Company’s common stock is below 2.92 on September 14, 2020, they are subject to

derivative liability treatment.

The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares.

The make-whole feature

of gave rise to a derivative liability of $2,557,275 which was recorded as a loss on extinguishment of debt.

The make-whole feature of gave rise to a derivative liability of $2,557,275 which was recorded as a loss on extinguishment of debt.

During the year ended December 31, 2020 the Company

2 unchanged sentences

On September 15, 2020, the Company entered into

a loan agreement (the “September 2020 Rosen Loan Agreement”) with Rosen whereby the Company issued a promissory note of $3,295

(the “September 2020 Rosen Note”).

a loan agreement (the “September 2020 Rosen Loan Agreement”) with Rosen whereby the Company issued a promissory note of $3,295

(the “September 2020 Rosen Note”).

Pursuant to the September 2020 Rosen Loan Agreement, the September 2020 Rosen Note has

an interest rate of 7%.

The maturity date of the September 2020 Rosen Note is September 15, 2022 (the “September 2020 Rosen Maturity

Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the note are due.

The September

2020 Rosen Loan is secured by the tangible and intangible property of the Company.

The maturity date of the September 2020 Rosen Note is September 15, 2022 (the “September 2020 Rosen Maturity

Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the note are due.

September 2020 Rosen Loan is secured by the tangible and intangible property of the Company.

Since the September 2020 Rosen Note has a make-whole

provision if the share price of the Company’s common stock is below 2.92 on September 14, 2020, they are subject to derivative liability

provision if the share price of the Company’s common stock is below 2.92 on September 14, 2020, they are subject to derivative

liability treatment.

The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares.

The make-whole feature

of gave rise to a derivative liability of $504,413 which was recorded as a loss on extinguishment of debt.

The make-whole

feature of gave rise to a derivative liability of $504,413 which was recorded as a loss on extinguishment of debt.

During the year ended December 31, 2020 the Company

1 unchanged sentence

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the aggregate fees billed for

each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Company’s

annual financial statements and review of financial statements included in the Company’s quarterly reports or services that

are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

following table sets forth the aggregate fees billed for each of the last two fiscal years for professional services rendered by the

principal accountant for the audit of the Company’s annual financial statements and review of financial statements included in

the Company’s quarterly reports or services that are normally provided by the accountant in connection with statutory and regulatory

filings or engagements for those fiscal years.

Audit-Related Fees

All Other Fees

EXHIBITS AND FINANCIAL STATEMENT

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits .

The exhibits listed below are

filed as a part of this annual report.

The exhibits listed below are filed

as a part of this annual report.

Agreement and Plan of Merger dated February 5, 2016 by and among the Company, GPH Merger Sub., Inc., and Jerrick Ventures, Inc.

(incorporated by reference to Exhibit 2.1 of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016).

Agreement and Plan of Merger dated February 28, 2016 by and among the Company and Jerrick Ventures, Inc.

(incorporated by reference to Exhibit 2.1 of the Company’s current report on Form 8-K filed with the Commission on March 3, 2016).

Articles of Incorporation, filed with the Nevada Secretary of State on December 30, 1999 (incorporated by reference to the Company’s annual report on Form 10-SB filed with the Commission on March 30, 2006).

Amended and Restated Articles of Incorporation, filed with the Nevada Secretary of State on November 6, 2013 (incorporated by reference to Exhibit 3.3 to the Company’s current report on Form 8-K filed with the Commission on December 4, 2013).

Certificate of Designation, Preferences, and Rights of Series A Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed with the Commission on April 8, 2014).

Certificate of Designation, Preferences and Rights of Series B Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s current report on Form 8-K filed with the Commission on December 4, 2014).

Certificate of Designation of Series C Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s current report on Form 8-K filed with the Commission on August 3, 2015).

Certificate of Designation of Series D Preferred Stock (incorporated by reference to Exhibit 3.1(f) of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016).

(incorporated by reference to Exhibit 2.1 of the Company’s current report on Form 8-K filed with the Commission on March 3, 2016).

Certificate of Designation of Series C Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s current report on Form 8-K filed with the Commission on August 3, 2015).

Certificate of Designation of Series D Preferred Stock (incorporated by reference to Exhibit 3.1(f) of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016).

Jerrick Ventures, Inc.

Certificate of Designation of Series A Cumulative Convertible Preferred Stock.

(incorporated by reference to Exhibit 3.1(f) of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016).

(incorporated by reference to Exhibit 3.1(g) of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016).

Jerrick Ventures, Inc.

Amendment to Certificate of Designation of Series A Cumulative Convertible Preferred Stock.

(incorporated by reference to Exhibit 3.1(f) of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016).

(incorporated by reference to Exhibit 3.1(h) of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016).

Jerrick Ventures, Inc.

Certificate of Designation of Series B Cumulative Convertible Preferred Stock.

(incorporated by reference to Exhibit 3.1(f) of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016).

(incorporated by reference to Exhibit 3.1(i) of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016).

Certificate of Withdrawal of Certificate of Designation for Series A Preferred Stock.

(incorporated by reference to Exhibit 3.1 of the Company’s current report on Form 8-K filed with the Commission on March 3, 2016).

Certificate of Withdrawal of Certificate of Designation for Series B Preferred Stock.

(incorporated by reference to Exhibit 3.2 of the Company’s current report on Form 8-K filed with the Commission on March 3, 2016).

Certificate of Withdrawal of Certificate of Designation for Series C Preferred Stock.

(incorporated by reference to Exhibit 3.3 of the Company’s current report on Form 8-K filed with the Commission on March 3, 2016).

Certificate of Designation for Series A Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3.4 of the Company’s current report on Form 8-K filed with the Commission on March 3, 2016).

Certificate of Designation for Series C Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3.5 of the Company’s current report on Form 8-K filed with the Commission on March 3, 2016).

Bylaws (incorporated by reference to the Company’s annual report on Form 10-SB filed with the Commission on March 30, 2006).

(incorporated by reference to Exhibit 3.3 of the Company’s current report on Form 8-K filed with the Commission on March 3, 2016).

Bylaws (incorporated by reference to the Company’s 8-K filed on May 12, 2020).

Certificate of Incorporation of Jerrick Ventures, Inc.

(incorporated by reference to Exhibit 3.3 of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016).

Description of Securities Registered Under Section 12 of the Exchange Act

Convertible Promissory Note between the Company and KBM Worldwide, Inc.

dated August 22, 2014 (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the Commission on August 26, 2014).

Convertible Promissory Note between the Company and KBM Worldwide, Inc.

dated November 17, 2014 (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the Commission on December 2, 2014).

Amended and Restated Securities Purchase Agreement between the Company, Bonjoe Gourmet Chips LLC and certain purchasers dated January 30, 2015 (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the Commission on February 3, 2015).

Convertible Debenture, dated March 17, 2016 (incorporated by reference to Exhibit 4.5 to the Company’s annual report on Form 10-K filed with the Commission on April 14, 2016).

Secured Promissory Note, dated April 5, 2016 (incorporated by reference to Exhibit 4.6 to the Company’s annual report on Form 10-K filed with the Commission on April 14, 2016).

Form of Warrant.

(incorporated by reference to Exhibit 4.1 to the Company’s quarterly report on Form 10-Q filed with the Commission on August 24, 2016).

Form of Warrant.

(incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8- K filed with the Commission on March 21, 2017).

Form of Series A Preferred Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.5 the Company’s Registration Statement on Form S-1 filed with the Commission on August 31, 2016)

Form of Series B Preferred Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.6 the Company’s Registration Statement on Form S-1 filed with the Commission on August 31, 2016)

Common Stock Purchase Warrant, dated April 5, 2016 (incorporated by reference to Exhibit 10.15 to the Company’s annual report on Form 10-K filed with the Commission on April 14, 2016).

Form of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s quarterly report on Form 10-Q filed with the Commission on August 24, 2016).

Form of Warrant (incorporated by reference to Exhibit 10.3 of the Company’s current report on Form 8-K filed with the Commission on January 17, 2017).

Form of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed with the Commission on March 21, 2017).

Form of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed with the Commission on July 21, 2017).

Form of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed with the Commission on September 18, 2017)

Form of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed with the Commission on January 2, 2018)

Form of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed with the Commission on April 2, 2018)

Form of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed with the Commission on May 29, 2018)

Form of Purchaser Warrant (incorporated by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed with the Commission on August 31, 2018)

Form of Incentive Warrant (incorporated by reference to Exhibit 4.2 of the Company’s current report on Form 8-K filed with the Commission on August 31, 2018)

Form of Warrant Agency Agreement (incorporated by reference to Exhibit 4.22 to the Company’s current report on Form S-1/A filed with the Commission on September 10, 2020).

Form of Underwriters’

Warrant (incorporated by reference to Exhibit 4.23 to the Company’s current report on Form S-1/A filed with the Commission on September 10, 2020).

Agreement for the Purchase and Sale of Real Estate between Ashland Holdings, LLC and TD Bank dated October 29, 2013 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on November 1, 2013).

Release Agreement between the Company and George I.

Norman dated August 15, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on August 15, 2014).

Securities Purchase Agreement between the Company and KBM Worldwide, Inc.

dated August 22, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on August 26, 2014).

Sale and Purchase Agreement between Ashland Holdings, LLC and Jonathon and Jessica Delavan dated October 2, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on October 9, 2014).

Securities Purchase Agreement between the Company and KBM Worldwide, Inc.

dated November 17, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on December 2, 2014).

Investment Agreement dated as of November 30, 2014 by and between the Company and Kent Campbell (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on December 4, 2014).

Royalty Agreement between the Company and Bonjoe Gourmet Chips LLC dated December 10, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on December 16, 2014).

Securities Purchase Agreement dated as of July 29, 2015 between Great Plains Holdings, Inc.

and Cape One Master Fund II LP.

(incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on August 3, 2015).

Form of Warrant (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8- K filed with the Commission on March 21, 2017).