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Item 9A. Controls and Procedures

2021-03-31 compared with 2020-03-25 · 1063 added, 793 removed, 182 unchanged (91% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain a system

of disclosure controls and procedures that is designed to ensure that information required to be disclosed by us in the reports

we file or furnish to the SEC under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported

within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated

to management, including our Chief Executive Officer and Interim Chief Financial Officer, who is one in the same, as appropriate,

to allow timely decisions regarding required disclosures.

We maintain a system of disclosure

controls and procedures that is designed to ensure that information required to be disclosed by us in the reports we file or furnish to

the SEC under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods

specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief

Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

As of December 31, 2020,

we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive

Officer and Interim Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange

Act Rules 13a –15(e).

Based upon that evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded

that, as of the end of the period covered in this report, our disclosure controls and procedures were effective to ensure that

information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized

and reported within the required time periods and is accumulated and communicated to our management, including our Chief Executive

Officer and Interim Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Our Chief Executive

Officer and Interim Chief Financial Officer do not expect that our disclosure controls or internal controls will prevent all error

and all fraud.

Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their

objectives and our Chief Executive Officer and Interim Chief Financial Officer have determined that our disclosure controls and

procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable,

not absolute assurance that the objectives of the system are met.

Further, the design of a control system must reflect the fact

that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent

limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances

of fraud, if any, within the Company have been detected.

These inherent limitations include the realities that judgments in decision-making

can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented if

there exists in an individual a desire to do so.

There can be no assurance that any design will succeed in achieving its stated

goals under all potential future conditions.

Management’s Annual Report on Internal Control over

Financial Reporting.

we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer

and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a –15(e).

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered

in this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed

under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated

and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely

decisions regarding required disclosure.

Our Chief Executive Officer

and Chief Financial Officer do not expect that our disclosure controls or internal controls will prevent all error and all fraud.

our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our Chief Executive

Officer and Chief Financial Officer have determined that our disclosure controls and procedures are effective at doing so, a control system,

no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be

considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide

absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

These inherent limitations

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

Additionally, controls can be circumvented if there exists in an individual a desire to do so.

There can be no assurance that any design

will succeed in achieving its stated goals under all potential future conditions.

Management’s Annual Report on Internal Control over Financial

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule

The design of any system of controls is based in part upon certain assumptions about the likelihood of future events,

and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions,

regardless of how remote.

for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be

no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

All internal control systems, no matter how well designed, have inherent limitations.

Because of its

inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

Therefore, even those systems determined to be

effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

We carried out an evaluation,

under the supervision and with the participation of our Chief Executive Officer and Interim Chief Financial Officer, who is one

in the same, of the effectiveness of our internal controls over financial reporting as of December 31, 2019.

this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

(COSO) in “Internal Control —

Because of its inherent limitations, internal control

over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are

subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies

or procedures may deteriorate.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect

to financial statement preparation and presentation.

We carried out an

evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the

effectiveness of our internal controls over financial reporting as of December 31, 2020.

In making this assessment, our

management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in

“Internal Control —

Integrated Framework (2013).”

Based on this assessment, management believes that,

as of December 31, 2019, our internal control over financial reporting was effective based on those criteria.

Based on this assessment, management believes that, as of

December 31, 2020, our internal control over financial reporting was effective based on those criteria.

Changes in Internal Control over Financial

There have been no

changes in the Company’s internal control over financial reporting through the date of this report or during the quarter

ended December 31, 2019, that materially affected, or is reasonably likely to materially affect, the Company’s

internal control over financial reporting.

Independent Registered Accountant’s

Internal Control Attestation

This annual report

does not include an attestation report of the Company’s registered public accounting firm regarding internal control over

financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting

firm pursuant to applicable law.

changes in the Company’s internal control over financial reporting through the date of this report or during the quarter ended

December 31, 2020, that materially affected, or is reasonably likely to materially affect, the Company’s internal control

over financial reporting.

Independent Registered Accountant’s Internal

Control Attestation

This annual report does not

include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to applicable

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The following table lists our executive

officers and directors as of March 15, 2020:

Kenneth DeCubellis

Chief Executive Officer and Interim Chief Financial Officer

Michael Eisele

Chief Operating Officer

Bradley Berman

The following table lists our executive officers

and directors as of March 15, 2021:

Claudia Goldfarb

Chief Executive Officer, Director

Brad Burke (1)

Chief Financial Officer

Chairman of the Board of Directors

Oehler (1)(2)

Bradley Berman (1)

Joseph Lahti (1)

Lyle Berman (1)

Greg Creed (1)

Chris Ludeman (1)

(1) Member of audit committee.

(2) Member of compensation committee.

Kenneth DeCubellis

has been our chief executive officer since November 9, 2011 and was appointed interim chief financial officer

on September 24, 2019.

DeCubellis was recently Chairman and Chief Executive Officer of Black Ridge Acquisition Corp, (NASDAQ:

BRAC), the Special Purpose Acquisition Company sponsored by Black Ridge.

Prior to joining Black Ridge, Mr.

DeCubellis was

the president and chief executive officer of Altra Inc., a venture capital backed biofuels company based in Los Angeles, California.

He joined Altra in June 2006 as vice president, business development and was promoted to president in November of 2007 and

chief executive officer in February 2008.

From 1996 to 2006, he was an executive with Exxon Mobil Corp in Houston, Texas.

in Mechanical Engineering from Rensselaer Polytechnic Institute, an MBA from Northwestern University’s JL Kellogg

Graduate School of Management, and a Masters of Engineering Management from Northwestern University’s McCormick School of

DeCubellis’

qualifications:

Leadership experience –

DeCubellis has been our chief executive officer since November 9, 2011, chairman

and chief executive officer of Black Ridge Acquisition Corp, (2017-2019), chief executive officer of Altra Inc.

(2008 to 2011),

vice president- president of Altra Inc.

(2006 to 2011), and an executive with Exxon Mobil Corp in Houston, Texas.

(1996 to 2006).

Industry experience - Mr.

DeCubellis has been our chief executive officer from November 9, 2011 and has broad

experience in mergers and acquisitions and capital raising.

Education experience - Mr.

DeCubellis holds a Bachelor of Science degree from Rensselaer Polytechnic Institute (1990),

an MBA from Northwestern University’s JL Kellogg Graduate School of Management (1996), and a Masters of Engineering Management

from Northwestern University’s McCormick School of Engineering (1996).

Michael Eisele

has been the chief operating officer of Black Ridge since August 1, 2013, and prior to that had served as the Company’s

vice president of land since August 2012, overseeing the Company’s acreage portfolio and managing acquisitions and divestitures.

Eisele brings over ten years of oil and gas lease experience in the Williston Basin and greater Rocky Mountain region.

to joining the Company, Mr.

Eisele was the co-owner and landman of High West Resources, Ltd.

from 2011 to 2012, the owner of Eisele

Resources LLC from 2009 to 2012, and a self-employed landman from 2007 to 2009.

Eisele is a graduate of Luther College (B.A.).

Eisele’s

qualifications:

Leadership experience –

Eisele has been our chief operating officer since August 1, 2013, and our

vice president of land from August 2012 to July 2013, co-owner and landman of High West Resources, Ltd.

(2011 to 2012), owner of

Eisele Resources LLC (2009 to 2012) and a self-employed landman (2007 to 2009).

Eisele has been chief operating officer of

Black Ridge Acquisition Corp.

since May 2017.

Industry experience - Mr.

Eisele has been our chief operating officer from August 1, 2013 and has over ten years

of oil and gas lease experience in the Williston Basin and greater Rocky Mountain region.

Education experience - Mr.

Eisele holds a Bachelor of Arts degree from Luther College in 2005.

Bradley Berman

has been a director of Black Ridge since our inception and our chairman since November 12, 2010.

He was our chief

executive officer from November 12, 2010 to November 9, 2011, our chief financial officer between November 12, 2010

Claudia Goldfarb has

been our chief executive officer since October 1, 2020.

Goldfarb i s the co-founder of the freeze-dried

foods business which the Company recently acquired.

Goldfarb previously served as Prairie Dog Pet Products, LLC’s President

from 2016 to 2020 and Chief Operating Officer from 2012 to 2016.

Goldfarb’s tenure at Prairie Dog Pet Products she was

responsible for managing four food manufacturing facilities with over 300 employees and 200,000 sq.

feet of manufacturing space.

Goldfarb’s expertise in product research and development is underscored by her successful launch of over 200 unique products.

has also served as Chief Operating Officer of the pet apparel company, PGT Holdings, from 2010-2012.

Goldfarb co-founded and served

as the Chief Executive Officer of Operation Ava, Inc.

Previously, Mrs.

Goldfarb served as a Project Development Consultant for the North

American Development Bank, specializing in infrastructure development and financing on the US-Mexican Border.

Goldfarb has spent

the last 10 years specializing in product development, implementing best-in-class quality food systems, and freeze-dried pet food manufacturing .

Ira Goldfarb, who is our

Chairman of the Board of Directors, is Mrs.

Claudia Goldfarb’s husband.

Goldfarb’s qualifications:

experience –

Goldfarb is the CEO of Sow Good, Inc.

She was previously the President of Prairie Dog Pet Products and, prior

to that role, the company’s Chief Operating Officer.

experience –

Goldfarb served as a Project Development Consultant for the North American Development Bank, specializing in

infrastructure development and financing on the US-Mexican border.

experience –

Goldfarb was responsible for managing four food manufacturing facilities for Prairie Dog Pet Products, which

over 300 employees and 200,000 sq.

feet of manufacturing space.

Over her career, Mrs.

Goldfarb has launched over 200 unique products,

underscoring her expertise in product research and development.

Brad Burke has

been our chief financial officer since December 28, 2020, and served as our interim chief financial officer from October 5, 2020

through December 28, 2020.

Burke was most recently the Senior Vice President of Corporate Finance and Investor

Relations at CBRE Group Inc., reporting to CBRE’s Chief Financial Officer.

In that role, he led CBRE’s investor relations

strategy, acting as the interface between the company and CBRE’s shareholders.

He also led CBRE’s forecasting, budgeting and

financial analysis activities.

Burke joined CBRE in 2017 as the Vice President of Investor Relations, having previously worked at

Goldman Sachs as an equity research analyst where he led the research coverage of 17 real estate companies.

Prior to joining Goldman Sachs

Burke was an equity research analyst at UBS Securities, covering the Industrials and Energy sectors.

financial services career in the audit practice group of Ernst & Young in 2003.

Burke earned an MBA from Carnegie Mellon University

in 2009, an MS in Accountancy from the University of Notre Dame in 2004 and a BS in Marketing from The Pennsylvania State University in

He is a Certified Public Accountant (license inactive) and a CFA Charterholder .

Ira Goldfarb has

been our chairman since October 1, 2020.

Goldfarb i s the co-founder of the freeze-dried foods

business which the Company recently acquired.

Goldfarb previously founded Prairie Dog Pet Products, LLC in 2012 and served as its

Chief Executive Officer until 2020 when he sold the company to Kinderhook Industries.

Prairie Dog Pet Products is a leading freeze-dried

pet food and treat manufacturing company based in Grand Prairie, Texas.

Previously, Mr.

Goldfarb was Chief Executive Officer of PGT Holdings

from 2010-2012 and founder and Chief Executive Officer of DS Retail Holdings, LLC from 2006 until 2013.

Goldfarb co-founded

and funded Operation Ava Inc., the second largest dog and cat rescue group in Pennsylvania.

Operation Ava saved over 2,000 animals each

year from euthanasia.

Goldfarb has extensive experience in both the retail and manufacturing industries spanning over 30 years;

first specialized in the leather fashion industry then in the pet food industry with a focus on dehydrated and freeze-dried products.

He has also founded, developed, and sold numerous companies to public and private groups.

Goldfarb is the husband of Claudia Goldfarb .

Claudia Goldfarb, who

is our Chief Executive Officer, is Mr.

Ira Goldfarb’s wife.

Goldfarb’s qualifications:

experience –

Goldfarb is the Executive Chairman of Sow Good, Inc.

He previously founded Prairie Dog Pet Products in 2012 and

served as the company’s CEO until 2020.

experience –

Prairie Dog Pet Products is a leading freeze-dried pet food and treat manufacturing company.

Goldfarb has extensive

experience in both the retail and manufacturing industries over his greater than 30-year career.

He first specialized in the leather

fashion industry before focusing on the pet food industry with an emphasis on dehydrated and freeze-dried products

Bradley Berman has

been a director of Black Ridge since our inception and was our chairman from November 12, 2010 until October 1, 2020.

our chief executive officer from November 12, 2010 to November 9, 2011, our chief financial officer between November 12, 2010

and November 15, 2010, and our corporate secretary from November 12, 2010 to February 22, 2011.

Berman has been a director of Black Ridge Acquisition Corp.

since May 2017.

Berman is the president of King Show Games,

Inc., a company he founded in 1998.

Berman has worked in various capacities in casino gaming from 1992 to 2004 for Grand

Casinos, Inc.

and then Lakes Entertainment, Inc., achieving the position of Vice President of Gaming, after which he

assumed a lesser role in that company.

has been a director of Allied Esports Entertainment Inc.

(AESE) (fka Black Ridge Acquisition Corp.) since May 2017.

the president of King Show Games, Inc., a company he founded in 1998.

Berman has worked in various capacities in casino gaming

from 1992 to 2004 for Grand Casinos, Inc.

and then Lakes Entertainment, Inc., achieving the position of Vice President of Gaming,

after which he assumed a lesser role in that company.

Berman was a director of Voyager Oil and Gas, Inc.

(formerly Ante4 and WPT) from

August 2004 to November 2010.

Lyle Berman, who

is one of our directors, is Mr.

(formerly Ante4 and

WPT) from August 2004 to November 2010.

Lyle Berman, who is one

of our directors, is Mr.

Brad Berman’s father.

Berman’s

qualifications:

Leadership experience –

Berman has been our chairman since November 12, 2010 and was our chief executive

Berman’s qualifications:

experience –

Berman was our chairman from November 12, 2010 until October 1, 2020 and was our chief executive

officer from November 12, 2010 to November 9, 2011 and he is the founder and president of King Show Games, Inc.

Finance experience –

experience –

Berman is the founder and president of King Show Games, Inc.

Industry experience –

Berman was a director of Voyager Oil & Gas, Inc.

until November 2010 and has

been a director of Black Ridge Acquisition Corp.

since May 2017.

Education experience - Mr.

Berman attended Mankato State University in Minnesota and University of Nevada at Las Vegas

in Nevada concentrating in business and computer science.

has been a director of Black Ridge since November 16, 2010, and chairman of our audit committee and compensation

committee since February 22, 2011.

Oehler is a Founding Partner of Windward Mark, LLC

which advises business owners with regard to strategic planning, owner governance and education, business continuity, legacy, philanthropy

and liquidity.

Windward Mark LLC is a continuation of Mr.

Oehler’s consulting practice at Bashaw Group, Inc.,

which he founded in 2007, and served as president from 2007 to 2017.

Bashaw Group is also affiliated with a similar company, Linea

Capital, LLC.

Prior to founding Bashaw Group, Mr.

Oehler was from 1999 to 2007 the president and chief executive officer of Waycrosse, Inc.,

a financial advisory firm for the family owners of Cargill Incorporated.

While at Waycrosse, Mr.

Oehler was the primary advisor

to the five family members who were serving on the Cargill Incorporated board of directors from 1999 to 2006.

Oehler played

a key role in two major growth initiatives for Cargill:

the merger of Cargill’s fertilizer business into a public company

which is now Mosaic, Inc., and the transformation of Cargill’s proprietary financial markets trading group into two

major investment management companies:

Black River Asset Management, LLC and CarVal Investors, LLC.

An investment banker

for 20 years, Mr.

Oehler’s transaction experience includes public offerings and private placements of debt and equity

securities, mergers and acquisitions, fairness opinions and valuations of private companies.

Prior to joining Waycrosse, Mr.

was an investment banker for Piper Jaffray.

By the time he left Piper Jaffray in 1999, he was group head for Piper’s Industrial

He has also played a leadership role in a number of corporate buy-outs and venture stage companies, served on corporate

and non-profit boards of directors, and has been involved in the creation and oversight of foundations and charitable organizations,

as well as U.S.

trusts and off-shore entities.

Oehler has been a director of Black Ridge Acquisition Corp.

since May 2017.

been a board member and founder of many non-profit organizations including the Minnesota Zoological Society, Minnesota Landscape

Arboretum, The Lake Country Land School, Greencastle Tropical Study Center, Park Nicollet Institute, Afton Historical Society Press,

United Theological Seminary and University of Minnesota Investment Advisor, Inc.

He has been a director of Waycrosse, Inc.,

WayTrust Inc., Dain Equity Partners, Inc., Time Management, Inc., BioNIR, Inc.

and Agricultural Solutions, Inc.

In September 2007, Mr.

Oehler completed the Stanford University Law School Directors Forum, a three-day update on key issues

facing corporate directors presented by the Stanford Business School and Stanford Law School.

From 1984 through 1999, Mr.

was registered with the National Association of Securities Dealers (“NASD”) as a financial principal.

is a graduate of the University of Minnesota College of Liberal Arts and has completed all course work at the University of Minnesota

Business School with a concentration in finance.

Oehler’s

qualifications:

Leadership experience –

Oehler is the Founding Partner of Windward Mark, LLC (2017

to present), was the president of Bashaw Group, Inc.

(2007 to 2017), was the president and chief executive officer of Waycrosse, Inc.

(1999 to 2007).

He served as an investment banker for Piper Jaffray until 1999, achieving the position of group head of its Industrial

Industry experience –

Oehler has been a director of Waycrosse, Inc., WayTrust Inc.,

Dain Equity Partners, Inc., Time Management, Inc., BioNIR, Inc.

and Agricultural Solutions, Inc.

Education experience - Mr.

Oehler is a graduate of the University of Minnesota College of

Liberal Arts.

Lahti was appointed as a director of the Company to fill a newly-created directorship seat on August 31, 2012.

Lahti is a Minneapolis native and leader in numerous Minnesota business and community organizations.

As principal of JL

Holdings since 1989, Mr.

Lahti has provided funding and management leadership to several early-stage or distressed companies.

From 1993 to 2002, he held the positions of chief operating officer, president, chief executive officer and chairman at Shuffle

Master, Inc., a company that provided innovative products to the gaming industry.

Lahti served as Chairman of the

Board of PokerTek, Inc., a publicly traded company sold in October 2014.

and he also served as an independent director

and Chairman of AFAM Capital until October of 2018 and then as Chairman of the Board of Innealta, an investment manager.

the past five years Mr.

Lahti served on the board of directors of Voyager Oil & Gas, Inc., and more than five years

experience - Mr.

Berman attended Mankato State University in Minnesota and University of Nevada at Las Vegas in Nevada concentrating

in business and computer science.

Lahti has been a director of the Company since August 31, 2012.

Lahti is a Minneapolis native and leader in

numerous Minnesota business and community organizations.

As principal of JL Holdings since 1989, Mr.

Lahti has provided funding and

management leadership to several early-stage or distressed companies.

From 1993 to 2002, he held the positions of chief operating officer,

president, chief executive officer and chairman at Shuffle Master, Inc., a company that provided innovative products to the gaming

Lahti served as Chairman of the Board of PokerTek, Inc., a publicly traded company sold in October 2014, and he

also served as an independent director and Chairman of AFAM Capital until October of 2018 and then as Chairman of the Board of Innealta,

an investment manager.

Within the past five years Mr.

Lahti served on the board of directors of Voyager

Oil & Gas, Inc., and more than five years ago Mr.

Lahti served as the Chairman of the Board of directors of Shuffle Master, Inc.

and served on the board of directors

of Zomax, Inc.

Through his public company Board experience, he has participated on, and chaired, both Audit and Compensation

Lahti has been a director of Black Ridge Acquisition Corp.

since May 2017.

Lahti’s

qualifications:

Leadership experience –

and served on the board of directors of Zomax, Inc.

Through his public company Board experience, he has participated on, and chaired,

both Audit and Compensation Committees.

Lahti has been a director of Allied Esports Entertainment Inc.

(AESE) (fka Black Ridge

Acquisition Corp.) since May 2017.

Lahti’s qualifications:

experience –

Lahti is a principal of JL Holdings (1989 to present).

serves as Chairman of AFAM Capital.

He recently served as Chairman of the Board of PokerTek, Inc., a publicly traded company.

He served as chief executive officer and chairman of Shuffle Master, Inc., a publicly traded company (1997-2002).

Industry experience –

Lahti has participated as an independent director in several

public companies in a variety of other industries, including serving as an independent director of Voyager Oil & Gas, Inc.

and serving as the compensation committee chair for Voyager Oil & Gas, Inc.

and Poker Tek, Inc.

and compensation

committee member of Zomax Inc.

and several private companies.

Education experience –

Lahti holds Bachelor of Arts degree in economics from Harvard

Berman was appointed as a director of the Company to fill a newly-created directorship seat on October 26, 2016 and was

appointed to our audit committee on December 12, 2016.

Berman began his career with Berman Buckskin, his family's leather business.

Lahti served as Chairman of AFAM Capital.

He served as Chairman of the Board of PokerTek, Inc., a publicly traded company.

He served as chief executive officer and chairman

of Shuffle Master, Inc., a publicly traded company (1997-2002).

experience –

Lahti holds Bachelor of Arts degree in economics from Harvard University.

Berman has been a director of the Company since October 26, 2016.

Berman began his career with Berman Buckskin, his family's

leather business.

He helped grow the business into a major specialty retailer with 27 outlets.

1 unchanged sentence

Buckskin to WJL Grace in 1979, Mr.

Berman continued as President and Chief Executive Officer and led the company to become one

the county's largest retail leather chains, with over 200 stores nationwide.

Berman participated

in the founding of Grand Casinos, Inc.

Berman is credited as one of the early visionaries in the development of casinos outside

of the traditional gaming markets of Las Vegas and Atlantic City.

In less than five years, the company opened eight casino resorts

in four states.

Berman continued as President and Chief Executive Officer and led the company to become one the county's

largest retail leather chains, with over 200 stores nationwide.

Berman participated in the founding

of Grand Casinos, Inc.

Berman is credited as one of the early visionaries in the development of casinos outside of the traditional

gaming markets of Las Vegas and Atlantic City.

In less than five years, the company opened eight casino resorts in four states.

Berman financed the initial development of Rainforest Cafe.

He served as the Chairman and CEO from

1994 unti1 2000.

In October 1995, Mr.

He served as the Chairman and CEO from 1994 unti1 2000.

In October 1995,

Berman was honored with the B'nai B'rith "Great American Traditions Award."

April 1996, he received the Gaming Executive of the Year Award;

In April 1996, he received the Gaming Executive

of the Year Award;

Berman was inducted into the Poker Hall of Fame;

in 2009, he received the Casino Lifetime Achievement Award from Raving Consulting & Casino Journal.

In 1998, Lakes Entertainment,

and in 2009, he received the Casino Lifetime Achievement

Award from Raving Consulting & Casino Journal.

In 1998, Lakes Entertainment, Inc.

2002, as Chairman of the Board and CEO of Lakes Entertainment, Inc., Mr.

2 unchanged sentences

(later known as Voyager Oil & Gas, Inc.

Emerald Oil, Inc.) from its inception in February 2002 until July 2013.

Oil, Inc.) from its inception in February 2002 until July 2013.

Berman also served as a director of PokerTek, Inc.

from January 2005 until October 2014, including serving as Chairman of the Board from January 2005 until October 2011.

Berman has been a director of Black Ridge Acquisition Corp.

since May 2017.

Bradley Berman,

who is the chairman of our Board of Directors, is Mr.

from January 2005

until October 2014, including serving as Chairman of the Board from January 2005 until October 2011.

Berman has been a director

of Allied Esports Entertainment Inc.

(AESE) (fka Black Ridge Acquisition Corp.) since May 2017.

Bradley Berman, who is

the chairman of our Board of Directors, is Mr.

Lyle Berman’s son.

Berman’s

qualifications:

Berman’s qualifications:

Leadership experience –

Berman served as Chairman of the Board and CEO of Lakes Entertainment,

Berman served as Chairman of the Board and

CEO of Lakes Entertainment, Inc.

He served as the Chairman of the Board of Directors of Grand Casinos, Inc.

(the predecessor to Lakes) (1991-1998).

(the predecessor

to Lakes) (1991-1998).

He served as the Executive Chairman of the Board of WPT Enterprises, Inc.

(later known as Voyager Oil & Gas, Inc.

Oil, Inc.) (2002-2013).

(later known as Voyager Oil & Gas,

and Emerald Oil, Inc.) (2002-2013).

He served as Chairman of the Board of PokerTek, Inc.

He served as Chairman of the Board and

Chief Executive Officer of Rainforest Café, Inc.

Berman currently serves on the Board of Directors of Golden

Entertainment, Inc., Redstone American Grill, Inc., Black Ridge Acquisition Corp., Augeo Affinity Marketing, Inc., Poker52, LLC,

LubeZone, Inc., and Mill City Ventures, Ltd.

Industry experience –

He served as the Executive Chairman of the Board of Voyager Oil &

(later known as Emerald Oil, Inc.) (2010-2013).

Education experience –

Berman holds a degree in Business Administration from the University

of Minnesota.

No director is required

to make any specific amount or percentage of his business time available to us.

Each of our officers intends to devote such amount

of his or her time to our affairs as is required or deemed appropriate.

He served as Chairman

of the Board and Chief Executive Officer of Rainforest Café, Inc.

Berman currently

serves on the Board of Directors of Golden Entertainment, Inc., Redstone American Grill, Inc., Allied Esports Entertainment Inc., Augeo

Affinity Marketing, Inc., Poker52, LLC, LubeZone, Inc., and Mill City Ventures, Ltd.

experience –

Berman holds a degree in Business Administration from the University of Minnesota.

Greg Creed was

appointed as a director of the Company on October 1, 2020.

Creed was Chief Executive Officer of Yum!

from January 2015 to December 2019 and served as a Director of the Board from November 2014 to May 2020.

Creed retired after a successful

25-year career with the Company.

He has more than 40 years of extensive global experience in marketing and operations with leading packaged

goods and restaurant brands.

Previously, Mr.

head of Taco Bell, the nation’s leading Mexican-style quick service restaurant chain.

He was appointed Chief Executive Officer of

Taco Bell in early 2011 after serving as President and Chief Concept Officer and was responsible for driving overall brand strategy and

performance of the business in the U.S.

and internationally.

He has held various roles with the Company including Chief Marketing Officer

at Taco Bell where he spearheaded the “Think Outside the Bun”

campaign and new product introductions that generated strong

sales and profit growth for five consecutive years, as well as Chief Operating Officer for Yum!.

Creed earned a business

degree from Queensland University of Technology (QUT) in Brisbane, Australia, was named the 2014 QUT Alumnus of the Year, was awarded

an honorary doctorate in 2019 and currently serves as President of The Friends of QUT in America Foundation.

He serves on the Board of

Directors for Whirlpool Corporation where he chairs the Human Resources Committee, Aramark Corporation, NetBase Quid and Girls Inc.

is also a member of the American Society of Corporate Executives (ASCE).

Creed’s qualifications:

experience –Mr.

Creed was Chief Executive Officer of Yum!

Brands from January 2015 to December 2019 and served as a Director of

the Board from November 2014 to May 2020.

Previously, Mr.

Creed was head of Taco Bell, the nation’s leading Mexican-style quick

service restaurant chain.

He was appointed Chief Executive Officer of Taco Bell in early 2011 after serving as President and Chief Concept

experience - Mr.

Creed earned a business degree from Queensland University of Technology (QUT) in Brisbane, Australia.

Chris Ludeman has

been our director and has served as Chairperson of the Audit Committee since January 27, 2021.

Chris Ludeman is Global President

of Capital Markets for CBRE, the world’s leading commercial real estate services firm and one of the largest U.S.-based public companies.

Ludeman drives the company’s advisory business for investors, including responsibility for equity sales, debt and structured

finance and real estate investment banking, both globally and in the Americas.

He serves as a member of the Global Operating Committee

and the Americas Operations Management Board.

During his more than three

decades in the real estate services industry and with CBRE, Mr.

Ludeman has served in several key management roles, including serving

as the president of various businesses including Brokerage, Transaction Management and Global Corporate Services.

In these roles, Mr.

Ludeman was responsible for all transaction units in the Americas as well as corporate outsourcing functions such as facilities management,

project management, lease administration, transaction management and research and consulting.

Prior to his national and international

Ludeman served in several regional and local market leadership positions across the United States.

Ludeman’s qualifications:

experience –Mr.

Ludeman is Global President of Capital Markets for CBRE, with responsibility for equity sales, debt and structured

finance and real estate investment banking, both globally and in the Americas.

experience –

During his more than three decades in the real estate services industry and with CBRE, Mr.

Ludeman has served in several

key management roles, including serving as the president of various businesses including Brokerage, Transaction Management and Global

Corporate Services.

experience –

Ludeman earned a Bachelor of Arts degree from the University of California, Santa Barbara.

No director is required to

make any specific amount or percentage of his business time available to us.

Each of our officers intends to devote such amount of his

or her time to our affairs as is required or deemed appropriate.

CORPORATE GOVERNANCE

Director Selection Process

The Company does not

have a standing nominating committee, but rather the Board of Directors as a whole considers director nominees.

The Board of Directors

has determined this is appropriate given the size of the Board of Directors and the Company’s current size.

The Board will

consider candidates suggested by its members, other directors, senior management and stockholders in anticipation of upcoming elections

and actual or expected board vacancies.

The Board of Directors has not adopted a formal diversity policy or established specific

minimum criteria or qualifications because from time to time the needs of the Board and the Company may change.

All candidates,

including those recommended by stockholders, are evaluated on the same basis in light of the entirety of their credentials and

the needs of the Board of Directors and the Company.

Of particular importance is the candidate’s wisdom, integrity, ability

to make independent analytical inquiries, understanding of the business environment in which the Company operates, as well as his

or her potential contribution to the diversity of the Board of Directors and his or her willingness to devote adequate time to

fulfill his or her duties as a director.

The Board of Directors will consider director candidates recommended by the Company’s

stockholders.

Stockholders may recommend director candidates by contacting the Chairman of the Board as provided under the heading

“Communications with the Board of Directors.”

The Company did not employ a search firm or pay fees to other third parties

in connection with seeking or evaluating board nominee candidates.

The Company does not have

a standing nominating committee, but rather the Board of Directors as a whole considers director nominees.

The Board of Directors has

determined this is appropriate given the size of the Board of Directors and the Company’s current size.

The Board will consider

candidates suggested by its members, other directors, senior management and stockholders in anticipation of upcoming elections and actual

or expected board vacancies.

The Board of Directors has not adopted a formal diversity policy or established specific minimum criteria

or qualifications because from time to time the needs of the Board and the Company may change.

All candidates, including those recommended

by stockholders, are evaluated on the same basis in light of the entirety of their credentials and the needs of the Board of Directors

and the Company.

Of particular importance is the candidate’s wisdom, integrity, ability to make independent analytical inquiries,

understanding of the business environment in which the Company operates, as well as his or her potential contribution to the diversity

of the Board of Directors and his or her willingness to devote adequate time to fulfill his or her duties as a director.

Directors will consider director candidates recommended by the Company’s stockholders.

Stockholders may recommend director candidates

by contacting the Chairman of the Board as provided under the heading “Communications with the Board of Directors.”

did not employ a search firm or pay fees to other third parties in connection with seeking or evaluating board nominee candidates.

Board and Committee Meetings

During the year ended

December 31, 2019, the Board of Directors held four meetings, the Audit Committee held four meetings, and the Compensation

Committee held no meetings.

Each of our elected Directors attended at least 75% of all meetings of the Board of Directors and the

committees on which he served during the year.

During the year ended December 31, 2020,

the Board of Directors held eight meetings, the Audit Committee held five meetings.

The Company does not have a separate Compensation

Each of our elected Directors attended at least 75% of all meetings of the Board of Directors and the committees on which he

served during the year.

Annual Meeting Attendance

The Company did not

hold an annual meeting of stockholders in 2019.

If the Company holds an annual meeting of stockholders in the future, the Board

of Directors will encourage Directors to attend such annual meeting.

The Company did not hold an

annual meeting of stockholders in 2020.

If the Company holds an annual meeting of stockholders in the future, the Board of Directors will

encourage Directors to attend such annual meeting.

Board Leadership Structure

Our Board of Directors

has no formal policy with respect to separation of the positions of Chairman and Chief Executive Officer or with respect to whether

the Chairman should be a member of management or an independent director, and believes that these are matters that should be discussed

and determined by the Board from time to time based on the position and direction of the Company and the membership of the Board.

The Board has determined that having Bradley Berman serve as Chairman is in the best interest of the Company’s stockholders

at this time due to his extensive knowledge of the Company.

Further, the separation of the Chairman and Chief Executive Officer

positions allows the Chief Executive Officer to focus on the management of the Company’s day-to-day operations.

Our Board of Directors has

no formal policy with respect to separation of the positions of Chairman and Chief Executive Officer or with respect to whether the Chairman

should be a member of management or an independent director, and believes that these are matters that should be discussed and determined

by the Board from time to time based on the position and direction of the Company and the membership of the Board.

The Board has determined

that having Ira Goldfarb serve as Chairman and Claudia Goldfarb as the CEO is in the best interest of the Company’s stockholders

at this time.

Risk Management

Our Board of Directors

believes that risk management is an important component of the Company’s corporate strategy.

The Board, as a whole, oversees

our risk management process, and discusses and reviews with management major policies with respect to risk assessment and risk

The Board is regularly informed through its interactions with management and committee reports about risks we currently

face, as well as the most likely areas of future risk, in the course of our business including economic, financial, operational,

legal and regulatory risks.

Our Board of Directors believes

that risk management is an important component of the Company’s corporate strategy.

The Board, as a whole, oversees our risk management

process, and discusses and reviews with management major policies with respect to risk assessment and risk management.

The Board is regularly

informed through its interactions with management and committee reports about risks we currently face, as well as the most likely areas

of future risk, in the course of our business including economic, financial, operational, legal and regulatory risks.

Communications with the Board of Directors

Stockholders and other

interested persons seeking to communicate directly with the Board of Directors, the independent directors as a group or any of

the Audit or Compensation Committees of the Board of Directors, should submit their written comments c/o Corporate Secretary at

our principal executive offices at 110 North Fifth Street, Suite 410, Minneapolis MN 55403 and should indicate in the address whether

the communication is intended for the Chairman of the Board, the Independent Directors or a Committee Chair.

The Chairman of the

Board will review any such communication at the next regularly scheduled Board of Directors meeting unless, in his or her judgment,

earlier communication to the Board of Directors is warranted.

At the direction of

the Board of Directors, we reserve the right to screen all materials sent to its directors for potential security risks, harassment

purposes or routine solicitations.

Stockholders and other interested

persons seeking to communicate directly with the Board of Directors, the independent directors as a group or the Audit Committee of the

Board of Directors, should submit their written comments c/o Corporate Secretary at our principal executive offices at 1440 N Union Bower

Rd, Irving, TX 75061 and should indicate in the address whether the communication is intended for the Chairman of the Board, the Independent

Directors or a Committee Chair.

The Chairman of the Board will review any such communication at the next regularly scheduled Board of

Directors meeting unless, in his or her judgment, earlier communication to the Board of Directors is warranted.

At the direction of the Board

of Directors, we reserve the right to screen all materials sent to its directors for potential security risks, harassment purposes or

routine solicitations.

Code of Ethics

Our Board of Directors

has adopted a Code of Ethics which applies to our directors, Chief Executive Officer, Chief Financial Officer and other Company

employees who perform similar functions.

Our Board of Directors has

adopted a Code of Ethics which applies to our directors, Chief Executive Officer, Chief Financial Officer and other Company employees

who perform similar functions.

EXECUTIVE COMPENSATION

Compensation Overview

We currently qualify

as a “smaller reporting company”

as such term is defined in Rule 405 of the Securities Act and Item 10 of Regulation

Accordingly, and in accordance with relevant SEC rules and guidance, we have elected, with respect to the disclosures required

by Item 402 (Executive Compensation) of Regulation S-K, to comply with the disclosure requirements applicable to smaller reporting

We currently qualify as a

“smaller reporting company”

as such term is defined in Rule 405 of the Securities Act and Item 10 of Regulation S-K.

Accordingly, and in accordance with relevant SEC rules and guidance, we have elected, with respect to the disclosures required by Item

402 (Executive Compensation) of Regulation S-K, to comply with the disclosure requirements applicable to smaller reporting companies.

The following Compensation Overview is not comparable to the “Compensation Discussion and Analysis”

is required of SEC reporting companies that are not smaller reporting companies.

that is required of SEC

reporting companies that are not smaller reporting companies.

The following Compensation

Overview describes the material elements of compensation for our executive officers identified in the Summary Compensation Table

(“Named Executive Officers”), and executive officers that we may hire in the future.

As more fully described below,

our board’s compensation committee reviews and recommends policies, practices, and procedures relating to the total direct

compensation of our executive officers, including the Named Executive Officers, and the establishment and administration of certain

of our employee benefit plans to our board of directors.

Overview describes the material elements of compensation for our executive officers identified in the Summary Compensation Table (“Named

Executive Officers”), and executive officers that we may hire in the future.

As more fully described below, our board of directors

reviews and recommends policies, practices, and procedures relating to the total direct compensation of our executive officers, including

the Named Executive Officers, and the establishment and administration of certain of our employee benefit plans to our board of directors.

Compensation Program Objectives and Rewards

Our compensation philosophy

is based on the premise of attracting, retaining, and motivating exceptional leaders, setting high goals, working toward the common

objectives of meeting the expectations of customers and stockholders, and rewarding outstanding performance.

Following this philosophy,

we consider all relevant factors in determining executive compensation, including the competition for talent, our desire to link

pay with performance, the use of equity to align executive interests with those of our stockholders, individual contributions,

teamwork, and each executive’s total compensation package.

We strive to accomplish these objectives by compensating all executives

with compensation packages consisting of a combination of competitive base salary and incentive compensation.

is based on the premise of attracting, retaining, and motivating exceptional leaders, setting high goals, working toward the common objectives

of meeting the expectations of customers and stockholders, and rewarding outstanding performance.

Following this philosophy, we consider

all relevant factors in determining executive compensation, including the competition for talent, our desire to link pay with performance,

the use of equity to align executive interests with those of our stockholders, individual contributions, teamwork, and each executive’s

total compensation package.

We strive to accomplish these objectives by compensating all executives with compensation packages consisting

of a combination of competitive base salary and incentive compensation.

The compensation received

by our Named Executive Officers is based primarily on the levels at which we can afford to retain them and their responsibilities

and individual contributions.

Our compensation policy also reflects our strategy of minimizing general and administration expenses

and utilizing independent professional consultants.

Our compensation committee and board of directors apply the compensation philosophy

and policies described below to determine the compensation of Named Executive Officers.

The primary purpose

of the compensation and benefits we consider is to attract, retain, and motivate highly talented individuals who will engage in

the behavior necessary to enable us to succeed in our mission, while upholding our values in a highly competitive marketplace.

Different elements are designed to engender different behaviors, and the actual incentive amounts which may be awarded to each

Named Executive Officer are subject to the annual review of our compensation committee who will make recommendations regarding

compensation to our board of directors.

The following is a brief description of the key elements of our planned executive compensation

by our Named Executive Officers is based primarily on the levels at which we can afford to retain them and their responsibilities and

individual contributions.

Our compensation policy also reflects our strategy of minimizing general and administration expenses and utilizing

independent professional consultants.

Our board of directors apply the compensation philosophy and policies described below to determine

the compensation of Named Executive Officers.

The primary purpose of the

compensation and benefits we consider is to attract, retain, and motivate highly talented individuals who will engage in the behavior

necessary to enable us to succeed in our mission, while upholding our values in a highly competitive marketplace.

Different elements are

designed to engender different behaviors, and the actual incentive amounts which may be awarded to each Named Executive Officer are subject

to the annual review of our board of directors who will make recommendations regarding compensation to our board of directors.

The following

is a brief description of the key elements of our planned executive compensation structure.

Base salary and benefits are designed to attract and retain employees over time.

Incentive compensation awards are designed to focus employees on the business objectives for a

particular year.

Incentive compensation awards are designed to focus employees on the business objectives for a particular

Equity incentive awards, such as stock options and non-vested stock, focus executives’

on the behaviors within the recipients’

control that they believe are designed to ensure our long-term success as reflected

in increases to our stock prices over a period of several years, growth in our profitability and other elements.

the behaviors within the recipients’

control that they believe are designed to ensure our long-term success as reflected in increases

to our stock prices over a period of several years, growth in our profitability and other elements.

Severance and change in control plans are designed to facilitate a company’s ability to attract

and retain executives as we compete for talented employees in a marketplace where such protections are commonly offered.

We have not yet adopted

benchmarking but may do so in the future.

When making compensation decisions, our compensation committee and board of directors

may compare each element of compensation paid to our Named Executive Officers against a report showing comparable compensation

metrics from a group that includes both publicly-traded and privately-held companies.

Our board believes that while such peer group

benchmarks are a point of reference for measurement, they are not necessarily a determining factor in setting executive compensation.

Each executive officer’s compensation relative to the benchmark varies based on the scope of responsibility and time in the

We have not yet formally established our peer group for this purpose.

We have not yet adopted benchmarking

but may do so in the future.

When making compensation decisions, our board of directors may compare each element of compensation paid

to our Named Executive Officers against a report showing comparable compensation metrics from a group that includes both publicly-traded

and privately-held companies.

Our board believes that while such peer group benchmarks are a point of reference for measurement, they

are not necessarily a determining factor in setting executive compensation.

Each executive officer’s compensation relative to the

benchmark varies based on the scope of responsibility and time in the position.

We have not yet formally established our peer group for

this purpose.

The Elements of The Company’s Compensation Program

Executive officer base

salaries are based on job responsibilities and individual contribution.

Our compensation committee and board of directors review

the base salaries of our executive officers, including our Named Executive Officers, considering factors such as corporate progress

toward achieving objectives (without reference to any specific performance-related targets) and individual performance experience

and expertise.

Other than the Change of Control Agreements described below, Ken DeCubellis is our only Named Executive Officer

that has an employment agreement with us.

We entered into an employment agreement with Ken DeCubellis on September 24, 2019 under

which he serves as our Chief Executive Officer.

Executive officer base salaries

are based on job responsibilities and individual contribution.

Our board of directors review the base salaries of our executive officers,

including our Named Executive Officers, considering factors such as corporate progress toward achieving objectives (without reference

to any specific performance-related targets) and individual performance experience and expertise.

Claudia Goldfarb, Ira Goldfarb and Brad

Burke are our only Named Executive Officers that have an employment agreement with us.

We entered into an employment agreement with Claudia Goldfarb on October 1, 2020, which was amended on

January 4, 2021, under which she serves as our Chief Executive Officer.

Pursuant to the employment agreement,

Goldfarb (a) for the period beginning on October 1, 2020 and ending December 31, 2021, the issuance of 5,541 shares of

the Company’s common stock per month, and (b) beginning on January 1, 2022, a base salary payable in monthly increments in an amount

equal to the base salary of $292,500 per year through at least October 1, 2025, subject to annual 10% increases.

We entered into an employment agreement with Ira Goldfarb on October 1, 2020, which was amended on January 4,

2021, under which he serves as our Executive Chairman of the Board.

Pursuant to the employment agreement, we

Goldfarb (a) for the period beginning on the Closing Date and ending December 31, 2021, the issuance of 6,044 shares of the Company’s

common stock per month, and (b) beginning on January 1, 2022, a base salary payable in monthly increments in an amount equal to the base

salary of $330,000 per year through at least October 1, 2025, subject to annual 10% increases.

We entered into an employment agreement with Brad Burke on December 28, 2020, under which she serves as

our Chief Financial Officer.

Pursuant to the employment agreement, we pay Mr.

an annual base salary of $300,000 through at least August 9, 2021.

At the Company’s election, the payments may be made in

cash, through the transfer of shares of AESE stock held by Black Ridge, or a combination thereof.

Burke an annual base salary of

$275,000, commencing January 1, 2021 through at least December 31, 2023.

From October 5, 2020 through December 31, 2020, we paid Mr.

at the rate of $22,917 per month.

Additional factors reviewed

by our compensation committee and board of directors in determining appropriate base salary levels and raises include subjective

factors related to corporate and individual performance.

For the year ended December 31, 2019, all executive officer

base salary decisions were approved by the board of directors.

Our compensation committee

determines and then recommends to the whole board base salaries for the Named Executive Officers at the beginning of each fiscal

The compensation committee proposes new base salary amounts, if appropriate, based on its evaluation of individual performance

and expected future contributions.

The board of directors then approves base salary amounts for the fiscal year.

We do not make

matching contributions to the 401(k) Plan.

by our board of directors in determining appropriate base salary levels and raises include subjective factors related to corporate and

individual performance.

For the year ended December 31, 2020, all executive officer base salary decisions were approved by the

board of directors.

We do not make matching contributions

to the 401(k) Plan.

Incentive Compensation Awards

No bonuses were granted

in 2019 or 2018.

If our revenue grows,

industry conditions improve, and bonuses become affordable and justifiable, we expect to use the following parameters in justifying

and quantifying bonuses for our Named Executive Officers and other officers of the Company:

(1) the growth in our revenue, (2)

the growth in our earnings before interest, taxes, depreciation and amortization, as adjusted (“EBITDA”), and (3) our

The board has not adopted specific performance goals and target bonus amounts, but may do so in the future.

Other than the Management

Incentive Plan Awards described below, no bonuses were granted in 2020 or 2019.

If our revenue grows and bonuses

become affordable and justifiable, we expect to use the following parameters in justifying and quantifying bonuses for our Named Executive

Officers and other officers of the Company:

(1) the growth in our revenue, (2) the growth in our earnings before interest, taxes, depreciation

and amortization, as adjusted (“EBITDA”), and (3) our stock price.

The board has not adopted specific performance goals and

target bonus amounts, but may do so in the future.

Equity Incentive Awards

Effective June 10, 2010,

as amended on February 22, 2011 and March 2, 2012, our board of directors adopted the Amended and Restated

2012 Stock Incentive Plan (the 2012 Plan) under which a total of 25,000 shares of our common stock (as adjusted for the reverse

stock split) have been reserved for issuance as restricted stock or pursuant to the grant and exercise of stock options.

Plan has been approved by the holders of a majority of our outstanding shares.

Effective December 12, 2016, our board of

directors adopted the 2016 Non-Qualified Stock Option Plan (the 2016 Plan) under which a total of 12,712 shares of our common stock

(as adjusted for the reverse stock split) have been reserved for issuance pursuant to the grant and exercise of non-qualified stock

On March 1, 2018, the

Board of Directors (the “Board”) of the Company approved and adopted the Black Ridge Oil & Gas, Inc.

2018 Management

Incentive Plan (the “Plan”) and the form of 2018 Management Incentive Plan Award Agreement (the “Award Agreement”).

In connection with

the approval of the Plan and Award Agreement, the Board approved the issuance of awards (the “Awards”) to certain individuals

including officers and directors (the “Grantees”), representing a percentage of the shares of BRAC held by the Company

as of the date of closing of a business combination for the acquisition of a target business as described in the BRAC prospectus

dated October 4, 2017, as follows:

as amended on February 22, 2011 and March 2, 2012, our board of directors adopted the Amended and Restated 2012 Stock

Incentive Plan (the 2012 Plan) under which a total of 25,000 shares of our common stock (as adjusted for the reverse stock split) have

been reserved for issuance as restricted stock or pursuant to the grant and exercise of stock options.

The 2012 Plan has been approved

by the holders of a majority of our outstanding shares.

Effective December 12, 2016, our board of directors

adopted the 2016 Non-Qualified Stock Option Plan (the 2016 Plan) under which a total of 12,712 shares of our common stock (as adjusted

for the reverse stock split) have been reserved for issuance pursuant to the grant and exercise of non-qualified stock options.

On March 1, 2018, the Board

of Directors (the “Board”) of the Company approved and adopted the Black Ridge Oil & Gas, Inc.

2018 Management Incentive

Plan (the “Plan”) and the form of 2018 Management Incentive Plan Award Agreement (the “Award Agreement”).

In connection with the approval

of the Plan and Award Agreement, the Board approved the issuance of awards (the “Awards”) to certain individuals including

officers and directors (the “Grantees”), representing a percentage of the shares of BRAC held by the Company as of the date

of closing of a business combination for the acquisition of a target business as described in the BRAC prospectus dated October 4, 2017,

Percentage of BRAC Shares Owned by the

5 unchanged sentences

We believe equity incentive

awards motivate our employees to work to improve our business and stock price performance, thereby further linking the interests

of our senior management and our stockholders.

The board considers several factors in determining whether awards are granted to

an executive officer, including those previously described, as well as the executive’s position, his or her performance and

responsibilities, and the amount of options or other awards, if any, currently held by the officer and their vesting schedule.

Our policy prohibits backdating options or granting them retroactively.

awards motivate our employees to work to improve our business and stock price performance, thereby further linking the interests of our

senior management and our stockholders.

The board considers several factors in determining whether awards are granted to an executive

officer, including those previously described, as well as the executive’s position, his or her performance and responsibilities,

and the number of options or other awards, if any, currently held by the officer and their vesting schedule.

Our policy prohibits backdating

options or granting them retroactively.

Effective December 5, 2019,

as amended on October 1, 2020, January 4, 2021 and again on March 19, 2021, our board of directors adopted the 2020 Stock

Incentive Plan (the “2020 Plan”) under which a total of 814,150 shares of our common stock have been reserved for issuance

pursuant to the grant and exercise of stock options.

The amendments remain subject to shareholder approval,

to be provided, if at all, by October 1, 2021.

Benefits and Prerequisites

At this stage of our

business we have benefits that are generally comparable to those offered by other small private and public companies and no prerequisites

for our employees.

At this stage of our business,

we have benefits that are generally comparable to those offered by other small private and public companies and no prerequisites for our

Other than a 401(k) Plan, we do not have any other retirement plan for our Named Executive Officers.

adopt these plans and confer other fringe benefits for our executive officers in the future.

Separation and Change in Control Arrangements

We entered into an

employment agreement with Ken DeCubellis on September 24, 2019 under which he serves as our Chief Executive Officer.

to the employment agreement, we pay Mr.

DeCubellis an annual base salary of $300,000 through at least August 9, 2021.

At the Company’s

election, the payments may be made in cash, through the transfer of shares of AESE stock held by Black Ridge, or a combination

We do not have any employment agreements with any other executive officer or employee of the Company.

as of the date of this filing, we have entered into Change of Control Agreements (the “CIC Agreements”) with executives,

Ken DeCubellis and Michael Eisele.

The CIC Agreements provide that, in the event that (i) the executive is terminated, other than

for cause, disability, or death, or (ii) there is a “Change in Circumstances”, in either case within 12 months of a

“Change in Control,”

then the executive is entitled to receive his annual salary in regular distributions over the

course of the next 12 months, to take part in the Company’s health and dental group policies, and to receive the same employer

contributions for health and dental coverage that the Company provides to its other executive employees as of the executive’s

last day of employment with the Company.

For purposes of the

CIC Agreements, a “Change in Control”

is broadly defined to include the acquisition by any person, entity, or group

of at least 33% of the Company’s outstanding voting securities entitled to vote for the election of directors (excluding

equity offerings), a turnover of at least a majority of the board seats from the date of the Change in Control Agreement (subject

to exceptions for new board members who are approved by a majority of incumbent directors), and approval by our stockholders of

a major corporate transaction such as a sale of substantially all of the Company’s assets, liquidation or dissolution of

the Company, or a merger or consolidation in which our stockholders hold 50% or less of the equity in the surviving entity.

A “Change in

Circumstances”

is defined by the Change in Control Agreements to include demotions or substantial changes in material duties,

salary reductions that are not applied equally to other similarly situated executives, required relocation to a destination more

than 50 miles away, a substantial reduction in benefits and perquisites, or any other material change in the terms and conditions

of the applicable executive’s employment.

In order for a Change in Circumstances to give rise to the Company’s obligation

to provide severance and the benefits described above to an executive, the executive must object to the Change in Circumstances

within 30 days of its occurrence.

We may adopt these plans

and confer other fringe benefits for our executive officers in the future.

Separation Arrangements

Effective September 30, 2020,

the Company entered into an Amended and Restated Employment Agreement with Ken DeCubellis (the “A&R DeCubellis Employment Agreement”),

pursuant to which Mr.

DeCubellis stepped down from his roles as the Company’s Chief Executive Officer and interim Chief Financial

Under the A&R DeCubellis Employment Agreement, Mr.

DeCubellis served as a transition resource employee and assist with

the integration of the Seller’s freeze-dried fruit business into the Company's existing operations through December 15, 2020.

In exchange for Mr.

DeCubellis’

continued service to the Company, the Company agreed to pay Mr.

DeCubellis an annual base salary

rate of $300,000 (“Base Salary”).

Following his termination

and receipt of release, Mr.

DeCubellis is entitled to ongoingpayments at the Base Salary rate from December 15, 2020 through September

The payments may be made in a combination of cash and AESE Stock, at the Company’s election.

In addition, certain stock

options granted by the Company that would otherwise have been forfeited upon separation from employment have fully vest.

The foregoing summary of the

A&R DeCubellis Employment Agreement is qualified in its entirety by reference to the full text of the agreement, a copy of which will

be filed as an exhibit to the Company’s Form 10-Q for the period in which the agreement was entered into.

Departure of Chief Operating

Officer, Michael Eisele

Effective September 30, 2020,

and as a condition to closing of the Asset Purchase Agreement, the Company terminated the employment of its Chief Operating Officer, Michael

In connection with the termination, the Company and Mr.

Eisele entered into a Separation Agreement and Release (the “Eisele

Separation Agreement”) under which Mr.

Eisele agreed to a customary release in exchange for severance compensation as follows:

the continuation of Mr.

Eisele’s annual base salary for the twelve (12) month period following the effective date, payable bi-weekly through September 30, 2021;

immediate and full vesting of all outstanding unvested incentive and non-qualified stock options awarded from the date of grant through the date of separation.

The Separation Agreement

contains a release and certain restrictive covenants that are binding upon Mr.

Executive Officer Compensation

The following table

sets forth the total compensation paid in all forms to our named executive officers of the Company during the periods indicated:

The following table sets forth

the total compensation paid in all forms to our named executive officers of the Company during the periods indicated:

Summary Compensation Table

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Principal Position

Compensation (6)

Ira Goldfarb, (1)

Executive Chairman

Claudia Goldfarb, (2)

Chief Executive Officer

Michael Eisele,

Chief Operating Officer

Brad Burke, (3)

Chief Financial Officer

DeCubellis, (4)

Former Chief Executive Officer

Michael Eisele, (5)

Former Chief Operating Officer

Goldfarb was appointed Executive Chairman of the Board of Directors on October 1, 2020.

We have agreed to compensate Mr.

Goldfarb a total

of $330,000 in cash per year commencing on January 1, 2022, and 6,044 shares per month through December 31, 2021.

On January 4, 2021,

we issued 18,133 shares for Mr.

Goldfarb’s services in 2020.

On October 2, 2020, we granted Mr.

Goldfarb an option to purchase 50,000

shares of common stock at an exercise price of $5.25 per share.

The estimated value using the Black-Scholes Pricing Model, based on a

volatility rate of 533% and a call option value of $5.2102, was $260,509.

On December 28, 2020, we granted Mr.

Goldfarb an option to purchase

16,500 shares of common stock at an exercise price of $4.00 per share.

The estimated value using the Black-Scholes Pricing Model, based

on a volatility rate of 201% and a call option value of $3.9657, was $65,435.

Goldfarb was appointed Chief

Executive Officer on October 1, 2020.

We have agreed to compensate Mrs.

Goldfarb a total of $292,500 in cash per year commencing on January

1, 2022, and 5,541 shares per month through December 31, 2021.

On January 4, 2021, we issued 16,623 shares for Mrs.

Goldfarb’s services

On October 2, 2020, we granted Mrs.

Goldfarb an option to purchase 50,000 shares of common stock at an exercise price of $5.25

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 533% and a call option value of $5.2102,

was $260,509.

On December 28, 2020, we granted Mrs.

Goldfarb an option to purchase 16,500 shares of common stock at an exercise price

of $4.00 per share.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 201% and a call option value

of $3.9657, was $65,435.

Burke was appointed Chief Financial

Officer on December 28, 2020, after serving as Interim Chief Financial Officer on an independent contractor basis from October 1, 2020.

We have agreed to compensate Mr.

Burke a total of $275,000 in cash per year.

Prior to December 28, 2020, Mr.

Burke was paid $22,917 per

month as an independent contractor.

On December 28, 2020, we granted Mr.

Burke an option to purchase 20,000 shares of common stock

at an exercise price of $4.00 per share.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 201%

and a call option value of $3.9657, was $79,455.

February 26, 2020, we granted Mr.

DeCubellis an option to purchase 60,377 shares of common stock at an exercise price of $5.41

The aggregate estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 147.98% and

a call option value of $3.7354, was $225,534.

DeCubellis resigned as our Chief Executive Officer on September 30, 2020.

(5) On February

26, 2020, we granted Mr.

Eisele an option to purchase 42,264 shares of common stock at an exercise price of $5.41 per share.

aggregate estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 147.98% and a call option value of $3.7354,

was $157,874.

Eisele resigned on September 30, 2020.

Eisele’s salary includes $135,197 of accrued

severance to be paid in 2021.

(6) All Other

Compensation consists of the fair value of 107,420 and 75,194 shares of Allied Esports Entertainment

("AESE") that were distributed to Mr.

DeCubellis and Mr.

Eisele, respectively, on August 9, 2020, pursuant to the Management

Incentive Plan that was established in 2019 .

Employment Agreements

Other than the Change

in Control Agreements described above, we have not entered into any employment agreements with our executive officers to date.

We may enter into employment agreements with them in the future.

Other than as described above,

we have not entered into any employment agreements with our executive officers to date.

We may enter into employment agreements with them

in the future.

Outstanding Equity Awards

The following table

sets forth information with respect to unexercised stock options, stock that has not vested, and equity incentive plan awards held

by our executive officers at December 31, 2019.

The following table sets forth

information with respect to unexercised stock options, stock that has not vested, and equity incentive plan awards held by our executive

officers at December 31, 2020.

Outstanding Option Awards at Fiscal Year-End

Number of Securities

Underlying Unexercised

Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

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Option Expiration Date

February 25, 2030

Chief Executive Officer

December 11, 2026

September 29, 2025

December 21, 2024

December 11, 2023

January 23, 2023

September 24, 2022

Michael Eisele,

February 25, 2030

Chief Operating Officer

Ira Goldfarb, Executive Chairman

October 1, 2030

December 27, 2030

September 29, 2025

Claudia Goldfarb, Chief Executive Officer

October 1, 2030

December 27, 2030

Brad Burke, Chief Financial Officer

December 27, 2030

July 31, 2023

January 23, 2023

August 9, 2022

Options granted on December 12, 2016, vested in three equal annual installments, commencing one year from the date of grant,

and continuing on the next two anniversaries thereof until fully vested.

Options granted on September 30, 2015, vest in five equal annual installments, commencing one year from the date of