What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-29 compared with 2021-03-31 · 612 added, 554 removed, 691 unchanged (63% of the section changed)

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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.

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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

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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

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

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, 2021.

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, 2021, 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, 2020, that materially affected, or is reasonably likely to materially affect, the Company’s internal control

over financial reporting.

Independent Registered Accountant’s Internal

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, 2021,

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

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

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Chief Executive Officer, Director

Brad Burke (1)

Chief Financial Officer

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(1) Member of audit committee.

Creed resigned as a director effective

March 28, 2022.

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.

Goldfarb is the co-founder of the freeze-dried foods business which

the Company 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.

Goldfarb’s expertise in product

research and development is underscored by her successful launch of over 200 unique products.

She 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

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 .

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 –

Claudia Goldfarb’s husband.

Goldfarb’s qualifications:

Leadership experience – Mrs.

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.

She was previously the President of Prairie Dog Pet Products and, prior to that role, the company’s Chief Operating Officer.

Finance experience – 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.

Industry experience – Mrs.

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.

Goldfarb has launched over 200 unique products, underscoring her expertise in product research and development.

Brad Burke has

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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 .

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 & Co.

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

He began his 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 2003.

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.

Goldfarb is the co-founder of the freeze-dried foods business which the Company

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 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.

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

he 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.

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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

Ira Goldfarb’s wife.

Goldfarb’s qualifications:

Leadership experience – Mr.

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.

Industry 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

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

He was 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.

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of our directors, is Mr.

Brad Berman’s father.

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.

experience –

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

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.

Brad Berman’s father.

Berman’s qualifications:

Leadership experience – Mr.

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 – Mr.

Berman is the founder and president

of King Show Games, Inc.

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 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,

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, chief financial 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 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).

Lahti served as a Director of PokerTek, Inc., a publicly traded company, from 2008 until it was sold in October

2014 (including serving as chairman of the board from 2012 to 2014), and since 2018 has been an independent director and chairman of the

board of Innealta Capital and Acclivity Capital, investment managers.

In 2021 Mr Lahti was named chairman of an early-stage company which

has created a financial services marketplace for Latin America.

Mr Lahti also served as chairman of AF Holdings, Inc, an asset manager,

until its sale in October 2018 and remains as CEO of the surviving shareholder representative company until the earn out period ends in

Previously, Mr.

Lahti also served on the board of directors of Voyager Oil & Gas, Inc.

and Zomax, Inc., and served as the chairman

of the board of directors of Shuffle Master, Inc.

Lahti’s qualifications:

Leadership experience – Mr.

Lahti is a principal of JL Holdings

(1989 to present).

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 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).

Education experience – Mr.

Lahti holds Bachelor of Arts degree

in economics from Harvard University.

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.

After selling Berman

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 financed the initial development of Rainforest Cafe.

After selling Berman Buckskin to WJL Grace in 1979, Mr.

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.

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

Berman financed the initial development of Rainforest

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."

In April 1996, he received the Gaming Executive

of the Year Award;

Berman was inducted into the Poker Hall of Fame;

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.

In October 1995, Mr.

Berman was honored with the B'nai B'rith "Great

American Traditions Award." In April 1996, he received the Gaming Executive of the Year Award;

Berman was inducted into

the Poker Hall of Fame;

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

1998, Lakes Entertainment, Inc.

In 2002, as Chairman of the

Board and CEO of Lakes Entertainment, Inc., Mr.

Berman was instrumental in creating the World Poker Tour.

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

Berman served as the Executive

Chairman of the Board of WPT Enterprises, Inc.

(later known as Voyager Oil & Gas, Inc.

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

and Emerald 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 Allied Esports Entertainment Inc.

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

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

(AESE) (fka Black Ridge Acquisition Corp.) since May 2017 and currently services as Interim Chief Executive Officer of Allied Esports

Entertainment Inc.

Bradley Berman, who is

the chairman of our Board of Directors, is Mr.

Lyle Berman’s son.

Berman’s qualifications:

Leadership experience –

Berman served as Chairman of the Board and

CEO of Lakes Entertainment, Inc.

Lyle Berman’s son.

Berman’s qualifications:

Leadership experience – Mr.

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

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

(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,

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

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

(later known as Voyager Oil & Gas, Inc.

and Emerald Oil, Inc.)

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., 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.

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.

Education experience – Mr.

Berman holds a degree in Business Administration

from the University of Minnesota.

Greg Creed was

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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.

Brands 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

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

Previously, Mr.

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

He was appointed Chief Executive Officer of

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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

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!.

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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.

Creed’s qualifications:

Leadership experience –Mr.

Creed was Chief Executive Officer of

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.

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 Officer.

Education experience - Mr.

Creed earned a business degree from Queensland

University of Technology (QUT) in Brisbane, Australia.

On March 28, 2022, Greg Creed

tendered his resignation, effective immediately, from our Board of Directors and as a member of our audit committee.

Creed will be

transitioning to the Company's Advisory Board of Directors for the remainder of his term.

Creed's resignation was not as a result

of any disagreement with the Company.

Chris Ludeman has

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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

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.

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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.

Ludeman’s qualifications:

Leadership 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.

Industry 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.

Education experience – Mr.

Ludeman earned a Bachelor of Arts degree

from the University of California, Santa Barbara.

No director is required to

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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

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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.”

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.

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During the year ended December 31, 2021,

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.

the Board of Directors held four meetings, the Audit Committee held four meetings.

The Company does not have a separate Compensation Committee.

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

Annual Meeting Attendance

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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.

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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

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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.

“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”

that is required of SEC

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

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

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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.

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· 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’

the behaviors within the recipients’

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

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

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

· 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.

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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.

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this purpose.

The Elements of The Company’s Compensation Program

Executive officer base salaries

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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

Pursuant to the employment agreement, we pay Mrs.

(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 pay Mr.

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

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Pursuant to the employment agreement, we pay Mr.

Burke an annual base salary of

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

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.

Burke at the rate of $22,917 per

Additional factors reviewed

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(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

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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

Company Granted to the Grantee

Bradley Berman

Benjamin Oehler

Kenneth DeCubellis

Michael Eisele

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 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.

The amendments were approved by a majority of shareholders of record on September

Benefits and Prerequisites

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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

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Summary Compensation Table

Non-Qualified

Principal Position

Compensation (6)

Non-Qualified

Ira Goldfarb, (1)

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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.

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.

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

Goldfarb’s services in 2020, and a total of 72,528 shares during 2021, of which 6,044 shares were subsequently issued on

March 24, 2022.

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.

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 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.

On January 4, 2021, we granted Mr.

Goldfarb an option to purchase 75,000 shares of common stock at an exercise

price of $3.70 per share.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 198% and a call option

value of $3.9412, was $295,589.

Goldfarb was appointed Chief

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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.

Goldfarb’s services

in 2020, and a total of 66,492 shares during 2021, of which 5,541 shares were subsequently issued on March 24, 2022.

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 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.

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.

4, 2021, we granted Mrs.

Goldfarb an option to purchase 75,000 shares of common stock at an exercise price of $3.70 per share.

The estimated

value using the Black-Scholes Pricing Model, based on a volatility rate of 198% and a call option value of $3.9412, was $295,589.

Burke was appointed Chief Financial

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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 .

On April 21, 2021, we granted Mr.

Burke an option to purchase 27,500 shares of common

stock at an exercise price of $5.50 per share.

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

193% and a call option value of $5.4381, was $149,547.

Employment Agreements

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Ira Goldfarb, Executive Chairman

October 1, 2030

January 3, 2031

December 27, 2030

Claudia Goldfarb, Chief Executive Officer

October 1, 2030

Claudia Goldfarb, Chief Executive Officer

January 3, 2031

December 27, 2030

October 1, 2030

Brad Burke, Chief Financial Officer

April 20, 2031

December 27, 2030

granted on October 2, 2020, vests 60% on third anniversary, 20% on fourth, and 20% on fifth anniversary.

(1) Options granted on January

4, 2021, vests 60% on third anniversary, 20% on fourth, and 20% on fifth anniversary.

(2) Options granted on December 28, 2020,

vests 60% on third anniversary, 20% on fourth, and 20% on fifth anniversary.

(3) Options granted on October

2, 2020, vests 60% on third anniversary, 20% on fourth, and 20% on fifth anniversary.

(4) Options granted on April 21, 2020,

vests 60% on third anniversary, 20% on fourth, and 20% on fifth anniversary.

Option Exercises and Stock Vested

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Director Compensation

The following table

summarizes the compensation paid or accrued by us to our directors that are not Named Executive Officers for the year ended

December 31, 2020.

The following table summarizes

the compensation paid or accrued by us to our directors that are not Named Executive Officers for the year ended December 31, 2021.

Fees Earned or Paid in Cash

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Bradley Berman (1)

Chris Ludeman (2)

Joseph Lahti (3)

1 unchanged sentence

Greg Creed (5)

______________________

On October 1, 2020, we issued Mr.

(1) On December 8, 2021, we issued

Bradley Berman 8,333 shares of common stock for annual director services.

The fair value of the

common stock was $25,002 based on the closing price of the Company’s common stock on the date of grant.

On February 26, 2020,

we granted Mr.

Bradley Berman an option to purchase 24,151 shares of common stock at an exercise price of $5.41 per share.

The estimated

value using the Black-Scholes Pricing Model, based on a volatility rate of 148% and a call option value of $3.7354, was $90,215.

(2) On October 1, 2020, we issued Mr.

Oehler a total of 6,667 shares of common stock for annual director and audit committee services.

The fair value of the common stock was

$40,002 based on the closing price of the Company’s common stock on the date of grant.

On February 26, 2020, we granted Mr.

Oehler an option to purchase 24,151 shares of common stock at an exercise price of $5.41 per share.

The estimated value using the Black-Scholes

Pricing Model, based on a volatility rate of 148% and a call option value of $3.7354, was $90,215.

Effective January 27, 2021, Mr.

tendered his resignation.

(3) On October 1, 2020, we issued Mr.

The fair value of the common stock was $25,000 based on

the closing price of the Company’s common stock on the date of grant.

(2) On December 8, 2021 and January

27, 2021, we issued Mr.

Ludeman a total of 13,333 and 6,400 shares of common stock, respectively, for annual director and audit committee

The aggregate fair value of the common stock was $80,000 based on the closing price of the Company’s common stock on the

respective grant dates.

On January 27, 2021, we granted Mr.

Ludeman an option to purchase 24,151 shares of common stock at an exercise

price of $6.25 per share.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 198% and a call option

value of $6.1794, was $149,239.

(3) On December 8, 2021, we issued

Lahti a total of 8,333 shares of common stock for annual director services.

The fair value of the common stock was $25,002 based on the

closing price of the Company’s common stock on the date of grant.

On February 26, 2020, we granted Mr.

Lahti an option to purchase

24,151 shares of common stock at an exercise price of $5.41 per share.

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

on a volatility rate of 148% and a call option value of $3.7354, was $90,215.

(4) On October 1, 2020, we issued Mr.

The fair value of the common stock was $25,000 based on

the closing price of the Company’s common stock on the date of grant.

(4) On December 8, 2021, we issued

Lyle Berman a total of 8,333 shares of common stock for annual director services.

The fair value of the common stock was $25,000 based

on the closing price of the Company’s common stock on the date of grant.

On February 26, 2020, we granted Mr.

Lyle Berman an

option to purchase 24,151 shares of common stock at an exercise price of $5.41 per share.

The estimated value using the Black-Scholes

Pricing Model, based on a volatility rate of 148% and a call option value of $3.7354, was $90,215.

(5) On October 1, 2020, we issued Mr.

on the closing price of the Company’s common stock on the date of grant.

(5) On December 8, 2021, we issued

Creed a total of 8,333 shares of common stock for annual director services.

The fair value of the common stock was $25,002 based on the

closing price of the Company’s common stock on the date of grant.

On October 1, 2020, we granted Mr.

Creed an option to purchase

24,151 shares of common stock at an exercise price of $6.00 per share.

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

on a volatility rate of 552% and a call option value of $5.9660, was $144,084.

The fair value of the common stock was $25,000 based on

the closing price of the Company’s common stock on the date of grant.

Directors are entitled to

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policy regarding board compensation, this may be subject to change by the directors.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth

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As used in the table below

and elsewhere in this form, the term “beneficial ownership”

with respect to a security consists of sole or shared voting power,

and elsewhere in this form, the term “beneficial ownership” with respect to a security consists of sole or shared voting power,

including the power to vote or direct the vote and/or sole or shared investment power, including the power to dispose or direct the disposition,

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Unless otherwise indicated, (i) each person or entity

named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all

shares of capital stock listed as owned by that person or entity, and (ii) the address of each person or entity named in the table is

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New York, NY 10018

*Indicates beneficial ownershi p of

less than 1%.

*Indicates beneficial ownership of less than 1%.

(1) Except as pursuant to applicable

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(2) Includes 1,620,973 shares held in

the name of S-FDF, LLC, which is an entity that Ira owns with his spouse, Claudia Goldfarb.

the name of S-FDF, LLC, which is an entity that Ira owns with his spouse, Claudia Goldfarb, 58,824 shares held in joint tenancy and 225,000

shares which may be purchased pursuant to warrants exercisable within 60 days of March 15, 2022 that are jointly held with his spouse,

Claudia Goldfarb.

(3) Includes 3,750 shares which may

be purchased pursuant to stock options and warrants exercisable within 60 days of March 15, 2022.

(4) Includes 1,620,973 shares held in

the name of S-FDF, LLC, which is an entity that Claudia owns with her spouse, Ira Goldfarb.

the name of S-FDF, LLC, which is an entity that Claudia owns with her spouse, Ira Goldfarb, 58,824 shares held in joint tenancy and 225,000

shares which may be purchased pursuant to warrants exercisable within 60 days of March 15, 2022 that are jointly held with her spouse,

Ira Goldfarb.

(5) Includes 37,576 shares which may

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Bradley Berman, and 6,196 shares owned by Mr.

Bradley Berman’s spouse.

(6) Includes 112,491 shares which may

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be purchased pursuant to stock options and warrants exercisable within 60 days of March 15, 2022, and 666 shares held by Mr.

Lahti’s

(8) Includes 50,000 shares held by the

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Does not include 600 shares held by Mr.

Sell’s spouse, for which Mr.

Sell disclaims beneficial ownership.

4 unchanged sentences

Related Party Transactions

Common Stock Sold for Cash

On July 2, 2021, the Company entered into a Stock

Purchase Agreement with multiple accredited investors to sell and issue to the purchasers, thereunder, an aggregate of 714,701 shares

of the Company’s common stock at a price of $4.25 per Share.

Proceeds to the Company from the sale of the Shares were $3,037,511,

of which $2,472,136 was received on June 30, 2021, and the other $565,375 was received in July 9, 2021.

The shares were all issued

on July 9, 2021.

A total of 407,204 of these shares, or proceeds of $1,730,621 were purchased by officers and directors, including

347,057 shares, or $1,474,996, received on June 30, 2021.

On February 5, 2021, the Company entered into

a Stock Purchase Agreement with multiple accredited investors to sell and issue to the purchasers an aggregate 631,250 shares of the Company’s

common stock at a price of $4.00 per share for total proceeds of $2,525,000.

A total of 225,000 of these shares, or proceeds of $900,000

were purchased by officers and directors.

Common Stock Awarded Pursuant to Business Combination

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pursuant to an Asset Purchase Agreement, between the Company and the Seller.

The issuance represented 41.18% of the Company’s issued

and outstanding common stock at the time.

The fair value of the common stock was $6,720,000 based on the closing price of the Company’s

common stock on the date of grant.

number of Seller Shares to be issued was subject to adjustment, as specified in the amended Asset Purchase Agreement, based on the extent

to which the amount of cash proceeds held by the Company, as derived from the sale of the Company’s holdings of Allied Esports Entertainment

("AESE") Shares, were less than $5 million or greater than $6 million on the date specified in the Asset Purchase

of Seller Shares to be issued was subject to adjustment, as specified in the amended Asset Purchase Agreement, based on the extent to

which the amount of cash proceeds held by the Company, as derived from the sale of the Company’s holdings of Allied Esports Entertainment

("AESE") Shares, were less than $5 million or greater than $6 million on the date specified in the Asset Purchase

This resulted in an additional 500,973 Seller Shares that were issued on January 4, 2021.

The combined issuances represented

approximately 46% of the Company’s issued and outstanding common stock, on a fully diluted basis.

The fair value of the 500,673

shares was $1,853,600, based on the closing price of the Company’s common stock on the date of grant, was presented as Common Stock

Payable as of December 31, 2020.

1 unchanged sentence

Common Stock Payable

January 4, 2021, the Board amended Claudia and Ira Goldfarb’s employment agreements to

issue shares of common stock in equal monthly increments of 5,541 and 6,044 shares, respectively, following each month of employment from

October 2020 through December 31, 2021.

The Company awarded an aggregate 16,623 and 18,133 shares

of common stock to Claudia and Ira, respectively, for their services from October through December 31, 2020 as a common stock payable.

The aggregate fair value of the shares was $61,505 and $67,092 for Claudia and Ira, respectively, based on the closing price of the Company’s

common stock on the date of grant , was presented as Common Stock Payable as of December 31, 2020 .

The shares were subsequently issued on January 4, 2021.

On December 31, 2021,

the Company awarded 5,541 and 6,044 shares of common stock to Claudia and Ira Goldfarb , respectively, for services earned during

December 31, 2021.

The aggregate fair value of the shares was $12,467 and $13,599 for Claudia and

Ira, respectively, based on the closing price of the Company’s common stock on the date of grant .

The shares were subsequently

issued on March 24, 2022, in satisfaction of the outstanding common stock payable.

Common Stock Issued to Officers for Services

dates between January 31, 2021 and December 31, 2021, the Company issued an aggregate 60,951 and 66,484 shares in

monthly increments of 5,541 and 6,044 shares to Claudia and Ira Goldfarb , respectively ,

for their services.

The aggregate fair value of the shares was $290,792 and $317,188 for Claudia and Ira, respectively, based on the closing

price of the Company’s common stock on the dates of grant.

On January 7, 2021,

the Company issued an aggregate 16,623 and 18,133 shares of common stock to Claudia and Ira Goldfarb , respectively, for services

from October 2020 through December 31, 2020 in satisfaction of the outstanding common stock payable

at December 31, 2020.

The aggregate fair value of the shares was $61,505 and $67,092 for Claudia and Ira, respectively, based on

the closing price of the Company’s common stock on the date of grant , was presented as Common Stock Payable as of December 31,

Common Stock Issued to Directors for Services

December 8, 2021, the Company issued an aggregate 41,665 shares of common stock amongst its five Directors for annual services

to be rendered.

The aggregate fair value of the common stock was $125,000, based on the closing price of the Company’s common stock

on the date of grant.

The shares were expensed upon issuance.

On December 8, 2021,

the Company issued an additional 5 ,000 shares to Mr.

Chris Ludeman, for Audit Committee Chair services.

fair value of the common stock was $15,000, based on the closing price of the Company’s common stock on the date of grant.

were expensed upon issuance.

2021, the Company issued 2,000 shares to each of two advisory board members for their services.

The total aggregate fair value of the

shares was $20,000, based on the closing price of the Company’s common stock on the date of grant.

27, 2021, upon Benjamin Oehler’s resignation, the Company appointed Chris Ludeman as a member of the Board of Directors of the Company,

and appointed him to the Company’s Audit Committee as Chairperson.

Pursuant to his appointment, Mr.

Ludeman was issued 6,400 shares

of common stock for his services to be rendered.

The aggregate fair value of the common stock was $40,000, based on the closing price

of the Company’s common stock on the date of grant.

On October 1, 2020,

1 unchanged sentence

The aggregate

fair value of the common stock was $125,010, based on the closing price of the Company’s common stock on the date of grant.

shares were expensed upon issuance.

2 unchanged sentences

Benjamin Oehler, for Audit Committee Chair services.

fair value of the common stock was $15,000, based on the closing price of the Company’s common stock on the date of grant.

were expensed upon issuance.

Options Granted for Services to Officers and

On April 22, 2021, Brad Burke was granted options

to purchase 27,500 shares of the Company’s common stock, having an exercise price of $5.50 per share, exercisable over a 10-year

The options will vest 60% on the third anniversary, and 20% each anniversary thereafter until fully vested.

The estimated value

using the Black-Scholes Pricing Model, based on a volatility rate of 193% and a call option value of $5.4381, was $149,547.

are being expensed over the vesting period, resulting in $20,814 of stock-based compensation expense during the year ended December 31,

As of December 31, 2021, a total of $128,733 of unamortized expenses are expected to be expensed over the vesting period.

On January 27, 2021, one of our Directors, Mr.

Chris Ludeman, was granted options to purchase 24,151 shares of the Company’s common stock, having an exercise price of $6.25 per

share, exercisable over a 10-year term.

The options will vest in three equal annual installments beginning of January 27, 2022 and continuing

on each of the two anniversaries thereafter until fully vested.

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

volatility rate of 198% and a call option value of $6.1794, was $149,239.

The options are being expensed over the vesting period, resulting

in $22,815 of stock-based compensation expense during the year ended December 31, 2021.

As of December 31, 2021, a total of $126,424

of unamortized expenses are expected to be expensed over the vesting period.

On January 4, 2021, our CEO and Chairman, Claudia

and Ira Goldfarb, were each granted options to purchase 75,000 shares of the Company’s common stock, having an exercise price of

$3.70 per share, exercisable over a 10-year term.

The options will vest in three equal installments beginning of January 4, 2022 and continuing

on each of the two anniversaries thereafter until fully vested.

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

on a volatility rate of 198% and a call option value of $3.9412, was $591,178.

The options are being expensed over the vesting period,

resulting in $194,900 of stock-based compensation expense during the year ended December 31, 2021.

As of December 31, 2021, a total of

$396,278 of unamortized expenses are expected to be expensed over the vesting period.

On December 28, 2020, (a) Mr.

Burke was granted

options to purchase 20,000 shares of the Company’s common stock, (b) Ira Goldfarb was granted options to purchase 16,500 shares

of the Company’s common stock, and (c) Claudia Goldfarb was granted options to purchase 16,500 shares of the Company’s common

stock, each grant having an exercise price of $4.00 per share, which represents the closing price of the Company’s shares on the

OTCQB marketplace on December 28, 2020 (collectively, the “Executive Option Grants”).

The Executive Option Grants will vest

60% as of January 1, 2024 and 20% each anniversary thereafter until fully vested.

The aggregate estimated value using the Black-Scholes

Pricing Model, based on a volatility rate of 201.05% and a call option value of $3.9657, was $210,185.

The options are being expensed

over the vesting period, resulting in $41,923 and $344 of stock-based compensation expense during the years ended December 31, 2021 and

2020, respectively.

As of December 31, 2021, a total of $167,918 of unamortized expenses are expected to be expensed over the vesting

On October 2, 2020, the Company’s Board

of Directors granted an aggregate amount of 115,250 stock options pursuant to the 2020 Equity Plan to purchase shares of the Company’s

common stock to several officers, directors, and employees at an exercise price of $5.25 per share, which represents the closing price

of the Company’s shares on the OTCQB marketplace on October 2, 2020.

The options are exercisable over a ten-year term, and

vest 60% on the 3 rd anniversary of the grant date and 20% each anniversary thereafter, until fully vested.

The aggregate estimated

value using the Black-Scholes Pricing Model, based on a volatility rate of 532.91% and a call option value of $5.2102, was $600,473.

options are being expensed over the vesting period, resulting in $104,485 and $27,667 of stock-based compensation expense during the years

ended December 31, 2021 and 2020, respectively.

As of December 31, 2021, a total of $421,760 of unamortized expenses are expected to be

expensed over the vesting period.

The officers and directors receiving grants and the amounts of such grants were as follows:

Name and Title at Time of Grant

Shares Granted

Ira Goldfarb, Chairman of the Board and Director

Claudia Goldfarb, Chief Executive Officer

On October 1, 2020, one of our Directors, Mr.

Greg Creed, was granted options to purchase 24,151 shares of the Company’s common stock at an exercise price of $6.00 per share,

which represented the closing price of the Company’s shares on the OTCQB marketplace on October 1, 2020.

These options will

vest 60% as of January 1, 2024 and 20% each anniversary thereafter until fully vested.

The estimated value using the Black-Scholes Pricing

Model, based on a volatility rate of 552.14% and a call option value of $5.9660, was $144,084.

The options are being expensed over the

vesting period, resulting in $26,605 and $6,633 of stock-based compensation expense during the years ended December 31, 2021 and 2020,

respectively.

As of December 31, 2021, a total of $110,846 of unamortized expenses are expected to be expensed over the vesting period.

On February 26, 2020, the Company’s Board

of Directors granted an aggregate amount of 240,000 stock options pursuant to the 2020 Equity Plan to purchase shares of the Company’s

common stock to several officers, directors, and employees at an exercise price of $5.41 per share, which represents the closing price

of the Company’s shares on the OTCQB marketplace on February 20, 2020.

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 $896,506.

The options are being expensed over the

vesting period, resulting in $105,792 and $408,964 of stock-based compensation expense during the years ended December 31, 2021 and 2020,

respectively.

As of December 31, 2021, a total of $227,936 of unamortized expenses are expected to be expensed over the vesting period.

The officers and directors receiving grants and the amounts of such grants were as follows:

Name and Title at Time of Grant

Shares Granted

Ken DeCubellis, former Chief Executive Officer and former Interim Chief Financial Officer

Michael Eisele, former Chief Operating Officer

Bradley Berman, Director

Joseph Lahti, Director

Benjamin Oehler, former Director

Lyle Berman, Director

All of the stock options granted under the 2020

Equity Plan presented in the table above will vest in five equal installments, commencing one year from the date of grant on February

26, 2021, and continuing for the next four anniversaries thereof until fully vested.

Warrants Granted

31, 2021, the Company closed a private placement and concurrently entered into a Note and Warrant Purchase Agreement with related parties

to sell an aggregate $2,075,000 of promissory notes, bearing 8% interest, and warrants to purchase an aggregate 311,250 shares of common

stock, representing 15,000 warrant shares per $100,000 of promissory notes.

The warrants are exercisable at a price of $2.21 per share

over a ten-year term.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 198% and a call

option value of $2.25, was $699,213.

The warrants will be expensed as a debt discount over the life of the loans.

The officers, directors

and related parties receiving grants and the amounts of such grants were as follows:

Stock Warrant

Name and Title at Time of Grant

Shares Granted

Ira and Claudia Goldfarb, Chairman and Chief Executive Officer

Brad Burke, Chief Financial Officer

Lyle Berman, Director

Gutierrez, brother of the Company’s Chief Executive Officer

In consideration for four officers and director’s

willingness to serve as guarantors of the Cadence Loan, the Company issued warrants to each of the Guarantors (the “Guarantor Warrants”)

for the purchase of the Company’s common stock on March 12, 2020.

The Guarantor Warrants entitle each Guarantor to purchase 26,250

shares of the Company's common stock (the “Warrant Shares”) at an exercise price of $4.00 per share.

The Guarantor Warrants

expire on March 12, 2030.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 146% and a call option

value of $3.59, was $377,440.

The warrants were expensed as a debt discount during the year ended December, 31, 2020.

The officers and

directors receiving grants and the amounts of such grants were as follows:

Stock Warrant

Name and Title at the Time of Grant

Shares Granted

Ken DeCubellis, former Chief Executive Officer and former Interim Chief Financial Officer

Bradley Berman, Director

Lyle Berman, Director

Benjamin Oehler, former Director

Management Incentive Plan

On March 1, 2018, the Board of Directors (the

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

2018 Management Incentive Plan (the “Plan”)

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

“Board”) of the Company approved and adopted the Black Ridge 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

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:

Percentage of BRAC Shares Owned by the

Company Granted to the Grantee

Percentage of BRAC Owned by the

Company Granted

to the Grantee

Bradley Berman

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The AESE Plan Shares had a fair market value of $1,133,281 on August 10, 2020, when the shares were distributed.

Company recognized $1,396,460 of compensation expense related to the Plan during the year ended December 31, 2019.

Lease Agreement

Upon closing of the Asset Purchase Agreement,

the Company assumed the Seller’s obligations under a real property lease for its 20,945 square foot facility in Irving, Texas, under

which an entity owned entirely by Ira Goldfarb is the landlord.

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to extend, at a monthly lease term of $10,036, with approximately a 3% annual escalation of lease payments commencing September 15, 2021.

Shares Transferred to Purchasers of BRAC Common

As presented in Note 5, in July and August 2019,

BRAC and BROG entered into several share purchase agreements (the “Purchase Agreements”) with several parties (collectively

referred to as the “Purchasers”).

Pursuant to the Purchase Agreements, the Purchasers agreed to purchase an aggregate of $18,000,000

of shares of BRAC’s common stock in open market or privately negotiated transactions.

If the Purchasers were unable to purchase

the full $18,000,000 of shares of common stock in open market or privately negotiated transactions, BRAC will issue to the Purchasers

newly issued shares at the Closing at a per-share price equal to the per-share amount held in BRAC’s trust account ($10.30 per share),

and having an aggregate value equal to the difference between $18,000,000 and the dollar amount of shares purchased by them in the open

market or in privately negotiated transactions.

At the Closing, BRAC agreed to issue to the Purchasers 1.5 shares of common stock for

every 10 shares purchased by them under the Purchase Agreements.

Additionally, the Company agreed to transfer an aggregate of 720,000

shares held by it of BRAC common stock to the Purchasers.

The Purchasers included a $3 million investment from Lyle Berman, a member

of the board of directors of both BRAC and BROG and the largest shareholder of BROG.

Berman received 43,800 bonus shares of BRAC common

stock issued by BRAC and 120,000 shares of BRAC common stock transferred from the Company.

Review and Approval of Transactions with Related

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a related party transaction policy whereby any proposed transaction between the Company and any officer or director, any stockholder owning

in excess of 5% of the Company’s stock, immediate family member of an officer or director, or an entity that is substantially owned

or controlled by one of these individuals, must be approved by a majority of the disinterested members of the Audit Committee.

1 unchanged sentence

If the proposed transaction involves executive or director compensation, it must be approved by the Compensation Committee.

if a significant opportunity is presented to any of the Company’s officers or directors, such officer or director must first present

the opportunity to the Board for consideration.

11 unchanged sentences

We are not currently subject to corporate governance standards

defining the independence of our directors, and we have chosen to define an “independent”

director in accordance with the

NASDAQ Global Market’s requirements for independent directors.

defining the independence of our directors, and we have chosen to define an “independent” director in accordance with the

NASDAQ Global Market’s requirements for independent directors.

Our Board of Directors has determined that each of our directors,

other than Ira and Claudia Goldfarb, is “independent”

in accordance with the NASDAQ Global Market’s requirements.

other than Ira and Claudia Goldfarb, is “independent” in accordance with the NASDAQ Global Market’s requirements.

a majority of the current Board of Directors is independent.

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PRINCIPAL ACCOUNTING FEES AND SERVICES

M&K CPAS, PLLC (“M&K”)

was the Company’s independent registered public accounting firm for the years ended December 31, 2020 and 2019 and

M&K CPAS, PLLC (“M&K”)

was the Company’s independent registered public accounting firm for the years ended December 31, 2021 and 2020 and

has served the Company as its independent registered public accounting firm since our inception.

1 unchanged sentence

The following table presents

fees for professional services rendered by M&K for the audit of the Company’s annual financial statements for the years ended

December 31, 2021 and 2020.

4 unchanged sentences

_________________________________

Audit fees were principally for audit services and work performed in the preparation and review of the Company’s quarterly reports on Form 10-Q.

Policy on Audit Committee Pre-Approval of Audit

1 unchanged sentence

The Audit Committee is responsible

for appointing, setting compensation for, and overseeing the work of the Company’s independent registered public accounting firm.

The Audit Committee has established a policy regarding pre-approval of all audit and permissible non-audit services provided by the independent

3 unchanged sentences

The Audit Committee will consider whether

such services are consistent with the Public Company Accounting Oversight Board’s and SEC’s rules on auditor independence.

In addition, the Audit Committee will determine whether the independent registered public accounting firm is best positioned to provide

the most effective and efficient service based upon the members’

familiarity with the Company’s business, people, culture,

accounting systems, risk profile and whether the service might enhance the Company’s ability to manage or control risk or improve

the most effective and efficient service based upon the members’ familiarity with the Company’s business, people, culture,

accounting systems, risk profile and whether the service might enhance the Company’s ability to manage or control risk or improve

audit quality.

1 unchanged sentence

The primary purpose of the

Audit Committee is to assist the Board of Directors in its general oversight of the Company’s financial reporting process.

Committee’s function is more fully described in its charter, which can be found on the Company’s website at www.blackridgeoil.com,

which we expect to move to www.sowgoodinc.com.

Audit Committee is to assist the Board of Directors in its general oversight of the Company’s financial reporting process.

Committee’s function is more fully described in its charter, which can be found on the Company’s website at www.sowginc.com.

The Committee reviews the charter on an annual basis.

The Board of Directors has determined

that each member of the Committee is independent in accordance with the NASDAQ Global Market’s requirements for independent directors.

The Board of Directors has also determined that Benjamin Oehler qualified, and Chris Ludeman now qualifies, as an “audit committee

financial expert”

within the meaning of Item 407(d)(5) of Regulation S-K.

Management has the primary responsibility for the financial

statements and reporting process.

The independent registered public accounting firm is responsible for auditing those financial statements

and expressing an opinion on the fairness of the audited financial statements based on the audit conducted in accordance with the standards

of the Public Company Accounting Oversight Board.

In connection with the Audit Committee’s

The Board of Directors has determined that each member of the Committee is independent

in accordance with the NASDAQ Global Market’s requirements for independent directors.

The Board of Directors has also determined

that Chris Ludeman qualifies as an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K.

Management has the primary responsibility for the financial statements and reporting process.

The independent registered public accounting

firm is responsible for auditing those financial statements and expressing an opinion on the fairness of the audited financial statements

based on the audit conducted in accordance with the standards of the Public Company Accounting Oversight Board.

In connection with the Audit Committee’s

responsibilities set forth in its charter, the Audit Committee has:

Reviewed and discussed the audited financial statements for the year ended December 31, 2020 with management and M&K CPAS, PLLC, the Company’s independent auditors;

Discussed with M&K CPAS, PLLC the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC;

Received the written disclosures and the letter from M&K CPAS, PLLC required by the applicable requirements of the PCAOB regarding M&K CPAS, PLLC’s communications with the audit committee concerning independence, and has discussed with M&K CPAS, PLLC its independence.

Reviewed and discussed the audited financial statements for the year ended December 31, 2021 with management and M&K CPAS, PLLC, the Company’s independent auditors;

Discussed with M&K CPAS, PLLC the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC;

The Audit Committee also considered,

1 unchanged sentence

has oversight.

Based on the Audit Committee’s

review and discussions described above, the Audit Committee recommended to the Board of Directors that the audited financial statements

be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for filing with the

be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for filing with the

THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

55 unchanged sentences

on January 10, 2020)

Amendment to 2020 Stock Incentive Plan, dated October 1, 2020

Amendment to 2020 Stock Incentive Plan, dated January 4, 2021

Amendment to 2020 Stock Incentive Plan, dated March 19, 2021

HREF="http://www.sec.gov/Archives/edgar/data/1490161/000168316821001122/sowgood_ex0409.htm" STYLE="-sec-extract:

exhibit" Amendment to 2020 Stock Incentive Plan,

dated October 1, 2020 (incorporated by reference to Exhibit 4.9 of the Form 10-K filed

with the Securities and Exchange Commission by Sow Good Inc.

on March 31, 2021)

Amendment to 2020 Stock Incentive Plan, dated January 4, 2021 (incorporated by reference to Exhibit 4.10 of the Form 10-K filed

with the Securities and Exchange Commission by Sow Good Inc.

on March 31, 2021)

Amendment to 2020 Stock Incentive Plan, dated March 19, 2021 (incorporated by reference to Exhibit 4.11 of the Form 10-K filed

with the Securities and Exchange Commission by Sow Good Inc.

on March 31, 2021)

Form of 2020 Incentive Stock Option Grant Agreement (incorporated by

2 unchanged sentences

by reference to Exhibit 99.2 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc.

Description of Securities

Description of Securities (incorporated by reference to Exhibit 4.14 of the Form 10-K filed

with the Securities and Exchange Commission by Sow Good Inc.

on March 31, 2021)

Form of Common Stock Warrant (incorporated by reference to Exhibit 4.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc.

on January 4, 2022)

of Voting Agreement used in connection with our private placement which closed on December 16, 2010 (incorporated by

4 unchanged sentences

on March 28, 2013)

Black Ridge Oil & Gas, Inc.

2018 Management Incentive Plan (incorporated by reference to Exhibit 10.1 of the Report on Form 8-K filed with the Securities and Exchange Commission

by Sow Good Inc.

on March 6, 2018)

Form of 2018 Incentive Plan Award Agreement (incorporated

by reference to Exhibit 10.2 of the Report on Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc.

Business Loan Agreement dated March 12, 2020,

between Cadence Bank, N.A.

and Black Ridge Oil & Gas, Inc.

(incorporated by reference to Exhibit 10.1 of the Form 10-Q filed

with the Securities and Exchange Commission by Black Ridge Oil & Gas, Inc.

on May 15, 2020)

Promissory Note dated March 12, 2020, between

Cadence Bank, N.A.

and Black Ridge Oil & Gas, Inc.

(incorporated by reference to Exhibit 10.2 of the Form 10-Q filed with the

Securities and Exchange Commission by Black Ridge Oil & Gas, Inc.

on May 15, 2020)

Commercial Pledge and Security Agreement dated

March 12, 2020, between Cadence Bank, N.A.

and Black Ridge Oil & Gas, Inc.

(incorporated by reference to Exhibit 10.3 of the

Form 10-Q filed with the Securities and Exchange Commission by Black Ridge Oil & Gas, Inc.

on May 15, 2020)

Form of Commercial Guaranty dated March 12, 2020,

between Cadence Bank, N.A.

and Black Ridge Oil & Gas, Inc.

(incorporated by reference to Exhibit 10.4 of the Form 10-Q filed

with the Securities and Exchange Commission by Black Ridge Oil & Gas, Inc.

on May 15, 2020)

Asset Purchase Agreement dated June 9, 2020, between

S-FDF, LLC and Black Ridge Oil & Gas, Inc.

(incorporated by reference to Exhibit 10.2 of the Form SC 13D/A filed with the Securities

and Exchange Commission by Black Ridge Oil & Gas, Inc.

Asset Purchase Agreement dated June 9, 2020, between S-FDF, LLC and Black Ridge Oil & Gas, Inc.

(incorporated by reference to Exhibit 10.2 of the Form SC 13D/A filed with the Securities and Exchange Commission by Black Ridge Oil & Gas, Inc.

on June 17, 2020)

Amendment to Asset Purchase Agreement dated October

1, 2020, between S-FDF, LLC and Black Ridge Oil & Gas, Inc.

(incorporated by reference to Exhibit 2.1 of the Form 8-K filed with

the Securities and Exchange Commission by Black Ridge Oil & Gas, Inc.

Amendment to Asset Purchase Agreement dated October 1, 2020, between S-FDF, LLC and Black Ridge Oil & Gas, Inc.

(incorporated by reference to Exhibit 2.1 of the Form 8-K filed with the Securities and Exchange Commission by Black Ridge Oil & Gas, Inc.

on October 6, 2020)

Promissory Note dated April 24, 2020, between

Kensington Bank and Black Ridge Oil & Gas, Inc.

(incorporated by reference to Exhibit 10.6 of the Form 10-Q filed with the Securities

and Exchange Commission by Black Ridge Oil & Gas, Inc.

on August 11, 2020)

Promissory Note dated June 16, 2020, between the

14 unchanged sentences

on August 11, 2020)

Amended and Restated Employment Agreement dated

September 30, 2020, between Kenneth DeCubellis and Black Ridge Oil & Gas, Inc.

(incorporated by reference to Exhibit 10.11 of

the Form 10-Q filed with the Securities and Exchange Commission by Black Ridge Oil & Gas, Inc.

on November 12, 2020)

Separation Agreement and Release dated September

30, 2020, between Michael Eisele and Black Ridge Oil & Gas, Inc.

(incorporated by reference to Exhibit 10.12 of the Form 10-Q

filed with the Securities and Exchange Commission by Black Ridge Oil & Gas, Inc.

on November 12, 2020)

Employment Agreement, dated December 28, 2020,

7 unchanged sentences

on February 5, 2021)

Employment Agreement, dated October 1, 2020, between Claudia Goldfarb and Sow Good Inc.

Employment Agreement, dated October 1, 2020, between Ira Goldfarb and Sow Good Inc.

Amended Employment Agreement, dated January 4, 2021, between Claudia Goldfarb and Sow Good Inc.

Amended Employment Agreement, dated January 4, 2021, between Ira Goldfarb and Sow Good Inc.

Agreement, dated October 1, 2020, between Claudia Goldfarb and Sow Good Inc .

(incorporated by reference to Exhibit 10.18 of the Form 10-K filed

with the Securities and Exchange Commission by Sow Good Inc.

on March 31, 2021)

Employment Agreement, dated October 1, 2020,

between Ira Goldfarb and Sow Good Inc.

(incorporated by reference to Exhibit 10.19 of the Form 10-K filed

with the Securities and Exchange Commission by Sow Good Inc.

on March 31, 2021)

Amended Employment Agreement, dated January 4,

2021, between Claudia Goldfarb and Sow Good Inc.

(incorporated by reference to Exhibit 10.20 of the Form 10-K filed

with the Securities and Exchange Commission by Sow Good Inc.

on March 31, 2021)

Amended Employment Agreement, dated January 4,

2021, between Ira Goldfarb and Sow Good Inc.

(incorporated by reference to Exhibit 10.21 of the Form 10-K filed

with the Securities and Exchange Commission by Sow Good Inc.

on March 31, 2021)

Stock Purchase Agreement, dated July 2, 2021, by and among the Company and the Purchasers named therein (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc.

on July 7, 2021)

Form of Note and Warrant Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc.

on January 4, 2022)

Form of 2021 Promissory Note (incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc.

on January 4, 2022)

Power of Attorney (including on signature pages)

7 unchanged sentences

* Filed herewith.

Form 10–K Summary.

Pursuant to the requirements

11 unchanged sentences

Each of the undersigned members

of the Board of Directors of SOW GOOD INC., whose signature appears below hereby constitutes and appoints Claudia Goldfarb, such person’s

true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for such person and in such name, place

and stead, in any and all capacities, to sign the Form 10-K for the year ended December 31, 2020 (the “Annual Report”) of

and stead, in any and all capacities, to sign the Form 10-K for the year ended December 31, 2021 (the “Annual Report”) of

SOW GOOD INC.

27 unchanged sentences

Joseph Lahti, Director

/s/ Greg Creed

March 31, 2021

Greg Creed, Director

/s/ Chris Ludeman

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures