EXHIBIT 4.11


 


DESCRIPTION OF SECURITIES REGISTERED
UNDER SECTION 12 OF THE EXCHANGE ACT


 


The following is a
brief description of shares of common stock (“common stock”) of Black Ridge Oil & Gas, Inc. (the “Company,”
“we,” “us,” or “our”). The brief description is based upon our Articles of Incorporation, including
the Certificate of Amendment to our Articles of Incorporation, (as amended, our “Articles of Incorporation”), our Bylaws
(our “Bylaws”), and provisions of applicable Nevada law. This summary does not purport to be complete and is subject
to, and qualified in its entirety by, the full text of our Articles of Incorporation and Bylaws, each of which is incorporated
by reference as an exhibit to our Annual Report on Form 10-K.


 


GENERAL


 


Our Articles of Incorporation
authorizes us to issue up to 520,000,000 shares of capital stock, consisting of 500,000,000 shares of common stock, par value $0.001
per share, and 20,000,000 shares of preferred stock, par value $0.001 per share, of which 1,600,484 shares of common stock and
no shares of preferred stock were issued and outstanding as of December 31, 2019. Our Articles of Incorporation authorizes our
Board of Directors (our “Board”) to determine, at any time and from time to time, the number of authorized shares,
as described below.


 


COMMON STOCK


 


Holders of common stock
are entitled to one vote per share on all matters submitted to a vote of the stockholders. Our holders of common stock do not have
cumulative voting rights. Holders of common stock will be entitled to receive ratably such dividends as may be declared by the
Board out of funds legally available therefor, which may be paid in cash, property, or in shares of the Company’s capital
stock. Upon liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, the holders of common stock
will be entitled to receive their ratable share of the net assets of the Company legally available for distribution after payment
of all debts and other liabilities. There are no conversion, preemptive or other subscription rights and there are no sinking fund
or redemption provisions applicable to the common stock.


 


Dividends


 


We have not declared
or paid any dividends on our common stock since our inception and do not anticipate paying dividends for the foreseeable future.
The payment of dividends is subject to the discretion of our Board and will depend, among other things, upon our earnings, our
capital requirements, our financial condition, and other relevant factors. We intend to reinvest any earnings in the development
and expansion of our business. Any cash dividends in the future to common stockholders will be payable when, as and if declared
by our Board, based upon the board’s assessment of our financial condition and performance, earnings, need for funds, capital
requirements, prior claims of preferred stock to the extent issued and outstanding, and other factors, including income tax consequences,
restrictions and applicable laws. There can be no assurance, therefore, that any dividends on our common stock will ever be paid.


 


PREFERRED STOCK


 


The shares of preferred
stock may be issued in series, and shall have such voting powers, full or limited, or no voting powers, and such designations,
preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof,
as shall be stated and expressed in the resolution or resolutions providing for the issuance of such stock adopted from time to
time by the Board. The Board is expressly vested with the authority to determine and fix in the resolution or resolutions providing
for the issuances of preferred stock the voting powers, designations, preferences and rights, and the qualifications, limitations
or restrictions thereof, of each such series to the full extent now or hereafter permitted by the laws of the State of Nevada.


 


 






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ANTI-TAKEOVER EFFECTS OF PROVISIONS
OF OUR ARTICLES OF INCORPORATION, BYLAWS AND NEVADA LAW


 


The following is a brief description of
the provisions in our Articles of Incorporation, Bylaws and Nevada Law that could have an effect of delaying, deferring, or preventing
a change in control of the Company.


 


Anti-Takeover Effects of Nevada Law


 


Business Combinations


 


We are a Nevada corporation
and are generally governed by the Nevada Private Corporations Code, Title 78 of the Nevada Revised Statutes, or NRS.


 


The “business
combination” provisions of Sections 78.411 to 78.444, inclusive, of the NRS, generally prohibit a Nevada corporation with
at least 200 stockholders from engaging in various “combination” transactions with any interested stockholder for a
period of two years after the date of the transaction in which the person became an interested stockholder, unless the transaction
is approved by the board of directors prior to the date the interested stockholder obtained such status or the combination is approved
by the board of directors and thereafter is approved at a meeting of the stockholders by the affirmative vote of stockholders representing
at least 60% of the outstanding voting power held by disinterested stockholders, and extends beyond the expiration of the two-year
period, unless:


 


		·	the combination was approved by the board
of directors prior to the person becoming an interested stockholder or the transaction by which the person first became an interested
stockholder was approved by the board of directors before the person became an interested stockholder or the combination is later
approved by a majority of the voting power held by disinterested stockholders; or



 


		·	consideration to be paid by the interested
stockholder is at least equal to the highest of: (a) the highest price per share paid by the interested stockholder within the
two years immediately preceding the date of the announcement of the combination or in the transaction in which it became an interested
stockholder, whichever is higher, (b) the market value per share of common stock on the date of announcement of the combination
and the date the interested stockholder acquired the shares, whichever is higher, or (c) for holders of preferred stock, the highest
liquidation value of the preferred stock, if it is higher.



 


A “combination”
is generally defined to include mergers or consolidations or any sale, lease exchange, mortgage, pledge, transfer, or other disposition,
in one transaction or a series of transactions, with an “interested stockholder” having: (a) an aggregate market value
equal to 5% or more of the aggregate market value of the assets of the corporation, (b) an aggregate market value equal to 5% or
more of the aggregate market value of all outstanding shares of the corporation, (c) 10% or more of the earning power or net income
of the corporation, and (d) certain other transactions with an interested stockholder or an affiliate or associate of an interested
stockholder.


 


In general, an “interested
stockholder” is a person who, together with affiliates and associates, owns (or within two years, did own) 10% or more of
a corporation’s voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts
and, accordingly, may discourage attempts to acquire our Company even though such a transaction may offer our stockholders the
opportunity to sell their stock at a price above the prevailing market price.


 


 


 






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Control Share Acquisitions


 


The “control
share” provisions of Sections 78.378 to 78.3793, inclusive, of the NRS apply to “issuing corporations” that are
Nevada corporations with at least 200 stockholders, including at least 100 stockholders of record who are Nevada residents, and
that conduct business directly or indirectly in Nevada. The control share statute prohibits an acquirer, under certain circumstances,
from voting its shares of a target corporation’s stock after crossing certain ownership threshold percentages, unless the
acquirer obtains approval of the target corporation’s disinterested stockholders. The statute specifies three thresholds:
one-fifth or more but less than one-third, one-third but less than a majority, and a majority or more, of the outstanding voting
power.


 


Generally, once an
acquirer crosses one of the above thresholds, those shares in an offer or acquisition and acquired within 90 days thereof become
“control shares” and such control shares are deprived of the right to vote until disinterested stockholders restore
the right. These provisions also provide that if control shares are accorded full voting rights and the acquiring person has acquired
a majority or more of all voting power, all other stockholders who do not vote in favor of authorizing voting rights to the control
shares are entitled to demand payment for the fair value of their shares in accordance with statutory procedures established for
dissenters’ rights.


 


A corporation may elect
to not be governed by, or “opt out” of, the control share provisions by making an election in its articles of incorporation
or bylaws, provided that the opt-out election must be in place on the 10th day following the date an acquiring person has acquired
a controlling interest, that is, crossing any of the three thresholds described above. We have not opted out of the control share
statutes, and will be subject to these statutes if we are an “issuing corporation” as defined in such statutes.


 


The effect of the Nevada
control share statutes is that the acquiring person, and those acting in association with the acquiring person, will obtain only
such voting rights in the control shares as are conferred by a resolution of the stockholders at an annual or special meeting.
The Nevada control share law, if applicable, could have the effect of discouraging takeovers of our Company.


 


Number of Directors; Vacancies; Removal


 


Our Bylaws provide
that only our Board may increase or decrease the number of directors. Any vacancy on the Board may be filled by the affirmative
vote of a majority of the remaining directors though less than a quorum of the Board. A director elected to fill a vacancy shall
be elected for the unexpired term of his predecessor in office, and shall hold such office until his successor is duly elected
and qualified. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative
vote of a majority of the directors then in office or by an election at an annual meeting, or at a special meeting of stockholders
called for that purpose. A director chosen to fill a position resulting from an increase in the number of directors shall hold
office only until the next election of directors by the stockholder.


 


Our Bylaws provide
that any director or directors of the corporation may be removed from office at any time, with or without cause, by the vote or
written consent of stockholders representing not less than a majority of the issued and outstanding capital stock entitled to voting
power.


 


Authorized Shares


 


Without any action
by our shareholders, we may increase or decrease the aggregate number of shares or the number of shares of any class we have authority
to issue at any time. The board shall have authority to establish more than one class or series of shares of this corporation,
and the different classes and series shall have such relative rights and preferences, with such designations, as the board may
by resolution provide. Issuance of such a new class or series could, depending upon the terms of the class or series, delay, defer,
or prevent a change of control of the Company.


 


 


 






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Advance Notice Requirements for Stockholder
Proposals and Director Nominations


 


Our Bylaws contain
advance notice provisions that a stockholder must follow if it intends to bring business proposals or director nominations, as
applicable, before a meeting of stockholders. These provisions may preclude our stockholders from bringing matters before the annual
meeting of stockholders or from making nominations at the annual meeting of stockholders.


 


No Cumulative Voting


 


Holders of our common
shares do not have cumulative voting rights in the election of Directors. The absence of cumulative voting may make it more difficult
for shareholders owning less than a majority of our common shares to elect any Directors to our Board.


 


Limitation
on Liability and Indemnification of Directors and Officers


 


Section 78.138 of the
NRS provides that, unless the corporation’s articles of incorporation provide otherwise, a director or officer will not be
individually liable unless it is proven that (i) the director’s or officer’s acts or omissions constituted a breach
of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud, or a knowing violation of the law.


 


Section 78.7502 of
the NRS permits a company to indemnify its directors and officers against expenses, judgments, fines, and amounts paid in settlement
actually and reasonably incurred in connection with a threatened, pending, or completed action, suit, or proceeding, if the officer
or director (i) is not liable pursuant to NRS 78.138, or (ii) acted in good faith and in a manner the officer or director reasonably
believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable
cause to believe the conduct of the officer or director was unlawful. Section 78.7502 of the NRS requires a corporation to indemnify
a director or officer that has been successful on the merits or otherwise in defense of any action or suit. Section 78.7502 of
the NRS precludes indemnification by the corporation if the officer or director has been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and
only to the extent that the court determines that in view of all the circumstances, the person is fairly and reasonably entitled
to indemnity for such expenses and requires a corporation to indemnify its officers and directors if they have been successful
on the merits or otherwise in defense of any claim, issue, or matter resulting from their service as a director or officer.


 


Section 78.751 of the
NRS permits a Nevada company to indemnify its officers and directors against expenses incurred by them in defending a civil or
criminal action, suit, or proceeding as they are incurred and in advance of final disposition thereof, upon determination by the
stockholders, the disinterested board members, or by independent legal counsel. If so provided in the corporation’s articles
of incorporation, bylaws, or other agreement, Section 78.751 of the NRS requires a corporation to advance expenses as incurred
upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by
a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the company. Section 78.751
of the NRS further permits the company to grant its directors and officers additional rights of indemnification under its articles
of incorporation, bylaws, or other agreement.


 


Section 78.752 of the
NRS provides that a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf of any person
who is or was a director, officer, employee, or agent of the company, or is or was serving at the request of the company as a director,
officer, employee, or agent of another company, partnership, joint venture, trust, or other enterprise, for any liability asserted
against him and liability and expenses incurred by him in his capacity as a director, officer, employee, or agent, or arising out
of his status as such, whether or not the company has the authority to indemnify him against such liability and expenses.


 


 


 






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We have entered into
indemnification agreements with each of our officers and directors to provide indemnification to the fullest extent permitted by
the NRS against expense, liability, and loss reasonably incurred or suffered by them in connection with their service as an officer
or director. The agreements provide for advance costs and expenses incurred with respect to any proceeding to which a person is
made a party as a result of being a director or officer prior to or after final disposition of such proceeding upon receipt of
an undertaking by or on behalf of the director or officer to repay such amount if it is ultimately determined that such person
is not entitled to indemnification. We may purchase and maintain liability insurance, or make other arrangements for such obligations
or otherwise, to the extent permitted by the NRS.


 


Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to the Company’s directors, officers or controlling persons
pursuant to the provisions described above, or otherwise, the Company has been advised that in the opinion of the Securities and
Exchange Commission (the “Commission”) such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.


 


Transfer
Agent and Registrar


 


The transfer agent
and registrar for our common stock is Empire Stock & Transfer.


 


Listing


 


Our common stock is
currently quoted on the OTCQB Market under the ticker symbol “ANFC.”







 


 


 


 


 


 


 


 


 


 


 


 


 






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