First Amendment to April 2022 Promissory Notes, dated August 23, 2022

Exhibit 10.3

FIRST AMENDMENT TO

APRIL 2022 PROMISSORY NOTES

This Amendment, effective as of August 23, 2022 (this "Amendment") amends those certain Promissory Notes, issued April 8, 2022 by Sow Good, Inc. (the "Company") to certain Note Holders, in the aggregate original principal amount of Three Million Seven Hundred Thousand Dollars ($3,700,000.00) (the "Notes"). Capitalized terms used and not otherwise defined herein are used as defined in the Notes.

WHEREAS, the Notes may be amended with the written consent of the Company and the Required Note Holders, which the Notes define as the holders of more than sixty-six percent (66%) of the aggregate principal amount of all Notes then outstanding from time to time ("Required Note Holders");

WHEREAS, Ira Goldfarb Irrevocable Trust, IG Union Bower, LLC, and Ira and Claudia Goldfarb, jointly, and Lyle A. Berman Revocable Trust together hold $3,120,000 in principal amount of the Notes representing more than 66% of the aggregate principal amount of all outstanding Notes;

WHEREAS, the Company and the Required Note Holders desire to change the terms of interest accrual beginning January 1, 2023.

NOW, THEREFORE, BE IT RESOLVED, the Company and the Required Note Holders hereby amend the Notes as specifically set forth below:

"1. Principal and Interest.

1.1       Sow Good Inc., a Nevada corporation (“Debtor” or the “Company”), for value received, hereby promises to pay to the purchaser identified on the counterpart signature page hereto (Investor” or “Holder” and together along with the other Holders of Notes issued under the Note and Warrant Purchase Agreement, dated April 8, 2022, between the Company and the Investors thereto (the “Note Purchase Agreement”), the “Note Holders”), in lawful money of the United States of America and in immediately available funds, the principal sum set forth above, together with interest from the date of this Note on the unpaid principal balance at a rate equal to six percent (6.00%) per annum, at the time and in the manner hereinafter provided.

1.2       Interest. Until December 31, 2022, accrued interest on this Note shall be payable in cash semi-annually on June 30 and December 31, with appropriate pro rata adjustments made for any partial interest accrual period and provided that the first such payment shall be not earlier than June 30, 2022. Effective January 1, 2023, interest on this Note shall accrue on the outstanding principal amount from January 1, 2023, and shall be payable in full at the earlier of the Maturity Date or January 1, 2025."

[Signature page to follow]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the date and year first above written.

Sow Good, Inc.

By /s/ Claudia Goldfarb                     

Claudia Goldfarb

Chief Executive Officer

IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the date and year first above written.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the date and year first above written.