Exhibit 10.12


 


ASSIGNMENT AGREEMENT


 


THIS ASSIGNMENT AGREEMENT
(the “Agreement”) is made and entered into as of October 2, 2017, but effective immediately following
the Dissolution Effective Date (defined below) (the “Effective Date”), by and among Black Ridge Oil &
Gas, Inc., a Nevada corporation (“Assignor”), on the one hand, and Chambers Energy Capital II, LP, a
Delaware limited partnership (“CEC II”) and CEC II TE, LLC, a Delaware limited liability company, (“CEC
TE” and together with CEC II, collectively, the “Assignees”), on the other hand.


 


RECITALS


 


WHEREAS, Assignor
and Assignees were previously members of Black Ridge Holding Company, LLC, a Delaware limited liability company (“BRHC”);


 


WHEREAS, BRHC
was dissolved and wound up effective as of October 1, 2017 (the “Dissolution Effective Date”), and all
of BRHC’s property and assets were distributed to all of the members of BRHC on a pro rata basis;


 


WHEREAS, as
a result of such distribution, Assignor received 1,173.1 Preferred Units (the “Assets”) as defined in
that certain Contribution Agreement dated April 3, 2017, by and between BRHC and Blackbend Oil & Gas, L.L.C., a Delaware limited
liability company (“Blackbend”); and


 


WHEREAS, effective
as of the Effective Date, desire to effect the transfer and assignment of the Assets from Assignor to Assignees, as set forth herein.


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:


 


1.              
Assignment and Conveyance. Effective as of the Effective Date, Assignor hereby SELLS, ASSIGNS, TRANSFERS and CONVEYS
the Assets to Assignees in their Proportionate Shares, to have and to hold unto Assignees, their successors and assigns, forever
in exchange for cash consideration paid by Assignees in their Proportionate Share to Assignor as of October 2, 2017 in the aggregate
amount of $1,078,419.10. For purposes of this Agreement, the “Proportionate Share” for each Assignee
is as follows: (a) CEC II: 89.0897%, and (b) CEC TE: 10.9103%.


 


2.              
Retained Liabilities. Assignor hereby retains (and shall perform, pay and discharge when due) all losses, liabilities
and obligations resulting from, relating to or arising out of the ownership of the Assets of whatever kind or nature (whether absolute,
accrued, contingent, determined, determinable, disclosed, known or unknown, or otherwise, and including courts costs and reasonable
attorneys’ fees) with respect to periods prior to the Effective Date (including, for the avoidance of doubt, Assignor’s
proportionate share of any losses, liabilities or obligations arising under that certain Contribution Agreement dated April 3,
2017, by and between BRHC and Blackbend (including Section 15.1 of such Contribution Agreement), regardless of whether any applicable
claims are asserted under such Contribution Agreement before, on or after the Effective Date). Assignor’s obligations to
Assignee under this Section 2 shall survive until December 31, 2017, after which time such obligations shall terminate.


 


3.              
Settlement Statement. Assignor and Assignees acknowledge and agree that Schedule A attached hereto sets forth
a final settlement statement with respect to the Assets and all revenues pre-Effective Time revenues to which the holder of such
Assets is entitled. Without limiting Assignees’ rights and remedies under Section 2, from and after the execution
of this Agreement, no further adjustments shall be made with respect to the Assets and/or the distribution of the property and/or
assets of BRHC following the dissolution of BRHC.


 


 


 






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4.              
Further Assurances. Assignor agrees that it will, at any time and from time to time after delivery hereof, upon the
request of Assignees, do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, all
such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably required
for the better assigning, transferring, granting, conveying, assuring and confirming to Assignee the Assets.


 


5.              
Binding Effect. This Agreement shall be binding upon and shall enure to the benefit of successors and permitted assigns
of Assignor and Assignees.


 


6.              
Amendments. The Parties may amend or modify this Agreement, in such manner as may be agreed upon, by a written instrument
executed by the Parties.


 


7.              
Governing Law. This Agreement shall be construed in accordance with the internal laws of the State of Delaware.


 


8.              
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all
of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email
or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy
of this Agreement.


 


9.              
No Third Party Beneficiaries. This Agreement is entered into for the sole benefit of the Parties hereof, and no other
Person shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection
with, this Agreement.


 


[Signatures on Next Page.]


 


 


 






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IN WITNESS WHEREOF,
the undersigned have caused this Assignment Agreement to be executed and delivered effective on the date first set forth above.


 





	“ASSIGNOR”	BLACK RIDGE OIL & GAS, INC.
	 	 
	 	By:   /s/ James Moe     
	 	Name: James Moe
	 	Title: Chief Financial Officer
	 	 
	 	 
	“ASSIGNEES”	CHAMBERS ENERGY CAPITAL II, LP 
	 	 
	 	By: CEC Fund II GP, LLC, its general partner
	 	 
	 	By:  /s/ Guy Hoffman     
	 	Name: Guy Hoffman
	 	Title:   Partner
	 	 
	 	 
	 	CEC II TE, LLC 
	 	 
	 	By:  Chambers Energy Capital II TE, LP, its sole member
	 	 
	 	By:  CEC Fund II GP, LLC, its general partner
	 	 
	 	By:   /s/ Guy Hoffman     
	 	Name:  Guy Hoffman
	 	Title:   Partner










 


[Signature Page to Assignment
Agreement]


 


 






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SCHEDULE A


Settlement Statement


 




 


 





	 	 	Capital Account At Debt Conversion	 	 	Allocation between CEC Entities	 	 	 	Allocation
                                         between All Members



	 	 	Allocation
                                         of Subsequent Contribution



	 	 	Ending Capital Account at Sale	 	 	 	Allocation
                                         between All Members  	 	 	 	Allocation
                                         of Blackbend Preferred Units 	 	 	Value of Blackbend Preferred Units	 	 	Acquisition of BROG Units by CEC Effective 10/1	 	 	Value Held in Blackbend Preferred Units at 10/1	 
	CEC II, LP	 	$	38,146,724.43	 	 	 	89.0897%	 	 	 	85.6352%	 	 	$	979,986.81	 	 	$	39,126,711.24	 	 	 	85.7185%	 	 	 	26,572.7	 	 	$	24,427,991.70	 	 	$	960,737.67	 	 	$	25,388,729.36	 
	CEC TE, LP	 	 	4,671,603.89	 	 	 	10.9103%	 	 	 	10.4872%	 	 	 	120,013.19	 	 	 	4,791,617.08	 	 	 	10.4974%	 	 	 	3,254.2	 	 	 	2,991,551.77	 	 	 	117,655.86	 	 	 	3,109,207.64	 
	Total CEC	 	 	42,818,328.32	 	 	 	100.0000%	 	 	 	96.1224%	 	 	 	1,100,000.00	 	 	 	43,918,328.32	 	 	 	96.2159%	 	 	 	29,826.9	 	 	 	27,419,543.47	 	 	 	1,078,393.53	 	 	 	28,497,937.00	 
	BROG	 	 	1,727,280.44	 	 	 	 	 	 	 	3.8776%	 	 	 	–	 	 	 	1,727,280.44	 	 	 	3.7841%	 	 	 	1,173.1	 	 	 	1,078,393.53	 	 	 	(1,078,393.53	)	 	 	–	 
	Total All Members	 	$	44,545,608.76	 	 	 	 	 	 	 	100.0000%	 	 	$	1,100,000.00	 	 	$	45,645,608.76	 	 	 	100.0000%	 	 	 	31,000.0	 	 	$	28,497,937.00	 	 	$	–	 	 	$	28,497,937.00