Exhibit 10.3


 





COMMERCIAL PLEDGE AND SECURITY AGREEMENT


 







	
        Principal

        $700,000.00
	
        Loan Date

        03-10-2020
	
        Maturity

        03-09-2021
	
        Loan No

        22118079
	
        Call / Coll

        AS
	Account	Officer A05	Initials
	References in the boxes above are or Lender's use only and do not limit the applicability of this document to any particular loan or item. 

Any item above containing ""'" has been omitted due to text length limitations.


 





	Borrower	Black Ridge Oil & Gas, Inc.

    110 North 5th Street, Suite 410

    Minneapolis, MN 55403	Lender	CADENCE BANK, N.A.

    Private Bkg TX Hou Wms Tower

    2800 Post Oak Boulevard, Suite 3400

    Houston, TX 77056

    (713) 871-4000



 


 






 





THIS
COMMERCIAL PLEDGE AND SECURITY AGREEMENT dated March 10, 2020, is made and executed between Black Ridge Oil & Gas, Inc. ("Grantor"
and CADENCE BANK, N.A. ("Lender").


 


GRANT OF SECURITY
INTEREST. For valuable consideration, Grantor grants to Lender a security interest in the Collateral to secure the Indebtedness
and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other
rights which Lender may have by law.


 


COLLATERAL DESCRIPTION.
The word "Collateral" as used in this Agreement means Grantor's present and future rights, title and interest in
and to the following described investment property, together with any and all present and future additions thereto, substitutions
therefor, and replacements thereof, together with any and all present and future certificates and/or instruments evidencing any
stock and further together with all Brokerage Accounts, all books and records relating to the Collateral in any form, and all Income
and Proceeds as described herein:


 


Account# 7G7-14468


500,000 Shares of Allied Esports Entertainment
Inc. Stock, Cusip No. AESE


 


REPRESENTATIONS AND WARRANTIES WITH RESPECT TO
THE COLLATERAL. Grantor represents and warrants to Lender that:


 


Ownership. Grantor
is the lawful owner of the Collateral free and clear of all security interests, liens, encumbrances and claims of others except
as disclosed to and accepted by Lender in writing prior to execution of this Agreement.


 


Right to Pledge. Grantor has the full right,
power and authority to enter into this Agreement and to pledge the Collateral.


 


Authority; Binding Effect.
Grantor has the full right, power and authority to enter into this Agreement and to grant a security interest in the Collateral
to Lender. This Agreement is binding upon Grantor as well as Grantor's successors and assigns, and is legally enforceable in accordance
with its terms. The foregoing representations and warranties, and all other representations and warranties contained in this Agreement
are and shall be continuing in nature and shall remain in full force and effect until such time as this Agreement is terminated
or cancelled as provided herein.


 


No Further Assignment.
Grantor has not, and shall not, sell, assign, transfer, encumber or otherwise dispose of any of Grantor's rights in the Collateral
except as provided in this Agreement.


 


No Defaults.
There are no defaults existing under the Collateral, and there are no offsets or counterclaims to the same. Grantor will strictly
and promptly perform each of the terms, conditions, covenants and agreements, if any, contained in the Collateral which are to
be performed by Grantor.


 


No Violation.
The execution and delivery of this Agreement will not violate any law or agreement governing Grantor or to which Grantor is
a party, and its certificate or articles of incorporation and bylaws do not prohibit any term or condition of this Agreement.


 


Financing Statements.
Grantor authorizes Lender to file a UCC financing statement, or alternatively, a copy of this Agreement to perfect Lender's
security interest. At Lender's request, Grantor additionally agrees to sign all other documents that are necessary to perfect,
protect, and continue Lender's security interest in the Property. Grantor will pay all filing fees, title transfer fees, and other
fees and costs involved unless prohibited by law or unless Lender is required by law to pay such fees and costs. Grantor irrevocably
appoints Lender to execute documents necessary to transfer title if there is a default. Lender may file a copy of this Agreement
as a financing statement.


 


LENDER'S RIGHTS AND OBLIGATIONS
WITH RESPECT TO THE COLLATERAL. Lender may hold the Collateral until all Indebtedness has been paid and satisfied. Thereafter
Lender may deliver the Collateral to Grantor or to any other owner of the Collateral. Lender shall have the following rights in
addition to all other rights Lender may have by law:


 


 


 






    	 	 	 



     


    

 


COMMERCIAL PLEDGE AND SECURITY
AGREEMENT 


	Loan No: 22118079	(Continued)	Page 2


 



Maintenance and Protection
of Collateral. Lender may, but shall not be obligated to, take such steps as it deems necessary or desirable to protect, maintain,
insure, store, or care for the Collateral, including paying of any liens or claims against the Collateral. This may include such
things as hiring other people, such as attorneys, appraisers or other experts. Lender may charge Grantor for any cost incurred
in so doing. When applicable law provides more than one method of perfection of Lender's security interest, Lender may choose the
method(s) to be used. If the Collateral consists of stock, bonds or other investment property for which no certificate has been
issued, Grantor agrees, at Lender's request, either to request issuance of an appropriate certificate or to give instructions on
Lender's forms to the issuer, transfer agent, mutual fund company, or broker, as the case may be, to record on its books or records
Lender's security interest in the Collateral. Grantor also agrees to execute any additional documents. including but not limited
to. a control agreement. necessary to perfect Lender's security interest as Lender may desire.


 


Income and Proceeds from
the Collateral. Lender may receive all Income and Proceeds and add it to the Collateral. Grantor agrees to deliver to Lender
immediately upon receipt, in the exact form received and without commingling with other property, all Income and Proceeds from
the Collateral which may be received by, paid, or delivered to Grantor or for Grantor's account, whether as an addition to, in
discharge of, in substitution of, or in exchange for any of the Collateral.


 


Application
of Cash. At Lender's option, Lender may apply any cash, whether included in the Collateral or received as Income and Proceeds
or through liquidation, sale, or retirement, of the Collateral, to the satisfaction of the Indebtedness or such portion thereof
as Lender shall choose, whether or not matured.


 


Transactions with
Others. Lender may (1) extend time for payment or other performance, (2) grant a renewal or change in terms or
conditions, or (3) compromise, compound or release any obligation, with any one or more Obligors, endorsers, or Guarantors of
the Lender deems advisable, without obtaining the prior written consent of Grantor, and no such act or failure to act shall
affect Lender's rights against Grantor or the Collateral.


 


All
Collateral Secures Indebtedness. All Collateral shall be security for the Indebtedness, whether the Collateral is located
at one or more offices or branches of Lender. This will be the case whether or not the office or branch where Grantor obtained
Grantor's loan knows about the Collateral or relies upon the Collateral as security.


 


Collection
of Collateral. Lender at Lender's option may, but need not, collect the Income and Proceeds directly from the Obligors. Grantor
authorizes and directs the Obligors, if Lender decides to collect the Income and Proceeds, to pay and deliver to Lender all Income
and Proceeds from the Collateral and to accept Lender's receipt for the payments.


 


Power of Attorney. Grantor
irrevocably appoints Lender as Grantor's attorney-in-fact, with full power of substitution, (a) to demand, collect, receive, receipt
for, sue and recover all Income and Proceeds and other sums of money and other property which may now or hereafter become due,
owing or payable from the Obligors in accordance with the terms of the Collateral; (b) to execute, sign and endorse any and all
instruments, receipts, checks, drafts and warrants issued in payment for the Collateral; (c) to settle or compromise any and all
claims arising under the Collateral, and in the place and stead of Grantor, execute and deliver Grantor's release and acquittance
for Grantor; (d) to file any claim or claims or to take any action or institute or take part in any proceedings, either in Lender's
own name or in the name of Grantor, or otherwise, which in the discretion of Lender may seem to be necessary or advisable; and
(e) to execute in Grantor's name and to deliver to the Obligors on Grantor's behalf, at the time and in the manner specified by
the Collateral, any necessary instruments or documents.


 


Perfection
of Security Interest. Upon Lender's request, Grantor will deliver to Lender any and all of the documents evidencing or constituting
the Collateral. When applicable law provides more than one method of perfection of Lender's security interest, Lender may choose
the method(s) to be used. Upon Lender's request, Grantor will sign and deliver any writings necessary to perfect Lender's security
interest. If any of the Collateral consists of securities for which no certificate has been issued, Grantor agrees, at Lender's
option, either to request issuance of an appropriate certificate or to execute appropriate instructions on Lender's forms instructing
the issuer, transfer agent, mutual fund company, or broker, as the case may be, to record on its books or records, by book-entry
or otherwise, Lender's security interest in the Collateral. Grantor hereby appoints Lender as Grantor's irrevocable attorney-in-fact
for the purpose of executing any documents necessary to perfect, amend, or to continue the security interest granted in this Agreement
or to demand termination of filings of other secured parties. This is a continuing Security Agreement and will continue in
effect even though all or any part of the Indebtedness is paid in full and even though for a period of time Grantor may not be
indebted to Lender.


 


 


 






    	 	 	 



     


    

 


COMMERCIAL PLEDGE AND SECURITY
AGREEMENT 


	Loan No: 22118079	(Continued)	Page 3


 



 


LENDER'S EXPENDITURES.
If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if Grantor fails
to comply with any provision of this Agreement or any Related Documents, including but not limited to Grantor's failure to discharge
or pay when due any amounts Grantor is required to discharge or pay under this Agreement or any Related Documents, Lender on Grantor's
behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging
or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Collateral and
paying all costs for insuring, maintaining and preserving the Collateral. All such expenditures paid by Lender for such purposes
will then bear interest at the Note rate from the date paid by Lender to the date of repayment by Grantor. All such expenses will
become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note
and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable
insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at
the Mote's maturity. The Agreement also will secure payment of these amounts. Such right shall be in addition to all other rights
and remedies to which Lender may be entitled upon Default.


 


LIMITATIONS ON OBLIGATIONS
OF LENDER. Lender shall use ordinary reasonable care in the physical preservation and custody of the Collateral in Lender's
possession, but shall have no other obligation to protect the Collateral or its value. In particular, but without limitation, Lender
shall have no responsibility for (A) any depreciation in value of the Collateral or for the collection or protection of any Income
and Proceeds from the Collateral, (B) preservation of rights against parties to the Collateral or against third persons, (C) ascertaining
any maturities, calls, conversions, exchanges, offers, tenders, or similar matters relating to any of the Collateral, or (D) informing
Grantor about any of the above, whether or not Lender has or is deemed to have knowledge of such matters. Except as provided above,
Lender shall have no liability for depreciation or deterioration of the Collateral.


 


DEFAULT. Each of the following
shall constitute an Event of Default under this Agreement:


 


Payment Default. Grantor fails to make any payment when due under the Indebtedness.


 


Other Defaults. Grantor
fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the
Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement
between Lender and Grantor.


 


Default in Favor
of Third Parties. Any guarantor or Grantor defaults under any loan, extension of credit, security agreement, purchase or sales
agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of any guarantor's
or Grantor's property or ability to perform their respective obligations under this Agreement or any of the Related Documents.


 


False Statements. Any
warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this Agreement or the
Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false
or misleading at any time thereafter.


 


Defective Collateralization.
This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document
to create a valid and perfected security interest or lien) at any time and for any reason.


 


Insolvency. The dissolution
or termination of Grantor's existence as a going business, the insolvency of Grantor, the appointment of a receiver for any part
of Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding
under any bankruptcy or insolvency laws by or against Grantor.


 


Creditor
or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Grantor or by any governmental agency against any collateral securing the
Indebtedness. This includes a garnishment of any of Grantor's accounts, including deposit accounts, with Lender. However, this
Event of Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim
which is the basis of the creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture
proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined
by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.


 


 


 






    	 	1	 



     


    

 


COMMERCIAL PLEDGE AND SECURITY
AGREEMENT 


	Loan No: 22118079	(Continued)	Page 4


 



 


Events Affecting Guarantor. Any
of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or Guarantor dies or becomes incompetent
or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.


 


Adverse Change. A
material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the
Indebtedness is impaired.


 


RIGHTS AND REMEDIES
ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter, Lender may exercise any one or more
of the following rights and remedies:


 


Accelerate Indebtedness.
Declare all Indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately due and payable,
without notice of any kind to Grantor.


 


Collect the Collateral.
Collect any of the Collateral and, at Lender's option and to the extent permitted by applicable law, retain possession of the
Collateral while suing on the Indebtedness.


 


Sell
the Collateral. Sell the Collateral, at Lender's discretion, as a unit or in parcels, at one or more public or private sales.
Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized
market, Lender shall give or mail to Grantor, and other persons as required by law, notice at least ten (10) days in advance of
the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided
to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person's right to
notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice
by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there
shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general
circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of
the property to be sold. Lender may be a purchaser at any public sale.


 


Sell Securities. Sell
any securities included in the Collateral in a manner consistent with applicable federal and state securities laws. If, because
of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction,
Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a
private sale to one or more persons or to a restricted group of persons, even though such sale may result in a price that is less
favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any
securities held as Collateral are "restricted securities" as defined in the Rules of the Securities and Exchange Commission
(such as Regulation D or Rule 144) or the rules of state securities departments under state "Blue Sky" laws, or if Grantor
or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor
any member of Grantor's family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer
without obtaining Lender's prior written consent.


 


Rights
and Remedies with Respect to Investment Property, Financial Assets and Related Collateral. In addition to other rights and
remedies granted under this Agreement and under applicable law, Lender may exercise any or all of the following rights and remedies:
(1) register with any issuer or broker or other securities intermediary any of the Collateral consisting of investment property
or financial assets (collectively herein, "investment property") in Lender's sole name or in the name of Lender's broker,
agent or nominee; (2) cause any issuer, broker or other securities intermediary to deliver to Lender any of the Collateral consisting
of securities, or investment property capable of being delivered; (3) enter into a control agreement or power of attorney with
any issuer or securities intermediary with respect to any Collateral consisting of investment property, on such terms as Lender
may deem appropriate, in its sole discretion, including without limitation, an agreement granting to Lender any of the rights
provided hereunder without further notice to or consent by Grantor; (4) execute any such control agreement on Grantor's behalf
and in Grantor's name, and hereby irrevocably appoints Lender as agent and attorney-in-fact, coupled with an interest, for the
purpose of executing such control agreement on Grantor's behalf; (5) exercise any and all rights of Lender under any such control
agreement or power of attorney; (6) exercise any voting, conversion, registration, purchase, option, or other rights with respect
to any Collateral; (7) collect, with or without legal action, and issue receipts concerning any notes, checks, drafts, remittances
or distributions that are paid or payable with respect to any Collateral consisting of investment property. Any control agreement
entered with respect to any investment property shall contain the following provisions, at Lender's discretion. Lender shall be
authorized to instruct the issuer, broker or other securities intermediary to take or to refrain from taking such actions with
respect to the investment property as Lender may instruct, without further notice to or consent by Grantor. Such actions may include
without limitation the issuance of entitlement orders, account instructions, general trading or buy or sell orders, transfer and
redemption orders, and stop loss orders. Lender shall be further entitled to instruct the issuer, broker or securities intermediary
to sell or to liquidate any investment property, or to pay the cash surrender or account termination value with respect to any
and all investment property, and to deliver all such payments and liquidation proceeds to Lender. Any such control agreement shall
contain such authorizations as are necessary to place Lender in "control" of such investment collateral, as contemplated
under the provisions of the Uniform Commercial Code, and shall fully authorize Lender to issue "entitlement orders"
concerning the transfer, redemption, liquidation or disposition of investment collateral, in conformance with the provisions of
the Uniform Commercial Code.


 


 


 






    	 	 	 



     


    

 


COMMERCIAL PLEDGE AND SECURITY
AGREEMENT 


	Loan No: 22118079	(Continued)	Page 5


 



 


Foreclosure. Maintain a judicial suit for
foreclosure and sale of the Collateral.


 


Transfer Title. Effect
transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor's
attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one)
as shall be necessary or reasonable.


 


Other Rights and Remedies.
Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial
Code, at law, in equity, or otherwise.


 


Application
of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral,
to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with
a sale, Lender's reasonable attorneys' fees and court costs, whether or not there is a lawsuit and including any fees on appeal,
incurred by Lender in connection with the collection and sale of such Collateral and to the payment of the Indebtedness of Grantor
to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted
by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtedness.


 


Election
of Remedies. Except as may be prohibited by applicable law, all of Lender's rights and remedies, whether evidenced by this
Agreement, the Related Documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently.
Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or
to take action to perform an obligation of Grantor under this Agreement, after Grantor's failure to perform, shall not affect
Lender's right to declare a default and exercise its remedies.


 


MISCELLANEOUS PROVISIONS. The following miscellaneous provisions
are a part of this Agreement:


 


Amendments. This
Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters
set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed
by the party or parties sought to be charged or bound by the alteration or amendment.


 


Attorneys' Fees; Expenses.
Grantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's Lender's reasonable attorneys' fees
and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else
to help enforce this Agreement, and Grantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's
Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, including Lender's reasonable attorneys'
fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals,
and any anticipated post-judgment collection services. Grantor also shall pay all court costs and such additional fees as may be
directed by the court.


 


Caption Headings.
Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions
of this Agreement.


 


Governing Law. With respect
to procedural matters related to the perfection and enforcement of Lender's rights against the Collateral, this Agreement will
be governed by federal law applicable to Lender and to the extent not preempted by federal law, the laws of the State of Minnesota.
In all other respects, this Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by
federal law, the laws of the State of Texas without regard to its conflicts of law provisions. However, if there ever is a question
about whether any provision of this Agreement is valid or enforceable, the provision that is questioned will be governed by whichever
state or federal law would find the provision to be valid and enforceable. The loan transaction that is evidenced by the Note and
this Agreement has been applied for, considered, approved and made, and all necessary loan documents have been accepted by Lender
in the State of Texas.


 


 


 






    	 	 	 



     


    

 


COMMERCIAL PLEDGE AND SECURITY
AGREEMENT 


	Loan No: 22118079	(Continued)	Page 6


 



 


Choice of Venue. If
there is a lawsuit, and if the transaction evidenced by this Agreement occurred in Harris County, Grantor agrees upon Lender's
request to submit to the jurisdiction of the courts of Harris County, State of Texas.


 


No Waiver by Lender.
Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed
by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other
right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise
to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course
of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as
to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender
in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases
such consent may be granted or withheld in the sole discretion of Lender.


 


Notices.
Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered,
when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight
courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid,
directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this
Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's
address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise
provided or required by law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice
given to all Grantors.


 


Severability. If
a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance,
that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible,
the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision
cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity,
or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision
of this Agreement.


 


Successors and Assigns.
Subject to any limitations stated in this Agreement on transfer of Grantor's interest, this Agreement shall be binding upon
and inure to the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes vested in a person
other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Agreement and
the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Agreement or liability
under the Indebtedness.


 


Time
is of the Essence. Time is of the essence in the performance of this Agreement.


 


Waive
Jury. All parties to this Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought
by any party against any other party.


 


DEFINITIONS. The
following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated
to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and
terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words
and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code:


 


Agreement.
The word "Agreement" means this Commercial Pledge and Security Agreement, as this Commercial Pledge and Security
Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Commercial Pledge
and Security Agreement from time to time.


 


Borrower.
The word "Borrower" means Black Ridge Oil & Gas, Inc. and includes all co-signers and co-makers signing the
Note and all their successors and assigns.


 


 






    	 	2	 



     


    

 


COMMERCIAL PLEDGE AND SECURITY
AGREEMENT 


	Loan No: 22118079	(Continued)	Page 7


 



 


Brokerage Accounts. The
words "Brokerage Accounts" mean any securities accounts or commodity accounts included in the Collateral at any time,
together with all credit balances and money credited to the account, all investment property carried in the account, and, except
as otherwise agreed by Lender in writing, all other securities accounts and commodity accounts Grantor maintains with the same
broker.


 


Collateral.
The word "Collateral" means all of Grantor's right, title and interest in and to all the Collateral as described
in the Collateral Description section of this Agreement.


 


Default.
The word "Default" means the Default set forth in this Agreement in the section titled "Default".


 


Event of Default. The words "Event
of Default" mean any of the events of default set forth in this Agreement in the default section of this Agreement.


 


Grantor. The word "Grantor" means
Black Ridge Oil & Gas, Inc..


 


Guarantor. The word "Guarantor"
means any guarantor, surety, or accommodation party of any or all of the Indebtedness.


 


Guaranty. The word
"Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the
Note.


 


Income and Proceeds.
The words "Income and Proceeds" mean all present and future income, proceeds, earnings, increases, and substitutions
from or for the Collateral of every kind and nature, including without limitation all payments, interest, profits, distributions,
benefits, rights, options, warrants, dividends, stock dividends, stock splits, stock rights, regulatory dividends, subscriptions,
monies, claims for money due and to become due, proceeds of any insurance on the Collateral, shares of stock of different par value
or no par value issued in substitution or exchange for shares included in the Collateral, and all other property Grantor is entitled
to receive on account of such Collateral, including accounts, documents, instruments, chattel paper, investment property, and general
intangibles.


 


Indebtedness. The word
"Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and interest
together with all other indebtedness and costs and expenses for which Grantor is responsible under this Agreement or under any
of the Related Documents.


 


Lender. The word "Lender" means CADENCE
BANK, N.A., its successors and assigns.


 


Note.
The word "Note" means the Note dated March 10, 2020 and executed by Black Ridge Oil & Gas, Inc. in the principal
amount of $700,000.00, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and
substitutions for the note or credit agreement.


 


Obligor. The word "Obligor"
means without limitation any and all persons obligated to pay money or to perform some other act under the Collateral.


 


Property. The word
"Property" means all of Grantor's right, title and interest in and to all the Property as described in the "Collateral
Description" section of this Agreement.


 


Related Documents. The
words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements,
guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements
and documents, whether now or hereafter existing, executed in connection with the Indebtedness.


 


 


 






    	 		 



     


    

 


COMMERCIAL PLEDGE AND SECURITY
AGREEMENT 


	Loan No: 22118079	(Continued)	Page 8


 



 


GRANTOR HAS READ AND
UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL PLEDGE AND SECURITY AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED
MARCH 10, 2020.


 


GRANTOR:


 


BLACK RIDGE OIL & GAS, INC.


 


	By:	/s/ Kenneth DeCubellis

                                         Kenneth DeCubellis, Chief Executive/Interim Chief

                                         Financial Officer/Secretary of Black Ridge Oil & Gas,

                                         Inc.



 


LENDER:


 


CADENCE BANK, N.A.


 


	By:	

Authorized Signer