Exhibit 10.2


 





CHAMBERS ENERGY CAPITAL


600 Travis Street, Suite 7330


Houston, Texas 77002


September 11, 2014


Black Ridge Oil & Gas, Inc.


10275 Wayzata Blvd., Suite
310

Minnetonka, MN 55305

Attention: Mr. James Moe


Ladies and Gentlemen:


Reference is made to that certain Credit
Agreement, dated as of August 8, 2013, among Black Ridge Oil & Gas, Inc., as borrower (the “Borrower”),
Chambers Energy Management, LP, as agent (“Agent”), and the lenders party thereto (as amended, supplemented
or otherwise modified, the “Credit Agreement”). Each capitalized term used herein but not defined herein
shall have the meaning ascribed to such term in the Credit Agreement.


The Borrower, the Lenders and Agent hereby
agree to make the following amendments to the Credit Agreement:


(a)the definition of “First
Lien Carve Out” appearing in Section 1.1 of the Credit Agreement is hereby amended by replacing each reference to “$20,000,000”
appearing therein with “$35,000,000”; and


(b)the definition of “Available
Commitments” appearing in Section 1.1 of the Credit Agreement is hereby amended by replacing “$25,000,000” where
it appears therein with “$30,000,000”.


Each of the parties hereto hereby acknowledges
that (i) the letter from Agent and the Lenders to the Borrower, dated April 21, 2014, pursuant to which the Available Commitments
were increased from $25,000,000 to $30,000,000, (ii) the letter from Agent and the Lenders to the Borrower, dated June 17, 2014,
pursuant to which the Available Commitments were increased from $30,000,000 to $35,000,000, are hereby superseded by this letter
and (iii) the amount of Available Commitments as of the date hereof is $30,000,000.


Except as specifically amended herein,
the Credit Agreement shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. This letter
agreement shall not operate as a waiver of any right, power or remedy of any Lender or Agent under any of the Loan Documents, nor
constitute a waiver of any provision of the Loan Documents.


THIS LETTER AGREEMENT AND ANY CLAIM,
CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS
LETTER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


[Signature
pages follow]


 




    	 



    	 



    

 


 


 


 


	 	Very truly yours,
	 	CHAMBERS ENERGY CAPITAL II, LP,
	 	By:  CEC Fund II GP, LLC, as its general partner
	 	as a Lender
	 	 
	 	 
	 	By:___/s/ J. Robert Chambers________
	 	Name:  J. Robert Chambers
	 	Title:    Managing Director
	 	 
	 	 
	 	 
	 	CHAMBERS ENERGY CAPITAL II TE, LP,
	 	By:  CEC Fund II GP, LLC, as its general partner
	 	as a Lender
	 	 
	 	 
	 	By: __/s/ J. Robert Chambers_________
	 	Name:  J. Robert Chambers
	 	Title:    Managing Director
	 	 
	 	 
	 	 
	 	CHAMBERS ENERGY MANAGEMENT, LP
	 	as Agent
	 	 
	 	 
	 	By: /s/ J. Robert Chambers_______________
	 	Name:  J. Robert Chambers
	 	Title:   President and Chief Executive Officer


 


 


 





Signature Page to Letter Agreement




    	 



    	 



    

Acknowledged and Agreed:


 


BLACK RIDGE OIL & GAS, INC.


 


 


By: /s/ Kenneth DeCubellis______________


Name: Kenneth DeCubellis


Title: Chief Executive Officer


 




 


 


 


 


 


 


 


 


 


 





Signature Page to Letter Agreement