Exhibit 10.2


 


BLACK RIDGE OIL &
GAS, INC.


 


INDEMNIFICATION AGREEMENT


 


This Indemnification
Agreement (“Agreement”) is made as of August 1, 2013 by and between Black Ridge Oil & Gas, Inc., a Nevada corporation
(the “Company”), and Michael Eisele, an individual (“Indemnitee”).


 


RECITALS


 


A.The Company and
Indemnitee recognize the significant cost of directors’ and officers’ liability insurance and the general limitations
in the coverage of such insurance.


 


B.The Company and
Indemnitee further recognize the risk of corporate litigation in general, potentially subjecting officers and directors to litigation
at the same time as the coverage of liability insurance is limited.


 


C.The Company desires
to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and directors of the
Company and to indemnify its officers and directors so as to provide them with the maximum protection permitted by law.


 


NOW, THEREFORE,
in consideration for Indemnitee’s services as an officer or director of the Company, the Company and Indemnitee hereby agree
as follows:


 


1.Indemnification.


 


(a) Third Party
Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to
any threatened, pending or completed action, suit, proceeding or any alternative dispute resolution mechanism, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee
is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, or by reason of the fact that
Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid
in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually
and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and
in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall
not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed
to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that Indemnitee’s conduct was unlawful.






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(b) Proceedings
By or in the Right of the Company. The Company shall indemnify Indemnitee if Indemnitee was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or in the right of the Company or any subsidiary of
the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director, officer, employee or
agent of the Company, or any subsidiary of the Company, or by reason of the fact that Indemnitee is or was serving at the request
of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys’ fees) and, to the fullest extent permitted by law, amounts paid in settlement actually
and reasonably incurred by Indemnitee in connection with the defense or settlement of such action or suit if Indemnitee acted in
good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except
that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged
to be liable to the Company unless and only to the extent that any court in which such action or suit was brought or another court
of competent jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstances
of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper.


 


(c) Mandatory Payment
of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Subsections (a) and (b) of this Section 1, or in defense of any claim, issue or matter therein, Indemnitee
shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection
therewith.


 


2.Advancement
of Expenses. All reasonable Expenses (as hereinafter defined) incurred by or on behalf of Indemnitee (including costs of
enforcement of this Agreement) shall be advanced from time to time by the Company to Indemnitee within thirty (30) days after the
receipt by the Company of a written request for an advance of Expenses, whether prior to or after final disposition of a Proceeding
(as hereinafter defined) (except to the extent that there has been a final adverse determination that Indemnitee is not entitled
to be indemnified for such Expenses), including without limitation any Proceeding brought by or in the right of the Company. The
written request for an advancement of any and all Expenses under this paragraph shall contain reasonable detail of the Expenses
incurred by Indemnitee. By execution of this Agreement, Indemnitee shall be deemed to have made whatever undertaking as may be
required by law at the time of any advancement of Expenses with respect to repayment to the Company of such Expenses. In the event
that the Company shall breach its obligation to advance Expenses under this Section 2, the parties hereto agree that Indemnitee’s
remedies available at law would not be adequate and that Indemnitee would be entitled to specific performance.


 


3.Presumptions
and Effect of Certain Proceedings. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled
to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption in reaching
any contrary determination. The termination of any Proceeding by judgment, order, settlement, arbitration award or conviction,
or upon a plea of nolo contendere or its equivalent shall not affect this presumption or, except as determined by a judgment or
other final adjudication adverse to Indemnitee, establish a presumption with regard to any factual matter relevant to determining
Indemnitee’s rights to indemnification hereunder. If the person or persons so empowered to make a determination pursuant
to Section 4 hereof shall have failed to make the requested determination within sixty (60) days after any judgment, order, settlement,
dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or other disposition or partial
disposition of any Proceeding or any other event that could enable the Company to determine Indemnitee’s entitlement to indemnification,
the requisite determination that Indemnitee is entitled to indemnification shall be deemed to have been made.


 






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4.Procedure
for Determination of Entitlement to Indemnification.


 


(a) Notice/Cooperation
by Indemnitee. Indemnitee shall, as a condition precedent to his right to be indemnified under this Agreement, give the Company
notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought
under this Agreement. Notice to the Company shall be directed to the Chief Executive Officer of the Company at the address shown
on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee). Notice
shall be deemed received as provided in Section 15 of this Agreement. In addition, Indemnitee shall give the Company such information,
documentation and cooperation as it may reasonably require and as shall reasonably be accessible to Indemnitee.


 


(b) Procedure.
Any indemnification and advances provided for in Section 1 and Section 2 shall be made no later than thirty (30) days after receipt
of the written request of Indemnitee; provided, in the case of any request for indemnification, the Company has determined that
Indemnitee is entitled to indemnification under this Agreement. If a claim under this Agreement, under any statute, or under any
provision of the Company’s Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the
Company within thirty (30) days after a written request for payment thereof has first been received by the Company, Indemnitee
may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject
to Section 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees)
of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses
incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the
standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed.
Nevertheless, the Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 2 of this Agreement
unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists.
It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s
right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors,
any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination
that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct
required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup
of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard
of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.


 






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(c) Notice to Insurers.
If, at the time of the receipt of a notice of a claim pursuant to Section 4(a) hereof, the Company has director and officer liability
insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance
with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to
cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with
the terms of such policies.


 


(d) Selection of Counsel.
In the event the Company shall be obligated under Section 2 hereof to pay the expenses of any proceeding against Indemnitee, the
Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, which
approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After
delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will
not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the
same proceeding, provided that Indemnitee shall have the right to employ his counsel in any such proceeding at Indemnitee’s
expense. Notwithstanding anything else herein to the contrary, if Indemnitee reasonably concludes that there may be a conflict
of interest between the Company and Indemnitee in the conduct of any such defense, and the Company approves Indemnitee’s
counsel which approval will not be unreasonably withheld, then the reasonable fees and expenses of Indemnitee’s counsel shall
be at the expense of the Company.


 


5.Additional
Indemnification Rights; Nonexclusivity.


 


(a) Scope. Notwithstanding
any other provision of this Agreement, the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by
law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company’s
Articles of Incorporation, the Company’s Bylaws or by statute. In the event of any change, after the date of this Agreement,
in any applicable law, statute, or rule which expands the right of a Nevada corporation to indemnify a member of its board of directors
or an officer, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and Company’s obligations,
under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Nevada corporation
to indemnify a member of its board of directors or an officer, such changes, to the extent not otherwise required by such law,
statute or rule to be applied to this Agreement shall have no effect on this Agreement or the parties’ rights and obligations
hereunder.


 


(b) Nonexclusivity.
The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled
under the Company’s Articles of Incorporation, its Bylaws, any agreement, any vote of stockholders or disinterested Directors,
the General Corporation Law of the State of Nevada, or otherwise, both as to action in Indemnitee’s official capacity and
as to action in another capacity while holding such office. The indemnification provided under this Agreement shall continue as
to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though he may have ceased to serve
in such capacity at the time of any action, suit or other covered proceeding (the “Indemnification Period”). To the
extent that during the Indemnification Period the rights of the then existing directors and officers are more favorable to such
directors or officers than the rights currently provided to Indemnitee thereunder or under this Agreement, Indemnitee shall be
entitled to the full benefits of such more favorable rights.


 






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6.Partial
Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for
some or a portion of the expenses, judgments, fines or penalties actually and reasonably incurred by him in the investigation,
defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof,
the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee
is entitled, which shall be reasonably determined in good faith by the Company’s Board of Directors.


 


7.Mutual
Acknowledgement. Both the Company and Indemnitee acknowledge that in certain instances, Federal law or applicable public
policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands
and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange
Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s
right under public policy to indemnify Indemnitee.


 


8.Officer
and Director Liability Insurance. The Company shall, from time to time, make the good faith determination whether or not
it is practicable for the Company to obtain and maintain policies of insurance with reputable insurance companies providing the
officers and directors of the Company with coverage for losses from wrongful acts, or to ensure the Company’s performance
of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining
such insurance coverage against the protection afforded by such coverage. In all policies of director and officer liability insurance,
Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded
to the most favorably insured of the Company’s directors, if Indemnitee is a director; or of the Company’s officers,
if Indemnitee is not a director of the Company but is an officer. Notwithstanding the foregoing, the Company shall have no obligation
to obtain or maintain such insurance if the Company determines in good faith that (a) such insurance is not reasonably available,
(b) the premium costs for such insurance are too expensive for the Company to afford or are disproportionate to the amount of coverage
provided, (c) the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or (d)
the Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the Company.


 


9.Severability.
Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in
violation of applicable law. The Company’s inability, pursuant to court order, to perform its obligations under this Agreement
shall not constitute a breach of this Agreement. The provisions of this Agreement shall be severable as provided in this Section
9. If this Agreement or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the
Company shall nevertheless indemnify Indemnitee to the full extent permitted by any applicable portion of this Agreement that shall
not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable in accordance with its terms.


 






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10.Exceptions.
Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:


 


(a) Claims Initiated
by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily
by Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification
under this Agreement or any other statute or law or otherwise as required under the Nevada General Corporation Law, but such indemnification
or advancement of expenses may be provided by the Company in specific cases if the Board of Directors has approved the initiation
or bringing of such suit; or


 


(b) Lack of Good Faith.
To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to
enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made
by the Indemnitee in such proceeding was not made in good faith or was frivolous; or


 


(c) Insured Claims.
To indemnify Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA
excise taxes or penalties, and amounts paid in settlement) which have been paid directly to or on behalf of Indemnitee by an insurance
carrier under a policy of officers’ and directors’ liability insurance maintained by the Company; or


 


(d) Claims Under Section
16(b). To indemnify Indemnitee for expenses and the payment of profits arising from the purchase and sale by Indemnitee of
securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute or


 


(e) Certain Matters.
To indemnify Indemnitee on account of any proceeding with respect to (i) remuneration paid to Indemnitee if it is determined by
final judgment or other final adjudication that such remuneration was in violation of law, (ii) which it is determined by final
judgment or other final adjudication that the Imdemnitee’s conduct was knowingly fraudulent or dishonest or constituted willful
misconduct, or (iii) which it is determined by final judgment or other final adjudication by a court having jurisdiction in the
matter that such indemnification is not lawful.


 


11.Construction
of Certain Phrases.


 


(a) For purposes of this
Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was
a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation
as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.


 






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(b) For purposes of this
Agreement, the term “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript
costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding.
Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation
the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent.
Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


(c) For purposes of this
Agreement, the term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in
which Indemnitee was, is or will be involved as a party or otherwise, by reason of the fact that Indemnitee is or was an officer
or director of the Company, by reason of any action taken by him or of any inaction on his part while acting as an officer or director
of the Company, or by reason of the fact that he is or was serving at the request of the Company as a director, officer, employee,
agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise; in each case whether or not he
is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided
under this Agreement, including one pending on or before the date of this Agreement, but excluding one initiated by Indemnitee
to enforce his rights under this Agreement.


 


(d) For purposes of this
Agreement, references to “other enterprise” shall include employee benefit plans; references to “fines”
shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving
at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes
duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants,
or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not
opposed to the best interests of the Company” as referred to in this Agreement.


 






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12.Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall constitute an original.


 


13.Successors
and Assigns. This Agreement shall be binding upon the Company and its successors and assigns, and shall inure to the benefit
of Indemnitee and Indemnitee’s estate, heirs, legal representatives and permitted assigns.


 


14.Attorneys’
Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the
terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees,
incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines
that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous.
In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the
terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees,
incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made
in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such
action were made in bad faith or were frivolous.


 


15.Notice.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given
(i) if delivered by hand and receipted for by the party addressee, or by email or by facsimile, on the date of such receipt, or
(ii) if mailed by domestic certified or registered mail with postage prepaid, on the third business day after the date postmarked.
Addresses for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by written
notice.


 


16. Choice
of Law. This Agreement shall be governed by and its provisions construed in accordance with the laws of the State of Nevada,
without regard to the conflict of law principles thereof.


 


17.Period
of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company
against Indemnitee, Indemnitee’s estate, spouse, heirs, executors or personal or legal representatives after the expiration
of one year from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished
and deemed released unless asserted by the timely filing of a legal action within such one-year period; provided, however, that
if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern.


 


18.Subrogation.
In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such
rights and to enable the Company effectively to bring suit to enforce such rights.


 


19.Amendment
and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless it
is in writing signed by both the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 






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20.Integration
and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and
merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof
between the parties hereto.


 


 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first above written.


 


 





	COMPANY:	 	INDEMNITEE:
	 	 	 	 	 
	Black Ridge Oil & Gas, Inc., a Nevada corporation	 	Michael Eisele
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By: 	/s/ Kenneth DeCubellis	 	/s/  Michael Eisele
		Kenneth DeCubellis,	 	Michael Eisele
		Chief Executive Officer	 	 	 
	 	 	 	 	 
	Address:	 	 	Address:	 
	 	10275 Wayzata Blvd., Suite 310	 	 	10275 Wayzata Blvd., Suite 310
	 	Minnetonka, MN 55305	 	 	Minnetonka, MN 55305







 







 






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