Exhibit 10.23


 


____________ __, 2017 


 


Black Ridge Acquisition Corp. 


c/o Black Ridge Oil & Gas, Inc. 


110 North 5th Street, Suite 410 


Minneapolis, Minnesota 55403 


 


EarlyBirdCapital,
Inc. 


366
Madison Avenue, 8th Floor 


New
York, New York 10017 


 


 Re:   Initial
Public Offering 


 


Gentlemen: 


 


 This letter is being delivered to
you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and
between Black Ridge Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital,
Inc. as representative (the “Representative”) of the several Underwriters named in Schedule I thereto
(the “Underwriters”), relating to an underwritten initial public offering (the “IPO”)
of the Company’s units (the “Units”), each comprised of one share of the Company’s common
stock, par value $0.0001 per share (the “Common Stock”), one right to receive one-tenth of one share
of Common Stock (each, a “Right”) and one warrant, each whole warrant exercisable for one share of Common Stock (each,
a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof. 


 


In order to induce the
Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit
that such IPO will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the undersigned hereby agrees with the Company as follows: 


 


1.       If
the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all shares of Common Stock
beneficially owned by him, whether acquired before, in or after the IPO, in favor of such Business Combination. 


 






    	 



     


    

 


2.       In
the event that the Company fails to consummate a Business Combination within the time period set forth in the Company’s
Certificate of Incorporation, as the same may be amended from time to time, the undersigned will, as promptly as possible, cause
the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not
more than 10 business days thereafter, redeem 100% of the Common Stock sold as part of the Units in the IPO (the “Offering
Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the Trust Account not previously released to the Company to pay its income and other taxes, divided by the
number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders
(including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors,
dissolve and liquidate, subject in the cases of clauses (ii) and (iii) to the Company’s obligations under Delaware law to
provide for claims of creditors and other requirements of applicable law. The undersigned hereby waives any and all right, title,
interest or claim of any kind in or to any distribution of the Trust Account and any remaining net assets of the Company as a
result of such liquidation with respect to his shares of Founders’ Common Stock (“Claim”) and hereby waives
any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company
and will not seek recourse against the Trust Account for any reason whatsoever. The undersigned acknowledges and agrees that there
will be no distribution from the Trust Account with respect to any Warrants or Rights, all rights of which will terminate on the
Company’s liquidation. 


 


3.       The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated
with any Insiders of the Company or their affiliates, such transaction must be approved by a majority of the Company’s disinterested
independent directors and the Company must obtain an opinion from an independent investment banking firm, or another independent
entity that commonly renders valuation opinions on the type of target business the Company is seeking to acquire, that such Business
Combination is fair to the Company’s unaffiliated stockholders from a financial point of view. 


 


4.       Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
and will not accept any compensation or other cash payment prior to, or for services rendered in order to effectuate, the consummation
of the Business Combination; provided that the Company shall be allowed to make the payments set forth in the Registration Statement
under the caption “Prospectus Summary – The Offering – Limited payments to insiders.” Notwithstanding
the foregoing, the undersigned and any affiliate of the undersigned shall be entitled to reimbursement from the Company for their
out-of-pocket expenses incurred in connection with identifying, investigating and consummating a Business Combination. 


 


5.       Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
or accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned
or any affiliate of the undersigned originates a Business Combination. 


 






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6.       The
undersigned will place into escrow all of his shares of Founders’ Common Stock, if any, pursuant to the terms of a Stock
Escrow Agreement which the Company will enter into with the undersigned and an escrow agent. 


 


 7.       (a)      In
order to minimize potential conflicts of interest that may arise from multiple corporate affiliations, the undersigned hereby
agrees that until the earliest of the Company’s initial Business Combination or liquidation, the undersigned shall present
to the Company for its consideration, prior to presentation to any other entity, any target business that has a fair market value
of at least 80% of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the
income accrued on the Trust Account), subject to any pre-existing fiduciary or contractual obligations the undersigned might have. 


 


(b)     The
undersigned hereby agrees and acknowledges that (i) each of the Underwriters and the Company may be irreparably injured in the
event of a breach of any of the obligations contained in this letter, (ii) monetary damages may not be an adequate remedy for
such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such
party may have in law or in equity, in the event of such breach. 


 


8.       The
undersigned agrees to be an Officer and/or Director of the Company until the earlier of the consummation by the Company of a Business
Combination or the liquidation of the Company. The undersigned’s biographical information previously furnished to the Company
and the Representative is true and accurate in all respects, does not omit any material information with respect to the undersigned’s
background and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under
the Securities Act of 1933. The undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative
is true and accurate in all respects. The undersigned represents and warrants that: 


 


		(a)	he is not subject to, or a respondent in, any legal action for, any injunction, cease-and-desist
order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;






 


		(b)	he has never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii) relating
to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and
he is not currently a defendant in any such criminal proceeding; and






 


		(c)	he has never been suspended or expelled from membership in any securities or commodities exchange
or association or had a securities or commodities license or registration denied, suspended or revoked.



 


9.         The
undersigned has full right and power, without violating any agreement by which he is bound, to enter into this letter agreement
and to serve as an Officer and/or Director of the Company.


 






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10.       The
undersigned hereby waives his right to exercise conversion rights with respect to any shares of the Company’s common stock
owned or to be owned by the undersigned, directly or indirectly (or to sell such shares to the Company in a tender offer), whether
such shares be part of the Founders’ Common Stock or shares purchased by the undersigned in the IPO or in the aftermarket,
and agrees that he will not seek conversion with respect to such shares in connection with any vote to approve a Business Combination
(or sell such shares to the Company in a tender offer in connection with such a Business Combination). 


 


11.       The
undersigned hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate
of Incorporation that would affect the ability of holders of IPO Shares to convert or sell their shares to the Company in connection
with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of the IPO Shares
if the Company does not complete a Business Combination within the time period set forth in the Company’s Amended and Restated
Certificate of Incorporation unless the Company provides public stockholders with the opportunity to convert their IPO Shares
upon such approval in accordance with the charter. 


 


12.       This
letter agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
The undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in any way to this
letter agreement (a “Proceeding”) shall be brought and enforced in the courts of the State of New York of the United
States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall
be exclusive, (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum and
(iii) irrevocably agrees to appoint Graubard Miller as agent for the service of process in the State of New York to receive, for
the undersigned and on his behalf, service of process in any Proceeding. If for any reason such agent is unable to act as such,
the undersigned will promptly notify the Company and the Representative and appoint a substitute agent acceptable to each of the
Company and the Representative within 30 days and nothing in this letter will affect the right of either party to serve process
in any other manner permitted by law. 


 


13.       As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business combination with one or more businesses or entities; (ii) “Insiders”
shall mean all officers, directors and sponsors of the Company immediately prior to the IPO; (iii) “Founders’ Common
Stock” shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO; (iv) “IPO
Shares” shall mean the shares of Common Stock issued in the Company’s IPO; (v) “Private Units” shall mean
the units that are being sold privately by the Company simultaneously with the consummation of the IPO; (vi) “Trust Account”
shall mean the trust account into which a portion of the net proceeds of the Company’s IPO will be deposited; and (vii)
“Registration Statement” means the Company’s registration statement on Form S-1 (SEC File No. 333-220516) filed
with the Securities and Exchange Commission. 


 






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14.       This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the
extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may
not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except
by a written instrument executed by all parties hereto. 


 


15.       The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters
a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with
respect to the subject matter hereof. 


 


16.       This
letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives
and assigns. This letter agreement shall terminate on the earlier of (i) the consummation of a Business Combination and (ii) the
liquidation of the Company; provided, that such termination shall not relieve the undersigned from liability for any breach
of this agreement prior to its termination. 


 


[Signature Page Follows]


 






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	 	 	Print Name of Insider	 
	 	 	 	 
	 	 	Signature	 
	 	 	 	 
	 	 	Acknowledged and Agreed:	 
	 	 	 	 
	 	 	Black Ridge Acquisition Corp.	 
	 	 	 	 
	 	By: 	 	 
	 	 	Name:	 
	 	 	Title:	 



 






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____________
__, 2017


 


Black
Ridge Acquisition Corp.


c/o
Black Ridge Oil & Gas, Inc.


110
North 5th Street, Suite 410


Minneapolis,
Minnesota 55403


 


EarlyBirdCapital,
Inc.


366
Madison Avenue, 8th Floor


New
York, New York 10017


 


Re:       Initial
Public Offering


 


Gentlemen:


 


This
letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between Black Ridge Acquisition Corp., a Delaware corporation (the “Company”), and
EarlyBirdCapital, Inc. as representative (the “Representative”) of the several Underwriters named in
Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”)
of the Company’s units (the “Units”), each comprised of one share of the Company’s common
stock, par value $0.0001 per share (the “Common Stock”), one right to receive one-tenth of one share
of Common Stock (each, a “Right”) and one warrant, each whole warrant exercisable for one share of Common
Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 14 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in
recognition of the benefit that such IPO will confer upon the undersigned, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, each of the undersigned hereby agrees with the Company as follows:


 


1.            If
the Company solicits approval of its stockholders of a Business Combination, each of the undersigned will vote all shares of Common
Stock beneficially owned by it, whether acquired before, in or after the IPO, in favor of such Business Combination.


 






    


     


    

 


2.            In
the event that the Company fails to consummate a Business Combination within the time period set forth in the Company’s
Certificate of Incorporation, as the same may be amended from time to time, each of the undersigned will, as promptly as possible,
cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but
not more than 10 business days thereafter, redeem 100% of the Common Stock sold as part of the Units in the IPO (the “Offering
Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the Trust Account not previously released to the Company to pay its income and other taxes, divided by the
number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders
(including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors,
dissolve and liquidate, subject in the cases of clauses (ii) and (iii) to the Company’s obligations under Delaware law to
provide for claims of creditors and other requirements of applicable law. Each of the undersigned hereby waives any and all right,
title, interest or claim of any kind in or to any distribution of the Trust Account and any remaining net assets of the Company
as a result of such liquidation with respect to the shares of Founders’ Common Stock owned by the undersigned (“Claim”)
and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements
with the Company and will not seek recourse against the Trust Account for any reason whatsoever. In the event of the liquidation
of the Trust Account, Black Ridge Oil & Gas, Inc. agrees to indemnify and hold harmless the Company for any debts and obligations
to target businesses or vendors or other entities that are owed money by the Company for services rendered or contracted for or
products sold to the Company, but only to the extent necessary to ensure that such debt or obligation does not reduce the amount
of funds in the Trust Account below $10.05 per share; provided that such indemnity shall not apply (i) if such vendor or prospective
target business executed an agreement waiving any right, title, interest or claim of any kind they may have in or to any monies
held in the Trust Account, or (ii) as to any claims under the Company’s obligation to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Each
of the undersigned acknowledges and agrees that there will be no distribution from the Trust Account with respect to any Warrants
or Rights, all rights of which will terminate on the Company’s liquidation.


 


3.            Each
of the undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated
with any Insiders of the Company or their affiliates, such transaction must be approved by a majority of the Company’s disinterested
independent directors and the Company must obtain an opinion from an independent investment banking firm, or another independent
entity that commonly renders valuation opinions on the type of target business the Company is seeking to acquire, that such Business
Combination is fair to the Company’s unaffiliated stockholders from a financial point of view.


 


4.            Neither
of the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
and will not accept any compensation or other cash payment prior to, or for services rendered in order to effectuate, the consummation
of the Business Combination; provided that the Company shall be allowed to make the payments set forth in the Registration Statement
under the caption “Prospectus Summary – The Offering – Limited payments to insiders.”


 






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5.            Neither
of the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
or accept a finder’s fee or any other compensation in the event either of the undersigned, any member of the family of the
undersigned or any affiliate of the undersigned originates a Business Combination.


 


6.            (a)            Black
Ridge Oil & Gas, Inc. will place into escrow all shares of Founders’ Common Stock, portions of which shall be subject
to forfeiture in the event the Underwriters do not exercise their over-allotment option in full, pursuant to the terms of a Stock
Escrow Agreement which the Company will enter into with Black Ridge Oil & Gas, Inc. and an escrow agent.


 


(b)            Black
Ridge Oil & Gas, Inc. agrees that until after the Company consummates a Business Combination, the undersigned’s Private
Units (and underlying securities) will be subject to the transfer restrictions described in the subscription agreement relating
to the undersigned’s Private Unit purchase.


 


7.            (a)            In
order to minimize potential conflicts of interest that may arise from multiple corporate affiliations, each of the undersigned
hereby agrees that until the earliest of the Company’s initial Business Combination or liquidation, the undersigned shall
present to the Company for its consideration, prior to presentation to any other entity, any suitable target business, subject
to any pre-existing fiduciary or contractual obligations the undersigned might have.


 


(b)            Each
of the undersigned agrees not to participate in the formation of, or become an officer or director of, any blank check company
until the Company has entered into a definitive agreement regarding its initial Business Combination or the Company has failed
to complete an initial Business Combination within the time period set forth in the Company’s Certificate of Incorporation
as the same may be amended from time to time.


 


8.            Ken
DeCubellis agrees to be the Chairman of the Board and Chief Executive Officer of the Company until the earlier of the consummation
by the Company of a Business Combination or the liquidation of the Company. Mr. DeCubellis’ biographical information previously
furnished to the Company and the Representative is true and accurate in all respects, does not omit any material information with
respect to the undersigned’s background and contains all of the information required to be disclosed pursuant to Item 401
of Regulation S-K, promulgated under the Securities Act. Mr. DeCubellis’ FINRA Questionnaire previously furnished to the
Company and the Representative is true and accurate in all respects. Mr. DeCubellis represents and warrants that:


 


		(a)	he
is not subject to, or a respondent in, any legal action for, any injunction, cease-and-desist order or order or stipulation to
desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;



 






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		(b)	he
has never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii) relating to any financial transaction
or handling of funds of another person, or (iii) pertaining to any dealings in any securities and he is not currently a defendant
in any such criminal proceeding; and



 


		(c)	he
has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities
or commodities license or registration denied, suspended or revoked.



 


9.            Each
of the undersigned has full right and power, without violating any agreement by which he or it is bound, to enter into this letter
agreement and with respect to Mr. DeCubellis, to serve as an officer of the Company.


 


10.          Each
of the undersigned hereby waives any right to exercise conversion rights with respect to any shares of the Company’s common
stock owned or to be owned by the undersigned, directly or indirectly (or to sell such shares to the Company in a tender offer),
whether such shares be part of the Founders’ Common Stock or shares purchased by the undersigned in the IPO or in the aftermarket,
and each agrees not to seek conversion with respect to such shares in connection with any vote to approve a Business Combination
(or sell such shares to the Company in a tender offer in connection with such a Business Combination).


 


11.          Each
of the undersigned hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Amended and
Restated Certificate of Incorporation that would affect the ability of holders of IPO Shares to convert or sell their shares
to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation
to redeem 100% of the IPO Shares if the Company does not complete a Business Combination within the time period set forth in
the Company’s Amended and Restated Certificate of Incorporation unless the Company provides public stockholders with
the opportunity to convert their IPO Shares upon such approval in accordance with the charter.


 


12.          In
the event that the Company does not consummate a Business Combination and must liquidate and its remaining net assets are insufficient
to complete such liquidation, Black Ridge Oil & Gas, Inc. agrees to advance such funds necessary to complete such liquidation
and agrees not to seek repayment for such expenses.


 


13.          This
letter agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
Each of the undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in any way
to this letter agreement (a “Proceeding”) shall be brought and enforced in the courts of the State of New York of
the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive, (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum
and (iii) irrevocably agrees to appoint Graubard Miller as agent for the service of process in the State of New York to receive,
for the undersigned and on his behalf, service of process in any Proceeding. If for any reason such agent is unable to act as
such, the undersigned will promptly notify the Company and the Representative and appoint a substitute agent acceptable to each
of the Company and the Representative within 30 days and nothing in this letter will affect the right of either party to serve
process in any other manner permitted by law.


 






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14.          As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business combination with one or more businesses or entities; (ii) “Insiders”
shall mean all officers, directors and sponsor of the Company immediately prior to the IPO; (iii) “Founders’ Common
Stock” shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO; (iv) “IPO
Shares” shall mean the shares of Common Stock issued in the Company’s IPO; (v) “Private Units” shall mean
the units that are being sold privately by the Company simultaneously with the consummation of the IPO; (vi) “Trust Account”
shall mean the trust account into which a portion of the net proceeds of the IPO will be deposited; and (vii) “Registration
Statement” means the Company’s registration statement on Form S-1 (SEC File No. 333-220516) filed with the Securities
and Exchange Commission.


 


15.          This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the
extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may
not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except
by a written instrument executed by all parties hereto.


 


16.          Each
of the undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters
a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with
respect to the subject matter hereof.


 


17.          Each
of the undersigned acknowledges and agrees that (a) each of the Underwriters and the Company would be irreparably injured in the
event of a breach by the undersigned of its obligations in this letter agreement, (b) monetary damages may not be an adequate
remedy for such breach and (c) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy
that such party may have in law or in equity, in the event of such breach.


 






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17.          This
letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives
and assigns. This letter agreement shall terminate on the earlier of (i) the consummation of a Business Combination and (ii) the
liquidation of the Company; provided, that such termination shall not relieve the undersigned from liability for any breach
of this agreement prior to its termination.


 


[Signature
Page Follows]


 




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	 	 	Ken DeCubellis
	 	 	Print Name of Insider
	 	 	 
	 	 	Signature
	 	 	 
	 	 	Black Ridge Oil & Gas, Inc.
	 	 	Print Name of Insider
	 	 	 
	 	By:	 
	 	 	 
	 	 	Signature
	 	 	 
	 	 	Acknowledged and Agreed:
	 	 	 
	 	 	Black Ridge Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	EarlyBirdCapital, Inc.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






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