CHAMBERS ENERGY CAPITAL

Exhibit 10.2

XXXXXXXX ENERGY CAPITAL

000 Xxxxxx Xxxxxx, Xxxxx 0000

Xxxxxxx, Xxxxx 00000

April 21, 2014

Black Ridge Oil & Gas, Inc.

00000 Xxxxxxx Xxxx., Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: Xx. Xxxxx Xxx

Ladies and Gentlemen:

Reference is made to (a) that certain Credit Agreement, dated as of August 8, 2013, among Black Ridge Oil & Gas, Inc., as borrower (the “Borrower”), Xxxxxxxx Energy Management, LP, as agent (“Agent”), and the lenders party thereto (as amended, supplemented or otherwise modified, the “Credit Agreement”), and (b) that certain letter, dated as of March 7, 2014, by the Borrower to Agent (the “Letter”). Each capitalized term used herein but not defined herein shall have the meaning ascribed to such term in the Credit Agreement.

In the Letter, the Borrower requested that the Lenders increase the Available Commitments in the amount of $5,000,000 (the “Increase”) pursuant to Section 2.2(c) of the Credit Agreement. The undersigned Lenders hereby consent to the Increase. Notwithstanding Section 2.2(c) of the Credit Agreement, the Borrower, the Lenders and Agent agree that the Increase shall be effective as of April 21, 2014.

In addition, 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 “$18,000,000” appearing therein with “$20,000,000”; and

(b) Section 9.2 of the Credit Agreement is hereby amended by changing Agent’s notice information to the following:

	Agent:	Xxxxxxxx Energy Management, LP
		000 Xxxxxx Xxxxxx, Xxxxx 0000
		Xxxxxxx, XX 00000
		Attention: Xxxxxx Xxxxx
		Email: xxxxxx@xxxxxxxxxxxxxx.xxx
	with a copy to (which copy
	shall not constitute notice):	Cortland Capital Market Services LLC
		000 Xxxx Xxxxxxxxxx Xxxxxx, Xxxxx 0000
		Xxxxxxx, XX 00000
		Attention: Aslam X.Xxxxx
		Facsimile: (000) 000-0000
		Email: xxxxx.xxxxx@xxxxxxxxxxxxxx.xxx
	with a copy to (which copy
	shall not constitute notice):	Xxxxxx & Xxxxxxx LLP
		000 Xxxx Xxxxxx, Xxxxx 0000
		Xxxxxxx, XX 00000
		Attention: J. Xxxxxxx Xxxxxxxx
		Facsimile: (000) 000-0000
		Email: xxxxxxx.xxxxxxxx@xx.xxx

[Signature pages follow]

1

Very truly yours,.

XXXXXXXX ENERGY CAPITAL II, LP,

By: CEC Fund II GP, LLC, as its general partner

as a Lender

By: /s/ J. Xxxxxx Xxxxxxxx

Name: J. Xxxxxx Xxxxxxxx

Title: Managing Director

XXXXXXXX ENERGY CAPITAL II TE, LP,

By: CEC Fund II GP, LLC, as its general partner

as a Lender

By: /s/ J. Xxxxxx Xxxxxxxx

Name: J. Xxxxxx Xxxxxxxx

Title: Managing Director

XXXXXXXX ENERGY MANAGEMENT, LP

as Agent

By: /s/ J. Xxxxxx Xxxxxxxx

Name: J. Xxxxxx Xxxxxxxx

Title: President and Chief Executive Officer

Acknowledged and Agreed:

BLACK RIDGE OIL & GAS, INC.

By: /s/ Xxxxxxx XxXxxxxxxx

Name: Xxxxxxx XxXxxxxxxx

Title: Chief Executive Officer

2