LOCK-UP/LEAK-OUT AGREEMENT
Exhibit
10.5
The
undersigned shareholder of Northern Oil and Gas, Inc. (the “Company”), a Nevada
corporation, hereby agrees, in exchange for good and valuable consideration
receipt of which is hereby acknowledged, and in order to create a more orderly
market for the Company’s common stock, that it will not sell, assign, or pledge,
hypothecate, or otherwise transfer in any way, directly or indirectly, any
shares of common stock of the Company, whether such shares are currently held
or
acquired in the future, with the exception of shares underlying company option
grants, prior to the date which is eighteen (18) months after the signing of
this agreement. This Lock-Up/Leak-Out Agreement prohibits both private and
public transactions of any kind with the exception of transactions involving
a
company buyback or between parties subject to this agreement or any third party
who agrees in writing to comply with the terms of the Agreement.
This
Agreement shall be specifically enforceable by the Company by injunction or
restraining order, in addition to any other remedies for breach which may be
available by law including, but not limited to, liquidated damages in the amount
determined to have affected the orderly market for the stock hereby
covered.
The
undersigned shall be allowed to sell a maximum of 5,000 shares per day, during
such running period that the trailing 20 day average daily volume exceeds
100,000 shares.
This
agreement shall terminate in the event the Company does not close on a private
placement of equity by October 1, 2007 at a price per share greater than or
equal to $2.50 and a gross principal amount greater than or equal to
$8,000,000.00.
Shares
Covered by this agreement: ________________
Agreed
to
this ______ day of August, 2007.
SHAREHOLDER:
______________________________
By:
_______________________________________
Its:
_______________________________________
