SHARE REPURCHASE AGREEMENT
Exhibit 2.2
Execution Version
THIS SHARE REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 4, 2019, by and between Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), and W Energy Partners LLC, a Delaware limited liability company (“Seller”).
1.Purchase and Sale of Shares. Upon the terms set forth in this Agreement, the Company hereby agrees to purchase from Seller, and Seller hereby agrees to sell to the Company, 3,653,650 shares of common stock of the Company, par value $.001 per share, owned by Seller (the “Shares”) at the purchase price specified in paragraph 2 hereof.
2.Purchase Price. The purchase price for the Shares to be purchased by the Company is $11,066,664.03 in cash (the “Payment”), which is comprised of (a) $5,398,759.94 for 2,029,609 of the Shares (the “November Shares”), and (b) $5,667,904.09 for the other 1,624,041 shares (the “January Shares”).
3.Effective Date; Settlements. On January 14, 2019 or a later date mutually agreed upon by the Company and Seller, Seller will transfer the Shares through the Company’s transfer agent, Equinity Trust Company, for the Company’s account. Upon transfer of the Shares, the Company will pay the Payment for all of the Shares purchased and sold hereunder by wire transfer of immediately available funds to such account as Seller shall have specified in writing at least one business day in advance.
4.Other Agreements.
(a)Reference is made to the Purchase and Sale Agreement, dated July 27, 2018, between the Company and WR Operating LLC (subsequently amended and subsequently assigned to Seller) (as amended and assigned, the “PSA”). Capitalized terms used in this Section 4 and not otherwise defined in this Agreement shall have the meanings given to them in the PSA.
(b)In addition to the Lock-Up Restrictions applicable under Section 8.11 of the PSA, the Seller hereby agrees that such Lock-Up Restrictions continue to apply from January 1, 2019 through January 14, 2019 (inclusive) (the “Additional Lock-Up Period”), and represents and warrants that it has not and will not enter into any transaction in violation of the Lock-Up Restrictions during the Additional Lock-Up Period.
5.Representations and Warranties of Seller. Seller represents and warrants to the Company as follows as of the date hereof:
(a)Seller owns all of the Shares free and clear of all liens, charges, pledges, encumbrances and rights of third parties. No person or entity has asserted any claim or commenced or threatened any litigation concerning Seller’s title to the Shares. Upon delivery of the Shares, Seller will convey to the Company lawful and valid title to the Shares, free and clear of any liens, pledges, encumbrances, charges, agreements, restrictions, or claims of any kind.
(b)Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware.
(c)Seller has the power to enter into and perform this Agreement and consummate the transactions contemplated by this Agreement.
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(d)The execution, delivery and performance of this Agreement, and the consummation and performance of the transactions contemplated hereby, have been duly and validly authorized by all necessary limited liability company action on the part of Seller. This Agreement has been duly executed and delivered by Seller and this Agreement constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, moratorium or similar laws or by legal or equitable principles related to or limiting creditors’ rights generally.
(e)The execution, delivery and performance of this Agreement by Seller, and the consummation and performance of the transactions contemplated hereby, will not result in a breach or violation by Seller of, or constitute a default by Seller under, any judgment, decree, order, governmental permit, license, agreement, indenture, instrument, statute, rule or regulation to which Seller is a party or by which Seller is bound, and no authorization, approval or consent is required in connection with the execution, delivery and performance by Seller of this Agreement or the consummation of the transactions contemplated hereby.
(f)Seller has had the opportunity to review all reports, proxy statements, and other filings made by Company with the Securities and Exchange Commission through the date hereof (the “SEC Reports”). Seller also has had the opportunity to review all press releases of the Company through the date hereof. Seller acknowledges that it has been given the opportunity to ask questions of and receive answers from management of the Company with respect to the Company, including the Company’s business, financial performance and prospects.
(g)The Company will not directly or indirectly have any responsibility, liability or expense for brokerage fees or expenses or other similar form of compensation in connection with this Agreement or any transaction contemplated hereby.
6.Representations and Warranties of Company. The Company represents and warrants to Seller as follows as of the date hereof:
(a)The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.
(b)The Company has the corporate power and authority to enter into this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action of the Company.
(c)The execution, delivery and performance of this Agreement, and the consummation and performance of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, moratorium or similar laws or by legal or equitable principles related to or limiting creditors’ rights generally.
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(d)The execution, delivery and performance of this Agreement by the Company, and the consummation and performance of the transactions contemplated hereby, will not result in a breach or violation by the Company of, or constitute a default by the Company under, any judgment, decree, order, governmental permit, license, agreement, indenture, instrument, statute, rule or regulation to which the Company is a party or by which the Company is bound, and no authorization, approval or consent is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation of the transactions contemplated hereby.
7.Survival of Representations, Warranties and Covenants. All representations, warranties and covenants contained herein shall survive the execution of this Agreement and the consummation of the transactions contemplated hereby.
8.Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and assigns.
9.Severability. In the event that any portion of this Agreement may be held to be invalid or unenforceable for any reason, it is hereby agreed that such invalidity or unenforceability shall not affect the other portions of this Agreement and that the remaining covenants, terms and conditions or portions hereof shall remain in full force and effect, and any court of competent jurisdiction may so modify the objectionable provision as to make it valid, reasonable and enforceable.
10.Entire Agreement. This Agreement contains the complete agreement among the parties hereto with respect to the transactions contemplated hereby and supersedes all prior agreements and understandings among the parties hereto with respect to such transactions.
11.Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware without giving effect to any conflicts of law rules.
12.Counterparts. This Agreement may be executed by facsimile or electronic signature and in two or more counterparts, each of which shall be deemed an original but all of which shall constitute but one instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
COMPANY: NORTHERN OIL AND GAS, INC. By: /s/ Xxxx X'Xxxxx Name: Xxxx O'Grady Title: CFO | |||||
SELLER: W ENERGY PARTNERS LLC By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Hannabury Title: President | |||||
[Signature Page to Share Repurchase Agreement]
