6,500,000 Shares NORTHERN OIL AND GAS, INC. Common Stock PLACEMENT AGENCY AGREEMENTNorthern Oil & Gas, Inc. • October 30th, 2009 • Crude petroleum & natural gas • New York
Northern Oil and Gas, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated in this Placement Agency Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the investors identified therein (each, an “Investor” and collectively, the “Investors”), to issue and sell up to an aggregate of 6,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Company hereby confirms its several agreements with Canaccord Adams Inc. (“Canaccord”) and FIG Partners, LLC (“FIG”), as set forth below. Canaccord is referred to as the “Lead Placement Agent” and FIG is referred to as the “Co-Placement Agent;” and collectively, Canaccord and FIG are referred to as to the “Placement Agents.” The Shares are more fully described in the Prospectus (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 30th, 2009 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • New York
The undersigned (the “Investor”) hereby confirms its agreement with Northern Oil and Gas, Inc., a Nevada corporation (the “Company”), as follows:
