AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 23rd, 2007 • Northern Oil & Gas, Inc. • Services-business services, nec • Nevada
THIS AGREEMENT is dated as of March 5, 2007, by and among Kentex Petroleum, Inc., a Nevada corporation (“Parent”); Kentex Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of Parent (“Merger Subsidiary”); Northern Oil and Gas, Inc., a Nevada corporation (“Company”); and the shareholders of Company (collectively, “Company Shareholders”). The foregoing are sometimes collectively referred to as the “Parties.”
PROMISSORY NOTENorthern Oil & Gas, Inc. • March 23rd, 2007 • Services-business services, nec
Northern Oil and Gas, Inc., a Minnesota corporation ("Borrower"), for value received hereby promises to pay to the order of _____________, a Minnesota resident ("Holder"), at Holder's principal office, on or before __________, 2007, the principal sum of ____________ and ___/100 Dollars ($_________) in lawful money of the United States or so much thereof, as shall at any time be advanced by the holder of this Note, without interest.
NONQUALIFIED STOCK OPTION AGREEMENT UNDER NORTHERN OIL AND GAS, INC. STOCK OPTION PLANNonqualified Stock Option Agreement • March 23rd, 2007 • Northern Oil & Gas, Inc. • Services-business services, nec
The Board of Directors of the Company adopted a Stock Option Plan on November 3, 2006, (the “Plan”) and the Plan was approved and adopted by the shareholders of the Company on November 3, 2006. The Board of Directors have further granted an option to Optionee on December 15, 2006, (the “Date of Grant”) to purchase 500,000 shares of the Company’s common stock, par value $0.0001 per share, pursuant to said Plan, and Optionee desires to acquire said option and the parties hereto desire to enter into an agreement as required by said Plan.
November 15, 2006 Northern Oil & Gas, Inc.Northern Oil & Gas, Inc. • March 23rd, 2007 • Services-business services, nec
Kentex Petroleum, Inc. Salt Lake City, Utah 84117 Northern Oil and Gas, Inc. Wayzata, Minnesota 55391Leak-Out Agreement • March 23rd, 2007 • Northern Oil & Gas, Inc. • Services-business services, nec • Utah
Re: Principal Shareholders Agreement (the “Agreement”) respecting Section 6.4(b) of the Agreement and Plan of Merger (“Merger Agreement”), among Kentex Petroleum, Inc., a Nevada corporation (“Kentex”), Kentex Acquisition Corp., a Nevada corporation (“Merger Subsidiary”), and Northern Oil and Gas, Inc., a Nevada corporation (“Northern”)
