0001104485-18-000023 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • February 23rd, 2018 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • New York

This EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of January 31, 2018, by and among NORTHERN OIL AND GAS, INC., a Minnesota corporation (the “Company”), and each of the holders listed on Schedule A attached hereto (collectively, the “Noteholders” and each, a “Noteholder”). Capitalized terms not defined herein shall have the meaning assigned to them in the Second Lien Notes term sheet set forth on Exhibit A attached hereto (the “Term Sheet”).

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