REGISTRATION RIGHTS AGREEMENT BY AND AMONG NORTHERN OIL & GAS, INC., AND THE INVESTORS PARTY HERETO SEPTEMBER ___, 2007Registration Rights Agreement • September 14th, 2007 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September ___, 2007, is entered into by and among NORTHERN OIL & GAS, INC., a Nevada corporation (the "Company"), and the Persons set forth on the signature pages attached hereto (each a "Purchaser" and, together, the "Purchasers").
LOCK-UP/LEAK-OUT AGREEMENTLock-Up/Leak-Out Agreement • September 14th, 2007 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas
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.
SUBSCRIPTION AGREEMENTSubscription Agreement • September 14th, 2007 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • New York
This Subscription Agreement (this "Agreement"), made as of the date set forth below by and among Northern Oil & Gas, Inc., a Nevada corporation (the "Company"), and the undersigned subscriber (the "Subscriber"), is intended to set forth certain representations, covenants and agreements among the Company and the Subscriber, with respect to the offering (the "Offering") for sale by the Company of shares of Common Stock, par value $.001 per share (the "Common Stock"), as described in the Private Placement Memorandum dated August 17, 2007 (the "Memorandum"), a copy of which has been delivered to Subscriber. The Shares are being offered by the Company through FIG Partners, as placement agent (the "Placement Agent").
PLACEMENT AGENCY AGREEMENT August 31, 2007Placement Agency Agreement • September 14th, 2007 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • Georgia
Northern Oil and Gas, Inc., a Nevada corporation (the “Company”), proposes to offer (the “Offering”) an aggregate up to 4,242,424 shares (the “Shares”) of its common stock, $0.001 par value per share (“Common Stock”) at the price of $3.30 per Share (the “Offering Price”) pursuant to the Offering. The Company proposes to offer such Shares to “accredited investors” (as defined in Regulation D under the Securities Act of 1933, as amended (the “1933 Act”)) as well as no more than 35 unaccredited investors pursuant to an exemption from registration under Rule 506 issued under the 1933 Act.
