Exhibit 4.1


 


REGISTRATION
RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) between Kodiak Oil &
Gas Corp, a Yukon Territory corporation (“Parent”),
Kodiak Oil & Gas (USA) Inc., a Colorado corporation (“Buyer”), and Peak Grasslands, LLC f/k/a
Peak North Dakota II, LLC, a Colorado limited liability company (“Seller”), is made as of
                                ,
2010.


 


RECITALS


 


A.            WHEREAS,
Parent, Buyer and Seller are a party to that certain Asset Purchase Agreement,
dated as of October 19, 2010 (the “Asset
Purchase Agreement”), that provides, among other things, that Buyer
shall purchase all of Seller’s right, title and interest in and to the
Properties (as defined therein) pursuant to the terms and conditions of the
Asset Purchase Agreement.


 


B.            WHEREAS,
subject to the terms and conditions of the Asset Purchase Agreement, at the
Closing (as defined therein), Seller shall receive or become entitled to
receive shares of common stock, no par value, of Parent (the “Parent Common Stock”).


 


C.            WHEREAS,
as a condition precedent to the consummation of the transactions contemplated
by the Asset Purchase Agreement, Parent has agreed to grant Seller certain
registration rights, as set forth herein, with respect to the Registrable
Securities (as defined herein).


 


The parties hereby agree as follows:


 


ARTICLE I
- DEFINITIONS


 


1.1          Definitions


 


As used in this Agreement, the following terms shall
have the following meanings:


 


“Asset Purchase
Agreement” shall have the meaning ascribed thereto in the Recitals
hereof.


 


“Business Day”
means any day other than a Saturday, a Sunday, a United States federal holiday
or a banking holiday in the State of Colorado.


 


“Closing Date”
means the date on which the closing of the transactions contemplated by the
Asset Purchase Agreement occurs.


 


“Holder”
means Seller or any person to whom the rights under Article II have been
duly transferred in accordance with Section 2.7 hereof.


 


“Indemnified Party”
shall have the meaning ascribed thereto in Section 2.4(c).


 


“Indemnifying Party”
shall have the meaning ascribed thereto in Section 2.4(c).


 


“Information
Deadline” means the date that is fifteen days following the Closing
Date.


 

















 


“Parent Common
Stock” shall have the meaning ascribed thereto in the Recitals
hereof.


 


“Registrable
Securities” means (i) the Parent Common Stock, (ii) any
additional securities of Parent received by a Holder as a result of being a
Holder of Registrable Securities, upon a stock split, stock dividend,
reorganization, recapitalization, merger or consolidation, exchange of
securities or otherwise and (iii) any other securities deemed to be
Registrable Securities pursuant to Section 2.7; provided, however, that in
each case securities shall only be treated as Registrable Securities if and
only for so long as they (A) have not been disposed of pursuant to a
registration statement that is effective under the U.S. Securities Act, (B) have
not been sold in a transaction exempt from the registration and prospectus
delivery requirements of the U.S. Securities Act so that all transfer
restrictions and restrictive legends with respect thereto are removed upon the
consummation of such sale, (C) are held by a Holder and (D) either (i) have
been held by the Holder for less than one year or (ii) are not eligible to
be sold pursuant to Rule 144(b)(1)(i) promulgated under the U.S.
Securities Act.


 


“Registration
Expenses” means all expenses incurred by Parent in complying with Section 2.1
hereof, including, without limitation, all registration, qualification and
filing fees, printing expenses, escrow fees, fees and expenses of counsel and
auditors for Parent, blue sky fees and expenses and the expense of any special
audits or “cold comfort” letters incident to or required by any such
registration (but excluding the fees of legal counsel for any Holder) and any
fees and disbursements of underwriters customarily paid by issuers of
securities.


 


“Registration
Period” shall have the meaning ascribed thereto in Section 2.1.


 


“Registration
Statement” shall have the meaning ascribed thereto in Section 2.1.


 


“Required Holder
Information” means such information reasonably requested by Parent,
in a writing delivered to Seller, regarding a Holder and the distribution
proposed by such Holder, including a Registration Statement questionnaire in
the form provided by Parent.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


“U.S. Securities
Act” means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.


 


“U.S. Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.


 


ARTICLE II
- REGISTRATION


 


2.1          Registration
Rights


 


As required by the Asset Purchase Agreement, Parent
has prepared and filed with the SEC a shelf registration statement on Form S-3
under the U.S. Securities Act for an offering to be made on a continuous basis
pursuant to Rule 415 under the U.S. Securities Act covering the resale of
the Registrable Securities (the “Registration
Statement”). The Registration Statement (A) identifies the
Holders as selling security holders, (B) sets forth the amount of
Registrable Securities issued to each Holder at the Closing and (C) sets
forth the plan of distribution set forth in Annex A attached hereto.
Parent has paid the registration fee to cover the Registrable Securities in
accordance with Rule 457


 

















 


under the U.S. Securities Act. The Registration
Statement was declared effective by the SEC on [·],
2010, and the Parent shall use commercially reasonable efforts to cause it to
remain effective for a period of one (1) year from the date hereof
(subject to any “black-out” periods pursuant to Section 2.5) (the “Registration Period”). Parent will use its
best efforts to effect all such registrations, obtain all such qualifications
and comply with all such laws, rules and regulations as may be necessary
in order to permit the sale, transfer and other disposition of the Registrable
Securities by the Holders thereof pursuant to the Registration Statement
(including, without limitation, the execution of any required undertaking to
file post-effective amendments, appropriate qualifications or exemptions under
applicable blue sky or other state securities laws and appropriate compliance
with applicable securities laws, requirements or regulations).


 


2.2          Expenses


 


All Registration Expenses incurred in connection with
any registration, qualification, exemption or compliance pursuant to Section 2.1
shall be borne by Parent or Buyer. All selling expenses relating to the sale of
Registrable Securities registered by or on behalf of any Holder, including, but
not limited to, all underwriting discounts, broker or similar commissions and
all legal fees or other costs of the Holder shall be borne by such Holder.


 


2.3          Duties
of Parent


 


In the case of the registration, qualification,
exemption or compliance effected by Parent pursuant to this Agreement, Parent
shall, upon reasonable request, inform each Holder as to the status of such
registration, qualification, exemption and compliance. At its expense Parent
shall:


 


(a)           except
for such times as Parent is permitted hereunder to suspend the use of the
prospectus forming part of the Registration Statement, use commercially
reasonable efforts to keep such registration, and any qualification, exemption
or compliance under state securities laws which Parent determines to obtain or
which Parent obtains at the request of a Holder pursuant to Section 2.3(g),
continuously effective with respect to a Holder, cause the Registration
Statement (including the documents incorporated therein by reference) to comply
as to form and with all applicable requirements of the U.S. Securities Act and
the U.S. Exchange Act and keep such Registration Statement and the related
prospectus free of any material misstatements or omissions, until all such
securities cease to be Registrable Securities.


 


(b)                                 advise the Holders:


 


(i)            within two (2) Business Days
when any post-effective amendment to the Registration Statement has become
effective;


 


(ii)           as
promptly as practicable, of any request by the SEC for amendments or
supplements to the Registration Statement or the prospectus included therein or
for additional information;


 


(iii)          as
promptly as practicable, of the issuance by the SEC of any stop order
suspending the effectiveness of the Registration Statement or the initiation of
any proceedings for such purpose;


 

















 


(iv)          as
promptly as practicable, of the receipt by Parent of any notification with
respect to the suspension of the qualification of the Registrable Securities
included therein for sale in any jurisdiction or the initiation or threatening
of any proceeding for such purpose; and


 


(v)           as
promptly as practicable, of the occurrence of any event or the existence of any
condition that requires the making of any changes in the Registration Statement
or the prospectus so that, as of such date, the statements therein are not
misleading and do not omit to state a material fact required to be stated
therein or necessary to make the statements therein (in the case of the
prospectus, in the light of the circumstances under which they were made) not
misleading;


 


(c)           use
its commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of any Registration Statement as soon as
reasonably practicable;


 


(d)           if
a Holder so requests in writing, promptly furnish to each such Holder, without
charge, at least one copy of such Registration Statement and any post-effective
amendment thereto, including financial statements and schedules, and, if
explicitly requested, all exhibits in the form filed with the SEC;


 


(e)           during
the Registration Period, promptly deliver to each such Holder, without charge,
such numbers of copies required under the U.S. Securities Act of the
Registration Statement prospectus and any amendment or supplement thereto; and
Parent consents to the use, consistent with the provisions hereof, of the
prospectus or any amendment or supplement thereto by each of the Holders in
connection with the offer and sale of the Registrable Securities covered by the
prospectus or any amendment or supplement thereto;


 


(f)            during
the Registration Period, if a Holder so requests in writing, deliver to each
Holder, without charge, (i) one copy of the following documents, other
than those documents available via EDGAR (and excluding, in each case, exhibits
thereto): (A) its annual report to its shareholders, if any (which annual
report shall contain financial statements audited in accordance with generally
accepted accounting principles in the United States of America by a firm of
certified public accountants of recognized standing), (B) if not included
in substance in its annual report to shareholders, its annual report on Form 10-K
(or similar form), (C) its definitive proxy statement with respect to its
annual meeting of shareholders, (D) each of its quarterly reports to its
shareholders, and, if not included in substance in its quarterly reports to
shareholders, its quarterly report on Form 10-Q (or similar form), and (E) a
copy of the full Registration Statement; and (ii) if explicitly requested,
any exhibits filed with respect to the foregoing;


 


(g)           promptly
take such actions as may be necessary to register or qualify or obtain an
exemption for offer and sale under the securities or blue sky laws of such
United States jurisdictions as any Holder reasonably requests in writing,
provided that Parent shall not for any such purpose be required to qualify
generally to transact business as a foreign corporation in any jurisdiction
where it is not so qualified or to consent to general service of process in any
such jurisdiction, and do any and all other acts or things reasonably necessary
or advisable to enable the offer and sale in such jurisdictions of the
Registrable Securities covered by such Registration Statement;


 


(h)           upon
the occurrence of any event contemplated by Section 2.3(b)(v) above,
except for such times as Parent is permitted hereunder to suspend the use of
the prospectus forming


 

















 


part of the Registration Statement and has suspended
such use, Parent shall promptly prepare and file a post-effective amendment to
the Registration Statement or a supplement to the related prospectus, or file
any other required document so that, as thereafter delivered to purchasers of
the Registrable Securities, the prospectus will not include any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;


 


(i)            otherwise
use all commercially reasonable efforts to comply in all material respects with
all applicable rules and regulations of the SEC which could affect the
sale of the Registrable Securities, including the applicable conditions of Rule 172(c) under
the U.S. Securities Act;


 


(j)            use
all commercially reasonable efforts to cause all Registrable Securities to
continue to be listed on NYSE Amex LLC and each securities exchange or market
on which equity securities issued by Parent have been listed;


 


(k)           if
such registration or approval is necessary, use its best efforts to cause all
Registrable Securities covered by such registration statement to be registered
with or approved by such other governmental agencies or authorities to enable
the Holder or Holders thereof to consummate the disposition of such Registrable
Securities; and


 


(l)            use
all commercially reasonable efforts to take all other steps necessary to (i) effect
the registration of the Registrable Securities contemplated hereby, including
the filing of any amendments and supplements to the initial Registration
Statement or additional Registration Statements and any prospectus used in
connection therewith necessary to keep the Registration Statement effective and
register any Registrable Securities not registered by the initial Registration
Statement, (ii) enable Parent to be eligible for Form S-3 with
respect to resale by the Holders of the Registrable Securities and (iii) enable
the Holders to sell Registrable Securities under Rule 144.


 


2.4          Indemnification


 


(a)           To the extent permitted by law,
Parent shall indemnify each Holder and each person controlling such Holder
within the meaning of Section 15 of the U.S. Securities Act or Section 20
of the U.S. Exchange Act, against all claims, losses, damages and liabilities
(or action in respect thereof), including any of the foregoing incurred in
settlement of any litigation, commenced or threatened (subject to Section 2.4(c) below),
arising out of or based on any untrue statement (or alleged untrue statement)
of a material fact contained in the Registration Statement, any prospectus, any
amendment or supplement to any such Registration Statement or prospectus, or
any other document incident to any such registration, qualification or
compliance or arising out of or based on any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in light of the circumstances in
which they were made, or arising out of or based on any violation by Parent of
the U.S. Securities Act, the U.S. Exchange Act, or any state securities law, or
of any rule or regulation promulgated under the U.S. Securities Act, the
U.S. Exchange Act or any state securities law, or any other law applicable to
Parent and relating to any action or inaction required of Parent in connection
with any such registration, qualification or compliance, and will reimburse
each Holder and each person controlling such Holder, for legal and other
out-of-pocket expenses reasonably incurred in connection with investigating or
defending any


 

















 


such claim, loss, damage, liability or action as
incurred; provided that Parent will not be liable in any such case to the
extent that any untrue statement or omission or allegation thereof is made in
reliance upon and in conformity with written information furnished to Parent by
or on behalf of such Holder for use in preparation of such Registration
Statement, prospectus, amendment or supplement. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
such Holder and shall survive the transfer of such securities by such Holder.


 


(b)           Each
Holder will severally, and not jointly, indemnify Parent, each of its
directors, each of its officers who signed the Registration Statement, and each
person who controls Parent within the meaning of Section 15 of the U.S.
Securities Act or Section 20 of the U.S. Exchange Act, against all claims,
losses, damages and liabilities (or actions in respect thereof), including any
of the foregoing incurred in settlement of any litigation, commenced or
threatened (subject to Section 2.4(c) below), arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in the Registration Statement, any prospectus, or any amendment or
supplement to any such Registration Statement or prospectus, or arising out of
or based on any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in light of the circumstances in which they were made, and will
reimburse Parent, such directors and officers, and each person controlling
Parent for legal and any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action as
incurred, in each case to the extent, but only to the extent, that such untrue
statement or omission or allegation thereof is made in reliance upon and in
conformity with written information furnished to Parent by or on behalf of the
Holder through an instrument duly executed by or on behalf of such Holder
specifically stating that it is for use in preparation of the Registration
Statement or such prospectus, amendment or supplement. Notwithstanding the
foregoing, a Holder’s aggregate liability pursuant to this subsection (b) and
subsection (d) shall be limited to the net amount received by the Holder
from the sale of the Registrable Securities.


 


(c)           Each
party entitled to indemnification under this Section 2.4 (the “Indemnified Party”) shall give notice to
the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and
shall permit the Indemnifying Party (at its expense) to assume the defense of
any such claim or any litigation resulting therefrom, provided that counsel for
the Indemnifying Party, who shall conduct the defense of such claim or
litigation, shall be approved by the Indemnified Party (whose approval shall
not unreasonably be withheld), and the Indemnified Party may participate in
such defense at such Indemnified Party’s expense, and provided further that the
failure of any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations under this Section 2.4,
unless such failure is materially prejudicial to the Indemnifying Party in
defending such claim or litigation and in any event shall not relieve the
Indemnifying Party from any liability which it may have otherwise then on
account of this Section 2.4. Notwithstanding the foregoing, the
Indemnified Party shall have the right to assume the defense at the
Indemnifying Party’s expense of any such claim or any litigation resulting
therefrom if (i) the Indemnifying Party and the Indemnified Party shall
have mutually agreed to the retention of such counsel by the Indemnified Party
or (ii) the named parties to any such proceeding (including any impleaded
parties) include both the Indemnifying Party and the Indemnified Party and the
Indemnified Party shall have reasonably concluded that representation of both
the Indemnifying Party and the Indemnified Party by the same counsel would be
inappropriate due to actual or potential differing interests between them. It
is understood that the Indemnifying Party shall not, in respect of the legal
expenses of any Indemnified Party, in connection


 

















 


with any proceeding or related proceedings in the same
jurisdiction, be liable for the fees and expenses of more than one separate
firm (in addition to any local counsel) and that all such fees and expenses
shall be reimbursed as they are incurred. An Indemnifying Party shall not be
liable for any settlement of an action or claim effected without its written
consent (which consent will not be unreasonably withheld). No Indemnifying
Party, in its defense of any such claim or litigation, shall, except with the
consent of each Indemnified Party, consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to each Indemnified Party of a release from
all liability in respect to such claim or litigation.


 


(d)           If
the indemnification provided for in this Section 2.4 is unavailable to an
Indemnified Party or is insufficient with respect to any loss, liability,
claim, damage or expense referred to therein, then the Indemnifying Party, in
lieu of indemnifying such Indemnified Party thereunder, shall contribute to the
amount paid or payable by such Indemnified Party as a result of such loss,
liability, claim, damage or expense in such proportion as is appropriate to
reflect the relative fault of the Indemnifying Party on the one hand and of the
Indemnified Party on the other in connection with the statements or omissions
or other matter that resulted in such loss, liability, claim, damage or expense
as well as any other relevant equitable considerations. The relative fault of
the Indemnifying Party and of the Indemnified Party shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Indemnifying Party or by
the Indemnified Party and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission; provided,
however, that in no event shall any person be liable for contribution to
the extent that any such Claim arises out of or is based upon an untrue
statement or omission made by such person seeking contribution.


 


2.5          Suspensions and Other Limitations


 


(a)           Each Holder agrees that, upon receipt
of any notice from Parent of the happening of any event requiring the
preparation of a supplement or amendment to a prospectus relating to
Registrable Securities so that, as thereafter delivered to the Holders, such
prospectus shall not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading, each Holder will forthwith discontinue
disposition of Registrable Securities pursuant to the Registration Statement
and prospectus contemplated by Section 2.1 until its receipt of copies of
the supplemented or amended prospectus from Parent or notice from Parent that
the use of the existing prospectus may be resumed and, if so directed by
Parent, each Holder shall deliver to Parent all copies, other than permanent
file copies then in such Holder’s possession, of the prospectus covering such
Registrable Securities current at the time of receipt of such notice.


 


(b)           Each
Holder shall suspend, upon written request of Parent, any disposition of
Registrable Securities pursuant to the Registration Statement and prospectus
contemplated by Section 2.1 during no more than two (2) periods of no
more than thirty (30) calendar days each during any twelve (12)-month period to
the extent that the Board of Directors of Parent determines in good faith based
on the advice of counsel that the sale of Registrable Securities under the
Registration Statement would be reasonably likely to cause a violation of the
U.S. Securities Act or U.S. Exchange Act.


 














 


(c)           As a condition to the inclusion of a
Holder’s Registrable Securities in the Registration Statement, Parent shall
have received from each Holder, on or before the Information Deadline, the
Required Holder Information.


 


(d)           Each Holder, severally and not jointly,
hereby covenants with Parent that such Holder will not make any sale of the
Registrable Securities without effectively causing the prospectus delivery
requirements under the U.S. Securities Act to be satisfied unless such sale is
exempt from registration.


 


(e)           Each Holder acknowledges and agrees that
the Registrable Securities sold pursuant to the Registration Statement are not
transferable on the books of Parent unless the stock certificate submitted to
the transfer agent evidencing such Registrable Securities is accompanied by a
certificate reasonably satisfactory to Parent to the effect that (i) the
Registrable Securities have been sold in accordance with such Registration
Statement and (ii) the requirement of delivering a current prospectus has
been satisfied.


 


(f)            Each Holder, severally and not jointly,
agrees not to take any action with respect to any distribution deemed to be
made pursuant to such Registration Statement which would constitute a violation
of Regulation M under the U.S. Exchange Act or any other applicable rule,
regulation or law.


 


(g)           At the end of the Registration Period,
the Holders shall discontinue sales of shares pursuant to such Registration
Statement upon receipt of notice from Parent of its intention to remove from
registration the shares covered by such Registration Statement which remain
unsold, and, upon written request by Parent such Holders shall notify Parent of
the number of shares registered which remain unsold as soon as practical upon
receipt of such notice from Parent.


 


2.6          Rule 144


 


With a view to making available to the Holders the
benefits of certain rules and regulations of the SEC which at any time
permit the sale of the Registrable Securities to the public without
registration, so long as the Holders still own Registrable Securities, Parent
shall use its reasonable best efforts to:


 


(a)           cause the disqualification set forth in Rule 144(i) under
the U.S. Securities Act not to apply to Parent or its securities;


 


(b)           make and keep public information
available, as those terms are understood and defined in Rule 144 under the
U.S. Securities Act, at all times;


 


(c)           file with the SEC in a timely manner all
reports and other documents required of Parent under the U.S. Exchange Act; and


 


(d)           so long as a Holder owns any Registrable
Securities, furnish to such Holder, upon any reasonable request, a written
statement by Parent as to its compliance with Rule 144 under the U.S.
Securities Act, and of the U.S. Exchange Act, a copy of the most recent annual
or quarterly report of Parent, and such other reports and documents of Parent
as such Holder may reasonably


 

















 


request in availing itself of any rule or
regulation of the SEC allowing a Holder to sell any such securities without
registration.


 


2.7          Assignment of Rights


 


Seller’s right to cause Parent to register Registrable
Securities issued to Seller by Parent under Section 2.1 will be deemed to
be transferred to any person in connection with a transfer by Seller of all or
a portion of its Registrable Securities if the following conditions are
satisfied: (i) such transfer may otherwise be effected in accordance with
applicable securities laws; (ii) Seller gives prior written notice to
Parent of the proposed transfer and such transferee’s name, address, telephone
number and e-mail; (iii) such transferee is a member, partner, investor or
affiliate of Peak Energy Resources, LLC, which is the parent company of Seller,
and such transferee agrees to comply with the terms and provisions of this
Agreement; (iv) such transfer is otherwise in compliance with this
Agreement; and (v) such Registrable Securities continue to satisfy the
definition of Registrable Securities immediately following such transfer.
Subject to the foregoing, Parent agrees to take whatever action that may be required
to identify in the Registration Statement or any prospectus supplement thereto
any Holders that receive Registrable Securities. Except as specifically
permitted by this Section 2.7, the rights with respect to Registrable
Securities as set out herein shall not be transferable to any other person, and
any attempted transfer shall cause all such rights to be forfeited.


 


2.8          Waivers and Amendments


 


This Agreement may not be amended, a provision of this
Agreement or any default, misrepresentation or breach of warranty or agreement
under this Agreement may not be waived, and a consent may not be rendered,
except in a writing executed by the party against which such action is sought
to be enforced. Neither the failure nor any delay by any person in exercising
any right, power or privilege under this Agreement will operate as a waiver of
such right, power or privilege, and no single or partial exercise of any such
right, power or privilege will preclude any other or further exercise of such
right, power or privilege or the exercise of any other right, power or
privilege. In addition, no course of dealing between or among any persons
having any interest in this Agreement will be deemed effective to modify or
amend any part of this Agreement or any rights or obligations of any person
under or by reason of this Agreement. The rights and remedies of the parties to
this Agreement are cumulative and not exclusive of any rights or remedies
provided by law.


 


ARTICLE III
- MISCELLANEOUS


 


3.1          Further Assurances


 


Each of the parties hereto upon the request of each of
the other parties hereto shall do, execute, acknowledge and deliver or cause to
be done, executed, acknowledged and delivered all such further acts, deeds,
documents, assignments, transfers, conveyances, powers of attorney and
assurances as may reasonably be necessary or desirable to complete the
transactions contemplated herein.


 


3.2          Notices


 


All notices and other communications required under
this Agreement shall (unless otherwise specifically provided herein) be in
writing and be delivered personally, by recognized commercial


 

















 


courier or delivery service which provides a receipt,
by telecopier or e-mail (in either case with receipt acknowledged), or by
registered or certified mail (postage prepaid), at the following addresses:


 


If to Buyer or Parent:


 


Kodiak Oil & Gas (USA) Inc.


1625 Broadway, Suite 250


Denver, Colorado 80202


Telephone: (303) 592-8075


Facsimile: (303) 592-8071


E-mail: LPeterson@kodiakog.com


Attention: Lynn A. Peterson


 


With copies to:


 


Dorsey & Whitney LLP


Columbia Center


701 Fifth Avenue, Suite 6100


Seattle, WA 98104-7043


Telephone: (206) 903-8800


Facsimile: (206) 903-8820


E-mail: jones.randal@dorsey.com;
luebeck.lisa@dorsey.com


Attention: Randal R. Jones; Lisa M. Luebeck


 


If to Seller:


 


Peak Grasslands, LLC


1910 Main Avenue


Durango, Colorado 81301


Telephone: (970) 247-1500


Facsimile: (970) 247-5424


E-mail: jvaughn@colopeaks.com


Attention: Mr. Jack Vaughn


 


With copies to:


 


Thompson & Knight LLP


One Arts Plaza


1722 Routh Street, Suite 1500


Dallas, Texas 75201-2533


Telephone: (214) 969-1221


Facsimile: (214) 999-9001


E-mail: arthur.wright@tklaw.com;
annmarie.cowdrey@tklaw.com


Attention: Arthur Wright; Ann Marie Cowdrey


 


If to any Holder other than Seller, per the contact
information provided in the notice contemplated by Section 2.7;


 

















 


and shall be considered delivered on the date of
receipt. Any of Buyer, Parent, Seller or a Holder may specify as its proper
address any other post office address within the continental limits of the
United States by giving notice to the others, in the manner provided in this Section 3.2,
at least ten (10) days prior to the effective date of such change of
address.


 


3.3          Governing Law and Venue


 


Without regard to principles of conflicts of law, this
Agreement shall be construed and enforced in accordance with and governed by
the laws of the State of Texas. The Parties agree that venue shall be Denver,
Colorado.


 


3.4          Entire Agreement


 


This Agreement and the Asset Purchase Agreement
constitute the entire agreement between the parties with respect to the
transactions contemplated herein, and this Agreement and the Asset Purchase
Agreement cancel and supersede any prior understandings, agreements,
negotiations and discussions between the parties.


 


3.5          Counterparts


 


This Agreement may be executed in one or more
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together will constitute one and the
same instrument. An e-mail or facsimile signature will be considered an
original signature.


 


3.6          Enurement


 


This Agreement shall enure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
successors (including any successor by reason of a merger of any party),
administrators and permitted assigns.


 


3.7          Severability


 


If any provision of this Agreement, or the application
thereof to any person, place or circumstance, shall be held by a court of
competent jurisdiction to be invalid, unenforceable or void, the remainder of
this Agreement and such provisions as applied to other persons, places and
circumstances shall remain in full force and effect only if, after excluding
the portion deemed to be unenforceable, the remaining terms shall provide for
the consummation of the transactions contemplated hereby in substantially the
same manner as originally set forth at the later of the date this Agreement was
executed or last amended.


 

















 


IN WITNESS WHEREOF, Buyer, Parent and Seller have executed
this Registration Rights Agreement as of the date first above written.


 


	
  BUYER:

  	
   

  	
  SELLER:

  
	
   

  	
   

  	
   

  
	
  KODIAK OIL & GAS (USA)
  INC.

  	
   

  	
  PEAK GRASSLANDS, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PARENT:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  KODIAK OIL & GAS CORP.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title: