Exhibit 10.1 to Form 8-K dated October 29, 2009



Exhibit 10.1


SUBSCRIPTION AGREEMENT


Northern Oil
and Gas, Inc. 

315
Manitoba Avenue, Suite 200

Wayzata,
MN 55391


Gentlemen:


          The
undersigned (the “Investor”)
hereby confirms its agreement with Northern Oil and Gas, Inc., a Nevada
corporation (the “Company”),
as follows: 



          1.     This
Subscription Agreement, including the Terms and Conditions for Purchase of
Shares attached hereto as Annex I (collectively, this “Agreement”), is
made as of the date set forth below between the Company and the Investor. 



          2.     The
Company represents and warrants that it has authorized the sale and issuance to
certain investors of up to an aggregate of Nine Million Five Hundred Thousand (9,500,000)
shares (the “Shares”)
of its Common Stock, par value $0.001 per share (the “Common Stock”),
subject to adjustment by the Company’s Board of Directors or a committee
thereof, for a purchase price of $9.12 per share (the “Purchase Price”). 



          3.     The
Company represents and warrants that the offering and sale of the Shares (the “Offering”) are
being made pursuant to (a) an effective Registration Statement on Form S-3
(Registration No. 333-158320) (the “Registration Statement”) filed by the
Company with the Securities and Exchange Commission (the “Commission”),
including the Prospectus contained therein (the “Base Prospectus”), (b) if
applicable, certain “free writing prospectuses” (as that term is defined in
Rule 405 under the Securities Act of 1933, as amended (the “Act”)), that have been or will be filed
with the Commission and delivered to the Investor on or prior to the date
hereof (the “Issuer Free Writing Prospectus”),
containing certain supplemental information regarding the Shares, the terms of
the Offering and the Company, and (c) a Prospectus Supplement (the “Prospectus Supplement”
and, together with the Base Prospectus, the “Prospectus”) containing certain
supplemental information regarding the Shares and terms of the Offering that
has been or will be (i) filed with the Commission, and (ii) delivered to the
Investor (or made available to the Investor by the filing by the Company of an
electronic version thereof with the Commission). 



          4.     The
Company and the Investor agree that the Investor will purchase from the Company
and the Company will issue and sell to the Investor the Shares of Common Stock
set forth below for the aggregate purchase price set forth below. The Shares
shall be purchased pursuant to the Terms and Conditions for Purchase of Shares
attached hereto as Annex I and incorporated herein by this reference as
if fully set forth herein. The Investor acknowledges that the Offering is not
being underwritten by the placement agents (the “Placement Agents”) named in the
Prospectus Supplement and that there is no minimum offering amount. 



          5.     The
manner of settlement of the Shares purchased by the Investor shall be
determined by such Investor as follows (check one): 







	
  

 	
  

 	
  

 	
  

 	
  

 
	
 [____] A.

 	
 Delivery by crediting the account of the Investor’s prime broker (as
specified by such Investor on Exhibit A annexed hereto) with the
Depository Trust Company (“DTC”)
through its Deposit/Withdrawal At Custodian (“DWAC”) system, whereby Investor’s prime broker
shall
initiate a DWAC transaction on the Closing Date using its DTC participant
identification number, and released by Registrar and Transfer Company, the
Company’s transfer agent (the “Transfer
Agent”), at the Company’s direction. NO LATER THAN ONE (1)
BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE
COMPANY, THE INVESTOR SHALL: 

 
	
  

 	
  

 
	
  

 	
  

 	
  (I)

 	
 DIRECT THE BROKER-DEALER AT WHICH THE
 ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A
 DWAC INSTRUCTING THE TRANSFER
 AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES, AND

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (II)

 	
 REMIT BY WIRE TRANSFER THE AMOUNT OF FUNDS
 EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SHARES BEING PURCHASED BY THE
 INVESTOR TO THE FOLLOWING ACCOUNT:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Bank Name:
 Citibank, New York

 ABA # 021000089

 Account Name: Northern Oil and Gas, Inc.

 Account Number: 40611172

 F/C Account: 364-040573

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 – OR – 

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 [____] B.

 	
 Delivery versus payment (“DVP”) through DTC (i.e., on the
 Closing Date, the Company shall deliver Shares registered in the Investor’s
 name and address as set forth below and released by the Transfer Agent to the
 Investor through DTC at the Closing directly to the account(s) at Canaccord
 Adams Inc. (“Canaccord”)
 identified by the Investor; upon receipt of such Shares, Canaccord shall
 promptly electronically deliver such Shares to the Investor, and
 simultaneously therewith payment shall be made by Canaccord by wire transfer
 to the Company). NO LATER THAN ONE (1)
 BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE
 COMPANY, THE INVESTOR SHALL:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (I)

 	
 NOTIFY CANACCORD OF THE ACCOUNT OR ACCOUNTS
 AT CANACCORD TO BE CREDITED WITH THE SHARES BEING PURCHASED BY SUCH INVESTOR,
 AND

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (II)

 	
 CONFIRM THAT THE ACCOUNT OR ACCOUNTS AT
 CANACCORD TO BE CREDITED WITH THE SHARES BEING PURCHASED BY THE INVESTOR HAVE
 A MINIMUM BALANCE EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SHARES BEING
 PURCHASED BY THE INVESTOR.

 



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IT IS THE INVESTOR’S RESPONSIBILITY TO (A)
MAKE THE NECESSARY WIRE TRANSFER OR CONFIRM THE PROPER ACCOUNT BALANCE IN A
TIMELY MANNER AND (B) ARRANGE FOR SETTLEMENT BY WAY OF DWAC OR DVP IN A TIMELY
MANNER. IF THE INVESTOR DOES NOT DELIVER THE AGGREGATE PURCHASE PRICE FOR THE
SHARES OR DOES NOT MAKE PROPER ARRANGEMENTS FOR SETTLEMENT IN A TIMELY MANNER,
THE SHARES MAY NOT BE DELIVERED AT CLOSING TO THE INVESTOR OR THE INVESTOR MAY
BE EXCLUDED FROM THE CLOSING ALTOGETHER.



          6.     The
Investor represents that, except as set forth below, (a) it has had no material
relationship (exclusive of any investments by the Investor in the Company’s securities)
within the past three years with the Company or persons known to it to be
affiliates of the Company, (b) it is not a FINRA member or an Associated Person
of a FINRA member (as such term is defined under the NASD Membership and
Registration Rules Section 1011) as of the Closing, and (c) neither the
Investor nor any group of Investors (as identified in a public filing made with
the Commission) of which the Investor is a part in connection with the Offering
of the Shares, acquired, or obtained the right to acquire, 20% or more of the
Common Stock (or securities convertible into or exercisable for Common Stock)
or the voting power of the Company on a post-transaction basis. Exceptions: 


	
  

 	
  

 
	
 The representations above are made to the knowledge of the signatory
 below.

 	
  

 
	
 (If no exceptions, write “none.” If left blank, response will be
 deemed to be “none.”)

 	
  

 



          7.     The
Investor represents that it has received (or otherwise had made available to it
by the filing by the Company of an electronic version thereof with the
Commission) the Base Prospectus which is a part of the Company’s Registration
Statement, the documents incorporated by reference therein and any Issuer Free
Writing Prospectus (collectively, the “Disclosure Package”), prior to or in
connection with the receipt of this Agreement. The Investor acknowledges that,
prior to the delivery of this Agreement by the Investor to the Company, the
Investor will receive certain additional information regarding the Offering,
including pricing information (the “Offering Information”). Such information
may be provided to the Investor by any means permitted under the Act, including
the Prospectus Supplement, a free writing prospectus and oral communications. 



          8.     No
offer by the Investor to buy Shares will be accepted and no part of the
Purchase Price will be delivered to the Company until the Investor has received
the Offering Information and the Company has accepted such offer by
countersigning a copy of this Agreement, and any such offer may be withdrawn or
revoked, without obligation or commitment of any kind, at any time prior to the
Company (or Placement Agents on behalf of the Company) sending (orally, in
writing or by electronic mail) notice of its acceptance of such offer. An
indication of interest will involve no obligation or commitment of any kind
until the Investor has been delivered the Offering Information and this
Agreement is accepted and countersigned by or on behalf of the Company. 


[Remainder of Page Left Blank Intentionally. Signature
Page Follows.]

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 Number of
 Shares:

 	
  

 	
  

 	
  

 
	
 Purchase
 Price Per Share: $

 	
  

 	
  

 
	
 Aggregate
 Purchase Price: $ 

 	
  

 	
  

 


          Please
confirm that the foregoing correctly sets forth the agreement between us by
signing in the space provided below for that purpose.



	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Dated as of: ______________ __, 2009

 
	
  

 
	
  

 	
 INVESTOR

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Print Name:

 	
  

 
	
  

 	
 Title:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Address:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 E-mail:

 	
  

 
	
  

 	
 Phone:

 	
  

 	
  

 	
  

 



Agreed and
Accepted

this ___ day of ______________, 2009:



	
  

 	
  

 	
  

 
	
 NORTHERN OIL AND GAS, INC. 

 
	
  

 
	
 By:

 	
  

 	
  

 
	
 Name:

 	
  

 
	
 Title: 

 	
  

 










ANNEX I


TERMS AND CONDITIONS FOR PURCHASE OF SHARES


           1.     Authorization
and Sale of the Shares. Subject to the terms and
conditions of this Agreement, the Company has authorized the sale of the
Shares.


           2.     Agreement
to Sell and Purchase the Shares; Placement Agents.


                    2.1     At
the Closing (as defined in Section 3.1), the Company will sell to the
Investor, and the Investor will purchase from the Company, upon the terms and
conditions set forth herein, the number of Shares set forth on the last page of
the Agreement to which these Terms and Conditions for Purchase of Shares are
attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor
set forth on the Signature Page.



                  
  2.2     The Company
proposes to enter into substantially this same form of Subscription Agreement
with certain other investors (the “Other Investors”) and expects to complete sales of Shares to
them. The Investor and the Other Investors, if any, are hereinafter sometimes
collectively referred to as the “Investors,” and this Agreement and the Subscription
Agreements executed by the Other Investors are hereinafter sometimes
collectively referred to as the “Agreements.” 



                    2.3     Investor
acknowledges that the Company has agreed to pay Canaccord Adams Inc.
(“Canaccord”) and FIG Partners, LLC (each individually, a “Placement Agent” and
collectively, the “Placement Agents”)
a fee (the “Placement Fee”) in
respect of the sale of Shares to the Investor.  


          
          2.4     The
Company has entered into a Placement Agency Agreement, dated October 29, 2009
(the “Placement Agreement”), with the Placement Agents that contains certain
representations, warranties, covenants and agreements of the Company that may
be relied upon by the Investor, which shall be a third party beneficiary
thereof. The Company represents and warrants that a true and correct copy of
the Placement Agreement is attached hereto as Exhibit B. Except with
respect to the material terms and conditions of the transactions contemplated
by this Agreement, the Placement Agreement and any other documents or
agreements contemplated hereby or thereby, the Company confirms that neither it
nor any other person acting on its behalf has provided the Investor or any
Other Investor or its respective agents or counsel with any information that
constitutes or could reasonably be expected to constitute material, non-public
information. The Company understands and confirms that the Investor will rely
on the foregoing representations in effecting transactions in securities of the
Company. 


          3.     Closings
and Delivery of the Shares and Funds. 


                    3.1     Closing.
The completion of the purchase
and sale of the Shares (the “Closing”) shall occur at a place and time (the “Closing
Date”)
to be specified by the Company and the Placement Agents (such Closing Date to
be the third business day following the date of this signed Agreement), and of
which the Investors will be notified in advance by the Placement Agents, in
accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of
1934, as amended (the “Exchange Act”). At the Closing, (a) the Company shall cause
the Transfer Agent to deliver to the Investor the number of Shares set forth on
the Signature Page registered in the name of the Investor or, if so indicated
on the Investor Questionnaire attached hereto as Exhibit A, in the name
of a nominee 






designated by the Investor and (b) the aggregate purchase price for the
Shares being purchased by the Investor will be delivered by or on behalf of the
Investor to the Company. 


                    3.2     Conditions
to the Obligations of the Parties. 


                              (a)
Conditions to the Company’s Obligations.
The Company’s obligation to issue and sell the Shares to the Investor shall be
subject to: (i) the delivery by the Investor, in accordance with the provisions
of this Agreement, of the purchase price for the Shares being purchased
hereunder as set forth on the Signature Page and (ii) the accuracy of the
representations and warranties made by the Investor in this Agreement and the
fulfillment of those undertakings of the Investor in this Agreement to be
fulfilled prior to the Closing Date.


                              (b)
Conditions to the Investor’s Obligations.
The Investor’s obligation to purchase the Shares will be subject to (i) the
delivery by the Company of the Shares in accordance with the provisions of this
Agreement, (ii) the accuracy of the representations and warranties made by the
Company and the fulfillment of those undertakings of the Company to be
fulfilled prior to the Closing Date, including without limitation, those
contained in the Placement Agreement, (iii) the satisfaction of the conditions
to the closing set forth in the Placement Agreement, and to the condition that
Canaccord, as lead placement agent, shall not have: (x) terminated the
Placement Agreement pursuant to the terms thereof or (y) determined that the
conditions to the closing in the Placement Agreement have not been satisfied.
The Investor’s obligations are expressly not conditioned on the purchase by any
or all of the Other Investors of the Shares that they have agreed to purchase
from the Company. The Investor understands and agrees that, in the event that
Canaccord, as lead placement agent, in its sole discretion determines that the
conditions to closing in the Placement Agreement have not been satisfied or if
the Placement Agreement may be terminated for any other reason permitted by the
Placement Agreement, then Canaccord, as lead placement agent, may, but shall
not be obligated to, terminate such Agreement, which shall have the effect of
terminating this Subscription Agreement pursuant to Section 14 below.


                    3.3     Delivery
of Funds. 


                              (a)     DWAC
Delivery. If the Investor elects to settle the Shares purchased by such
Investor through DTC’s Deposit/Withdrawal at Custodian (“DWAC”) delivery system, no
later than one (1) business day after the execution
of this Agreement by the Investor and the Company, the Investor
shall remit by wire transfer the amount of funds equal to the aggregate
purchase price for the Shares being purchased by the Investor to the following
account designated by the Company:


	
  

 	
  

 
	
  

 	
 Bank Name:
 Citibank, New York

 
	
  

 	
 ABA #
 021000089

 
	
  

 	
 Account
 Name: Northern Oil and Gas, Inc.

 
	
  

 	
 Account
 Number: 40611172

 
	
  

 	
 F/C Account:
 364-040573

 


                              Such
funds shall be held in escrow by the Company until the Closing upon the
satisfaction of the conditions set forth in Section 3.2(b) hereof. 


                              (b)     Delivery
Versus Payment through The Depository Trust Company. If the Investor elects
to settle the Shares purchased by such Investor by delivery versus payment
through 


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DTC, no later than one (1)
business day after the execution of this Agreement by the Investor and the
Company, the Investor shall confirm that the account or accounts
at Canaccord to be credited with the Shares being purchased by the Investor
have a minimum balance equal to the aggregate purchase price for the Shares
being purchased by the Investor. 


                    3.4     Delivery
of Shares. 


                              (a)     DWAC
Delivery. If the Investor elects to settle the Shares purchased by such
Investor through DTC’s DWAC delivery system, no later than one (1) business day after the execution of
this Agreement
by the Investor and the Company, the Investor shall direct the
broker-dealer at which the account or accounts to be credited with the Shares
being purchased by such Investor are maintained, which broker/dealer shall be a
DTC participant, to set up a DWAC instructing Registrar and Transfer Company,
the Company’s Transfer Agent, to credit such account or accounts with the
Shares. Such DWAC instruction shall indicate the settlement date for the
deposit of the Shares, which date shall be provided to the Investor by
Canaccord. At the Closing, the Company shall direct the Transfer Agent to
credit the Investor’s account or accounts with the Shares pursuant to the
information contained in the DWAC. 


                              (b)     Delivery
Versus Payment through The Depository Trust Company. If the Investor elects
to settle the Shares purchased by such Investor by delivery versus payment
through DTC, no later than one (1)
business day after the execution of this Agreement by the Investor and the
Company, the Investor shall notify Canaccord of the account or
accounts at Canaccord to be credited with the Shares being purchased by such
Investor. On the Closing Date, the Company shall deliver the Shares to the
Investor through DTC directly to the account(s) at Canaccord identified by
Investor and simultaneously therewith payment shall be made by Canaccord by
wire transfer to the Company. 


          4.
     Representations, Warranties and Covenants of the
Investor.


          The
Investor acknowledges, represents and warrants (as of the date hereof) to, and
agrees with, the Company and the Placement Agents that:



                    4.1     The
Investor (a) is knowledgeable, sophisticated and experienced in making, and is
qualified to make decisions with respect to, investments in shares presenting
an investment decision like that involved in the purchase of the Shares, including
investments in securities issued by the Company and investments in comparable
companies, (b) has answered all questions on the Signature Page and the
Investor Questionnaire and the answers thereto are true and correct as of the
date hereof and will be true and correct as of the Closing Date and (c) in
connection with its decision to purchase the number of Shares set forth on the
Signature Page, has received and is relying only upon the Disclosure Package
and the documents incorporated by reference therein and the Offering
Information and the representations, warranties, covenants and agreements of
the Company contained in the Placement Agreement. 

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                    4.2     (a)
No action has been or will be taken in any jurisdiction outside the United States
by the Company or the Placement Agents that would permit an offering of the
Shares, or possession or distribution of offering materials in connection with
the issue of the Shares in any jurisdiction outside the United States where
action for that purpose is required, (b) if the Investor is outside the United
States, it will comply with all applicable laws and regulations in each foreign
jurisdiction in which it purchases, offers, sells or delivers Shares or has in
its possession or distributes any offering material, in all cases at its own
expense and (c) none of the Placement Agents is authorized to make or has made
any representation, disclosure or use of any information in connection with the
issue, placement, purchase and sale of the Shares, except as set forth or
incorporated by reference in the Base Prospectus, any Issuer Free Writing
Prospectus or the Prospectus Supplement. 



                    4.3     (a)
The Investor is either an individual or an entity duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization and has full right, power, authority and capacity to enter into
this Agreement and to consummate the transactions contemplated hereby and has
taken all necessary action to authorize the execution, delivery and performance
of this Agreement, and (b) this Agreement constitutes a valid and binding
obligation of the Investor enforceable against the Investor in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’ and
contracting parties’ rights generally and except as enforceability may be
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law) and except as
to the enforceability of any rights to indemnification or contribution that may
be violative of the public policy underlying any law, rule or regulation
(including any federal or state securities law, rule or regulation). The
Investor’s execution, delivery and performance of this Agreement and the
consummation by it of the transactions contemplated hereby do not and will not
(i) conflict with or violate any provision of the Investor’s certificate or articles
of incorporation, bylaws or other organizational or charter documents, or (ii)
conflict with or result in a violation of any law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental
authority to which the Investor is subject (including federal and state
securities laws and regulations), or by which any property or asset of the
Investor is bound or affected. 



                    4.4     The
Investor understands that nothing in this Agreement, the Prospectus or any
other materials presented to the Investor in connection with the purchase and
sale of the Shares constitutes legal, tax or investment advice. The Investor
has consulted such legal, tax and investment advisors and made such
investigation as it, in its sole discretion, has deemed necessary or
appropriate in connection with its purchase of Shares. 



                    4.5     Since
the time at which a Placement Agent first contacted the Investor about the
Offering, the Investor has not disclosed any information regarding the Offering
to any third parties (other than its legal, accounting and other advisors) and
has not engaged in any transactions involving the securities of the Company
(including, without limitation, any Short Sales involving the Company’s
securities). The Investor covenants that it will (i) maintain the
confidentiality of all information acquired as a result of the transactions
contemplated herein and (ii) not engage in any purchases or sales of the
securities of the Company (including Short Sales), in each case prior to the
time that the transactions contemplated by this Agreement are publicly
disclosed. The Investor agrees that it will not use any of the Shares acquired
pursuant to this Agreement to cover any short position in the Common Stock if
doing so would be in violation of applicable securities laws. For purposes
hereof, “Short Sales” include, without limitation, all “short sales” as defined
in Rule 200 promulgated under  


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Regulation SHO under the Exchange Act, whether or not against the box,
and all types of direct and indirect stock pledges, forward sales contracts,
options, puts, calls, short sales, swaps, “put equivalent positions” (as
defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements
(including on a total return basis), and sales and other transactions through
non-US broker dealers or foreign regulated brokers.


          5.     Survival
of Representations, Warranties and Agreements; Third Party Beneficiary.
Notwithstanding any investigation made by any party to this Agreement or by the
Placement Agents, all covenants, agreements, representations and warranties
made by the Company and the Investor herein and, with respect to the Company,
in the Placement Agreement, will survive the execution of this Agreement, the
delivery to the Investor of the Shares being purchased and the payment
therefor. 


          6.     Notices.
All notices, requests, consents
and other communications hereunder will be in writing, will be mailed (a) if
within the domestic United States by first-class registered or certified
airmail, or nationally recognized overnight express courier, postage prepaid,
or by facsimile or (b) if delivered from outside the United States, by
International Federal Express or facsimile, and (c) will be deemed given (i) if
delivered by first-class registered or certified mail domestic, three business
days after so mailed, (ii) if delivered by nationally recognized overnight
carrier, one business day after so mailed, (iii) if delivered by International Federal
Express, two business days after so mailed and (iv) if delivered by facsimile,
upon electric confirmation of receipt and will be delivered and addressed as
follows:


	
  

 	
  

 	
  

 
	
  

 	
  (a)

 	
 if to the
 Company, to: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Northern Oil
 and Gas, Inc. 

 
	
  

 	
  

 	
 315 Manitoba
 Avenue, Suite 200

 
	
  

 	
  

 	
 Wayzata, MN
 55391

 
	
  

 	
  

 	
 Attention:
 General Counsel

 
	
  

 	
  

 	
 Facsimile
 No.: (952) 476-9801

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 with copies
 to:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Faegre &
 Benson LLP 

 
	
  

 	
  

 	
 2200 Wells
 Fargo Center

 
	
  

 	
  

 	
 Minneapolis,
 MN 55402-3901

 
	
  

 	
  

 	
 Attention:
 W. Morgan Burns

 
	
  

 	
  

 	
 Facsimile
 No.: (612) 766-1600

 






	
  

 	
  

 
	
  

 	
           (b)     if
 to the Investor, at its address on the Signature Page hereto, or at such
 other address or addresses as may have been furnished to the Company in
 writing.

 


          7.     Changes.
This Agreement may not be modified or amended except
pursuant to an instrument in writing signed by the Company and the Investor.
Any modification or amendment to Section 2 (Representations and Warranties of
the Company), Section 5 (Conditions of Placement Agents’ Obligations), Section
6(f) (Representations and Agreements to Survive Delivery), or Section 10
(Persons Entitled to Benefit of Agreement) of the Placement Agreement, and any
modification or amendment to the Placement Agreement that is material and
adverse to the Investor, shall require the prior written consent of the
Investor. 


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          8.     Headings.
The headings of the various sections of this Agreement have been inserted for
convenience of reference only and will not be deemed to be part of this
Agreement.



          9.     Severability. In case any provision contained in this Agreement should be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein will not in any way be affected or
impaired thereby. 


          10.    Governing
Law.
This Agreement will be governed by, and construed in accordance with, the
internal laws of the State of New York, without giving effect to the principles
of conflicts of law that would require the application of the laws of any other
jurisdiction. Except as set forth below, no proceeding may be commenced,
prosecuted or continued in any court other than the courts of State of New York
located in the City and County of New York or the United States District Court for
the Southern District of New York, which courts shall have jurisdiction over
the adjudication of such matters, and the parties hereby consent to the
jurisdiction of such courts and personal service with respect thereto. All
parties hereby waive all right to trial by jury in any proceeding (whether
based upon contract, tort or otherwise) in any way arising out of or relating
to this Agreement. All parties agree that a final judgment in any such
proceeding brought in any such court shall be conclusive and binding upon each
party and may be enforced in any other courts in the jurisdiction of which a
party is or may be subject, by suit upon such judgment.


          11.    Counterparts.
This Agreement may be executed in two or more counterparts, each of which will
constitute an original, but all of which, when taken together, will constitute
but one instrument, and will become effective when one or more counterparts
have been signed by each party hereto and delivered to the other parties.
Delivery of an executed counterpart by facsimile or portable document format
(.pdf) shall be effective as delivery of a manually executed counterpart
thereof.


          12.    Confirmation
of Sale.
The Investor acknowledges and agrees that such Investor’s receipt of the Company’s
signed counterpart to this Agreement, together with the Prospectus Supplement
(or the filing by the Company of an electronic version thereof with the
Commission), shall constitute written confirmation of the Company’s sale of
Shares to such Investor.



          13.    Press
Release.
The Company and the Investor agree that, prior to the opening of the New York
Stock Exchange Amex Equities market in New York City on the business day
immediately after the date hereof, the Company shall (i) issue a press release
announcing the Offering and disclosing all material information regarding the
Offering and (ii) file a Current Report on Form 8-K with the Commission
disclosing all material information regarding the Offering and including the
Placement Agreement and a form of this Agreement as exhibits thereto. From and
after the issuance of such press release and the filing of such Current Report
on Form 8-K, the Company shall have publicly disclosed all material, non-public
information delivered to any of the Investors by the Company or any person
acting on its behalf, including, without limitation, the Placement Agent, in
connection with the transactions contemplated by this Agreement, the Placement
Agreement and any other documents or agreements contemplated hereby or thereby.
The Company shall not identify the name of any Investor or any affiliate of any
investment adviser of such Investor in any press release or public filing, or
otherwise publicly disclose the name of any Investor or any affiliate of
investment adviser of such Investor, without such Investor’s prior written
consent, unless required by law or the rules and regulations of a national
securities exchange, provided, however, that promptly after becoming aware of
any request or requirement to so disclose (a “Disclosure Requirement”), and in
any event prior to any such disclosure, the Company will provide such Investor
with notice of such request or requirement so that such Investor may at its
election seek a protective order or other appropriate  


 - 6 -






remedy and the Company will fully cooperate with such Investor’s
efforts to obtain the same; provided, further, however, if, absent the entry of
such a protective order or other remedy, the Company is compelled by applicable
law, rule or regulation or a court order, subpoena, similar judicial process,
regulatory agency or stock exchange rule to disclose such Investor’s name, the
Company may disclose only that portion of such information that the Company is
so compelled to disclose and will use its reasonable efforts to obtain
assurance that confidential treatment will be accorded to that portion of such
information that is being disclosed. As of the date hereof, the Company is not
aware of any Disclosure Requirement.


          14.    Termination.
In the event that the Placement Agreement is terminated by the Placement Agents
pursuant to the terms thereof, this Agreement shall terminate without any
further action on the part of the parties hereto.


          15.    Fees and
Expenses.
Each party shall pay the fees and expenses of its advisers, counsel,
accountants and other experts, if any, and all other expenses incurred by such
party incident to the negotiation, preparation, execution, delivery and
performance of this Agreement.


 - 7 -






EXHIBIT A


NORTHERN OIL AND GAS, INC.


INVESTOR
QUESTIONNAIRE


          Pursuant to
Section 3 of Annex I to the Agreement, please provide us with the
following information:


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.

 	
 The exact name that your Shares are to be registered in. You may use
 a nominee name if appropriate:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.

 	
 The relationship between the Investor and the registered holder
 listed in response to item 1 above:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
 The mailing address of the registered holder listed in response to
 item 1 above:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.

 	
 The Social Security Number or Tax Identification Number of the
 registered holder listed in the response to item 1 above:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.

 	
 Name of DTC Participant (broker-dealer at which the account or
 accounts to be credited with the Shares are maintained):

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 6.

 	
 DTC Participant Number:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.

 	
 Name of Account at DTC Participant being credited with the Shares:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.

 	
 Account Number at DTC Participant being credited with the Shares:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.

 	
 EIN Number: