Exhibit 10.1

PURCHASE AND SALE AGREEMENT

This
Purchase and Sale Agreement ("Agreement") is made this 31st day of March 2010, between Macquarie Barnett, LLC, a Delaware limited liability company, whose address is
One Allen Center, 500 Dallas Street, Suite 3520, Houston, Texas 77002 ("Seller"), and Kodiak Oil & Gas (USA) Inc., a Colorado corporation, whose address is 1625 Broadway,
Ste. 250 Denver, CO 80202 ("Purchaser").

RECITALS

WHEREAS,
Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller on the terms and conditions set forth in this Agreement certain oil and gas interests, properties and
related rights.

NOW,
THEREFORE, for good and valuable consideration and the covenants and agreements contained herein, Seller and Purchaser agree as follows:

I.

PURCHASE AND SALE



---







2

---





II.

CONSIDERATION

III.

TITLE EXAMINATION

3

---





IV.

ENVIRONMENTAL CONDITION

V.

[RESERVED]

VI.

REPRESENTATIONS

4

---



VII.

CONDITIONS OF CLOSING

Purchaser's
and Seller's obligations to consummate the transactions provided for herein are subject to the satisfaction or waiver by the other party of the following
conditions:

VIII.

CLOSING

5

---





Immediately
after Closing, Purchaser shall notify all pertinent operators, non-operators, oil or gas purchasers, governmental agencies and royalty owners that it has purchased the Assets.

IX.

CONTINUING OBLIGATIONS

6

---





7

---



X.

TAXES

XI.

INDEPENDENT INVESTIGATION AND DISCLAIMER

Purchaser
acknowledges that it has had access to the Assets, the officers, employees and agents of Seller, and the books, records and files of Seller relating to the Assets, and in making the decision
to enter into this Agreement and consummate the transactions contemplated hereby, Purchaser has relied solely on the basis of its own independent investigation of the Assets and upon the
representations and covenants in this Agreement. Accordingly, Purchaser acknowledges that Seller has not made, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY, EXPRESS
OR IMPLIED, AS TO: (a) THE CONDITION OF THE ASSETS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR OF CONFORMITY TO
MODELS OR SAMPLES OF MATERIALS AND ANY WARRANTY AGAINST HIDDEN VICES OR DEFECTS; (b) ANY INFRINGEMENT BY SELLER OF ANY PATENT OR PROPRIETARY RIGHT OF ANY THIRD PARTY; AND, (c) ANY
INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO PURCHASER BY OR ON BEHALF OF SELLER, INCLUDING WITHOUT LIMITATION, THAT RELATED TO OR BEARING ON THE EXISTENCE OR EXTENT OF OIL, GAS
OR OTHER MINERAL RESERVES, THE RECOVERABILITY OF OR THE COST OF RECOVERING ANY SUCH RESERVES, THE VALUE OF SUCH RESERVES, ANY PRODUCT PRICING ASSUMPTIONS, AND THE ABILITY TO SELL OIL OR GAS PRODUCTION
AFTER CLOSING; provided, however, that the foregoing disclaimer and negation of representations and warranties shall not affect or impair the representations of Seller as set forth in
Article VI hereof.

8

---



XII.

[RESERVED]

XIII.

MISCELLANEOUS



9

---







10

---



IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first set forth above.

WITNESSES:

SELLER (Dual Signatures Required for Seller):Macquarie Barnett, LLCBy:

/s/ PAUL B. BECKName: Paul B. BeckTitle: ManagerBy:

/s/ RAYMOND WEEMSName: Raymond WeemsTitle: ManagerPURCHASER:Kodiak Oil & Gas (USA) Inc.By:

/s/ LYNN A. PETERSONName: Lynn A. PetersonTitle: President & CEO


---





EXHIBIT "A"

Attached
to and made a part of the Purchase and Sale Agreement
by and between Macquarie Barnett, LLC, as Seller, and
Kodiak Oil & Gas (USA) Inc., as Purchaser, dated March 31, 2010.

Description of Leasehold Interests

---





EXHIBIT "B"

Attached
to and made a part of the Purchase and Sale Agreement
by and between Macquarie Barnett, LLC, as Seller, and
Kodiak Oil & Gas (USA) Inc., as Purchaser, dated March 31, 2010.

Form of Assignment

ASSIGNMENT OF OIL AND GAS LEASES

STATE
OF NORTH DAKOTA
COUNTY OF McKENZIE

THIS
ASSIGNMENT is executed and made effective this 31st day of March (the "Effective Time"), by and between:

Macquarie
Barnett, LLC, a Delaware limited liability company, whose address is One Allen Center, 500 Dallas Street, Suite 3520, Houston, Texas 77002, hereinafter referred to as
"Assignor," and Kodiak Oil & Gas (USA) Inc., whose address is 1625 Broadway, Ste. 250 Denver, CO 80202, hereinafter referred to as "Assignee",

W
I T N E S S E T H: That,

For
and in consideration of One Hundred ($100.00) Dollars and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor, subject to the other terms,
conditions, reservations and limitations set forth herein, does, by these presents, bargain, sell, convey, assign, grant, transfer, set over and deliver unto Assignee all of Assignor's right, title
and interest in and to the oil and gas leases (the "subject leases") set forth on Exhibit "A", attached hereto and made a part hereof, and all wells, equipment, facilities and other property
and rights appurtenant thereto, insofar as the same constitute part of the Assets (as this term is defined in the Purchase and Sale Agreement, as defined below) (all the foregoing being herein
collectively referred to as the "Properties").

TO
HAVE AND TO HOLD the Properties unto Assignee and its successors and assigns forever.

It
is agreed by Assignor and Assignee that this Assignment is subject to the following terms and conditions:

---





---



IN WITNESS WHEREOF, this instrument is executed before the undersigned competent witnesses as of this 31st day of March, 2010, but effective for all purposes as of the Effective
Time.

WITNESSES:

ASSIGNOR (Dual Signatures Required):Macquarie Barnett, LLCBy:Name: Paul B. Beck
Title: ManagerBy:Name: Raymond Weems
Title: ManagerWITNESSES:

ASSIGNEE:Kodiak Oil & Gas (USA) Inc.By:Name:
Title:


---



STATE
OF TEXAS
COUNTY OF HARRIS

On
this 31st day of March, 2010, before me appeared Paul B. Beck, to me personally known, who, being by me duly sworn, did say that he is Manager of Macquarie Barnett, LLC, a Delaware limited
liability company, and that the foregoing instrument was executed on behalf of said limited liability
company,
and said Appearer acknowledged said instrument to be the free act and deed of said limited liability company.

---

NOTARY
PUBLIC

My
commission is for life.

STATE
OF 
COUNTY OF

On
this 31st day of March, 2010, before me appeared Raymond Weems, to me personally known, who, being by me duly sworn, did say that he is Manager of Macquarie Barnett, LLC, a Delaware limited
liability company, and that the foregoing instrument was executed on behalf of said limited liability
company, and said Appearer acknowledged said instrument to be the free act and deed of said limited liability company.

---

NOTARY
PUBLIC

My
commission is for life.

STATE
OF 
COUNTY OF

On
this 31st day of March, 2010, before me appeared
, to me personally known,
who, being by me duly sworn, did say that he is the
 of Kodiak Oil &
Gas (USA) Inc., a Colorado corporation, and that the foregoing instrument was executed on behalf of said corporation by
authority of its Board of Directors, and said Appearer acknowledged said instrument to be the free act and deed of said corporation.

---

NOTARY
PUBLIC

My
commission expires:

---





EXHIBIT "A"

Attached to and made a part of that certain Assignment of Record Title Interest  by and between Macquarie Barnett, LLC, as Assignor, and  Kodiak Oil & Gas (USA) Inc., as Assignee, dated
March 31, 2010.    Description of Leasehold Interests

---



QuickLinks