Exhibit 10.2


 


SUBSCRIPTION
AGREEMENT


 


Kodiak Oil & Gas
Corp.


1625 Broadway, Suite 250


Denver, Colorado 80202


 


Gentlemen:


 


The undersigned (the “Investor”) hereby confirms its agreement
with you as follows:


 


1.
This Subscription Agreement (this “Agreement”) is made as of the date set forth below between
Kodiak Oil & Gas Corp, a Yukon Territory corporation (the “Company”), and the Investor.


 


2.
The Company has authorized the sale and issuance to certain
investors of up to an aggregate of 10,000,000 shares (the “Shares”) of its Common Stock, no par value
(the “Common Stock”), subject to
adjustment by the Company’s Board of Directors, or a committee thereof, for a
purchase price of $0.75 per share (the “Purchase
Price”).


 


3.
The offering and sale of the Shares (the “Offering”) are being made pursuant to (1) an
effective Registration Statement on Form S-3 (including the Prospectus
contained therein (the “Base Prospectus”),
the “Registration Statement”)
filed by the Company with the Securities and Exchange Commission (the “Commission”) on July 14, 2008, (2) if
applicable, certain “free writing prospectuses” (as that term is defined in Rule 405
under the Securities Act of 1933, as amended), that have or will be filed with
the Commission and delivered to the Investor on or prior to the date hereof,
and (3) a Prospectus Supplement (the “Prospectus
Supplement” and together with the Base Prospectus, the “Prospectus”) containing only certain
supplemental information regarding the Shares and terms of the Offering that
will be filed with the Commission and delivered to the Investor prior to the
Closing (as defined in Section 3.1 of Annex I hereto).


 


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 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 an underwriter and that there is no
minimum offering amount.


 


5.
The manner of settlement of the Shares purchased by the
Investor shall be as follows:


 


DELIVERY BY ELECTRONIC
BOOK-ENTRY AT THE DEPOSITORY TRUST COMPANY (“DTC”),
REGISTERED IN THE INVESTOR’S NAME AND ADDRESS AS SET FORTH BELOW, AND RELEASED
BY COMPUTERSHARE INVESTOR SERVICES INC (“COMPUTERSHARE”),
THE COMPANY’S TRANSFER AGENT (THE “TRANSFER
AGENT”), TO THE INVESTOR AT THE CLOSING (AS DEFINED IN SECTION 3.1
OF ANNEX I HERETO).


 


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 ARE MAINTAINED TO SET UP
A DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”)
INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE
SHARES.


 


IMMEDIATELY
UPON CLOSING 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:


 

















 


BANK OF THE WEST, N.A. 


 


ABA
Number: 121100782


 


Account
Name: Kodiak Oil & Gas Corp.


 


Account
Number: 339001083


 


Ref:
Kodiak Registered Direct Offering


 


Attn:
Alfredo Benavente


 


Tel:
303-260-7269


 


 


IT IS
THE INVESTOR’S RESPONSIBILITY TO (A) MAKE THE NECESSARY WIRE TRANSFER IN A
TIMELY MANNER AND (B) ARRANGE FOR SETTLEMENT BY WAY OF DWAC 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 position, office or other material relationship within the past
three years with the Company or persons known to it to be affiliates of the
Company, (b) it is not a NASD member or an Associated Person (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:


 


 


(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, dated July 14, 2008, which is a part of the Company’s
Registration Statement and the documents incorporated by reference therein
(collectively, the “Disclosure Package”) prior to or in connection with the receipt
of this Agreement.


 


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 Company has
accepted such offer by countersigning a copy of this Agreement, and any such
offer may be withdrawn or revoked by the Investor, without obligation or
commitment of any kind, at any time prior to 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 this Agreement is accepted and countersigned by or on behalf of the
Company.


 


	
  Number of Shares:

  	
   

  	
   

  	
   

  
	
  Purchase Price
  Per Share:

  	
   

  	
  $

  	
  0.75

  	
   

  
	
  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.


 


2

















 


	
   

  	
   

  	
  Dated
  as of:

  May [ ],

  2009

  	
   

  
	
   

  	
   

  	
  INVESTOR

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  



 


Agreed and Accepted


 


this [  ] day of May, 2009:


 


	
   

  	
   

  	
  KODIAK OIL

  & GAS CORP

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name: Lynn A. Peterson

  	
   

  	
   

  	
   

  
	
  Title: President and
  CEO

  	
   

  	
   

  	
   

  



 


3

















 


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.

  



 


2.1
At the Closing, 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 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.”


 


	
  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 of which the Investors will be notified in
advance by the Company. 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 Company’s Obligations. (a) The Company’s
obligation to issue and sell the Shares to the Investor shall be subject to: (i) the
receipt by the Company of the purchase price for the Shares being purchased
hereunder as set forth on the Signature Page; (ii) the Company obtaining
NYSE Amex LLC approval for the listing of the Shares; and (iii) the
accuracy of the representations and warranties made by the Investor and the
fulfillment of those undertakings of the Investor to be fulfilled prior to the
Closing Date.


 


3.3
Conditions to the Investor’s Obligations. (a) The
Investor’s obligation to acquire Shares shall be subject to: (i) the
receipt by the Investor of the Shares being purchased hereunder; (ii) the
Company obtaining NYSE Amex LLC approval for the listing of the Shares; (iii) the
representations and warranties made by the Company shall be true and correct as
of the date hereof and as of the Closing Date; (iv) the fulfillment of
those undertakings of the Company to be fulfilled prior to the Closing Date and
(v) delivery to the Investor of the Prospectus Supplement.


 


3.4
Delivery of Funds. Immediately
at the time of Closing,  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 OF THE WEST, N.A. 


 


ABA
Number: 121100782


 


Account
Name: Kodiak Oil & Gas Corp.


 


Account
Number: 339001083


 


Ref:
Kodiak Registered Direct Offering


 


Attn:
Alfredo Benavente


 


Tel:
303-260-7269


 


4

















 


3.5
Delivery of Shares. 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 Deposit/Withdrawal at Custodian (“DWAC”) instructing Computershare Investor
Services Inc., the Company’s transfer agent, to credit such account or accounts
with the Shares by means of an electronic book-entry delivery. Such DWAC shall
indicate the settlement date for the deposit of the Shares, which date shall be
provided to the Investor by the Company. Simultaneously with the delivery to
the Company by the Investors of the funds pursuant to Section 3.3
above, the Company shall direct its transfer agent to credit the Investor’s
account or accounts with the Shares pursuant to the information contained in
the DWAC.


 


	
  4.

  	
  Representations, Warranties and
  Covenants of the Investor. 

  



 


The Investor represents
and warrants to, and agrees with, the Company 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 for use in
preparation of the Prospectus Supplement 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 solely upon
the Disclosure Package and the documents incorporated by reference therein.


 


4.2
The Investor acknowledges
that (a) no action has been or will be taken in any jurisdiction outside
the United States by the Company 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 and (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.


 


4.3
(a) The Investor 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).


 


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 as
it, in its sole discretion, has deemed necessary or appropriate in connection
with its purchase of Shares.


 


4.5
Since the date on which the Company first contacted such
Investor about the Offering, it has not engaged in any transactions in the
securities of the Company (including, without limitation, any Short Sales (as
defined below) involving the Company’s securities). Each Investor covenants
that it will not engage in any transactions in the securities of the Company
(including Short Sales) prior to the time that the transactions contemplated by
this Agreement are publicly disclosed. Each 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
Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange 


 


5

















 


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.

  	
  Representations, Warranties and
  Covenants of the Company. 

  



 


The Company represents
and warrants to, and agrees with, the Investor that:


 


5.1  The
Company and each of its subsidiaries is an entity duly incorporated or
otherwise organized, validly existing and in good standing under the laws of
the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its
business as currently conducted.  Neither
the Company nor any subsidiary is in violation nor default of any of the
provisions of its respective certificate or articles of incorporation, bylaws
or other organizational or charter documents. 
The Company and each of its subsidiaries is duly qualified to conduct
business and is in good standing as a foreign corporation or other entity in
each jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary and no Proceeding has been
instituted in any such jurisdiction revoking, limiting or curtailing or seeking
to revoke, limit or curtail such power and authority or qualification.


 


5.2.  The Company has the requisite corporate power
and authority to enter into and to consummate the transactions contemplated by
this agreement and otherwise to carry out its obligations hereunder.  The execution and delivery of this agreement
by the Company and the consummation by it of the transactions contemplated
hereby have been duly authorized by all necessary action on the part of the
Company and no further action is required by the Company, the Board of
Directors or the Company’s stockholders in connection therewith.  This agreement has been (or upon delivery
will have been) duly executed by the Company and, when delivered in accordance
with the terms hereof, will constitute the valid and binding obligation of the
Company enforceable against the Company in accordance with its terms.


 


5.3.  The execution, delivery and performance by
the Company of this agreement, the issuance and sale of the Shares and the
consummation by it of the transactions contemplated hereby will not (i) conflict
with or violate any provision of the Company’s or any subsidiary’s certificate
or articles of incorporation, bylaws or other organizational or charter
documents, or (ii) result in the creation of any lien upon any of the
properties or assets of the Company or any subsidiary, or give to others any
rights of termination, amendment, acceleration or cancellation (with or without
notice, lapse of time or both) of or conflict with, or constitute a default (or
an event that with notice or lapse of time or both would become a default)
under, any agreement, credit facility, debt or other instrument (evidencing a
Company or subsidiary debt or otherwise) or other understanding to which the
Company or any subsidiary is a party or by which any property or asset of the
Company or any subsidiary is bound or affected, or (iii) 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 Company or a subsidiary is subject (including federal and state
securities laws and regulations), or by which any property or asset of the
Company or a subsidiary is bound or affected.


 


5.4.  The Company is not required to obtain any
consent, waiver, authorization or order of, give any notice to, or make any
filing or registration with, any court or other federal, state, local or other
governmental authority or other Person in connection with the execution,
delivery and performance by the Company of the Transaction Documents, other
than the filing with the Commission of the Prospectus.


 


5.5.  The Shares are duly authorized and, when
issued and paid for in accordance with this agreement, will be duly and validly
issued, fully paid and nonassessable, free and clear of all liens.  The Company has reserved from its duly
authorized capital stock the maximum number of shares of Common Stock issuable
pursuant to this Agreement.  The
Registration Statement conforms with the requirements of the Securities Act,
including the Base Prospectus, and such amendments and supplements thereto as
may have been required as of the date of this Agreement.  The Registration Statement is effective under
the Securities Act and no stop order preventing or suspending the effectiveness
of the Registration Statement or suspending or preventing the use of the
Prospectus has been issued by the Commission and no proceedings for that
purpose have been instituted or, to the knowledge of the Company, are
threatened by the Commission.  The
Company will file the final Prospectus Supplement with the 


 


6

















 


Commission prior to the Closing Date. 
At the time the Registration Statement and any amendments thereto became
effective, at the date of this Agreement and at the Closing Date, the
Registration Statement and the Prospectus, and any amendments thereto filed as
of the applicable time, conformed and will conform in all material respects to
the requirements of the Securities Act and did not and will not contain 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 not
misleading; and the Prospectus and any amendments or supplements thereto, at
time the Prospectus or any amendment or supplement thereto was issued and at
the Closing Date, conformed and will conform in all material respects to the requirements
of the Securities Act and did not and will not contain an untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.


 


5.6.  The Company has filed all reports, schedules,
forms, statements and other documents required to be filed by the Company under
the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
for the two years preceding the date hereof (the foregoing materials, including
the exhibits thereto and documents incorporated by reference therein, together
with the Prospectus and any Prospectus Supplement, being collectively referred
to herein as the “SEC Reports”) on a timely basis or has received a
valid extension of such time of filing and has filed any such SEC Reports prior
to the expiration of any such extension. 
As of their respective dates, the SEC Reports complied in all material
respects with the requirements of the Exchange Act, as applicable, and none of
the SEC Reports, when filed, contained any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. The financial statements of the Company
included in the SEC Reports comply in all material respects with applicable
accounting requirements and the rules and regulations of the Commission
with respect thereto as in effect at the time of filing.  Such financial statements have been prepared
in accordance with United States generally accepted accounting principles
applied on a consistent basis during the periods involved (“GAAP”),
except as may be otherwise specified in such financial statements or the notes
thereto and except to the extent that unaudited financial statements may not
contain all footnotes required by GAAP, and such statements fairly present in
all material respects the financial position of the Company and its
consolidated Subsidiaries as of and for the dates thereof and the results of
operations and cash flows for the periods then ended, subject, in the case of
unaudited statements, to normal, immaterial, year-end audit adjustments.


 


5.7.  The Common Stock is registered pursuant to Section 12(b) or
12(g) of the Exchange Act, and the Company has taken no action designed
to, or that to its knowledge is likely to have the effect of, terminating the
registration of the Common Stock under the Exchange Act nor has the Company
received any notification that the Commission is contemplating terminating such
registration.  The Company has not, in
the 12 months preceding the date hereof, received notice from NYSE Alternext US
or any other trading market on which the Common Stock is or has been listed or
quoted to the effect that the Company is not in compliance with the listing or
maintenance requirements of NYSE Alternext US or such other trading market. The
Company is in compliance with all such listing and maintenance requirements.


 


5.8.  The Company and the Board of Directors have
taken all necessary action, if any, in order to render inapplicable any control
share acquisition, business combination, poison pill (including any
distribution under a rights agreement) or other similar anti-takeover provision
under the Company’s certificate of incorporation (or similar charter documents)
or the laws of its state of incorporation that is or could become applicable to
the Investor as a result of the transactions contemplated hereby and the
Company fulfilling their obligations or exercising their rights under this
agreement, including without limitation as a result of the Company’s issuance
of the Shares and the Investor’s ownership of the Shares.


 


5.9.  The Company acknowledges and agrees that each
Investor is acting solely in the capacity of an arm’s length purchaser with
respect to this agreement and the transactions contemplated hereby.  The Company further acknowledges that no
Investor is acting as a financial advisor or fiduciary of the Company (or in
any similar capacity) with respect to this agreement and the transactions
contemplated thereby and any advice given by any Investor or any of their
respective representatives or agents in connection with this agreement and the
transactions contemplated thereby is merely incidental to the Investors’
purchase of the Shares.  The Company
further represents to each Investor that the Company’s decision to enter into
this Agreement has been based solely on the independent evaluation of the
transactions contemplated hereby by the Company and its representatives.


 


7

















 


5.10. 
The Company has not, and to its knowledge no one acting on its behalf has, (i) taken,
directly or indirectly, any action designed to cause or to result in the
stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of any of the Shares, (ii) sold, bid for,
purchased, or, paid any compensation for soliciting purchases of, any of the
Shares, or (iii) paid or agreed to pay to any Person any compensation for
soliciting another to purchase any other securities of the Company.


 


	
  6.

  	
  Survival
  of Representations, Warranties and Agreements; Third Party Beneficiary.

  



 


Notwithstanding any
investigation made by any party to this Agreement, all covenants, agreements,
representations and warranties made by the Company and the Investor herein will
survive the execution of this Agreement, the delivery to the Investor of the
Shares being purchased and the payment therefor.


 


	
  7.

  	
  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
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:


 


if to the Company, to:


 


Kodiak
Oil & Gas Corp.


 


1625 Broadway, Suite 250


 


Denver,
CO 80202


 


Attention:
James Doss, Chief Financial Officer


 


Facsimile:
(303) 592-8071  


 


With
copies to:


 


Dorsey &
Whitney LLP


 


U.S.
Bank Centre


 


1420
5th Ave Suite 3400


 


Seattle,
WA 98101


 


Attention:
Randal R. Jones


 


Facsimile:
(206) 903-8820


 


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.


 


	
  8.

  	
  Changes.

  



 


This Agreement may not be
modified or amended except pursuant to an instrument in writing signed by the
Company and the Investor.


 


8

















 


	
  9.

  	
  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.


 


	
  10.

  	
  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.


 


	
  11.

  	
  Governing
  Law.

  



 


This Agreement will be
governed by, and construed in accordance with, the internal laws of the State
of Colorado, without giving effect to the principles of conflicts of law that
would require the application of the laws of any other jurisdiction.


 


	
  12.

  	
  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. The Company and
the Investor acknowledge and agree that the Company shall deliver its
counterpart to the Investor along with the Prospectus Supplement (or the filing
by the Company of an electronic version thereof with the Commission).


 


	
  13.

  	
  Confirmation
  of Sale.

  



 


The Investor acknowledges
and agrees that such Investor’s receipt of the Company’s 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.


 


	
  14.

  	
  Press
  Release.

  



 


The Company and the
Investor agree that the Company shall issue a press release (the “Press Release”)
announcing the Offering and disclosing its material terms and any other
material, nonpublic information that the Company may have provided any
Purchaser at any time prior to the filing of the press release prior to the
opening of the financial markets in New York City on the business day
immediately after the date hereof. If required by law, the Company will file a
Current Report on Form 8-K with the Commission describing the terms of
this agreement.  Notwithstanding the
foregoing, the Company shall not publicly disclose the name of any Investor or
any Affiliate or investment adviser of any Investor, or include the name of any
Investor or any Affiliate or investment adviser of any Investor in any press
release or filing with the Commission or any regulatory agency or trading market,
without the prior written consent of such Investor, except (i) as required
by federal securities law and (ii) to the extent such disclosure is
required by law or trading market regulations, in which case the Company shall
provide the Investor with prior written notice of such disclosure permitted
under this subclause (ii).  From and
after the issuance of the Press Release(s), no Investor shall be in possession
of any material, non public information received from the Company, any
subsidiary of the Company or any of their respective officers, directors or
employees, that is not disclosed in the Press Release(s).


 


	
  15.

  	
  Termination.

  



 


The Investor shall have
the right to terminate this agreement if the Closing has not occurred on or
before May 20, 2009.


 


9

















 


Exhibit A


KODIAK
OIL AND GAS CORP.


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:

  	
   

  	
                  

  	
   

  



 


10