in Section C of Exhibit
A.
d.
Print the name of the Investor and sign (and print name, capacity and title, if
applicable) on page A‐3.
FOR INVESTING SHAREHOLDERS WHO ARE NATURAL PERSONS:
IF YOU ARE MARRIED AND LIVE IN A COMMUNITY PROPERTY JURISDICTION, BOTH YOU AND
YOUR SPOUSE MUST SIGN THE SIGNATURE PAGES OF THE SUBSCRIPTION AGREEMENT AND THE
INVESTOR QUESTIONNAIRE.
ADDITIONALLY, IF YOU ARE MARRIED AND DO NOT LIVE IN A COMMUNITY PROPERTY
JURISDICTION AND YOU ARE PURCHASING COMMON STOCK WITH YOUR SPOUSE, BOTH YOU AND
YOUR SPOUSE MUST SIGN THE SIGNATURE PAGES OF THE SUBSCRIPTION AGREEMENT AND THE
INVESTOR QUESTIONNAIRE.
THE SECURITIES TO BE ACQUIRED PURSUANT TO THIS SUBSCRIPTION AGREEMENT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATE OR ANY OTHER JURISDICTION. IT IS UNLAWFUL TO CONSUMMATE A SALE
OR TRANSFER OF THE SECURITIES UNLESS THE INVESTOR INTENDS TO ACQUIRE THE
SECURITIES FOR PURPOSES OF INVESTMENT RATHER THAN RESALE. THE REPRESENTATIONS
MADE HEREIN WILL BE RELIED UPON BY NORTHERN OIL AND GAS, INC. IN COMPLYING WITH
ITS OBLIGATIONS UNDER APPLICABLE SECURITIES LAWS. THERE ARE FURTHER RESTRICTIONS
ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.
THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE
CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE
INVESTMENT.
Subscription Agreement
This Subscription Agreement, is entered into effective [DATE HERE], 2018 (this
"Subscription Agreement"), between Northern Oil and Gas, Inc., a corporation
organized under the laws of Minnesota ("Company"), and [NAME OF INVESTOR]
("Investor").
Whereas, the Company desires to sell and Investor desires to purchase the
Company's common stock, par value $0.001 (the "Common Stock"), pursuant to the
terms and conditions hereof.
Whereas, the Company has entered into that certain Exchange Agreement, dated as
of January 31, 2018, with certain holders (the "Noteholders") of its 8.000%
Senior Notes due 2020 (the "Notes"), pursuant to which, amongst other things,
the Noteholders have agreed, subject to certain specified conditions set forth
therein, to exchange $496,683,000 aggregate principal amount of Notes for, (i)
$344,279,000 aggregate principal amount of Senior Secured Second Lien Notes of
the Company and (ii) an aggregate of 51,624,964 shares of Common Stock, which
number of shares of Common Stock is subject to adjustment to the extent any
Common Stock is issued or sold under the Equity Raise (as defined below) at a
gross price lower than $3.00 per share (the "Exchange Transaction").
Whereas, the Company will reincorporate in Delaware by filing a Certificate of
Incorporation in the form attached as Exhibit B (as it may be amended, restated,
supplemented, increased and extended or otherwise modified from time to time,
the "Delaware Charter") at or prior to the Closing (as defined herein).
Whereas, the Company intends to raise at least $156.0 million in total value
prior to or contemporaneously with the Closing, which shall be comprised of (A)
at least 50% in new cash contributions from the sale of Common