58,666,667 Shares NORTHERN OIL AND GAS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 10th, 2018 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • New York
Northern Oil and Gas, Inc., a Minnesota corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”) an aggregate of 58,666,667 shares (the “Firm Shares”) of the common stock, par value $0.001 per share, of the Company (“Common Stock”). The Company also proposes to grant to the Underwriters an option to purchase up to 8,800,000 additional shares of Common Stock (the “Option Shares”) as set forth in Section 2 hereof. The Firm Shares and the Option Shares are herein collectively referred to as the “Shares”.
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 2nd, 2021 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • New York
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 22, 2019, is among Northern Oil and Gas, Inc., a Delaware corporation (the “Borrower”); each of the Lenders from time to time party hereto; the Specified Swap Counterparties party hereto; and Wells Fargo Bank, National Association (in its individual capacity, “Wells Fargo”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
REGISTRATION RIGHTS AGREEMENT by and between Northern Oil and Gas, Inc. and RBC Capital Markets, LLC, as representative of the Initial Purchasers Dated as of October 5, 2018Registration Rights Agreement • October 9th, 2018 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 5, 2018, by and among Northern Oil and Gas, Inc., a Delaware corporation (the “Issuer”), and RBC Capital Markets, LLC, as representative of the initial purchasers listed on Schedule I to the Purchase Agreement (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuer’s 8.50% Senior Secured Second Lien Notes due 2023 (the “Initial Securities”), pursuant to the Purchase Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG NORTHERN OIL & GAS, INC., AND THE INVESTORS PARTY HERETO SEPTEMBER ___, 2007Registration Rights Agreement • September 14th, 2007 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September ___, 2007, is entered into by and among NORTHERN OIL & GAS, INC., a Nevada corporation (the "Company"), and the Persons set forth on the signature pages attached hereto (each a "Purchaser" and, together, the "Purchasers").
RECITALSRegistration Rights Agreement • January 3rd, 2005 • Kentex Petroleum Inc • Blank checks • Delaware
Exhibit 10.4 EMPLOYMENT AGREEMENT OF ERROL M. GERSON EMPLOYMENT AGREEMENT (this "Agreement") dated as of May 25, 2004, by and between VidRev Technologies Inc., incorporated under the laws of the state of Florida, with its principal offices at 301...Employment Agreement • January 3rd, 2005 • Kentex Petroleum Inc • Blank checks • Florida
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 23rd, 2007 • Northern Oil & Gas, Inc. • Services-business services, nec • Nevada
THIS AGREEMENT is dated as of March 5, 2007, by and among Kentex Petroleum, Inc., a Nevada corporation (“Parent”); Kentex Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of Parent (“Merger Subsidiary”); Northern Oil and Gas, Inc., a Nevada corporation (“Company”); and the shareholders of Company (collectively, “Company Shareholders”). The foregoing are sometimes collectively referred to as the “Parties.”
NORTHERN OIL AND GAS, INC. 6,500,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 13th, 2023 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • New York
Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereof (the “Underwriters”) for whom you are acting as representative (the “Representative”) an aggregate of 6,500,000 shares (the “Firm Shares”) of the common stock, par value $0.001 per share, of the Company (“Common Stock”). The Company also proposes to grant to the Underwriters an option to purchase up to 975,000 additional shares of Common Stock (the “Option Shares”) as set forth in Section 2 hereof. The Firm Shares and the Option Shares are herein collectively referred to as the “Shares.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2018 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • Minnesota
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), is entered into as of June 1, 2018, by and between Northern Oil and Gas, Inc., a Delaware corporation (the "Company") and Chad Allen, an individual currently residing in Minnesota (the "Executive").
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 28, 2012 among Northern Oil and Gas, Inc., as Borrower, Royal Bank of Canada, as Administrative Agent, SunTrust Bank, as Syndication Agent, Bank of Montreal, KeyBank, N.A., and U.S. Bank...Credit Agreement • March 2nd, 2012 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • New York
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 28, 2012, is among: Northern Oil and Gas, Inc., a corporation duly formed and existing under the laws of the State of Minnesota (the “Borrower”), each of the Lenders from time to time party hereto, Royal Bank of Canada (in its individual capacity, “RBC”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”), SunTrust Bank, as syndication agent (the “Syndication Agent”) and Bank of Montreal, KeyBank, N.A., and U.S. Bank National Association, as co-documentation agents (the “Co-Documentation Agents”).
NORTHERN OIL AND GAS, INC. Restricted Stock Award AgreementRestricted Stock Award Agreement • March 18th, 2019 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • Minnesota
Northern Oil and Gas, Inc. (the “Company”), pursuant to its 2018 Equity Incentive Plan (the “Plan”), hereby grants an award of Restricted Stock to you, the Participant named below. The Restricted Stock Award is governed by this Restricted Stock Award Agreement (this “Agreement”), consisting of this cover page and the Terms and Conditions and Exhibit A on the following pages, and the Plan document, a copy of which has been provided to you. Unless otherwise indicated herein, to the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 5th, 2024 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • Delaware
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is entered into as of December 29, 2023 (the “Effective Date”), by and between Northern Oil and Gas, Inc., a Delaware corporation (the “Company”) and Adam Dirlam (the “Executive”).
GUARANTY AND COLLATERAL AGREEMENTGuaranty and Collateral Agreement • March 2nd, 2009 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • New York
This GUARANTY AND COLLATERAL AGREEMENT, dated as of February 27, 2009, is made by Northern Oil and Gas, Inc., a Nevada corporation (the “Borrower”), and each of the other signatories hereto (the Borrower and each of the other signatories hereto, together with any Subsidiary of the Borrower that becomes a party hereto from time to time after the date hereof, the “Grantors”) in favor of CIT Capital USA Inc., as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement, dated as of February 27, 2009 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Administrative Agent and the Lenders.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 2nd, 2009 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • Minnesota
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective the 30th day of January, 2009 (the “Effective Date”) by and between Ryan R. Gilbertson, a resident of the State of Minnesota (“Employee”), and Northern Oil and Gas, Inc., a Nevada corporation having its principal office at 315 Manitoba Avenue, Suite 200, Wayzata, Minnesota (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2014 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • Minnesota
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this 10th day of September, 2014 by and between Darrell Finneman, a resident of the State of Colorado (“Employee”), and Northern Oil and Gas, Inc., a Minnesota corporation having its principal office at 315 Manitoba Avenue, Suite 200, Wayzata, Minnesota (the “Company”).
Exhibit 10.3 CONSULTING AGREEMENT This CONSULTING AGREEMENT ("Agreement") dated as of May 12, 2004, by and between VidRev Technologies Inc., incorporated under the laws of the state of Florida, with its principal offices at 1875 Century Park East,...Consulting Agreement • January 3rd, 2005 • Kentex Petroleum Inc • Blank checks • Florida
ContractNorthern Oil & Gas, Inc. • March 2nd, 2009 • Crude petroleum & natural gas • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE ASSIGNED IN VIOLATION OF SUCH ACT AND LAWS OR THE PROVISIONS OF THIS WARRANT.
AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2011 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas
THIS AMENDMENT NO. 2 (this “Amendment”) is entered into effective the 14th day of January, 2011, by and between Ryan R. Gilbertson, a resident of the State of Minnesota (“Employee”), and Northern Oil and Gas, Inc., a Minnesota corporation having its principal office at 315 Manitoba Avenue, Suite 200, Wayzata, Minnesota (the “Company”).
NORTHERN OIL AND GAS, INC.Letter Agreement • May 18th, 2018 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • Delaware
This amended and restated letter agreement (this “Agreement”), dated as of the date written above (the “Effective Date”), is by and among Robert B. Rowling, Cresta Investments, LLC, Cresta Greenwood, LLC and TRT Holdings, Inc. (together, “TRT”) and Northern Oil and Gas, Inc. (the “Company”) and, (i) solely for the purpose of the second sentence of Section 1(g) below, the TRT Nominees (as defined below) and (ii) solely for the purposes of Section 2 below, Bahram Akradi (“Akradi”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 26, 2010 among Northern Oil and Gas, Inc., as Borrower, Macquarie Bank Limited, as Administrative Agent, and The Lenders Party HeretoCredit Agreement • June 1st, 2010 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 26, 2010, is among: Northern Oil and Gas, Inc., a corporation duly formed and existing under the laws of the State of Nevada (the “Borrower”), each of the Lenders from time to time party hereto and Macquarie Bank Limited (in its individual capacity, “MBL”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG NORTHERN OIL AND GAS, INC. AND THE HOLDERS PARTY HERETORegistration Rights Agreement • May 18th, 2018 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 15, 2018, by and among Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), and TPG Specialty Lending, Inc., TOP III Finance 1, LLC and TAO Finance 1, LLC (together with any permitted transferees or assignee, each, a “Holder” and collectively, the “Holders”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 8th, 2016 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • Minnesota
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), is entered into as of April 8, 2016, by and between Northern Oil and Gas, Inc., a Minnesota corporation (the "Company") and Erik J. Romslo, an individual currently residing in Minnesota (the "Executive").
2,250,000 Shares Common Stock ($0.001 par value per share) NORTHERN OIL AND GAS, INC. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 24th, 2009 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • New York
TERM LOAN CREDIT AGREEMENT DATED AS OF NOVEMBER 1, 2017 AMONG NORTHERN OIL AND GAS, INC., AS BORROWER, TPG SPECIALTY LENDING, INC., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, ANDTerm Loan Credit Agreement • November 2nd, 2017 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • New York
THIS TERM LOAN CREDIT AGREEMENT dated as of November 1, 2017 is among: Northern Oil and Gas, Inc., a corporation duly formed and existing under the laws of the State of Minnesota (the “Borrower”); each of the Lenders from time to time party hereto; TPG Specialty Lending, Inc. (“TSL”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”), and TSL, as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
Northern Oil and Gas, Inc. 5,000,000 Shares Common Stock ($0.001 par value per share) Underwriting Agreement April 14, 2010 Canaccord Adams Inc. Canaccord Financial Ltd. C.K. Cooper & Company, Inc. 99 High Street, 11th Floor Boston, Massachusetts...Underwriting Agreement • April 15th, 2010 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • New York
6,500,000 Shares NORTHERN OIL AND GAS, INC. Common Stock PLACEMENT AGENCY AGREEMENTNorthern Oil & Gas, Inc. • October 30th, 2009 • Crude petroleum & natural gas • New York
Northern Oil and Gas, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated in this Placement Agency Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the investors identified therein (each, an “Investor” and collectively, the “Investors”), to issue and sell up to an aggregate of 6,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Company hereby confirms its several agreements with Canaccord Adams Inc. (“Canaccord”) and FIG Partners, LLC (“FIG”), as set forth below. Canaccord is referred to as the “Lead Placement Agent” and FIG is referred to as the “Co-Placement Agent;” and collectively, Canaccord and FIG are referred to as to the “Placement Agents.” The Shares are more fully described in the Prospectus (as defined below).
Third Amended and Restated Credit Agreement Dated as of June 7, 2022, Among Northern Oil and Gas, Inc., As Borrower, Wells Fargo Bank, National Association, As Administrative Agent and Collateral Agent, and The Lenders Party Hereto From Time to Time...Credit Agreement • June 8th, 2022 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • New York
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 7, 2022, is among Northern Oil and Gas, Inc., a Delaware corporation (the “Borrower”); each of the Lenders from time to time party hereto; and Wells Fargo Bank, National Association (in its individual capacity, “Wells Fargo”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and collateral agent for the Lenders (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 25th, 2010 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • Minnesota
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective the 25th day of March, 2010 (the “Effective Date”) by and between Chad D. Winter, a resident of the State of Minnesota (“Employee”), and Northern Oil and Gas, Inc., a Nevada corporation having its principal office at 315 Manitoba Avenue, Suite 200, Wayzata, Minnesota (the “Company”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG NORTHERN OIL AND GAS, INC. AND THE HOLDERS PARTY HERETORegistration Rights Agreement • May 18th, 2018 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 15, 2018, by and among Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), and TRT Holdings, Inc. (“TRT Holdings”), Cresta Investments, LLC (“Cresta Investments”) and Cresta Greenwood, LLC (“Cresta Greenwood”) (together with any permitted transferees or assignee, each, a “Holder” and collectively, the “Holders”).
NORTHERN OIL AND GAS, INC. Restricted Stock Award AgreementRestricted Stock Award Agreement • May 10th, 2016 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • Minnesota
Northern Oil and Gas, Inc. (the “Company”), pursuant to its 2013 Incentive Plan (the “Plan”), hereby grants an award of Restricted Stock to you, the Participant named below. The Restricted Stock Award is governed by this Restricted Stock Award Agreement (this “Agreement”), consisting of this cover page and the Terms and Conditions and Exhibit A on the following pages, and the Plan document, a copy of which has been provided to you. Unless otherwise indicated herein, to the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2018 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • Delaware
This Registration Rights Agreement, dated as of October 1, 2018 (this “Agreement”), is made and entered into by and among WR Operating LLC, a Delaware limited liability company (“Investor”), and Northern Oil and Gas, Inc., a Delaware corporation (the “Company”).
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • December 12th, 2018 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • Delaware
THIS SHARE REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 1, 2018, by and between Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), and Pivotal Williston Basin II, LP, a Delaware limited partnership (“Seller”). Reference is made to the Purchase and Sale Agreement, dated July 17, 2018, between the Company and Seller (the “PSA”).
Northern Oil and Gas, Inc. (Minnesota corporation) $200,000,000 8.000% Senior Notes due 2020 PURCHASE AGREEMENT Dated: May 13, 2015Purchase Agreement • May 18th, 2015 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • New York
Northern Oil and Gas, Inc., a Minnesota corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as Representative (the “Representative”), $200,000,000 aggregate principal amount of its 8.000% Senior Notes due 2020 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of May 18, 2015 (the “Indenture”) between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”).
NORTHERN OIL AND GAS, INC. AMENDED AND RESTATED Restricted Stock AgreementRestricted Stock Agreement • March 1st, 2013 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • Minnesota
This Restricted Stock Agreement (“Agreement”) has been made as of the Date of Issuance set forth above between Northern Oil and Gas, Inc., a Minnesota Corporation (the “Company”), and the above-named Grantee.
NORTHERN OIL AND GAS, INC. SECOND SUPPLEMENTAL INDENTURE Dated as of October 5, 2018 WILMINGTON TRUST, NATIONAL ASSOCIATION As Trustee and Collateral AgentSecond Supplemental Indenture • October 9th, 2018 • Northern Oil & Gas, Inc. • Crude petroleum & natural gas • New York
This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 5, 2018, is between Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association, as Trustee (in such capacity, the “Trustee”) and as Collateral Agent (in such capacity together with its successors in such capacity, the “Collateral Agent”).
