SEPARATION AND RELEASE AGREEMENT

This Separation and Release Agreement (“ Agreement ” ) is entered into by and between Northern Oil and Gas, Inc., a Delaware corporation, and Michael L. Reger, an individual, as follows:

1.  Definitions . I intend all words used in this Agreement to have their plain meanings in ordinary English. Specific terms that I use in this Agreement have the following meanings:

(a) “ I ”, “ me ”, and “ my ” include both me (Michael L. Reger) and anyone who has or obtains any legal rights or claims through me.

(b) “ NOG ” means Northern Oil and Gas, Inc., any company or organization related to Northern Oil and Gas, Inc. in the present or past (including without limitation, its predecessors, parents, subsidiaries, affiliates, joint venture partners, and divisions), and any successors of Northern Oil and Gas, Inc.

(c) “ Company ” means NOG; the present and past officers, directors, managers, committees, members, and employees of NOG; any company providing insurance to NOG in the present or past; the present and past employee benefit plans sponsored or maintained by NOG (other than multiemployer plans) and the present and past fiduciaries of such plans; the attorneys for NOG; and anyone who has acted on behalf of NOG or on instructions from NOG.

(d) “ Employment Agreement ” means the Amended and Restated Employment Agreement between me and NOG entered into as of July 5, 2018, along with any subsequent amendments thereto.

(e)  “Shares ” means currently outstanding restricted shares of NOG common stock.

(f) “ My Claims ” mean all of my rights that I now have to any relief of any kind from the Company, including without limitation:

(i) All claims arising out of or relating to my employment with NOG or the separation of that employment;

(ii) All claims arising out of or relating to the statements, actions, or omissions of the Company;

(iii) All claims for any alleged unlawful discrimination, harassment, retaliation or reprisal, or other alleged unlawful practices arising under any federal, state, or local statute, ordinance, or regulation, including without limitation, claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Americans with Disabilities Act, 42 U.S.C. § 1981, the Older Workers Benefit Protection Act of 1990, the Employee Retirement Income Security Act of 1974, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Family Medical Leave Act, the Lilly Ledbetter Fair Pay Act of 2009, the Genetic Information Nondiscrimination Act, the Fair Credit Reporting Act, the Minnesota Human Rights Act, the Minnesota wage-hour and wage-payment laws, Minnesota's Worker's Compensation Act and non-retaliation statutes;

(iv) All claims for alleged wrongful discharge; breach of contract; breach of implied contract; failure to keep any promise; breach of a covenant of good faith and fair dealing; breach of fiduciary duty; estoppel; my activities, if any, as a “whistleblower”; defamation; infliction of emotional distress; fraud; misrepresentation; negligence; harassment; retaliation or reprisal; constructive discharge; assault; battery; false imprisonment; invasion of privacy; interference with contractual or business relationships; any other wrongful employment practices; and violation of any other principle of common law;

(v) All claims for compensation of any kind, including without limitation, bonuses, commissions, expense reimbursements, and vacation pay (other than my final payroll payment and any payment for accrued and unused vacation leave as of the day upon which my employment with NOG terminates, which is July 31, 2019 (the “ Separation Date ”) not yet paid to me as of the date I sign this Agreement);

(vi) All claims for back pay, front pay, reinstatement, other equitable relief, compensatory damages, damages for alleged personal injury, liquidated damages, and punitive damages;

(vii) Any claim that a past unlawful decision has or has had a continuing effect on my compensation; and

(viii) All claims for attorneys' fees, costs, and interest.

However, My Claims do not include (i) any claims that the law does not allow to be waived, (ii) any claims that may arise after the date on which I sign this Agreement, (iii) my rights to indemnification under applicable law, any indemnification agreement with the Company, or the charter documents of the Company (or any successor), (iv) my rights under any insurance policy maintained by the Company (or any successor), (v) my right to receive reimbursements for reasonable business expenses accrued prior to my Separation Date and not yet paid to me as of the date I sign this Agreement, (vi) my right to receive my final payroll payment or payment for any accrued and unused vacation leave as of my Separation Date if not yet paid to me as of the date I sign this Agreement, (vii) my rights to receive benefits to which I am entitled as of the Separation Date under Section 3 of the Employment Agreement, and (viii) any rights I have related to the any options, warrants, restricted stock, restricted stock units or other equity interests in the Company (the “ Securities ”), which shall continue to be governed by and subject to the terms and conditions of the applicable grant agreements, board resolutions, and plan documents governing the Securities (including, to the extent applicable, the Employment Agreement), subject to the terms of this Agreement and the Consulting Agreement referenced below. Furthermore, I understand that nothing in this Agreement prevents me from filing a claim against NOG with the U.S. Equal Employment Opportunity Commission (“ EEOC ”) or any comparable state or local agency or participating in any such agency's investigation of NOG, but I acknowledge and agree that this Agreement waives and releases, to the fullest extent legally permissible, my entitlement to any form of personal relief arising from any such claim that I or others may file (other than any award from a governmental agency for my participation in such investigation). 

2.  Consideration . I will receive consideration from NOG in exchange for this Agreement as follows:

(a) Vesting in full as of the date this Agreement is signed and no longer revocable by me (the “ Agreement Date ”) of (x) any non-performance based Shares granted to me during the course of my employment with NOG (including, but not limited to, any Shares granted under the Employment Agreement and any Appendix A thereto) and (y) any performance-based Shares granted to me during the course of my employment with NOG (including, but not limited to, any Shares granted under the Employment Agreement and any Appendix B thereto) which have been earned on or before the Agreement Date as a result of actual performance against applicable performance metrics determined in accordance with the terms of the equity incentive plan and/or award agreement governing such Shares, without regard to any other terms or conditions governing such vesting solely as a result of the passage of time;

(b) Except as otherwise set forth in the Consulting Agreement referenced below, vesting in full as of the first date the applicable performance metrics can reasonably be measured, but in no circumstance later than March 15, 2020, for any performance-based Shares not covered by Section 2(a), subject to the prior achievement of applicable performance metrics determined in accordance with the terms of the equity incentive plan and/or award agreement governing such performance-based Shares, without regard to any other terms or conditions governing such vesting solely as a result of the passage of time;

(c) My medical and dental coverage will continue with NOG continuing to pay 100% of applicable premiums, for a period of eighteen (18) months following the Separation Date;

(d) I shall retain the title of NOG’s “Chairman Emeritus” unless and until a Change in Control, as defined in the Employment Agreement, occurs. For the avoidance of doubt, except as modified by the foregoing sentence, the Settlement Agreement and General Release between me and NOG dated September 25, 2017, shall remain in full force and effect in accordance with its terms;

(e) Concurrently with the execution of this Agreement, NOG and I shall enter into the consulting agreement attached hereto as Exhibit 1 (“Consulting Agreement”);

(f) NOG has provided or will provide me and my legal counsel with a reasonable opportunity to review and comment on any press or other written release, or any current report on Form 8-K reporting, regarding my separation of employment or the entry into this Agreement or the Consulting Agreement in advance of publication or filing, as applicable, and NOG and I shall confer and reach mutual agreement regarding the contents of any such release or report; and

(g) NOG shall pay for my attorneys’ fees, not to exceed $10,000, incurred in relation to the preparation and review of this Agreement and the Consulting Agreement.

3.  Agreement to Waive and Release My Claims . In exchange for the above consideration from NOG, I give up and release all of My Claims and agree to the other terms of this Agreement. I will not make any demands or claims against the Company for compensation or damages relating to My Claims. The consideration that I am receiving is a fair compromise for the release of My Claims and my agreement to the other terms of this Agreement.

4.  Additional Agreements and Understandings . Even though NOG will provide consideration for me to settle and release My Claims, the Company does not admit that it is responsible or legally obligated to me. In fact, the Company denies that it is responsible or legally obligated to me for My Claims, denies that it engaged in any unlawful or improper conduct toward me, and denies that it treated me unfairly.

5.  Return of Property . Except as set forth in the Consulting Agreement, I represent that I have returned to NOG all materials, documents, equipment, confidential information and other property of the Company in accordance with the Employment Agreement. I agree that if I later discover any additional Company property or in my possession or control, I will promptly return it to NOG. The Company agrees that the items listed in Exhibit 2 are my personal property, and I may collect these items following the execution of this Agreement.

6.  Trading Restrictions . For a period of six months after the Separation Date, I will not sell shares of NOG common stock or enter into any transaction involving NOG securities to the extent such sale of shares or other transaction either (a) may reasonably be expected to require the filing of a report with the Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or (b) give rise to short-swing profit liability under Section 16(b) of the Exchange Act.

7.  Confidentiality . I understand that the terms of this Agreement are confidential and that I may not disclose those terms to any person except my spouse, my legal counsel or tax advisor(s), or as may be required by law. If I disclose any such confidential information to any person identified above, I must simultaneously inform the person to whom the disclosure is being made that the person must keep such information strictly confidential and that the person may not disclose such confidential information to any other person without the advance written consent of me and an authorized representative of NOG. Notwithstanding any language above to the contrary, nothing in this Agreement is intended to, and does not, interfere with my rights under federal, state or local civil rights or discrimination laws to file a charge of discrimination with the EEOC or any similar state or local administrative agency, to participate in any investigation or proceeding conducted by the EEOC or any other federal, state or local government agency, or to provide truthful, non-trade secret information to the EEOC or any other federal, state or local government agency or in response to any subpoena or other legal process.

8.  Acknowledgment of Continuing Obligations Under My Employment Agreement. I hereby acknowledge and confirm that I remain bound by all terms of my Employment Agreement that survive the separation of my employment with NOG, including all such obligations identified in Sections 7 and 8 of the Employment Agreement, and any other non-disclosure, non-competition, or non-solicitation obligations I have to the Company.

9.  Advice to Consult with an Attorney . I understand and acknowledge that I am hereby being advised by the Company to consult with an attorney prior to signing this Agreement. My decision whether to sign this Agreement is my own voluntary decision made with full knowledge that the Company has advised me to consult with an attorney.

10.  Period to Consider this Agreement . I understand that I have twenty-one (21) days from the date I receive this Agreement or my Separation Date, whichever is later and not counting the day I receive this Agreement or my Separation Date (as applicable), to consider whether I wish to sign this Agreement. I understand that I may not sign this Agreement prior to my Separation Date. If I sign this Agreement before the end of the 21-day period, it will be my voluntary decision to do so because I have decided that I do not need any additional time to decide whether to sign this Agreement. I agree that any changes made to this Agreement before I sign it, whether material or immaterial, will not restart the 21-day period.

11.  My Right to Revoke this Agreement . I understand that I may revoke this Agreement at any time within fifteen (15) days after I sign it, not counting the day upon which I sign it. This Agreement will not become effective or enforceable unless and until the fifteen (15) day revocation period has expired without my revoking it.

12.  Procedure for Accepting and Revoking this Agreement . To accept the terms of this Agreement, I must deliver the Agreement, after I have signed and dated it, to NOG by hand or by mail within the twenty-one (21) day period that I have to consider this Agreement. To revoke my acceptance of this Agreement, I must deliver a written, signed statement that I revoke my acceptance to NOG by hand or by mail within the fifteen (15) day revocation period. All deliveries must be made to NOG at the following address:

Attn: General Counsel

Northern Oil and Gas, Inc.

601 Carlson Parkway, Suite 990

Minnetonka, Minnesota 55305

If I choose to deliver my acceptance or the revocation of my acceptance by mail, it must be postmarked within the period stated above and properly addressed to NOG at the address stated above.

13.  Interpretation of this Agreement . This Agreement should be interpreted as broadly as possible to achieve my intention to resolve all of My Claims against the Company. If this Agreement is held by a court to be inadequate to release a particular claim encompassed within My Claims, this Agreement will remain in full force and effect with respect to all the rest of My Claims.

14.  Governing Law; Jurisdiction . This Agreement shall be interpreted and construed in accordance with the laws of the State of Minnesota. I consent to jurisdiction of the courts of the State of Minnesota and/or the federal district courts in Minnesota, for the purpose of resolving all issues of law, equity, or fact, arising out of or in connection with this Agreement, and hereby waive any defense of lack of personal jurisdiction or inconvenient forum.

15.  Entire Agreement . I agree that this Agreement, along with the agreements and obligations specifically referenced herein, contain all the agreements between me and the Company with regard to the matters stated herein and supersedes all prior written or oral understandings or agreements, express or implied, with regard to the matters stated herein; provided, however that any qualified employee benefit plans sponsored by NOG in which I am a participant, and the applicable grant agreements, board resolutions, and plan documents governing the

Shares, each shall remain in effect in accordance with their terms except as each may have been modified herein. This Agreement may be amended only in writing, signed by me and an authorized representative of NOG.

16.  My Representations . I am legally able and entitled to receive the consideration being provided to me in settlement of My Claims. Other than the consideration, which I understand is payable only if I satisfy all conditions described herein, and my final payroll payment and payment for any accrued and unused vacation leave as of my Separation Date not yet paid to me as of the date I sign this Agreement, I represent and confirm that I have been fully paid for all wages, overtime, vacation, commissions, bonuses, and other compensation that I earned during my employment with NOG. I have read this Agreement carefully. I understand all of its terms. In signing this Agreement, I have not relied on any statements or explanations made by the Company except as specifically set forth in this Agreement. I am voluntarily releasing My Claims against the Company. I intend this Agreement to be legally binding.

17.  Compliance with Section 409a of the Internal Revenue Code . If any compensation or benefits provided by this Agreement may result in the application of section 409A of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), the Company shall, in consultation with me, modify the Agreement in the least restrictive manner necessary in order to exclude such compensation from the definition of “deferred compensation” within the meaning of such Section 409A of the Internal Revenue Code or in order to comply with the provisions of Section 409A of the Internal Revenue Code, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and without any diminution in the value of the payments to me. Any payments that qualify for the “short-term” deferral exception under Treasury Regulations Section 1.409A-1(b)(4), the “separation pay” exception under Treasury Regulations Section 1.409A-1(b)(9)(iii), or any other exception under Section 409A of the Internal Revenue Code will be paid under the applicable exceptions to the greatest extent possible. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Internal Revenue Code. All reimbursements provided under this Agreement shall be provided in accordance with the requirements of Section 409A of the Internal Revenue Code, including, where applicable, the requirement that (a) the amount of expenses eligible for reimbursement during one calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year; (b) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the calendar year in which the expense is incurred; and (c) the right to any reimbursement will not be subject to liquidation or exchange for another benefit. If any payment that I become entitled to under this Agreement is considered deferred compensation subject to interest, penalties and additional tax imposed pursuant to Section 409A of the Internal Revenue Code, I understand and agree that I shall be responsible for any and all such interest, penalties and additional tax.

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The parties’ signatures below indicate their agreement, understanding, and acceptance of this Separation and Release Agreement and its terms and conditions.

			Michael L. Reger:
			/s/ Michael L. Reger
			Date: July 31, 2019
			Northern Oil and Gas, Inc.:
			By: /s/ Erik J. Romslo Name: Erik J. Romslo Title: Executive Vice President, General Counsel and Secretary
			Date: July 31, 2019

LAND ACQUISITION CONSULTING AGREEMENT

This Land Acquisition Consulting Agreement (“ Agreement ”), effective as of July 31, 2019 (the “ Effective Date ”), is hereby entered into in the State of Minnesota by and between Northern Gas and Oil, Inc. (the “ Company ”), and Michael L. Reger (“ Consultant ”).

WHEREAS, the Company desires to retain Consultant to render consulting and advisory services for the Company on the terms and conditions set forth in this Agreement, and Consultant desires to be retained by the Company on such terms and conditions;

NOW THEREFORE, in consideration of the premises, the respective covenants and commitments of the Company and Consultant set forth in this Agreement, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and Consultant hereby agree as follows:

1 .   Services . Consultant shall be available during the Term of this Agreement to perform land-acquisition consulting services (the “ Services ”) as reasonably requested by the Company.

2.  Term/Compensation .

2.1 The term of this Agreement shall run from the Effective Date through the later of (a) March 15, 2020, and (b) the date on which Consultant is no longer entitled to any further vesting of Shares (as defined below) in accordance with this Agreement or the Separation Agreement (the “Term”), subject to earlier termination as set forth in this Agreement. This Agreement shall automatically end at the expiration of the Term (with the exception of any obligations of Consultant that continue, as set forth in this Agreement).

2.2 As consideration for the Services, the awards identified on Schedule 1 attached hereto, which awards represent all of the awards granted to Consultant under the Company’s equity incentive plans that were outstanding as of Effective Date (collectively, the “Consultant Awards”), shall vest and/or continue to vest during the Term of this Agreement in accordance with the Separation and Release Agreement entered into between the Consultant and the Company contemporaneous with the execution and delivery of this Agreement (the “Separation Agreement”) and in accordance with Section 2.3 below.

2.3 As further consideration for the Services, if, after the Effective Date, the Company materially modifies the terms of any award issued to any executive officer of the Company that was outstanding under the Company’s equity incentive plans as of the Effective Date (each, an “Existing Award”) to the benefit of such officer, then each Consultant Award, if any, that both (i) remained outstanding on the date of such modification and (ii) was granted on the same date as the modified Existing Award will benefit from substantially the same modification(s).

2.4 As further consideration for the Services, in the event that the metrics for any portion of the Company’s 2019 bonus plan for executive officers are not met during the Term of this Agreement, the Company shall provide Consultant with any additional and/or alternative bonus compensation that the Company provides to its executive officers for 2019. Any such additional and/or alternative 2019 bonus compensation owed to Consultant shall be determined in good faith by the compensation committee of the Board of Directors and, if based on executive officers’ salaries, shall be calculated for Consultant at a proportional rate based on an assumed base salary of $600,000 per year. To the extent any additional and/or alternative 2019 bonus compensation owed to Consultant under this Section 2.4 is in the form of equity or equity-based awards, the Company may, in its sole discretion, settle its obligations under this Section 2.4 with an amount of cash reasonably equivalent to the fair market value of such award.

2.5 The Company shall reimburse Consultant for reasonable travel and out-of-pocket business expenses to the extent such amounts are pre-authorized in writing by the Company’s principal executive officer. All expenses shall be validated by a receipt or other appropriate documentation.

3.  Conferences/Equipment .

During the Term of this Agreement:

3.1 Consultant agrees to meet and consult with designated representatives of the Company as necessary to discuss the progress and results of the Services and as reasonably requested by the Company.

3.2. If requested by the Company, Consultant shall attend land department meetings on an as-needed basis in accordance with Consultant’s and the Company’s mutual agreement.

3.3 The Consultant shall retain the use of Consultant’s Company laptop and e-mail account, and the Company shall provide Consultant with reasonable access to an office; provided that Consultant’s e-mails from the Company e-mail account shall be limited to matters for which he is providing Services to the Company hereunder and shall include a signature stating Consultant’s title as “Founder and Chairman Emeritus.” Upon termination of this Agreement and Consultant’s Services hereunder and through the first anniversary thereof, Consultant’s e-mail account shall be set up to issue a response message to any incoming e-mails, the contents of which Consultant and the Company shall mutually agree upon.

3.4 The Company additionally shall provide Consultant with appropriate business cards for Consultant’s use in performing Services stating Consultant’s title as “Founder and Chairman Emeritus,” and Consultant’s biography on the Company’s website shall be revised to state his current title as “Founder and Chairman Emeritus” and may be further revised upon the mutual agreement of Consultant and the Company.

4 .   Non-Disclosure of Information .

4.1 The term “Confidential Information” shall mean information disclosed by the Company to Consultant not generally known to the public, including, but not limited to, information of a technical nature such as trade secrets; matters of a business nature such as information about costs, margins, pricing policies, markets, sales, suppliers and customers; product, marketing or strategic plans; financial information; and personnel records and other information of a similar nature; provided, however, that Confidential Information shall not include any information which (i) is or becomes public knowledge without breach of Consultant’s obligations to the Company; (ii) is rightfully acquired by Consultant from a third party without restriction on disclosure or use; or (iii) is publicly disclosed or used following Consultant’s receipt of written consent for such disclosure or use by an officer of the Company. Consultant shall have the burden of proof respecting any of the events on which Consultant relies as relieving Consultant of any non-disclosure obligations.

4.2 In the course of performing the Services to the Company hereunder, Consultant may become the recipient of Confidential Information. Consultant shall receive and hold all Confidential Information acquired from the Company in strict confidence and will disclose such Confidential Information only to Consultant’s employees and agents who have a reasonable business need to know the Confidential Information.

4.3 Consultant shall not, directly or indirectly, disclose or use Confidential Information, in whole or in part, for any purposes other than those expressly permitted by this Agreement.

4.4 Nothing in this Section or this Agreement is intended to, or does, prohibit Consultant from reporting to any governmental authority information concerning possible violations of law, rule, or regulation (including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General), or making other disclosures that are protected under the whistleblower provisions of state or federal law, rule, or regulation. Consultant also may disclose trade-secret information to a government official or to an attorney and/or use such information in certain court proceedings (provided that such information is filed under seal) without fear of prosecution or liability, provided Consultant does so in a manner consistent with 18 U.S.C. 1833. Consultant does not need the prior authorization of the Company to make any such reports or disclosures as set forth in this paragraph.

4.5 Consultant acknowledges that money damages would not be a sufficient remedy for any breach of this Section 4 and that the Company shall be entitled to equitable relief (including, but not limited to, an injunction or specific performance) in the event of any breach of the provisions of this Section 4.

4.6 The furnishing of Confidential Information shall not constitute or be construed as a grant of any express or implied license or other right, or a covenant not to sue by the Company to Consultant under any of the Company’s intellectual property rights.

4.7 Upon the Company’s request or upon expiration or termination of this Agreement, Consultant shall immediately return all written, graphic and other tangible forms of the Confidential Information (and all copies) in Consultant’s possession.

4.8 The obligations of Consultant regarding disclosure and use of Confidential Information shall survive termination of this Agreement.

4.9 Consultant agrees not to wrongfully disclose to the Company in connection with the Services any trade secrets or other confidential information belonging to any other person, firm, corporation, entity or government agency. Consultant also warrants that none of the provisions of this Agreement, nor the Services to be performed by Consultant, contravenes or is in conflict with any agreement of Consultant with, or obligation to, any other person, firm, corporation, entity or government agency.

4.10 Consultant shall not, without the prior written consent of the Company, use the Company’s name in any publicity, advertisement or news release, nor will Consultant disclose the terms and conditions of this Agreement to any third party.

5 .   Publications . Consultant shall not publish any information related to the Services without the Company’s prior written consent.

6.  Compliance with Employment Agreement . Consultant acknowledges that Consultant is subject to certain non-disclosure, non-solicitation, and non-competition obligations pursuant to the Employment Agreement (as defined in the Separation Agreement). Consultant further acknowledges the validity and enforceability of the non-disclosure, non-solicitation, and non-competition obligations of the Employment Agreement, and agrees that those obligations survive termination of Consultant’s employment with the Company and shall continue during the Term of this Agreement and thereafter, including through any applicable Restricted Period(s) (as defined in the Employment Agreement).

7.  Termination .

7.1 This Agreement may be terminated immediately by the Company (a) in the event of Consultant’s death; or (a) for Cause. For the purpose of this Agreement, “Cause” shall mean Consultant’s:

(i) violation of any laws, rules, or regulations in performing Services under this Agreement;

(ii) intentional act of fraud, embezzlement, theft, or any other material violation of law;

(iii) intentional damage to the Company or its assets;

(iv) willful conduct that is demonstrably and materially injurious to the Company;

(v) breach of any of Consultant’s continuing obligations to the Company (including without limitation any non-disclosure, non-competition, or non-solicitation obligations); and

(vi) material breach of this Agreement, which is not cured within forty-five (45) days after receipt of written notice from the Company specifying the nature of such breach; provided, however, that Cause shall not exist if such breach arises from Executive’s reasonable, good faith belief that such breach is required by law (including rules and regulations promulgated by applicable governmental agencies) or is in the best interest of the Company.

7.2 The expiration or termination of this Agreement shall discharge any further obligations of either party with respect to this Agreement; provided, however, that Consultant’s obligations under Sections 4 through 8 hereof, and the Company’s obligation under Section 2 (with respect to payment for Services rendered prior to the effective date of the expiration or termination), shall survive the expiration or termination of this Agreement in accordance with the terms thereof.

8 .   Miscellaneous .

8.1  Notices . Any notice to be given hereunder shall be in writing and shall be considered effective when delivered in person, upon mailing by certified mail, return receipt requested, postage prepaid, or by delivery via Federal Express or similarly recognized overnight courier with all charges prepaid, addressed as follows:

If to the Company: Attn: General Counsel

Northern Oil and Gas, Inc.

601 Carlson Parkway, Suite 990

Minnetonka, Minnesota 55305

If to Consultant:  Michael L. Reger

[Omitted]

Either party may change its address by giving the other party written notice (as described above) of its new address.

8.2  Compliance/Other Representations and Warranties .

8.2.1 In the performance of the Services, Consultant shall comply with all applicable laws, rules, and regulations.

8.2.2 For the duration of the Term, Consultant shall comply with all applicable policies of the Company relating to business and office conduct, health and safety, and use of the Company’s facilities, supplies, information technology, equipment, networks, and other resources, including, but not limited to the Company’s Code of Business Conduct and Ethics and Insider Trading Policy (as applicable to Consultant), as amended or superseded from time to time, copies of which are available on the Company’s corporate website at www.northernoil.com.

8.2.3 Consultant represents and warrants that Consultant’s performance and receipt of financial support as provided in the Agreement is not in violation of any other agreement with other parties or of any restrictions of any kind, including applicable law.

8.2.4 Consultant represents that Consultant is free to enter into this Agreement and that Consultant has no knowledge of any fact(s) which would prevent Consultant from completely performing the Services in accordance with the terms of this Agreement.

8.3  Governing Law/Venue . This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota without regard to such state’s principles of conflicts of law. Any actions relating to or arising under this Agreement shall be filed and adjudicated exclusively in the state and federal courts of the State of Minnesota, and Consultant and the Company hereby consent to the jurisdiction of such courts for any such action and further waive any objection to the convenience of the forum or venue.

8.4  Assignment . Consultant acknowledges that the Services to be provided by Consultant are unique and personal. As a result, Consultant may not assign any of Consultant’s rights, or delegate any of Consultant’s duties or obligations, or engage any other person to assist Consultant in the performance of the Services, without the prior written approval of the Company. Consultant agrees that the Company may assign this Agreement in its entirety to one or more of its affiliates, successors, or assigns.

8.5  Independent Contractor Status . Consultant understands and agrees that Consultant is rendering services under this Agreement as an independent contractor and not as an employee of the Company or any of its parents, subsidiaries, affiliates, and/or related companies. As such, Consultant understands and agrees: (a) Consultant is responsible for properly reporting amounts received under this Agreement on Consultant’s individual federal, state, or local income tax returns and paying income and self-employment taxes on such amounts; (b) the Company shall not pay or provide on behalf of Consultant any sums for income tax, unemployment insurance, social security, or workers’ compensation; and (c) except as set forth in this Agreement and/or the Separation Agreement, with respect to the Services rendered and compensation received under this Agreement, Consultant is not entitled to be covered by or receive any benefits under any employee benefit plan, program, or arrangement sponsored, or contributed to, by the Company, or any of its parents, subsidiaries, affiliates, and related companies, with respect to employees generally or any employee or group of employees specifically. The Company shall neither have nor exercise any control or direction over the specific means or methods by which Consultant shall perform Services pursuant to this Agreement. Consultant acknowledges that Consultant is neither an agent nor an employee of the Company, or any of its parents, subsidiaries, affiliates, or related companies, for any purpose whatsoever and shall have no authority to enter into agreements for or on behalf of the Company, or any of its parents, subsidiaries, affiliates, or related companies, or to otherwise legally obligate or bind the Company, or any of its parents, subsidiaries, affiliates, or related companies, for any purpose whatsoever, except as specifically authorized by the Company.

8.6  Severability . If any provision of this Agreement shall be determined by a court of competent jurisdiction to be void or of no effect, the provisions of this Agreement shall be deemed amended to modify or delete, as necessary, the offending provision and this Agreement, as so amended or modified, shall not be rendered unenforceable but shall remain in force to the fullest extent possible in keeping with the intention of the parties.

8.7  No Waiver . Failure of any party at any time to require performance of any provision of this Agreement shall not affect the right of the party requiring performance to require full performance thereafter and a waiver by any party of a breach of any provision of this Agreement shall not be taken or held to a waiver of any further or similar breach or as nullifying the effectiveness of such provision.

8.8  Entire Agreement/Modification . This Agreement, including the attachments hereto, contains the entire agreement of the parties relating to its subject matter and supersedes all prior agreements relating to its subject matter. No Agreement modification, statement, promise or representation made by any party or any employee, officer or agent of any party that is not in writing and signed by an authorized representative of both parties shall be binding.

[SIGNATURES ON NEXT PAGE]

IN WITNESS WHEREOF, the parties and/or authorized representatives of the parties have executed this Agreement.

			Michael L. Reger:
			/s/ Michael L. Reger
			Date: July 31, 2019
			Northern Oil and Gas, Inc.:
			By: /s/ Erik J. Romslo Name: Erik J. Romslo Title: Executive Vice President, General Counsel and Secretary
			Date: July 31, 2019