AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER

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 . ”

WHEREAS, Company intends to engage in the drilling of exploratory and developmental wells primarily in the Northern Regions of the United States and Southern Canada (the “Business” ); and

WHEREAS, the Boards of Directors of Parent, Merger Subsidiary and Company, and Company Shareholders, have approved the merger of the Merger Subsidiary with and into Company (the “Merger” ) upon the terms and subject to the conditions set forth herein; and

WHEREAS, the closing of the Merger is subject to the completion of the sale of not less than 2,000,000 shares (the “Shares”) to be offered by Company through its officers and directors at a price of $1.05 per Share for minimum aggregate gross proceeds of $2,100,000 (the “Minimum Offering” ); and a maximum of 4,000,000 Shares at a price of $1.05 per Share for maximum aggregate gross proceeds of $4,200,000 (the “Maximum Offering” ) (collectively, “Company Offering” ), pursuant to Company’s Confidential Private Placement Memorandum dated November 7, 2006, and as supplemented on January 10, 2007, respectively (the “PPM” ); and

WHEREAS, as a condition to the Closing of the Merger (as defined below), certain shareholders of Parent have agreed for a fee to cancel certain shares of Parent Common Stock and to exchange certain other shares of Parent Common Stock for newly issued “restricted securities” of Parent Common Stock; and

WHEREAS, the Parties desire to execute and deliver this Agreement and all related, required or necessary documentation that may be reasonably required to complete the Merger as contemplated by the Parties, including the waiver of applicable dissenters’ rights of appraisal ( “Dissenters’ Rights” ) under the Nevada Revised Statutes (the “Nevada Act” ) (collectively, the “Transaction Documents” );

WHEREAS, for federal income tax purposes, it is intended that the Merger will qualify as a reorganization within the meaning of Section 368(a)(1)(A) and (a)(2)(E) of the Internal Revenue Code of 1986, as amended (the “Code” ); and

WHEREAS, the Parties desire to make certain representations, warranties, and agreements in connection with the Merger and also to prescribe various conditions to the Merger;

1

NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations, warranties, covenants, and agreements contained herein, the Parties hereto agree as follows:

•

THE MERGER; CONVERSION OF SHARES

1.1           The Merger . Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.2 hereof), Merger Subsidiary will be merged with and into Company in accordance with the provisions of the Nevada Act, whereupon the separate corporate existence of Merger Subsidiary will cease, and Company will continue as the surviving corporation (the  ”Surviving Corporation” ). From and after the Effective Time, the Surviving Corporation will possess all the rights, privileges, powers, and franchises and be subject to all the restrictions, disabilities, and duties of Company and Merger Subsidiary, all as more fully described in the Nevada Act.

1.2           Effective Time . As soon as practicable after each of the conditions set forth in Article 5 and Article 6 has been satisfied or waived, Company and Merger Subsidiary will file, or cause to be filed, with the Secretary of State of the State of Nevada, Articles of Merger for the Merger, which Articles will be in the form required by and executed in accordance with the applicable provisions of the Nevada Act. The Merger will become effective at the time such filing is made or, if agreed to by Parent and Company, such later time or date set forth in the Articles of Merger (the “Effective Time” ).

(a)          Unless this Agreement has been terminated and the transactions contemplated herein have been abandoned pursuant to Article 7 hereof, the closing of the Merger (the “Closing” ) will take place at a time and on a date (the “Closing Date” ) to be specified by the Parties, which will be no later than March 31, 2007 (the ” Termination Date ”); provided, however, that all of the conditions provided for in Articles 5 and 6 hereof shall have been satisfied or waived by such date. The Closing will be held at the offices of Leonard W. Burningham, Esq., 455 East 500 South, Suite 205, Salt Lake City, Utah, or such other place as the Parties may agree, at which time and place the Transaction Documents necessary or appropriate to effect the transactions contemplated herein will be exchanged by the Parties. Except as otherwise provided herein, all actions taken at the Closing will be deemed to be taken simultaneously.

(b)          As a condition precedent to the Closing of the Merger, among other such conditions that are set forth in Sections 5 and 6 hereof, the Minimum Offering shall have been completed as outlined in the PPM, that is attached to and referenced in Section 2.3 of Company Disclosure Schedule (as defined herein).

2

1.4           Conversion of Interests . Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Company and/or Merger Subsidiary:

(a)          Each of the shares of common stock of Company ( “Company Common Stock” ) issued and outstanding immediately prior to the Effective Time (except for Company Common Stock referred to in Section 1.4(b) hereof) will be converted into the right to receive one share of Parent or an aggregate of 21,173,013 shares of common stock of Parent, par value $0.001 per share ( “Parent Common Stock” ), including shares issued pursuant to the Minimum Offering. The amount of Parent Common Stock into which shares of Company Common Stock is converted, on a one to one basis, is referred to herein as the “Merger Consideration . ”

(b)          All stock options, warrants, convertible debt, other convertible securities or other rights to acquire shares of the Company, amounting to 1,100,000 $1.05 options to acquire shares of Company Common Stock (collectively “Company’s Convertible Securities” ) outstanding at the Effective Time, whether or not exercisable and whether or not vested (all of which are listed Company Disclosure Schedule in Section 2.3 thereof) shall remain outstanding following the Effective Time but shall be assumed by Parent. Company’s Convertible Securities so assumed by Parent shall continue to have, and be subject to, the same terms and conditions as set forth in the underlying Convertible Securities documents but will be convertible into shares of Parent Common Stock as described in Company Disclosure Schedule in Section 2.3 thereof.

(c)         Except as expressly set forth herein, each share of any other equity interest of the Company (other than Company Common Stock) will be canceled without payment of any consideration therefor and without any conversion thereof.

(d)          Each share of common stock of Merger Subsidiary, par value $1.00 per share ( “Merger Subsidiary Common Stock” ), issued and outstanding immediately prior to the Effective Time will be canceled as of the Effective Time.

(e)          Each share of Company Capital Stock issued and outstanding immediately prior to the Effective Time that is then owned beneficially or of record by Parent, Merger Subsidiary, or any direct or indirect subsidiary of Parent or Merger Subsidiary will be canceled without payment of any consideration therefor and without any conversion thereof. Furthermore, at the Effective Time, one (1) share of Company Common Stock shall be issued to Parent.

3

(a)          At the Closing, Company will cause the delivery of all Company Shareholders Company Common Stock all of which are outstanding immediately prior to the Effective Time to Parent ( “Company Certificates” ), together with appropriate assignments signed by such holders, in exchange for the number of whole shares of Parent Common Stock into which such interests have been converted as provided in Section 1.4(a), and Company Certificates so surrendered will be canceled.

(b)          All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof will be deemed to have been issued in full satisfaction of all rights pertaining to such Company Common Stock.

(c)          As of the Effective Time, the holders of Company Certificates representing shares of Company Common Stock will cease to have any rights as Company Shareholders, except such rights, if any, as they may have pursuant to the Nevada Act. Except as provided above, until such Company Certificates are surrendered for exchange, each such Company Certificate will, after the Effective Time, represent for all purposes only the right to receive certificates representing the number of whole shares of Parent Common Stock into which Company Common Stock shall have been converted pursuant to the Merger as provided in Section 1.4(a).

(d)          No fractional shares of Parent Common Stock will be issued upon the surrender for exchange of Company Certificates; no dividend or other distribution of Parent will relate to any fractional share; and such fractional share will not entitle the owner thereof to vote or to any rights of a shareholder of Parent. All fractional shares of Parent Common Stock to which a holder of Company Common Stock immediately prior to the Effective Time would otherwise be entitled, at the Effective Time, will be aggregated if and to the extent multiple Company Certificates of such holder are submitted together to Parent. If a fractional share results from such aggregation, then such fractional share will be rounded up to the nearest whole share and each holder of shares of Company Common Stock interests who otherwise would be entitled to receive such fractional share of Parent Common Stock will receive one whole share in lieu of such fractional share, as applicable.

1.6           Articles of Incorporation of the Surviving Corporation . The Articles of Incorporation of Company as in effect immediately prior to the Effective Time will be the Articles of Incorporation of the Surviving Corporation.

1.7           Bylaws of the Surviving Corporation . The Bylaws of Company, as in effect immediately prior to the Effective Time, will be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

4

(a)           Directors and Officers of the Surviving Corporation . The directors and officers of Company, as of the Effective Time, shall continue as the directors of the Surviving Corporation.

(b)           Directors of the Parent . The directors of Parent immediately prior to the Effective Time shall appoint Michael Reger, Ryan Gilbertson and Douglas Polinsky to Parent’s board of directors, and thereafter resign effective as of the Effective Time, and the officers of the Surviving Corporation shall be appointed by the new directors, who shall be Michael Reger, CEO and Secretary; and Ryan Gilbertson, CFO.

1.9           Dissenting Interests . Company Shareholders who would have the right to demand and perfect such holder’s rights to dissent from the Merger and to be paid the fair value of such holder’s shares in accordance with Sections 92A.300 to 92A.500 of the Nevada Act shall have waived all such Dissenters’ Rights as a condition to the Closing of the Merger.

1.10        Parent Common Stock Outstanding Immediately Prior and Following the Closing of Merger . Immediately prior to the Closing of the Merger, and including the cancellation and issuance of certain shares by principal shareholders of Parent as provided in the Principal Shareholders Agreement referenced in Section 6.4(b) hereof that is Exhibit 6.5(b) hereto, Parent shall have not more than 1,491,110 outstanding shares of Parent Common Stock, and no outstanding options, warrants, calls or other rights to acquire authorized but unissued Parent Common Stock or other securities of Parent, assuming the closing of the Maximum Offering in the Company Offering of 2,501,573 shares pursuant to its PPM.

1.11        Reverse Split/Combination of Parent Common Stock . The Company hereby covenants that for an eighteen (18) month period following the Effective Time, it shall not cause Parent to effect any reverse stock split of Parent Common Stock without the prior written consent of Parent’s current directors; in the event of any such reverse split during that eighteen (18) month period, Parent shall issue to any Parent shareholder who still owns shares of Parent Common Stock that were owned at the Effective Date additional shares of Parent Common Stock so that the reverse split shall have had no effect on the number of shares of Parent Common Stock owned by any such Parent shareholder, provided, however, any such Parent shareholder’s right in this respect is dependant upon any such Parent shareholder making a demand for such additional shares of Parent Common Stock to the executive offices of Parent within thirty (30) days of the mailing of notice by Parent to its stockholders of record. Any such additional shares of Parent Common Stock that may be issued in this respect will be issued as liquidated damages and not as a penalty, by reason of the inability of the parties to presently value the effect that any reverse split would have on the Parent Common Stock owned by any such Parent shareholder,

5

•

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Company hereby represents and warrants to Parent and Merger Subsidiary as follows:

2.1           Disclosure Schedule . The disclosure schedule attached hereto as Exhibit 2.1 ( “Company Disclosure Schedule” ) is divided into sections that correspond to the sections of this Article 2. Company Disclosure Schedule comprises a list of all exceptions to the truth and accuracy of, and of all disclosures or descriptions required by, the representations and warranties set forth in the remaining sections of this Article 2.

2.2           Corporate Organization, etc . Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada with the requisite corporate power and authority to carry on its business as it is now being conducted and to own, operate and lease its properties and assets, is duly qualified or licensed to do business as a foreign corporation in good standing in every other jurisdiction in which the character or location of the properties and assets owned, leased or operated by it or the conduct of its business requires such qualification or licensing, except in such jurisdictions in which the failure to be so qualified or licensed and in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as defined below) on Company. Company Disclosure Schedule contains a list of all jurisdictions in which Company is qualified or licensed to do business and includes complete and correct copies of Company’s articles of incorporation and bylaws. Company does not own or control any capital stock of any corporation or any interest in any partnership, joint venture or other entity.

2.3           Capitalization . The authorized capital securities of Company is set forth in the Company Disclosure Schedule. The number of shares of Company Common Stock outstanding, as of the date of this Agreement and as set forth in Company Disclosure Schedule, represent all of the issued and outstanding capital securities of Company. All issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and are without, and were not issued in violation of, preemptive rights. There are no shares of Company Common Stock or other equity securities of Company outstanding or any securities convertible into or exchangeable for such interests, securities or rights. Other than as set forth on Company Disclosure Schedule and pursuant to this Agreement, there is no subscription, option, warrant, call, right, contract, agreement, commitment, understanding or arrangement to which Company is a party, or by which it is bound, with respect to the issuance, sale, delivery or transfer of the capital securities of Company, including any right of conversion or exchange under any security or other instrument. Company has no subsidiaries.

2.4           Authorization, etc . Company has all requisite corporate power and authority to enter into, execute, deliver, and perform its obligations under this Agreement. This Agreement has been duly and validly executed and delivered by Company and is the valid and binding legal obligation of Company enforceable against Company in accordance with its terms, subject to

6

bankruptcy, moratorium, principles of equity and other limitations limiting the rights of creditors generally.

2.5           Non-Contravention . Except as set forth in Company Disclosure Schedule, neither the execution, delivery and performance of this Agreement, and each other agreement to be entered into in connection with this Agreement, nor the consummation of the transactions contemplated herein will:

(a)          violate, contravene or be in conflict with any provision of the articles of incorporation or bylaws of Company;

(b)          be in conflict with, or constitute a default, however defined (or an event which, with the giving of due notice or lapse of time, or both, would constitute such a default), under, or cause or permit the acceleration of the maturity of, or give rise to any right of termination, cancellation, imposition of fees or penalties under any debt, note, bond, lease, mortgage, indenture, license, obligation, contract, commitment, franchise, permit, instrument or other agreement or obligation to which Company is a party or by which Company or any of Company’s properties or assets is or may be bound;

(c)          result in the creation or imposition of any pledge, lien, security interest, restriction, option, claim or charge of any kind whatsoever (“ Encumbrances ”) upon any property or assets of Company under any debt, obligation, contract, agreement or commitment to which Company is a party or by which Company or any of Company’s assets or properties are bound; or

(d)          materially violate any statute, treaty, law, judgment, writ, injunction, decision, decree, order, regulation, ordinance or other similar authoritative matters (referred to herein individually as a “Law” and collectively as “Laws” ) of any foreign, federal, state or local governmental or quasi-governmental, administrative, regulatory or judicial court, department, commission, agency, board, bureau, instrumentality or other authority (referred to herein individually as an “Authority” and collectively as “Authorities” ).

2.6           Consents and Approvals . Except as set forth in Company Disclosure Schedule, with respect to Company, no consent, approval, order or authorization of or from, or registration, notification, declaration or filing with ( “Consent” ) any individual or entity, including without limitation any Authority, is required in connection with the execution, delivery or performance of this Agreement by Company or the consummation by Company of the transactions contemplated herein.

7

2.7           Financial Statements . Company Disclosure Schedule contains a copy of the financial statements of Company from the date of inception to December 31, 2006 (the “Financial Statements” ). Except as disclosed therein or in Company Disclosure Schedule, the aforesaid Financial Statements: (i) are in accordance with the books and records of Company and have been prepared in conformity with good accounting practices (except as stated therein or in the notes thereto); and (ii) are true, complete and accurate in all material respects and fairly present the financial position of Company as of the date thereof, and the income or loss for the period then ended.

2.8           Absence of Undisclosed Liabilities . Company does not have any material liabilities, obligations or claims of any kind whatsoever, whether secured or unsecured, accrued or unaccrued, fixed or contingent, matured or unmatured, known or unknown, direct or indirect, contingent or otherwise and whether due or to become due (referred to herein individually as a “Liability” and collectively as “Liabilities” ), other than: (a) Liabilities that are fully reflected or reserved for in the Balance Sheet; (b) Liabilities that are set forth on the Company Disclosure Schedule; (c) Liabilities incurred by Company in the ordinary course of business after the date of the Balance Sheet and consistent with past practice; (d) Liabilities in an amount not to exceed $5,000 individually or in the aggregate unless such amounts are disclosed on Company Disclosure Schedule; or (e) Liabilities for express executory obligations to be performed after the Closing under the contracts described in Section 2.14 of Company Disclosure Schedule.

2.9           Absence of Certain Changes . Except as set forth in the Company Disclosure Schedule, since December 31, 2006, Company has owned and operated its assets, properties and business in the ordinary course of business and consistent with past practice. Without limiting the generality of the foregoing, subject to the aforesaid exceptions:

(a)          Company has not experienced any change that has had or could reasonably be expected to have a Material Adverse Effect on Company; and

(b)          Company has not suffered (i) any loss, damage, destruction or other property or casualty (whether or not covered by insurance) or (ii) any loss of officers, employees, dealers, distributors, independent contractors, customers or suppliers, which had or may reasonably be expected to result in a Material Adverse Effect on Company.

2.10        Assets . Except as set forth in Company Disclosure Schedule, Company has good and marketable title to all of its assets and properties, whether or not reflected in the Balance Sheet or acquired after the date thereof (except for properties sold or otherwise disposed of since the date thereof in the ordinary course of business and consistent with past practices), that relate to or are necessary for Company to conduct its business and operations as currently conducted (collectively, the “Assets” ), free and clear of any mortgage, pledge, lien, security interest, conditional or installment sales agreement, encumbrance, claim, easement, right of way, tenancy, covenant, encroachment, restriction or charge of any kind or nature (whether or not of record) (a “Lien” ), other than (i) liens securing specific Liabilities shown on the Balance Sheet with respect to which no breach, violation or default exists; (ii) mechanics’, carriers’, workers’ or

8

other like liens arising in the ordinary course of business; (iii) minor imperfections of title that do not individually or in the aggregate, impair the continued use and operation of the Assets to which they relate in the operation of the Company as currently conducted; and (iv) liens for current taxes not yet due and payable or being contested in good faith by appropriate proceedings ( “Permitted Liens” ).

(a)          Except as set forth on Company Disclosure Schedule, all accounts receivable of Company represent sales in the ordinary course of business and, to Company’s knowledge, are current and collectible net of any reserves shown on the Balance Sheet and none of such receivables is subject to any Lien other than a Permitted Lien.

(b)          Except as set forth on Company Disclosure Schedule, all payables by Company arose in bona fide transactions in the ordinary course of business and no such payable is delinquent by more than sixty (60) days beyond the due date in its payment.

2.12        Intellectual Property Rights . Company owns or has the unrestricted right to use, and Company Disclosure Schedule contains a detailed listing of, all patents, patent applications, patent rights, registered and unregistered trademarks, trademark applications, tradenames, service marks, service mark applications, copyrights, internet domain names, computer programs and other computer software, inventions, know-how, trade secrets, technology, proprietary processes, trade dress, software and formulae (collectively, “Intellectual Property Rights” ) used in, or necessary for, the operation of its Business as currently conducted or proposed to be conducted. Except as set forth on Company Disclosure Schedule, to Company’s knowledge, the use of all Intellectual Property Rights necessary or required for the conduct of the Business of Company as presently conducted and as proposed to be conducted does not infringe or violate the Intellectual Property Rights of any person or entity. Except as described on Company Disclosure Schedule, to Company’s knowledge: (a) Company does not own or use any Intellectual Property Rights pursuant to any written license agreement; (b) Company has not granted any person or entity any rights, pursuant to a written license agreement or otherwise, to use the Intellectual Property Rights; and (c) Company owns, has unrestricted right to use and has sole and exclusive possession of and has good and valid title to, all of the Intellectual Property Rights, free and clear of all Liens and Encumbrances. All license agreements relating to Intellectual Property Rights are binding and there is not, under any of such licenses, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default, or would constitute a basis for a claim on non-performance) on the part of Company or, to the knowledge of Company, any other party thereto.

2.13        Litigation . Except as set forth in Company Disclosure Schedule, there is no legal, administrative, arbitration, or other proceeding, suit, claim or action of any nature or investigation, review or audit of any kind, or any judgment, decree, decision, injunction, writ or order pending, noticed, scheduled, or, to the knowledge of Company, threatened or contemplated by or against or involving Company, its assets, properties or business or its directors, officers, agents or employees (but only in their capacity as such), whether at law or in equity, before or by

9

any person or entity or Authority, or which questions or challenges the validity of this Agreement or any action taken or to be taken by the Parties hereto pursuant to this Agreement or in connection with the transactions contemplated herein.

(a)          Except as set forth in Company Disclosure Schedule, Company is not a party to, nor are any of the Assets bound by, any written or oral:

(i)           employment, non-competition, consulting or severance agreement, collective bargaining agreement, or pension, profit-sharing, incentive compensation, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay or retirement plan or agreement;

(ii)          indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by the Company;

(iii)         contract, agreement, lease (real or personal property) or arrangement that (A) is not terminable on less than 30 days’ notice without penalty, (B) is not over one year in length of obligation of the Company, or (C) involves an obligation of more than $50,000 over its term;

(iv)         contract, agreement, commitment or license relating to Intellectual Property Rights or contract, agreement or commitment of any other type, whether or not fully performed, not otherwise disclosed pursuant to this Section 2.14;

(v)          obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; or

(vi)         outstanding sales or purchase contracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses, or bound by any outstanding contracts, bids, sales or service proposals quoting prices that are not reasonably expected to result in a normal profit.

(b)          True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 2.14 ( “Company Contracts” ) have been provided to Parent for review. Except as set forth in Company Disclosure Schedule, all of Company Contracts items are valid and enforceable by and against Company in accordance with their terms, and are in full force and effect. Company is not in breach, violation or default, however defined, in the performance of any of its obligations under any of Company Contracts, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such breach, violation or default thereunder or thereof, and, to the knowledge of Company, no other parties thereto are in a breach, violation or default, however defined, thereunder or thereof, and no facts

10

or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default