WARRANT To Purchase Shares of Northern Oil and Gas, Inc

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.

THIS CERTIFIES THAT, for value received, CIT Group/Equity Investments, Inc., a New Jersey corporation, or its registered and permitted assigns, (“ CIT ”) is entitled, at any time and from time to time prior to the Expiration Date (as hereinafter defined), to purchase from Northern Oil and Gas, Inc., a Nevada corporation (the “ Company ”), an aggregate of 300,000 shares (“ Warrant Grant ”) of common stock, par value $0.001 per share, of the Company (the “ Shares ”)(subject to adjustment as provided herein), in whole or in part, at a purchase price of five dollars ($5.00) per Share (the “ Exercise Price ”), all on the terms and conditions and pursuant to the provisions hereinafter set forth.

1.            DEFINITIONS .  As used in this Warrant, the following terms have the respective meanings set forth below:

“ Additional Shares ” means all Shares issued by the Company after the Closing Date, other than Permitted Shares.

“ Board ” means the Board of Directors of the Company.

“ Business Day ” means any day that is not a Saturday, Sunday or other day when commercial banks are required or permitted by law to be closed in New York City or Houston, Texas.

“ CIT ” has the meaning ascribed to such term in the introductory paragraph to this Warrant.

“ Closing Date ” means February 27, 2009.

“ Common Stock ” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed into.

“ Commission ” means the U.S. Securities and Exchange Commission.

“ Company ” has the meaning set forth in the opening paragraph of this Warrant.

“ Conversion Right ” has the meaning set forth in Section 2.3 of this Warrant.

“ Conversion Shares ” has the meaning set forth in Section 2.3 of this Warrant.

“ Convertible Securities ” means any security convertible into Shares.

“ Current Market Price ” means, in respect of any Shares on any date herein specified the average of the daily market prices for the ten (10) consecutive Business Days commencing ten (10) Business Days before such date or, at the time of an initial public offering of the Company’s Shares, the initial public offering price.  The daily market price for each such Business Day shall be (i) the last sale price on such date on the principal securities exchange on which the Shares are then listed or admitted to trading, (ii) if no sale takes place on such day on any such exchange, the average of the last reported closing bid and asked prices on such day as officially quoted on any such exchange, (iii) if the Shares are not then listed or admitted to trading on any stock exchange, the average of the last reported closing bid and asked prices on such day in the over-the-counter market, as furnished by the National Association of Securities Dealers Automatic Quotation System or the National Quotation Bureau, Inc., (iv) if neither such entity at the time is engaged in the business of reporting such prices, as furnished by any similar firm then engaged in such business, or (v) if there is no such firm, as furnished by any member of the NASD selected mutually by the Majority Holders and the Company or, if they cannot agree upon such selection, as selected by two such members of the NASD, one of which shall be selected by the Majority Holders and one of which shall be selected by the Company.

“ Direct Competitor ” means any person engaged in the oil and gas exploration and production business and operating in the geographical regions or areas where the Company operates.

“ Exercise Price ” has the meaning set forth in the opening paragraph of this Warrant and as adjusted as provided herein.

“ Expiration Date ” means the third (3 ^rd ) anniversary of the Closing Date.

“ Fiscal Quarter ” means a fiscal quarter of any Fiscal Year.

“ Fiscal Year ” means the fiscal year of Company and its Subsidiaries ending on December 31 ^st of each calendar year.

“ Fully Diluted Outstanding ” means, when used with reference to Shares, at any date when the number of Shares is to be determined, the total number of all Shares outstanding at such date plus any unexercised Warrant Shares outstanding on such date, plus the number of Shares convertible from any other options or warrants to purchase, or securities convertible into, Shares outstanding on such date.

“ Holder ” means the Person in whose name the Warrant set forth herein is registered on the books of the Company maintained for such purpose and its successors and assigns.

“ Independent Financial Expert ” means an investment banking firm of nationally recognized standing mutually chosen by the Board and the Majority Holders; provided, however , that if the Board and such Holders cannot agree on a mutually acceptable Independent Financial Expert, then such Holders and the Company shall each choose one (1) Independent Financial Expert, and the respective chosen Independent Financial Experts shall agree on another Independent Financial Expert that shall make the determination.  The Company shall retain, at its sole cost, all such Independent Financial Experts as may be necessary pursuant to the terms of this Warrant.

“ Loan Agreement ” means that certain Credit Agreement dated as of even date herewith between the Company, CIT and the Lenders party thereto.

“ Majority Holders ” means holders of Warrants exercisable for in excess of 50% of the aggregate number of Shares then purchasable upon exercise of all Warrants, whether or not then exercisable.

“ NASD ” means the National Association of Securities Dealers, Inc., or any successor corporation thereto.

“ Option ” means rights, options or warrants to subscribe for, purchase or otherwise acquire Shares, Convertible Securities or other equity interests in the Company.

“ Other Property ” has the meaning set forth in Section 4.8 .

“ Permitted Shares ” means (i) Warrant Shares (ii) Shares issued or issuable on conversion or exercise of Convertible Securities or options or warrants issued or outstanding on the Closing Date, (iii) up to 3,000,000 (as adjusted for stock dividends, splits and similar actions) Shares or Options (and any Shares underlying such Options) that may be issued to officers, directors, employees, consultants and advisors of the Company pursuant to such plans or agreements that the Board of Directors of the Company shall determine, (iv) Shares, Options, or Convertible Securities (and any Shares underlying such Options or Convertible Securities) issued for non-cash consideration pursuant to acquisitions, mergers, financings, drilling activities and other transactions approved by the Board and (v) up to 180,000 Shares to be issued to Cynergy Advisors, LLC.

“ Person ” shall mean any individual, corporation, general partnership, limited partnership, limited liability partnership, joint venture, association, joint-stock company, trust, limited liability company, unincorporated organization or government or any agency or political subdivision thereof.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Shares ” has the meaning set forth in the recitals.

“ Subsidiary ” means any corporation, association, trust, limited liability company, partnership, joint venture or other business association or entity (i) at least 50% of the Outstanding voting securities of which are at the time owned or controlled, directly or indirectly, by the Company; or (ii) with respect to which the Company possesses, directly or indirectly, the power to direct or cause the direction of the affairs or management of such Person.

“ Trading Market ” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board.

“ Transfer ” means any disposition of any Warrant or Warrant Shares or of any interest in either thereof, which would constitute a sale thereof within the meaning of the Securities Act.

“ Warrant Price ” means an amount equal to (i) the number of Shares being purchased upon any exercise of this Warrant pursuant to Section 2, multiplied by (ii) the Exercise Price as adjusted pursuant to the terms of this Warrant as of the date of such exercise.

“ Warrant Shares ” means the Shares purchased by Holders of the Warrants upon the exercise thereof.

“ Warrants ” means this Warrant and all warrants issued upon transfer, division or combination of, or in substitution for, any thereof; provided that all Warrants shall at all times be identical as to terms and conditions and date, except as to the number of Shares for which they may be exercised.

2.            EXERCISE OF WARRANT

2.1            General .  From time to time after the Closing Date and until 5:00 p.m., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of Shares purchasable hereunder, at the stated Exercise Price, as adjusted pursuant to Section 4, if applicable.

2.2            Cash Exercise .  Holder may exercise this Warrant, in whole or in part, by delivering to the Company at the Company’s principal offices at 315 Manitoba Avenue, Suite 200, Wayzata, MN 55391 or at such other office or agency designated by the Company pursuant to Section 12 the following: (i) a written notice of Holder’s election to exercise this Warrant specifying the number of Shares to be purchased, (ii) payment of the Warrant Price and (iii) this Warrant.  Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder.  Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to Holder a certificate or certificates reflecting Holder’s ownership of the aggregate number of Shares issuable upon such exercise, together with cash in lieu of any fraction of a Share, as hereinafter provided in Section 2.3.  The Share certificate or certificates so delivered shall be in such denomination or denominations as Holder shall request in the notice and shall be registered in the name of Holder or, subject to any restrictions on transfer, such other name as shall be designated in the notice.  This Warrant shall be deemed to have been exercised and such Warrant Shares shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such Shares for all purposes, as of the date of delivery of the Warrant Shares by the Company.  If this Warrant has been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Shares called for by this Warrant, which new Warrant shall in all other respects be

identical with this Warrant, or, at the request of Holder, appropriate notation may be made on this Warrant and the same returned to Holder.  Payment of the Warrant Price and all taxes required to be paid by Holder, if any, pursuant to Section 2.4, shall be paid by Holder prior to delivery of the Warrant Shares by the Company and shall be made at the option of Holder by certified bank check or by wire transfer of immediately available funds.

2.3            Cashless Exercise .

(a)           In lieu of the payment of the Warrant Price, Holder shall have the right (but not the obligation), to require the Company to convert this Warrant, in whole or in part, into Shares as provided for in this Section 2.3 (the “ Conversion Right ”).  Upon exercise of the Conversion Right, the Company shall deliver to Holder (without payment by the Holder of any of the Warrant Price) that number of Warrant Shares (the “ Conversion Shares ”) equal to the quotient obtained by dividing (x) the value of this Warrant (or portion thereof as to which the Conversion Right is being exercised if the Conversion Right is being exercised in part) at the time the Conversion Right is exercised (determined by subtracting the aggregate Warrant Price of the Warrant Shares as to which the Conversion Right is being exercised in effect immediately prior to the exercise of the Conversion Right from the aggregate Current Market Price of the Warrant Shares as to which the Conversion Right is being exercised immediately prior to the exercise of the Conversion Right) by (y) the Current Market Price of one (1) Share immediately prior to the exercise of the Conversion Right.

(b)           The Conversion Rights provided under this Section 2.3 may be exercised in whole or in part and at any time and from time to time while this Warrant remains outstanding, subject to Section 2.3(c) below.  In order to exercise the Conversion Right, the Holder shall surrender to the Company, at its offices, this Warrant, and the Notice of Conversion in the form attached hereto as Exhibit C duly executed.  The presentation and surrender shall be deemed a waiver of Holder’s obligation to pay all or any portion of the aggregate purchase price payable for the Warrant Shares as to which such Conversion Right is being exercised.  This Warrant (or so much thereof as shall have been surrendered for conversion) shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Warrant for conversion in accordance with the foregoing provisions.

(c)           Notwithstanding anything to the contrary in this Section 2.3, the Holder may only make a cashless exercise pursuant to this Section 2.3 if at the time of exercise all of the Warrant Shares are not then registered for resale with the Commission or are not otherwise freely tradable pursuant to Rule 144 under the Securities Act.

2.04            Payment of Taxes .  When the Warrant Price is paid to the Company, all such Warrant Shares shall be validly issued, fully paid and nonassessable and without any preemptive rights.  The Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect to, the issue or delivery thereof, unless such tax or charge is imposed by law upon Holder, in which case, Holder shall pay such taxes or charges.  The Company shall not be required to pay any tax or other charge imposed in connection with any transfer involved in the issue or delivery of any certificate for Shares issuable upon exercise of this Warrant in any name other than that of Holder, and in such case, the Company shall not be required to register such Shares in any name other than Holder until

such tax or other charge has been paid or it has been established to the reasonable satisfaction of the Company that no such tax or other charge is due.

2.5            Fractional Shares .  The Company shall not be required to issue a fractional Share upon the exercise of this Warrant.  As to any fraction of a Share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash adjustment in respect of such final fraction (calculated on an aggregate basis for all Warrants exercised) in an amount equal to the same fraction of the Current Market Price per Share of a Warrant Share on the date of exercise.

3.            TRANSFER, DIVISION AND COMBINATION

3.1              Transfer .  Subject to the terms and conditions hereof, and compliance with all applicable securities laws, Transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.2 or the office or agency designated by the Company pursuant to Section  12 , together with (i) a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by Holder and (ii) evidence reasonably satisfactory to the Company (including, without limitation, an opinion of counsel other than in the case of a Transfer to an Affiliate for which no opinion is required) that the transfer of the Warrant to such person does not violate any securities laws or other transfer restrictions applicable to the Warrant.  Upon such surrender, the Company shall execute and deliver a new Warrant or Warrants in the name of the transferee or transferees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled.  Such Warrant, if properly assigned in compliance with any restrictions on transfer and properly registered on the books of the Company, may be exercised by a new Holder for the purchase of Shares without having a new Warrant issued.  Subject to compliance with all applicable securities laws, nothing herein shall prohibit Holder from transferring this Warrant and its rights hereunder to any Person; provided that Holder shall not assign all or any part of the Warrant to a Direct Competitor of the Company except upon the prior written consent of the Company.

3.2            Division and Combination .  This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office or agency of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by Holder.  Subject to compliance with Section 3.1 , as to any Transfer that may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.

3.3            Expenses .  The Company shall prepare, issue and deliver at its own cost and expense (other than transfer taxes) the new Warrant or Warrants under this Section 3 .

3.4            Maintenance of Books .  The Company agrees to maintain, at its aforesaid office or agency, a ledger recording the Holder(s) of this Warrant and any subsequent Transfer of this Warrant in compliance with Section 3.1 and/or Section 3.2 .

4.            ADJUSTMENTS .  The number of Shares for which this Warrant is exercisable, or the price at which such Shares may be purchased upon exercise of this Warrant, shall be subject to adjustment from time to time as set forth in this Section 4 .  The Company shall give each Holder notice of any event described below, which requires an adjustment pursuant to this Section 4 at the time of such event.

4.1            Distributions, Subdivisions and Combinations .  If, at any time, the Company:

(a)           takes a record of holders of its Shares for the purpose of entitling them to receive a distribution payable in, or other distribution of, Additional Shares,

(b)           subdivides its outstanding Shares into a larger number of Shares, or

(c)           combines its outstanding Shares into a smaller number of Shares,

(d)           then (i) the number of Shares for which this Warrant is exercisable immediately after the occurrence of any such event shall be adjusted to equal the number of Shares that a record holder of the same number of Shares for which this Warrant is exercisable immediately prior to the occurrence of such event would own or be entitled to receive after the happening of such event, and (ii) the Exercise Price shall be adjusted to equal (A) the then existing Exercise Price multiplied by the number of Shares for which this Warrant is exercisable immediately prior to the adjustment divided by (B) the number of Shares for which this Warrant is exercisable immediately after such adjustment; provided that if any such adjustment would reduce the Exercise Price below the par value of the Shares, the Company will first reduce the par value to below such adjusted Exercise Price.

4.2            Certain Other Distributions .  If at any time the Company takes a record of holders of its Shares for the purpose of entitling them to receive any distribution of:

(a)           any evidences of its indebtedness, any other securities of any nature whatsoever (other than Additional Shares) or any other property, dividends or other cash distributions, or

(b)           any Options to subscribe for or purchase any evidences of its indebtedness, or for any other securities of any nature whatsoever (other than Additional Shares) or for any other property,

(c)           then (i) the number of Shares for which this Warrant is exercisable shall be adjusted to equal the product of the number of Shares for which this Warrant is exercisable immediately prior to such adjustment multiplied by a fraction (A) the numerator of which shall be the Current Market Price per Share at the date of taking such record and (B) the denominator of which shall be such Current Market Price per Share at the date of taking such record, plus the amount of consideration, if any, paid by the holder of one (1) Share for such evidence of indebtedness, other securities or property, or options so distributable and minus the amount allocable to one Share of the fair value (as determined in good faith by the Board and supported by an opinion from an Independent Financial Expert) of any and all such evidences of indebtedness, Shares, other securities or property or warrants or other subscription or purchase rights so distributable, and (ii) the Exercise Price shall be adjusted to equal (A) the Exercise Price multiplied by the number of Shares for which this Warrant is exercisable immediately prior to the adjustment divided by (B) the number of Shares for which this Warrant is exercisable

immediately after such adjustment; provided, that if any such adjustments would reduce the Exercise Price to below the par value per Share, the Company will first reduce the par value to below such adjusted Exercise Price.  A reclassification of the Shares into shares of any other class of equity shall be deemed a distribution by the Company to Holders of its Shares of such shares or shares of such other class of equity within the meaning of this Section  4.2 and, if the outstanding Shares shall be changed into a larger or smaller number of Shares as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding Shares within the meaning of Section 4.1 .

4.3            Issuance of Additional Shares .  If at any time the Company (except as hereinafter provided) issues or sells any Additional Shares, in exchange for consideration in an amount per Additional Share less than the Exercise Price at the time the Additional Shares are issued, then

(a)           the Exercise Price for which this Warrant is exercisable shall be reduced to a price equal to the price obtained by multiplying (i) the Exercise Price in effect immediately prior to the issuance of such Additional Shares by (ii) a fraction of which (x) the numerator equals the sum of (i) the number of Fully Diluted Outstanding Shares immediately prior to such issue or sale and (ii) the number of Additional Shares that the aggregate consideration received by the Company upon such issue or sale would purchase at the Exercise Price in effect immediately prior to such issuance and (y) the denominator equals the total number of Shares outstanding immediately after such issue or sale; and

(b)           the number of Shares for which this Warrant is exercisable shall be adjusted to equal t