Material Agreement Form 8 K

On June 27, 2024, Northern Oil and Gas, Inc. ("NOG") entered into an Acquisition and Cooperation Agreement (the "Cooperation Agreement") with an unaffiliated third party, SM Energy Company ("SM"), in connection with SM's entry (along with NOG, solely for the purposes of ratifying certain provisions therein) into a Purchase and Sale Agreement (the "Purchase Agreement") with XCL AssetCo, LLC, XCL Marketing, LLC, Wasatch Water Logistics, LLC, XCL Resources, LLC and XCL SandCo, LLC (collectively, "XCL"), pursuant to which SM and NOG will acquire certain Uinta Basin oil and gas properties and other assets located in Utah (the "Assets") from XCL. Pursuant to the Cooperation Agreement and the Purchase Agreement, NOG has agreed to acquire an undivided 20% interest in the Assets in exchange for consideration of approximately $510.0 million in cash, subject to certain customary purchase price adjustments.

The foregoing descriptions of the Cooperation Agreement and the Purchase Agreement do not purport to be complete and are subject to and qualified in their entirety by reference to the copies of the Cooperation Agreement and Purchase Agreement attached hereto as Exhibit 2.1 and Exhibit 2.2, respectively, and incorporated herein by reference.