JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned in the capacities set forth below. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent it knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
Dated as of February 21, 2020
| TRT Holdings, Inc. | ||
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| By: | /s/ T. Blake Rowling | |
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| Name: | T. Blake Rowling |
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| Title: | President |
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| Cresta Investments, LLC | ||
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| By: | /s/ Paul A. Jorge | |
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| Name: | Paul A. Jorge |
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| Title: | Secretary |
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| Cresta Greenwood, LLC | ||
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| By: | /s/ Paul A. Jorge | |
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| Name: | Paul A. Jorge |
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| Title: | Secretary |
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| /s/ Robert B. Rowling | ||
| Robert B. Rowling | ||
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| TTBR Investments LLC | ||
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| By: | /s/ Paul A. Jorge | |
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| Name: | Paul A. Jorge |
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| Title: | Vice President |
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| TRBRJR Investments LLC | ||
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| By: | /s/ Paul A. Jorge | |
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| Name: | Paul A. Jorge |
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| Title: | Vice President |
ATTACHMENT 1
All of the directors and executive officers (collectively referred to in this Attachment 1 as the “TRT Covered Persons”) of TRT Holdings, Inc. (“TRT Holdings”) are citizens of the United States. The names, business address, and principal occupation of the TRT Covered Persons, and the name, principal business and address of any corporation or other organization in which such employment is conducted, are set forth below. Except for Robert B. Rowling (as set forth in the attached Amendment No. 16 to the Schedule 13D) and James D. Caldwell, none of the other TRT Covered Persons beneficially own any shares of common stock of Northern Oil and Gas, Inc. Mr. Caldwell purchased 15,500 shares of Common Stock of Northern Oil and Gas, Inc., representing less than 1.0% of the class outstanding, on the New York Stock Exchange at an average price per share of $1.64, including commissions, utilizing his personal funds. Except the transaction disclosed in prior sentence, none of the TRT Covered Persons has entered into any transactions with respect to the shares of common stock of Northern Oil and Gas, Inc. during the past 60 days. To the best knowledge of TRT Holdings, during the last five years, none of the TRT Covered Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. TRT Holdings’ principal business is serving as a holding company that invests in the equity securities of businesses in diversified industries.
DIRECTORS
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| Business Address |
| Principal Occupation |
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Robert B. Rowling |
| TRT Holdings, Inc. |
| Director |
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| 4001 Maple Ave., Suite 600 |
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| Dallas, Texas 75219 |
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Michael G. Smith |
| TRT Holdings, Inc. |
| Director |
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| 4001 Maple Ave., Suite 600 |
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| Dallas, Texas 75219 |
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James D. Caldwell |
| TRT Holdings, Inc. |
| Director |
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| 4001 Maple Ave., Suite 600 |
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| Dallas, Texas 75219 |
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T. Blake Rowling |
| TRT Holdings, Inc. |
| Director |
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| 4001 Maple Ave., Suite 600 |
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| Dallas, Texas 75219 |
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EXECUTIVE OFFICERS
Name |
| Business Address |
| Principal Occupation |
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Robert B. Rowling |
| TRT Holdings, Inc. |
| Chairman and |
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| 4001 Maple Ave., Suite 600 |
| Chief Executive Officer |
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| Dallas, Texas 75219 |
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T. Blake Rowling |
| TRT Holdings, Inc. |
| President |
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| 4001 Maple Ave., Suite 600 |
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| Dallas, Texas 75219 |
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James D. Caldwell |
| TRT Holdings, Inc. |
| Executive Vice President |
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| 4001 Maple Ave., Suite 600 |
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| Dallas, Texas 75219 |
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Michael G. Smith |
| TRT Holdings, Inc. |
| Senior Vice President |
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| 4001 Maple Ave., Suite 600 |
| Real Estate & Development |
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| Dallas, Texas 75219 |
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Paul A. Jorge |
| TRT Holdings, Inc. |
| Senior Vice President, |
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| 4001 Maple Ave., Suite 600 |
| Secretary and General Counsel |
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| Dallas, Texas 75219 |
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ATTACHMENT 2
The manager and executive officer (collectively referred to in this Attachment 2 as the “Cresta Investments Covered Persons”) of Cresta Investments, LLC (“Cresta Investments”) are citizens of the United States. The business address and principal occupation of the Cresta Investments Covered Persons, and the name, principal business and address of any corporation or other organization in which such employment is conducted, is set forth in Attachment 1 to the attached Amendment No. 16 to the Schedule 13D. Except for Robert B. Rowling (as set forth in the attached Amendment No. 16 to the Schedule 13D), none of the other Cresta Investments Covered Persons beneficially own any shares of common stock of Northern Oil and Gas, Inc. None of the Cresta Investments Covered Persons has entered into any transactions with respect to the shares of common stock of Northern Oil and Gas, Inc. during the past 60 days. To the best knowledge of Cresta Investments, during the last five years, none of the Cresta Investments Covered Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The principal business of Cresta Investments, a Delaware limited liability company, is investing in equity securities and its business address is 4001 Maple Ave., Suite 600, Dallas, Texas 75219.
MANAGER |
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Name |
| Position at Cresta Investments, LLC |
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Robert B. Rowling |
| Manager |
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EXECUTIVE OFFICER |
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Name |
| Position at Cresta Investments, LLC |
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Paul A. Jorge |
| Secretary |
ATTACHMENT 3
The names of the manager and executive officers (collectively referred to in this Attachment 3 as the “Cresta Greenwood Covered Persons”) of Cresta Greenwood, LLC (“Cresta Greenwood”) and their position at Cresta Greenwood are set forth below. The executive officers of Cresta Greenwood are citizens of the United States. The principal occupation of the executive officers of Cresta Greenwood, and the name, principal business and address of any corporation or other organization in which such employment is conducted, is set forth in Attachment 1 to the attached Amendment No. 16 to the Schedule 13D. Except for Cresta Investments, LLC (as set forth in the attached Amendment No. 16 to the Schedule 13D) and James D. Caldwell, none of the other Cresta Greenwood Covered Persons beneficially own any shares of common stock of Northern Oil and Gas, Inc. Mr. Caldwell purchased 15,500 shares of Common Stock of Northern Oil and Gas, Inc., representing less than 1.0% of the class outstanding, on the New York Stock Exchange at an average price per share of $1.64, including commissions, utilizing his personal funds. Except the transaction disclosed in prior sentence, none of the Cresta Greenwood Covered Persons has entered into any transactions with respect to the shares of common stock of Northern Oil and Gas, Inc. during the past 60 days. To the best knowledge of Cresta Greenwood, during the last five years, none of the executive officers of Cresta Greenwood (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The principal business of Cresta Greenwood, a Delaware limited liability company, is investing in equity securities and its business address is 4001 Maple Ave., Suite 600, Dallas, Texas 75219.
MANAGER |
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Name |
| Position at Cresta Greenwood, LLC |
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Cresta Investments, LLC |
| Manager |
EXECUTIVE OFFICERS |
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Name |
| Position at Cresta Greenwood, LLC |
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James D. Caldwell |
| President |
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Michael G. Smith |
| Vice President, Treasurer |
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Paul A. Jorge |
| Vice President, Secretary |
ATTACHMENT 4
TTBR Investments LLC (“TTBR”) is a member-managed Delaware limited liability company. Robert B. Rowling is the trustee of the trust that is the sole member of TTBR (such sole member and the executive officers of TTBR collectively referred to in this Attachment 4 as the “TTBR Covered Persons”). The names of the executive officers of TTBR and their positions with TTBR are set forth below. The executive officers of TTBR are citizens of the United States. The business address and principal occupation of the executive officers of TTBR, and the name, principal business and address of any corporation or other organization in which such employment is conducted, is set forth in Attachment 1 to the attached Amendment No. 16 to the Schedule 13D. None of the TTBR Covered Persons beneficially own any shares of Common Stock of Northern Oil and Gas, Inc. None of the TTBR Covered Persons has entered into any transactions with respect to the shares of Common Stock of Northern Oil and Gas, Inc. during the past 60 days. See Item 5 of the attached Amendment No. 16 to the Schedule 13D for the transactions with respect to the shares of Common Stock of Northern Oil and Gas, Inc. effected by entities controlled by Mr. Rowling during the past 60 days.
EXECUTIVE OFFICERS |
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Name |
| Position at TTBR Investments LLC |
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T. Blake Rowling |
| President |
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Paul A. Jorge |
| Vice President, Treasurer and Secretary |
ATTACHMENT 5
TRBRJR Investments LLC (“TRBRJR”) is a member-managed Delaware limited liability company. Robert B. Rowling is the trustee of the trust that is the sole member of TRBRJR (such sole member and the executive officers of TRBRJR collectively referred to in this Attachment 5 as the “TRBRJR Covered Persons”). The names of the executive officers of TRBRJR and their positions with TRBRJR are set forth below. The executive officers of TRBRJR are citizens of the United States. The business address and principal occupation of the executive officers of TRBRJR, and the name, principal business and address of any corporation or other organization in which such employment is conducted, is set forth in Attachment 1 to the attached Amendment No. 16 to the Schedule 13D. None of the TRBRJR Covered Persons beneficially own any shares of Common Stock of Northern Oil and Gas, Inc. None of the TRBRJR Covered Persons has entered into any transactions with respect to the shares of Common Stock of Northern Oil and Gas, Inc. during the past 60 days. See Item 5 of the attached Amendment No. 16 to the Schedule 13D for the transactions with respect to the shares of Common Stock of Northern Oil and Gas, Inc. effected by entities controlled by Mr. Rowling during the past 60 days.
EXECUTIVE OFFICERS |
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Name |
| Position at TRBRJR Investments LLC |
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T. Blake Rowling |
| President |
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Paul A. Jorge |
| Vice President, Treasurer and Secretary |
