WRITTEN ACTION OF THE
BOARD OF DIRECTORS
OF KENTEX PETROLEUM, INC.
(in lieu of meeting)
March 20, 2007
The undersigned, being all of the directors of Kentex Petroleum, Inc., a Nevada corporation (the
“Company”), hereby adopt the following resolutions, effective as of March 20, 2007:
WHEREAS , the Company owns all of the issued and outstanding capital stock of Northern Oil and
Gas, Inc., a Nevada corporation (“Subsidiary”), consisting of 1 share of common stock, .0001 par value; and
WHEREAS , the Company desires to effect the merger of Northern Oil and Gas, Inc. with and into the
Company pursuant to Section 92A.180 of the Nevada Revised Statutes.
NOW, THEREFORE BE IT RESOLVED , that Northern Oil and Gas, Inc. be merged with and into
the Company pursuant to Section 92A.180 of the Nevada Revised Statutes, in accordance with the further
resolutions set forth below (which resolutions shall constitute the Plan of Merger).
RESOLVED FURTHER , that at the effective time of the merger, all of the outstanding shares of
common stock of the Subsidiary owned by the Company shall be cancelled, and no securities of the Company or
any other corporation, or any money or other property, shall be issued to the Company in exchange therefore,
and all other shares of common stock of the Subsidiary, or rights to acquire shares, shall be converted into
equivalent shares or rights to acquire shares of common stock of the Company, on a one-for-one basis. The
Subsidiary’s 2006 Incentive Stock Option Plan is hereby adopted as the stock option plan of the Company, and
any prior or existing stock option plans are hereby terminated.
RESOLVED FURTHER , that the merger shall be effective the later of (a) March 20, 2007 or (b) the
date of filing of articles of merger with the Secretary of State of the Sate of Nevada in the manner required by
RESVOLED FURTHER , that, upon the effectiveness of the Merger, Article First of the Articles of
Incorporation of the Company shall be am