Exhibit 4.1


 


 


This Promissory
Note has not been registered under the Securities Act of 1933, as amended, or applicable state securities laws and may not be sold,
offered for sale, pledged or hypothecated in the absence of an effective registration statement as to this Promissory Note under
such Securities Act and applicable state securities laws or an opinion of counsel reasonably satisfactory to Dakota Plains Holdings,
Inc. that such registration is not required.


 


[FORM OF] PROMISSORY NOTE


	$                    .	April 21, 2012
 Minneapolis, Minnesota


 


FOR VALUE RECEIVED, Dakota Plains Holdings, Inc.,
a Nevada corporation (the “Company”) promises to pay to                    
(“Lender”), or his/her/its successors and assigns, at such place as Lender may designate from time to
time, the principal amount of                    
($          ).


 


		1.	Maturity. All outstanding amounts under this Promissory Note will be due and payable in
full at 4:00 pm Central time on April 21, 2013 (the “Maturity Date”)
unless otherwise payable earlier in accordance with the terms of this Promissory Note.



 


		2.	Interest. The unpaid principal amount of this Promissory Note will bear no interest until
July 21, 2012 and will bear twelve percent (12.0%) simple annual interest thereafter. All accrued but unpaid interest will be first
due and payable on April 21, 2013.



 


		3.	Prepayment. The principal amount and all accrued but unpaid interest
payable to Lender under this Promissory Note may be prepaid, in whole or in part without penalty or premium and without the prior
written consent of Lender. Any amounts prepaid may not be re-borrowed by the Company pursuant to this Promissory Note. Any prepayment
of any principal amount of this Promissory Note must be made pro rata along with prepayment of principal on all Promissory Notes
issued on the date hereof, based upon the proportion of the remaining principal amount of this Promissory Note as a percentage
of the total outstanding principal amount of all Promissory Notes issued on the date hereof.



 


		4.	Events of Default. The unpaid balance of this Promissory
Note will, at the option of Lender, become immediately due and payable upon the occurrence of any one or more of the following
events of default:



 


		(a)	The Company shall fail to pay any sum hereunder when due and such failure shall continue for ten
(10) days after such payment is due;



 


		(b)	The Company shall become insolvent, unable to pay its debts as they mature, admit in writing its
inability to pay its debts as they mature, become or be adjudicated bankrupt or shall voluntarily file a petition for bankruptcy;



 


		(c)	The Company shall make a general assignment for the benefit of creditors; or



 


		(d)	The Company shall apply for appointment of a receiver or a trustee
for any substantial portion of its property or assets or shall permit the appointment of such receiver or trustee who is not discharged
within a period of thirty (30) days after such appointment.



 



    	 



    	 



    

 


		5.	Miscellaneous.



 


		(a)	The Company hereby waives presentment, demand, protest, notice of dishonor, diligence and all other
notices, any release or discharge arising from any extension of time, discharge of a prior party, or other cause of release or
discharge other than actual payment in full hereof.



 


		(b)	If any provisions of this Promissory Note would require the Company to pay interest hereon at a
rate exceeding the highest rate allowed by applicable law, the Company shall instead pay interest under this Promissory Note at
the highest rate permitted by applicable law.





 


		(c)	This Promissory Note shall be governed by and construed in accordance with the laws of the State
of Minnesota without giving effect to any choice or conflict of law provision or law that would cause the application of the laws
of any other jurisdiction other than the State of Minnesota.



 


		6.	Limitation on Additional Indebtedness. As long as any
indebtedness remains outstanding under this Promissory Note, the Company may not incur any additional indebtedness for borrowed
money without the consent of the holders of promissory notes issued on the date hereof representing
a majority of the unpaid principal under all such promissory notes then outstanding.



 


IN WITNESS WHEREOF, the Company has executed this Promissory
Note as of the date first written above.


 


	 	DAKOTA PLAINS HOLDINGS, INC.
	 	 	 
	 	 	 
	 	 	 
	 	 
	 	By	 
	 	Its	 


 


 


 


 


 


 






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