Exhibit 10.3


Amended
and Restated Lease Agreement


By and Between


Dakota Plains Holdings, Inc.

a Nevada corporation


 (“Landlord”)


and


Dakota Petroleum Transport Solutions, LLC

a Minnesota limited liability company


 (“Tenant”)





AMENDED AND RESTATED LEASE AGREEMENT


          THIS
AMENDED AND RESTATED LEASE AGREEMENT (“Lease”)
is made effective as of June 1, 2012 (“Effective
Date”), by and between Dakota
Plains Holdings, Inc., a Nevada corporation (“Landlord”), and Dakota Petroleum Transport Solutions, LLC, a Minnesota limited
liability company (“Tenant”).


          WHEREAS, Landlord (as successor in interest
to Dakota Plains, Inc., a Minnesota Nevada corporation, and Dakota Plains
Transport, Inc., a Nevada Corporation), and Tenant are parties to that certain
Lease Agreement (the “Existing Lease”)
dated as of November 4, 2009 (the “Commencement
Date”), as supplemented by that certain Supplemental Agreement
effective as of July 22, 2010 (the “Supplemental
Agreement”) and as amended as of August 18, 2011;


          WHEREAS, Landlord and Tenant each desire to
amend and restate the Existing Lease to, among other things, extend its Term;


          WHEREAS, Section 26 of the Existing Lease
provides that the Existing Lease may be amended by an agreement made in writing
and signed by Landlord and Tenant.


WITNESSETH:


          In
consideration of the rents and covenants and subject to the terms herein set
forth, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord
the parcel of land described below and all appurtenant easements and surface
rights and that certain railhead petroleum transfer terminal, mobile or
semi-mobile transloading equipment, and related administrative facilities,
constituting either real or personal property or mixed, the appurtenant parking
area, rail tracks, and related improvements as depicted on Exhibit A attached hereto and
incorporated herein by reference (collectively referred to as the “Premises”), which was constructed by
Landlord at Landlord’s sole cost and is located upon the property (the “Property”) legally described on Exhibit B attached hereto and
incorporated herein by reference.


	
  

 	
  

 
	
 1.

 	
 TERM:

 



          a)          Commencement.
The term of this Lease shall commence on the Commencement Date and continue for
the duration of the Term defined in Section 9.2 of the Dakota Petroleum
Transport Solutions, LLC Amended and Restated Member Control Agreement (“Member Control Agreement”) dated as of June
1, 2012 (the “Term”).


          b)          Lease
Year. The term “Lease Year”
as used herein shall mean a period of twelve (12) consecutive full calendar
months, except as set forth herein. The first (1st) Lease Year, however, shall
be for that period beginning on the Commencement Date and ending on December
31, 2009. Each succeeding Lease Year shall commence the next day after the
expiration of the prior Lease Year.


          c)          Expiration.
The Term shall end and this Lease automatically expire upon any event that
terminates Tenant’s existence pursuant to the Member Control Agreement.


	
  

 	
  

 
	
 2.

 	
 RENT:

 



          Tenant
covenants and agrees to pay Rent to the Landlord, its successors and assigns at
the following rates and times:


          a)          Monthly
Base Rent. No later than the first day of each calendar month ending
during the Term, Tenant shall pay monthly rent (“Monthly Base Rent”) in an amount equal to:


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           (i)      for
 each calendar month ending on or after the Commencement Date but before the
 Effective Date, nineteen thousand one hundred sixty-one dollars and sixteen
 cents ($19,161.16); and

 
	
  

 	
  

 
	
  

 	
           (ii)     for
 each calendar month ending on or after the Effective Date, thirty-one
 thousand eight hundred eighty-one dollars and one cent ($31,881.01).

 



          b)       Additional
Rent. In addition to the Monthly Base Rent described in Section
2(a), not later than the first day of each calendar month during the Term,
Tenant shall pay to Landlord “Additional Rent” as defined below: 


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 Terms used in determining
 Additional Rent shall have the following meaning:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “Landlord Initial Cost” shall mean that
 amount identified as “Landlord Initial Cost” on Exhibit C attached hereto and incorporated herein by
 reference.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “Landlord Capital Item Cost” shall mean
 any capital items for which the Landlord agrees to become responsible
 following the Commencement Date or for which the Landlord is required to
 become responsible following the Commencement Date under the terms of any
 written agreement to which the Landlord and Tenant are parties, except any
 items included in the Landlord Initial Cost.

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 For any calendar month
 during the Term, the Additional Rent shall be a monthly amount, calculated to
 be the equal monthly amortization payment of principal and interest necessary
 to fully amortize the Landlord Capital Item Cost at an annual interest rate
 of fifteen percent (15.0%), over a period of ten (10) years from the date the
 Landlord becomes responsible therefore.

 



          c)       Delivery
of Rent. Monthly Base Rent and Additional Rent payable under this
Lease (together, the “Rent”) shall
be paid and delivered to the Landlord at the place designated by the Landlord
for notices under this Lease, or such other place as it may subsequently
designate in writing.


	
  

 	
  

 
	
 3.

 	
 POSSESSION:
 

 



          Delivery
of the Premises to Tenant shall have occurred on the Commencement Date.


	
  

 	
  

 
	
 4.

 	
 PERMITS
 AND APPROVALS: 

 



          Tenant
shall obtain, at Tenant’s sole cost and expense, any and all permits or other
governmental and third-party approvals necessary for the initial use and
continued operation of the Property for the purposes described herein. Landlord
shall fully cooperate with Tenant in obtaining all such permits and approvals.
All such permits and approvals shall be issued in the Landlord’s name and for
the Landlord’s benefit, except as consented to in a writing signed by or on
behalf of the Landlord.


	
  

 	
  

 
	
 5.

 	
 ADDITIONAL
 SITE IMPROVEMENTS:

 



          Landlord
has funded the Site Improvement set forth on the documentation attached hereto
as Exhibit C (the “Site Improvements”) and such Site
Improvements shall be subject to this Lease. All such Site Improvements shall
be the sole property of Landlord, though subject to the terms and provisions of
this Lease.


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 6.

 	
 TENANT’S
 USE: 

 



          Tenant
may engage in any lawful use of the Premises not in conflict with any
applicable zoning ordinance, permit, license or conditional use restriction.
Tenant may not alter the railroad tracks or other structures presently on the
Premises and may not make any expansions, improvements or additions to the
Premises without the Landlord’s prior written consent, which Landlord may
withhold its sole discretion. Tenant acknowledges and agrees that Landlord may
utilize some or all of Outlot 1 of NW 1⁄4 NW 1⁄4 of Section 21, Township 152 North,
Range 92 West (“Outlot 1”) to drill and operate a water disposal well,
construct structures used in the drilling, operation and maintenance of a water
disposal well and make other improvements and alterations to the Premises
consistent with the drilling, operation and maintenance of a water disposal
well on Outlot 1. Nothwithstanding anything herein to the contrary, Tenant
agrees that its improvements, conduct and operations on the Premises shall not
in any way interfere with or prevent Landlord’s drilling and operation of a
water disposal well on Outlot 1.  


	
  

 	
  

 
	
 7.

 	
 TAXES,
 INSURANCE, MAINTENANCE AND REPAIR EXPENSES:

 



          a)          Personal
Property. Tenant
shall pay before delinquency all taxes, assessments, license fees, and other
charges that are levied and assessed on personal property, alterations and
trade fixtures included in the Premises.


          b)          Real
Property Taxes.
Tenant shall pay all Real Property Taxes upon the Property payable during the
Term of this Lease, prorated for any partial calendar years during the Term
hereof, provided that Landlord provides or causes the tax bills therefor to be
provided Tenant at least the later of (i) thirty (30) days prior to the date
the same are due without penalty or (ii) ten (10) business days following
Landlord’s receipt of such tax bills. Upon written request of Landlord, Tenant
shall provide a receipt of such payment to Landlord. Alternatively, at
Landlord’s election, Landlord may bill Tenant for installments of Real Property
Taxes no more than sixty (60) days prior to such due date, and Tenant shall pay
Landlord the amount of such billing within ten (10) days of such due date. The
term “Real Property Taxes” shall
mean and include all taxes, general and special assessments (amortized over the
longest period available to Landlord) and other governmental charges, general
and special, including, without limitation, assessments for public improvements
or benefits, which shall, during the Term, be assessed, levied, and imposed by
any governmental authority upon the Property. Real Property Taxes shall not
include any late fees or penalties (unless arising from Tenant’s failure to
timely pay the same as set forth above), any municipal, county, state or
federal income or franchise taxes of Landlord, or documentary transfer taxes in
connection with any transfer, sale or change in ownership of all or part of the
Property. Tenant shall have the right to diligently contest the amount or
validity of any Real Property Taxes upon the Premises or any part thereof, with
the appropriate governmental agency by appropriate legal proceedings, and shall
be entitled to the economic benefit of the final resolution thereof to the
extent such benefit relates to the Term hereof.


          c)          Maintenance, Repair, and Premises Expansion Expenses.
Tenant shall pay all costs and expenses to perform all maintenance and repair
of the Premises, and to acquire expansion, improvements or additions to the
Premises. Any such additions or expansions shall become the property of the
Landlord and subject to this Lease as part of the Premises. 


          d)          Asset Capitalization. For accounting and
financial reporting requirements, the entity that directly pays for any
improvements to the Premises will capitalize those costs in accordance with
generally accepted accounting principles in the U.S. and amortize or depreciate
the capitalized amounts over the applicable period. Specific to the additions
and expansions known as the “Phase III Leasehold Improvements”, the Tenant has
directly paid the cost on these Leasehold Improvements. Therefore, the Tenant
will capitalize and amortize these Leasehold Improvements over the expected
term of the lease for accounting and financial reporting requirements. In the
absence of a specific Agreement or Amendment, the existing and future
“expansions, improvements or additions to the Premises” shall become the
property of the Landlord upon the expiration or earlier termination of the
Lease.


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 8.

 	
 TENANT’S
 COVENANTS; ASSIGNMENT AND SUBLETTING COMPLIANCE WITH LAWS; LANDLORD’S
 INSPECTION AND UTILITIES:

 



          Tenant
covenants and agrees as follows:


          a)          Prompt Payment. Tenant will pay when due
all Rent and other charges herein described and all taxes, assessments, license
fees and utility bills attributable to the Premises as the same shall become
due. Any amount owed by Tenant to Landlord hereunder shall bear interest at the
Default Rate (as hereafter defined) for each month such amount is past due
under the terms of this Lease.


          b)          Compliance with Terms of Lease. Tenant will
not use or permit the Premises, or any part thereof, to be used for any purpose
or in any manner not permitted by law or by the terms of this Lease.


          c)          Assignments or Subletting. Tenant will not
transfer or assign this Lease nor let or sublet the whole or any part of the
Premises without the prior written consent of Landlord, which consent may be
withheld for any reason or for no reason whatsoever. Consent by Landlord to any
assignment or subletting shall not constitute a waiver of the necessity for
such consent to any subsequent assignment or subletting. Tenant shall at all
times remain liable for the payment of Rent herein and for compliance with all
of its other obligations under this Lease notwithstanding any assignment or
subletting under this Lease.


          d)          Compliance with Laws. Tenant will, at its
own expense, promptly comply with all applicable laws, now or hereafter in
effect, pertaining to the conduct of its business on the Premises.


          e)          Inspections by Landlord. Landlord and its
agents, invitees and designees shall have the right to enter the Premises for
any reason at any time during the Term of this Lease without notice to Tenant.


          f)          Vacation of Premises. If Tenant at any time
elects to cease business operations at the Premises after opening the same for
business, and such cessation of business continues for a period of one hundred
fifty (150) consecutive days, such cessation of business shall be deemed a
breach or default of this Lease and Landlord shall have the right to terminate
this Lease at any time thereafter effective immediately upon written notice to
the Tenant. Unless Landlord delivers such notice, this Lease shall remain in
full force and effect notwithstanding any cessation of business by Tenant.


          g)          Utilities. Tenant shall pay before
delinquency, at its sole cost and expense, all charges for water, gas, heat,
electricity, power, telephone service, sewer service charges, and sewer rentals
charged or attributable to the Premises, and all other services or utilities
used in, upon, or about the Premises by Tenant from the Commencement Date and
throughout the Lease Term hereof.


          h)          Amounts Payable to Soo Line Railroad Company.
Tenant shall pay before delinquency, at its sole cost and expense, any and all
amounts due and payable to Soo Line Railroad Company d/b/a Canadian Pacific
Railway (“Canadian Pacific”) from the Commencement Date and throughout the
Lease Term hereof by virtue of that certain Agreement for Private Siding by and
between Landlord and Canadian Pacific effective as of the first day of
September 2009 (the “Private Siding Agreement”)
and by virtue of Tenant’s operation of the Premises following the Commencement
Date. 


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 9.

 	
 SURRENDER
 OF PREMISES, REMOVAL OF TENANT’S PROPERTY:

 



          At
expiration or termination of this Lease, Tenant agrees to: (a) surrender
possession of the Premises to Landlord; (b) remove at Tenant’s expense, any
assets of Tenant not constituting part of the Premises, and not constituting
Landlord’s Property (as defined below); and (c) otherwise return the Premises
to Landlord in good condition and broom clean, ordinary wear and tear, damage
by casualty, condemnation, act of god and/or Landlord’s failure to make repairs
excepted. The Premises, including but not limited to all tanks, tracks,
buildings, structures, all permanent transloading equipment (which specifically
excludes trailer mounted and self-driven mobile transloaders), and any other
permanent equipment (which specifically excludes mobile equipment, including,
without limitation, switchers or trucks) constructed by and/or placed upon the
Premises by Landlord or by Tenant during the Term of the Lease (collectively,
“Landlord’s Property”) shall be and remain the property of Landlord, and upon
expiration or termination of this Lease Tenant shall have no obligation to
remove Landlord’s Property from the Premises. 


	
  

 	
  

 
	
 10.

 	
 QUIET POSSESSION:

 



          Landlord
represents to and covenants with Tenant that:


          a)          Landlord
does not require any consents or approvals from mortgagees of the Property to
permit Landlord to enter into this Lease;


          b)          Other
than customary mineral leases and utility and similar easements relating to the
Property and the restrictions set forth in the Private Siding Agreement and the
Member Control Agreement, there are no other covenants, easements or
restrictions relating to the Premises and Landlord shall not enter into any
covenants, easements or other agreements after the date of this Lease which
prohibit or restrict Tenant’s proposed use of the Premises its appurtenant
easement rights, or otherwise change the terms of this Lease or Tenant’s use
and occupancy of the Premises without Tenant’s prior written consent;


          c)          Landlord
shall warrant and defend Tenant in the quiet enjoyment and possession of the
Premises, together with all appurtenant and beneficial easements, during the
Term, subject to all applicable laws (as now exist or may be hereinafter
enacted);


          d)          Landlord
has full right and authority to enter into the Lease for the full term; and


          e)          As
of the date hereof, Landlord has not discovered any soil or other conditions
that would prevent the construction of the Premises or materially increase its
cost.


	
  

 	
  

 
	
 11.

 	
 HAZARDOUS
 MATERIALS:

 



          Landlord
represents and warrants that, to the best of Landlord’s knowledge, as of the
Commencement Date no release (as hereafter defined) of Hazardous Materials had
occurred in the Premises or that Hazardous Materials are otherwise present in
the Premises and/or the Property. Landlord represents and warrants that the
Premises are in compliance with all federal, state and/or local statutes,
regulations, rules and/or ordinances, and with all orders, decrees or judgments
of governmental authorities or courts having jurisdiction, relating to the use,
generation, manufacture, collection, treatment, disposal, storage, control,
removal or clean up of Hazardous Materials (“Environmental
Laws”). To the extent any Hazardous Materials were present in, at,
on or about the Premises and/or the Property at the Commencement Date, through
no fault of Tenant, and Tenant notifies Landlord in writing of such Hazardous
Materials not later than twenty (20) days following the Commencement Date,
Landlord shall be responsible for removing or otherwise monitoring or
remediating such Hazardous Materials as required by, and in full compliance
with, all Environmental Laws at no cost to Tenant.


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          Tenant
shall indemnify, protect, defend and hold Landlord and its officers, directors,
shareholders, agents and assigns (the “Landlord
Indemnities”) harmless from and against any and all costs, fees,
damages, losses, expenses and/or liabilities of any kind or nature in any way
related to the existence, removal, transportation or disposal of any Hazardous
Materials in, at, on or about the Property caused by Tenant or any of Tenant’s
invitees, agents, employees, contractors, subtenants or licensees. If any
action or proceeding is brought against any of the Landlord Indemnities by
reason of such claim, Tenant, upon notice from any of the Landlord Indemnities,
shall defend the same at Tenant’s expense by counsel selected by the Landlord.
In the event any of the Landlord Indemnities incurs any costs, fees, damages,
losses, expenses, and/or liabilities in connection with a release of Hazardous
Materials by Tenant or any of Tenant’s agents, employees, contractors,
subtenants or licensees, Tenant shall pay such costs, fees and/or expenses
within thirty (30) days of written request from the affected Landlord
Indemnities. Other than in the case of an emergency, Landlord shall not incur
any fees or costs before notifying Tenant that it is likely to incur such fees
and costs unless Tenant takes corrective action.


          The
term “Hazardous Material” shall
mean any waste, substance, or material that is: (i) identified in Section
101(14) of the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as the same may be amended from time to time (herein called “CERCLA”); or (ii) determined to be
hazardous, toxic, a pollutant or contaminant, under federal, state, or local
law. The term “release” shall have the meaning given to such term in Section
101(22) of CERCLA.


	
  

 	
  

 
	
 12.

 	
 PERFORMANCE
 BY TENANT AND LANDLORD:

 



          Tenant
and Landlord covenant and agree that they will perform all of their respective
agreements herein expressed and will promptly, upon receipt of written notice
from a party specifying failure to perform, comply reasonably or commence to
comply with such notice. 


	
  

 	
  

 
	
 13.

 	
 DEFAULT
 AND REMEDIES:

 



          a)       Tenant Default. Tenant shall be in default
under this Lease if one or more of the following events (herein called “Defaults”) shall happen and be continuing,
namely:


	
  

 	
  

 
	
  

 	
           (i)          Tenant
 shall fail to make the payment of any Rent or other amount herein agreed to
 be paid and such failure shall continue for a period of ten (10) days after
 the date of Landlord’s written notice to Tenant of the initial failure to pay
 when due;

 
	
  

 	
  

 
	
  

 	
           (ii)         Tenant
 shall have filed a petition in bankruptcy or prayed for any relief under the
 Federal Bankruptcy Law or made an assignment for the benefit of creditors or
 consented to the entry of an order for relief in involuntary bankruptcy;

 
	
  

 	
  

 
	
  

 	
           (iii)        An
 attachment or execution shall have been levied upon the Tenant’s property in
 or interest under this Lease, which shall not have been satisfied or released
 or the enforcement thereof stayed or superseded by an appropriate proceeding
 within sixty (60) days thereafter;

 
	
  

 	
  

 
	
  

 	
           (iv)        An
 involuntary petition in bankruptcy or for reorganization or arrangement under
 the Federal Bankruptcy Law shall have been filed against Tenant and either an
 order for relief is entered or such involuntary petition is not withdrawn,
 dismissed, stayed or discharged within sixty (60) days from the filing
 thereof;

 
	
  

 	
  

 
	
  

 	
           (v)         Tenant
 shall make any assignment or sublet under this Lease without first obtaining
 Landlord’s approval as required by Section 7(c) above;

 
	
  

 	
  

 



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           (vi)        Tenant
 shall have failed to perform or observe any other covenant, agreement or
 condition to be performed or kept by the Tenant under the terms and
 provisions of this Lease, and such failure shall
 continue for thirty (30) days after written notice thereof has been given to
 Tenant by Landlord, unless Tenant shall have commenced corrective action
 within such thirty (30) days and thereafter diligently completes the same;
 the foregoing provision shall not require Tenant to occupy the Premises and
 Tenant shall be entitled to vacate the Premises so long as it otherwise
 complies with its obligations hereunder; however said time period shall be
 inclusive of any and all statutory time periods for nonpayment of rent and
 breach of covenants in Lease; or

 



If an event of a Default by
Tenant occurs, Landlord, at its option, shall have the right to terminate this
Lease and Tenant’s right to possession of the Premises, and enter into and take
possession of the Premises and remove all persons and their property therefrom,
and shall further be entitled to pursue all other remedies available to
Landlord at law or in equity. In any such event, Landlord shall use all
reasonable efforts to mitigate any and all damages that it may sustain as a
result of Tenant’s default hereunder.


          b)          Landlord Default. If Landlord shall violate
any covenant contained herein, and shall fail to comply with such covenant
within thirty (30) days of Tenant’s notice to Landlord of such violation (or
fail to commence compliance within such 30-day period if a longer period of
time is reasonably necessary), Landlord shall be deemed to be in default
hereof. Tenant shall have all remedies available at law and equity, together
with those expressly provided to Tenant herein. Upon Landlord’s default in its
obligation to pay (or credit) money, said amount shall bear interest beginning
fifteen (15) days after Tenant’s written demand therefor at the Default Rate
(as hereafter defined). Tenant shall use all reasonable efforts to mitigate any
and all damages that it may sustain as a result of Landlord’s default
hereunder.


          c)          Remedies Waiver. It is understood and
agreed that Landlord’s exercise of any right or remedy due to a default or
breach by Tenant shall not be deemed a waiver of or to alter, affect, or
prejudice any right or remedy which Landlord may have under this Lease or by
law or in equity. Neither the acceptance of Rent nor any other acts or
omissions of Landlord at any time or times after the happening of any event
authorizing the cancellation or forfeiture of this Lease shall operate as a
waiver of any past or future violation, breach, or failure to keep or perform
any covenant, agreement, terms, or condition hereof or to deprive Landlord of
its right of cancel or terminate this Lease upon the written notice provided
for herein at any time that cause for cancellation or termination may exist, or
be construed so as at any time to stop Landlord from promptly exercising any
other option, right, or remedy that it may have under any term or provision of
this Lease, at law, or in equity. 


          d)          Default Rate of Interest. The defaulting
party shall pay promptly upon demand any reasonable expense incurred by the
non-defaulting party in curing the defaulting party’s default, and, if not paid
within ten (10) days of demand therefor, the non-defaulting party may charge
interest thereon at the lesser of (a) eight percent (8%) per annum, or (b) the
highest rate permitted by law (such interest rate being referred to herein as
the (“Default Rate”). 


	
  

 	
  

 
	
 14.

 	
 ATTORNMENT:

 



          Tenant shall, in the event
any proceedings are brought for the foreclosure of, or in the event of exercise
of the power of sale under any mortgage made by Landlord covering the Premises,
attorn to the purchaser upon any such foreclosure or sale and recognize such
purchaser as Landlord under Lease on the condition that such purchaser
expressly assumes all of the Landlord’s obligations hereunder in writing.


	
  

 	
  

 
	
 15.

 	
 SUBORDINATION:

 



          This Lease shall be subject
and subordinate to each mortgage hereafter covering any or all of the Premises
(and each renewal, modification, consolidation, replacement or extension
thereof) or other similar instrument of encumbrance now or hereafter existing,
subject to execution by any subsequent mortgagee of a
non-disturbance agreement providing that notwithstanding the default of
Landlord under such mortgage, or the foreclosure of the lien thereof, or the
grant of a deed in lieu of foreclosure, this Lease shall continue in full force
and effect upon the terms, conditions, covenants and agreements herein
contained so long as Tenant is not in default hereunder beyond any applicable
notice or cure period.


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 16.

 	
 CONDEMNATION:

 



          If more than thirty-three
percent (33%) of the Premises or any access/ingress or egress points shall be
permanently taken or condemned by any competent authority for any public or
quasi-public use or purpose, or a lesser amount is taken but the use of the
Premises for Tenant’s business has been substantially and materially impaired
in Tenant’s reasonable business judgment, then Tenant may, at its option,
terminate this Lease upon written notice to Landlord given within sixty (60)
days of the date that an order granting the condemning authority possession
thereof is given. Any award for the property of which the Premises are a part,
shall be the property of Landlord. Tenant, however, shall be entitled to claim,
prove and receive in the condemnation proceeding such awards (excluding so
called bonus awards or awards for the value of the Premises taken) as may be
allowed for fixtures and other equipment installed by it and any relocation
award made to Tenant or other separate awards available to Tenant that do not
reduce Landlord’s award. In the event Tenant does not elect to terminate the
Lease, Landlord shall repair and restore the remaining Premises, and any and
all amounts expended by Landlord to so repair and restore the remaining
Premises shall constitute a Capital Cost Item for the purposes of this Lease.


	
  

 	
  

 
	
 17.

 	
 INSURANCE;
 FIRE OR OTHER CASUALTY:

 



          a)          Tenant Obligation to Maintain Insurance.
Tenant shall obtain and keep in force, beginning on the Commencement Date and
continuing throughout the entire Term, the following insurance coverages at
Tenant’s sole cost and expense from an insurance company or companies
authorized to do business in the state in which the Property is located, with a
minimum Best’s rating of “A:VII,” or equivalent rating, which policies shall
name the Landlord and any additional party designated by Landlord as an
additional insured:


	
  

 	
  

 
	
  

 	
               (i)          Commercial
 General Liability Insurance. A policy of commercial general liability
 insurance commercial general liability insurance, against any liability to
 the public or to any invitee of Tenant for injury to persons or property and
 loss of life or property incidental to the use of, or resulting from any
 accident occurring on our upon, the Premises with a limit of not less than
 two million dollars ($2,000,000) per occurrence and not less than five
 million dollars ($5,000,000) in the annual aggregate.

 
	
  

 	
  

 
	
  

 	
               (ii)         Commercial
 Property Insurance. A policy providing commercial property insurance
 covering all structures and improvements on the Premises or constructed or
 maintained in conjunction with the Premises with coverage for perils as set
 forth on the causes of loss – special form, if any, in an amount not less
 than the full insurable value and naming Landlord as loss payee. Such policy
 shall provide coverage in an amount not less than the full replacement cost
 of the Landlord Initial Cost and all Landlord Capital Item Costs. Coverage
 must also include an “Ordinances or Law Regulations” insuring agreement
 governing the construction, use or repair of property. Such coverage must
 include the expense of tearing down any property, including the cost of
 removing its debris. Increased cost of construction coverage must also be
 included. Such insurance must remain in full force and effect for and during
 the time any buildings and improvements are located on the Premises during
 the Term of this Lease. Landlord will notify Tenant each time the aggregate
 insurable value of all improvements and structures on the Premises increases
 by more than $10,000 due to betterments or additional improvements.

 


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           (iii)          Insurance
 Required by Canadian Pacific Railway. All insurance required to be
 maintained by Canadian Pacific pursuant to the terms of that certain Private
 Siding Agreement as set forth on Exhibit
 D attached hereto and incorporated herein by reference.

 
	
  

 	
  

 	
  

 
	
  

 	
           (iv)          Employer
 Liability Insurance. A policy of workers’ compensation insurance must be
 provided that insures the benefits required by Minnesota law and includes
 coverage B Employer’s Liability. The Employer’s liability limits must be:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
                 Bodily
 Injury By Accident — $2,000,000 Each Accident

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
                 Bodily
 Injury By Disease — $1,000,000 Policy Limit

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
                 Bodily
 Injury By Disease — $1,000,000 Each Employee

 
	
  

 	
  

 	
  

 
	
  

 	
 Landlord does not, by
 requiring such insurance or by any other act or event, assume or undertake
 liability for any work-related injuries or death to Tenant or Tenant’s
 employees.

 
	
  

 	
  

 	
  

 
	
  

 	
           (v)           Environmental
 Insurance. A policy of environmental liability insurance, against any
 environmental liability, including discharge of hazardous materials,
 incidental to the use of, or resulting from any accident or spill occurring
 on our upon, the Premises with an aggregate limit of not less than
 twenty-five million dollars ($25,000,000).

 
	
  

 	
  

 	
  

 
	
  

 	
           (vi)          All
 other insurance, if any, customarily maintained by businesses of like type,
 or required by any law or regulation to be carried or maintained by Tenant.

 



          b)       Repair and Rebuild. If the loss renders the
structures on the Premises totally or partially inaccessible or unusable by
Tenant in the ordinary conduct of Tenant’s business for a period of more than
thirty (30) days, then Tenant may terminate this Lease by written notice to the
Landlord, except that if: (i) Landlord reasonably determines that the
structures on the Premises can be rebuilt within one hundred twenty (120) days
after the date of the damage, (ii) Landlord is not prevented by applicable laws
from substantially rebuilding the structures on the Premises to its preexisting
condition, and (iii) the damage has not occurred in the last Lease Year of the
Term, then Landlord, at Landlord’s cost, may, in its sole discretion, restore,
repair or rebuild the same and, in the event Landlord determines to do so, this
Lease shall remain in full force and effect, but with full abatement of all
Rent until the Premises are fully restored to pre-loss condition and the Term
of this Lease may be extended a number of days equal to the period of such Rent
abatement at the Landlord’s sole discretion.


          c)       Destruction Near End of Term.
Notwithstanding the foregoing, if the structures on the Premises are wholly or
partially damaged or destroyed within the last Lease Year of the Term, either
Landlord or Tenant may, at its option, elect to terminate this Lease.


	
  

 	
  

 
	
 18.

 	
 NOTICES:

 



          All
notices from Tenant to Landlord required or permitted by any provision of this
Lease shall be in writing and sent by facsimile with written transmission
confirmation, overnight delivery service, or registered or certified mail,
postage prepaid and directed to Landlord at:


	
  

 	
  

 
	
  

 	
 Dakota Plains Holdings,
 Inc.

 
	
  

 	
 294 Grove Lane East

 
	
  

 	
 Wayzata, MN 55391

 
	
  

 	
 Attention: Robert Henry,
 Vice President of Operations

 
	
  

 	
 Facsimile: (952) 516-5253

 
	
  

 	
 rhenry@dakotaplains.com

 


9





All notices from Landlord to
Tenant so required or permitted shall be in writing and sent by email or
facsimile with written transmission confirmation, overnight delivery service,
or registered or certified mail, postage prepaid and directed to Tenant at:


	
  

 	
  

 
	
  

 	
 Dakota Petroleum Transport
 Solutions, LLC

 
	
  

 	
 c/o Western Petroleum
 Company

 
	
  

 	
 9531 West 78th Street

 
	
  

 	
 Eden Prairie, MN 55344

 
	
  

 	
 Attention: Paul Ferguson

 
	
  

 	
 Facsimile: (952) 941-7470

 
	
  

 	
 pferguson@wfscorp.com

 



Either party may, at any
time or from time to time, designate in writing a substitute address for that
above set forth, and thereafter notices shall be directed to such substitute
address for that above set forth. Notices to either party shall be effective
three (3) business days after depositing in the United State Postal system,
upon confirmed facsimile transmission or on the next business day if sent by
overnight courier in accordance with this Section 17.


	
  

 	
  

 
	
 19.

 	
 INDEMNITY:

 



          Landlord
shall protect, defend, indemnify and hold Tenant harmless from and against any
and all claims, damages, losses, liens, judgments, penalties, expenses
(including reasonable attorneys and consultants fees), and/or liabilities
caused by the intentional misconduct or grossly negligent acts or omissions of
Landlord, its partners, agents or contractors arising out of or relating to
injury to any person or loss of or damage to property which occurs at the
Premises, except for those caused by the intentional misconduct, grossly
negligent acts or omissions of Tenant or Tenant’s agents, members, officers,
employees, contractors, sublessees, licensees, invitees or guests.


          Tenant
shall protect, defend, indemnify and hold Landlord harmless from and against
any and all claims, damages, losses, liens, judgments, penalties, expenses
(including reasonable attorneys and consultants fees), and/or liabilities
caused by the intentional misconduct or grossly negligent acts or omissions of
Tenant, its officers, employees, agents, contractors or invitees arising out of
or relating to injury to any person or loss of or damage to property which
occurs at the Premises, except for those caused by the intentional misconduct,
grossly negligent acts or omissions of Landlord or Landlord’s agents, partners,
employees or contractors.


	
  

 	
  

 
	
 20.

 	
 NOT A
 JOINT VENTURE:

 



          Any
intention to create a joint venture or partnership relation between the parties
hereto is hereby expressly disclaimed.


	
  

 	
  

 
	
 21.

 	
 SUCCESSORS
 AND ASSIGNS:

 



          This
Lease and the covenants and conditions herein contained shall inure to the
benefit of and be binding upon Landlord, its successors, and assigns, and shall
be binding upon Tenant, its successors, assigns, subtenants, assignees,
concessionaires, executors, administrators, and legal representatives, and
shall inure to the benefit of Tenant, its successors and only such assignees of
Tenant to whom Tenant has assigned in compliance with the provisions of this
Lease.


	
  

 	
  

 
	
 22.

 	
 WAIVER:

 



          The
failure of either party to insist, in any one or more instances, upon a strict
performance of any covenant of this Lease or to exercise any option or right
herein contained shall not be construed as a waiver or relinquishment for
the future of such covenant, right, or option, but the same shall remain in
full force and effect unless the contrary is expressed in writing.


10







	
  

 	
  

 
	
 23.

 	
 INTERPRETATION
 OF AGREEMENT:

 



          All headings preceding the
text of the several provisions and sub provisions are inserted solely for
convenience of reference and none of them shall constitute a part of this Lease
or affect its meaning, interpretation, or effect.


	
  

 	
  

 
	
 24.

 	
 ATTORNEYS’
 FEES:

 



          If any action at law or
equity is commenced between the parties hereto, the prevailing party shall be
entitled to its reasonable attorneys’ fees, and costs in connection with such
action. In the event any dispute arising between the parties is resolved
without court proceedings, the prevailing party shall be entitled to recover
reasonable attorneys’ fees and costs in connection with such dispute.


	
  

 	
  

 
	
 25.

 	
 BROKER’S
 COMMISSIONS:

 



          Each party represents that
it has not had dealings with any real estate broker, finder, or other person
with respect to this Lease. Each party shall hold harmless the other party from
all damages resulting from any claims that may be asserted against the other
party by any broker, finder, or other person, with whom the other party has or
purportedly has dealt in connection with this Lease.


	
  

 	
  

 
	
 26.

 	
 CONFIDENTIALITY:

 



          Landlord and Tenant acknowledge
and agree that the terms and conditions contained in this Lease are
confidential and proprietary to their business operations, and shall not be
disclosed to any person(s) or entity(ies) other than their respective brokers,
officers, directors, partners, employees, prospective and existing lenders and
purchasers (and prospective purchasers), accountants, shareholders, prospective
investors, and attorneys, who shall be requested keep the terms and conditions
herein confidential.


	
  

 	
  

 
	
 27.

 	
 ENTIRE
 AGREEMENT:

 



          This Lease and the exhibits
attached hereto set forth all the promises, agreements, conditions, and
understandings between Landlord and Tenant relative to the Premises, and there
are not promises, agreements, conditions, or understandings, either oral or written,
expressed or implied, between them other than set forth herein. Except as
herein otherwise provided, no subsequent alterations, amendment, change, or
additions to this Lease shall be binding upon Landlord or Tenant unless reduced
to writing and signed by both of them.


	
  

 	
  

 
	
 28.

 	
 TIME:

 



          Time is of the essence in
regard to this Lease and each and all of its provisions in which performance in
a factor. In the event that the final date for performance of any covenant
herein contained (other than the payment of Rent or other sums due hereunder)
falls on a legal holiday of the United States Government, the date for such
performance shall be extended to the next business day thereafter.


	
  

 	
  

 
	
 29.

 	
 NO
 PERSONAL LIABILITY:

 



          Landlord and Tenant
acknowledge and agree that there shall be absolutely no personal liability on
the part of either Landlord’s or Tenant’s officers, directors, shareholders,
partners, managers or members, as applicable, or any owners or an interest in
their business, their heirs, successors, assigns, legally appointed
representatives, or any mortgagee in possession (hereinafter collectively “Representatives”) with respect to any of
the terms, covenants and conditions of this Lease. In the event of any breach
by Landlord of any of the
terms, covenants or conditions of this Lease to be performed by Landlord,
Tenant’s right to seek recovery from Landlord shall be limited to the interest
of Landlord in the Property including the equity, rent, income and profits
derived therefrom, and any applicable insurance coverage that might be
maintained by Landlord provided that subrogation related to such insurance
coverage has been waived (and further provided that Landlord shall only be
obligated to maintain the specific insurance coverage that is the express
obligation of Landlord hereunder). Tenant agrees that it has no recourse
against any of Landlord’s Representatives for distributions made to such
Representatives prior to Landlord’s default of the Lease.


11







	
  

 	
  

 
	
 30.

 	
 CORPORATE
 AUTHORITY:

 



          Each individual executing
this Lease on behalf of Landlord and Tenant represents and warrants that he/she
is duly authorized to executed and deliver this Lease on behalf of said entity
in accordance with a duly adopted resolution of the board of directors or
partners thereof authorizing and consenting to this Lease; authorizing the
specific representatives signing this Lease to execute, acknowledge, and
deliver the same without the consent of any other officer, director or partner;
resolving that such action and execution is in accordance with the governing
director of the entity; and resolving that this Lease is binding upon said
corporation in accordance with its terms.


	
  

 	
  

 
	
 31.

 	
 SEVERABILITY
 AND INDEPENDENCE OF COVENANTS:

 



          In the event that any
provision of this Lease is found to be unenforceable, the remainder of this
Lease shall not be affected, and any provision found to be invalid shall be
enforceable to the extent permitted by law. The parties agree that in the event
two different interpretations may be given to any provision hereunder, one of
which will render the provisions unenforceable, and one of which will render
the provision enforceable, the interpretation rendering the provision
enforceable shall be adopted.


	
  

 	
  

 
	
 32.

 	
 GOVERNING
 LAW; VENUE; ENFORCEMENT:

 



          The laws of the State of
Minnesota shall govern the validity and the construction of this Lease without
regard to principles of conflict of laws. It is hereby agreed that the state or
federal courts located in Hennepin County, Minnesota, shall have exclusive
jurisdiction and the parties submit to the sole jurisdiction of such courts in
any such action and waive all defenses relating to improper venue or personal
jurisdiction. The parties hereby acknowledge and agree that any breach or
threatened breach of any representation, warranty, covenant or agreement of
this Lease would cause irreparable injury to the other party for which money
damages would not provide an adequate remedy. As such, the parties hereby agree
that the representations, warranties, covenants and agreements contained in
this Lease may be specifically enforced by any state or federal court in
Hennepin county, Minnesota, and that any such court may exercise all other
equitable remedies deemed appropriate. This Lease may be enforced by specific
performance.


	
  

 	
  

 
	
 33.

 	
 NON-COMPETITION:

 



          Target agrees that, during
the Term of this Lease and for a period of two (2) years following the Term of
this Lease, Tenant shall not engage in the operation of, consult with any party
concerning the operation of, have any interest in any, or otherwise have any
involvement in the operation of any railhead petroleum transfer terminal or any
similar business or enterprise within the State of North Dakota.


[Signatures
contained on Following Page]


12





          IN WITNESS WHEREOF, Landlord and Tenant
have caused this Lease to be executed in their names by their duly authorized
officers.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Landlord:

 
	
  

 	
  

 	
  

 
	
  

 	
 DAKOTA PLAINS HOLDINGS,
 INC.

 
	
  

 	
 a Nevada corporation

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 /s/ Gabriel G. Claypool



 	
  

 
	
  

 	
 Name 

 	
 Gabriel G. Claypool

 
	
  

 	
 Its

 	
 Chief Executive Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 Tenant:

 
	
  

 	
  

 	
  

 
	
  

 	
 DAKOTA PETROLEUM TRANSPORT 
SOLUTIONS, LLC

 
	
  

 	
 a Minnesota limited liability
 company

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 Paul Ferguson



 	
  

 
	
  

 	
 Name

 	
 Paul Ferguson

 
	
  

 	
 Its

 	
 Chief Manager

 


[Signature Page to
Amended and Restated Lease Agreement]