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, INC. THAT SUCH REGISTRATION
IS NOT REQUIRED.


FORM OF PROMISSORY NOTE


	
  

 	
  

 
	
 $          ,000.00

 	
 November 1, 2011

 
	
  

 	
 Minneapolis, Minnesota

 



          FOR VALUE RECEIVED, Dakota Plains, Inc., a
Minnesota 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
                   
($      ,000.00).


	
  

 	
  

 	
  

 
	
 1.

 	
 Maturity. All outstanding amounts under this
 Promissory Note will be due and payable in full at 4:00 pm Central time
 on March 1, 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 twelve percent (12.0%) simple annual interest.
 Upon execution of this Consolidated Promissory Note, all accrued but unpaid
 interest will be first due and payable in arrears on December 31, 2011.
 Thereafter, all accrued but unpaid interest will be due and payable in
 arrears on the last day of each fiscal quarter of the Company.

 
	
  

 	
  

 	
  

 
	
 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, at any
 time after the occurrence of a financing, filing or other transaction
 completed on or before the Maturity Date that results in the Company becoming
 subject to the reporting requirements of Section 13 or 15(d) of the
 Securities Exchange Act of 1934, as amended, and the creation of a public
 trading market in the Company’s commons stock (such occurrence, a “Public Listing”). 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.

 	
 Additional Payment. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Amount. If a Public Listing occurs and the Initial Trading Price exceeds the
 Reference Price, then the Lender will be entitled to receive from the Company
 an amount (the “Additional Payment”) equal to the remainder, to the extent positive, of (x) the
 unpaid principal amount of this Promissory Note multiplied by the Initial
 Trading Price and divided by the Reference Price minus (y) the unpaid
 principal amount of this Promissory Note. The Additional Payment (if any)
 will be due and payable to Lender within thirty (30) days of the date on
 which the Public Listing occurs. For purposes of determining the Additional
 Payment, “Initial Trading
 Price” means the
 average closing price of the Company’s common stock over the twenty (20)
 trading days immediately following the Public Listing and “Reference Price” means a dollar amount equal to a price
 per share of the Company’s common stock equal to $2.50 (adjusting for any
 share dividends, 

 













	
  

 	
  

 	
  

 
	
  

 	
  

 	
 divisions or combinations of
 the Company’s common stock occurring after the date this Promissory Note is
 issued).

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Payment. The Lender may elect, in its sole discretion, to receive Additional
 Payment (if any) from the Company either (i) a number of shares
 of the Company’s common stock equal to the Additional Payment divided by
 $4.00; or (ii) a subordinated promissory note having a principal amount
 equal to the Additional Payment, bearing no interest for three calendar
 months after issuance and 12.0% simple annual interest thereafter, due and
 payable on the one-year anniversary of the issue date of such promissory
 note.

 
	
  

 	
  

 
	
 5.

 	
 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:

 
	
  

 	
  

 
	
  

 	
 (c)

 	
 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;

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 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;

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 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.

 
	
  

 	
  

 	
  

 
	
 6.

 	
 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.

 


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 7.

 	
 Restatement; Prior Notes. This Promissory Note replaces in its entirety
 and is in substitution for but not in payment of [(a) that certain
 promissory note due
               ,
 2012 in the original principal amount of $,000 and (b)  that certain
 promissory note due               ,
 2012 in the original principal amount of $               ,000], each made by the Company in
 favor of Lender and does not and shall not be deemed to constitute a novation
 thereof. Such Prior Notes shall be of no further force and effect upon the
 execution of this Promissory Note; provided, however, that all outstanding
 indebtedness, including, without limitation, unpaid principal amounts and
 accrued but unpaid interest under the Prior Notes as of the date of this
 Promissory Note, are hereby deemed indebtedness evidenced by this Promissory
 Note and are incorporated herein by this reference without increasing or
 modifying the stated principal amount of this Promissory Note.

 
	
  

 	
  

 
	
 8.

 	
 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, INC.

 
	
  

 	
  

 	
  

 
	
  

 	
  



 
	
  

 	
 By

 	
  



 
	
  

 	
 Its

 	
  



 


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