Exhibit 10.10 


EXCHANGE AND LOAN AGREEMENT


          THIS EXCHANGE AND LOAN AGREEMENT (this “Agreement”) is
entered into effective as of November 1, 2011 between
                  
(“Lender”) and Dakota
Plains, Inc., a Minnesota corporation (the “Company”).


RECITALS


	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Lender is
 the record and actual holder of certain promissory notes payable by the
 Company identified on Exhibit A (the “Old Notes”).

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 The Company
 and Lender intend to extend the maturity of the Old Notes by Lender
 exchanging such Old Notes for a new promissory note payable by the Company to
 Lender.

 
	
  

 	
  

 	
  

 
	
  

 	
 NOW, THEREFORE, in
 consideration of the mutual covenants herein contained, the parties agree as
 follows:

 






	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Exchange.

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 a.

 	
 Promissory Notes.
 Upon the terms and subject to the conditions of this Agreement and in
 reliance upon the representations, warranties and agreements contained in
 this Agreement, as of November 1, 2011, the Company will issue to Lender, and
 Lender will surrender the Old Notes to the Company for a promissory note in
 substantially the form set forth on Exhibit B (the “New Note”) in a
 principal amount equal to the aggregate principal amount of the Old Notes as
 set forth on Exhibit A.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 b.

 	
 Extension Fee. In
 connection with the issuance of the New Note, Lender will receive from the
 Company, at Lender’s election (as indicated by checking the appropriate box),
 either 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 o

 	
 (i)

 	
 a cash
 payment equal to 2.0% of the aggregate principal amount of Old Notes
 exchanged by such holder (the “Cash Extension Fee”); or 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 o

 	
 (ii)

 	
 a number of
 shares of the Company’s common stock, par value $0.01 per share, equal to the
 Cash Extension Fee divided by $4.00.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 EFFECTIVENESS OF EXCHANGE. Upon acceptance of this Agreement
 by the Company, all of the Old Notes will be deemed to be exchanged for the
 New Note as of the date first set forth above and the Old Notes will thereupon
 be deemed null and void. Except for obligations created under this Agreement,
 by accepting this Agreement, Lender forever releases relieves and discharges
 the Company and its affiliates, subsidiaries, predecessors, successors,
 assigns, attorneys, partners, employees, directors, officers, shareholders,
 agents, representatives and related entities (collectively, the “Released Parties”),
 from any and all claims, demands, actions, cause or causes of action, suits
 debts, sums of money, controversies, damages, obligations, breaches and
 liabilities of every kind and nature, whether known or unknown, in law,
 equity or otherwise, that have existed or may exist as of the date of this
 Agreement relating to the Old Notes and all matters and agreements in
 connection therewith and related thereto.

 


1









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 REPRESENTATIONS AND WARRANTIES OF LENDER.
 Lender hereby represents and warrants to the Company as of the date of this
 Agreement and as of the Draw Date (if any) as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 a.

 	
 Lender is
 acquiring the New Note and any shares of the Company’s common stock issuable
 pursuant to the New Note, including but not limited to any shares received
 pursuant to Section 1.b. of this Agreement, and will acquire the Supplemental
 Note, the Supplemental Warrant, and any shares of common stock issuable
 pursuant to the Supplemental Warrant (collectively, the “Securities”), for Lender’s
 own account (and not for the account of others) for investment and not with a
 view to the distribution or resale thereof.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 b.

 	
 Lender has
 had an opportunity to ask questions of, and receive answers from, the Company
 concerning the business, management and financial affairs of the Company and
 the terms and conditions of the Exchange. Lender has had an opportunity to
 obtain any information requested by Lender regarding the Company, including
 information regarding the current financial condition of the Company, as well
 as any information requested to verify this information, to the extent
 reasonably available.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 c.

 	
 Lender has
 been advised to seek financial, legal and tax counsel concerning the
 transactions contemplated by this Agreement.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 d.

 	
 Lender is a
 sophisticated investor and an “accredited investor”, as such term is defined
 in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as
 amended (the “Securities Act”).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 e.

 	
 Lender
 recognizes that (i) there are, or will be when issued, substantial
 restrictions on the transfer of the Securities; (ii) there is not currently a
 public market for the Securities; and (iii) accordingly, for the above and
 other reasons, Lender may not be able to liquidate an investment in the
 Securities for an indefinite period. Lender realizes that the Securities have
 not been, and may not be, registered for sale under the Securities Act or
 applicable state securities laws, and, therefore, may be sold only pursuant
 to registration under the Securities Act and state laws, or an opinion of
 counsel acceptable to the Company that such registration is not required. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 f.

 	
 Lender
 understands that the certificates representing the Securities (if any) shall
 contain a legend to the effect of (e) above.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 g.

 	
 Lender is
 the sole record and beneficial owner of the Old Notes, free and clear of any
 and all liens or restrictions on transfer.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 h.

 	
 There are no
 legal proceedings pending or, to Lender’s knowledge, threatened in writing,
 against or affecting Lender or Lender’s respective assets, at law or in
 equity, by or before any governmental authority, or by or on behalf of any
 third party, which, if adversely determined, would impair your ability to
 enter into this Agreement or consummate the transactions contemplated by this
 Agreement.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 MISCELLANEOUS.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 a.

 	
 .No
 Assignment or Revocation; Binding Effect. Neither this Agreement,
 nor any interest herein, shall be assignable by Lender without prior written
 consent of the Company, which consent shall not be unreasonably withheld.
 Lender hereby 

 


2









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 acknowledges
 and agrees that Lender is not entitled to cancel, terminate or revoke this
 Agreement and that it shall survive the death, incapacity or bankruptcy of
 Lender. The provisions of this Agreement shall be binding upon and inure to
 the benefit of the parties hereto, and their respective heirs, legal representatives,
 successors and assigns.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 b.

 	
 Remedies. The
 Lender acknowledges that the Company may not have an adequate remedy at law
 in the event of any breach of this Agreement by the Lender and, therefore,
 the Company may be entitled, in addition to any other available remedies, to
 injunctive and/or other equitable relief to prevent or remedy a breach of
 this Agreement upon showing of sufficient proof to a court of competent
 jurisdiction properly seated to hear such matter.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 c.

 	
 Modifications.
 This Agreement may not be changed, modified, released, discharged, abandoned
 or otherwise amended, in whole or in part, except by an instrument in
 writing, signed by the Lender and the Company. No delay or failure of the
 Company in exercising any right under this Agreement will be deemed to
 constitute a waiver of such right or of any other rights. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 d.

 	
 Entire Agreement.
 This Agreement and the exhibits hereto are the entire agreement between the
 parties with respect to the subject matter hereto and thereto. This
 Agreement, including the exhibits, supersedes any previous oral or written
 communications, representations, understandings or agreements between the
 parties. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 e.

 	
 Severability. In
 the event that any paragraph or provision of this Agreement shall be held to
 be illegal or unenforceable in any jurisdiction, such paragraph or provision
 shall, as to that jurisdiction, be adjusted and reformed, if possible, in
 order to achieve the intent of the parties, and if such paragraph or provision
 cannot be adjusted and reformed, such paragraph or provision shall, for the
 purposes of that jurisdiction, be voided and severed from this Agreement, and
 the entire Agreement shall not fail on account thereof but shall otherwise
 remain in full force and effect.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 f.

 	
 Governing Law.
 This Agreement shall be governed by, subject to, and construed in accordance
 with the laws of the State of Minnesota without regard to conflict of law
 principles.

 


[Signature Page Follows]


3





          IN WITNESS
WHEREOF, the undersigned Lender has executed this Exchange and Loan Agreement
as of the date first set forth above.


	
  

 	
  

 
	
  

 	
  



 
	
  

 	
 By

 
	
  

 	
 Its

 



          IN
WITNESS WHEREOF, the Company hereby accepts this Exchange and Loan Agreement as
of the date first set forth above.


	
  

 	
  

 
	
  

 	
 DAKOTA
 PLAINS, INC.

 
	
  

 	
  

 
	
  

 	
  



 
	
  

 	
 By

 
	
  

 	
 Its

 


[Signature
Page to Exchange and Loan Agreement]





Exhibit A


LENDER PROMISSORY NOTES


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Principal Amount



 	
  

 
	
 Promissory Note(s) to be Exchanged – Old Notes:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 Promissory Note due January 31, 2012 –
 Senior Note

 	
  

 	
  

 	
 $



 	
   



 	
  

 	
  

 
	
  

 
	
 Promissory Note due October 14, 2012 –
 Junior Note

 	
  

 	
  

 	
  

 	
   

 	
  

 	
  

 
	
  

 
	
 Promissory Note to be Issued:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 Promissory Note due March 1, 2013 – New
 Note

 	
  

 	
  

 	
 $