Exhibit 10.18


 


AMENDMENT NO. 1 TO



DPTS MARKETING LLC



AMENDED AND RESTATED MEMBER CONTROL AGREEMENT


THIS AMENDMENT NO. 1 (this
“Amendment”) is made effective as of August 30, 2012 by and between Dakota Plains Marketing, LLC, a Minnesota limited
liability company (“DPM”), Petroleum Transport Solutions, LLC, a Minnesota limited liability company (“PTS”),
and DPTS Marketing LLC, a Minnesota limited liability company (the “Company”).


RECITALS:


A.                 
DPM, PTS and the Company constitute all of the parties to that certain Dakota Petroleum Transport
Solutions, LLC Amended and Restated Member Control Agreement dated as of June 1, 2012 (the “Agreement”);


B.                 
Section 10.5 of the Agreement provides that the Agreement may be amended only upon the written
agreement of all of the members of the Company;


C.                 
DPM and PTS constitute all of the members of the Company; and


D.                 
DPM, PTS and the Company desire to amend the Agreement as set forth in this Amendment.


AGREEMENTS:


NOW THEREFORE, in consideration
of the foregoing, the mutual terms, covenants and conditions contained in this Agreement, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


SECTION 1    Capitalized
Terms. Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to them in the Agreement.


SECTION 2    Amendment.
Section 7.10 of the Agreement is hereby amended and restated in its entirety as follows:


7.10)    Other Ventures.
Any Member may engage in or possess any interest in any other ventures or businesses of any nature or description, independently
or with others, including ventures or businesses which may engage in business transactions with the Company provided such transactions
with the Company are commercially reasonable. Neither the Company nor any other Member shall have a right by virtue of this Company
to participate in any way in any such other venture or the income or profits derived therefrom. Notwithstanding the foregoing,
each Member agrees that it will not (and it will not permit its Affiliates to), during the period it is a Member of the Company,
and for one year thereafter, directly or indirectly, purchase, sell, store, transport or market crude oil or natural gas originating
from production fields anywhere in North Dakota or conduct any trading activities related thereto, except through the Company;
provided, however, that DPM and its Affiliates are expressly permitted to transport any materials, including crude
oil or natural gas, by road.




    	 



    	 



    


 


SECTION 3    Continued
Effectiveness of Agreement. Except as expressly amended by this Amendment, the Agreement shall remain in full force and effect.


SECTION 4    Reference
to Agreement. Each reference in the Agreement to “this Agreement”, “herein”, “hereof”,
“hereunder”, or words of like import shall mean and refer to the Agreement as amended by this Amendment. No reference
to this Amendment need be made in any instrument or document at any time referring to the Agreement and any such reference to the
Agreement shall be deemed a reference to the Agreement as amended by this Amendment.


SECTION 5    Contingent
Contract. This Agreement is contingent upon the execution and delivery of an Amendment No. 1 to Dakota Petroleum Transport
Solutions, LLC Amended and Restated Member Control Agreement (the “Other Amendment”). If no such Other Amendment is
fully executed and delivered, this contract will be null and void.


SECTION 6    Counterparts.
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall
constitute one and the same instrument. The electronic or facsimile transmission of a signature page, by one party to the other(s),
shall constitute valid execution and acceptance of this Amendment by the signing/transmitting party.


SECTION 7    Governing
Law. This Amendment is governed by and shall be construed and enforced in accordance with the laws of the State of Minnesota
applicable to contracts made and to be performed entirely within such State, without regard to the conflicts of law principles
of such State.


[Signature Page Follows]


 


 


 


 


 




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IN WITNESS WHEREOF, the
Members have executed this Amendment effective as of the date first above written.


	 	DPTS MARKETING LLC
	 	 
	 	/s/ Carlos R. Cuervo
	 	By	Carlos R. Cuervo
	 	Its	Chief Manager
	 	 	 
	 	 	 
	 	DAKOTA PLAINS MARKETING, LLC
	 	 	 
	 	/s/ Gabriel G. Claypool
	 	By	Gabriel G. Claypool
	 	Its	Chief Executive Officer
	 	 	 
	 	 	 
	 	PETROLEUM TRANSPORT SOLUTIONS, LLC
	 	 	 
	 	/s/ Ronald Crowell
	 	By	Ronald Crowell
	 	Its	Sr. Vice President-Finance


 


 


 


 


 


 


 


 


 


	 	Signature Page to Amendment No. 1 to

DPTS Marketing LLC 

Amended and Restated Member Control Agreement