0000897101-12-000488 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 23rd, 2012 • MCT Holding Corp • Services-personal services • Minnesota

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective the 22nd day of March 2012 (the “Effective Date”) by and between Gabriel G. Claypool, a resident of the State of Minnesota (“Employee”), and Dakota Plains Holdings, Inc., a Nevada corporation formerly known as MCT Holding Corporation (the “Company”).

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DAKOTA PETROLEUM TRANSPORT SOLUTIONS, LLC MEMBER CONTROL AGREEMENT
Member Control Agreement • March 23rd, 2012 • MCT Holding Corp • Services-personal services • Minnesota

THIS MEMBER CONTROL AGREEMENT, (the “Agreement”) is made effective as of November 9, 2009 (the “Effective Date”), by and between Dakota Plains Transport, Inc., a Nevada corporation (“DPT”), Petroleum Transport Solutions, LLC, a Minnesota Limited Liability Company (“PTS”) and Dakota Petroleum Transport Solutions, LLC, a Minnesota Limited Liability Company (the “Company”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 23rd, 2012 • MCT Holding Corp • Services-personal services • Minnesota

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective the 22nd day of March 2012 (the “Effective Date”) by and between Timothy R. Brady, a resident of the State of Minnesota (“Employee”), and Dakota Plains Holdings, Inc., a Nevada corporation formerly known as MCT Holding Corporation (the “Company”).

EXCHANGE AND LOAN AGREEMENT
Exchange and Loan Agreement • March 23rd, 2012 • MCT Holding Corp • Services-personal services • Minnesota

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”).

Dakota Plains Holdings, Inc.
Incentive Stock Option Agreement • March 23rd, 2012 • MCT Holding Corp • Services-personal services • Minnesota

This is an Incentive Stock Option Agreement (“Agreement”) between Dakota Plains Holdings, Inc. (the “Company”), and the optionee identified above (the “Optionee”) effective as of the date of grant specified above.

AMENDMENT TO LEASE AGREEMENT
Lease Agreement • March 23rd, 2012 • MCT Holding Corp • Services-personal services • Minnesota

AMENDMENT TO LEASE AGREEMENT (this “Amendment”) dated as of August 18, 2011 by and among Dakota Plains, Inc., a Minnesota corporation f/k/a Dakota Plains Transport, Inc., a Nevada corporation (“Landlord”) and Dakota Petroleum Transport Solutions, LLC, a Minnesota Limited Liability Tenant (the “Tenant”).

Dakota Plains Holdings, Inc.
Non-Statutory Stock Option Agreement • March 23rd, 2012 • MCT Holding Corp • Services-personal services • Minnesota

This is a Non-Statutory Stock Option Agreement (“Agreement”) between Dakota Plains Holdings, Inc. (the “Company”), and the optionee identified above (the “Optionee”) effective as of the date of grant specified above.

Dakota Plains Holdings, Inc.
Restricted Stock Agreement • March 23rd, 2012 • MCT Holding Corp • Services-personal services • Minnesota

This Restricted Stock Agreement is made between Dakota Plains Holdings, Inc. (the “Company”), and the employee identified above (the “Employee”) effective as of the date of issuance specified above (the “Effective Date”).

AMENDMENT TO DPTS MARKETING LLC MEMBER CONTROL AGREEMENT
Member Control Agreement • March 23rd, 2012 • MCT Holding Corp • Services-personal services • Minnesota

AMENDMENT TO MEMBER CONTROL AGREEMENT (this “Amendment”) dated as of August 17, 2011 by and among Dakota Plains Marketing, LLC, a Minnesota limited liability company (“DPM”) and Petroleum Transport Solutions, LLC, a Minnesota limited liability company (“PTS”), and DPTS Marketing LLC, a Minnesota limited liability company (the “Company”).

AGREEMENT AND PLAN OF MERGER BY AND AMONG MCT HOLDING CORPORATION, DAKOTA PLAINS, INC., AND DP ACQUISITION CORPORATION
Merger Agreement • March 23rd, 2012 • MCT Holding Corp • Services-personal services • Minnesota

This Agreement and Plan of Merger (this “Agreement”) is entered into effective as of the 22nd day of March 2012, by and among MCT Holding Corporation, a Nevada corporation (“MCT Holding”), Dakota Plains, Inc. a Minnesota corporation (“Dakota Plains”), and DP Acquisition Corporation, a Minnesota corporation (“Merger Subsidiary”). Certain capitalized terms used in this Agreement are defined in Article 7.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 23rd, 2012 • MCT Holding Corp • Services-personal services • Minnesota

This Stock Purchase Agreement (the “Agreement”) is made effective as of the 23rd day of March, 2012, by and between MCT Holding Corporation, a Nevada corporation (the “Seller”), MCT Distribution Incorporated, a Utah corporation (the “Company”) and Lindsey Hailstone (the “Buyer”). The Buyer and the Seller are sometimes referred to in this Agreement individually as a “Party,” and collectively as the “Parties.”

EXCHANGE AND LOAN AGREEMENT
Exchange and Loan Agreement • March 23rd, 2012 • MCT Holding Corp • Services-personal services • Minnesota

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”).

AMENDMENT TO DAKOTA PETROLEUM TRANSPORT SOLUTIONS, LLC MEMBER CONTROL AGREEMENT
Member Control Agreement • March 23rd, 2012 • MCT Holding Corp • Services-personal services • Minnesota

AMENDMENT TO DAKOTA PETROLEUM TRANSPORT SOLUTIONS, LLC MEMBER CONTROL AGREEMENT (this “Amendment”) dated as of April 29, 2011 by and among Dakota Plains Transport, Inc., a Nevada corporation (“DPT”), Petroleum Transport Solutions, LLC, a Minnesota Limited Liability Company (“PTS”), and Dakota Petroleum Transport Solutions, LLC, a Minnesota Limited Liability Company (the “Company”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 23rd, 2012 • MCT Holding Corp • Services-personal services • Minnesota

THIS INDEMNIFICATION AGREEMENT is made as of the 22nd day of March, 2012 by and among Dakota Plains, Inc., a Minnesota corporation (“Dakota Plains”), Travis T. Jenson (“Jenson”), the President and a shareholder of MCT Holding Corporation, a Nevada corporation (“MCT Holding”), and Thomas J. Howells (together with Jenson, the “Indemnifying Parties”), a shareholder of MCT Holding.

SUPPLEMENTAL AGREEMENT TO DAKOTA PETROLEUM TRANSPORT SOLUTIONS, LLC MEMBER CONTROL AGREEMENT AND DAKOTA PETROLEUM TRANSPORT SOLUTIONS, LLC LEASE AGREEMENT
Supplemental Agreement • March 23rd, 2012 • MCT Holding Corp • Services-personal services

THIS SUPPLEMENTAL AGREEMENT (the “Supplement”) is entered into September 30, 2010 and made effective as of July 22, 2010 by and between Dakota Plains Transport, Inc., a Nevada corporation (“DPT”), Petroleum Transport Solutions, LLC, a Minnesota limited liability company (“PTS”) and Dakota Petroleum Transport Solutions, LLC, a Minnesota limited liability company (the “Company”).

Lease Agreement By and Between Dakota Plains Transport, Inc. a Nevada corporation (“Landlord”) and Dakota Petroleum Transport Solutions, LLC, a Minnesota limited liability company (“Tenant”)
Lease Agreement • March 23rd, 2012 • MCT Holding Corp • Services-personal services • Minnesota

This Lease Agreement (“Lease”), is made as of the 4th day of November, 2009 (“Effective Date”), by and between Dakota Plains Transport, Inc., a Nevada corporation (“Landlord”), and Dakota Petroleum Transport Solutions, LLC, a Minnesota limited liability company (“Tenant”).

DPTS MARKETING LLC MEMBER CONTROL AGREEMENT
Member Control Agreement • March 23rd, 2012 • MCT Holding Corp • Services-personal services • Minnesota

THIS MEMBER CONTROL AGREEMENT, (the “Agreement”) is made effective as of April 29, 2011 (the “Effective Date”), by and between Dakota Plains Marketing, LLC, a Minnesota limited liability company, Petroleum Transport Solutions, LLC, a Minnesota Limited Liability Company (“PTS”), and DPTS Marketing LLC, a Minnesota Limited Liability Company (the “Company”).

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