7,000,000 Shares DAKOTA PLAINS HOLDINGS, INC. Common Stock PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 11th, 2013 • Dakota Plains Holdings, Inc. • Wholesale-petroleum bulk stations & terminals • New York
Dakota Plains Holdings, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated in this Placement Agency Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the investors identified therein (each, an “Investor” and collectively, the “Investors”), to issue and sell up to an aggregate of 7,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Company hereby confirms its several agreements with Canaccord Genuity Inc. (“Canaccord”) and Northland Securities, Inc. (“Northland”) as set forth below. Canaccord is referred to as the “Lead Placement Agent” and collectively, Canaccord and Northland are referred to as the “Placement Agents.” The Shares are more fully described in the Prospectus (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 11th, 2013 • Dakota Plains Holdings, Inc. • Wholesale-petroleum bulk stations & terminals • New York
The undersigned (the “Investor”) hereby confirms its agreement with Dakota Plains Holdings, Inc., a Nevada corporation (the “Company”), as follows:
