Assets of Pioneer Terminal Business

Auction Sale of substantially all of the Dakota Plains Holdings, Inc. Sale all of the right, title and interest in, to and their Pioneer Terminal located New Town, North Dakota (the “Terminal”), including the following, but excluding the Excluded Assets, described as below:

• All of Sellers’ properties, rights, claims and assets (other than the Excluded Assets) of every kind and description, wherever situated or located, real, personal or mixed, tangible or intangible, contingent, owned, leased, or licensed, for use in or relating to the Terminal, whether or not reflected on the books and records of Sellers, as the same shall exist on the Closing Date;
• All of Sellers’ rights, title and interests in any intellectual property, including, but not limited to any copyrights, trades secrets, trademarks, service marks, patents, or applications therefor;
• The Owned Real Property listed on Schedule 1.1(d);
• The improvements on the Owned Real Property;
• All tangible assets of Sellers relating to the Terminal, indicating whether the assets are owned by the Sellers as set forth on Schedule 1.1(f), including, without limitation, the tangible assets of Sellers located at the Locations listed on Schedule 1.1(f);
• Any chattel paper owned or held by Sellers relating to the Purchased Assets other than the Excluded Assets;
• All other or additional assets, properties, privileges, rights (including prepaid expenses) and interests of Sellers relating to the Purchased Assets other than the Excluded Assets of every kind and description and wherever located, whether known or unknown, fixed or unfixed, accrued, absolute, contingent or otherwise, and whether or not specifically referred to in this Agreement; and
• All Permits and all pending applications therefor listed on Schedule 1.1(i), and more particularly described in Page No. 113 to 115 on the attached PDF.