exh10-5.htm


    Exhibit 10.2


      AMENDMENT
NO. 1

       

      TO

       

      CONTRIBUTION
AND EXCHANGE AGREEMENT

       

       

      THIS
AMENDMENT NO. 1 TO CONTRIBUTION AND EXCHANGE
AGREEMENT (this “Amendment”)
is made and entered into this 26th day of June, 2009, by and among Dorchester
Minerals, L.P., a Delaware limited partnership (the “Partnership”),
Tiggator, Inc., a Texas corporation (“Tiggator”),
TRB Minerals, LP, a Texas limited partnership (“TRB
Minerals”), and West Fork Partners, L.P., a Texas limited partnership
(“West
Fork Partners”).  Tiggator, TRB Minerals and West Fork Partners
are sometimes referred to collectively as the “Contributors.”

       

      W
I
T
N
E
S
S
E
T
H
:

       

      WHEREAS,
the Partnership and the Contributors are parties to that certain Contribution
and Exchange Agreement dated May 15, 2009 (the “Original
Agreement”); and

       

      WHEREAS,
pursuant to Section 8.3 of the Original Agreement, the Original Agreement may be
amended if made by an instrument in writing that has been signed by the parties
thereto.

       

      NOW,
THEREFORE, in consideration of the premises, the mutual covenants and agreements
contained herein and in the Original Agreement and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

       

      Section
1.     Certain
Definitions.  Terms used in this Amendment and not otherwise
defined shall have the meanings set forth in the Original
Agreement.  All references to the “Agreement” in the Original
Agreement shall be deemed to refer to the Original Agreement, as amended by this
Amendment.

       

      Section
2.     Amendment
and Restatement of Index to Exhibits and Schedules. The Index to Exhibits
and Schedules of the Original Agreement is hereby amended and restated as set
forth on Annex
I attached hereto.

       

      Section
3.     Amendment
and Restatement of Section 1.2(b).  Section 1.2(b) of the
Original Agreement is hereby amended and restated to read as
follows:

       

      “(b)           Prior
to the Closing, the Partnership shall designate American Stock Transfer and
Trust Company (the “Exchange
Agent”) for the purpose of issuing and delivering to the Contributors
1,600,000 Common Units (the “Subject
Units”) to be allocated among the Contributors as set forth on Schedule
1.2(b) (the “Subject
Units Allocation Schedule”).  The Contributors shall deliver
the Subject Units Allocation Schedule to the Partnership no later than five days
prior to the Closing.  Promptly after the Closing, the Partnership
will send, or will cause the Exchange Agent to send, to each Contributor (i) a
certificate representing that number of whole Common Units that such member has
a right to receive pursuant to this Section
1.2(b) and (ii) a Transfer

      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

      Application
for use in admission of the Contributors as limited partners in the
Partnership.  Each Contributor, upon delivery to the Partnership of a
properly completed Transfer Application, will be admitted into the Partnership
as a limited partner in accordance with the Partnership
Agreement.  Prior to such time, each such party shall have the rights
of an “Assignee” under the Partnership Agreement.”

       

      Section
4.     Amendment
and Restatement of Section 3.13.  Section 3.13 of the Original
Agreement is hereby amended and restated to read as follows:

       

      “3.13 Proceeds
of Production.  All proceeds of production from the Properties
which have been paid to the Contributors are set forth on Schedule
3.13 by month, payee and amount paid.”

       

      Section
5.     Amendment
and Restatement of Section 4.2(a).  Section 4.2(a) of the
Original Agreement is hereby amended and restated to read as
follows:

       

      “(a)   mortgage
or pledge any of the Properties or create or suffer to exist any Encumbrance
thereupon, other than Permitted Encumbrances or as set forth on Schedule
4.2(a);”

       

      Section
6.     Amendment
and Restatement of Section 10.1(a).  Section 10.1(a) of the
Original Agreement is hereby amended and restated to read as
follows:

       

      “(a)   If
to Tiggator:

       

      Tiggator,
Inc.

      5956 Sherry Lane, Suite
1810

      Dallas, Texas
75225

      Attention: Wallace L.
Hall, Jr.

      Fax:           214.891.9855   ”

       

      Section
7.     Amendment
and Restatement of Exhibit 1.2(a)(i).  Exhibit 1.2(a)(i) of the
Original Agreement is hereby amended and restated as set forth on Exhibit
1.2(a)(i) attached hereto.

       

      Section
8.     Amendment
and Restatement of Exhibit 1.3.  Exhibit 1.3 of the Original
Agreement is hereby amended and restated as set forth on Exhibit
1.3 attached hereto.

       

      Section
9.     Deletion
of Exhibit 3.13.  Exhibit 3.13 of the Original Agreement is
hereby deleted in its entirety.

       

      Section
10.   Amendment
and Restatement of Exhibit 6.2(e).  Exhibit 6.2(e) of the
Original Agreement is hereby amended and restated as set forth on Exhibit
6.2(e) attached hereto.

       


      
        
          
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      Section
11.   Ratification
of Original Agreement.  The Original Agreement, as amended by
this Amendment, is hereby ratified and confirmed in all respects and shall
remain in full force and effect.

       

      Section
12.   Counterparts.  This
Amendment may be executed in several counterparts, each of which shall be an
original and all of which shall constitute the same instrument.

       

      [Signature
page follows]

       


      
        
          
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      IN
WITNESS WHEREOF, each of the parties has caused this Amendment to be executed on
its behalf by its representative thereunto duly authorized, as of the date first
above written.

       

       

      THE
PARTNERSHIP:

       

      DORCHESTER
MINERALS, L.P.

       

      By:          Dorchester
Minerals Management LP,

      its
general partner

       

      By:      Dorchester
Minerals Management GP LLC,

                  its general
partner

       

          By:        /s/
William Casey
McManemin

               William Casey
McManemin,

               Chief Executive Officer and
Manager

       

      THE
CONTRIBUTORS:

       

      TIGGATOR,
INC.

       

      By:          /s/
Wallace L. Hall, Jr. 

         Wallace L. Hall, Jr.,


             
Vice President

       

       

      TRB
MINERALS, LP

       

      By:           Lizardhead
Corp.,

       its
general partner

       

       By:           /s/
Wallace L. Hall,
Jr.                                                          

            Wallace L. Hall,
Jr.,

            
President

       

      WEST FORK PARTNERS,
L.P.

       

      By:    Wetland Partners,
L.P.

          its general
partner

       

        By:           WF
Investments, Inc.,

             its general
partner

       

      By:           /s/
Wallace L. Hall,
Jr.                                                                

      Wallace L. Hall,
Jr.,

                              President

       

       


      
        
          
            Signature
Page to Amendment No.1 

            to
Contribution and Exchange Agreement

          

        

        
           


          
            

          

        

        
           


        

      


      ANNEX
I

       

      INDEX
TO EXHIBITS AND SCHEDULES

       

      
        
          
            
              	
                      Exhibits

                    	 	 
      
	
                      Exhibit
      1.2(a)(i)

                    	 	
                      Properties

                    
	
                      Exhibit
      1.3

                    	 	
                      Instruments
      of Conveyance

                    
	
                      Exhibit
      6.2(e)

                    	 	
                      Surface
      Use Agreement

                    
	
                      Exhibit
      6.3(g)

                    	 	
                      Common
      Unit Lockup
Agreement

                    


            

          

        

      

       

      
        
          
            
              
                
                  
                    	
                            Schedules

                          	 	 
      
	 
      	 	
                            Partnership
      Schedules

                          
	
                            Schedule
      2.5

                          	 	
                            Noncontravention

                          
	
                            Schedule
      2.6

                          	 	
                            Governmental
      Approvals

                          
	
                            Schedule
      2.7

                          	 	
                            Financial
      Statements

                          
	
                            Schedule
      2.8

                          	 	
                            Absence
      of Undisclosed Liabilities

                          
	
                            Schedule
      2.9

                          	 	
                            Absence
      of Certain Changes

                          
	
                            Schedule
      2.10

                          	 	
                            Compliance
      With Laws

                          
	 
      	 	 
      
	 
      	 	
                            Contributors
      Schedules

                          
	
                            Schedule
      1.2(b)

                          	 	
                            Subject
      Units Allocation Schedule

                          
	
                            Schedule
      1.4

                          	 	
                            No
      Liabilities Assumed by the Partnership

                          
	
                            Schedule
      3.3

                          	 	
                            Noncontravention

                          
	
                            Schedule
      3.4

                          	 	
                            Governmental
      Approvals

                          
	
                            Schedule
      3.5

                          	 	
                            Title
      to the Properties

                          
	
                            Schedule
      3.6

                          	 	
                            Absence
      of Undisclosed Liabilities

                          
	
                            Schedule
      3.7

                          	 	
                            Absence
      of Certain Changes

                          
	
                            Schedule
      3.9

                          	 	
                            Compliance
      With Laws

                          
	
                            Schedule
      3.10

                          	 	
                            Legal
      Proceedings

                          
	
                            Schedule
      3.11

                          	 	
                            Permits

                          
	
                            Schedule
      3.12

                          	 	
                            Environmental
      Matters

                          
	
                            Schedule
      3.13

                          	 	
                            Proceeds
      of Production

                          
	
                            Schedule
      4.2(a)

                          	 	
                            Permitted
      Encumbrances