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 partner
