EXHIBIT
10.4
LOCK-UP AGREEMENT
June 30, 2009
DORCHESTER
MINERALS, L.P.
3838 Oak Lawn
Avenue, Suite 300
Dallas, Texas
75219
Re:
Dorchester Minerals, L.P.—Restriction on Common Unit
Sales
This letter is delivered to you pursuant to the
contribution and exchange agreement (the “ Contribution
and Exchange Agreement ”) to be entered
into 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 (collectively with Tiggator and TRB Minerals,
the “ Contributors ”). Upon the terms
and subject to the conditions of the Contribution and Exchange
Agreement, the Contributors desire to contribute all of their
interests in certain oil and gas properties and other assets to the
Partnership (the “ Contribution ”), in exchange
for 1,600,000 common units of the Partnership (the “
Subject Units ”).
The undersigned recognizes that the Subject
Units are, or may be, subject to certain restrictions on
transferability, including those imposed by United States federal
securities laws. Notwithstanding the applicability of
these restrictions, the undersigned has agreed to enter into this
letter agreement to further assure the Partnership that the Subject
Units will not enter the public market until the day after the
termination of the Lock-Up Period described below.
Therefore, as an inducement to the Partnership
to execute the Contribution and Exchange Agreement, the undersigned
hereby acknowledges and agrees that the undersigned will not offer,
sell, contract to sell, pledge, grant any option to purchase or
otherwise dispose of (collectively, a “ Disposition
”) any Subject Units for a period commencing
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