Exh 10.1 Contribution And Exchange Agreement

EXHIBIT 10.1



CONTRIBUTION AND EXCHANGE AGREEMENT



by and among



DORCHESTER MINERALS, L.P.



TIGGATOR, INC.



TRB MINERALS, LP



and



WEST FORK PARTNERS, L.P.









May 15, 2009














TABLE OF CONTENTS

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ARTICLE 1 CLOSING; CONTRIBUTION 1


1.1 Closing 1
1.2 Contribution 1
1.3 Instruments of Conveyance 4
1.4 No Liabilities Assumed by the Partnership 4
1.5 Tax Consequences 4


ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP 5


2.1 Organization and Existence 5
2.2 Governing Documents 5
2.3 Capitalization of the Partnership 5
2.4 Authority Relative to this Agreement 6
2.5 Noncontravention 6
2.6 Governmental Approvals 7
2.7 Financial Statements 7
2.8 Absence of Undisclosed Liabilities 7
2.9 Absence of Certain Changes 7
2.10 Compliance With Laws 8
2.11 Brokerage Fees 8
2.12 Listing 8
2.13 SEC Filings 8


ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS 9


3.1 Organization and Existence 9
3.2 Authority Relative to this Agreement 9
3.3 Noncontravention 9
3.4 Governmental Approvals 10
3.5 Title to the Properties 10
3.6 Absence of Undisclosed Liabilities 10
3.7 Absence of Certain Changes 10
3.8 Tax Matters 10
3.9 Compliance with Laws 11
3.10 Legal Proceedings 11
3.11 Permits 11
3.12 Environmental Matters 12
3.13 Proceeds of Production 13
3.14 Commitments 13
3.15 No Alienation 13
3.16 Make-Up Rights 13
3.17 Imbalances 13
3.18 Basic Documents 14
3.19 Commitments, Abandonments or Proposals 14
3.20 Area of Mutual Interest and Other Agreements; Tax Partnerships 14
3.21 Payment of Expenses 14
3.22 Oral Contracts 15
3.23 Preferential Rights and Consents to Assign 15
3.24 No Participating Minerals 15
3.25 Brokerage Fees 15
3.26 Investment Intent 15
3.27 Disclosure 16


ARTICLE 4 CONDUCT OF THE CONTRIBUTORS PENDING CLOSING;

CERTAIN ACTIONS RELATING TO CLOSING

16


4.1 Conduct and Preservation of Business of the Contributors 16
4.2 Restrictions on Certain Actions of the Contributors 16


ARTICLE 5 ADDITIONAL AGREEMENTS 17


5.1 Access to Information; Confidentiality 17
5.2 Notification of Certain Matters 17
5.3 Reasonable Best Efforts 17
5.4 Public Announcements 18
5.5 Amendment of Schedules 18
5.6 Fees and Expenses 18
5.7 Tax Reporting 18
5.8 Tax Disclosure 18
5.9 Post-Closing Assurances and Access to Records 19
5.10 NASDAQ Listing 19


ARTICLE 6 CONDITIONS 19


6.1 Conditions to Obligations of the Parties 19
6.2 Conditions to Obligation of the Contributors 19
6.3 Conditions to Obligation of the Partnership 20


ARTICLE 7 PRODUCTION, PROCEEDS, EXPENSES AND TAX MATTERS 21


7.1 Division of Ownership 21
7.2 Division of Expenses 22
7.3 Recording and Transfer Expenses 22
7.4 Taxes 22
7.5 Casualty Loss 23
7.6 Gas Imbalances 23


ARTICLE 8 TERMINATION, AMENDMENT AND WAIVER 23


8.1 Termination 23
8.2 Effect of Termination 24
8.3 Amendment 24
8.4 Waiver 24


ARTICLE 9 INDEMNIFICATION 25


9.1 Survival of Representations, Warranties, Covenants and Agreements 25
9.2 Indemnification 25
9.3 Indemnification Procedures 26


ARTICLE 10 MISCELLANEOUS 28


10.1 Notices 28
10.2 Entire Agreement 29
10.3 Binding Effect; Assignment; Third Party Benefit 29
10.4 Severability 29
10.5 Governing Law; Consent to Jurisdiction 29
10.6 Descriptive Headings 30
10.7 Gender 30
10.8 References 30
10.9 Counterparts 30
10.10 Injunctive Relief 30


ARTICLE 11 DEFINITIONS 31


11.1 Certain Defined Terms 31
11.2 Certain Additional Defined Terms 35












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

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) Consideration for Contribution
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 Ownership
Schedule 4.2(a) Permitted Encumbrances



CONTRIBUTION AND EXCHANGE AGREEMENT



THIS CONTRIBUTION AND EXCHANGE AGREEMENT (" Agreement ") is executed as of May 15, 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 individually as a " Contributor " and collectively as the " Contributors ".



W I T N E S S E T H:



WHEREAS, the Contributors own interests in certain oil and gas properties;



WHEREAS, the Contributors desire to contribute all of their interests in certain oil and gas properties and other assets to the Partnership in exchange for Common Units; and



WHEREAS, the Partnership desires to accept such interests in the oil and gas properties and other assets owned by the Contributors and the Contributors desire to accept such Common Units.



NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:







ARTICLE 1



CLOSING; CONTRIBUTION



1.1 Closing . The closing of the transactions contemplated by this Agreement (the " Closing ") shall take place at the offices of Thompson & Knight LLP, One Arts Plaza, 1722 Routh Street, Suite 1500, Dallas, Texas 75201, at 9:00 a.m., local time, on June 30, 2009, or at such other time or place or on such other date as the parties hereto shall agree (the " Closing Date ").



1.2 Contribution . At the Closing, and on the terms and subject to the conditions set forth in this Agreement,



(a) the Contributors shall assign, transfer, deliver and convey (collectively, " transfer "), or cause to be transferred, to the Partnership, and the Partnership shall acquire from the Contributors, all of the following (collectively, the " Properties "):



(i) all of the Contributors' undivided interests in and to the Oil and Gas and Other Minerals in, on and under the properties, rights and interests (including without limitation the Contributors ? interests in oil, gas and any mineral leases, royalty interests, overriding royalty interests, fee
















royalty interests, fee mineral interests and other interests) described in Exhibit 1.2(a)(i) , attached hereto and made a part hereof;



(ii) all of the Contributors' interests in and to all Oil and Gas and/or Other Mineral unitization, lease pooling and/or communitization agreements, declarations and/or orders, and in and to the properties, rights and interests covered and the Units created thereby, as it relates to the properties, rights and interests described in Section 1.2(a)(i) ;



(iii) all of the Contributors' interests in and rights under all operating agreements, production sales contracts, processing agreements, transportation agreements, gas balancing agreements, farm-out and/or farm-in agreements, salt water disposal agreements, area of mutual interest agreements and other contracts and/or agreements which cover, affect, or otherwise relate to the properties, rights and interests described in Sections 1.2(a)(i) or (ii) , or to the operation of such properties, rights and interests or to the treating, handling, storing, processing, transporting or marketing of Oil and Gas or Other Minerals produced from (or allocated to) such properties, rights and interests, as same may be amended or supplemented from time to time;



(iv) all interests in all Oil and Gas and Other Minerals produced from or allocated to the properties, rights and interests described in Sections 1.2(a)(i) or (ii) , and any products processed or obtained therefrom (collectively, the " Production "), together with (i) all proceeds of Production (regardless of whether the severance of the Production to which such proceeds relates occurred on, before or after the Reference Date, other than proceeds of Production that are attributable to periods prior to the Reference Date and that are actually received by a Contributor prior to the Reference Date), and (ii) all liens and security interests securing payment of the proceeds from the sale of such Production, including, but not limited to, those liens and security interests provided for under statutes enacted in the jurisdiction in which the Properties are located, or statutes made applicable to the Properties under federal law (or some combination of federal and state law);



(v) all interests in all payments received, or to be received, in lieu of production from the properties, rights and interests described in Sections 1.2(a)(i) or (ii) (regardless of whether such payments accrued, and/or the events which gave rise to such payments occurred, on, before or after the Reference Date, other than payments attributable to periods prior to the Reference Date and that are actually received by a Contributor prior to the Reference Date), including, without limitation, (i) "take or pay" payments and similar payments, (ii) payments received in settlement of or pursuant to a judgment rendered with respect to take or pay or similar obligations or other obligations under a production sales contract, (iii) payments received under a gas balancing agreement or similar written



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or oral arrangement, as a result of (or received otherwise in settlement of or pursuant to judgment rendered with respect to) rights held by a Contributor as a result of such Contributor (and/or its predecessors in title) taking or having taken less gas from lands covered by a property right or interest described in Sections 1.2(a)(i) or (ii) , than its ownership of such property right or interest would entitle it to receive and (iv) shut-in rental or royalty payments;



(vi) to the extent legally transferable, all interests in all favorable contract rights and choses in action ( i.e. , rights to enforce contracts or to bring claims thereunder) related to the properties, rights and interests described in Sections 1.2(a)(i) ? (v) (regardless of whether the same arose, and/or the events which gave rise to the same occurred on, before or after the Reference Date hereof, and further regardless of whether same arise under contract, the law or in equity);



(vii) an amount of cash in immediately available funds equal to the cash receipts received by the Contributors during the period beginning on the Reference Date and ending on the Closing Date (the " Contributed Cash "); and



(viii) all rights, estates, powers and privileges appurtenant to the foregoing rights, interests and properties, including without limitation executive rights ( i.e. , rights to execute leases), rights to receive bonuses and delay rentals and rights to grant pooling authority; and



(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 in accordance with a schedule to be provided by the Contributors to the Partnership no later than five days prior to the Closing (the " Subject Units Allocation Schedule "). 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.



(c) The Properties shall not include:



(i) Any and all claims and causes of action made or currently maintained in West Fork Partners, LP v. Chesapeake Exploration L.L.C. ,



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et al; Cause No. DC-08-11224 filed and currently pending in the 95th Judicial District Court, Dallas County, Texas;



(ii) Any claims or causes of action: (a) for losses or damages not related to Production or the payments therefor prior to the Reference Date; (b) arising out of acts or omissions in violation of, or related to, the Existing Surface Use Agreements or the Mitigation Banking Instrument Agreement; (c) for shut-in royalties paid prior to the Reference Date which were incorrectly allocated amongst the Contributors; and (d) for royalties paid prior to the Reference Datewhich were incorrectly allocated amongst the Contributors;



(iii) The rights reserved to the lessor which relate to the use of the surface of the Properties described in that certain Paid-up Oil and Gas Lease, dated May 3, 2003 between West Fork Partners, L.P., Tigattor, Inc., Squaretop Partners, L.P. and Dale Resources, L.L.C., including without limitation, the rights which inure to the surface owner in Paragraphs 13, 14, 15, 17 (sic), 18 (sic), 19 (sic), 20 (sic), 21 (sic), 22 (sic), sub paragraphs 1, 2, 3, and 8 of 23 (sic), and 29; and



(iv) The Existing Surface Use Agreements.



1.3 Instruments of Conveyance . In order to effectuate the transfer of the Properties contemplated by Section 1.2 , at the Closing, each Contributor shall execute and deliver, or cause to be executed and delivered to the Partnership, dated as of the Closing Date, the deeds and conveyances substantially in the form attached hereto as Exhibit 1.3 (the " Conveyances ") and such deeds (in reasonable and local customary form and describing the Properties) and other bills of sale, certificates of title and other documents or instruments of assignment, transfer, or conveyance as the Partnership shall reasonably deem necessary or appropriate to vest in or confirm to the Partnership good and marketable title to the Properties, which shall be transferred at Closing.



1.4 No Liabilities Assumed by the Partnership . Except for the contracts set forth on Schedule 1.4 and all liabilities, commitments and obligations included in and evidenced by the terms of such contracts, the Partnership shall not assume or take title to the Properties subject to, or in any way be liable or responsible for any liabilities, contracts, commitments and other obligations of any Contributor. Notwithstanding anything to the contrary contained herein, the Partnership shall not be liable to any Contributor for any claims relating to the matters set forth in Section 1.2(c) for the acts or omissions of any other person or entity, including any lessee of the Partnership. The Partnership shall only be liable to any Contributor for its own acts or omissions.



1.5 Tax Consequences . For United States federal income tax purposes, the transfer of the Properties to the Partnership is intended to be treated as a contribution to the capital of the Partnership by the Contributors under Section 721 of the Code in exchange for the consideration described in Section 1.2(b) .



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ARTICLE 2



REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP





The Partnership represents and warrants to the Contributors that:



2.1 Organization and Existence . The Partnership is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. The Partnership has full power and authority to own, lease or otherwise hold and operate its properties and assets and to carry on its business as presently conducted. The Partnership is duly qualified and in good standing to do business as a foreign limited partnership in each jurisdiction in which the conduct or nature of its business or the ownership, leasing, holding or operating of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, would not have a Material Adverse Effect on the Partnership.



2.2 Governing Documents . The Partnership Agreement has been duly authorized, executed and delivered by the Partnership and is, and will be, a valid and legally binding agreement of, enforceable against the Partnership in accordance with its terms; provided that the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).



2.3 Capitalization of the Partnership.



(a) All of the outstanding Common Units have been duly authorized and validly issued in accordance with the Partnership Agreement, are fully paid and nonassessable. Dorchester Minerals Management LP, a Delaware limited partnership (the " Partnership GP "), is the sole general partner of the Partnership. On the date hereof, the issued and outstanding limited partner interests of the Partnership consist of 28,240,431 Common Units.



(b) The Subject Units (and the limited partner interests represented thereby), will be duly authorized in accordance with the Partnership Agreement, and, when issued and delivered to the Contributors in accordance with the terms hereof, will be validly issued, fully paid (to the extent required under the Partnership Agreement) and nonassessable and will be issued free and clear of any lien, claim or Encumbrance.



(c) Except for the Subject Units or as described in the Partnership Agreement, there are no preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any interests in the Partnership pursuant to the Partnership Agreement or any other agreement or instrument to which the Partnership is a party or by which it may be bound. Neither the offering nor the sale of the Subject Units, as contemplated by this Agreement, gives rise to any rights for or relating to the registration of any



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Common Units or other securities of the Partnership. Except for the Subject Units or as described in the Partnership Agreement, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, Common Units or other securities of the Partnership are outstanding.



(d) The Subject Units when issued and delivered against payment therefor as provided herein, will conform in all material respects to the description thereof contained in the Partnership Agreement. The Partnership has all requisite power and authority to issue, sell and deliver the Subject Units in accordance with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement. As of the Closing Date, all partnership action for the authorization, issuance, sale and delivery of the Subject Units shall have been validly taken, and no other authorization by any of such parties is required therefore.



2.4 Authority Relative to this Agreement . The Partnership has full partnership power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Partnership of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the Partnership GP, and no other partnership proceedings on the part of the Partnership are necessary to authorize the execution, delivery and performance by the Partnership of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Partnership and constitutes, and each other agreement, instrument or document executed or to be executed by the Partnership in connection with the transactions contemplated hereby has been, or when executed will be, duly executed and delivered by the Partnership and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of the Partnership enforceable against the Partnership in accordance with their respective terms, except that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally and (ii) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.



2.5 Noncontravention . Except as otherwise indicated on Schedule 2.5 , the execution, delivery and performance by the Partnership of this Agreement and the consummation by it of the transactions contemplated hereby do not and will not (i) conflict with or result in a violation of any provision of the Partnership Agreement or the certificate of limited partnership of the Partnership, (ii) conflict with or result in a violation of any provision of, or constitute (with or without the giving of notice or the passage of time or both) a default under, or give rise (with or without the giving of notice or the passage of time or both) to any right of termination, cancellation or acceleration under, any bond, debenture, note, mortgage, indenture, lease, contract, agreement or other instrument or obligation to which the Partnership is a party or by which the Partnership or any of its properties may be bound, (iii) result in the creation or imposition of any Encumbrance upon the properties of the Partnership or (iv) assuming compliance with the matters referred to in Section 2.6 , violate any Applicable Law binding upon the Partnership, except, in the case of clauses (ii), (iii) and (iv) of this Section 2.5 , for any such conflicts, violations, defaults, terminations, cancellations, accelerations or Encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on the Partnership.



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2.6 Governmental Approvals . No consent, approval, order or authorization of, or declaration, filing or registration with, any Governmental Entity is required to be obtained or made by the Partnership in connection with the execution, delivery or performance by the Partnership of this Agreement or the consummation by it of the transactions contemplated hereby, other than (i) compliance with any applicable state securities or takeover laws, (ii) as set forth on Schedule 2.6 , (iii) filings with Governmental Entities to occur in the ordinary course following the consummation of the transactions contemplated hereby, and (iv) such consents, approvals, orders or authorizations which, if not obtained, and such declarations, filings or registrations which, if not made, would not, individually or in the aggregate, have a Material Adverse Effect on the Partnership.



2.7 Financial Statements . Attached as Schedule 2.7 or filed with the SEC Filings are copies of (i) the Partnership's unaudited consolidated balance sheet as of March 31, 2009 (the " Partnership Latest Balance Sheet "), and the related unaudited consolidated statements of income, partners' equity and cash flows for the three-month period then ended (the " Partnership Unaudited Financial Statements "), and (ii) the Partnership's audited consolidated balance sheet as of December 31, 2008, and the related audited consolidated statements of income, unitholders' equity and cash flows for the year then ended, and the notes and schedules thereto, together with the report thereon of Grant Thornton LLP, independent certified public accountants (the " Partnership Audited Financial Statements ") (collectively, the " Partnership Financial Statements "). The Partnership Financial Statements (A) have been prepared from the books and records of the Partnership in conformity with generally accepted accounting principles applied on a basis consistent with preceding years throughout the periods involved, and (B) accurately and fairly present the Partnership's consolidated financial position as of the respective dates thereof and its consolidated results of operations and cash flows for the periods then ended, except that the Partnership Unaudited Financial Statements are subject to audit adjustments, which in the Partnership's reasonable judgment should not be material in the aggregate.



2.8 Absence of Undisclosed Liabilities . To the Knowledge of the Partnership, as of the date of this Agreement, the Partnership has no liability or obligation with respect to the property held by ...