Amendment To Contribution & Exchange Agrmt

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 ...