Exhibit 10.2
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made and entered
into as of September 30, 2004, by and among Dorchester Minerals, L.P., a
Delaware limited partnership (the "Company"), and the parties listed on Annex A
hereto and each party to whom rights under this Agreement are assigned as
permitted by Section 8 of this Agreement (each, a "Holder," and collectively,
the "Holders");
W I T N E S S E T H:
WHEREAS, pursuant to that certain Agreement and Plan of Merger dated
September 24, 2004 by and among the Company, Dorchester Minerals Acquisition LP
and ▇▇▇▇▇▇▇ Royalty Partners, LLC, a Florida limited liability company (the
"Merger Agreement"), the Company is obligated to enter into this Agreement in
order to provide the Holders with certain registration rights regarding
Registrable Securities;
NOW, THEREFORE, in consideration of the premises and the mutual terms,
covenants and conditions herein contained, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
The Company and the Holders covenant and agree as follows:
1. Definitions. For purposes of this Agreement:
(a) The term "Best Efforts" means a Person's reasonable best efforts
without the incurrence of unreasonable expense.
(b) The term "Commission" means the Securities and Exchange Commission.
(c) The term "Expenses" means all expenses incident to the Company's
performance of or compliance with Section 2.1, including, without
limitation, all registration, filing and National Association of
Securities Dealers fees, all fees and expenses of complying with
securities or blue sky laws, all word processing, duplicating and
printing expenses, messenger and delivery expenses, the fees and
disbursements of counsel for the Company and of its independent public
accountants, including the expenses of any special audits or "cold
comfort" letters required by or incident to such performance and
compliance, premiums and other costs of policies of insurance against
liabilities arising out of the public offering of the Registrable
Securities being registered and any fees and disbursements of
underwriters customarily paid by issuers or sellers of securities;
provided, however, that "Expenses" shall not include underwriting
discounts and commissions and the fees and disbursements of special
counsel to the Holder or Holders.
(d) The term "Person" means an individual, partnership, corporation,
limited liability company, trust or unincorporated organization,
or government or agency or political subdivision thereof.
(e) The terms "register," "registered" and "registration" refer to a
registration of securities effected by preparing and filing a
registration statement or similar document in compliance with the
Securities Act (as defined below), and the declaration or ordering
of effectiveness of such registration statement or document.
(f) The term "Registrable Securities" means the Common Units received by
a Holder pursuant to the Merger Agreement. As to any Registrable
Security, once issued such security shall cease to be a Registrable
Security upon the earliest to occur of the following events: (i) it has
been effectively registered under the Securities Act and disposed of
in accordance with the registration statement covering it, (ii) such
Registrable Securities are eligible for sale to the public pursuant to
Rule 144 (or any similar provision then in force) under the
Securities Act without being subject to the volume and manner of
sale restrictions contained therein, or (iii) such Registrable
Securities have been otherwise transferred by Holder and new
certificates for such securities not bearing a legend restricting
further transfer have been delivered by the Company or its transfer
agent and the subsequent disposition of such securities do not require
registration or qualification under the Securities Act or any similar
state law then in force.
(g) The term "Securities Act" means the Securities Act of 1933, as amended,
and the term "Exchange Act" means the Securities Exchange Act of 1934,
as amended.
(h) Capitalized terms not defined herein have the meaning given to them in
the Merger Agreement.
2. Piggyback Registration.
2.1 Right to Include Registrable Securities.
(a) The holders of Registrable Securities are entitled to "piggyback"
on a registration by the Company (i) for an offering of equity
securities of the Company for cash (other than an offering relating
solely to an employee benefit plan), (ii) requested by the Partnership
GP and its affiliates pursuant to demand registration rights granted
pursuant to the Partnership Agreement or (iii) requested by the
Holders named in that certain Registration Rights Agreement dated
January 31, 2003 (the "2003 Agreement") pursuant to demand
registration rights granted pursuant to that agreement, provided that
the Company or the party exercising the demand registration rights
may, at any time, abandon or delay any such registration initiated by
it and the Company may have to certain rights to postpone such
registration requested by a party exercising demand registration
rights; and provided further, that the right of the Holders to
exercise rights under this Section 2.1 with respect to a "shelf"
registration requested pursuant to the 2003 Agreement and to be made
under Rule 415 of the Securities Act shall in all respects be subject
to the prior written consent of (i) the parties to the 2003 Agreement
and (ii) the Partnership GP and its affiliates. Upon request for such
registration the Company will each such time give prompt written
notice to all holders of Registrable Securities of its intention to
register such securities and of such holders' rights under this
Section 2.1. Upon the written request of any such holder made within
thirty (30) days after the receipt of any such notice (which request
shall specify the Registrable Securities intended to be disposed of by
such holder and the
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intended method of disposition thereof), the Company
will use its Best Efforts to effect the registration under the
Securities Act of all Registrable Securities which the Company has
been so requested to register by the holders thereof, to the extent
requisite to permit the disposition (in accordance with the intended
methods thereof as aforesaid) of the Registrable Securities so to be
registered; provided, that if, at any time after giving written notice
of its intention to register any securities and prior to the effective
date of the registration statement filed in connection with such
registration, the party exercising the demand registration rights or
the Company shall determine for any reason not to register or to delay
registration of such securities, the Company may, at its election,
give written notice of such determination to each holder of
Registrable Securities and, thereupon, (i) in the case of a
determination not to register, shall be relieved of its obligation to
register any Registrable Securities in connection with such
registration (but not from its obligation to pay the Expenses in
connection therewith), and (ii) in the case of a determination to
delay registering, shall be permitted to delay registering any
Registrable Securities, for the same period as the delay in
registering such other securities.
(b) Priority in Piggyback Registration. If the proposed offering
upon which the holders of Registrable Securities exercise their
piggyback rights shall be an underwritten offering or a shelf
registration under Rule 415 of the Securities Act, then, in the
event that the managing underwriter or managing underwriters of
such offering or the party or parties requesting such shelf
registration advise the Company and the Holders electing to
exercise piggyback rights in writing that in their opinion the
inclusion of all of such Holder's Registrable Securities would
adversely and materially affect the success of the offering, the
securities that shall be included in such offering shall be,
first, all securities proposed by the Company or parties
exercising demand registration rights, as applicable, to be sold
for its own account, second, in the event that any Person
entitled to "piggyback" registration rights under the Partnership
Agreement or the 2003 Agreement is not the party exercising
demand registration rights or in the event of a Company
registration described in Section 2.1(a)(i) and has requested to
include securities, the securities to be so included, third, such
Registrable Securities requested by the Holders to be included in
such registration pro rata on the basis of the number of such
securities so proposed to be sold and so requested to be
included, and fourth, all other securities of the Company
requested to be included in such registration pro rata on the
basis of the number of such securities so proposed to be sold and
so requested to be included.
2.2 Termination of Registration Rights. The Holders will have no rights
to request registration under this Section 2 after September 30, 2006.
3. Registration Procedures.
(a) The Company will furnish to each Holder requesting
registration pursuant to this Agreement a copy of the requisite
registration statement, each amendment and supplement to such
registration statement and a reasonable number of copies of the
prospectus included in such registration statement (including
each preliminary prospectus), as each such Holder may reasonably
request in order to facilitate such Holder's disposition of its
securities covered by such registration statement.
(b) The Company represents and covenants that any registration statement
covering sales of Registrable Securities by a Holder pursuant to
this Agreement will not contain
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an untrue statement of fact or omit to
state any material fact required to be stated in the
prospectus or that is necessary to make the statements in the
prospectus, in light of the circumstances then existing, not
misleading. The Company will notify the Holders requesting
registration pursuant to this Agreement, at any time when a
prospectus relating to the requisite registration statement is
required to be delivered under the Securities Act (within the
period that the Company is required to keep such registration
statement effective), of the happening of any event as a result
of which the prospectus included in the requisite registration
statement (as then in effect) contains an untrue statement of a
material fact or omits to state any material fact required to be
stated in the prospectus or that is necessary to make the
statements in the prospectus, in light of the circumstances then
existing, not misleading. The Company will prepare (and, as soon
as reasonably practicable, file) a supplement or amendment to
that prospectus so that, as thereafter delivered to the
purchasers of those securities covered by such registration
statement, that prospectus will not contain an untrue statement
of a material fact or omit to state any material fact required to
be stated in the prospectus or that is necessary to make the
statements in the prospectus, in light of the circumstances then
existing, not misleading. However, if the Board of Managers of
the Company determines in its good faith judgment that filing any
supplement or amendment to such registration statement to keep
such registration statement available for use by such Holders for
resales of the securities covered by such registration statement
would require the Company to disclose material information that
the Company has a bona fide business purpose for preserving as
confidential, then, upon the Company's notice to each Holder (the
"Suspension Notice"), the Company's obligation to supplement or
amend such registration statement will be suspended. That
suspension will remain in effect until the Company notifies such
Holders in writing that the reasons for suspending those
obligations no longer exist and the Company amends or supplements
such registration statement as may be required. As soon as a
Holder receives a Suspension Notice from the Company under this
Section 3(b), that Holder will immediately discontinue disposing
of securities covered by such registration statement until that
Holder receives copies of the supplemented or amended prospectus
referred to in this Section 3(b). At the Company's request, each
Holder will deliver to the Company all copies of the prospectus
covering such securities current at the time of that request.
(c) After receiving notice of any stop order issued or threatened by the
Commission with respect to the requisite registration
statement, the Company will use its Best Efforts to (i) advise the
Holders and (ii) take all actions required to prevent the
Commission from entering that stop order or and to remove it if it
has been entered.
(d) The Company will use its Best Efforts to cause all securities
included in the requisite registration statement to be listed, by
the date of the first sale of such securities pursuant to such
registration statement, on the principal securities exchange that
the Company's Common Units are then listed on. The Company agrees
to facilitate the delivery of the Registrable Securities upon any
sale by a Holder pursuant to this Agreement. The Company agrees
to enter into customary underwriting agreements (which may
require representations, covenants or indemnification), cooperate
in any due diligence conducted by underwriters, and deliver or
cause to be delivered to the Holders and the underwriters, if
any, any certificates, opinions or comfort letters customarily
required.
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(e) Each Holder will sell its Registrable Securities registered in
accordance with Section 2 in compliance the prospectus delivery
requirements under the Securities Act.
(f) The Company may require the Holders to furnish to the Company
information regarding the Holders and the distribution of the
securities covered by the requisite registration statement as the
Company may from time to time request in writing. Each Holder
represents and covenants that any such information provided by such
Holder with respect to a registration statement covering Registrable
Securities by such Holder pursuant to this Agreement will not contain
an untrue statement of fact or omit to state any material fact
required to be stated in the prospectus regarding the Holder or that
is necessary to make the statements in the prospectus regarding the
Holder, in light of the circumstances then existing, not misleading.
Each Holder will (i) notify the Company as promptly as practicable of
any inaccuracy or change in information that Holder previously
furnished to the Company or of the occurrence of any event that would
cause any prospectus relating to such securities to (A) contain an
untrue statement of a material fact regarding that Holder or its
resale of such securities or (B) omit to state any material fact
regarding that Holder or its resale of such securities required to be
stated in that prospectus or necessary to make the statements in that
prospectus not misleading in light of the circumstances then existing
and (ii) promptly furnish to the Company any additional information so
that the prospectus will not contain, with respect to that Holder or
its distribution of such securities, an untrue statement of a material
fact or omit to state a material fact required to be stated in it or
necessary to make the statements in that prospectus, in light of the
circumstances then existing, not misleading.
4. Expenses. Except as set forth in Section 6, the Company will pay all
Expenses of the Holders in connection with any registration pursuant to
Section 2 and the Holders shall pay any other expenses of Holders.
5. Market-Standoff Agreement
(a) Market-Standoff Period; Agreement. In connection with the first
follow-on offering of the Company's securities by the Company for cash
and upon request of the Company or managing underwriter(s) of such
offering of the Company's securities, each Holder agrees not to sell,
make any short sale of, loan, grant any option for the purchase of, or
otherwise dispose of any securities of the Company (other than those
included in the registration) without the prior written consent of the
Company or the managing underwriter(s), as the case may be, for such
period of time (not to exceed one hundred eighty (180 days) from the
date of such request by the Company or the managing underwriter(s) and
to execute an agreement reflecting the foregoing as may be requested
by the managing underwriter(s) at the time of the Company's follow-on
offering. The managing underwriter(s) are intended third party
beneficiaries of this Section 5 and shall have the right, power and
authority to enforce the provisions of this Section 5 as though they
were a party hereto.
(b) Limitations. The obligations described in Section 5(a) shall not
apply to a registration relating solely to employee benefit plans, or
to a registration relating solely to a transaction pursuant to Rule
145 under the Securities Act, and shall only be applicable to the
Holders if all executive officers and managers of the general partner
of the Partnership GP and holders of similar amounts of Company
securities enter into similar agreements.
Page 5
(c) Stop-Transfer Instructions. In order to enforce the foregoing
covenants, the Company may impose stop-transfer instructions with
respect to the Registrable Securities of each Holder.
(d) Transferees Bound. Each Holder agrees that it will not transfer
securities of the Company unless each transferee agrees in writing to
be bound by all of the provisions of this Section 6.
6. Indemnification. In the event any Registrable Securities are included
in a registration statement under this Agreement:
(e) To the extent permitted by law, the Company will indemnify
and hold harmless the Holder, the officers and directors of the
Holder, each Person that serves as an investment manager of the
Holder with respect to the Registrable Securities and each other
Person, if any, who controls the Holder within the meaning of
Section 15 of the Securities Act (each, a "Holder Indemnified
Party" and, collectively, the "Holder Indemnified Parties"),
against any losses, claims, damages, liabilities or expenses,
joint or several, to which any such Holder Indemnified Party may
become subject under the Securities Act or otherwise, insofar as
such losses, claims, damages, liabilities or expenses (or actions
in respect thereof) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of a material fact
contained in any registration statement under which such
Registrable Securities were registered under the Securities Act
pursuant hereto, or any post-effective amendment thereof, or the
omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements
therein not misleading, (ii) any untrue statement or alleged
untrue statement of a material fact contained in any preliminary
prospectus, if used prior to the effective date of the
registration statement and not corrected in the final prospectus,
or contained in the final prospectus (as amended or supplemented,
if the Company shall have filed with the Commission any amendment
thereof or supplement thereto), or the omission or alleged
omission therefrom of a material fact required to be stated
therein or necessary to make the statements therein not
misleading or (iii) any violation or alleged violation by the
Company of the Securities Act or the Exchange Act, any state
securities laws or any rule or regulation promulgated under the
Securities Act, the Exchange Act or any state securities laws
asserted by a third party in connection with a registration
statement under which Registrable Securities were registered
under the Securities Act pursuant hereto; and will reimburse any
such Holder Indemnified Party for any legal or other expenses
reasonably incurred by such Holder Indemnified Party in
connection with investigating or defending any such loss, claim,
damage, liability or expense; provided, however, that the
indemnity agreement contained in this Section 6(a) shall not
apply to amounts paid in settlement of any such loss, claim,
damage, liability or expense if such settlement is effected
without the consent of the Company (which consent shall not be
unreasonably withheld); and provided further that the Company
shall not be liable in any such case to the extent that any such
loss, claim, damage, liability or expense arises out of or is
based upon any such untrue statement or omission or alleged
untrue statement or omission which has been made in said
registration statement, preliminary prospectus, prospectus or
amendment or supplement or omitted therefrom in reliance upon and
in conformity with information furnished in writing to the
Company by the Holder specifically for use in the preparation
thereof.
Page 6
(f) To the extent permitted by law, each Holder will indemnify and
hold harmless the Company, the Partnership GP, the general partner of
the Partnership GP and their respective officers and each other
Person, if any, who controls the Company within the meaning of Section
15 of the Securities Act (each, a "Company Indemnified Party" and
collectively, the "Company Indemnified Parties"; a Holder Indemnified
Party and Company Indemnified Party are sometimes referred to as an
"Indemnified Party" and the Holder Indemnified Parties and the Company
Indemnified Parties are sometimes collectively referred to as the
"Indemnified Parties"), against any losses, claims, damages,
liabilities or expenses, joint or several, to which any such Company
Indemnified Party may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) arise out of or are based
upon (i) any untrue statement or alleged untrue statement of a
material fact contained in any registration statement under which such
Registrable Securities were registered under the Securities Act
pursuant hereto, or any post-effective amendment thereof, or the
omission or alleged omission therefrom of a material fact required to
be stated therein or necessary to make the statements therein not
misleading, (ii) any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus, if used prior
to the effective date of the registration statement and not corrected
in the final prospectus, or contained in the final prospectus (as
amended or supplemented, if the Company shall have filed with the
Commission any amendment thereof or supplement thereto), or the
omission or alleged omission therefrom of a material fact required to
be stated therein or necessary to make the statement therein not
misleading or (iii) any violation or alleged violation by the Company
or the Holders of the Securities Act or the Exchange Act, any state
securities laws or any rule or regulation promulgated under the
Securities Act, the Exchange Act or any state securities laws asserted
by a third party in connection with a registration statement under
which Registrable Securities were registered under the Securities Act
pursuant hereto; and will reimburse any such Company Indemnified Party
for any legal or other expenses reasonably incurred by such Company
Indemnified Party in connection with investigating or defending any
such loss, claim, damage, liability or expense; provided that such
Holder shall not be liable in any such case unless any such loss,
claim, damage, liability or expense arises out of or is based upon any
information furnished in writing to the Company by the Holder
specifically for use in the preparation thereof.
(g) Promptly after receipt by an Indemnified Party under this
Section 6 of notice of the commencement of any action (including
any governmental action), such Indemnified Party will, if a claim
in respect thereof is to be made against the Company under this
Section 6, notify the Company in writing of the commencement
thereof and the Company shall have the right to participate in,
and, to the extent the Company so desires, to assume the defense
thereof with counsel mutually satisfactory to the parties;
provided, however, that an Indemnified Party shall have the right
to retain its own counsel, with the fees and expenses to be paid
by the Company, if representation of such Indemnified Party by
the counsel retained by the Company would be inappropriate due to
actual or potential differing interests between such Indemnified
Party and any other party represented by such counsel in such
proceeding. The failure to so notify the Company within a
reasonable time of the commencement of any such action, if
prejudicial to its ability to defend such action, shall relieve
the Company of any liability to the Indemnified Party under this
Section 6, but the omission so to notify the Company will not
relieve it of any liability that it may have to any Indemnified
Party otherwise than under this Section 6.
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(h) If the indemnification provided for in this Section 6
from an indemnifying party is unavailable to an Indemnified
Party hereunder in respect of any losses, claims, damages,
liabilities or expenses referred to herein, then an
indemnifying party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by an
indemnifying party as a result of such losses, claims,
damages, liabilities or expenses in such proportion as is
appropriate to reflect the relative fault of an indemnifying
party and Indemnified Parties in connection with the actions
which resulted in such losses, claims, damages, liabilities
or expenses, as well as any other relevant equitable
considerations. The relative fault of an indemnifying party
and Indemnified Parties shall be determined by reference to,
among other things, whether any action in question,
including any untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a
material fact, has been made by, or relates to information
supplied by, an indemnifying party or Indemnified Parties,
and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such
action. The amount paid or payable by a party as a result of
the losses, claims, damages, liabilities and expenses
referred to above shall be deemed to include, subject to the
limitations set forth in Section 6 hereof, any legal or
other fees or expenses reasonably incurred by such party in
connection with any investigation or proceeding.
The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 6 were
determined by pro rata allocation or by any other method of
allocation which does not take into account the equitable
considerations referred to in the immediately preceding
paragraph. In no event shall any selling Holder be required to
contribute any amounts pursuant to this Section 6 in excess of
the net proceeds received by such Holder in connection with such
sale less any amounts paid by such Holder pursuant to the
indemnification provisions of this Section 6. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation.
7. Reports Under Exchange Act. With a view to making available to the
Holder the benefits of Rule 144 under the Securities Act and any other
rule or regulation of the Commission that may at any time permit the
Holder to sell securities of the Company to the public without
registration, the Company agrees to:
(i) file with the Commission in a timely manner all reports and
other documents required of the Company under the Securities Act
and the Exchange Act, and the rules and regulations adopted by
the Commission thereunder; and
(j) furnish to the Holder such information as may be reasonably
requested in availing the Holder of any rule or regulation of the
Commission that permits the sale of any securities without
registration.
Upon the written request of any Holder in connection with a proposed
sale of Registrable Securities pursuant to Rule 144 (or any similar
provision then in force) under the Securities Act, the Company will
deliver promptly to such Holder a written statement as to whether the
Company has complied with the requirements of this Section 7(a).
8. Assignment of Registration Rights. The right to cause the Company
to register Registrable Securities pursuant to this Agreement may not
be assigned, in whole or in part, by any party listed on Annex A
hereto without the prior written consent of the Company, provided that
any party on Annex A hereto may assign its rights under this Agreement
in whole or in part to another party listed on Annex A without the
prior written consent of the Company.
9. Condition to the Obligation of the Parties. The effectiveness of
this Agreement and the respective obligations of each party to effect
the transactions contemplated by this Agreement shall be subject to
the fulfillment of the condition that the Combination shall have been
consummated in accordance with the terms of the Combination Agreement.
Page 8
10. Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing and shall be deemed to
have been duly given or made if (i) delivered personally, (b)
expedited delivery service or (c) certified or registered mail,
postage prepaid. Any such notice shall be deemed given upon its
receipt at the following address:
If to any Holder, initially at
▇▇▇▇▇▇▇ Resources Company
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
and thereafter at such other address, notice of which is given to the
Company in accordance with this Section 10; and
If to the Company, initially at
Dorchester Minerals, L.P.
c/o Dorchester Minerals Management GP LLC
▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
and thereafter at such other address, notice of which is given in
accordance with this Section 10.
11. Counterparts. This Agreement may be executed in two or more
counterparts, all of which will be considered one and the same
agreement and will become effective when one or more counterparts
have been signed by each of the parties and delivered to the
other parties, it being understood that all parties need not sign
the same counterpart.
12. Entire Agreement. This Agreement constitutes the entire
agreement and supersedes all prior agreements and understandings,
both written and oral, among the parties with respect to the
subject matter of this Agreement. No provision of this Agreement
will be construed as the basis for any liability of the Company
in connection with the Combination
Page 9
Agreement or any of the transactions contemplated thereby (other than
the registration of the Registrable Securities pursuant to this
Agreement).
13. Governing Law; Jurisdiction. THIS AGREEMENT WILL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW REQUIRING THE APPLICATION OF THE LAW OF ANOTHER STATE, EXCEPT
TO THE EXTENT THE DGCL EXPRESSLY APPLIES TO A PARTICULAR MATTER.
14. Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures
from the provisions hereof (which may be generally or in a
particular instance and either retroactively or prospectively)
may not be given, except pursuant to a writing signed by the
Company and the holders of at least a majority of the Registrable
Securities.
[Signatures Appear on Following Pages]
Page 10
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
Company:
DORCHESTER MINERALS, L.P.
By: Dorchester Minerals Management, L.P., its general partner
By: Dorchester Minerals Management GP LLC,
its general partner
By: _______________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
Holders:
ANNEX A
LIST OF HOLDERS