EXHIBIT 10.5
LOCK-UP AGREEMENT
__________, 2002
Dorchester Minerals, Ltd.
0000 Xxx Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Ladies and Gentlemen:
The undersigned understands that Dorchester Minerals, L.P. (the
"Partnership"), has entered into a Combination Agreement, dated December 13,
2001 (the "Combination Agreement"), with various parties providing, among other
things, for the public offering (the "Public Offering") by the Partnership of
common units of limited partnership interest (the "Units") of the Partnership
pursuant to the Partnership's joint Registration Statement, Proxy Statement and
Prospectus on Form S-4 filed with the Securities and Exchange Commission on May
15, 2002, as may be amended from time to time (the "Registration Statement").
Capitalized terms used and not otherwise defined herein have the meaning
ascribed to them in the Combination Agreement.
In consideration of the Partnership's agreement to make the Public Offering
of the Units, and for other good and valuable consideration, receipt and
sufficiency of which is hereby acknowledged, the undersigned hereby agrees, from
the date hereof until and including 365 days after the Closing Date (the
"Lock-up Period"), not to offer to sell, contract to sell or otherwise sell,
dispose of, loan, pledge, encumber, transfer or grant any rights with respect to
or interest in (including any option to buy or sell)(collectively, a
"Disposition") any Units, any options or warrants to purchase any Units or any
securities convertible into or exchangeable for Units (collectively,
"Securities"), now owned or hereafter acquired directly by the undersigned or
with respect to which the undersigned has or hereafter acquires the power of
disposition, other than (i) as a bona fide gift or gifts, provided the donee or
donees thereof agree in writing to be bound by the terms of this Lock-Up
Agreement, (ii) as a transfer during his or her lifetime or on death by will or
intestacy to his or her immediate family or to a trust the beneficiaries of
which are exclusively the undersigned and/or a member or members of his or her
immediate family, provided the transferee or transferees thereof agree in
writing to be bound by the terms of this Lock-Up Agreement, (iii) as a
distribution to limited partners or shareholders of the undersigned, provided
the distributees thereof agree in writing to be bound by the terms of this
Lock-Up Agreement or (iv) with the prior written consent of the Conflicts
Committee of the Partnership's general partner. For the purposes of this
paragraph, "immediate family" shall mean spouse, lineal descendants, father,
mother, brother or sister of the transferor. The foregoing restrictions are
expressly agreed to preclude the holder of the Securities from:
(a) engaging in any hedging or other transaction which is designed to
or reasonably expected to lead to or result in a Disposition of
Securities during the Lock-Up Period even if such Securities would be
disposed of by someone other than the undersigned. Such prohibited
hedging or other transactions would include without limitation any
short sale (whether or not against the box) or any purchase, sale or
grant of any right (including without limitation any put or call
option) with respect to any Securities or with respect to any security
(other than a broad-based market basket or index) that includes,
relates to or derives any significant part of its value from
Securities.
(b) filing with the SEC a registration statement relating to,
requesting the registration of, or publicly disclosing the intention
to make any such request or filing of the offer or sale of Securities.
The undersigned understands that the Partnership will rely upon the
representations set forth in this Lock-Up Agreement in proceeding with the
Public Offering. The undersigned confirms that this Lock-Up Agreement is
irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors and assigns. Furthermore, the undersigned hereby
agrees and consents to the entry of stop transfer instructions with the
Partnership's transfer agent against the transfer of the Securities held by the
undersigned except in compliance with this Lock-Up Agreement. In the event that
the Registration Statement shall not have been declared effective on or before
[____________, 200__], this Lock-Up Agreement shall terminate.
Very truly yours,
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(Signature)
Name:
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(print or type)
Address:
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Accepted as of the date first set forth above:
Dorchester Minerals, L.P.
By: Dorchester Minerals Management LP, General Partner
By: Dorchester Minerals Management LLC, General Partner
By:
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(authorized signatory)
