AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DORCHESTER MINERALS, L.P. FEBRUARY 1, 2003Dorchester Minerals Lp • March 27th, 2003 • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DORCHESTER MINERALS, L.P., dated effective as of 12:00 a.m. on February 1, 2003 is entered into by and among Dorchester Minerals Management LP, a Delaware limited partnership, as the General Partner, and Dorchester Minerals Management GP LLC, a Delaware limited liability company, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions, and agreements contained herein, the parties hereto hereby agree as follows:
TRANSFER RESTRICTION AGREEMENT OF DORCHESTER MINERALS MANAGEMENT GP LLC AND DORCHESTER MINERALS MANAGEMENT LP February 1, 2003Transfer Restriction Agreement • March 27th, 2003 • Dorchester Minerals Lp • Crude petroleum & natural gas • Delaware
This Transfer Restriction Agreement (the “Agreement”) effective as of 12:02 a.m. February 1, 2003 (the “Effective Date”), is entered into by and among Dorchester Minerals Management LP, a Delaware limited partnership (the “Partnership”), Dorchester Minerals Management GP LLC, a Delaware limited liability company (the “Company”), SAM Partners, Ltd., a Texas limited partnership (“SAM”), Vaughn Petroleum, Ltd., a Texas limited partnership (“Vaughn”), Smith Allen Oil & Gas, Inc., a Texas corporation (“SAOG”), P.A. Peak Limited Partnership, a Texas limited partnership (“Peak LP”) and Yelar Partners L.L.P., a Delaware limited liability partnership (“Yelar”). Each of SAM, Vaughn, SAOG, Peak LP and Yelar is a “Holder “ and, collectively, they are sometimes referred to as the “Holders.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 27th, 2003 • Dorchester Minerals Lp • Crude petroleum & natural gas • Texas
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 31, 2003, by and among DORCHESTER MINERALS, L.P., a Delaware limited partnership (the “Company”), and the parties listed on Annex A hereto (each, a “Holder” and collectively, the “Holders”);
LOCK-UP AGREEMENT January 31, 2003Lock-Up Agreement • March 27th, 2003 • Dorchester Minerals Lp • Crude petroleum & natural gas
AGREEMENT OF LIMITED PARTNERSHIP OF DORCHESTER MINERALS OKLAHOMA LPDorchester Minerals Lp • March 27th, 2003 • Crude petroleum & natural gas • Oklahoma
THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of January 22, 2003 is entered into and executed by DORCHESTER MINERALS OKLAHOMA GP, INC., an Oklahoma corporation, as General Partner, and DORCHESTER MINERALS, L.P., a Delaware limited partnership, as Limited Partner.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DORCHESTER MINERALS MANAGEMENT GP LLC FEBRUARY 1, 2003Limited Liability Company Agreement • March 27th, 2003 • Dorchester Minerals Lp • Crude petroleum & natural gas • Delaware
This Amended and Restated Limited Liability Company Agreement of Dorchester Minerals Management GP LLC effective as of 12:02 a.m. on February 1, 2003 (the “Effective Date”), is entered into by and among SAM Partners, Ltd., a Texas limited partnership, Vaughn Petroleum, Ltd., a Texas limited partnership, Smith Allen Oil & Gas, Inc., a Texas corporation, Preston A. Peak Limited Partnership, a Texas limited partnership, and Yelar Partners L.L.P., a Delaware limited liability partnership.
AMENDED AND RESTATED BUSINESS OPPORTUNITIES AGREEMENTBusiness Opportunities Agreement • March 27th, 2003 • Dorchester Minerals Lp • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED BUSINESS OPPORTUNITIES AGREEMENT (this “Agreement”), dated as of January 31, 2003, is entered into by Dorchester Minerals, L.P., a Delaware limited partnership (the “Partnership”); Dorchester Minerals Management LP, a Delaware limited partnership and the general partner of the Partnership (the “General Partner”); Dorchester Minerals Management GP LLC, a Delaware limited liability company and the general partner of the General Partner (“Management GP”); SAM Partners, Ltd., a Texas limited partnership (“SAM”), Vaughn Petroleum, Ltd., a Texas limited partnership (“Vaughn”), Smith Allen Oil & Gas, Inc., a Texas corporation (“SAOG”), P.A. Peak, Inc., a Delaware corporation or any successor thereto by conversion or reorganization (“Peak”), and James E. Raley, Inc., a Delaware corporation or any successor thereto by conversion or reorganization (“Raley”) (as used herein, each of SAM, Vaughn, SAOG, Peak and Raley are referred to as a “GP Party”), and each individual t
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DORCHESTER MINERALS OPERATING LP Dated as of January 31, 2003Dorchester Minerals Lp • March 27th, 2003 • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of DORCHESTER MINERALS OPERATING LP (this “Agreement”), dated as of January 31, 2003, is adopted, executed and agreed to by Dorchester Minerals Operating GP LLC, a Delaware limited liability company, as the sole general partner (the “General Partner”), and Dorchester Minerals Management LP, a Delaware limited partnership, as the sole limited partner (the “Limited Partner”):
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF DORCHESTER MINERALS MANAGEMENT LP FEBRUARY 1, 2003Limited Partnership Agreement • March 27th, 2003 • Dorchester Minerals Lp • Crude petroleum & natural gas • Delaware
This Amended and Restated Limited Partnership Agreement of Dorchester Minerals Management LP made and entered into on the date set forth below, to be effective for all purposes as of February 1, 2003 at 12:02 a.m. Central Standard Time (the “Effective Date”), is entered into by and among Dorchester Minerals Management LLC, a Delaware limited liability company, as general partner, and SAM Partners, Ltd., a Texas limited partnership (“SAM”), Vaughn Petroleum, Ltd., a Texas limited partnership (“Vaughn”), Smith Allen Oil & Gas, Inc., a Texas corporation (“SAOG”), Preston A. Peak Limited Partnership, a Texas limited partnership (“Peak LP”) and Yelar Partners, L.L.P, a Delaware limited liability company (“Raley LLP”), as limited partners. Each of SAM, Vaughn, SAOG, Peak LP and Raley LLP is a “Limited Partner” and, collectively, they are sometimes referred to as the “Limited Partners.” The General Partner and each Limited Partner is a “Partner” and, collectively, they are sometimes referred
