INDEX TO EXHIBITS AND SCHEDULES

Exhibits

CONTRIBUTION AND EXCHANGE AGREEMENT

THIS CONTRIBUTION AND EXCHANGE AGREEMENT (“Agreement”) is executed as of November 22, 2021 by and between Dorchester Minerals, L.P., a Delaware limited partnership (the “Partnership”) and Gemini 5 Thirty, LP, a Texas limited partnership (the “Contributor”).

W I T N E S S E T H:

WHEREAS, the Contributor owns certain interests in oil and gas properties, rights and related assets that are defined and described herein as the “Properties”;

WHEREAS, the Contributor desires to contribute the Properties to the capital of the Partnership in exchange for Common Units, as provided herein; and

WHEREAS, it is the desire of the parties hereto to set forth the specific terms and conditions of the foregoing;

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 Akin Gump Strauss Hauer & Feld LLP, 2300 North Field Street, Suite 1800, Dallas, Texas 75201, at 9:00 a.m., local time, on December 31, 2021, provided that the conditions to Closing set forth in Article 6 have been satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Closing Date), or at such other time or place or on such other date as the parties hereto shall agree (the “Closing Date”).

1.2    Contribution of the Properties. At the Closing, and on the terms and subject to the conditions set forth in this Agreement, the Contributor shall assign, transfer, deliver and convey (collectively, “transfer”), or cause to be transferred, to the Partnership, and the Partnership shall acquire from the Contributor, all of the following, (but excluding the Excluded Properties) (collectively, the “Properties”):

(a)    all of the Contributor’s undivided interests in and to the fee mineral interests applicable to Oil and Gas and Other Minerals in, on and under the properties, lands, rights and interests: (i) described in Exhibit A-1 attached hereto and made a part hereof, or (ii) otherwise located, in whole or in part, within the states of Texas, New Mexico, Oklahoma or Wyoming (collectively, the “Fee Properties”);

(b)    the overriding royalty interests burdening Oil and Gas produced, saved or sold and: (i) more fully described on Exhibit A-2, or (ii) otherwise located, in whole or in part, within the states of Texas, New Mexico, Oklahoma or Wyoming (collectively, the “ORRI Properties”);

(c)    the non-participating royalty interests burdening Oil and Gas produced, saved or sold and: (i) more fully described on Exhibit A-3, or (ii) otherwise located, in whole or in part, within the states of Texas, New Mexico, Oklahoma or Wyoming (collectively, the “NPRI Properties”);

(d)    other than proceeds of Production that are attributable to periods prior to the Reference Date and that are actually received by the Contributor prior to the Reference Date and other than as set forth on Schedule 1.2, the Contributor’s rights to receive revenues attributable to production from, and any other rights and benefits in any way related to the wells related to the Fee Properties, ORRI Properties and NPRI Properties, including, without limitation, the wells: (i) described on Exhibit A-4, or (ii) otherwise located, in whole or in part, within the states of Texas, New Mexico, Oklahoma or Wyoming (collectively, the “Wells”, and together with the Fee Properties, the ORRI Properties and the NPRI Properties, the “Oil and Gas Assets”);

(e)    all of the Contributor’s benefits, claims, actions, causes of action and other rights as lessor under (or the assignee or transferee of any overriding royalty interests created from) any Oil and Gas Leases, regardless of whether the same arose on, before or after the Reference Date;

(f)    all of the Contributor’s interests in and to all Oil and Gas and/or Other Minerals 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 Oil and Gas Assets;

(g)    all of the Contributor’s 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 Oil and Gas Assets 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;

(h)    all interests in all Oil and Gas and Other Minerals produced from or allocated to the Oil and Gas Assets 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 the Contributor prior to the Reference Date, other than as set forth on Schedule 1.2), 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);

(i)    all interests in all payments received, or to be received, in lieu of production from the Oil and Gas Assets (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 that are actually received by the Contributor prior to the Reference Date and other than as set forth on Schedule 1.2), 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 or oral arrangement, as a result of (or received otherwise in settlement of or pursuant to judgment rendered with respect to) rights held by the Contributor as a result of the Contributor (and/or its predecessors in title) taking or having taken less gas from lands covered by an Oil and Gas Asset, than its ownership of such property right or interest would entitle it to receive and (iv) shut-in rental or royalty payments;

(j)    to the extent legally transferable, all interests in all contract rights and choses in action (i.e., rights to enforce contracts or to bring claims thereunder) related to the Oil and Gas Assets to the extent the same arose, and/or the events which gave rise to the same occurred on, before or after the Reference Date hereof, regardless of whether same arose under contract, the law or in equity;

(k)    without duplication of the proceeds from Production described in Section 1.2(h), an amount of cash in immediately available funds equal to all of the cash receipts from or attributed to the Properties that were received by the Contributor during the period beginning on the Reference Date and ending on the Closing Date (the “Contributed Cash”); provided, that checks or other payments set forth on Schedule 1.2 shall not be included in Contributed Cash; and

(l)    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.

1.3    Excluded Properties. Notwithstanding the foregoing, the Properties shall not include and there is excepted, reserved and excluded from the transaction contemplated hereby those properties and interests set forth on Exhibit C (collectively, the “Excluded Properties”).

1.4    Consideration for the Properties. The aggregate consideration for the contribution of the Properties shall be 1,580,000 Common Units (such Common Units, the “Base Subject Units” and, the Base Subject Units, as may be adjusted in accordance with the terms of and provisions of Section 1.6, collectively, the “Subject Units”). On the date of this Agreement, the Partnership shall designate American Stock Transfer and Trust Company (the “Exchange Agent”) for the purpose of issuing and delivering to the Contributor the Subject Units. The Subject Units will be issued under Registration Statements on Form S-4 (File Nos. 333-231841 and 333-256021) (together with any and all of the amendments and prospectus supplements thereto, the “Registration Statements”) that have been declared effective under the Securities Act. If the Closing occurs, the Contributed Cash shall be delivered to the Partnership, net of Taxes allocable to the Partnership in accordance with Article 7 but paid by the Contributor or any of its Affiliates prior to Closing (the “Closing Payment”).

1.5    Instruments of Conveyance. In order to effectuate the transfer of the Properties contemplated by Section 1.2, at the Closing, the Contributor shall execute and deliver, or cause to be executed and delivered to the Partnership, dated as of the Closing Date but effective as of the Reference Date, the deeds and conveyances substantially in the form attached hereto as Exhibit B (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.

1.6    Due Diligence.

(a)    Inspection and Assertion of Defects. The Contributor shall make available to the Partnership all title opinions, supplemental title opinions and other title information relating to the Properties and in the possession or control of the Contributor or to which the Contributor has access. The Partnership may, to the extent it deems appropriate, conduct, at its sole cost, such title examination or investigation as it may choose to conduct with respect to the Properties. If any matter comes to the Partnership’s attention which would constitute a Defect, the Partnership may notify the Contributor of such determination at any time but no later than 5:00 p.m. Central Time on December 20, 2021 (“Defect Deadline”). Any such notice (each, a “Defect Notice”) shall be in writing and include: (x) the Oil and Gas Asset affected by such Defect, (y) the nature of such Defect and supporting documentation with respect thereto to the extent such documentation in the Partnership’s possession, and (z) the Partnership’s estimate of the reduction to the Base Subject Units attributable to such Defect. If either (i) except as otherwise set forth on Schedule 1.8, the Partnership had Knowledge of a Defect prior to the execution of this Agreement or (ii) any Defect Notice is not delivered prior to the Defect Deadline, Partnership shall thereafter be deemed to have forever waived and shall have no right to assert such Defects as the basis for an adjustment to the Base Subject Units under Section 1.6(b); provided, however, that, for the avoidance of doubt, in no event shall such waiver affect the Partnership’s rights under Article 9. To give the Contributor an opportunity to commence reviewing and curing Defects asserted by the Partnership, the Partnership shall use commercially reasonable efforts to give Contributor, on or before the end of every calendar week period prior to the Defect Deadline, written notice of all alleged Defects discovered by the Partnership (including its Affiliates or Representatives) during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the expiration of the Defect Deadline; provided, however, that no failure by the Partnership to provide such preliminary notice shall affect the Partnership’s rights (or otherwise give rise to any liability of the Partnership) hereunder. With respect to any Oil and Gas Asset subject to an asserted Defect whose asserted Defect Amount equals or exceeds fifty percent (50%) of the Allocated Value of such Oil and Gas Asset, Contributor may, but shall have no obligation to, elect to remove any such Oil and Gas Asset applicable to such Defect from the transactions contemplated by this Agreement by written notice to the Partnership delivered prior to Closing, in which case, the Base Subject Units shall be reduced by the Allocated Value of such removed Oil and Gas Asset and such removed Oil and Gas Asset shall be deemed an “Excluded Property” for purposes of this Agreement. Subject to Contributor’s removal right set forth in this Section 1.6(a), to the extent the Contributor does not cure the alleged Defect prior to Closing, the Base Subject Units shall be reduced at Closing by the Defect Amount asserted by the Partnership.

(b)    Base Subject Unit Reduction. The reduction to the Base Subject Units resulting from a Defect shall be determined as follows (the “Defect Amount”):

(i)    if the Contributor and the Partnership agree on Defect Amount, that amount shall be the Defect Amount;

(ii)    if the Defect represents a discrepancy between (A) the Contributor’s actual Revenue Interest for any Well, well location or Unit and (B) the Revenue Interest stated on Exhibit A-5 for such Well, well location or Unit, then the Defect Amount shall be the product of the Allocated Value of such Oil and Gas Asset multiplied by a fraction, the numerator of which is the decrease between (x) the Revenue Interest for such Well, well location or Unit as stated on Exhibit A-5 and (y) the actual Revenue Interest held by the Contributor for such Well, well location or Unit, and the denominator of which is the Revenue Interest stated on Exhibit A-5 for such Well, well location or Unit;

(iii)     if the Defect represents an Encumbrance that is liquidated in amount, then the Defect Amount shall be equal to the amount necessary to remove such Defect from the Contributor’s interest in the affected Oil and Gas Asset;

(iv)     if the Defect is not of a type described in clauses (i), (ii) or (iii)  above, the Defect Amount shall be determined by taking into account the Allocated Value of the affected Oil and Gas Asset, the portion of such Oil and Gas Asset adversely affected by the Defect, the legal effect of the Defect, the potential economic effect of the Defect over the life of such Oil and Gas Asset, the values placed upon the asserted Defect by the Contributor and the Partnership and such other factors as are necessary to make a proper evaluation; and

(v)     notwithstanding anything herein to the contrary, there shall not be any adjustment to the Base Subject Units and the Partnership shall not be entitled to any further remedy under this Section 1.6 (i) with respect to any individual Defect having a Defect Amount less than 1,000 Base Subject Units (the “De Minimis Amount”), provided that if the same Defect affects multiple Oil and Gas Assets, the Defect Amount attributable thereto shall be aggregated for the purposes of determining whether the De Minimis Amount has been satisfied; and (ii) with respect to any Defects which exceed the De Minimis Amount, until the sum of all such Defect Amounts exceeds two percent (2.0%) of the Base Subject Units, and then only to the extent such amounts (excluding all Defect Amounts (1) attributable to Defects cured by the Contributor or (2) in respect of Oil and Gas Assets retained by Contributor pursuant to Section 1.6(a)) actually exceed, in the aggregate, two percent (2.0%) of the Base Subject Units (the “Title Deductible”); provided, further, that the aggregate of all Defect Amounts exceeding the De Minimis Amount shall be netted against the aggregate of all Benefit Amounts. For the avoidance of doubt, if Contributor elects to cure any Defect in accordance with Section 1.6(c), the Defect Amount relating to such Defect will be counted towards the Title Deductible at Closing, but if such Defect is ultimately cured after Closing, then the Defect Amount shall not count towards the Title Deductible.

(c)    Cure. To the extent the Partnership delivers any Defect Notices in accordance with Section 1.6(a), then, subject to the De Minimis Amount and Title Deductible and the Contributor’s right to exclude such Oil and Gas Asset in accordance with Section 1.6(a), Contributor may, on or before the Closing Date, by giving written notice to Buyer prior to Closing, elect to cure any Defect on or before one hundred twenty (120) days after the Closing Date (the “Defect Cure Period”). If the Contributor has cured a Defect to the Partnership’s reasonable satisfaction prior to the Closing Date, the applicable Oil and Gas Asset shall be transferred at Closing to the Partnership and no adjustment to the Base Subject Units shall be made at Closing. If the Contributor elects to cure an alleged Defect in accordance with Section 1.6(a), but has not cured such Defect to the Partnership’s reasonable satisfaction prior to the Closing Date, the applicable Oil and Gas Asset shall be transferred at Closing to the Partnership and the Defect Amount asserted in good faith by the Partnership shall be used for the purposes of calculating the reduction to the Base Subject Units issued at Closing. Subject to the Contributor’s continuing right to dispute under Section 1.7, if prior to the expiration of the Defect Cure Period Contributor cures a Defect, then within five (5) days of such cure, (i) the Partnership shall issue to Contributor Common Units equal to the Defect Amount cured by Contributor and (ii) Contributor shall be entitled to receive, and the Partnership shall pay to Contributor, the Payment Amount with respect to such Common Units. If the Contributor is unable to cure a Defect prior to the expiration of the Defect Cure Period, then the Partnership shall not be required to issue any additional Common Units or make any additional payments in connection with such Defect.

(d)    Benefits. If Contributor or the Partnership obtains Knowledge after due inquiry of the direct reports of the individuals listed on Schedule 1.11(b) of any Benefit on or before the Defect Deadline, then the discovering party shall promptly after discovery (but in any event before the Defect Deadline) provide written notice to the other party of such Benefit. Such notice shall be in writing and include: (x) the Oil and Gas Asset affected by such Benefit, (y) the nature of such Benefit and supporting documentation with respect thereto, and (z) the discovering party’s estimate of the value attributable to such Benefit. With respect to each Oil and Gas Asset affected by a Benefit reported hereunder, an amount (the “Benefit Amount”) equal to the increase in the Allocated Value for such Oil and Gas Asset caused by such Benefit (calculated in a similar manner as the determination of Defect Amounts in accordance with the terms of Section 1.6(b), mutatis mutandis) will be determined and agreed to by the parties as soon as practicable. If, with respect to a Benefit, the parties have not agreed on the amount of the Benefit or have not otherwise agreed on the validity of such Benefit, the Contributor and the Partnership shall have the right to elect to have such Benefit Amount determined by a Title Arbiter pursuant to and in accordance with the provisions regarding a disputed Defect set forth in Section 1.7, mutatis mutandis. The Benefit Amount with respect to all Benefits shall be used solely to offset any reductions to the Base Subject Units as a result of the aggregate of all Defect Amounts. For the avoidance of doubt, the Benefit Amount shall in no event increase the initial amount of the Base Subject Units. Benefits shall also be subject to the De Minimis Amount and the Title Deductible.

If the sum of all Defect Amounts plus the sum of all Benefit Amounts results in the calculation of a fraction of a Common Unit, such sum shall be rounded down to the nearest full Common Unit.

1.7    Defect Disputes. With respect to any alleged Defect, the Contributor and the Partnership shall in good faith attempt to agree on the existence and Defect Amount for all alleged Defects prior to the Closing. Representatives of the parties hereto, knowledgeable in title matters, shall meet for this purpose. If a disputed Defect or Defect Amount cannot be resolved prior to the Closing, the applicable Oil and Gas Asset shall be transferred at Closing to the Partnership and the Defect Amount asserted in good faith by the Partnership shall be used for all purposes at Closing. After Closing any party hereto may submit any such disputed Defects or Defect Amounts (or any dispute related to Contributor’s cure or alleged cure of a Defect pursuant to Section 1.6(c)) to be finally decided by the Title Arbiter in accordance with the procedures set forth in this Section 1.7, by providing a notice to the other party thereof (a “Dispute Notice”). If a party submits a Dispute Notice under this Section 1.7, then the parties shall submit each such unresolved dispute to a neutral Third Party title attorney with at least ten years’ experience rendering oil and gas title opinions in the state in which the applicable Oil and Gas Assets are located (such Person, a “Title Arbiter”). Unless otherwise agreed by the parties, all disputed Defect matters shall be resolved by a single Title Arbiter pursuant to a single, consolidated arbitration proceeding. The Title Arbiter shall be selected by mutual agreement of the parties, or absent such agreement, within ten (10) Business Days of becoming aware that such agreement cannot be made as to the selection of a Title Arbiter, then the parties shall each select a third party title attorney and such title attorneys together shall select such Title Arbiter, and if any party does not select a title attorney within ten (10) days of written demand therefor by the other party, then the title attorney selected by the other party shall be such Title Arbiter. No Title Arbiter shall have worked as an employee or outside counsel for the parties or their respective Affiliates during the ten-year period preceding the arbitration or have any financial interest in the dispute. Once appointed, the Title Arbiter shall have no ex parte communication with either party regarding the determination of the underlying dispute. The place of arbitration shall be Dallas, Texas, and any arbitration proceeding pursuant to this Section 1.7, shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association to the extent such rules do not conflict with the terms of this Section 1.7. The parties, within ten (10) days after the Title Arbiter is appointed, shall submit written summaries of their positions regarding each disputed matter. The Title Arbiter shall act as an expert for the limited purpose of determining the existence, scope and Defect Amount of a Defect, and may not award damages, interest or penalties to any party or assess any other matter. The Title Arbiter’s decision must be within the range of values assigned to each Defect by the Contributor and the Partnership. The parties shall instruct the Title Arbiter to, and such Title Arbiter shall, make a final determination of the existence, scope and defect amount of each Defect submitted to such Title Arbiter in accordance with the terms, guidelines and procedures set forth in this Agreement (which final determination shall be delivered by such Title Arbiter not more than twenty (20) days following submission of such disputed matters), and such determination by the Title Arbiter shall not be subject to court review or otherwise appealable, absent manifest error. The parties shall reasonably cooperate with the Title Arbiter during the term of its engagement. Each of the parties shall bear its own legal fees and other costs of presenting its case to the Title Arbiter. If the Title Arbiter rules in favor (or partially in favor) of the Contributor, within five (5) days of such ruling, (i) the Partnership shall issue to Contributor Common Units equal to the difference between: (A) the number of Common Units to which Contributor should have been entitled as determined by the Title Arbiter; minus (B) the number of Common Units that were issued at Closing, both (A) and (B) with respect to the disputed Oil and Gas Asset within five days of such ruling, and (ii) in addition, Contributor shall be entitled to receive, and the Partnership shall pay to Contributor, the Payment Amount with respect to such Common Units. If the Title Arbiter rules in favor (or partially in favor) of the Partnership, the Partnership shall not be required to issue the applicable Common Units nor shall the Partnership be required to make any additional payment related to such applicable Common Units.

1.8    Special Warranty of Title. The Conveyances delivered at Closing will contain a special warranty of Defensible Title, effective as of Closing, whereby the Contributor shall warrant title to its interest in the Oil and Gas Assets unto the Partnership against every Person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under the Contributor or the Specified Predecessors but not otherwise, subject, however, to the Permitted Encumbrances (the “Special Warranty”). No later than the date three (3) years after the Closing Date, the Partnership may furnish the Contributor a reasonably detailed written notice setting forth any matters which the Partnership intends to assert as a breach of the Special Warranty; provided, however, except as otherwise set forth in Schedule 1.8, the Partnership waives any breach of the Special Warranty to the extent the Partnership had Knowledge of such breach prior to the execution of this Agreement, and the Partnership shall be deemed to fully release and forever discharge the Contributor with respect to all Losses, known or unknown, with respect to such breaches. The Contributor shall have a reasonable opportunity, but not the obligation, to cure any alleged breach of such Special Warranty. The Partnership shall be deemed to have waived all breaches of the Contributor’s Special Warranty for which the Contributor has not received on or before the date three (3) years after the Closing Date a valid written notice thereof.

1.9    Settlement Statement.

(a)    Not later than two (2) Business Days prior to the Closing Date, the Contributor shall prepare and deliver to the Partnership a statement setting forth a good faith estimate and calculation of (i) the Closing Payment, and (ii) the number of Base Subject Units to be delivered to the Contributor at the Closing, after giving effect to all adjustments made pursuant to Section 1.6 (such matters, the “Settlement Matters” and such statement, the “Estimated Settlement Statement”). If the Partnership disputes any item in the Estimated Settlement Statement, the Partnership shall so notify the Contributor on or before one (1) Business Day prior to Closing and the Contributor and the Partnership shall use their commercially reasonable efforts to agree on the Estimated Settlement Statement, provided that if the Contributor and the Partnership cannot reach agreement prior to Closing, the Contributor’s good faith proposal with respect to such item shall control for purposes of the Estimated Settlement Statement.

(b)    Within sixty (60) days after the Closing Date, the Partnership shall prepare and deliver to the Contributor a statement setting forth its calculation of the Settlement Matters, including a calculation of the Closing Payment through the Closing and the Closing Payment True-up Amount (the “Closing Settlement Statement”). For purposes of this Section 1.9, the “Closing Payment True-up Amount” shall be the amount equal to the difference between the Closing Payment set forth on the Closing Settlement Statement and the Closing Payment set forth on the Estimated Settlement Statement.

(c)    Within thirty (30) days of receiving the Closing Settlement Statement (the “Review Period”), the Contributor may object to the Closing Settlement Statement by delivering to the Partnership a written statement setting forth the Contributor’s objections in reasonable detail, indicating each disputed item or amount and the basis for the Contributor’s disagreement therewith (the “Statement of Objections”). If the Contributor fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Settlement Statement shall be deemed to have been accepted by the Contributor, and the amounts owed by one party to the other party shall be paid to such other party within five (5) Business Days thereof. If the Contributor delivers the Statement of Objections before the expiration of the Review Period, the Contributor and the Partnership shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the matters set forth on the Closing Settlement Statement, with such changes as may have been previously agreed in writing by the Contributor and the Partnership, shall be final and binding.

(d)    If the Contributor and the Partnership fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of Weaver and Tidwell, L.L.P. or, if Weaver and Tidwell, L.L.P. is unable to serve, the Contributor and the Partnership shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Contributor’s accountants or Partnership’s accountants (the “Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Closing Settlement Statement. The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Settlement Statement and the Statement of Objections, respectively. The fees and expenses of the Independent Accountant shall be paid fifty percent (50%) by the Contributor and fifty percent (50%) by the Partnership. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Settlement Statement shall be conclusive and binding upon the parties hereto. Any amount owed by one party to the other party, as a result of a determination by the Independent Accountant or agreement of the parties, shall be paid to such other party within five (5) Business Days of such determination or agreement.

1.10    Tax Treatment. The Contributor and the Partnership agree that the transactions contemplated by this Agreement shall be treated for all federal and applicable state income Tax purposes as a contribution to capital under Section 721(a) of the Code (the “Tax Treatment”). The Contributor and the Partnership agree to file all Tax Returns in a manner consistent with the Tax Treatment, and neither the Contributor nor the Partnership shall take, or shall permit any Affiliate to take, any position inconsistent with such Tax Treatment on any Tax Return or otherwise, unless required to do so by Applicable Law or a “determination” within the meaning of Code Section 1313(a)(1).

ARTICLE 2.

    REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP

The Partnership represents and warrants to the Contributor 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 partner interests in the Partnership (including all Common Units) have been duly authorized and validly issued in accordance with the Partnership Agreement and 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 35,404,774 Common Units. There are no classes of limited partner interests of the Partnership other than the 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 Contributor 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 as described in the SEC Filings, the Subject Units and any other Common Units issued in connection with the transactions contemplated hereby or as described in the Partnership Agreement, as of the date hereof (i) there are no preemptive rights or other similar rights with respect to interests in the Partnership, (ii) there are no appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, subscription agreements, rights of first offer, rights of first refusal, tag along rights, drag along rights, subscription rights, or commitments or other rights or contracts of any kind or character relating to or entitling any Person to purchase or otherwise acquire any partner interests in the Partnership or requiring the Partnership to issue, transfer, convey, assign, redeem or otherwise acquire or sell any partner interests in the Partnership, (iii) there are no equity holder agreements, voting agreements, proxies, or other similar agreements or understandings with respect to the interests in the Partnership, and (iv) there are no restrictions upon the voting or transfer of, any interests in the Partnership, in each case, pursuant to any 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 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.

(e)    The issuance of the Subject Units to the Contributor will be registered pursuant to the Registration Statements, which have been declared effective by the SEC. As of the date hereof, no stop order suspending the effectiveness of the Registration Statements has been issued, and no proceeding in connection with the suspension of the effectiveness of the Registration Statements has been initiated or, to the Knowledge of the Partnership, threatened by the SEC or any other Governmental Entity. Any certificate or certificates evidencing the Subject Units (or book-entry representation of the same) shall not contain any legend (or other restriction) restricting the sale or transfer of the Subject Units.

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 (a) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally and (b) 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 (a) conflict with or result in a violation of any provision of the Partnership Agreement or the certificate of limited partnership of the Partnership, (b) 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, (c) result in the creation or imposition of any Encumbrance upon the properties of the Partnership or (d) 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 (b), (c) and (d) 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.

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 (a) as set forth on Schedule 2.6, (b) filings with Governmental Entities to occur in the ordinary course following the consummation of the transactions contemplated hereby, and (c) 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; Controls and Procedures.

(a)    Each of the consolidated financial statements (including any notes thereto) contained in the SEC Filings, as amended, supplemented or restated, if applicable, (the “Partnership Financial Statements”) (y) have been prepared from the books and records of the Partnership in accordance with GAAP (except as may be indicated in the notes thereto or the omission of notes to the extent permitted by Regulation S-K or, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), and (z) accurately and fairly present, in all material respects, 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 in accordance with GAAP (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments). Based on an annual evaluation of disclosure controls and procedures, the Partnership has not advised by its independent auditors of (i) any significant deficiency or material weakness in the design or operation of internal controls over financial reporting that are likely to adversely affect its ability to record, process, summarize and report financial data or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls over financial reporting of the Partnership.

(b)    The Partnership has established and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to give reasonable assurance that information relating to the Partnership required to be disclosed in the SEC Filings is recorded, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is communicated to the Partnership’s management, and the Partnership has established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Partnership’s financial reporting and the preparation of the Partnership’s financial statements for external purposes in accordance with GAAP.

(c)    The Partnership and, to the Knowledge of the Partnership, the directors and officers of the Partnership general partner, in their capacities as such, are in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith.

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 the Partnership (whether accrued, absolute, contingent, unliquidated or otherwise), except (a) liabilities described in the notes accompanying the Partnership Financial Statements, (b) liabilities which have arisen since December 31, 2020 in the ordinary course of business (none of which is a material liability for breach of contract, tort or infringement), (c) liabilities arising under executory provisions of contracts entered into in the ordinary course of business (none of which is a material liability for breach of contract), (d) liabilities disclosed on Schedule 2.8 and (e) other liabilities which, in the aggregate, are not material to the Partnership.

2.9    Reserved.

2.10    Compliance With Laws. To the Knowledge of the Partnership, the Partnership has complied in all material respects with all Applicable Laws relating to the business of the Partnership. The Partnership has not received any written notice from any Governmental Entity, which has not been dismissed or otherwise disposed of, that the Partnership has not so complied. The Partnership has not been charged or, to the Knowledge of the Partnership, threatened with, or under investigation with respect to, any material violation of any Applicable Law relating to any aspect of the business of the Partnership.

2.11    Brokerage Fees. Other than Anderson King Energy Consultants, LLC, the Partnership has not retained any financial advisor, broker, agent or finder or paid or agreed to pay any financial advisor, broker, agent or finder on account of this Agreement or any transaction contemplated hereby. The Contributor is not required to pay any costs, fees or expenses payable to Anderson King Energy Consultants, LLC.

2.12    Listing; Trading.

(a)    The outstanding Common Units are listed for trading on the NASDAQ Global Select Market and the Partnership has not received any notice of delisting or non-compliance with listing or governance rules or regulations of such exchange. The Partnership has taken no action that is designed to terminate the registration of the Common Units under the Exchange Act.

(b)    No judgment, order, ruling, decree, injunction, or award of any securities commission or similar securities regulatory authority or any other Governmental Entity, or of the NASDAQ Stock Exchange, preventing or suspending trading in any securities of the Partnership has been issued, and no proceedings for such purpose are pending or, to the Knowledge of the Partnership, contemplated or threatened.

2.13    SEC Filings. Since January 1, 2020, the Partnership has timely filed or furnished with the Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements, and other documents required to be filed or furnished by it under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), and all other federal securities laws. All forms, reports, schedules, statements, and other documents (including all amendments thereto) filed or furnished by the Partnership with the SEC since such date (including the Registration Statements) are herein collectively referred to as the “SEC Filings.” The Partnership has delivered or made available to the Contributor accurate and complete copies of all the SEC Filings in the form filed or furnished by the Partnership with the Securities and Exchange Commission. The SEC Filings, at the time filed or furnished (or became effective in the case of registration statements and the Registration Statements) or, if amended or supplemented, as of the date of the most recent amendment or supplement thereto, complied in all material respects with all applicable requirements of federal securities laws. None of the SEC Filings, including, without limitation, any financial statements or schedules included therein, at the time filed or furnished (or became effective in the case of registration statements and the Registration Statements) or, if amended or supplemented, as of the date of the most recent amendment or supplement thereto, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. All material contracts of the Partnership have been included in the SEC Filings, except for those contracts not required to be filed pursuant to the rules and regulations of the SEC. The Partnership shall deliver or make available to the Contributor as soon as they become available accurate and complete copies of all forms, reports, and other documents furnished by it to its limited partners generally or filed by it with the SEC subsequent to the date hereof and prior to the Closing Date. The Partnership is eligible to use Form S-4 for the issuance of the Subject Units.

2.14    Legal Proceedings. Except as disclosed in the SEC Filings, there are no Proceedings pending or, to the Knowledge of the Partnership, threatened against or involving the Partnership or its properties or assets that would be required to be disclosed in the SEC Filings. The Partnership is not subject to any judgment, order, writ, injunction, or decree of any Governmental Entity which would affect or which could reasonably be expected to affect the Partnership’s ability to consummate the transactions contemplated hereby. There are no Proceedings pending or, to the Knowledge of the Partnership, threatened against the Partnership or its properties or assets, seeking to restrain, prohibit, or obtain damages or other relief in connection with this Agreement or the transactions contemplated hereby or which could reasonably be expected to affect the Partnership’s ability to consummate the transactions contemplated hereby.

2.15    Bankruptcy. There are no bankruptcy, reorganization or receivership Proceedings pending against, or, to the Knowledge of the Partnership, being contemplated by, or threatened against the Partnership. The Partnership is, and, assuming the accuracy of the representations and warranties in Article 3, will be immediately after giving effect to the transactions contemplated by this Agreement, solvent.

2.16    Qualification. As of Closing, the Partnership will be qualified to own the Properties in the jurisdictions where the Properties are located.

2.17    Independent Evaluations. THE PARTNERSHIP AND ITS AFFILIATES HAVE INSPECTED AND CONDUCTED SUCH INDEPENDENT REVIEW, INVESTIGATION AND ANALYSIS (FINANCIAL AND OTHERWISE) OF THE PROPERTIES AND ANY OIL AND GAS LEASE AS DESIRED BY THE PARTNERSHIP. THE PARTNERSHIP ACKNOWLEDGES THAT THE PARTNERSHIP AND ITS REPRESENTATIVES HAVE BEEN PROVIDED ACCESS TO THE PERSONNEL, PREMISES AND RECORDS OF THE CONTRIBUTOR AND TO THE PROPERTIES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE CONTRIBUTOR IN THIS AGREEMENT OR IN THE CONVEYANCES OR ANY CERTIFICATE FURNISHED OR TO BE FURNISHED TO THE PARTNERSHIP PURSUANT TO THIS AGREEMENT, THE PARTNERSHIP REPRESENTS AND ACKNOWLEDGES THAT (A) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, AS TO THE PROPERTIES OR PROSPECTS THEREOF, AND (B) THE PARTNERSHIP HAS NOT RELIED UPON ANY ORAL OR WRITTEN INFORMATION PROVIDED BY THE CONTRIBUTOR.

ARTICLE 3.

    REPRESENTATIONS AND WARRANTIES
OF THE CONTRIBUTOR

The Contributor hereby represents and warrants to the Partnership as follows:

3.1    Organization and Existence. The Contributor is duly organized, validly existing and in good standing under the laws of the State of Texas. The Contributor has full power and authority to own, lease or otherwise hold and operate its properties and assets and to carry on its businesses as presently conducted. The Contributor is duly qualified and in good standing to do business in each jurisdiction in which the conduct or nature of its businesses or the ownership, leasing or holding 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 Contributor, the Properties or any Oil and Gas Lease.

3.2    Authority Relative to this Agreement. The Contributor has full power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Contributor of this Agreement and the other Transaction Documents to which it is a party, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action, and no other proceedings are necessary to authorize the execution, delivery and performance by the Contributor of this Agreement and the other Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby. This Agreement and each of the other Transaction Documents to which it is a party has been duly executed and delivered by the Contributor and constitutes, or when executed will be, duly executed and delivered by the Contributor and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of the Contributor enforceable against the Contributor in accordance with its respective terms, except that such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally and (b) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.

3.3    Noncontravention. Except as otherwise indicated on Schedule 3.3, the execution, delivery and performance by the Contributor of this Agreement and the other Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby, do not and will not (i) conflict with or result in a violation of any provision of the governing instruments of the Contributor, (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 Contributor is a party or by which the Contributor or any of the Properties may be bound, (iii) result in the creation or imposition of any Encumbrance upon the Properties or (iv) assuming compliance with the matters referred to in Section 3.4, violate any Applicable Law binding upon the Contributor.

3.4    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 Contributor in connection with the execution, delivery or performance by the Contributor of this Agreement or the other Transaction Documents to which it is a party or the consummation by it of the transactions contemplated hereby or thereby, other than filings with Governmental Entities to occur in the ordinary course following the consummation of the transactions contemplated hereby.

3.5    Reserved.

3.6    Absence of Undisclosed Liabilities. The Contributor has never had any operations or activities, other than with respect to the ownership and management of the Properties. To the Knowledge of the Contributor: (a) the Contributor has no liability or obligation with respect to the Properties, except liabilities specifically identified in this Agreement (including without limitation the schedules to this Agreement), and (b) the Contributor has not received prepayments (including, without limitation, payment for gas not taken pursuant to “take or pay” or similar arrangements) for any oil or gas produced from the Properties as a result of which the obligation does or may exist to deliver oil or gas produced from the Properties after the Reference Date without then receiving full payment thereof or to make repayments in cash.

3.7    Absence of Certain Changes. As of the date of this Agreement, since the Reference Date, (a) there has not been any Material Adverse Effect on the Contributor, the Properties or, to the Knowledge of the Contributor, on any Oil and Gas Lease, or any event or condition that might reasonably be expected to result in any Material Adverse Effect on the Contributor, the Properties or, to the Knowledge of the Contributor, on any Oil and Gas Lease, (b) the businesses of the Contributor has been conducted only in its ordinary course of business, (c) the Contributor has not incurred any material liability, engaged in any material transaction or entered into any material agreement outside the ordinary course of business with respect to the Properties, (d) the Contributor has not suffered any material loss, damage, destruction or other casualty to any of the Properties (whether or not covered by insurance), (e) the Contributor has not taken any of the actions set forth in Section 4.2 except as permitted thereunder and (f) to the Knowledge of the Contributor, the Oil and Gas Leases have not suffered any material loss, damage, destruction or other casualty.

3.8    Tax Matters. As of the Closing Date, all Tax Returns required to be filed with respect to the Properties, including those relating to Asset Taxes and any other Taxes imposed on or with respect to the Properties and any production therefrom (but excluding for purposes of this Section 3.8 income Tax Returns of the Contributor that are federal or that follow federal income tax principles), required to be filed by the Contributor, have been timely filed (taking into account any extension of time to file granted or obtained) with the applicable Taxing authority, all such Tax Returns are true, correct and complete in all material respects, and all Taxes required to be shown thereon have been timely and properly paid in full. The Contributor has complied in all material respects with all Applicable Laws relating to the payment and withholding of Taxes to the extent relating to the Properties, and has duly and timely withheld and paid over to the appropriate Taxing authority all amounts required to be so withheld and paid under all applicable Laws. There are no Encumbrances for Taxes (other than for Permitted Encumbrances) upon any of the Properties. There has been no issue raised or adjustment proposed (and to the Knowledge of the Contributor, none is pending) by the IRS or any other Taxing authority in connection with any of such Tax Returns, nor has the Contributor received any written notice from the IRS or any such other Taxing authority that any such Tax Return is being audited or may be audited or examined. The Contributor has not agreed to the extension or waiver of any statute of limitations on the assessment or collection of any such Tax or with respect to any such Tax Return. The Contributor is not a “foreign person” within the meaning of Section 1445 (or similar provisions) of the Code. No assets comprising the Properties is (a) subject to a tax partnership agreement or (b) otherwise treated as an interest in a “partnership” as defined in Section 761 of the Code. All income derived from operation of the Properties constitutes “royalty” or “overriding royalty” income (within the meaning of Section 512(b)(2) of the Code) and is “qualifying income” (within the meaning of Section 7704(d) of the Code). The information provided in the Tax Basis Schedule is (or will be upon completion) true, complete and correct in all material respects. The acquisition and purchase of the Properties will not cause the Partnership to be liable as a successor or transferee by statute, contract or otherwise for any Taxes for which the Contributor is responsible.

3.9    Compliance with Laws. To the Knowledge of the Contributor, the Contributor has complied in all material respects with all Applicable Laws relating to the ownership of the Properties. The Contributor has not received any written notice from any Governmental Entity, which has not been dismissed or otherwise disposed of, that the Contributor has not so complied. The Contributor has not, and to the Knowledge of the Contributor, the Lessees have not, been charged or, to the Knowledge of the Contributor, threatened with, or under investigation with respect to, any material violation of any Applicable Law relating to any aspect of the ownership or operation of the Properties.

3.10    Legal Proceedings. Except as disclosed on Schedule 3.10, there are no Proceedings pending or, to the Knowledge of the Contributor, threatened against or involving the Contributor, the Properties, the Oil and Gas Leases or the rights of the Contributor with respect to the Properties. The Contributor is not subject to any judgment, order, writ, injunction, or decree of any Governmental Entity which has had or is reasonably likely to materially affect title to or the value of any of the Properties. There are no Proceedings pending or, to the Knowledge of the Contributor, threatened against the Contributor or the Properties (or any Oil and Gas Lease), seeking to restrain, prohibit, or obtain damages or other relief in connection with this Agreement or the transactions contemplated hereby or which could reasonably be expected to affect the Contributor’s ability to consummate the transactions contemplated hereby.

3.11    Written Notice. The Contributor has not received any written notice from any Governmental Entity, and no Proceeding is pending or, to the Knowledge of the Contributor, threatened with respect to any alleged failure by the Contributor or the Lessees to have any Permit the absence of which would have a Material Adverse Effect on the Contributor, the Properties or the Oil and Gas Leases. The Contributor has not received any written notice of any investigation or inquiry regarding the Properties from any Governmental Entity under any Applicable Environmental Law.

3.12    Commitments. The Contributor has incurred no expenses, and have made no commitments to make expenditures (and the Contributor has not entered into any agreements that would obligate the Partnership to make expenditures), in connection with (and no other obligations or liabilities have been incurred which would adversely affect) the ownership or operation of the Properties after the Closing Date.

3.13    No Alienation. Within 120 days of the date hereof, the Contributor has not sold, assigned, conveyed, or transferred or contracted to sell, assign, convey or transfer any right or title to, or interest in, the Properties.

3.14    Basic Documents. To the Knowledge of the Contributor:

(a)     (i) The Contributor is not in breach or default (and no situation exists which with the passing of time or giving of notice would create a breach or default) of its obligations under any Basic Documents, and (ii) no breach or default by any third party (or situation which with the passage of time or giving of notice would create a breach or default) exists under any Basic Documents, to the extent such breach or default (whether by the Contributor or such third party) could reasonably be expected to have a Material Adverse Effect on the Properties after the Closing Date;

(b)    All payments (including all delay rentals, royalties and shut-in royalties) owing under Basic Documents have been and are being made (timely, and before the same became delinquent) by third parties where the non-payment of same by a third party could materially and adversely affect the ownership, exploration, development, operation, maintenance, value or use of any of the Properties after the Closing Date.

For the purposes of the representations contained in this Section 3.14 (and without limitation of such representations), the non-payment of an amount, or non-performance of an obligation, where such non-payment, or non-performance, could result in the forfeiture or termination of rights of the Contributor or any Lessee under a Basic Document, shall be considered material.

3.15    Area of Mutual Interest and Other Agreements; Tax Partnerships. No Property is subject to an area of mutual interest agreements related to the Properties or any farm-out or farm-in agreement under which any party thereto is entitled to receive assignments of the Properties, or any portion thereof, not yet made, or could earn additional assignments after the Closing Date. No Properties are subject to (or has related to it) any tax partnership.

3.16    Payment of Expenses. To the Knowledge of the Contributor, all expenses relating to the ownership of the Properties, have been, and are being, paid (timely, and before the same become delinquent) by the Contributor, except such expenses as are disputed in good faith by the Contributor and for which an adequate accounting reserve has been established by the Contributor.

3.17    Preferential Rights and Consents to Assign. To the Knowledge of the Contributor, there are no consents to assignment or waivers of preferential rights to purchase that must be obtained from third parties in order for the Contributor to consummate the transactions contemplated by this Agreement without violating or breaching a duty or obligation of the Contributor.

3.18    No Participating Minerals. The Properties do not include any unleased or other mineral interest where the Contributor has agreed (or is otherwise required) to bear a share of drilling, operating or other costs as a participating mineral owner including, without limitation, to the Knowledge of Contributor, any circumstance where the Contributor is an unleased or non-participating cotenant.

3.19    Brokerage Fees. Other than Seaport Global Securities LLC, the Contributor has not retained any financial advisor, broker, agent or finder or paid or agreed to pay any financial advisor, broker, agent or finder on account of this Agreement or any transaction contemplated hereby. The Partnership is not required to pay any costs, fees or expenses payable to Seaport Global Securities LLC.

3.20    Investment Intent. The Contributor is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D, as presently in effect.

(a)    The Contributor is acquiring the Subject Units for its own account for investment and not with a view to, or for sale or other disposition in connection with, any public distribution of all or any part thereof.

(b)    The Contributor has carefully reviewed this Agreement, the SEC Filings, the Partnership Agreement and other documentation relating to the Partnership and has had such opportunity as deemed necessary by the Contributor and its advisors and Affiliates to ask questions of the Partnership and their Affiliates, officers and employees to enable the Contributor to make an informed investment decision concerning the receipt of the Subject Units pursuant to the transactions contemplated by this Agreement, the operation of the Partnership, and the investment risks associated with the Contributor’s investment in the Partnership.

(c)    The Contributor, by entering into this Agreement, (i) requests admission as a limited partner of the Partnership and agrees to comply with, and be bound by, and hereby executes, the Partnership Agreement, (ii) represents and warrants that the Contributor has all right, power and authority and the capacity necessary to enter into the Partnership Agreement, (iii) appoints the general partner of the Partnership and, if a liquidator shall be appointed, the liquidator of the Partnership as the Contributor’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto necessary or appropriate for the Contributor’s admission as a limited partner and as a party to the Partnership Agreement, (iv) gives the power of attorney provided for in the Partnership Agreement and (v) makes the waivers and gives the consents and approvals contained in the Partnership Agreement.

3.21    Disclosure. The Contributor has provided the Partnership with a copy of all Records that the Contributor has received since January 1, 2019 and any other filings, pleadings and other files relating to any litigation relating to the Properties (including the settlement thereof).

3.22    Independent Evaluations. THE CONTRIBUTOR AND ITS REPRESENTATIVES HAVE UNDERTAKEN AN INDEPENDENT INVESTIGATION OF THE PARTNERSHIP AND THE SUBJECT UNITS. THE CONTRIBUTOR IS EXPERIENCED AND KNOWLEDGEABLE IN THE OIL AND GAS INVESTMENT BUSINESS AND ARE AWARE OF THE RISKS OF THAT BUSINESS. IN ENTERING INTO THIS AGREEMENT, THE CONTRIBUTOR HAS RELIED SOLELY UPON ITS OWN INVESTIGATION AND ANALYSIS AND THE SPECIFIC REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP SET FORTH IN ARTICLE 2 OF THIS AGREEMENT, AND THE CONTRIBUTOR:

(a)    ACKNOWLEDGES AND AGREES THAT IT HAS NOT BEEN INDUCED BY AND HAS NOT RELIED UPON ANY REPRESENTATIONS, WARRANTIES OR STATEMENTS, WHETHER EXPRESS OR IMPLIED, MADE BY THE PARTNERSHIP OR ANY OF ITS AFFILIATES OR REPRESENTATIVES THAT ARE NOT EXPRESSLY SET FORTH IN ARTICLE 2 OF THIS AGREEMENT, WHETHER OR NOT ANY SUCH REPRESENTATIONS, WARRANTIES OR STATEMENTS WERE MADE IN WRITING OR ORALLY; AND

(b)    ACKNOWLEDGES AND AGREES THAT NONE OF THE PARTNERSHIP OR ANY OF ITS AFFILIATES OR REPRESENTATIVES MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE CONTRIBUTOR OR ITS REPRESENTATIVE, INCLUDING ANY INFORMATION, DOCUMENT OR MATERIAL PROVIDED OR MADE AVAILABLE, OR STATEMENTS MADE, TO THE CONTRIBUTOR OR ITS REPRESENTATIVES IN DATA ROOMS, MANAGEMENT PRESENTATIONS OR SUPPLEMENTAL DUE DILIGENCE INFORMATION PROVIDED TO THE CONTRIBUTOR OR ITS REPRESENTATIVES IN CONNECTION WITH DISCUSSIONS OR ACCESS TO MANAGEMENT OF THE PARTNERSHIP OR ANY OF ITS AFFILIATES OR REPRESENTATIVES OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

ARTICLE 4.

    CONDUCT OF THE CONTRIBUTOR PENDING CLOSING;
CERTAIN ACTIONS RELATING TO CLOSING

4.1    Conduct and Preservation of the Business of the Contributor. The Contributor hereby covenants and agrees with the Partnership that, except as contemplated by this Agreement, during the period from the date hereof to the Closing Date, the Contributor (a) shall conduct its operations according to the ordinary course of business and in material compliance with all Applicable Laws and (b) shall use its Reasonable Best Efforts to preserve, maintain and protect the Properties.

4.2    Restrictions on Certain Actions of the Contributor. Except as otherwise expressly provided in this Agreement, prior to the Closing Date, the Contributor shall not, without the consent of the Partnership:

(a)    mortgage or pledge any of the Properties or create or suffer to exist any Encumbrance thereupon, other than Permitted Encumbrances;

(b)    sell, lease, transfer or otherwise dispose of, directly or indirectly, any of the Properties, except in the ordinary course of business;

(c)    amend, modify or change any existing lease or contract with respect to the Properties, other than in the ordinary course of the business;

(d)    waive, release, grant or transfer any rights of value relating to the Properties, other than in the ordinary course of business;

(e)    delay payment of any account payable or any known or accrued liability relating to the Properties beyond the earlier of thirty (30) days or its due date or the date when such liability would have been paid in the ordinary course of business, unless such delay is due to a good faith dispute as to liability or amount;

(f)    permit any current insurance or reinsurance or continuation coverage to lapse if such policy insures risks, contingencies or liabilities (including product liability) related to the Properties other than in connection with any advance renewal or replacement of an existing insurance policy;

(g)    except as set forth in this Section 4.2, take any action that would make any of the representations or warranties of the Contributor untrue as of any time from the date of this Agreement to the Closing Date, or would result in any of the conditions set forth in this Agreement not being satisfied;

(h)    merge into or with or consolidate with any other Person or acquire all or substantially all of the business or assets of any other Person; or

(i)    agree in writing or otherwise to take any of the actions described in this Section 4.2.

ARTICLE 5.

    ADDITIONAL AGREEMENTS

5.1    Access to Information; Confidentiality. The Contributor hereby agrees to provide the Partnership copies of the Records (a) in its possession or control, or (b) received by it subsequent to the date hereof and prior to the Closing Date as soon as reasonably practicable after the date of receipt of such Records. From the date hereof through the Closing, the Contributor shall afford the Partnership and their representatives reasonable access to the offices and personnel of the Contributor, and to the Properties and the Records during normal business hours, in order that the Partnership may have a full opportunity to make such investigations as it desires with respect to the Properties; provided that such investigation shall be upon reasonable prior notice and shall not unreasonably disrupt the personnel and operations of the Contributor or impede the efforts of the Contributor to comply with their other obligations under this Agreement. Until the Closing occurs, each party shall hold in confidence all such information, including the Records, on the terms and subject to the conditions contained in that certain Confidentiality Agreement dated September 17, 2021 by and between the Partnership and the Contributor, which shall terminate, as of the Closing. From and after the Closing, the Contributor shall, and shall cause its Affiliates to, hold, and shall use its Reasonable Best Efforts to cause its or their respective directors, managers, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person (“Representatives”) to hold, in confidence any and all confidential or proprietary information, whether written or oral, concerning the Properties or the Partnership (“Confidential Information”), except to the extent that the Contributor can show that such information (a) is generally available to and known by the public through no fault of the Contributor, any of its Affiliates or their respective Representatives; or (b) is lawfully acquired by the Contributor, any of its Affiliates or their respective Representatives from and after the Closing from sources that are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If the Contributor or any of its Affiliates or their respective Representatives are compelled to disclose any Confidential Information by judicial or administrative process or by other requirements of Applicable Law, the Contributor shall promptly notify (if legally permissible) the Partnership in writing and shall disclose only that portion of such Confidential Information that the Contributor is advised by its counsel is legally required to be disclosed, provided that the Contributor shall use Reasonable Best Efforts (at the Partnership’s expense) to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.

5.2    Notification of Certain Matters. Each party shall give prompt notice to the other parties of (a) any fact or circumstance that would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect and (b) any material failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 5.2 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, (ii) modify the conditions set forth in Article 6 or (iii) limit or otherwise affect the remedies available hereunder to any party receiving such notice.

5.3    Reasonable Best Efforts. Each party hereto agrees that it will not voluntarily undertake any course of action inconsistent with the provisions or intent of this Agreement and will use its Reasonable Best Efforts to take, or cause to be taken, all action and to do, or cause to be done, all things reasonably necessary, proper or advisable under Applicable Laws to consummate the transactions contemplated by this Agreement, including, without limitation, (a) cooperating in determining whether any other consents, approvals, orders, authorizations, waivers, declarations, filings or registrations of or with any Governmental Entity or third party are required in connection with the consummation of the transactions contemplated hereby, (b) using its Reasonable Best Efforts to obtain any such consents, approvals, orders, authorizations and waivers and to effect any such declarations, filings and registrations, (c) using its Reasonable Best Efforts to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, (d) using its Reasonable Best Efforts to defend, and to cooperate in defending, all lawsuits or other Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby and (e) executing of any additional instruments necessary to consummate the transactions contemplated hereby.

5.4    Public Announcements. The Partnership may from time-to-time make such press releases or otherwise make public statements with respect to this Agreement of the transactions contemplated hereby as the Partnership deems appropriate, in its sole discretion. The Contributor shall not issue any press release or otherwise make any public statement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the Partnership.

5.5    Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing right (but not the obligation) until the Closing to create new, or correct, supplement, or amend existing, Schedules to its representations and warranties with respect to any matters hereafter arising or discovered which, if existing or known as of the date of this Agreement or thereafter, would have been required to be set forth or described in such Schedules. For purposes of determining whether the conditions set forth in Section 6.2(a) and Section 6.3(a) have been fulfilled, the Schedules to the Contributor’s representations and warranties contained in this Agreement shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude all information contained in any such new Schedule or addition, supplement, or amendment to an existing Schedule delivered by the Contributor after execution of this Agreement and at or prior to Closing; provided, however, if Closing shall occur, then all matters disclosed pursuant to any such new Schedule or addition, supplement, or amendment to an existing Schedule that would have resulted in the conditions set forth in Section 6.2(a) or Section 6.3(a), as appropriate, not being satisfied delivered after execution of this Agreement and at or prior to Closing shall be waived by the party receiving such new Schedule, addition, supplement or amendment for all purposes of this Agreement and the party receiving such new Schedule, addition, supplement or amendment shall not be entitled to make a claim with respect thereto pursuant to the terms of this Agreement (including any claim pursuant to Article 9) or otherwise.

5.6    Fees and Expenses. All fees and expenses, including fees and expenses of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fee or expense, whether or not the Closing shall have occurred.

5.7    Tax Disclosure. Except as reasonably necessary to comply with applicable securities laws and notwithstanding anything in this Agreement to the contrary or in any other agreement to which the Partnership or the Contributor are bound, the parties hereto (and each employee, representative, or other agent of any of the parties) are expressly authorized to disclose to any and all persons, without limitation of any kind, the U.S. federal income “tax treatment” and “tax structure” (as those terms are defined in Sections 1.6011-4(c)(8) and (9) of the Treasury Regulations, respectively) of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to such parties relating to such “tax treatment” and “tax structure” of the transactions contemplated by this Agreement. For these purposes, “tax structure” is limited to facts relevant to the U.S. federal income tax treatment of the transaction described herein.

5.8    Post-Closing Assurances and Access to Records. After the Closing, the Contributor and the Partnership shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any exhibit, document, certificate or other instrument delivered pursuant hereunto. After the Closing, the Contributor shall grant the Partnership and its authorized representatives reasonable access (including copying privileges at the Contributor’s sole cost and expense) during the Contributor’s normal business hours to all Records of the Contributor pertaining to the Properties and not included in the Properties, where such Records may be located for the purpose of prosecuting or defending claims, lawsuits or other Proceedings, for audit purposes, or to comply with legal process, rules, regulations or orders of any board, agency, tribunal or government.

5.9    NASDAQ Listing. The Partnership shall cause the Subject Units to be approved for listing on the NASDAQ Global Select Market by the Closing Date.

5.10    SEC Reporting; Financial Statements. The Contributor acknowledges that the Partnership may be required to include certain financial information relating to the Properties for periods prior to the Closing Date (“Financial Statements”) in documents filed with the SEC by the Partnership pursuant to the Securities Act or the Exchange Act, and that such Financial Statements may be required to be audited. In that regard, from the date hereof until six months after the Closing Date, the Contributor and its Affiliates shall, at the Partnership’s sole cost and expense, reasonably cooperate with the Partnership, and provide the Partnership reasonable access during normal business hours to such records and personnel of the Contributor and its Affiliates as the Partnership may reasonably request to enable the Partnership, and its representatives and accountants to, at the Partnership’s sole cost and expense, create and audit any Financial Statements that the Partnership deems necessary to comply with its obligations under the Securities Act or the Exchange Act; provided, for the avoidance of doubt, that the Partnership shall be responsible for engaging any consultants and external auditor necessary to prepare and audit the Financial Statements. The Contributor shall consent to the inclusion or incorporation by reference of the Financial Statements in any registration statement, report or other document of the Partnership to be filed with the SEC in which the Partnership reasonably determines that the Financial Statements are required to be included or incorporated by reference to satisfy any rule or regulation of the SEC or to satisfy relevant disclosure obligations under the Securities Act or the Exchange Act. Upon request of the Partnership or any of its Affiliates, the Contributor shall use its commercially reasonable efforts to cause the external audit firm that audits the Financial Statements to consent to the inclusion or incorporation by reference of its audit opinion with respect to the audited Financial Statements in any such registration statement, report or other document. The Contributor shall (i) use its commercially reasonable efforts to provide the Partnership, its Affiliates and their independent accountants with access to any audit work papers of the Contributor’s independent accountants and (ii) shall provide the Partnership, its Affiliates and their independent accountants with access to any management representation letters provided by the Contributor to the Contributor’s independent accountants.

Notwithstanding the foregoing, (x) all of the information provided by the Contributor pursuant to this Section 5.10 is given without any representation or warranty, express or implied, and no Contributor Indemnified Party shall have any liability or responsibility with respect thereto, (y) nothing in this Section 5.10 shall expand Contributor’s representations, warranties, covenants or agreements set forth in this Agreement or give any Partnership Indemnified Party or any third party any rights or remedies to which it is not expressly entitled hereunder and (z) the Partnership will make commercially reasonable efforts to minimize any disruption associated with the cooperation contemplated by the Contributor or its Affiliates or their respective personnel hereby. No such cooperation by Contributor shall be required to the extent it would cause a violation of Applicable Law. The Partnership will promptly reimburse the Contributor for any documented third party costs and expenses incurred by the Contributor and its Affiliates in complying with the provisions of this Section 5.10.

ARTICLE 6.

CONDITIONS

6.1    Conditions to Obligations of the Parties. The obligations of the parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment on or prior to the Closing Date of each of the following conditions:

(a)    Legal Proceedings. No preliminary or permanent injunction or other order, decree, or ruling issued by a Governmental Entity, and no statute, rule, regulation, or executive order promulgated or enacted by a Governmental Entity, shall be in effect which restrains, enjoins, prohibits, or otherwise makes illegal the consummation of the transactions contemplated hereby; and no Proceeding by a Governmental Entity shall have been commenced or threatened (and be pending or threatened on the Closing Date) against the Partnership, the Contributor or the Properties, or any of their respective Affiliates, associates, directors, or officers seeking to prevent or challenging the transactions contemplated hereby.

(b)    Consents. All consents, approvals, orders, authorizations and waivers of, and all declarations, filings and registrations with, third parties (including Governmental Entities) required to be obtained or made by or on the part of the parties hereto, or otherwise reasonably necessary for the consummation of the transactions contemplated hereby, shall have been obtained or made, and all thereof shall be in full force and effect at the time of Closing.

(c)    Effectiveness of Registration Statements. The Registration Statements shall have remained effective as of the Closing Date, and no stop order suspending the effectiveness of the Registration Statements shall have been issued, and no proceeding for that purpose shall have been initiated or, to the Knowledge of the Partnership, threatened by the SEC or any other Governmental Entity.

6.2    Conditions to Obligation of the Contributor. The obligation of the Contributor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment on or prior to the Closing Date of each of the following conditions:

(a)    Representations and Warranties. All the representations and warranties of the Partnership contained in this Agreement and in any agreement, instrument or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, shall be true and correct in all material respects (other than any representation or warranty containing any “material,” “materiality” or “Material Adverse Effect” qualification, which shall be true and correct in all respects) on and as of the Closing Date as if made on and as of such date, except as affected by transactions permitted by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects (other than any representation or warranty containing any “material,” “materiality” or “Material Adverse Effect” qualification, which shall be true and correct in all respects) as of such specified date.

(b)    Covenants and Agreements. The Partnership shall have performed and complied with in all material respects all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

(c)    No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Material Adverse Effect with respect to the Partnership.

(d)    Certificates. The Contributor shall have received (i) a certificate from the Partnership, dated the Closing Date, representing and certifying that the conditions set forth in Section 6.1 and Section 6.2 have been fulfilled, (ii) a certificate as to the incumbency of the officer(s) executing this Agreement on behalf of the Partnership, and (iii) a certificate of non-foreign status from the Partnership meeting the requirements of Treasury Regulation Section 1.1445-2(b)(2).

(e)    Subject Units. The Contributor shall have received evidence from the Partnership’s transfer agent and registrar of Common Units of the issuance of the Subject Units in book-entry form, which shall be listed on the NASDAQ Global Select Market.

(f)    Fourth Quarter Distribution. The Partnership shall not have declared a distribution to its Common Unit holders with respect to the fourth quarter of calendar year 2021, or set a record date with respect to such distribution that is on or prior to the Closing Date.

6.3    Conditions to Obligation of the Partnership. The obligation of the Partnership to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment on or prior to the Closing Date of each of the following conditions:

(a)    Representations and Warranties. All the representations and warranties of the Contributor contained in this Agreement and in any agreement, instrument or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, shall be true and correct in all material respects (other than any representation or warranty containing any “material,” “materiality” or “Material Adverse Effect” qualification, which shall be true and correct in all respects) on and as of the Closing Date as if made on and as of such date, except as affected by transactions permitted by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects (other than any representation or warranty containing any “material,” “materiality” or “Material Adverse Effect” qualification, which shall be true and correct in all respects) as of such specified date.

(b)    Covenants and Agreements. The Contributor shall have performed and complied with in all material respects all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

(c)    No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Material Adverse Effect with respect to the Properties.

(d)    Certificates. The Partnership shall have received (i) a certificate from the Contributor, dated the Closing Date, representing and certifying that the conditions set forth in Section 6.1 and Section 6.3 have been fulfilled, (ii) a certificate as to the incumbency of the officer(s) executing this Agreement on behalf of the Contributor and (iii) a certificate of non-foreign status from the Contributor meeting the requirements of Treasury Regulation Section 1.1445-2(b)(2).

(e)    Conveyances. The Contributor shall have: (i) executed and delivered to the Partnership the Conveyances and such deeds (in reasonable and local customary form and describing the transferred 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 such Properties, which shall be transferred at the Closing, and (ii) executed and delivered (or caused to be executed and delivered) the Curative Instruments.

(f)    Contributed Cash. The Contributor shall have delivered the Closing Payment to the Partnership.

(g)    Records. The Contributor shall have delivered a copy of the Records to the Partnership.

ARTICLE 7.

    PRODUCTION, PROCEEDS, EXPENSES AND TAX MATTERS

7.1    Division of Ownership. After the Closing, all Production from the Properties, together with (a) the proceeds of such Production and any other amounts attributable to the Properties and (b) any other proceeds received by the Contributor attributable to the Properties, from whatever source, including, without limitation, any bonuses, delay rentals, royalty payments, overriding royalty payments and shut-in royalty payments, other than proceeds attributable to checks or other payments that are actually received prior to the Reference Date, other than as set forth on Schedule 1.2) (collectively herein called the “Partnership-Entitled Production and Proceeds”), shall be owned by the Partnership, and should the Contributor receive payment for any such Partnership-Entitled Production and Proceeds, the Contributor shall within five (5) Business Days after the end of each calendar month during which any such payments are received, either endorse and deliver to the Partnership any checks or other payments received by the Contributor attributable to such Partnership-Entitled Production and Proceeds or transfer any cash proceeds by wire transfer to an account designated by the Partnership. The Partnership shall prepare letters in lieu of division or transfer orders and at Closing the Contributor shall execute and deliver such letters in lieu to each purchaser of production from the Oil and Gas Assets. In the event such letters cannot reasonably be delivered at Closing, the Contributor shall cooperate with the Partnership in delivering such letters after Closing.

7.2    Division of Expenses. Except as otherwise provided in Section 7.4, all costs and expenses incurred in connection with the Properties prior to the Reference Date shall be borne and timely paid by the Contributor.

7.3    Recording and Transfer Expenses. The Partnership shall pay all costs of recording and filing (a) the assignments delivered hereunder for the Properties, (b) all state, federal and Indian transfer and assignment documents, (c) all applications and other documents required for the transfer of permits and operatorship of the Properties, and (d) all other instruments.

7.4    Taxes.

(a)    Tax Related Indemnity Payments. The Contributor shall timely pay all Excluded Taxes and shall indemnify and hold the Partnership harmless from all Excluded Taxes.

(b)    Transfer Taxes. The Partnership shall be responsible for and shall pay 100% of all Transfer Taxes when due. The Partnership and the Contributor shall cooperate to obtain all available exemptions from the foregoing Transfer Taxes.

(c)    Apportionment of Taxes. Subject to the second to last sentence of this Section 7.4(c), Contributor shall bear all Asset Taxes for any Pre-Reference Date Tax Period, and the Partnership shall bear all Asset Taxes for any Post-Reference Date Tax Period. If any Asset Tax (or Asset Tax refund) relates to a period that begins before and ends after the Reference Date, the Contributor and the Partnership shall use the following conventions for determining the portion of such Asset Tax (or Asset Tax refund) that relates to a Pre-Reference Date Tax Period and which relates to a Post-Reference Date Tax Period: (A) Asset Taxes that are attributable to the severance or production of hydrocarbons shall be deemed allocated to the period in which associated revenues, net of severance or production taxes, are received; (B) in the case of Asset Taxes that are property or ad valorem Taxes and other similar Taxes imposed on a periodic basis, the amount of such Taxes (or Tax refunds) attributable to the Pre-Reference Date Tax Period shall be determined by multiplying such Taxes for the entire period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Reference Date and the denominator of which is the number of calendar days in the entire period, and the remaining amount of such Taxes (or Tax refunds) shall be attributable to the Post-Reference Date Tax Period; and (C) in the case of all other Asset Taxes, the amount of Asset Taxes (or Asset Tax refunds) attributable to the Pre-Reference Date Tax Period shall be determined as if a separate return was filed for the period ending as of the end of the day on the Reference Date using a “closing of the books methodology,” and the remaining amount of the Taxes (or Tax refunds) for such period shall be attributable to the Post-Reference Date Tax Period; provided, however, that for purposes of clause (C), exemptions, allowances, or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be apportioned between the Pre-Reference Date Tax Period and the Post-Reference Date Tax Period in proportion to the number of days in each such period. Notwithstanding anything above in this Section 7.4(c), the Partnership shall bear all Pre-Closing Transferred Proceeds Asset Taxes. For the avoidance of doubt, the Contributor shall bear (X) all Income Taxes attributable to the Properties for all Pre-Closing Date Tax Periods and (Y) all Income Taxes imposed by Applicable Law on the Contributor or its direct or indirect owners resulting from the transactions contemplated by this Agreement.

(d)    Tax Returns. The Contributor shall be responsible for the preparation and timely filing of any Asset Taxes Tax Returns relating to the ownership and operation of the Properties that are due on or before the Closing Date. The Partnership shall be responsible for the preparation and timely filing of any Asset Taxes Tax Returns relating to the ownership and operation of the Properties that are due after the Closing Date. For the avoidance of doubt, this Section 7.4(d) shall not establish who bears any Taxes, which is as set forth in Section 7.4(c).

(e)    Tax Refunds. All refunds or credits for Taxes for any Excluded Tax shall be for the sole benefit of the Contributor; provided, however, that to the extent the Partnership incurs an Excluded Tax and is not indemnified for such Excluded Tax, refunds or credits of such Excluded Tax shall be for the sole benefit of the Partnership. To the extent that the Partnership receives a refund or credit that is for the benefit of the Contributor, the Partnership shall promptly pay such refund or the value of the credit (net of all out of pocket expenses and costs and Taxes incurred in obtaining such refund) to the Contributor. All refunds or credits for Taxes relating to the Properties for a Post-Reference Date Tax Period that are not Excluded Taxes shall be for the sole benefit of the Partnership. To the extent that the Contributor receive a refund or credit for a Tax that is for the benefit of the Partnership, the Contributor shall promptly pay such refund or the value of the credit (net of all reasonable out of pocket expenses and costs and Taxes incurred in obtaining such refund) to the Partnership.

(f)    Tax Cooperation. Until the expiration of the applicable statute of limitations for any period that includes the Closing Date, the Partnership and the Contributor shall (i) assist in the preparation and timely filing of any Tax Return (including any claim for a Tax refund) relating to the Properties; (ii) assist in any audit or other proceeding with respect to Taxes or Tax Returns relating to the Properties; (iii) make available any information, records, or other documents relating to any Taxes or Tax Returns relating to the Properties; (iv) provide any information required to allow the other party to comply with any information reporting or withholding requirements contained in the Code or other applicable Tax Laws; and (v) provide certificates or forms, and timely execute any Tax Return that are necessary or appropriate to establish an exemption for (or reduction in) any Transfer Tax. Without limiting the foregoing, within 30 days following the Closing, the Contributor shall provide to the Partnership a schedule that sets forth the adjusted tax basis in each of the Properties (as determined immediately prior to Closing) (the “Tax Basis Schedule”).

7.5    Casualty Loss. If any Casualty Loss occurs prior to the Closing, the Contributor shall (a) transfer the affected Property to the Partnership at Closing, notwithstanding such Casualty Loss, (b) transfer all unpaid insurance proceeds, claims, awards, and other payments arising out of such Casualty Loss to the Partnership and (c) transfer to the Partnership an amount equal to all cash sums, if any, paid to the Contributor prior to Closing as insurance proceeds, awards or other payments arising out of such Casualty Loss.

7.6    Agreed 704(c) Method. For purposes of Section 704(c) of the Code and the Treasury Regulations thereunder, the Partnership shall use a Section 704(c) method in respect of the Properties consistent with the Partnership’s historical and past practices applicable to contributed properties; provided, however, that (i) the Partnership makes no representation or warranty to the Contributor that such method is correct or appropriate for any purpose, (ii) the foregoing shall not limit or restrict the ability of the Partnership to settle or compromise any Tax matter, and (iii) the foregoing shall not apply to the extent a change in Applicable Law after the date hereof would make such method improper for U.S. federal income tax purposes.

ARTICLE 8.

TERMINATION

8.1    Termination. This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing in the following manner:

(a)    By unanimous written consent of the parties hereto;

(b)    By the Contributor or the Partnership, if:

(c)    By the Contributor, if there has been a breach by the Partnership of any representation, warranty or covenant contained in this Agreement that has prevented or would prevent the satisfaction of any condition to the obligations of the Contributor to consummate the transactions contemplated hereby set forth in Section 6.2 and, if such breach is of a character that it is capable of being cured, such breach has not been cured by the Partnership within thirty (30) days after delivery of notice thereof from the Contributor; provided that the Contributor shall not be entitled to terminate this Agreement pursuant to this Section 8.1(c) if the Contributor is then in material breach of this Agreement;

(d)    By the Partnership, if there has been a breach by the Contributor of any representation, warranty or covenant contained in this Agreement that has prevented or would prevent the satisfaction of any condition to the obligations of the Partnership to consummate the transactions contemplated hereby set forth in Section 6.3 and, if such breach is of a character that it is capable of being cured, such breach has not been cured by the Contributor within thirty (30) days after delivery of notice thereof from the Partnership; provided that the Partnership shall not be entitled to terminate this Agreement pursuant to this Section 8.1(d) if the Partnership is then in material breach of this Agreement.

(e)    By the Contributor or the Partnership if the aggregate amount of Defect Amounts asserted by the Partnership in good faith exceeds ten percent (10%) of the Base Subject Units.

8.2    Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1 by the Partnership or the Contributor, written notice thereof shall forthwith be given to the Partnership or the Contributor, as applicable, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall become void and have no effect, and, subject to Section 8.3, there shall be no liability hereunder on the part of any party hereto or the general partner of the Partnership, or any of their respective directors, managers, officers, employees, shareholders, unitholders, partners or representatives, except that the agreements contained in this Article 8 and Article 10 shall survive the termination hereof. Nothing contained in this Section 8.2 shall otherwise relieve any party from liability for Losses actually incurred as a result of any breach of this Agreement.

8.3    Remedies for Termination.

(a)    Partnership Breach; Contributor Remedies. If the Contributor is entitled to terminate this Agreement pursuant to Section 8.1(c), and each of the conditions contained in Section 6.3 has been either fulfilled in all material respects or waived in writing (other than conditions the fulfillment of which is expressly provided to occur at the Closing), then the Contributor shall have the right, as its sole and exclusive remedy and in lieu of all other Losses to terminate this Agreement pursuant to Section 8.1(c) and, in connection therewith, receive as liquidated damages (and not as a penalty) free and clear of any claims thereon by the Partnership hereunder, an amount equal to $500,000.00. The Contributor hereby expressly waives any and all other remedies to which it may have otherwise been entitled hereunder, at law, in equity or otherwise. The parties acknowledge that the extent of damages to the Contributor occasioned by such default, failure, inability, or refusal by the Partnership would be impossible or extremely impractical to ascertain and that $500,000.00 is a fair and reasonable estimate of such damages under the circumstances.

(b)    Contributor Breach; Partnership Remedies. If the Partnership is entitled to terminate this Agreement pursuant to Section 8.1(d), and each of the conditions contained in Section 6.2 has been either fulfilled in all material respects or waived in writing (other than conditions the fulfillment of which is expressly provided to occur at the Closing), then the Partnership shall have the right, as its sole and exclusive remedy and in lieu of all other Losses, to elect to either (i) terminate this Agreement pursuant to Section 8.1(d) and, in conjunction therewith, seek and receive any and all Losses to which Partnership may be entitled hereunder, at law or in equity, or (ii) seek and receive specific performance of the Contributor hereunder, without posting any bond or the necessity of proving the inadequacy as a remedy of monetary damages.

(c)    Termination for other Reasons. If this Agreement is terminated for any reason other than as set forth in Section 8.1(c) or Section 8.1(d), then the parties shall have no liability or obligation hereunder as a result of such termination.

ARTICLE 9.

    INDEMNIFICATION

9.1    Survival of Representations, Warranties, Covenants and Agreements. All of the representations and warranties of the Partnership in Article 2 shall survive the Closing and continue in full force and effect through and including the date that is eighteen (18) months immediately following the Closing; provided, that the representations and warranties in Section 2.1 (Organization and Existence), Section 2.2 (Governing Documents), Section 2.3(a) Section 2.3(b) and Section 2.3(d) (Capitalization of the Partnership), Section 2.4 (Authority Relative to this Agreement), Section 2.5 (Noncontravention), Section 2.6 (Governmental Approvals) and Section 2.11 (Brokerage Fees) (the “Partnership Fundamental Representations”) shall survive indefinitely. All of the representations and warranties of the Contributor in Article 3 shall survive the Closing and continue in full force and effect through and including the date that is eighteen (18) months immediately following the Closing; provided, that the representations and warranties in (i) Section 3.1 (Organization and Existence), Section 3.2 (Authority Relative to this Agreement), Section 3.3 (Noncontravention), Section 3.4 (Governmental Approvals) and Section 3.19 (Brokerage Fees) (the “Contributor Fundamental Representations”) shall survive indefinitely and (ii) Section 3.8 (Tax Matters) shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus sixty (60) days. All covenants and agreements of the parties in Article 5 shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations. All other covenants and agreements of the parties (i) that are required to be performed entirely at or prior to Closing shall survive the Closing for twelve (12) months and (ii) that are required to performed after the Closing shall survive until fully performed. The indemnities in Section 9.3(a)(3) shall survive for the full period of all applicable statues of limitations (giving effect to any waiver, mitigation or extension thereof) plus sixty (60) days. The indemnities in Section 9.3(b)(3) shall survive for the full period of all applicable statues of limitations (giving effect to any waiver, mitigation or extension thereof) plus sixty (60) days. All other indemnities herein other than those in Section 9.3(a)(3) and Section 9.3(b)(3) shall terminate as of the termination date of each respective representation, warranty, covenant or agreement that is subject to the indemnification thereto (as specified herein), in each case. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved.

9.2    Assumed Obligations. From and after the Closing, the Partnership shall assume and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid and discharged) all obligations and Losses with respect to the Properties whether attributable to periods of time on, before or after the Reference Date (all such obligations and Losses, the “Assumed Obligations”); provided, however, that the Assumed Obligations shall not include any obligations and Losses with respect to: (a) the employment relationship of the Contributor or any of its Affiliates and any of their past or present employees, (b) the overpayment or mispayment of revenues or royalties prior to the Reference Date, (c) any operations conducted by the Contributor or any of its Affiliates prior to the Reference Date, (d) general or administrative expenses of the Contributor or any of its Affiliates prior to the Reference Date, (e) any matter that is scheduled or should have been included on Schedule 3.10, (f) the gross negligence or willful misconduct of the Contributor or any of its Affiliates, (g) any costs or expenses payable by or on behalf of the Contributor or any of its Affiliates prior to the Reference Date (clauses (a) through (g), collectively, the “Retained Obligations”), or (h) the breach by the Contributor of any of its representations, warranties or covenants hereunder (and for the avoidance of doubt, clause (h) is not a Retained Obligation).

9.3    Indemnification.

(a)    Subject to Section 9.1, the Contributor hereby agrees to indemnify, defend and hold the Partnership and its Affiliates and their respective directors, managers, officers, employees, stockholders, unitholders, members, partners, agents, attorneys, representatives, successors and assigns (collectively, the “Partnership Indemnified Parties”) harmless from and against, and pay to the applicable Partnership Indemnified Parties the amount of, any and all losses, liabilities, claims, obligations, deficiencies, demands, judgments, damages (excluding any punitive, exemplary, special or other similar damages that are not the natural, probable and reasonably foreseeable result of the underlying breach, default, failure or event, unless such damages are required to be paid to a third party pursuant to a third party claim), interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expenses (including costs of investigation and defense and attorneys’ and other professionals’ fees and the cost of enforcing any right to indemnification hereunder), whether or not involving a third party claim (individually, a “Loss” and, collectively, “Losses”) of (1) any breach of or default in any representation or warranty of the Contributor set forth in Article 3; (2) any failure by the Contributor to perform any covenant or obligation set forth in this Agreement which is not cured; and (3) any of the Retained Obligations. THE FOREGOING ASSUMPTIONS AND INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH LOSSES, LIABILITIES, CLAIMS, OBLIGATIONS, DEFICIENCIES, DEMANDS, JUDGMENTS, DAMAGES, INTEREST, FINES, PENALTIES, CLAIMS, SUITS, ACTIONS, CAUSES OF ACTION, ASSESSMENTS, AWARDS, COSTS, EXPENSES OR ANY DIMINUTION IN VALUE ARISE OUT OF (1) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY PARTNERSHIP INDEMNIFIED PARTY, OR (2) STRICT LIABILITY. THE FOREGOING IS A SPECIFICALLY BARGAINED FOR ALLOCATION OF RISK AMONG THE PARTIES, WHICH THE PARTIES AGREE AND ACKNOWLEDGE SATISFIES THE EXPRESS NEGLIGENCE RULE AND CONSPICUOUSNESS REQUIREMENT UNDER TEXAS LAW.

(b)    Subject to Section 9.1, the Partnership hereby agrees to indemnify, defend and hold the Contributor and its Affiliates and their respective stockholders, unitholders, directors, managers, employees, members, partners, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Contributor Indemnified Parties”) harmless from and against, and pay to the Contributor Indemnified Parties the amount of, any and all Losses: (1) any breach of or default in any representation or warranty of the Partnership set forth in this Agreement; (2) any failure by the Partnership to perform any covenant or obligation set forth in this Agreement; (3) any of the Assumed Obligations and (4) any Taxes allocable to the Partnership pursuant to Article 7. Notwithstanding anything herein to the contrary, in no event shall the Partnership have any obligations under this Section 9.1(b) for any matter if the Contributor has any obligation under Section 9.1(a) for such matter.

(c)    From and after the Closing, the remedies set forth in this Article 9 shall, except with respect to claims or causes of action arising from Fraud, willful misconduct or the Special Warranty, provide the sole and exclusive remedies of the parties arising out of, in connection with, relating to or arising under this Agreement or instrument delivered pursuant hereto. The parties acknowledge and agree that, except with respect to claims or causes of action arising from Fraud or the Special Warranty, from and after the Closing the remedies available in this Article 9 supersede (and each party waives and releases) any other remedies available at law or in equity against the other parties including rights of rescission, rights of contribution and claims arising under applicable statutes.

(d)    The right to indemnification or any other remedy (whether based on representations, warranties, covenants and agreements in the Transaction Documents or otherwise) shall not be affected by any investigation conducted at any time, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date (whether with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement or otherwise). The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any such covenant or agreements, will not affect the right to indemnification or any other remedy based on such representations, warranties, covenants and agreements.

9.4    Indemnity Limitations.

(a)    Notwithstanding anything to the contrary contained in this Agreement, the Contributor shall not have any liability for any indemnification under Section 9.3(a)(1): (1) for any individual Loss (e.g., per event or circumstance) unless the amount of such Loss exceeds an amount equal to $50,000 (the “Threshold”), (2) until and unless the aggregate amount of all Losses under Section 9.3(a)(1) for which claim notices are timely delivered by the Purchaser exceeds an amount equal to $500,000 (the “Deductible”) and (3) for any aggregate Losses under Section 9.3(a)(1) in excess of $8,000,000 (the “Cap”), provided that the Contributor’s indemnity obligations under Section 9.3(a)(1) solely with respect to the breach of any Contributor Fundamental Representations, Section 9.3(a)(2) or Section 9.3(a)(3) shall not be limited by this Section 9.4(a).

(b)    Notwithstanding anything to the contrary contained in this Agreement, the Partnership shall not have any liability for any indemnification under Section 9.3(b)(1): (1) for any individual Loss (e.g., per event or circumstance) unless the amount of such Loss exceeds an amount equal to the Threshold, (2) until and unless the aggregate amount of all Losses under Section 9.3(b)(1) for which claim notices are timely delivered by the Contributor exceeds an amount equal to the Deductible and (3) for any aggregate Losses under Section 9.3(b)(1) in excess of the Cap, provided that the Partnership’s indemnity obligations under Section 9.3(b)(1) solely with respect to the breach of any Partnership Fundamental Representations, Section 9.3(b)(2) or Section 9.3(b)(3) shall not be limited by this Section 9.4(b).

(c)    To the extent that any Losses that are subject to this Article 9 are covered by insurance, the indemnified party shall seek recovery under such insurance to the same extent as it would if such Loss were not subject to this Article 9. The obligation of the indemnifying party to the indemnified party against any Losses under this Article 9 shall be reduced by the amount of any insurance proceeds that the indemnified party has actually received (net of reasonable out of pocket expenses incurred in obtaining such recovery, any deductible or self-insured retention and the amount of any retrospective or other current increase in the premiums) from insurers or other third parties with respect to such Losses. If an indemnified party has received any payment for such Loss under this Article 9 from the indemnifying party and then receives such proceeds, such indemnified party shall pay such proceeds to such indemnifying party within ten (10) Business Days after the receipt thereof; provided, however, that such payment to the indemnifying party shall not exceed the amount of such payment by the indemnifying party for such Loss.

(d)    In all cases in which a Person is entitled to be indemnified in accordance with this Agreement, such party shall be under a duty to take all commercially reasonable measures to mitigate all Losses; provided, however, that such party shall not be required to commence or participate in any litigation or offer or grant any accommodation (material or otherwise) to any third parties.

(e)    No Losses may be claimed under Section 9.3(a) by the Partnership Indemnified Parties to the extent such Losses were taken into account pursuant to Section 1.6(b), or are otherwise recovered under any other remedy provided in this Agreement. No Losses may be claimed under Section 9.3(b) by the Contributor Indemnified Parties to the extent such Losses were taken into account pursuant to Section 1.6(c) or Section 1.7 or are otherwise recovered under any other remedy provided in this Agreement.

(f)    For the purposes of this Article 9, the representations and warranties in this Agreement (other than the Contributor Fundamental Representations, the Partnership Fundamental Representations and those representations and warranties set forth in Section 3.7(a) or Section 3.14(b)) shall be deemed to have been made without references to the terms “material,” “materiality,” “Material Adverse Effect” or similar qualifications as to materiality contained in any such representation or warranty.

9.5    Indemnification Procedures.

(a)    A claim for indemnification for any matter not involving a third party claim may be asserted by notice to the party from whom indemnification is sought; provided that failure to so notify the indemnifying party shall not preclude the indemnified party from any indemnification which it may claim in accordance with this Article 9.

(b)    If any indemnified party receives notice of the assertion or commencement of any action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a representative of the foregoing (a “Third Party Claim”) against such indemnified party with respect to which the indemnifying party is obligated to provide indemnification under this Agreement, the indemnified party shall give the indemnifying party reasonably prompt written notice thereof, but in any event not later than 30 calendar days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the indemnifying party of its indemnification obligations, except and only to the extent that the indemnifying party forfeits rights or defenses by reason of such failure. The indemnifying party shall have the right to participate in, or by giving written notice to the indemnified party, to assume the defense of any Third Party Claim at the indemnifying party's expense and by the indemnifying party's own counsel, and the indemnified party shall cooperate in good faith in such defense; provided, that if the indemnifying party is the Contributor, such indemnifying party shall not have the right to defend or direct the defense of any such Third Party Claim that seeks an injunction or other equitable relief against the indemnified party. In the event that the indemnifying party assumes the defense of any Third Party Claim, subject to Section 9.7(c), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the indemnified party. The indemnified party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the indemnifying party's right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the indemnified party, provided, that if in the reasonable opinion of counsel to the indemnified party, (A) there are legal defenses available to an indemnified party that are different from or additional to those available to the indemnifying party; or (B) there exists a conflict of interest between the indemnifying party and the indemnified party that cannot be waived, the indemnifying party shall be liable for the reasonable fees and expenses of counsel to the indemnified party in each jurisdiction for which the indemnified party determines counsel is required. If the indemnifying party elects not to compromise or defend such Third Party Claim, fails to promptly notify the indemnified party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the indemnified party may, subject to Section 9.3(c), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim.

(c)    Notwithstanding any other provision of this Agreement, the indemnifying party shall not enter into settlement of any Third Party Claim without the prior written consent of the indemnified party, except as provided in this Section 9.7(c). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the indemnified party and provides, in customary form, for the unconditional release of each indemnified party from all liabilities and obligations in connection with such Third Party Claim and the indemnifying party desires to accept and agree to such offer, the indemnifying party shall give written notice to that effect to the indemnified party. If the indemnified party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the indemnified party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the indemnifying party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the indemnified party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the indemnifying party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the indemnified party has assumed the defense pursuant to Section 9.7(b), it shall not agree to any settlement without the written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed).

ARTICLE 10.

    MISCELLANEOUS

10.1    Notices. All notices, requests, demands and other communications required or permitted to be given or made hereunder by any party hereto shall be in writing and shall be deemed to have been duly given or made if (a) delivered personally, (b) transmitted by first class registered or certified mail, postage prepaid, return receipt requested, (c) sent by prepaid overnight courier service or (d) sent by electronic mail transmission, with read receipt requested, to the parties at the following addresses (or at such other addresses as shall be specified by the parties by like notice):

Gemini 5 Thirty LP

P.O. Box 891

Midland, Texas 79702

Attention: MGM Oil and Gas Company                                    

Email: mgmoilandgas@gmail.com

with a copy to (which shall not constitute notice):

Porter Hedges LLP

1000 Main, 36^th Floor

Houston, Texas 77002

Attention: E. James Cowen and James T. Thompson

Email:         jcowen@porterhedges.com and

jthompson@porterhedges.com

(ii)    If to the Partnership:

Dorchester Minerals, L.P.

3838 Oak Lawn Avenue, Suite 300

Dallas, Texas 75219

Attention: William Casey McManemin

Email: kcmcmail@msn.com

with a copy to (which shall not constitute notice):

Akin Gump Strauss Hauer & Feld LLP

2300 North Field Street, Suite 1800

Dallas, Texas 75201

Attention: Jesse E. Betts

Email: jbetts@akingump.com

Such notices, requests, demands and other communications shall be effective (x) if delivered personally or sent by courier service, upon actual receipt by the intended recipient, (y) if mailed, the date of delivery as shown by the return receipt therefor or (z) if sent by electronic mail transmission, with read receipt requested, when the answer back is received.

10.2    Entire Agreement. This Agreement, together with the schedules, exhibits, the other Transaction Documents and other writings referred to herein or delivered pursuant hereto, constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

10.3    Binding Effect; Assignment; Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (by operation of law or otherwise) without the prior written consent of the other parties; provided that, notwithstanding anything to the contrary, the Partnership and its successors and permitted assigns may, without the prior written consent of the Contributor, assign all or any portion of their rights under this Agreement and delegate all or any portion of their obligations under this Agreement to one or more third parties. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto and their respective successors and permitted assigns any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

10.4    Severability. If any provision of this Agreement is held to be unenforceable, this Agreement shall be considered divisible and such provision shall be deemed inoperative to the extent it is deemed unenforceable, and in all other respects this Agreement shall remain in full force and effect; provided that if any such provision may be made enforceable by limitation thereof, then such provision shall be deemed to be so limited and shall be enforceable to the maximum extent permitted by Applicable Law.

10.5    Governing Law; Consent to Jurisdiction.

(a)    This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas. Each of the parties submits to the jurisdiction of any state or federal court sitting in the State of Texas, County of Dallas, or, if it has or can acquire jurisdiction, in the United States District Court for the Northern District of Texas, in any action or proceeding arising out of or relating to this Agreement, agrees that all claims in respect of the action or proceeding shall be heard and determined only in any such court, and agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the parties waives any defense of inconvenient forum to maintenance of any action or proceeding so brought.

(b)    ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF TEXAS IN EACH CASE LOCATED IN THE CITY OF DALLAS, TEXAS AND COUNTY OF DALLAS, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY'S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c)    EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.5(c).

10.6    Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only, do not constitute a part of this Agreement and shall not affect in any manner the meaning or interpretation of this Agreement.

10.7    Gender. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.

10.8    References. All references in this Agreement to Articles, Sections and other subdivisions refer to the Articles, Sections and other subdivisions of this Agreement unless expressly provided otherwise. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. Whenever the words “include,” “includes” and “including” are used in this Agreement, such words shall be deemed to be followed by the words “without limitation.” Each reference herein to a schedule or exhibit refers to the item identified separately in writing by the parties hereto as the described schedule or exhibit to this Agreement. All schedules and exhibits are hereby incorporated in and made a part of this Agreement as if set forth in full herein.

10.9    Counterparts. This Agreement may be executed by the parties hereto in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all, the parties hereto.

10.10    Amendment. Any provision of this Agreement (including the Exhibits hereto) may be amended, to the extent permitted by law, if, and only if, such amendment is in writing and signed by the parties hereto.

10.11    Waiver. Any of the parties to this Agreement may (a) waive any inaccuracies in the representations and warranties of the other parties contained herein or in any document, certificate or writing delivered pursuant hereto or (b) waive compliance by the other parties with any of the other’s agreements or fulfillment of any conditions to its own obligations contained herein. Any agreement on the part of a party hereto to any such waiver shall be valid only if set forth in an instrument in writing signed by or on behalf of such party. No failure or delay by a party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

ARTICLE 11.

DEFINITIONS

11.1    Certain Defined Terms. As used in this Agreement, each of the following terms has the meaning given it below:

“Affiliate” shall mean, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, such person.

“Allocated Value” means the number of Common Units set forth on Exhibit A-5 for each Oil and Gas Asset.

“Applicable Environmental Law” shall mean all Applicable Laws pertaining to the protection of the environment (e.g., prevention of pollution and remediation of contamination) and human health and safety, including, without limitation, the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Clean Water Act, 33 U.S.C. § 1251 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2702 et seq.; the Marine Protection, Research, and Sanctuaries Act, 33 U.S.C. § 1401 et seq.; the National Environmental Policy Act, 42 U.S.C. § 4321 et seq.; the Noise Control Act, 42. U.S.C. § 4901 et seq.; the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.; the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. § 6901 et seq., as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act, 42 U.S.C. § 300f et seq.; the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. § 9601 et seq., as amended by the Superfund Amendments and Reauthorization Act; the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. § 11001 et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2011 et seq.; and the Nuclear Waste Policy Act of 1982, 42 U.S.C. § 10101 et seq.; and all analogous applicable state and local Applicable Laws, including, without limitation, Tex. Nat. Res. Code, Title 3 (Oil and Gas) and 16 Tex. Admin. Code. pt. 1 (Railroad Commission of Texas).

“Applicable Law” shall mean any federal, state, local, or municipal statute, law, common law, constitution, ordinance, rule or regulation or any judgment, order, writ, injunction or decree of any Governmental Entity, or any treaty or other legally enforceable directive or requirement, to which a specified person or property is subject.

“Asset Taxes” shall mean ad valorem, property (real, personal or mixed), excise, severance, production, sales, use, or similar Taxes (excluding, for the avoidance of doubt, any Income Taxes and Transfer Taxes) based upon or measured by the ownership or operation of the Properties or the production of hydrocarbons therefrom or the receipt of proceeds therefrom.

“Basic Documents” shall mean (a) all Oil and Gas Leases, and (b) all contracts and agreements that are reasonably necessary to own, explore, develop, operate, maintain or use the Properties in the manner in which they are currently being owned, explored, developed, operated, maintained or used and in accordance with the prudent practices of the oil and gas industry; provided however that “Basic Documents” shall not include that portion of contracts or agreements which relate to the ownership and operation of the surface of the Properties.

“Benefit” means any benefit or interest that cause the Contributor to have a Revenue Interest in any Well, well location or Unit that is greater than set forth in Exhibit A-5.

“Business Day” shall mean a day on which banks are open for the transaction of business in Dallas, Texas.

“Casualty Loss” shall mean, with respect to all or any major portion of any of the Properties, any destruction by fire, blowout, storm or other casualty or any taking, or pending or threatened taking, in condemnation or expropriation or under the right of eminent domain of any of the Properties or portion thereof, in each case prior to the Closing.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Common Unit” shall mean a Common Unit, as defined in the Partnership Agreement.

“Curative Instruments” means curative instruments substantially in the form of Exhibit D.

“Defect” means any burden, Encumbrance, restriction, impairment, irregularity, limitation or other defect (other than a Permitted Encumbrance) that causes (or if not cured, could reasonably be expected to cause) the Contributor to not have Defensible Title to all or any portion of one or more Oil and Gas Assets.

“Defensible Title” means, with respect to a Property, as to the Target Formation, title of the Contributor in and to such Property throughout the life of such Property that is deducible of record (and, with respect to any Unit or Well Location, is evidenced by a pooling, unitization, production sharing or similar agreement or a unit designation or allocation arrangement), which:

(a)    with respect to the Wells, well locations and Units listed on Exhibit A-5, entitles the Contributor (and the Partnership as successor-in-interest to the Contributor) to receive not less than the Revenue Interest for such Well, well location or Unit listed on Exhibit A-5; and

(b)    is free and clear of any and all Encumbrances other than Permitted Encumbrances.

“Encumbrances” shall mean liens, charges, pledges, options, mortgages, deeds of trust, security interests, claims, restrictions (whether on voting, sale, transfer, disposition or otherwise), easements and other encumbrances of every type and description, whether imposed by law, agreement, understanding or otherwise.

“Excluded Taxes” means (a) the following Taxes: (i) all Asset Taxes that relate to the Properties or any employee of the Contributor for any Pre-Reference Date Tax Period, but excluding Pre-Closing Transferred Proceeds Asset Taxes; (ii) all Taxes of, or imposed on, the Contributor that are unrelated to the Properties; and (iii) all Income Taxes and Transfer Taxes of, or imposed on, the Contributor, including to the extent related to the Properties or any employees of the Contributor; and (b) any liability of the Partnership for any Taxes referred to in clause (a) whether imposed directly, as a transferee or successor, pursuant to joint and/or several liability, pursuant to a Contract, by an obligation to withhold or otherwise.

“Fraud” means an actual and intentional fraud with respect to the making of the representations and warranties in Article 2 or Article 3 of this Agreement, provided that such actual and intentional fraud shall only be deemed to exist if any of the individuals included in the definition of “Knowledge” had actual conscious awareness (as opposed to imputed, implied or constructive knowledge) that such representations and warranties, as qualified by the Schedules delivered as of the date of this Agreement, were actually breached when made with the intention that the other party rely thereon to its detriment.

“GAAP” shall mean United States generally accepted accounting principles, consistently applied.

“Governmental Entity” shall mean any court or tribunal in any jurisdiction (domestic or foreign) or any public, governmental, or regulatory body, agency, department, commission, board, bureau or other authority or instrumentality (domestic or foreign).

“Hazardous Materials” shall mean any (i) chemical, constituents, material, pollutant, contaminant, substance or waste that is regulated by any Governmental Entity or may form the basis of liability under any Applicable Environmental Law; (ii) asbestos containing material, lead-based paint, polychlorinated biphenyls, or radon; and (iii) petroleum, Oil and Gas, or petroleum products.

“Income Taxes” means any income, franchise and similar Taxes based upon, measured by, or calculated with respect to gross or net income, profits, capital, or similar measures (or multiple bases, including corporate, franchise, business and occupation, business license, or similar Taxes, if gross or net income, profits, capital, or a similar measure is one of the bases on which such Tax is based, measured, or calculated).

“IRS” shall mean the Internal Revenue Service of the United States.

“Knowledge” means, (a) with respect to the Contributor, the actual knowledge of any of the Persons listed on Schedule 11.1(a); and (b) with respect to the Partnership, the actual knowledge of any of the Persons listed on Schedule 11.1(b).

“Lessee” shall mean any lessee under any Oil and Gas Lease.

“Material Adverse Effect” shall mean with respect to any person, property or asset any adverse change or adverse condition in or relating to the financial condition of such person, including its subsidiaries, property or asset that is material to such person, its subsidiaries, property or asset; provided that any prospective change or changes in the conditions listed above or relating to or resulting from (i) the transactions contemplated by this Agreement (or the announcement of such transactions), (ii) any change or changes in the prices of oil, gas, natural gas liquids or other hydrocarbon products or (iii) general economic conditions or local, regional, national or international oil and gas industry conditions, shall not be deemed to constitute a Material Adverse Effect.

“Oil and Gas” shall mean oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate and all other liquid hydrocarbons, associated gases, vaporous substances or minerals.

“Oil and Gas Lease” shall mean an Oil and Gas lease relating to the Properties and the real and personal property related thereto.

“Other Minerals” shall mean sulphur, lignite, coal, uranium, thorium, iron, geothermal steam, water, carbon dioxide, helium and all other minerals, ores or substances of value whether or not generally produced from a wellbore in conjunction with the production of Oil and Gas.

“Partnership Agreement” shall mean the Amended and Restated Partnership Agreement of the Partnership, as currently in effect.

“Payment Amount” shall mean the amount set forth on Schedule 1.6(c).

“Permits” shall mean licenses, permits, franchises, consents, approvals, variances, exemptions, waivers and other authorizations of or from Governmental Entities or pursuant to any Applicable Law or Applicable Environmental Law.

“Permitted Encumbrances” shall mean (a) liens for Taxes not yet due and payable or, if delinquent, being contested in good faith by appropriate actions set forth on Schedule 3.10; (b) statutory liens (including materialmen’s, mechanic’s, repairmen’s landlord’s, and other similar liens) arising in connection with the ordinary course of business securing payments not yet due and payable or, if delinquent, being contested in good faith by appropriate actions set forth on Schedule 3.10; (c) all rights to consent by, required notices to, filings with, or other actions by Governmental Entities in connection with the sale or conveyance of the Properties or interests therein pursuant to this or to any future transaction if they are not required or customarily obtained prior to the sale or conveyance; (d) all rights reserved to or vested in any Governmental Entity to control or regulate any of the Property in any manner, and all obligations and duties under all Applicable Laws or under any franchise, grant, license or permit issued by any such Governmental Entity; (e) any Defect affecting the Properties which is discharged by the Contributor at or prior to the Closing; (f) any Encumbrance, title defect or other matter (whether or not constituting a Defect) waived by the Partnership pursuant to this Agreement; (g) a defect based solely on (1) lack of information in the Contributor’s files, or (2) references to a document(s) if such document(s) is not in the Contributor’s files and would be reasonably unlikely to cause a Defect; (h) defects arising out of lack of corporate or other entity authorization unless the Partnership provides affirmative written evidence that the action was not authorized and results in another Person’s superior claim of title; (i) defects arising out of lack of survey, unless a survey is required by Applicable Law; (j) defects involving a counterparty no longer in existence or in bankruptcy or receivership that have existed for more than twenty (20) years; (k) defects arising from unreleased instruments absent specific evidence that such instruments continue in force and effect; (l) defects in the chain of title consisting of the failure to recite marital status in a document or omissions of successions of heirship or estate proceedings, unless the Partnership provides affirmative evidence that such failure or omission has resulted in another Person’s superior claim of title; (m) defects involving the lack of evidence of, or other defects with respect to, authorization, execution, delivery, acknowledgement, or approval of any instrument in the Contributor’s chain of title that have existed for more than twenty (20) years, or absent reasonable evidence of an actual claim of superior title from a third Person attributable to such matter; (n) (i) any royalties, back-in interests, reversionary interests, and other burdens, and (ii) the terms, conditions, restrictions, exceptions, reservations, limitations and other matters contained in any contracts, instruments or Oil and Gas Leases binding upon an Oil and Gas Asset, in each case of (i) and (ii), if the net cumulative effect of the foregoing does operate to reduce the Contributor’s Revenue Interest set forth in the respective Exhibit at any time, whether now or in the future; (o) solely with respect to Fee Properties, the ORRI Properties and the NPRI Properties (and excluding, in all cases, the Wells), Encumbrances, irregularities, defects, or loss of title affecting ownership interests in formations other than the applicable Target Formation; provided, however, that this subsection (o) shall not be a Permitted Encumbrance with respect to the Special Warranty; (p) defects, gaps, or irregularities that have been fully cured under any applicable statutes of limitation for adverse possession or for prescription or under marketable title or similar Applicable Laws or standards or the doctrine of laches; (q) defects or irregularities resulting from the failure to record releases of liens that have expired on their own terms or the enforcement of which are barred by applicable statute of limitations, absent reasonable evidence of an actual claim of superior title from a third Person attributable to such matter; and (r) decreases in Revenue Interest resulting from the establishment or amendment from and after the execution date of this Agreement of Units.

“Person” (whether or not capitalized) shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, enterprise, unincorporated organization or Governmental Entity.

“Post-Reference Date Tax Period” means any Tax period (or portion of a Tax period) beginning on or after the day immediately following the Reference Date.

“Pre-Closing Date Tax Period” means any Tax period (or portion of a Tax period) ending on or before the Closing Date.

“Pre-Closing Transferred Proceeds Asset Taxes” means any Asset Taxes attributable to the severance or production of hydrocarbons with respect to the Properties where such severance or production occurred on or before the Reference Date and the asset severed or produced, or the proceeds therefrom, are included in the Properties.

“Pre-Reference Date Tax Period” means any Tax period (or portion of a Tax period) ending on or before the Reference Date.

“Proceedings” shall mean all proceedings, actions, claims, suits, investigations and inquiries by or before any arbitrator or Governmental Entity.

“Reasonable Best Efforts” shall mean a party’s best efforts in accordance with reasonable commercial practice and without the incurrence of unreasonable expense.

“Records” shall mean all data, files or records in the control or possession of the Contributor pertaining to the ownership of the Properties, including but not limited to all abstracts of title, accounting records, property tax records, financial reports and projections, escrow reports, books, contract files, division order files, documents evidencing the prices currently being paid for production, engineering data, geological and geophysical reports, lease files, logs, maps, pressure data, production records, supplemental abstracts of title, title curative materials, title opinions, title reports, notices, evidence of payment, correspondence and other data related to the Properties, including information relating to the commencement or settlement of any disputes or litigation relating to the Properties or the ownership or operation thereof; provided, however, that “Records” shall not include any of the foregoing to the extent that a portion of such records relates to (a) the ownership and operation of the surface of the Properties, (b) the Excluded Properties, (c) except for title opinions, items that may be subject to a valid legal privilege, including any attorney-client or work product privilege; (d) any items that may be subject to restriction pursuant to a contractual obligation, (e) items that are not transferable without payment by the Contributor of additional consideration, (f) all employee and personnel files, and (g) all e-mails and other electronic files on the Contributor’s or its respective Affiliates’ servers and networks relating to any of (a) through (f).

“Reference Date” shall mean October 1, 2021.

“Revenue Interest” means: (a) with respect to any Well or well location, the Contributor’s interest (expressed as a percentage or a decimal) in and to the hydrocarbons produced, saved and sold from or allocated to such Well or well location, and (b) with respect to any Unit, the Contributor’s interest (expressed as a percentage or a decimal) in and to the hydrocarbons produced, saved and sold from or allocated to such Unit including, without limitation, any future well drilled wholly within the boundaries of such Unit.

“Specified Predecessors” means (i) Michelle Mauzy, being the same Person as Joan Michelle Boone Mauzy and Michelle Boone Mauzy, (ii) the Estate of Greg Mauzy, (iii) the Estate of Rita McDonald Knox, (iv) MGM Oil and Gas Company Defined Benefit Plan, (v) Red Oak Royalty, (vi) Joan Michelle Boone Gragg Mauzy, (vii) the Estate of Ruth J. Boone and (viii) MGM Oil and Gas Company.

“Target Formation” means, (a) with respect to a Well, each geological zone and depth open to production and from which Oil and Gas are being produced through such Well, and (b) with respect to well location or Unit listed on Exhibit A-5, the formations and/or depths as set forth for such well location or Unit on Exhibit A-5.

“Tax” or “Taxes” shall mean (a) any and all taxes, assessments, charges, duties, fees, levies, imposts or other similar charges imposed by a Governmental Entity, including all income, franchise, profits, margins, capital gains, capital stock, transfer, gross receipts, sales, use, transfer, service, occupation, ad valorem, real or personal property, excise, severance, windfall profits, customs, premium, stamp, license, payroll, employment, social security, unemployment, disability, environmental, alternative minimum, add-on, value-added, withholding and other taxes, assessments, charges, duties, fees, levies, imposts or other similar charges of any kind, and all estimated taxes, deficiency assessments, additions to tax, penalties and interest, whether disputed or otherwise, and (b) any liability of the Contributor for the payment of any amounts of the type described in clause (a) as a result of any express or implied obligation to indemnify or otherwise assume or succeed to the liability of any other Person as a successor, transferee, by contract, or otherwise.

“Tax Return” shall mean any report, return, election, document, estimated tax filing, declaration, claim for refund, extensions, information returns, or other filing with respect to any Taxes provided to any Governmental Entity including any schedules or attachments thereto and any amendment thereof.

“Transaction Documents” shall mean this Agreement, the Conveyances and any document, agreement, instrument or certificate delivered pursuant hereto.

“Transfer Tax” means all transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with the transactions contemplated under this Agreement.

“Treasury Regulations” shall mean the regulations promulgated by the United States Treasury Department under the Code.

“Unit” shall mean, collectively, a drilling, pooled, spacing, proration, production or enhanced recovery unit formed pursuant to a voluntary unitization, communitization or pooling agreement, or a drilling, spacing, proration, production or enhanced recovery unit formed under or pursuant to law, rule or regulation or other action of a regulatory body having jurisdiction including, without limitation, those referenced on Exhibit A-5 (regardless of whether such units are otherwise included in the scope of this definition).

11.2    Certain Additional Defined Terms. In addition to such terms as are defined in Section 11.1, the following terms are used in this Agreement as defined in the Sections set forth opposite such terms:

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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its representative thereunto duly authorized, as of the date first above written.

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Contribution and Exchange Agreement

EXHIBIT A-1

Fee Properties

[attached]

EXHIBIT A-2

ORRI Properties

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EXHIBIT A-3

NPRI Properties

[attached]

EXHIBIT A-4

Wells

[attached]