Joint Filing AgreementJoint Filing Agreement • July 23rd, 2018 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Units representing limited partner interests in Kimbell Royalty Partners, LP and further agree that his joint filing agreement be included as an exhibit to such Schedule 13G.
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KIMBELL ROYALTY GP, LLC A Delaware Limited Liability Company Dated as of February 8, 2017Limited Liability Company Agreement • February 14th, 2017 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas • Delaware
This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Kimbell Royalty GP, LLC (the “Company”), dated as of February 8, 2017, is adopted, executed and agreed to by Kimbell GP Holdings, LLC (“KGPH”), as the sole member of the Company.
Kimbell Royalty Partners, LP 7,250,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • August 4th, 2023 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas • New York
Kimbell Royalty Partners, LP, a Delaware limited partnership (the “Partnership”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 7,250,000 common units representing limited partner interests in the Partnership (“Common Units”). The aggregate of 7,250,000 Common Units to be purchased from the Partnership are called the “Firm Units.” In addition, the Partnership has agreed to sell to the Underwriters, upon the terms and conditions stated herein, up to an additional 1,087,500 Common Units (the “Additional Units”). The Firm Units and the Additional Units are collectively referred to in this Agreement as the “Units.” Citigroup Global Markets Inc. (“Citi”) is acting as the representative of the several Underwriters and in such capacity is referred to in this Agreement as the “Representative.”
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • July 18th, 2018 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas • Texas
THIS CREDIT AGREEMENT is dated as of January 11, 2017, as amended through July 12, 2018, among KIMBELL ROYALTY PARTNERS, LP, a Delaware limited partnership (the “Borrower”), FROST BANK and each of the banks, financial institutions and other lending institutions from time to time parties as lenders hereto (each a “Lender” and, collectively, the “Lenders”), and FROST BANK, as administrative agent for the Lenders (the “Administrative Agent”).
MANAGEMENT SERVICES AGREEMENT by and between DUNCAN MANAGEMENT, LLC AND KIMBELL OPERATING COMPANY, LLCManagement Services Agreement • February 14th, 2017 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas • Texas
MANAGEMENT SERVICES AGREEMENT by and between K3 ROYALTIES, LLC AND KIMBELL OPERATING COMPANY, LLCManagement Services Agreement • February 14th, 2017 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas • Texas
This Management Services Agreement (this “Agreement”) is effective as of February 8, 2017 (“Effective Date”) by and between K3 Royalties, LLC, a Texas limited liability company (the “Manager”), and Kimbell Operating Company, LLC, a Delaware limited liability company (“Kimbell Operating”). The Manager and Kimbell Operating are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KIMBELL ROYALTY PARTNERS, LPKimbell Royalty Partners, LP • February 14th, 2017 • Crude petroleum & natural gas • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KIMBELL ROYALTY PARTNERS, LP, dated as of February 8, 2017, is entered into by and between KIMBELL ROYALTY GP, LLC, a Delaware limited liability company, as the General Partner, and RIVERCREST ROYALTIES, LLC, a Delaware limited liability company, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KIMBELL ROYALTY PARTNERS, LPKimbell Royalty Partners, LP • May 18th, 2022 • Crude petroleum & natural gas • Delaware
THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KIMBELL ROYALTY PARTNERS, LP, dated as of May 18, 2022, is entered into by and among KIMBELL ROYALTY GP, LLC, a Delaware limited liability company, as the General Partner, and with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.
AMENDMENT NO. 2 TO THE MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 12th, 2019 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas
THIS AMENDMENT NO. 2 TO THE MANAGEMENT SERVICES AGREEMENT (this “Amendment”) is executed on December 10, 2018, but made effective as of January 1, 2019 (the “Effective Date”) by and between Steward Royalties, LLC, a Texas limited liability company (the “Manager”), and Kimbell Operating Company, LLC, a Delaware limited liability company (“Kimbell Operating”). The Manager and Kimbell Operating are sometimes referred to in this Amendment each as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO THEManagement Services Agreement • March 9th, 2018 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas
THIS AMENDMENT NO. 1 TO THE MANAGEMENT SERVICES AGREEMENT (this “Amendment”) is executed on March 7, 2018, but made effective as of January 1, 2018 (the “Effective Date”) by and between Steward Royalties, LLC, a Texas limited liability company (the “Manager”), and Kimbell Operating Company, LLC, a Delaware limited liability company (“Kimbell Operating”). The Manager and Kimbell Operating are sometimes referred to in this Amendment each as a “Party” and collectively as the “Parties.”
CREDIT AGREEMENT Dated as of January 11, 2017 among KIMBELL ROYALTY PARTNERS, LP, as the Borrower, The Several Lenders from Time to Time Parties Hereto, FROST BANK, as Administrative Agent and Sole ArrangerCredit Agreement • January 17th, 2017 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas • Texas
THIS CREDIT AGREEMENT is dated as of January 11, 2017, among KIMBELL ROYALTY PARTNERS, LP, a Delaware limited partnership (the “Borrower”), FROST BANK and each of the banks, financial institutions and other lending institutions from time to time parties as lenders hereto (each a “Lender” and, collectively, the “Lenders”), and FROST BANK, as administrative agent for the Lenders (the “Administrative Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 14th, 2023 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of September 13, 2023 (this “Agreement”), is by and among Kimbell Royalty Partners, LP, a Delaware limited partnership (the “Partnership”), and the parties listed on the signature page hereof.
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KIMBELL ROYALTY PARTNERS, LPKimbell Royalty Partners, LP • July 18th, 2018 • Crude petroleum & natural gas • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KIMBELL ROYALTY PARTNERS, LP, dated as of July 12, 2018, is entered into by and among KIMBELL ROYALTY GP, LLC, a Delaware limited liability company, as the General Partner, and with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.
MANAGEMENT SERVICES AGREEMENT by and among KIMBELL ROYALTY PARTNERS, LP, KIMBELL ROYALTY GP, LLC, KIMBELL ROYALTY HOLDINGS, LLC AND KIMBELL OPERATING COMPANY, LLCManagement Services Agreement • February 14th, 2017 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas • Texas
CONTRIBUTION, CONVEYANCE, ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of December 20, 2016 by and among KIMBELL ROYALTY PARTNERS, LP, KIMBELL ROYALTY GP, LLC, KIMBELL INTERMEDIATE GP, LLC, KIMBELL INTERMEDIATE HOLDINGS, LLC, KIMBELL ROYALTY HOLDINGS,...Management Services Agreement • January 6th, 2017 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas • Delaware
THIS CONTRIBUTION, CONVEYANCE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of December 20, 2016 (the “Execution Date”), is entered into by and among Kimbell Royalty Partners, LP, a Delaware limited partnership (the “MLP”), Kimbell Royalty GP, LLC, a Delaware limited liability company and the general partner of the MLP (the “GP”), Kimbell Intermediate GP, LLC, a Delaware limited liability company (“Intermediate GP”), Kimbell Intermediate Holdings, LLC, a Delaware limited liability company (“Intermediate Holdings”), Kimbell Royalty Holdings, LLC, a Delaware limited liability company (“Holdings”), and the Persons (as defined herein) set forth on Exhibit A hereto (each such other Person set forth on Exhibit A, a “Contributing Party” and collectively, the “Contributing Parties”). Each of the Contributors’ Representatives (as defined herein) hereby joins in the execution of this Agreement solely for the purposes of Section 11.9. Each of the Sponsors (as defined herein) h
AMENDMENT NO. 1 TO THE MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 12th, 2019 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas • Delaware
THIS AMENDMENT NO. 1 TO THE MANAGEMENT SERVICES AGREEMENT (this “Amendment”) is executed on December 10, 2018, but made effective as of January 1, 2019 (the “Effective Date”) by and among Kimbell Royalty Partners, LP, a Delaware limited partnership (the “Partnership”), Kimbell Royalty GP, LLC, a Delaware limited liability company and the general partner of the Partnership (together with the Partnership, the “Partnership Parties”), and Kimbell Operating Company, LLC, a Delaware limited liability company (“Kimbell Operating”). The Partnership Parties and Kimbell Operating are sometimes referred to in this Amendment each as a “Party” and collectively as the “Parties.”
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KIMBELL ROYALTY OPERATING, LLCLimited Liability Company Agreement • September 14th, 2023 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KIMBELL ROYALTY OPERATING, LLC (the “Company”), dated as of September 13, 2023, is entered into by and among KIMBELL ROYALTY PARTNERS, LP, a Delaware limited partnership, as Managing Member (the “Managing Member”), and the Non-Managing Members (as defined herein) party hereto.
VOTING AGREEMENT among EIGF AGGREGATOR III LLC TE DRILLING AGGREGATOR LLC HAYMAKER MANAGEMENT, LLC and KIMBELL ROYALTY PARTNERS, LP Dated as of July 12, 2018Voting Agreement • July 18th, 2018 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas • Delaware
THIS VOTING AGREEMENT (this “Agreement”), dated as of July 12, 2018 (the “Effective Date”), is among Kimbell Royalty Partners, LP, a Delaware limited partnership (“Buyer”), EIGF Aggregator III LLC, a Delaware limited liability company (“EIGF”), TE Drilling Aggregator LLC, a Delaware limited liability company (“TE Drilling”), and Haymaker Management, LLC, a Texas limited liability company (together with EIGF and TE Drilling, the “Seller Holders”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties”.
FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KIMBELL ROYALTY PARTNERS, LPKimbell Royalty Partners, LP • September 14th, 2023 • Crude petroleum & natural gas • Delaware
THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KIMBELL ROYALTY PARTNERS, LP, dated as of September 13, 2023, is entered into by and among KIMBELL ROYALTY GP, LLC, a Delaware limited liability company, as the General Partner, and with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.
AMENDMENT NO. 1 TO THEManagement Services Agreement • March 9th, 2018 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas
THIS AMENDMENT NO. 1 TO THE MANAGEMENT SERVICES AGREEMENT (this “Amendment”) is executed on March 7, 2018, but made effective as of January 1, 2018 (the “Effective Date”) by and between K3 Royalties, LLC, a Texas limited liability company (the “Manager”), and Kimbell Operating Company, LLC, a Delaware limited liability company (“Kimbell Operating”). The Manager and Kimbell Operating are sometimes referred to in this Amendment each as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 18th, 2018 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of July 12, 2018 (this “Agreement”), is by and among Kimbell Royalty Partners, LP, a Delaware limited partnership (the “Partnership”), and the holders of common units representing limited partner interests in the Partnership (the “Common Units”) listed on the signature page hereof.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2019 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of March 25, 2019 (this “Agreement”), is by and among Kimbell Royalty Partners, LP, a Delaware limited partnership (the “Partnership”), and the parties listed on the signature page hereof (the “Signing Holders”), and each other Holder on the date hereof.
DIRECTOR UNIT AGREEMENTDirector Unit Agreement • August 14th, 2017 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas • Delaware
This Director Unit Agreement (“Agreement”) between Kimbell Royalty GP, LLC (the “Company”) and (the “Participant”), regarding an award (“Award”) of Units (as defined in the Kimbell Royalty GP, LLC 2017 Long-Term Incentive Plan (the “Plan”)) granted to the Participant on , 20 (the “Grant Date”), such Units subject to the following terms and conditions:
July 11, 2018 Kimbell Royalty Partners, LPLetter Agreement • August 10th, 2018 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas
PORTIONS OF INFORMATION CONTAINED IN THIS AGREEMENT HAS BEEN EXCLUDED FROM THIS AGREEMENT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXCLUDED INFORMATION IS MARKED AS [***] BELOW. TRANSITION...Transition Services Agreement • September 14th, 2023 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas • Delaware
This Transition Services Agreement (this “Agreement”), executed as of August 2, 2023, and effective as of the Closing Date (as defined in the Purchase Agreement (as defined below)) (the “Effective Date”), is by and between FourPoint Energy, LLC (the “Service Provider”) and Kimbell Royalty Operating, LLC, a Delaware limited liability company (“Opco”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties”.
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 7th, 2020 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas
This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT, dated effective for all purposes as of April 17, 2020 (this “Amendment”), is made and entered into by and among NGP XI Mineral Holdings, LLC, a Delaware limited liability company (“NGP”), Springbok Energy Feeder Fund, LLC, a Delaware limited liability company, Springbok Energy Feeder Fund A, LLC, a Delaware limited liability company, Springbok Investments, LLC, a Delaware limited liability company, Jasmine Interests, LLC, a Texas limited liability company, KLF Red Head Oil and Gas LLC, an Oklahoma limited liability company, Fielding and Rita Claytor, each a resident of the State of Texas, Silver Spur Resources, LLC, a Texas limited liability company, Virginia Altick, a resident of the State of Texas, Springbok Class B Vehicle, LP, a Delaware limited partnership (each of the foregoing, an “SEP Seller,” and collectively, the “SEP Sellers” and, together with NGP, collectively, the “Sellers” and each a “Seller”), Springbok Investment M
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KIMBELL ROYALTY OPERATING, LLCLimited Liability Company Agreement • May 18th, 2022 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KIMBELL ROYALTY OPERATING, LLC (the “Company”), dated as of May 18, 2022, is entered into by and among KIMBELL ROYALTY PARTNERS, LP, a Delaware limited partnership, as Managing Member (the “Managing Member”), and the Non-Managing Members (as defined herein) party hereto.
BOARD REPRESENTATION AND OBSERVATION AGREEMENTBoard Representation and Observation Agreement • July 18th, 2018 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas • Delaware
This Board Representation and Observation Agreement (this “Agreement”) dated as of July 12, 2018, by and among Kimbell Royalty Partners, LP, a Delaware limited partnership (the “Partnership”), Kimbell Royalty GP, LLC, a Delaware limited liability company (the “General Partner”), Kimbell GP Holdings, LLC a Delaware limited liability company (“Kimbell Holdings” and, together with the Partnership and the General Partner, the “Kimbell Entities”), and AA Direct, L.P., a Delaware limited partnership, AP KRP Holdings, L.P., a Delaware limited partnership, AIE III Investments, L.P., a Delaware limited partnership, Apollo Kings Alley Credit SPV, L.P., a Delaware limited partnership, Apollo SPN Investments I (Credit), LLC, a Delaware limited liability company, Apollo Thunder Partners, L.P., a Delaware limited partnership, ATCF SPV, L.P., a Delaware limited partnership, Apollo Union Street SPV, L.P., a Delaware limited partnership, Zeus Investments, L.P., a Delaware limited partnership and Apollo
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 26th, 2019 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas
This AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated as of March 25, 2019 by and among PEP I Holdings, LLC, a Delaware limited liability company (“Phillips I Seller”), PEP II Holdings, LLC, a Delaware limited liability company (“Phillips II Seller”) and PEP III Holdings, LLC, a Delaware limited liability company (“Phillips III Seller” and together with Phillips I Seller and Phillips II Seller, each a “Seller” and collectively, the “Sellers”), Kimbell Royalty Partners, LP, a Delaware limited partnership (“KRP”), and Kimbell Royalty Operating, LLC, a Delaware limited liability company (“Opco” and together with KRP, the “Purchasers”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement, dated February 6, 2019, by and among the Sellers and the Purchasers (the “Securities Purchase Agreement”).
TRANSITION SERVICES AGREEMENT by and between HAYMAKER SERVICES, LLC AND KIMBELL ROYALTY PARTNERS, LP JULY 12, 2018Transition Services Agreement • July 18th, 2018 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas • Texas
This Transition Services Agreement (this “Agreement”), dated as of July 12, 2018 (the “Effective Date”), is by and between Haymaker Services, LLC, a Delaware limited liability company (the “Service Provider”), and Kimbell Royalty Partners, LP, a Delaware limited partnership (“Buyer”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties”.
KIMBELL ROYALTY GP, LLC RESTRICTED UNIT AGREEMENTRestricted Unit Agreement • May 11th, 2017 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas • Delaware
This Restricted Unit Agreement (“Agreement”) between Kimbell Royalty GP, LLC (the “Company”) and (the “Participant”), regarding an award (“Award”) of Restricted Units (as defined in the Kimbell Royalty GP, LLC 2017 Long-Term Incentive Plan (the “Plan”)) granted to the Participant on , 20 (the “Grant Date”), such number of Restricted Units subject to adjustment as provided in the Plan, and further subject to the following terms and conditions:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 28th, 2018 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of December 20, 2018 (this “Agreement”), is by and among Kimbell Royalty Partners, LP, a Delaware limited partnership (the “Partnership”), Rivercrest Capital Partners LP, a Delaware limited partnership (“Rivercrest Capital”), Kimbell Art Foundation, a Texas non-profit corporation (the “Foundation”), Cupola Royalty Direct, LLC, a Delaware limited liability company (“Cupola”), and Rivercrest Royalties Holdings II, LLC, a Delaware limited liability company (“Rivercrest II” and, together with Rivercrest Capital, the Foundation and Cupola, the “Sellers”).
SERIES A PREFERRED UNIT PURCHASE AGREEMENT among KIMBELL ROYALTY PARTNERS, LP, and THE SEVERAL PURCHASERS PARTY HERETO August 2, 2023Registration Rights Agreement • August 2nd, 2023 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas • Delaware
This Series A Preferred Unit Purchase Agreement, dated as of August 2, 2023 (this “Agreement”), is entered into by and among Kimbell Royalty Partners, LP, a Delaware limited partnership (the “Partnership”), Apollo Accord+ Aggregator A, L.P., Apollo Accord V Aggregator A, L.P., Apollo Defined Return Aggregator A, L.P., Apollo Calliope Fund, L.P., Apollo Excelsior, L.P., Apollo Credit Strategies Master Fund Ltd., Apollo Atlas Master Fund, LLC, Apollo Union Street SPV, L.P., Host Plus PTY Limited - Accord, Apollo Delphi Fund, L.P., Apollo Royalties Partners I, L.P., AHVF (AIV), L.P., AHVF Intermediate Holdings, L.P., AHVF TE/892/QFPF (AIV), L.P. and ACMP Holdings, LLC (such entities listed after the Partnership, each, a “Purchaser” and collectively, the “Purchasers”).
RECAPITALIZATION AGREEMENT BY AND AMONG KIMBELL ROYALTY PARTNERS, LP KIMBELL ROYALTY GP, LLC KIMBELL ROYALTY OPERATING, LLC HAYMAKER MINERALS & ROYALTIES, LLC EIGF AGGREGATOR III LLC TE DRILLING AGGREGATOR LLC HAYMAKER MANAGEMENT, LLC KIMBELL ART...Recapitalization Agreement • July 27th, 2018 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas • Delaware
This Recapitalization Agreement (this "Agreement"), dated as of July 24, 2018 (the "Effective Date"), is by and among Haymaker Minerals & Royalties, LLC, a Delaware limited liability company ("Haymaker Minerals"), EIGF Aggregator III LLC, a Delaware limited liability company ("EIGF"), TE Drilling Aggregator LLC, a Delaware limited liability company ("TE Drilling"), Haymaker Management, LLC, a Texas limited liability company ("Haymaker Management"), the Kimbell Art Foundation, a Texas non-profit corporation (each a "Transferor," and collectively, the "Transferors"), solely for the purpose of Section 2.2(b) of this Agreement, Haymaker Resources, LP, a Delaware limited partnership ("Haymaker Resources"), and Kimbell Royalty Partners, LP, a Delaware limited partnership (the "Partnership"), Kimbell Royalty GP, LLC, a Delaware limited liability company (the "General Partner"), and Kimbell Royalty Operating, LLC, a Delaware limited liability company (the "Operating Company"). The Transferors,
SECURITIES PURCHASE AGREEMENT by and among PEP I HOLDINGS, LLC,Securities Purchase Agreement • February 12th, 2019 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), is dated as of February 6, 2019 (“Execution Date”), by and among PEP I Holdings, LLC, a Delaware limited liability company (“Phillips I Seller”), PEP II Holdings, LLC, a Delaware limited liability company (“Phillips II Seller”) and PEP III Holdings, LLC, a Delaware limited liability company (“Phillips III Seller” and together with Phillips I Seller and Phillips II Seller, each a “Seller” and collectively, the “Sellers”), Kimbell Royalty Partners, LP, a Delaware limited partnership (“KRP”), and Kimbell Royalty Operating, LLC, a Delaware limited liability company (“Opco” and together with KRP, each a “Purchaser” and collectively, the “Purchasers”). Each Seller and each Purchaser are sometimes referred to individually as a “Party” and collectively as the “Parties.”
