July 11, 2018 Kimbell Royalty Partners, LP

Exhibit 10.9

July 11, 2018

Xxxxxxx Royalty Partners, LP

000 Xxxxxx Xxxxxx, Xxxxx 000

Xxxx Xxxxx, XX 00000

Email: Xxxxx@xxxxxxxxx.xxx

Facsimile: (000) 000-0000

Attention: X. Xxxxx Xxxxxxx

Re:      First Amendment to Securities Purchase Agreements

Ladies and Gentlemen:

Reference is made to that certain Securities Purchase Agreement, dated as of May 28, 2018 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “HR Purchase Agreement”), among Xxxxxxxx Resources, LP, Xxxxxxxx Services, LLC (“Services”) (solely for the purpose of Section 6.20 therein) and Xxxxxxx Royalty Partners, LP (“Buyer”) and that certain Securities Purchase Agreement, dated as of May 28, 2018 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “HM Purchase Agreement” and, together with the HR Purchase Agreement, the “Purchase Agreements” and each a “Purchase Agreement”), among Xxxxxxxx Minerals & Royalties, LLC, Services (solely for the purpose of Section 6.20 therein) and Buyer. Capitalized terms used in this letter agreement (this “Agreement”) but not otherwise defined in this Agreement shall have the respective meanings assigned to such terms in the applicable Purchase Agreement. Effective as of July 11, 2018, the undersigned, as applicable, hereby agree to amend each Purchase Agreement as follows:

Section 2.9 of each of the Purchase Agreement is amended and restated to include a post-closing adjustment with respect to the Cash Amount as of the Closing Date set forth in Section 2.2(a)(i) thereof by amending and restating clause (i) of Section 2.9(a) to state as follows:

“(i) the final amounts described in Sections 2.2(a)(i),  2.2(a)(ii),  2.2(a)(iii),  2.2(b)(i),  2.2(b)(ii) and 2.2(b)(iii), the portion of the Payoff Amount directly funded by Buyer and the amount of any Seller Transaction Expenses actually funded by Buyer, in each case as of or on the Closing Date, as applicable,”

Except as expressly amended hereby, all of the terms, covenants, and other provisions of the Purchase Agreements remain in full force and effect and remain legal, valid and binding obligations of each party thereto enforceable in accordance with the terms of the applicable Purchase Agreement.

The provisions of Sections 10.1, 10.2, 10.5 and 10.7 through 10.14 (inclusive) of the Purchase Agreements are hereby incorporated into this Agreement by reference, mutatis mutandis.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A signed copy of this Agreement delivered by e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

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Please confirm that the foregoing is in accordance with your understanding by signing and returning to us the enclosed copy of this Agreement, which shall become a binding agreement upon our receipt.

	Sincerely,
	XXXXXXXX RESOURCES, LP
	By:	Xxxxxxxx Resources GP, LLC
	Its:	General Partner
	By:	/s/ Xxxxxxxx Xxxx
	Name:	Xxxxxxxx Xxxx
	Title:	Vice President
	XXXXXXXX MINERALS & ROYALTIES, LLC
	By:	/s/ Xxxxxxx Xxxxxxxxx
	Name:	Xxxxxxx Xxxxxxxxx
	Title:	Chief Financial Officer and General Counsel
	Solely for the limited purpose of Section 6.20 of the Purchase Agreements:
	XXXXXXXX SERVICES, LLC
	By:	/s/ Xxxxxxx Xxxxxxxxx
	Name:	Xxxxxxx Xxxxxxxxx
	Title:	Chief Financial Officer and General Counsel

[Signature Page to Letter Agreement – First Amendment to Securities Purchase Agreements]

AGREED TO AND ACCEPTED BY:
XXXXXXX ROYALTY PARTNERS, LP
By:	Xxxxxxx Royalty GP, LLC
Its:	General Partner
By:	/s/ X. Xxxxx Xxxxxxx
Name:	X. Xxxxx Xxxxxxx
Title:	President and Chief Financial Officer

[Signature Page to Letter Agreement – First Amendment to Securities Purchase Agreements]