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,
