WARRANT AGREEMENT between KIMBELL TIGER ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of February 3, 2022Warrant Agreement • February 8th, 2022 • Kimbell Tiger Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 3, 2022, is by and between Kimbell Tiger Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent” and also referred to herein as the “Transfer Agent”).
Kimbell Tiger Acquisition Corporation 777 Taylor St., Suite 810 Fort Worth, Texas 76102Kimbell Tiger Acquisition Corp • June 11th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on May 10, 2021 by and between Kimbell Tiger Acquisition Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Kimbell Tiger Acquisition Corporation, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase (i) 5,750,100 shares of Class B common stock, $0.0001 par value per share (the “Class B Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriter of the initial public offering (“IPO”) of units (“Units”) of the Company does not fully exercise its over-allotment option (the “Over-allotment Option”), and (ii) 2,500 shares of Class A common stock, $0.0001 par value per share (the “Class A Shares” and, together with the Class B Shares, the “Shares”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 8th, 2022 • Kimbell Tiger Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of February 3, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Kimbell Tiger Acquisition Corporation, a Delaware corporation (the “Company”), and Kimbell Tiger Acquisition Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • February 8th, 2022 • Kimbell Tiger Acquisition Corp • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of February 3, 2022, by and between Kimbell Tiger Acquisition Corporation, a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 8th, 2022 • Kimbell Tiger Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 3, 2022, is made and entered into by and among Kimbell Tiger Acquisition Corporation, a Delaware corporation (the “Company”), Kimbell Tiger Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2, a “Holder” and collectively the “Holders”).
KIMBELL TIGER ACQUISITION CORPORATION 20,000,000 Units Underwriting AgreementUnderwriting Agreement • February 8th, 2022 • Kimbell Tiger Acquisition Corp • Blank checks • New York
Kimbell Tiger Acquisition Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.” To the extent that there are no additional Underwriters listed on Schedule 1 other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KIMBELL TIGER OPERATING COMPANY, LLC DATED AS OF [●], 2022Limited Liability Company Agreement • January 28th, 2022 • Kimbell Tiger Acquisition Corp • Blank checks • Delaware
This Amended and Restated Limited Liability Company Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of [●], 2022, by and among Kimbell Tiger Operating Company, LLC, a Delaware limited liability company (the “Company”), Kimbell Tiger Acquisition Corporation, a Delaware corporation (“PubCo”), Kimbell Tiger Acquisition Sponsor, LLC, a Delaware limited liability company (“Tiger Sponsor”), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
February 3, 2022 Kimbell Tiger Acquisition Corporation Fort Worth, Texas 76102 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 8th, 2022 • Kimbell Tiger Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Kimbell Tiger Acquisition Corporation, a Delaware corporation (the “Company”), and UBS Investment Bank, (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 File No. 333-258260, and the prospectus (the “Prospectus
Kimbell Tiger Operating Company, LLC 777 Taylor St., Suite 810 Fort Worth, Texas 76102Kimbell Tiger Acquisition Corp • January 28th, 2022 • Blank checks • New York
This agreement (the “Agreement”) is entered into on May 10, 2021 by and between Kimbell Tiger Acquisition Corporation, a Delaware corporation (the “Subscriber” or “you”), and Kimbell Tiger Operating Company, LLC, a Delaware limited liability company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,500 Class A units of the Company (the “Units”). The Company and the Subscriber’s agreements regarding such Units are as follows:
KIMBELL TIGER OPERATING COMPANY, LLC 777 Taylor St. Fort Worth, Texas 76102 February 3, 2022Kimbell Tiger Acquisition Corp • February 8th, 2022 • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 8th, 2022 • Kimbell Tiger Acquisition Corp • Blank checks • New York
KIMBELL TIGER OPERATING COMPANY, LLC 777 Taylor St. Fort Worth, Texas 76102Kimbell Tiger Acquisition Corp • July 29th, 2021 • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 29th, 2021 • Kimbell Tiger Acquisition Corp • Blank checks • New York
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KIMBELL TIGER OPERATING COMPANY, LLCLimited Liability Company Agreement • February 8th, 2022 • Kimbell Tiger Acquisition Corp • Blank checks • Delaware
This Amended and Restated Limited Liability Company Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of February 3, 2022, by and among Kimbell Tiger Operating Company, LLC, a Delaware limited liability company (the “Company”), Kimbell Tiger Acquisition Corporation, a Delaware corporation (“PubCo”), Kimbell Tiger Acquisition Sponsor, LLC, a Delaware limited liability company (“Tiger Sponsor”), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
