Kimbell Royalty Partners, LP 5,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • February 7th, 2017 • Kimbell Royalty Partners, LP • Crude petroleum & natural gas • New York
This letter is delivered to you pursuant to the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by Kimbell Royalty Partners, LP, a Delaware limited partnership (the “Partnership”), as issuer, Kimbell Royalty GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Kimbell Operating Company, LLC, Kimbell Intermediate GP, LLC, Kimbell Intermediate Holdings, LLC, Kimbell GP Holdings, LLC and Raymond James & Associates, Inc., RBC Capital Markets, LLC and Stifel, Nicolaus & Company, Incorporated as the representatives (the “Representatives”) of certain underwriters (the “Underwriters”) named therein. Upon the terms and subject to the conditions of the Underwriting Agreement, the Underwriters intend to effect a public offering of common units representing limited partners interests of the Partnership (the “Units”), as described in and contemplated by the registration statement of the Partnership on Form S-1, Fi
