0001104659-19-017199 Sample Contracts

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration 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.

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AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
Securities 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”).

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