Acquisition Uses in Definitions Clause

Definitions from Employment Agreement

THIS EMPLOYMENT AGREEMENT (this Agreement) is made and entered into as of February 21, 2017 (the Effective Date) by and between ATHENEX, INC., a company existing under the laws of Delaware having its principal office at Conventus Building, 1001 Main Street, Suite 600, Buffalo, New York 14203 (the Company), and J. Nick Riehle, an individual residing at ### ####### #### #######, #### #####, ## #####, USA (Executive).

Definitions. Affiliate shall mean any of the following: (a) any affiliate as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended, (b) any individual or entity who directly or indirectly controls, is controlled by or is under common control with the specified individual or entity, and (c) any pair of entities or an individual and an entity in which one of the two parties (in such pair) owns, directly or indirectly, at least twenty percent (20%) of the outstanding equity interests of the other party. Cause shall mean (i) documented nonperformance or nonperformance of the Executive Duties, or refusal to abide by or comply with the reasonable directives of the CEO, or the Companys policies and procedures that continues without cure or remedy for thirty (30) days after the CEO has given written notice to Executive specifying in reasonable detail the manner in which Executive has failed to perform such duties or comply with such directions, (ii) conviction for, or plea of nolo contendere to, any felony causing material harm to the Company or the reputation of the Company, or any other conviction for, or plea of nolo contendere to, any act or omission involving fraud, theft or embezzlement, (iii) the commission of any other act or omission involving fraud with respect to the Company or any of its Affiliates that could reasonably constitute a crime under applicable law based on the facts and circumstances as alleged, (iv) a breach by the Executive of Sections 5 or 6 of this Agreement (v) the commission of any act that is in breach of Executives fiduciary duties of care or loyalty to Company, (vi) gross negligence or willful misconduct with respect to the Company or any of its Affiliates that continues without cure or remedy for thirty (30) days after the CEO has given written notice to Executive specifying in reasonable detail the manner in which Executive has engaged in gross negligence or willful misconduct with respect to the Company or any of its Affiliates, or (vii) a breach by Executive of any other material provision of this Agreement that is not susceptible to remedy or cure, or if susceptible to remedy or cure, that is not cured or remedied and continues beyond thirty (30) days after the CEO has given written notice to Executive specifying in reasonable detail the manner in which Executive has breached this Agreement. Change in Control shall mean (i) any merger, reorganization, or consolidation transaction or series of transactions, whether or not Athenex is the surviving or continuing corporation in such transaction; provided that such transaction or series of related transactions shall not be a Change in Control if the holders of the equity interests in Athenex immediately prior to such transaction or transactions will, immediately after such transaction or transactions (by virtue of securities issued as consideration for the transaction or otherwise) hold at least fifty percent (50%) of the voting power of the surviving, continuing or purchasing entity; or (B) any sale, lease or other disposition of all or substantially all of the assets (tangible or intangible) of Athenex; or (C) any transfer, or series of related transfers, of at least 50% of the outstanding equity interests of Athenex, other than to Affiliates of Athenex and/or the existing stockholders; and (D) Dr. Johnson Lau is not in the Chief Executive Officer Position within three years of the execution of this agreement. Competitive Business shall mean any business or enterprise engaged in or contemplated to be engaged in the manufacturing of active pharmaceutical ingredients. Confidential Information includes, but is not limited to, proprietary information, Intellectual Property, technical data, and trade secrets concerning or consisting of research, development, manufacturing and production of pharmaceutical products and/or medical devices, product plans, products, services, customer proposals and contracts, customer lists and customers (including, but not limited to, customers of the Company or any of the Companys Affiliates on whom Executive called or with whom Executive became acquainted during the course of employment), requirements and contact information of customers and suppliers, customer leads, data, markets, software, programs, source codes and object codes, developments, inventions, processes, designs, product designs, drawing, engineering, hardware configuration information, formulas, formulations, prototypes, products, compositions, manuals, research, studies, equipment, machines, blueprints, specifications, discoveries, concepts, patent applications, technology, licenses, trade secrets, know-how, techniques, original works of authorship and any other information of a similar nature, whether or not patentable or copyrightable, documents or data stamped Confidential, marketing plans, this Agreement, any document related to the Acquisition, finances or other business information or strategies disclosed to Executive, eit

Definitions from Employment Agreement

THIS EMPLOYMENT AGREEMENT (this Agreement) is made and entered into as of February 21, 2017 (the Effective Date) by and between ATHENEX, INC., a company existing under the laws of Delaware having its principal office at Conventus Building, 1001 Main Street, Suite 600, Buffalo, New York 14203 (the Company), and Dr. Rudolf Min-Fun Kwan, an individual residing at # ##### #### ######, ######, ## #####, USA (Executive).

Definitions. Affiliate shall mean any of the following: (a) any affiliate as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended, (b) any individual or entity who directly or indirectly controls, is controlled by or is under common control with the specified individual or entity, and (c) any pair of entities or an individual and an entity in which one of the two parties (in such pair) owns, directly or indirectly, at least twenty percent (20%) of the outstanding equity interests of the other party. Cause shall mean (i) documented nonperformance or nonperformance of the Executive Duties, or refusal to abide by or comply with the reasonable directives of the CEO, or the Companys policies and procedures that continues without cure or remedy for thirty (30) days after the CEO has given written notice to Executive specifying in reasonable detail the manner in which Executive has failed to perform such duties or comply with such directions, (ii) conviction for, or plea of nolo contendere to, any felony causing material harm to the Company or the reputation of the Company, or any other conviction for, or plea of nolo contendere to, any act or omission involving fraud, theft or embezzlement, (iii) the commission of any other act or omission involving fraud with respect to the Company or any of its Affiliates that could reasonably constitute a crime under applicable law based on the facts and circumstances as alleged, (iv) a breach by the Executive of Sections 5 or 6 of this Agreement (v) the commission of any act that is in breach of Executives fiduciary duties of care or loyalty to Company, (vi) gross negligence or willful misconduct with respect to the Company or any of its Affiliates that continues without cure or remedy for thirty (30) days after the CEO has given written notice to Executive specifying in reasonable detail the manner in which Executive has engaged in gross negligence or willful misconduct with respect to the Company or any of its Affiliates, or (vii) a breach by Executive of any other material provision of this Agreement that is not susceptible to remedy or cure, or if susceptible to remedy or cure, that is not cured or remedied and continues beyond thirty (30) days after the CEO has given written notice to Executive specifying in reasonable detail the manner in which Executive has breached this Agreement. Change in Control shall mean (i) any merger, reorganization, or consolidation transaction or series of transactions, whether or not Athenex is the surviving or continuing corporation in such transaction; provided that such transaction or series of related transactions shall not be a Change in Control if the holders of the equity interests in Athenex immediately prior to such transaction or transactions will, immediately after such transaction or transactions (by virtue of securities issued as consideration for the transaction or otherwise) hold at least fifty percent (50%) of the voting power of the surviving, continuing or purchasing entity; or (B) any sale, lease or other disposition of all or substantially all of the assets (tangible or intangible) of Athenex; or (C) any transfer, or series of related transfers, of at least 50% of the outstanding equity interests of Athenex, other than to Affiliates of Athenex and/or the existing stockholders; and (D) Dr. Johnson Lau is not the Chief Executive Officer Position within three years of the execution of this agreement. Competitive Business shall mean any business or enterprise engaged in or contemplated to be engaged in the manufacturing of active pharmaceutical ingredients. Confidential Information includes, but is not limited to, proprietary information, Intellectual Property, technical data, and trade secrets concerning or consisting of research, development, manufacturing and production of pharmaceutical products and/or medical devices, product plans, products, services, customer proposals and contracts, customer lists and customers (including, but not limited to, customers of the Company or any of the Companys Affiliates on whom Executive called or with whom Executive became acquainted during the course of employment), requirements and contact information of customers and suppliers, customer leads, data, markets, software, programs, source codes and object codes, developments, inventions, processes, designs, product designs, drawing, engineering, hardware configuration information, formulas, formulations, prototypes, products, compositions, manuals, research, studies, equipment, machines, blueprints, specifications, discoveries, concepts, patent applications, technology, licenses, trade secrets, know-how, techniques, original works of authorship and any other information of a similar nature, whether or not patentable or copyrightable, documents or data stamped Confidential, marketing plans, this Agreement, any document related to the Acquisition, finances or other business information or strategies disclosed to Executive, either

DEFINITIONS from Management Agreement

This ADVISORY MANAGEMENT AGREEMENT (this "Agreement") is entered into on February 10, 2017, among BEHRINGER HARVARD OPPORTUNITY REIT I, INC., a Maryland corporation (the "Company"), BEHRINGER HARVARD OPPORTUNITY OP I LP, a Texas limited partnership (the "Operating Partnership"), and LSG-BH I ADVISOR LLC, a Delaware limited liability company (the "Advisor").

DEFINITIONS. The following defined terms used in this Agreement shall have the respective meanings specified below:2%/25% Guidelines. Has the meaning set forth in Section 3.04 hereof. Acquisition Expenses (organization) values">Acquisition Expenses. Any and all expenses incurred by the Company, the Advisor, or any Affiliate of either in connection with the selection or acquisition of any Asset, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, and title insurance premiums, but excluding any costs associated with Advisor Personnel performing Due Diligence Services. Acquisition Expenses paid by the Advisor or any Affiliate on behalf of the Company will be reimbursed by the Company in accordance with the terms of Section 3.02(a)(ii) unless otherwise provided therein.Acquisition and Advisory Fees. The fees payable to the Advisor pursuant to Section 3.01(b).Acquisition Fees. Any and all fees and commissions, exclusive of Acquisition Expenses, paid by any Person to any other Person (including any fees or commissions paid by or to any Affiliate of the Company or the Advisor) in connection with making or investing in Mortgages or the purchase, development or construction of an Asset, including, without limitation, Acquisition and Advisory Fees, real estate commissions, selection fees, Development Fees, Construction Fees, non-recurring management fees, Loan fees, points, any other fees of a similar nature or any fees and commissions paid by any Person to any other Person in connection with and substantially contemporaneously with any Property Improvement. Excluded shall be Development Fees and Construction Fees paid to any Person not affiliated with the Advisor in connection with the actual development and construction of any Property.Advisor. LSG-BH I Advisor LLC, a Delaware limited liability company, any successor advisor to the Company, or any Person to which LSG-BH I Advisor LLC or any successor advisor subcontracts all or substantially all of its functions.Advisor Personnel. Any person employed by the Advisor or any Affiliate of the Advisor who performs services on behalf of the Advisor for or to the Company, excluding those persons who also serve as an executive officer of the Company.Affiliate or Affiliated. Except as otherwise provided herein, with respect to any Person, any other Person which, at the time of determination, directly or indirectly controls, is controlled by or is under common control with, such Person. For the purposes of this definition, "control" (including, with correlative meaning, the terms "controlling," "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of such Person through the ownership of voting securities, by contract or otherwise. There shall be no presumption that (i) a Person that holds less than a majority ownership interest with respect to any other Person directly or indirectly controls such other Person, and (ii) an individual who is an officer or a director of another Person directly and indirectly controls such other Person.Aggregate Asset Value. The aggregate book value of the Assets at the time of measurement before deducting depreciation, bad debts or other similar non-cash reserves and without reduction for (i) any debt secured by or relating to such Assets, (ii) any impairment charges in respect of the Assets or (iii) provisions for losses taken in respect of Loans. For purposes of calculating the Aggregate Asset Value, the value of any individual Asset owned through any Joint Venture shall be equal to the product of (A) the book value of that Asset, calculated as provided for in the preceding sentence, and (B) the Ownership Percentage.Alexan Black Mountain. The Company's mezzanine loan investment related to the development of multifamily community located at 320 Conestoga Way, Henderson, Nevada and commonly known as "Alexan Black Mountain."Appraised Value. The fair market value of an Asset as reported in an appraisal made by an Independent Appraiser.Articles of Incorporation. The Second Articles of Amendment and Restatement of the Company, approved by the Stockholders on July 24, 2008 and filed with the Maryland State Department of Assessments and Taxation in accordance with the Maryland General Corporation Law, as amended or restated from time to time.Assets. Properties, Mortgages and other direct or indirect investments in equity interests in or Loans secured by or otherwise relating to Real Property (other than investments in bank accounts, money market funds or other current assets, whether of the proceeds from an Offering or the sale of an Asset or otherwise) owned by the Company, directly or indirectly through one or more of its Affiliates or Joint Ventures but excluding Royal Island and Alexan Black Mountain.Asset Management Fee.

DEFINITIONS from Management Agreement

This ADVISORY MANAGEMENT AGREEMENT (this "Agreement") is entered into on February 10, 2017, among BEHRINGER HARVARD OPPORTUNITY REIT II, INC., a Maryland corporation (the "Company"), BEHRINGER HARVARD OPPORTUNITY OP II LP, a Texas limited partnership (the "Operating Partnership"), and LSG-BH II ADVISOR LLC, a Delaware limited liability company (the "Advisor").

DEFINITIONS. The following defined terms used in this Agreement shall have the meanings specified below:Acquisition Expenses. A non-accountable acquisition expense reimbursement in the amount of: (i) 0.25% of the funds paid for purchasing an Asset, including any debt attributable to the Asset, plus 0.25% of the funds budgeted for development, construction or improvement in the case of Assets that the Company acquires and intends to develop, construct or improve or (ii) 0.25% of the funds advanced in respect of a loan or other investment. Acquisition Expenses also include any investment-related expenses due to third parties in the case of a completed investment, including legal fees and expenses, travel and communications expenses, costs of appraisals, accounting fees and expenses, third-party brokerage or finder's fees, title insurance, premium expenses and other closing costs. Acquisition Expenses also include any payments approved in advance by the Board, and made to (i) a prospective seller of an asset, (ii) an agent of a prospective seller of an asset, or (iii) a party that has the right to control the sale of an asset intended for investment by the Company that are not refundable and that are not ultimately applied against the purchase price for such asset.Acquisition and Advisory Fees. The fees payable to the Advisor pursuant to Section 3.01(b).Acquisition Fees. Any and all fees and commissions, exclusive of Acquisition Expenses but including the Acquisition and Advisory Fees, paid by any Person to any other duly qualified and licensed Person (including any fees or commissions paid by or to any duly qualified and licensed Affiliate of the Company or the Advisor) in connection with making or investing in Mortgages or other loans or the purchase, development or construction of an Asset, including, without limitation, real estate commissions, selection fees, investment banking fees, third party seller's fees (to the extent the Company agrees to pay any such fees as part of an acquisition), Development Fees, Construction Fees, non-recurring management fees, loan fees, points or any other fees of a similar nature. Excluded shall be Development Fees and Construction Fees paid to any Person not affiliated with the Advisor in connection with the actual development and construction of any Property.Advisor. LSG-BH II Advisor LLC, a Delaware limited liability company, any successor advisor to the Company, or any Person to which LSG-BH II Advisor LLC or any successor advisor subcontracts all or substantially all of its functions.Advisor Indemnified Party. Has the meaning set forth in Section 5.01 hereof.Advisor Payments. Has the meaning set forth in Section 3.03 hereof.70355208v5Advisor Personnel. Any person employed by the Advisor or any Affiliate of the Advisor who performs services on behalf of the Advisor for the Company, excluding those persons who also serve as an executive officer of the Company.AFD Personnel. Advisor Personnel who are a subset of Advisor Personnel and provide AFD Services. AFD Services. Services provided by Advisor Personnel in connection with the acquisition, financing, or disposition of Assets. AFD Services include management of the acquisition, financing, and disposition processes, and performance of services in support of acquisition, financing, and disposition transactions, including (1) review and preparation of due diligence materials associated with the transactions, (2) supervision or performance of site visits and tenant interviews, (3) review of rent rolls, (4) verification of leases and other contracts relating to the ownership, capital structure or operations of an Asset, and (5) review of environmental and property condition reports.Affiliate or Affiliated. As to any Person, (i) any Person directly or indirectly owning, controlling, or holding, with the power to vote, 10% or more of the outstanding voting securities of such other Person; (ii) any Person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held, with power to vote, by such other Person; (iii) any Person, directly or indirectly, controlling, controlled by, or under common control with such other Person; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner.Articles of Incorporation. The Articles of Incorporation of the Company filed with the Maryland State Department of Assessments and Taxation in accordance with the Maryland General Corporation Law, as amended or restated from time to time.Assets. Properties, Mortgages, loans and other direct or indirect investments (other than investments in bank accounts, money market funds or other current assets) owned by the Company, directly or indirectly through one or more of its Affiliates or Joint Ventures or through other investment interests.Asset Management Fee. The fee payable to the

Definitions from License Development and Commercialization

THIS ASSET PURCHASE AGREEMENT is made as of August 7, 2012 by and between MEI Pharma, Inc., a Delaware corporation (Purchaser), and S*Bio Pte Ltd., a Singapore private limited company (Seller).

Definitions. As used herein, the following terms shall have the following meanings: Accounts Receivable shall mean: (i) all trade accounts receivable and other rights to payment from customers of Seller; (ii) all other accounts or notes receivable of Seller and the full benefit of all security for such accounts or notes; and (iii) any Claim, remedy or other right related to any of the foregoing. Acquisition shall have the meaning given to such term in the Recitals. Affiliate shall mean with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person; provided, that, for purposes of this definition, control (including, with correlative meanings, the terms controlled by and under common control with), as used with respect to any Person, shall mean (i) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise, or (ii) the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities of such Person. Agreement shall mean this Asset Purchase Agreement. Allocation Statement shall have the meaning given to such term in Section 2.9. Assumed Liabilities shall have the meaning given to such term in Section 2.3. Bankruptcy Exception shall have the meaning given to such term in Section 3.2. A request for confidential treatment has been made with respect to portions of the following document that are marked with [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC. Business Day shall mean any day other than a Saturday, Sunday or a day on which banks in California are obligated by applicable Law or executive Order to close or are otherwise generally closed. Change of Control Transaction shall have the meaning given to such term in Section 7.2(a). Claim shall have the meaning given to such term in Section 3.9. Clinical Data shall mean data or results generated in or resulting from any non-clinical, pre-clinical study or clinical trial of any Program Compound, conducted by or on behalf of Seller or its Subsidiaries, together with the applicable protocol for each such study or trial, as well as all associated site related documentation, investigator brochures, investigational review board correspondence, data monitoring committee minutes and documentation, Chemistry, Manufacturing and Controls (CMC) data and SAS files. Closing shall have the meaning given to such term in Section 2.10. Closing Stock Payment shall have the meaning set forth in Section 2.5. Closing Date shall have the meaning given to such term in Section 2.10. Code shall mean the Internal Revenue Code of 1986, as it may be amended from time to time, and any successor thereto. Combination Product shall mean a Product that is comprised of or contains a Program Compound as an active ingredient together with one or more active ingredients that are Proprietary Compounds, when such active ingredients are either sold together in one (1) package or formulated together in one (1) therapeutic formulation. Competing Business shall have the meaning given to such term in Section 7.2(a). Competing Compound shall have the meaning given to such term in Section 7.2(a). Confidential Information shall have the meaning given to such term in Section 7.5. Confidentiality Agreement shall have the meaning given to such term in Section 7.5. Contract shall mean any contract, arrangement, agreement, purchase order, license or other binding commitment, whether oral or written. Control or Controlled shall mean with respect to any Know-How or any Intellectual Property, possession by a Person of the ability (whether by ownership, license, covenant not to sue or otherwise) to grant access to, to grant use of, or to grant a license or a sublicense or other right of or under such Know-How or Intellectual Property without violating the terms of any agreement or other arrangement with any Third Party. A request for confidential treatment has been made with respect to portions of the following document that are marked with [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC. Copyrights shall mean copyrights and registrations and applications therefor, works of authorship, content (including website content) and mask work rights. Cover or Covered or Covering shall mean, (a) with respect to a Product and a Program Patent that is an issued patent, that, in the absence of ownership of or a license granted under a Valid Claim of such Program Patent, the manufacture, use, offer for sale, sale or importation of such Product would infringe such Valid Claim; and (b) with respect to a Product and a Program Patent that is a patent application, that, in the absence of ownership of or a license granted under a Valid Claim of such Program Patent, the manufacture, use, offer for sale, sale or importation of such Produ

Definitions from Management Services Agreement

This Management Services Agreement (this Agreement) is effective as of February 8, 2017 (Effective Date) by and between K3 Royalties, LLC, a Texas limited liability company (the Manager), and Kimbell Operating Company, LLC, a Delaware limited liability company (Kimbell Operating). The Manager and Kimbell Operating are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Definitions. As used in this Agreement, the following capitalized terms have the meanings set forth below: Acquisition shall mean any acquisition or series of acquisitions by any member of the Partnership Group of (a) all or substantially all of the interest in any company or business (whether by a purchase of assets, purchase of equity, merger or otherwise) or (b) any mineral and royalty interests in oil and natural gas properties, in each case, occurring after the Effective Date. Acquisition Services shall mean, with respect to the identification, evaluation and recommendation of opportunities for an Acquisition and any related negotiation of such opportunities, including those services described in Part I of Schedule A. Additional Properties shall mean any oil and natural gas assets or related interests that are acquired by any member of the Partnership Group pursuant to an Acquisition. Adjusted Services Fee is defined in Section 3.5(a). Adjustment Period is defined in Section 3.5(a). Affected Party is defined in Article X. Affiliate shall mean with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term control shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Agreement is defined in the preamble. Business Day shall mean any day on which commercial banks are generally open for business in New York, New York other than a Saturday, a Sunday or a day observed as a holiday in New York, New York under the Laws of the State of New York or the federal Laws of the United States of America. Confidential Information shall mean information regarded by that Party or the Partnership Group as proprietary or confidential, including, but not limited to, information relating to such Persons business affairs, financial information and prospects; future projects or purchases; proprietary products, materials or methodologies; data; customer lists; system or network configurations; passwords and access rights; and any other information marked as confidential or, in the case of information verbally disclosed, verbally designated as confidential. Conflicts Committee has the meaning set forth in the Partnership Agreement. Damages is defined in Section 8.1. Direct Expenses is defined in Section 2.2(b). Documents is defined in Schedule A. Effective Date is defined in the preamble. Existing Services Fee is defined in Section 3.5(a). Extension is defined in Section 4.1. Force Majeure shall mean an event or circumstance that prevents a Party from performing its obligations under this Agreement, but only if the event or circumstance: (a) is not within the reasonable control of the affected Party; (b) is not the result of the fault or negligence of the affected Party; and (c) could not, by the exercise of due diligence, have been overcome or avoided. Force Majeure excludes: lack of a market; unfavorable market conditions; and economic hardship. GP LLC shall mean Kimbell Royalty GP, LLC, a Delaware limited liability company and the general partner of the Partnership. Governmental Entity shall mean any (a) multinational, federal, national, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, administrative agency, board, bureau or agency, domestic or foreign, (b) subdivision, agent, commission, board, or authority of any of the foregoing, or (c) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing, in each case, that has jurisdiction or authority with respect to the applicable Party. Indemnified Party is defined in Section 8.3(a). Indemnifying Party is defined in Section 8.3(a). Initial Serviced Properties shall mean any oil and natural gas assets or related interests that are acquired by the Partnership Group on and as of the Effective Date. Initial Term is defined in Section 4.1. Kimbell Operating is defined in the preamble. Law shall mean all statutes, regulations, statutory rules, orders, judgments, decrees and terms and conditions of any grant of approval, permission, authority, permit or license of any court, Governmental Entity, statutory body or self-regulatory authority (including the New York Stock Exchange). Manager is defined in the preamble. Manager Entities shall mean the Manager, BJF Royalties, LLC, Steward Royalties, LLC and Taylor Companies Mineral Management, LLC. Manager Indemnitees is defined in Section 8.1. Management Services shall mean, with respect to the Serviced Properties, those services described in Part II of Schedule A. New Services Fee is defined in Section 3.5(b). New Services Fee Effective Date

Definitions from Management Services Agreement

This Management Services Agreement (this Agreement) is effective as of February 8, 2017 (Effective Date) by and between Steward Royalties, LLC, a Texas limited liability company (the Manager), and Kimbell Operating Company, LLC, a Delaware limited liability company (Kimbell Operating). The Manager and Kimbell Operating are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Definitions. As used in this Agreement, the following capitalized terms have the meanings set forth below: Acquisition shall mean any acquisition or series of acquisitions by any member of the Partnership Group of (a) all or substantially all of the interest in any company or business (whether by a purchase of assets, purchase of equity, merger or otherwise) or (b) any mineral and royalty interests in oil and natural gas properties, in each case, occurring after the Effective Date. Acquisition Services shall mean, with respect to the identification, evaluation and recommendation of opportunities for an Acquisition and any related negotiation of such opportunities, including those services described in Part I of Schedule A. Additional Properties shall mean any oil and natural gas assets or related interests that are acquired by any member of the Partnership Group pursuant to an Acquisition. Adjusted Services Fee is defined in Section 3.5(a). Adjustment Period is defined in Section 3.5(a). Affected Party is defined in Article X. Affiliate shall mean with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term control shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Agreement is defined in the preamble. Business Day shall mean any day on which commercial banks are generally open for business in New York, New York other than a Saturday, a Sunday or a day observed as a holiday in New York, New York under the Laws of the State of New York or the federal Laws of the United States of America. Confidential Information shall mean information regarded by that Party or the Partnership Group as proprietary or confidential, including, but not limited to, information relating to such Persons business affairs, financial information and prospects; future projects or purchases; proprietary products, materials or methodologies; data; customer lists; system or network configurations; passwords and access rights; and any other information marked as confidential or, in the case of information verbally disclosed, verbally designated as confidential. Conflicts Committee has the meaning set forth in the Partnership Agreement. Damages is defined in Section 8.1. Direct Expenses is defined in Section 2.2(b). Documents is defined in Schedule A. Effective Date is defined in the preamble. Existing Services Fee is defined in Section 3.5(a). Extension is defined in Section 4.1. Force Majeure shall mean an event or circumstance that prevents a Party from performing its obligations under this Agreement, but only if the event or circumstance: (a) is not within the reasonable control of the affected Party; (b) is not the result of the fault or negligence of the affected Party; and (c) could not, by the exercise of due diligence, have been overcome or avoided. Force Majeure excludes: lack of a market; unfavorable market conditions; and economic hardship. GP LLC shall mean Kimbell Royalty GP, LLC, a Delaware limited liability company and the general partner of the Partnership. Governmental Entity shall mean any (a) multinational, federal, national, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, administrative agency, board, bureau or agency, domestic or foreign, (b) subdivision, agent, commission, board, or authority of any of the foregoing, or (c) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing, in each case, that has jurisdiction or authority with respect to the applicable Party. Indemnified Party is defined in Section 8.3(a). Indemnifying Party is defined in Section 8.3(a). Initial Serviced Properties shall mean any oil and natural gas assets or related interests that are acquired by the Partnership Group on and as of the Effective Date. Initial Term is defined in Section 4.1. Kimbell Operating is defined in the preamble. Law shall mean all statutes, regulations, statutory rules, orders, judgments, decrees and terms and conditions of any grant of approval, permission, authority, permit or license of any court, Governmental Entity, statutory body or self-regulatory authority (including the New York Stock Exchange). Manager is defined in the preamble. Manager Entities shall mean the Manager, BJF Royalties, LLC, K3 Royalties, LLC and Taylor Companies Mineral Management, LLC. Manager Indemnitees is defined in Section 8.1. Management Services shall mean, with respect to the Serviced Properties, those services described in Part II of Schedule A. New Services Fee is defined in Section 3.5(b). New Services Fee Effective Date is de

Definitions from Management Services Agreement

This Management Services Agreement (this Agreement) is effective as of February 8, 2017 (Effective Date) by and among Kimbell Royalty Partners, LP, a Delaware limited partnership (the Partnership), Kimbell Royalty GP, LLC, a Delaware limited liability company and the general partner of the Partnership (GP LLC and, together with the Partnership, the Partnership Parties), Kimbell Royalty Holdings, LLC, a Delaware limited liability company, solely for the limited purposes set forth in Section 2.7 of this Agreement (Holdings), and Kimbell Operating Company, LLC, a Delaware limited liability company (Kimbell Operating). The Partnership Parties, on the one hand, and Kimbell Operating, on the other hand, are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Definitions. As used in this Agreement, the following capitalized terms have the meanings set forth below: Acquisition shall mean any acquisition or series of acquisitions by any member of the Partnership Group of (a) all or substantially all of the interest in any company or business (whether by a purchase of assets, purchase of equity, merger or otherwise) or (b) any mineral and royalty interests in oil and natural gas properties, in each case, occurring after the Effective Date. Acquisition Services shall mean, with respect to the identification, evaluation and recommendation of opportunities for an Acquisition and any related negotiation of such opportunities, including those services described in Schedule A. Additional Properties shall mean any oil and natural gas assets or related interests that are acquired by any member of the Partnership Group pursuant to an Acquisition. Adjusted Services Fee is defined in Section 3.5(a). Adjustment Period is defined in Section 3.5(a). Affected Party is defined in Article X. Affiliate shall mean with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term control shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Notwithstanding anything in the foregoing to the contrary, for purposes of this Agreement, Kimbell Operating will not be deemed to be an Affiliate of the Partnership Parties hereunder, and vice versa. Agreement is defined in the preamble. BJF shall mean BJF Royalties, LLC. BJF MSA shall mean that certain Management Services Agreement, dated as of the date hereof, by and between BJF and Kimbell Operating. Business Day shall mean any day on which commercial banks are generally open for business in New York, New York other than a Saturday, a Sunday or a day observed as a holiday in New York, New York under the Laws of the State of New York or the federal Laws of the United States of America. Confidential Information shall mean information regarded by that Party or the Partnership Group as proprietary or confidential, including, but not limited to, information relating to such Persons business affairs, financial information and prospects; future projects or purchases; proprietary products, materials or methodologies; data; customer lists; system or network configurations; passwords and access rights; and any other information marked as confidential or, in the case of information verbally disclosed, verbally designated as confidential. Conflicts Committee has the meaning set forth in the Partnership Agreement. Damages is defined in Section 8.1. Direct Expenses is defined in Section 2.2(b). Documents is defined in Schedule A. Duncan shall mean Duncan Management, LLC. Duncan MSA shall mean that certain Management Services Agreement, dated as of the date hereof, by and between Duncan and Kimbell Operating. Effective Date is defined in the preamble. Existing Services Fee is defined in Section 3.5(a). Extension is defined in Section 4.1. Force Majeure shall mean an event or circumstance that prevents a Party from performing its obligations under this Agreement, but only if the event or circumstance: (a) is not within the reasonable control of the affected Party; (b) is not the result of the fault or negligence of the affected Party; and (c) could not, by the exercise of due diligence, have been overcome or avoided. Force Majeure excludes: lack of a market; unfavorable market conditions; and economic hardship. GP LLC is defined in the preamble. Governmental Entity shall mean any (a) multinational, federal, national, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, administrative agency, board, bureau or agency, domestic or foreign, (b) subdivision, agent, commission, board, or authority of any of the foregoing, or (c) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing, in each case, that has jurisdiction or authority with respect to the applicable Party. Holdings is defined in the preamble. Indemnified Party is defined in Section 8.3(a). Indemnifying Party is defined in Section 8.3(a). Initial Serviced Properties shall mean any oil and natural gas assets or related interests that are acquired by the Partnership Group on and as of the Effective Date. Initial Term is defined in Section 4.1. K3 shall mean K3 Royalties, LLC. K3 MSA shall mean that certain Management Services Agreement, dated as of the date hereof, by and between K3 and Kimbell Operating. Kimbell Operating is defined in the preamble. Kimbell Operating Indemnitees is defined in Section 8.1. La

Definitions from Management Services Agreement

This Management Services Agreement (this Agreement) is effective as of February 8, 2017 (Effective Date) by and between BJF Royalties, LLC, a Texas limited liability company (the Manager), and Kimbell Operating Company, LLC, a Delaware limited liability company (Kimbell Operating). The Manager and Kimbell Operating are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Definitions. As used in this Agreement, the following capitalized terms have the meanings set forth below: Acquisition shall mean any acquisition or series of acquisitions by any member of the Partnership Group of (a) all or substantially all of the interest in any company or business (whether by a purchase of assets, purchase of equity, merger or otherwise) or (b) any mineral and royalty interests in oil and natural gas properties, in each case, occurring after the Effective Date. Acquisition Services shall mean, with respect to the identification, evaluation and recommendation of opportunities for an Acquisition and any related negotiation of such opportunities, including those services described in Part I of Schedule A. Additional Properties shall mean any oil and natural gas assets or related interests that are acquired by any member of the Partnership Group pursuant to an Acquisition. Adjusted Services Fee is defined in Section 3.5(a). Adjustment Period is defined in Section 3.5(a). Affected Party is defined in Article X. Affiliate shall mean with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term control shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Agreement is defined in the preamble. Business Day shall mean any day on which commercial banks are generally open for business in New York, New York other than a Saturday, a Sunday or a day observed as a holiday in New York, New York under the Laws of the State of New York or the federal Laws of the United States of America. Confidential Information shall mean information regarded by that Party or the Partnership Group as proprietary or confidential, including, but not limited to, information relating to such Persons business affairs, financial information and prospects; future projects or purchases; proprietary products, materials or methodologies; data; customer lists; system or network configurations; passwords and access rights; and any other information marked as confidential or, in the case of information verbally disclosed, verbally designated as confidential. Conflicts Committee has the meaning set forth in the Partnership Agreement. Damages is defined in Section 8.1. Direct Expenses is defined in Section 2.2(b). Documents is defined in Schedule A. Effective Date is defined in the preamble. Existing Services Fee is defined in Section 3.5(a). Extension is defined in Section 4.1. Force Majeure shall mean an event or circumstance that prevents a Party from performing its obligations under this Agreement, but only if the event or circumstance: (a) is not within the reasonable control of the affected Party; (b) is not the result of the fault or negligence of the affected Party; and (c) could not, by the exercise of due diligence, have been overcome or avoided. Force Majeure excludes: lack of a market; unfavorable market conditions; and economic hardship. GP LLC shall mean Kimbell Royalty GP, LLC, a Delaware limited liability company and the general partner of the Partnership. Governmental Entity shall mean any (a) multinational, federal, national, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, administrative agency, board, bureau or agency, domestic or foreign, (b) subdivision, agent, commission, board, or authority of any of the foregoing, or (c) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing, in each case, that has jurisdiction or authority with respect to the applicable Party. Indemnified Party is defined in Section 8.3(a). Indemnifying Party is defined in Section 8.3(a). Initial Serviced Properties shall mean any oil and natural gas assets or related interests that are acquired by the Partnership Group on and as of the Effective Date. Initial Term is defined in Section 4.1. Kimbell Operating is defined in the preamble. Law shall mean all statutes, regulations, statutory rules, orders, judgments, decrees and terms and conditions of any grant of approval, permission, authority, permit or license of any court, Governmental Entity, statutory body or self-regulatory authority (including the New York Stock Exchange). Manager is defined in the preamble. Manager Entities shall mean the Manager, K3 Royalties, Steward Royalties, LLC and Taylor Companies Mineral Management, LLC. Manager Indemnitees is defined in Section 8.1. Management Services shall mean, with respect to the Serviced Properties, those services described in Part II of Schedule A. New Services Fee is defined in Section 3.5(b). New Services Fee Effective Date is def

Definitions from Management Services Agreement

This Management Services Agreement (this Agreement) is effective as of February 8, 2017 (Effective Date) by and between Taylor Companies Mineral Management, LLC, a Texas limited liability company (the Manager), and Kimbell Operating Company, LLC, a Delaware limited liability company (Kimbell Operating). The Manager and Kimbell Operating are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Definitions. As used in this Agreement, the following capitalized terms have the meanings set forth below: Acquisition shall mean any acquisition or series of acquisitions by any member of the Partnership Group of (a) all or substantially all of the interest in any company or business (whether by a purchase of assets, purchase of equity, merger or otherwise) or (b) any mineral and royalty interests in oil and natural gas properties, in each case, occurring after the Effective Date. Acquisition Services shall mean, with respect to the identification, evaluation and recommendation of opportunities for an Acquisition and any related negotiation of such opportunities, including those services described in Part I of Schedule A. Additional Properties shall mean any oil and natural gas assets or related interests that are acquired by any member of the Partnership Group pursuant to an Acquisition. Adjusted Services Fee is defined in Section 3.5(a). Adjustment Period is defined in Section 3.5(a). Affected Party is defined in Article X. Affiliate shall mean with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term control shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Agreement is defined in the preamble. Business Day shall mean any day on which commercial banks are generally open for business in New York, New York other than a Saturday, a Sunday or a day observed as a holiday in New York, New York under the Laws of the State of New York or the federal Laws of the United States of America. Confidential Information shall mean information regarded by that Party or the Partnership Group as proprietary or confidential, including, but not limited to, information relating to such Persons business affairs, financial information and prospects; future projects or purchases; proprietary products, materials or methodologies; data; customer lists; system or network configurations; passwords and access rights; and any other information marked as confidential or, in the case of information verbally disclosed, verbally designated as confidential. Conflicts Committee has the meaning set forth in the Partnership Agreement. Damages is defined in Section 8.1. Direct Expenses is defined in Section 2.3(b). Documents is defined in Schedule A. Effective Date is defined in the preamble. Existing Services Fee is defined in Section 3.5(a). Extension is defined in Section 4.1. Force Majeure shall mean an event or circumstance that prevents a Party from performing its obligations under this Agreement, but only if the event or circumstance: (a) is not within the reasonable control of the affected Party; (b) is not the result of the fault or negligence of the affected Party; and (c) could not, by the exercise of due diligence, have been overcome or avoided. Force Majeure excludes: lack of a market; unfavorable market conditions; and economic hardship. GP LLC shall mean Kimbell Royalty GP, LLC, a Delaware limited liability company and the general partner of the Partnership. Governmental Entity shall mean any (a) multinational, federal, national, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, administrative agency, board, bureau or agency, domestic or foreign, (b) subdivision, agent, commission, board, or authority of any of the foregoing, or (c) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing, in each case, that has jurisdiction or authority with respect to the applicable Party. Indemnified Party is defined in Section 8.3(a). Indemnifying Party is defined in Section 8.3(a). Initial Serviced Properties shall mean any oil and natural gas assets or related interests that are acquired by the Partnership Group on and as of the Effective Date. Initial Term is defined in Section 4.1. Kimbell Operating is defined in the preamble. Law shall mean all statutes, regulations, statutory rules, orders, judgments, decrees and terms and conditions of any grant of approval, permission, authority, permit or license of any court, Governmental Entity, statutory body or self-regulatory authority (including the New York Stock Exchange). Manager is defined in the preamble. Manager Entities shall mean the Manager, BJF Royalties, LLC, K3 Royalties, LLC and Steward Royalties, LLC. Manager Indemnitees is defined in Section 8.1. Management Services shall mean, with respect to the Serviced Properties, those services described in Part II of Schedule A. New Services Fee is defined in Section 3.5(b). New Services Fee Effective Date is defined in Section 3