Exhibit 10.1

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 FOUNDATION

AND

HAYMAKER RESOURCES, LP

Dated as of July 24, 2018

TABLE OF CONTENTS

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RECAPITALIZATION AGREEMENT

        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, Haymaker Resources, the Partnership, the General Partner and the Operating Company are hereinafter sometimes referred to individually as a " Party " and together as the " Parties ."

RECITALS

        WHEREAS, as of May 28, 2018, the Partnership entered into a Securities Purchase Agreement among Haymaker Resources, Haymaker Services, LLC (solely for the purpose of Section 6.20 therein) and the Partnership (the " Haymaker Resources Purchase Agreement "), and a Securities Purchase Agreement among Haymaker Minerals, Haymaker Services, LLC (solely for the purpose of Section 6.20 therein) and the Partnership (the " Haymaker Minerals Purchase Agreement ," and together with the Haymaker Resources Purchase Agreement, the " Haymaker Purchase Agreements "), pursuant to which the Partnership issued a total of 10,000,000 Common Units, consisting of (a) 6,000,000 Common Units issued pursuant to the Haymaker Resources Purchase Agreement (the " Haymaker Resources Common Units ") and (b) 4,000,000 Common Units issued pursuant to the Haymaker Minerals Purchase Agreement (the " Haymaker Minerals Common Units ");

        WHEREAS, prior to the Effective Date, the Haymaker Resources Common Units (other than any Escrowed Common Units (as defined below)) were distributed to EIGF, TE Drilling and Haymaker Management pursuant to the terms of the Haymaker Resources Purchase Agreement;

        WHEREAS, in order to provide a source of recovery with respect to the Partnership's rights to indemnification, if any, as described in the Haymaker Purchase Agreements, the Partnership deposited (a) 600,000 Haymaker Resources Common Units to the Haymaker Resources Escrow Account and (b) 400,000 Haymaker Minerals Common Units to the Haymaker Minerals Escrow Account;

        WHEREAS, in connection with the Transactions (as defined below), the Partnership will effect an election to be classified as an association taxable as a corporation for U.S. federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3(c) (the " Tax Election "), which shall be effective on the day immediately following the Closing, upon the terms and conditions hereinafter set forth;

        WHEREAS, as of the Effective Date, (a) each Transferor owns the number of Non-Escrowed Common Units and (b) with respect to each Transferor other than the Kimbell Art Foundation, holds, subject to the terms of the Haymaker Purchase Agreements, the Escrowed Common Units set forth next to such Transferor's name on Schedule A hereto;

        WHEREAS, prior to the Tax Election and in order to retain an economic interest in an entity that is taxed on a pass-through basis for federal income tax purposes, each Transferor desires to deliver and assign, or to cause to be delivered and assigned, the Non-Escrowed Common Units and Escrowed Common Units to the Partnership in exchange for the number of newly issued Class B Units and OpCo Common Units set forth next to such Transferor's name on Schedule A hereto, in each case upon the terms and conditions hereinafter set forth;

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        WHEREAS, as of the Effective Date, (a) the Partnership has 26,839,462 Common Units and 110,000 Series A Preferred Units outstanding and (b) the Operating Company is a wholly owned subsidiary of the Partnership; and

        WHEREAS, certain capitalized terms are defined in Section 1.1 of this Agreement.

        NOW, THEREFORE, in consideration of the premises, the respective representations, warranties, covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

ARTICLE I
DEFINITIONS

         Section 1.1     Definitions.     For the purposes of this Agreement, the following terms have the meanings set forth below.

        " Affiliate " means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such specified Person through one or more intermediaries or otherwise. For the purposes of this definition, "control" means, where used with respect to any Person, 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, by contract or otherwise, and the terms "controlling" and "controlled" have correlative meanings.

        " Agreement " has the meaning set forth in the introductory paragraph of this Agreement.

        " Business Day " means any day that is not a Saturday, Sunday or legal holiday in the State of Texas and that is not otherwise a federal holiday in the United States.

        " Class B Cash Contribution " has the meaning set forth in Section 2.5(c) .

        " Class B Units " has the meaning set forth in the Restated Partnership Agreement.

        " Closing " has the meaning set forth in Section 7.2 .

        " Closing Date " has the meaning set forth in Section 7.2 .

        " Code " means the Internal Revenue Code of 1986, as amended.

        " Commission " means the U.S. Securities and Exchange Commission.

        " Common Unit " has the meaning set forth in the Partnership Agreement.

        " Contract " means any legally binding contract, agreement, arrangement, commitment, instrument, document or similar understanding (whether written or oral), including a lease, sublease and rights thereunder.

        " Contribution Agreement " means the Contribution, Conveyance, Assignment and Assumption Agreement, dated as of December 20, 2016, by and among the Partnership, the General Partner, Kimbell Intermediate GP, LLC, Kimbell Intermediate Holdings, LLC, Kimbell Royalty Holdings, LLC and the other parties thereto.

        " Conversion " has the meaning set forth in Section 2.1 .

        " Damages " means all losses (including diminution in value), damages and other costs and expenses of any kind or nature whatsoever, whether known or unknown, contingent or vested, matured or unmatured, and whether or not resulting from third-party claims, including costs (including reasonable fees and expenses of attorneys, other professional advisors and expert witnesses and the allocable

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portion of the relevant Person's internal costs) of investigation, preparation and litigation in connection with any action or threatened action.

        " Delaware Act " means the Delaware Revised Uniform Limited Partnership Act.

        " Effective Date " has the meaning set forth in the introductory paragraph of this Agreement.

        " EIGF " has the meaning set forth in the introductory paragraph of this Agreement.

        " Escrow Agent " means Citibank, National Association.

        " Escrowed Common Units " means the aggregate number of Common Units held by each Transferor, excluding any Non-Escrowed Common Units, as set forth next to the name of each such Transferor under the "Escrowed Common Units" column in the table on Schedule A hereto.

        " Exchange Agreement " means that certain Exchange Agreement, to be dated as of the Closing Date, among the Partnership, the General Partner, the Operating Company, the Kimbell Art Foundation, Haymaker Minerals, EIGF, TE Drilling and Haymaker Management, substantially in the form attached as Exhibit C hereto, as it may be amended from time to time in accordance with its terms.

        " General Partner " has the meaning set forth in the introductory paragraph of this Agreement.

        " Governmental Authority " means any federal, state, municipal, local or similar governmental authority, legislature, court, regulatory or administrative agency or arbitral body.

        " Haymaker Management " has the meaning set forth in the introductory paragraph of this Agreement.

        " Haymaker Minerals " has the meaning set forth in the introductory paragraph of this Agreement.

        " Haymaker Minerals Common Units " has the meaning set forth in the recitals of this Agreement.

        " Haymaker Minerals Escrow Account " means the escrow account created pursuant to the Haymaker Minerals Escrow Agreement.

        " Haymaker Minerals Escrow Agreement " means the Escrow Agreement, dated as of May 28, 2018, by and among the Partnership, Haymaker Minerals and the Escrow Agent.

        " Haymaker Minerals Joint Instruction Letter " means written instructions that are jointly signed by the Partnership and Haymaker Minerals, substantially in the form attached as Exhibit D hereto.

        " Haymaker Minerals Purchase Agreement " has the meaning set forth in the recitals of this Agreement.

        " Haymaker Purchase Agreements " has the meaning set forth in the recitals of this Agreement.

        " Haymaker Registration Rights Agreement " means the Registration Rights Agreement, dated as of July 12, 2018, by and among the Partnership, Haymaker Minerals, EIGF, TE Drilling, Haymaker Management and the other parties thereto.

        " Haymaker Resources " has the meaning set forth in the introductory paragraph of this Agreement.

        " Haymaker Resources Common Units " has the meaning set forth in the recitals of this Agreement.

        " Haymaker Resources Escrow Account " means the escrow account created pursuant to the Haymaker Resources Escrow Agreement.

        " Haymaker Resources Escrow Agreement " means the Escrow Agreement, dated as of May 28, 2018, by and among the Partnership, Haymaker Resources and the Escrow Agent.

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        " Haymaker Resources Joint Instruction Letter " means written instructions that are jointly signed by the Partnership and Haymaker Resources, substantially in the form attached as Exhibit E hereto.

        " Haymaker Resources Purchase Agreement " has the meaning set forth in the recitals of this Agreement.

        " Indemnification Claim " has the meaning set forth in Section 9.3(a) .

        " Indemnified Party " has the meaning set forth in Section 9.3(a) .

        " Indemnitor " has the meaning set forth in Section 9.3(a) .

        " Information Statement " means, collectively, the preliminary and definitive Information Statements pursuant to Section 14(c) of the Securities Exchange Act and Rule 14c-2 thereunder to be filed by the Partnership in connection with, among other things, the Transactions.

        " Law " means any applicable constitutional provision, statute, code, writ, law, rule, regulation, ordinance, principle of common law, Order, judgment, decision, holding, injunction, award, determination or decree of a Governmental Authority.

        " Lien " means any lien, pledge, claim, charge, mortgage, security interest, option or other similar right of any Person with respect to the applicable property.

        " Non-Escrowed Common Units " means the aggregate number of Common Units held by each Transferor, excluding any Escrowed Common Units, as set forth next to the name of each such Transferor under the "Non-Escrowed Common Units" column in the table on Schedule A hereto.

        " Non-Recourse Party " has the meaning set forth in Section 10.12 .

        " OpCo Closing Consideration " has the meaning set forth in Section 2.3(b) .

        " OpCo Common Unit " has the meaning set forth in the Restated Partnership Agreement.

        " OpCo Escrowed Closing Consideration " has the meaning set forth in Section 2.4(b) .

        " OpCo Limited Liability Company Agreement " means the First Amended and Restated Limited Liability Company Agreement of the Operating Company, to be dated as of the Closing Date, substantially in the form attached as Exhibit B hereto, as it may be amended from time to time in accordance with its terms.

        " OpCo Series A Preferred Unit " has the meaning set forth in the Restated Partnership Agreement.

        " Operating Company " has the meaning set forth in the introductory paragraph of this Agreement.

        " Order " means any order, decision, holding, judgment, injunction, ruling, sentence, subpoena, writ or award issued, made, entered or rendered by any court, administrative agency or other Governmental Authority or by any administrative law judge or arbitrator.

        " Organizational Documents " means with respect to any entity, the certificate of formation, limited liability company agreement or operating agreement, participating agreement, certificate of incorporation, bylaws, certificate of limited partnership, limited partnership agreement and any other governing instrument, as applicable.

        " Original OpCo Limited Liability Company Agreement " means the Limited Liability Company Agreement of the Operating Company, dated as of July 9, 2018.

        " Partnership " has the meaning set forth in the introductory paragraph of this Agreement.

        " Partnership Agreement " means the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of July 12, 2018.

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        " Partnership Closing Consideration " has the meaning set forth in Section 2.3(a) .

        " Partnership Escrowed Closing Consideration " has the meaning set forth in Section 2.4(a) .

        " Party " or " Parties " has the meaning set forth in the introductory paragraph of this Agreement.

        " Person " means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity.

        " Restated Partnership Agreement " means the Third Amended and Restated Agreement of Limited Partnership of the Partnership, to be dated as of the Closing Date, substantially in the form attached as Exhibit A hereto, as it may be amended from time to time in accordance with its terms.

        " SEC Documents " means all reports, schedules, forms, statements, and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Partnership with the Commission since February 7, 2017 under the Securities Act or the Securities Exchange Act.

        " Securities Act " means the Securities Act of 1933, as amended.

        " Securities Exchange Act " means the Securities Exchange Act of 1934, as amended.

        " Series A Preferred Units " has the meaning set forth in the Partnership Agreement.

        " Tax Election " has the meaning set forth in the recitals of this Agreement.

        " TE Drilling " has the meaning set forth in the introductory paragraph of this Agreement.

        " Transaction Documents " has the meaning set forth in Section 3.2 .

        " Transactions " has the meaning set forth in Section 3.2 .

        " Transfer " means the Transferors' transfer of the Transferor Common Units to the Partnership in exchange for Class B Units and OpCo Common Units pursuant to this Agreement.

        " Transfer Agent " means American Stock Transfer & Trust Company, LLC.

        " Transferor " or " Transferors " has the meaning set forth in the introductory paragraph of this Agreement.

        " Transferor Common Units " means the aggregate number of Common Units owned by each Transferor, as set forth next to the name of each such Transferor under the "Transferor Common Units" column in the table on Schedule A hereto.

ARTICLE II
CONVERSION AND TRANSFER

         Section 2.1     Conversion of OpCo Equity Interest.     At the Closing and immediately prior to the Transfer, the Partnership's equity interest in the Operating Company shall be converted into 13,886,204 newly issued OpCo Common Units and 110,000 newly issued OpCo Series A Preferred Units (the " Conversion ").

         Section 2.2     Transfer of Interests.     At the Closing and immediately following the Conversion, subject to the terms and conditions contained in this Agreement:

        (a)   Each Transferor shall transfer, exchange, assign, convey and deliver to the Partnership, and the Partnership shall acquire and accept all of such Transferor's right, title and interest in, the number of Non-Escrowed Common Units set forth next to such Transferor's name on Schedule A hereto;

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        (b)   The Partnership and Haymaker Resources shall execute a Haymaker Resources Joint Instruction Letter instructing the Escrow Agent to release the Escrowed Common Units that were previously deposited in the Haymaker Resources Escrow Account to the Partnership; and

        (c)   The Partnership and Haymaker Minerals shall execute a Haymaker Minerals Joint Instruction Letter instructing the Escrow Agent to release the Escrowed Common Units that were previously deposited in the Haymaker Minerals Escrow Account to the Partnership.

         Section 2.3     Non-Escrowed Closing Consideration.     At the Closing, in exchange for the transfer, exchange, assignment, conveyance and delivery of the Non-Escrowed Common Units to the Partnership:

        (a)   The Partnership shall issue to each Transferor the number of Class B Units set forth next to such Transferor's name under the column titled "Partnership Closing Consideration" in the table on Schedule A hereto (such Class B Units collectively, the " Partnership Closing Consideration "); and

        (b)   The Operating Company shall issue to each Transferor the number of OpCo Common Units set forth next to such Transferor's name under the column titled "OpCo Closing Consideration" in the table on Schedule A hereto (such OpCo Common Units collectively, the " OpCo Closing Consideration ").

         Section 2.4     Escrowed Closing Consideration.     At the Closing, in exchange for the transfer, exchange, assignment, conveyance and delivery of the Escrowed Common Units to the Partnership:

        (a)   The Partnership shall issue the number of Class B Units set forth next to such Transferor's name under the column titled "Partnership Escrowed Closing Consideration" in the table on Schedule A hereto, with such Class B Units to be issued in certificated form and delivered to the Escrow Agent for deposit in the Haymaker Resources Escrow Account or Haymaker Minerals Escrow Account, as appropriate (such Class B Units collectively, the " Partnership Escrowed Closing Consideration "); and

        (b)   The Operating Company shall issue the number of OpCo Common Units set forth next to such Transferor's name under the column titled "OpCo Escrowed Closing Consideration" in the table on Schedule A hereto, with such OpCo Common Units to be issued in certificated form and delivered to the Escrow Agent for deposit in the Haymaker Resources Escrow Account or Haymaker Minerals Escrow Account, as appropriate (such OpCo Common Units collectively, the " OpCo Escrowed Closing Consideration ").

         Section 2.5     Tax Election; Class B Cash Contribution .    

        (a)   The Closing shall occur following the effectiveness of the Restated Partnership Agreement and the OpCo Limited Liability Company Agreement and on the day immediately before the effective date of the Partnership's Tax Election.

        (b)   The Partnership shall make the Tax Election to be effective on the day immediately following the Closing and immediately before the effectiveness of the Class B Cash Contribution.

        (c)   Following the Closing and on the effective date of the Tax Election, each Transferor shall make a cash contribution to the Partnership in the amount set forth next to such Transferor's name on Schedule A hereto (the " Class B Cash Contribution ") on account of the Tax Election and as additional consideration for the Partnership Closing Consideration and, other than with respect to the Kimbell Art Foundation, the Partnership Escrowed Closing Consideration.

         Section 2.6     Tax Treatment.     After the Transactions are completed, the Parties intend for the Operating Company to be treated as a continuation of the Partnership pursuant to Section 708 of the Code for U.S. federal income tax purposes. Accordingly, at the Closing and after giving effect to the

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Transactions, the capital account balance of each Transferor in the Operating Company will be the same as it was with respect to the Partnership, and such capital account balance, as of July 12, 2018, is set forth next to such Transferor's name under the column titled "Capital Account Balance" in the table on Schedule A hereto. The Parties shall report, act and file all required tax returns in all respects and for all purposes consistent with the tax treatment described in this Section 2.6 . No Party shall take any position (whether in audits, tax returns or otherwise) that is inconsistent with the tax treatment described in this Section 2.6 , unless required to do so by applicable Law.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE
GENERAL PARTNER

        Each of the Partnership and the General Partner, jointly and severally, hereby represents and warrants to each Transferor as follows:

         Section 3.1     Organization of the Partnership.     The Partnership and the General Partner are a limited partnership and a limited liability company, respectively, duly formed, validly existing and in good standing under the Laws of the jurisdiction of their respective formation and have the requisite organizational power and authority to own their respective properties and to conduct their respective businesses as they are now being conducted.

         Section 3.2     Authorization; Enforceability.     Each of the Partnership and the General Partner has all requisite capacity, power and authority to execute and deliver this Agreement and each such other document contemplated hereby or in connection herewith and any amendments or supplements to any of the foregoing (collectively, the " Transaction Documents ") to which either the Partnership or the General Partner is a party, as applicable, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (the " Transactions "). The execution and delivery of this Agreement and the other Transaction Documents to which the Partnership and the General Partner is a party, the performance of the Transactions and the consummation of the Transactions shall, at the Closing, have been duly and validly authorized on the part of the Partnership and the General Partner. This Agreement has been duly and validly executed and delivered by the Partnership and the General Partner, and, assuming due authorization, execution and delivery of this Agreement by the other Parties, this Agreement constitutes a valid and binding obligation of the Partnership and the General Partner, enforceable against the Partnership and the General Partner in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity. Each other Transaction Document to which either the Partnership or the General Partner, as applicable, is a party has been or shall be duly and validly executed and delivered by the Partnership or the General Partner, as applicable, and, assuming due authorization, execution and delivery by the other parties thereto, each such other Transaction Document constitutes or shall constitute a valid and binding obligation of the Partnership or the General Partner, as applicable, enforceable against the Partnership or the General Partner, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity.

         Section 3.3     No Conflicts; Consents.     The execution and delivery by the Partnership and the General Partner of this Agreement and the other Transaction Documents to which either the Partnership or the General Partner, as applicable, is a party and the consummation of the Transactions by the Partnership and the General Partner do not and shall not:

        (a)   violate any Law applicable to the Partnership or the General Partner or require any filing with, or declaration to, registration with, or notice to, any Governmental Authority, except for the Information Statement and any such filing declaration, registration or notice as does not require approval of any Governmental Authority as a condition to the validity of the Transactions;

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        (b)   conflict with or violate any Organizational Document of the Partnership, assuming the Restated Partnership Agreement is then in effect, or of the General Partner;

        (c)   require any consent or approval of any Person, except for approval of the Restated Partnership Agreement by a Unit Majority (as such term is defined in the Partnership Agreement) and any other such consents or approvals as have been or shall be obtained at or prior to the Closing; or

        (d)   conflict with or result in any violation of, cause a breach of any provision of, or constitute a default (with or without the giving of notice, the passage of time or both) under, or give rise (with or without the giving of notice, the passage of time or both) to the termination, amendment, cancellation or acceleration of any obligation (or the right of any Person to so terminate, amend, cancel or accelerate) or the loss of a benefit or in increased, additional, accelerated or guaranteed rights or entitlements of any Person, or create any obligation to make a payment to any other Person, or result in the creation of a Lien on any assets of the Partnership or the General Partner, in each case under the terms, conditions or provisions of any Contract to which the Partnership or the General Partner is a party or by which the Partnership may be bound.

         Section 3.4     Brokers' Fees.     Neither the Partnership, the General Partner nor their respective Affiliates have entered into any Contract with any Person that would require the payment by any Transferor or such Transferor's Affiliates of any brokerage fee, finders' fee, or other commission in connection with the transactions contemplated by this Agreement.

         Section 3.5     Capitalization .    

        (a)   The Partnership has 26,839,462 Common Units and 110,000 Series A Preferred Units issued and outstanding as of the Effective Date. The Common Units and the Series A Preferred Units that are issued and outstanding are duly authorized, validly issued, and fully paid (to the extent required under the Partnership Agreement), non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 or 17-804 of the Delaware Act) and free of preemptive rights (except as set forth in the Partnership Agreement or disclosed in the Partnership's SEC Documents). The issued and outstanding Common Units and Series A Preferred Units were issued in compliance with applicable Laws.

         Section 3.6     General Partner Status.     On the Effective Date, the General Partner is, and as of the Closing Date, shall be, the sole general partner of the Partnership, with a non-economic general partner interest in the Partnership.

         Section 3.7     Issuance of Class B Units.     The Class B Units comprising the Partnership Closing Consideration and the Partnership Escrowed Closing Consideration, when issued and delivered to the Transferors in accordance with the terms of this Agreement and the Restated Partnership Agreement for the consideration described in this Agreement, shall have been validly issued and fully paid (to the extent required under the Restated Partnership Agreement), non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 or 17-804 of the Delaware Act) and free of preemptive rights (except as set forth in the Restated Partnership Agreement or disclosed in the Partnership's SEC Documents) and any and all Liens and restrictions on transfer, other than restrictions on transfer disclosed in the Partnership's SEC Documents, under this Agreement, the Restated Partnership Agreement, the Haymaker Purchase Agreements or applicable state and federal securities Laws.

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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE OPERATING COMPANY

        The Operating Company hereby represents and warrants to each Transferor as follows:

         Section 4.1     Organization of the Operating Company.     The Operating Company is a limited liability company, duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation and has the requisite organizational power and authority to own its properties and to conduct its business as it is now being conducted.

         Section 4.2     Authorization; Enforceability.     The Operating Company has all requisite capacity, power and authority to execute and deliver this Agreement and each such other Transaction Document to which the Operating Company is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery of this Agreement and the other Transaction Documents to which the Operating Company is a party, the performance of the Transactions and the consummation of the Transactions shall, at the Closing, have been duly and validly authorized on the part of the Operating Company. This Agreement has been duly and validly executed and delivered by the Operating Company, and, assuming due authorization, execution and delivery of this Agreement by the other Parties, this Agreement constitutes a valid and binding obligation of the Operating Company, enforceable against the Operating Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity. Each other Transaction Document to which the Operating Company is a party has been or shall be duly and validly executed and delivered by the Operating Company, and, assuming due authorization, execution and delivery by the other parties thereto, each such other Transaction Document constitutes or shall constitute a valid and binding obligation of the Operating Company, enforceable against the Operating Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity.

         Section 4.3     No Conflicts; Consents.     The execution and delivery by the Operating Company of this Agreement and the other Transaction Documents to which the Operating Company is a party and the consummation of the Transactions by the Operating Company do not and shall not:

        (a)   violate any Law applicable to the Operating Company or require any filing with, or declaration to, registration with, or notice to, any Governmental Authority, except for the Information Statement and any such filing, declaration, registration or notice as does not require approval of any Governmental Authority as a condition to the validity of the Transactions;

        (b)   conflict with or violate any Organizational Document of the Operating Company, assuming the OpCo Limited Liability Company Agreement is then in effect;

        (c)   require any consent or approval of any Person, except for such consents or approvals as have been or shall be obtained at or prior to the Closing; or

        (d)   conflict with or result in any violation of, cause a breach of any provision of, or constitute a default (with or without the giving of notice, the passage of time or both) under, or give rise (with or without the giving of notice, the passage of time or both) to the termination, amendment, cancellation or acceleration of any obligation (or the right of any Person to so terminate, amend, cancel or accelerate) or the loss of a benefit or in increased, additional, accelerated or guaranteed rights or entitlements of any Person, or create any obligation to make a payment to any other Person, or result in the creation of a Lien on any assets of the Operating Company, in each case under the terms, conditions or provisions of any Contract to which the Operating Company is a party or by which the Operating Company may be bound.

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         Section 4.4     Brokers' Fees.     The Operating Company and its Affiliates have not entered into any Contract with any Person that would require the payment by any Transferor or such Transferor's Affiliates of any brokerage fee, finders' fee, or other commission in connection with the transactions contemplated by this Agreement.

         Section 4.5     Capitalization.     On the Effective Date, the Partnership owns, and immediately before Closing the Partnership shall own, 100% of the outstanding equity interests of the Operating Company, in each case free of any and all Liens and restrictions on transfer, other than restrictions on transfer disclosed in the Partnership's SEC Documents, under this Agreement, the Original OpCo Limited Liability Company Agreement or applicable state and federal securities Laws.

         Section 4.6     Issuance of OpCo Common Units.     The OpCo Common Units comprising the OpCo Closing Consideration and the OpCo Escrowed Closing Consideration, when issued and delivered to the Transferors in accordance with the terms of this Agreement and the OpCo Limited Liability Company Agreement for the consideration described in this Agreement, shall have been validly issued and fully paid (to the extent required under the OpCo Limited Liability Company Agreement), non-assessable (except as such non-assessability may be affected by Sections 18-607 or 18-804 of the Delaware Limited Liability Company Act) and free of preemptive rights (except as set forth in the OpCo Limited Liability Company Agreement or disclosed in the Partnership's SEC Documents) and any and all Liens and restrictions on transfer, other than restrictions on transfer disclosed in the Partnership's SEC Documents, under this Agreement, the OpCo Limited Liability Company Agreement, the Haymaker Purchase Agreements or applicable state and federal securities Laws.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE TRANSFERORS

        Each of the Transferors, severally and not jointly, hereby represents and warrants to the Partnership, the General Partner and the Operating Company as follows:

         Section 5.1     Organization of the Transferors.     Such Transferor is a limited liability company or non-profit corporation, as appropriate, duly formed, validly existing and in good standing under the Laws of the jurisdiction of its organization or formation and has the requisite organizational power and authority to own, lease and otherwise hold its properties and to conduct its business as it is now being conducted.

         Section 5.2     Authorization; Enforceability.     Such Transferor has all requisite capacity, power and authority to execute and deliver this Agreement and each such other Transaction Document to which such Transferor is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance of this Agreement and the other Transaction Documents to which such Transferor is a party, the performance of the Transactions and the consummation of the Transactions shall, at the Closing, have been duly and validly authorized on the part of such Transferor. This Agreement has been duly and validly executed and delivered by such Transferor, and, assuming due authorization, execution and delivery of this Agreement by the other Parties, this Agreement constitutes a valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity. Each other Transaction Document to which such Transferor is a party has been or shall be duly and validly executed and delivered by such Transferor, and, assuming due authorization, execution and delivery by the other parties thereto, each such other Transaction Document constitutes or shall constitute a valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity.

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         Section 5.3     No Conflicts; Consents.     The execution and delivery by such Transferor of this Agreement and the other Transaction Documents to which such Transferor is a party and the consummation of the Transactions by such Transferor do not and shall not:

        (a)   violate any Law applicable to such Transferor or require any filing with, or declaration to, registration with, or notice to, any Governmental Authority, except for such filing, declaration, registration or notice as does not require approval of any Governmental Authority as a condition to the validity of the Transactions;

        (b)   conflict with or violate any Organizational Document of such Transferor;

        (c)   require any consent or approval of any Person, except for such consents or approvals as have been or shall be obtained at or prior to the Closing; or

        (d)   conflict with or result in any violation of, cause a breach of any provision of, or constitute a default (with or without the giving of notice, the passage of time or both) under, or give rise (with or without the giving of notice, the passage of time or both) to the termination, amendment, cancellation or acceleration of any obligation (or the right of any Person to so terminate, amend, cancel or accelerate) or the loss of a benefit or in increased, additional, accelerated or guaranteed rights or entitlements of any Person, or create any obligation to make a payment to any other Person, or result in the creation of a Lien, in each case under the terms, conditions or provisions of any Contract to which such Transferor is a party or by which such Transferor may be bound.

         Section 5.4     Title to Interests .    

        (a)   Such Transferor (i) holds of record and owns beneficially its respective Transferor Common Units and (ii) has good and valid title to its respective Non-Escrowed Common Units, free and clear of all Liens (other than restrictions on transfer arising under state and federal securities Laws or the Partnership Agreement), and, upon consummation of the Transactions, the Partnership shall acquire good and valid title to such Transferor's respective Transferor Common Units.

        (b)   Neither such Transferor nor any of its Affiliates is a party to any option, warrant, purchase right or other Contract or commitment (other than this Agreement) that would require such Transferor to sell, transfer, provide notice to a Person or otherwise dispose of such Transferor's respective Transferor Common Units. Neither such Transferor nor any of its Affiliates is a party to any voting trust, proxy or other agreement or understanding with respect to the voting of such Transferor's respective Transferor Common Units (except as disclosed in the Partnership's SEC Documents).

         Section 5.5     Securities Law Compliance .    

        (a)   Such Transferor is an accredited investor as defined in Regulation D under the Securities Act. Such Transferor (i) shall acquire the Class B Units and the OpCo Common Units for its own account and not with a view to distribution, (ii) has sufficient knowledge and experience in financial and business matters so as to be able to evaluate the merits and risk of an investment in the Class B Units and the OpCo Common Units and is able financially to bear the risks thereof, and (iii) understands that the Class B Units and the OpCo Common Units shall, upon the Transfer, be characterized as "restricted securities" under state and federal securities Laws and that under such Laws and applicable regulations the Class B Units and the OpCo Common Units may be resold without registration under such Laws only in certain limited circumstances.

        (b)   Such Transferor has experience in analyzing and investing in companies similar to the Partnership and the Operating Company and is capable of evaluating the merits and risks of its decisions with respect to such matters and has the capacity to protect its own interests;

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        (c)   To the extent necessary, such Transferor has retained and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of the Transactions contemplated by this Agreement; and

        (d)   Such Transferor has had an opportunity to discuss the Partnership's and the Operating Company's businesses, management and financial affairs with the members of the General Partner's and the Operating Company's management and has had an opportunity to ask questions of the officers and other representatives of the General Partner and of the Operating Company, which questions were answered to its satisfaction.

         Section 5.6     Brokers' Fees.     Neither such Transferor nor any of its Affiliates has entered into any Contract with any Person regarding any obligation or liability, contingent or otherwise, for any broker's fee, finder's fee or other commission or similar fee in connection with the transactions contemplated by this Agreement for which the Partnership, the General Partner or the Operating Company shall have any responsibility whatsoever.

ARTICLE VI
COVENANTS

         Section 6.1     Covenants of the Transferors.     From the Effective Date through the Closing, no Transferor shall, without the prior written consent of the Partnership, sell, transfer (or agree to sell or transfer) or otherwise dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) all or any portion of such Transferor's Transferor Common Units.

         Section 6.2     Covenants of the Partnership, the General Partner and the Operating Company.     From the Effective Date through the Closing, and except as contemplated by or as may be specified in this Agreement or the Transaction Documents, the Partnership, the General Partner and the Operating Company shall:

        (a)   Not, without the prior written consent of each Transferor, except (x) for distributions, repurchases, redemptions and conversions made with respect to the Series A Preferred Units in accordance with the Partnership Agreement or, (y) in connection with the Partnership's regularly scheduled quarterly cash distributions and other cash dividends or distributions between the Partnership and its subsidiaries in connection therewith, declare, set aside or pay any dividends on, or make any other distribution in respect of the Partnership or any of its subsidiaries' equity interests (whether in the form of stock or property or any combination thereof), (i) adjust, split, combine or reclassify any equity interests in the Partnership or its subsidiaries or (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any equity interests in the Partnership or its subsidiaries; and

        (b)   Prior to the Closing, take all actions reasonably necessary to make effective the Restated Partnership Agreement, including the preparation, filing with the Commission and distribution of the Information Statement to the limited partners of the Partnership.

         Section 6.3     Notice.     From the Effective Date through the Closing, each Party shall give prompt written notice to the other Parties of (a) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or (b) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided , however , that no such notification shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement.

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         Section 6.4     Post-Closing Covenants .    

        (a)   If at any time after the Closing, any further action is reasonably necessary to carry out the purposes of this Agreement, each of the Parties, solely for as long as such Party is a member of the Operating Company, shall take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request.

        (b)   For the avoidance of doubt, the registration rights with respect to the registration of the Partnership's securities under the Securities Act, including piggyback registration rights, granted to each Transferor pursuant to the Contribution Agreement or the Haymaker Registration Rights Agreement, as applicable, shall apply to the full extent set forth therein with respect to any and all Partnership Interests (as such term is defined in the Restated Partnership Agreement) which may be issued in respect of, in exchange for or in substitution of, the Class B Units issued to such Transferor as Partnership Closing Consideration or Partnership Escrowed Closing Consideration and the OpCo Common Units issued to such Transferor as OpCo Closing Consideration or OpCo Escrowed Closing Consideration, as provided in the Exchange Agreement.

        (c)   In accordance with Section 2.5(b) , the Partnership shall make the Tax Election.

        (d)   In accordance with Section 2.5(c) , each Transferor shall deliver the Class B Cash Contribution to the Partnership immediately after (and not before) the effectiveness of the Tax Election.

ARTICLE VII
CLOSING

         Section 7.1     Conditions Precedent .    

        (a)     Conditions to Each Party's Obligations.     The obligations of each Party to effect the Transactions shall be subject to the satisfaction or waiver of the following conditions:

          (i)  No Law or Order shall have been enacted, issued, entered, promulgated or enforced by any Governmental Authority that prohibits the consummation of the Transactions;

         (ii)  The Restated Partnership Agreement shall have been approved by a Unit Majority (as such term is defined in the Partnership Agreement) and the applicable periods after the filing of the Information Statement shall have lapsed; and

        (iii)  No action, proceeding, investigation, regulation or litigation shall have been instituted or threatened before any Governmental Authority to enjoin, restrain, prohibit or obtain damages in respect of, or which is related to, or arises out of, this Agreement or the consummation of the Transactions.

        (b)     Conditions to Obligations of the Partnership, the General Partner and the Operating Company.     The obligations of each of the Partnership, the General Partner and the Operating Company to consummate the Transactions to be performed by it in connection with the Closing are subject to satisfaction (or waiver by it in writing) of the following conditions:

          (i)  The representations and warranties of each of the Transferors contained in this Agreement shall be true and correct in all material respects at the Closing Date as if made again at that time;

         (ii)  Each Transferor shall have performed in all material respects all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date;

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        (iii)  There shall be no Liens on the Transferor Common Units except those arising under federal and state securities Laws and those created by the Partnership or the Operating Company; and

        (iv)  Each Transferor shall have executed and delivered to the Partnership, the General Partner and the Operating Company the documents required to be delivered by it pursuant to Section 7.3 hereof.

        Any or all of the foregoing conditions may be waived by the Partnership, the General Partner and the Operating Company in their sole and absolute discretion.

        (c)     Conditions to Obligations of the Transferors.     The obligations of each Transferor to consummate the Transactions to be performed by it in connection with the Closing are subject to satisfaction (or waiver by it in writing) of the following conditions:

          (i)  The representations and warranties of the Partnership, the General Partner, each other Transferor and the Operating Company contained in this Agreement shall be true and correct in all material respects at the Closing Date as if made again at that time;

         (ii)  The Partnership, the General Partner, each other Transferor and the Operating Company shall have performed in all material respects all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date; and

        (iii)  The Partnership, the General Partner, each other Transferor and the Operating Company, as applicable, shall have executed and delivered to each of the Transferors the Restated Partnership Agreement, the OpCo Limited Liability Company Agreement, the Exchange Agreement and the other documents required to be delivered to the Transferors pursuant to Section 7.4 and Section 7.5 hereof.

        Any or all of the foregoing conditions may be waived by each Transferor in its sole and absolute discretion, but such waiver shall only be effective to waive obligations due to such Transferor and shall not be effective to waive the obligations due to any other Transferor.

         Section 7.2     Time and Place; Closing.     Unless this Agreement shall have terminated pursuant to Article VIII , the closing of the Transactions (the " Closing ") shall occur upon the satisfaction or waiver of the conditions in Section 7.1 (the " Closing Date "); provided, however , that for the avoidance of doubt, the Closing shall occur following the effectiveness of the Restated Partnership Agreement and the OpCo Limited Liability Company Agreement and on the day immediately before (and not after) the effective date of the Partnership's Tax Election. The Closing shall take place at a place as determined by the Partnership and Operating Company.

         Section 7.3     The Transferors' Closing Deliveries.     On the Closing Date, each Transferor shall deliver or cause to be delivered to the Partnership, the General Partner and the Operating Company the following closing documents:

        (a)   Instruments of conveyance and assignment, in form reasonably satisfactory to the Partnership, and any other documents or certificates that are in the possession of each Transferor which are reasonably requested by the Partnership and are reasonably necessary or desirable in connection with the assignment, transfer, exchange, conveyance and delivery of each Transferor's respective Escrowed Common Units to the Partnership and to effectuate the Transactions;

        (b)   A certificate from an officer of each Transferor stating that all of the conditions to the Closing set forth in Section 7.1(b)(i) and Section 7.1(b)(ii) have been met;

        (c)   (i) A Haymaker Resources Joint Instruction Letter instructing the Escrow Agent to release all of the Escrowed Common Units that were previously deposited in the Haymaker

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Resources Escrow Account to the Partnership and (ii) a Haymaker Minerals Joint Instruction Letter instructing the Escrow Agent to release all of the Escrowed Common Units that were previously deposited in the Haymaker Minerals Escrow Account to the Partnership; and

        (d)   Such other documents, instruments and third-party approvals as reasonably requested by the Partnership, the General Partner and the Operating Company.

         Section 7.4     The Partnership's Closing Deliveries.     On the Closing Date, the Partnership shall deliver or cause to be delivered to each Transferor the following:

        (a)   The number of Class B Units set forth next to such Transferor's name under the column titled "Partnership Closing Consideration" in the table on Schedule A hereto, either in the form of one or more certificates or through the electronic registration of such Class B Units;

        (b)   A copy of an instruction letter to the Transfer Agent, directing that the Partnership Escrowed Closing Consideration be issued in certificated form and delivered to the Escrow Agent for deposit in the Haymaker Minerals Escrow Account or the Haymaker Resources Escrow Account, as appropriate;

        (c)   A certificate from an officer of the General Partner on behalf of the Partnership stating that all of the conditions to the Closing set forth in Section 7.1(c)(i) and Section 7.1(c)(ii) have been met;

        (d)   (i) A Haymaker Resources Joint Instruction Letter instructing the Escrow Agent to release all of the Escrowed Common Units that were previously deposited in the Haymaker Resources Escrow Account to the Partnership and (ii) a Haymaker Minerals Joint Instruction Letter instructing the Escrow Agent to release all of the Escrowed Common Units that were previously deposited in the Haymaker Minerals Escrow Account to the Partnership; and

        (e)   Such other documents, instruments and third-party approvals as reasonably requested by each Transferor.

         Section 7.5     The Operating Company's Closing Deliveries.     On the Closing Date, the Operating Company shall deliver or cause to be delivered to each Transferor the following:

        (a)   The number of OpCo Common Units set forth next to such Transferor's name under the column titled "OpCo Closing Consideration" in the table on Schedule A hereto, through the electronic registration of such OpCo Common Units;

        (b)   A copy of an instruction letter to the Transfer Agent, directing that the OpCo Escrowed Closing Consideration be issued in certificated form and delivered to the Escrow Agent for deposit in the Haymaker Minerals Escrow Account or the Haymaker Resources Escrow Account, as appropriate;

        (c)   A certificate from an officer of the Operating Company stating that all of the conditions to the Closing set forth in Section 7.1(c)(i) and Section 7.1(c)(ii) have been met; and

        (d)   Such other documents, instruments and third-party approvals as reasonably requested by each Transferor.

         Section 7.6     The General Partner's Closing Deliveries.     On the Closing Date, the General Partner shall deliver or cause to be delivered to each Transferor the following:

        (a)   A certificate from an officer of the General Partner stating that all of the conditions to the Closing set forth in Section 7.1(c)(i) and Section 7.1(c)(ii) have been met; and

        (b)   Such other documents, instruments and third-party approvals as reasonably requested by each Transferor.

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ARTICLE VIII
TERMINATION

         Section 8.1     Termination.     This Agreement may be terminated as follows:

        (a)   By mutual written consent of the Parties; or

        (b)   By any Party upon written notice to each other Party if the Closing does not occur by October 31, 2018.

         Section 8.2     Effect of Termination.     In the event of the termination and abandonment of this Agreement pursuant to Section 8.1 , this Agreement shall forthwith become void and have no effect without any liability on the part of any Party or its Affiliates, directors, officers, managers, members or unitholders other than as provided by the provisions of this Section 8.2 and Article IX hereof. Nothing contained in this Section 8.2 shall relieve any Party from liability for any breach of this Agreement prior to such termination.

ARTICLE IX
INDEMNIFICATION

         Section 9.1     Survival.     The representations and warranties of the Parties contained in this Agreement and all covenants contained in this Agreement that are to be performed prior to the Closing shall survive the Closing for a period of six (6) months following the Closing. All covenants and agreements of the Parties contained in this Agreement to be performed after the Closing shall survive the Closing in accordance with their terms.

         Section 9.2     Indemnification .    

        (a)   Each Transferor, severally and not jointly, shall indemnify and hold the Partnership, the General Partner and the Operating Company, and their respective officers, directors, managers, employees, agents, representatives, members, unitholders and similarly situated Persons, harmless from and pay any and all Damages directly or indirectly resulting from, relating to, arising out of or attributable to (i) any breach of any representation or warranty such Transferor has made in this Agreement, or (ii) any breach, violation or default by such Transferor of any covenant, agreement or obligation of such Transferor in this Agreement.

        (b)   The Partnership, the General Partner and the Operating Company shall indemnify and hold each Transferor and its respective officers, directors, managers, employees, agents, representatives, controlling Persons, members, partners, stockholders and similarly situated Persons, harmless from and pay any and all Damages directly or indirectly resulting from, relating to, arising out of or attributable to (i) any breach of any representation or warranty the Partnership, the General Partner or the Operating Company has made in this Agreement, or (ii) any breach, violation or default by the Partnership, the General Partner or the Operating Company of any covenant, agreement or obligation of the Partnership, the General Partner or the Operating Company in this Agreement.

        (c)   Notwithstanding anything set forth in this Agreement to the contrary, no Transferor shall be liable for any indemnification obligations (when taken together with all other indemnification obligations of such Transferor pursuant to this Article IX ) in excess of the aggregate value of (i) the Non-Escrowed Common Units owned by such Transferor and (ii) the Escrowed Common Units beneficially owned by such Transferor, in each case, as of the Closing Date.

         Section 9.3     Indemnification Claim Procedures .    

        (a)   If any Person receives notice that any action, suit, arbitration, mediation, investigation or similar proceeding is commenced that may give rise to a claim for indemnification (an

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" Indemnification Claim ") by any Person entitled to indemnification under this Agreement (each, an " Indemnified Party ") against any Person obligated to indemnify an Indemnified Party (an " Indemnitor "), then such Indemnified Party shall promptly give written notice to the Indemnitor. Such notice shall describe the Indemnification Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnified Party. In the event of a delay in the Indemnified Party providing such notice, the Indemnitor shall not be responsible for damages resulting from any such delay, including damages resulting from an inability to mitigate or a delay in mitigating damages. However, the failure to promptly notify the Indemnitor will not relieve the Indemnitor from liability under this Agreement except to the extent, and only to the extent, that such failure materially prejudices the Indemnitor. The Indemnitor will have the right, at its sole expense, upon written notice delivered to the Indemnified Party within fifteen (15) days after receiving such notice, to assume the defense of such proceeding with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnified Party. In the event, however, that the Indemnitor declines or fails to (i) assume the defense of the proceeding on the terms provided above or to prosecute such defense in good faith or (ii) employ counsel reasonably satisfactory to the Indemnified Party, in any case within such fifteen (15) day period, then such Indemnified Party may employ counsel to represent or defend it in any such proceeding and the Indemnitor will (subject to the other terms and provisions of this Agreement) pay the reasonable fees and disbursements of such counsel as incurred. In any proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnitor, whichever is not assuming the defense of such proceeding, will have the right to participate in such matter and to retain its own counsel at such Party's own expense. The Indemnitor or the Indemnified Party, as the case may be, will at all times use reasonable best efforts to (x) diligently conduct the defense of any proceeding for which it is maintaining the defense, (y) keep the Indemnified Party or the Indemnitor, as the case may be, reasonably apprised of the status of the defense of any proceeding the defense of which they are maintaining, and (z) cooperate in good faith with each other with respect to the defense of any such proceeding; provided that the Indemnified Party shall not be required to bring counter-claims or cross-claims against any Person.

        (b)   No Indemnified Party may settle or compromise any claim or proceeding or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnitor, unless such settlement, compromise or consent (i) includes an unconditional release of the Indemnitor from all liability arising out of such proceeding, (ii) does not contain any admission or statement of any wrongdoing or liability on behalf of the Indemnitor and (iii) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnitor or any of the Indemnitor's Affiliates. An Indemnitor may not, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, settle or compromise any proceeding or consent to the entry of any judgment with respect to which indemnification is being sought hereunder that (A) does not result in a final, non-appealable resolution of the Indemnified Party's liability with respect to the proceeding (including, in the case of a settlement, an unconditional written release of the Indemnified Party from all further liability in respect of such proceeding) or (B) may adversely affect the Indemnified Party (other than as a result of money damages covered by the indemnity).

        (c)   A claim for indemnification for any matter not involving a third-party may be asserted by notice to the Party from whom indemnification is sought. The Indemnitor shall have thirty (30) days from its receipt of the notice to (i) cure any Damages complained of, (ii) admit its liability for any Damages or (iii) dispute the claim for such Damages. If the Indemnitor does not notify the Indemnified Party within such thirty (30) day period that it has cured the Damages or

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that it disputes the claim for such Damages, the amount of the Damages shall conclusively be deemed disputed by the Indemnitor hereunder. If the Indemnitor notifies the Indemnified Party within such thirty (30) day period that it disputes the claim for such Damages, then the Indemnified Party may continue to seek remedies available to it on the terms and subject to the provisions of this Agreement.

         Section 9.4     Consideration Adjustment.     The Parties agree to treat all payments made pursuant to this Article IX as adjustments to the consideration for tax purposes, except as otherwise required by Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.

         Section 9.5     Exclusive Remedy .    

        (a)   No Party shall have any liability for contribution, and no Party shall make any such claim, for any Damages or other matter (and the Parties each hereby waive any right of contribution against the other Parties and their respective Affiliates), under, arising out of or relating to this Agreement, any other document, agreement, certificate or other matter delivered pursuant hereto or the Transactions contemplated hereby, whether based on contract, tort, strict liability, other Laws or otherwise.

        (B)  NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NO PARTY SHALL BE LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, LOST PROFITS, LOST OPPORTUNITIES OR OTHER SPECULATIVE DAMAGES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM ANY OTHER PARTY'S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT; PROVIDED , HOWEVER , THAT THIS SECTION 9.5 SHALL NOT LIMIT A PARTY'S RIGHT TO RECOVERY UNDER ARTICLE IX FOR ANY SUCH DAMAGES TO THE EXTENT SUCH PARTY IS REQUIRED TO PAY SUCH DAMAGES TO A THIRD PARTY IN CONNECTION WITH A MATTER FOR WHICH SUCH PARTY IS OTHERWISE ENTITLED TO INDEMNIFICATION UNDER ARTICLE IX .

ARTICLE X
MISCELLANEOUS

         Section 10.1     Entire Agreement.     This Agreement, together with the other Transaction Documents, and all schedules, exhibits, annexes or other attachments hereto or thereto, and the certificates, documents, instruments and writings that are delivered pursuant hereto or thereto, constitutes the entire agreement and understanding of the Parties in respect of the subject matter hereof and supersedes all prior understandings, agreements or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof. Except as provided in Article IX , there are no third-party beneficiaries having rights under or with respect to this Agreement.

         Section 10.2     Assignment; Binding Effect.     No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties, and any such assignment by a Party without prior written approval of the other Parties shall be deemed invalid and not binding on such other Parties. Subject to the foregoing sentence, all of the terms, agreements, covenants, representations, warranties and conditions of this Agreement are binding upon, inure to the benefit of and are enforceable by, the Parties and their respective successors and permitted assigns.

         Section 10.3     Notices.     All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing addressed as indicated below, and any communication or delivery hereunder shall be deemed to have been duly delivered upon the earliest of:

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(a) actual receipt by the Party to be notified if delivered by hand; (b) if sent by U.S. certified mail, postage prepaid, return receipt requested, then the date shown as received on the return notice; (c) if by email, then upon the earlier of (i) a reply by the intended recipient whether by email or otherwise; provided that such intended recipient shall have an affirmative duty to reply promptly upon receipt if received during business hours; and provided further, that an automated response from the email account or server of the intended recipient shall not constitute an affirmative reply or (ii) on the first (1st) Business Day after transmission (and sender shall bear the burden of proof of delivery); or (d) if by Federal Express overnight delivery (or other reputable overnight delivery service), the date shown on the notice of delivery.

         Section 10.4     Specific Performance; Remedies.     The Parties acknowledge and agree (a) that each Party would be irreparably harmed by a breach by any other Party of any of such other Party's obligations under this Agreement and that the Parties would not have any adequate remedy at law if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and (b) that each non-breaching Party shall be entitled to injunctive relief, specific performance, and other equitable remedies against the breaching Party to enforce the performance by the breaching Party of its obligations under this Agreement (this being in addition to any other remedy to which the non-breaching Party may be entitled at law or in equity), and the Parties hereby consent and agree to such injunctive relief, specific performance, and other equitable remedies. Accordingly, each Party waives (i) any defenses in any action for specific performance pursuant to this Agreement that a remedy at law would be adequate and (ii) any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief.

         Section 10.5     Headings.     The article and section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

         Section 10.6     Governing Law; Jurisdiction .    

        (a)     Law.     This Agreement shall be governed and construed in accordance with the Laws of the State of Delaware, without regard to the Laws that might be applicable under conflicts of laws principles that would require the application of the Laws of another jurisdiction.

        (b)     Forum.     The Parties agree that the appropriate, exclusive and convenient forum for any disputes between any of the Parties arising out of this Agreement or the transactions contemplated hereby shall be in any state or federal court in Harris County, Texas, and each of the Parties irrevocably submits to the jurisdiction of such courts in respect of any legal proceeding arising out of or related to this Agreement. The Parties further agree that the Parties shall not bring suit with respect to any disputes arising out of this Agreement or the transactions contemplated hereby in any court or jurisdiction other than the above-specified courts. The Parties further agree, to the extent permitted by Law, that a final and non-appealable judgment against a Party in any action or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and amount of such judgment.

        (c)     Jurisdiction.     To the extent that any Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each such Party hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Agreement, and (ii) submits to the personal jurisdiction of any court described in Section 10.6(b) .

        (d)     JURY WAIVER.     EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING OR CLAIM (WHETHER BASED ON CONTRACT, TORT

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OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT.

         Section 10.7     Amendment; Extensions; Waivers.     No amendment, modification, replacement, termination or cancellation of any provision of this Agreement shall be valid, unless the same is in writing, refers to this Agreement and the provision(s) to be amended, modified, replaced, terminated or canceled and is signed by each Transferor, the Partnership, the General Partner and the Operating Company. Each waiver of a right hereunder does not extend beyond the specific event or circumstance giving rise to the right. No waiver by any Party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent such occurrence. Neither the failure nor any delay on the part of any Party to exercise any right or remedy under this Agreement shall operate as a waiver thereof, nor does any single or partial exercise of any right or remedy preclude any other or further exercise of the same or of any other right or remedy.

         Section 10.8     Severability.     If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The Parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the Parties to the greatest extent legally permissible.

         Section 10.9     Expenses.     Each Party shall bear its own costs and expenses incurred in connection with the preparation, execution and performance of this Agreement and the Transactions, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants.

         Section 10.10     Counterparts; Effectiveness.     This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any facsimile electronic transmittal (PDF) copies hereof or signature hereon shall, for all purposes, be deemed originals.

         Section 10.11     Construction.     This Agreement has been freely and fairly negotiated among the Parties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party because of the authorship of any provision of this Agreement.

         Section 10.12     No Recourse.     This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as Parties in their capacities as such and, except to the extent otherwise provided herein, no former, current or future equity holders, controlling Persons, directors, officers, employees, agents or Affiliates of any Party or any former, current or future, direct or indirect, equity holder, controlling Person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the foregoing (each, a " Non-Recourse Party ") shall have any liability for any obligations or liabilities of the Parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any Party against the other Parties, in no event shall any Party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

         Section 10.13     Rights of Third Parties.     Subject to Section 9.2 and Section 10.12 , nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the Parties, any right or remedies under or by reason of this Agreement.

        [ Signature pages follow ]

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        IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date and year first above written.

Signature Page to Recapitalization Agreement

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Signature Page to Recapitalization Agreement

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Signature Page to Recapitalization Agreement

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Signature Page to Recapitalization Agreement

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Schedule A

Exhibit A

Form of Third Amended and Restated Agreement of Limited Partnership of
Kimbell Royalty Partners, LP

Exhibit A

THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
KIMBELL ROYALTY PARTNERS, LP

TABLE OF CONTENTS

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THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF KIMBELL ROYALTY PARTNERS, LP

        THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KIMBELL ROYALTY PARTNERS, LP, dated as of                        , 2018, is entered into by and among Kimbell Royalty GP, LLC, a Delaware limited liability company, as the General Partner, and with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.

        WHEREAS, the General Partner and the other parties thereto entered into that certain Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of July 12, 2018 (the " Prior Agreement "), in connection with the issuance of the Series A Preferred Units (as defined herein);

        WHEREAS, pursuant to the Recapitalization Agreement (as defined herein), in connection with the effectiveness of this Agreement, (i) the Partnership's equity interest in the Operating Company (as defined herein) has been recapitalized into newly issued OpCo Common Units (as defined herein) and newly issued OpCo Series A Preferred Units (as defined herein), (ii) each of Haymaker Minerals & Royalties, LLC, a Delaware limited liability company (" Kayne Anderson "), EIGF Aggregator III LLC, a Delaware limited liability company, TE Drilling Aggregator LLC, a Delaware limited liability company, Haymaker Management, LLC, a Texas limited liability company, and the Kimbell Art Foundation, a Texas non-profit corporation, has delivered and assigned to the Partnership the Common Units they owned, respectively, in exchange for (a) newly issued Class B Units (as defined herein) and (b) newly issued OpCo Common Units (as defined herein), and (iii) the Partnership has amended and restated the Limited Liability Company Agreement of the Operating Company to reflect these transactions (collectively, the " Restructuring ");

        WHEREAS, the Partnership has elected to be classified as an association taxable as a corporation for federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3(c) (the " Tax Election "), effective on the date immediately following the Recapitalization Date (as defined herein);

        WHEREAS, pursuant to the Recapitalization Agreement, the holders of Class B Units made the Class B Contribution (as defined herein);

        WHEREAS, in order to effect the Restructuring, the Tax Election and the Class B Contribution, it is necessary to amend the Prior Agreement as provided in this Agreement;

        WHEREAS, the Board of Directors (as defined herein) has approved this Agreement;

        WHEREAS, a Unit Majority (as defined herein) has approved this Agreement by written consent pursuant to Section 13.11 of the Prior Agreement in connection with the Tax Election; and

        WHEREAS, all necessary approvals under the Prior Agreement by the Board of Directors and, as a result of the approval by a Unit Majority pursuant to Section 13.11 of the Prior Agreement, the Unitholders (as defined herein), in connection with the adoption of this Agreement have been obtained.

        NOW, THEREFORE, the Prior Agreement is hereby amended and restated to provide, in its entirety, as follows:

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ARTICLE I

DEFINITIONS

         Section 1.1     Definitions.     The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

        " Accrual Election " has the meaning assigned to such term in Section 5.12(b)(i)(B) .

        " Accumulated Distributions " means, with respect to any Series A Preferred Unit, as of any date, the aggregate amount of accrued and unpaid distributions added to the Series A Liquidation Preference in accordance with Section 5.12(b)(i)(B) .

        " Adjusted Leverage Ratio " means, as of any date of determination, the quotient of (a) the sum, as of such date, of (i) Total Debt, plus (ii) the aggregate liquidation preference of all Outstanding Series A Senior Securities, and (b) EBITDAX for the period of the four fiscal quarters most recently ended as of such date for which financial information has been filed with the Commission.

        " Affiliate " means, 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" means 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. Without limiting the foregoing, for purposes of this Agreement, any Person that individually or together with its Affiliates, has the direct or indirect right to designate or cause the designation of at least one member to the Board of Directors, and any such Person's Affiliates, shall be deemed to be Affiliates of the General Partner.

        " Agreement " means this Third Amended and Restated Agreement of Limited Partnership of Kimbell Royalty Partners, LP, as it may be amended, supplemented or restated from time to time.

        " Arrangement Fee " has the meaning ascribed to such term in the Series A Purchase Agreement.

        " Asset Contributor " has the meaning given such term in Section 5.2(a) .

        " Associate " means, when used to indicate a relationship with any Person, (a) any corporation or organization of which such Person is a director, officer, manager, general partner or managing member or is, directly or indirectly, the owner of 20% or more of any class of voting stock or other voting interest; (b) any trust or other estate in which such Person has at least a 20% beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; and (c) any relative or spouse of such Person, or any relative of such spouse, who has the same principal residence as such Person.

        " Available Cash " means, with respect to any Quarter ending prior to the Liquidation Date:

        (a)   the sum of:

          (i)  all cash and cash equivalents of the Partnership and its Subsidiaries on hand at the end of that Quarter;

         (ii)  as determined by the General Partner, all cash or cash equivalents of the Partnership and its Subsidiaries on hand on the date of determination of Available Cash for that Quarter resulting from Working Capital Borrowings made after the end of that Quarter; and

        (iii)  all cash and cash equivalents of the Partnership received by the Partnership from distributions on OpCo Common Units by the Operating Company made with respect to such Quarter subsequent to the end of such Quarter and prior to the date of distribution of Available Cash;

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        (b)   less the amount of cash reserves established by the General Partner to:

          (i)  provide for the proper conduct of the business of the Partnership and its Subsidiaries (including reserves for future capital expenditures and for future credit needs of the Partnership and its Subsidiaries) after that Quarter;

         (ii)  comply with applicable law or any debt instrument or other agreement or obligation to which the Partnership or any of its Subsidiaries is a party or its assets are subject; and

        (iii)  provide funds for distributions under Section 6.3 or to the holders of Series A Preferred Units for any one or more of the next four Quarters; provided, however , that disbursements made by the Partnership or any of its Subsidiaries or cash reserves established, increased or reduced after the end of that Quarter but on or before the date of determination of Available Cash for that Quarter shall be deemed to have been made, established, increased or reduced, for purposes of determining Available Cash, within that Quarter if the General Partner so determines.

        Notwithstanding the foregoing, "Available Cash" with respect to the Quarter in which the Liquidation Date occurs and any subsequent Quarter shall equal zero.

        " Board of Directors " means the board of directors or board of managers of the General Partner, if the General Partner is a corporation or limited liability company, or the board of directors or board of managers or the general partner of the General Partner, if the General Partner is a limited partnership, as applicable.

        " Business Day " means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of Texas shall not be regarded as a Business Day.

        " Capital Contribution " means any cash, cash equivalents or the fair market value of any property that a Partner contributed to the Partnership.

        " Cause " means a court of competent jurisdiction has entered a final, non-appealable judgment finding the General Partner liable to the Partnership or any Limited Partner for actual fraud or willful misconduct in its capacity as a general partner of the Partnership.

        " Certificate " means a certificate, in such form (including global form if permitted by applicable rules and regulations) as may be adopted by the General Partner, issued by the Partnership evidencing ownership of one or more classes of Partnership Interests. The initial form of certificate approved by the General Partner for Common Units is attached as Exhibit A to this Agreement. Any modification to or replacement of such form of Certificate adopted by the General Partner shall not constitute an amendment to this Agreement.

        " Certificate of Limited Partnership " means the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of the State of Delaware as referenced in Section 7.3 , as such Certificate of Limited Partnership may be amended, supplemented or restated from time to time.

        " Class B Capital Contribution Per Unit Amount " equals five cents, subject to adjustment for any splits or combinations pursuant to Section 5.9 .

        " Class B Contribution " means the contribution described in Section 5.3(d) .

        " Class B Distribution Amount " means an amount per Class B Unit equal to 2% of the Class B Capital Contribution Per Unit Amount.

        " Class B Unit " means a Limited Partner Interest having the rights and obligations specified with respect to Class B Units in this Agreement. For the avoidance of doubt, other than the Class B Distribution Amount set forth in Section 6.3(b) , holders of Class B Units, in their capacity as such,

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shall not have any rights to profits or losses or any rights to receive distributions from operations or upon the liquidation or winding-up of the Partnership. A Common Unit is not a Class B Unit.

        " Closing Date " means February 8, 2017.

        " Closing Price " means, in respect of any class of Limited Partner Interests, as of the date of determination, the last sale price on such day, regular way, or in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, regular way, as reported on the principal National Securities Exchange on which Limited Partner Interests of such class are listed or admitted to trading or, if Limited Partner Interests of such class are not listed or admitted to trading on any National Securities Exchange, the last quoted price on such day, or if not so quoted, the average of the high bid and low asked prices on such day in the over-the-counter market, as reported by the primary reporting system then in use with respect to Limited Partner Interests of such class, or, if on any such day Limited Partner Interests of such class are not quoted by any such system, the average of the closing bid and asked prices on such day as furnished by a professional market maker making a market in Limited Partner Interests of such class selected by the General Partner, or if on any such day no market maker is making a market in Limited Partner Interests of such class, the fair value of such Limited Partner Interests on such day as determined by the General Partner.

        " Code " means the U.S. Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law.

        " Combined Interest " has the meaning given such term in Section 11.3(a) .

        " Commission " means the United States Securities and Exchange Commission.

        " Common Unit " means a Limited Partner Interest having the rights and obligations specified with respect to Common Units in this Agreement. A Class B Unit is not a Common Unit.

        " Common Unitholder " means a Record Holder of Common Units.

        " Conflicts Committee " means a committee of the Board of Directors composed of two or more directors, each of whom (a) is not an officer or employee of the General Partner, (b) is not an officer, director or employee of any Affiliate of the General Partner (other than Group Members), (c) is not a holder of any ownership interest in the General Partner or its Affiliates or any Group Member other than (i) Common Units and (ii) awards that are granted to such director in his or her capacity as a director under any long-term incentive plan, equity compensation plan or similar plan implemented by the General Partner or the Partnership and (d) is determined by the Board of Directors to be independent under the independence standards for directors who serve on an audit committee of a board of directors established by the Exchange Act and the rules and regulations of the Commission thereunder and by the National Securities Exchange on which the Common Units are listed or admitted to trading (or if the Common Units are not listed or admitted to trading, the New York Stock Exchange).

        " Contributing Parties " means, collectively, the Equity Contributors and the Asset Contributors.

        " Contribution Agreement " means that certain Contribution, Conveyance, Assignment and Assumption Agreement, dated as of December 20, 2016, by and among the Partnership, the General Partner, Kimbell Intermediate GP, LLC, Kimbell Intermediate Holdings, LLC, Kimbell Royalty Holdings, LLC and the other parties named therein, together with the additional conveyance documents and instruments contemplated or referenced thereunder.

        " Contribution Agreement Parties " means, collectively, the Contributing Parties, the General Partner and the Partnership Group.

        " Conversion Price " means $18.50, as may be adjusted as set forth in Section 5.12(b)(v)(E) .

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        " Credit Agreement " means the Credit Agreement dated as of January 11, 2017, among Kimbell Royalty Partners, LP, as the borrower, the several lenders thereto from time to time, and Frost Bank, as administrative agent and sole arranger, as amended, amended and restated, supplemented or otherwise modified from time to time (except in contravention hereof), together with any Replacement Credit Agreement. Any term defined herein by reference to the Credit Agreement (and any embedded defined terms therein) shall have the meaning set forth in the Credit Agreement as of the Series A Issuance Date, giving effect to any amendment, amendment and restatement or other modification dated as of the Series A Issuance Date. When applying U.S. GAAP to the terms of this Agreement, including when referencing any calculation made under or in accordance with the Credit Agreement, U.S. GAAP will be deemed to treat leases that would have been classified as operating leases in accounting principles in the United States as in effect on December 31, 2015 in a manner consistent with the treatment of such leases under general accepted accounting principles in the United States as in effect on December 31, 2015, notwithstanding any modifications or interpretive changes thereto that may occur thereafter.

        " Current Market Price " means, as of any date, for any class of Limited Partner Interests, the average of the daily Closing Prices per Limited Partner Interest of such class for the 20 consecutive Trading Days immediately prior to such date.

        " Customary Credit Facility " means a reserve-based revolving credit facility (including the Credit Agreement, as in effect as of the Series A Issuance Date, giving effect to any amendment, amendment and restatement or other modification dated as of the Series A Issuance Date) (a) with a conforming borrowing base based on the normal and customary standards and practices of, and provided solely by an administrative agent and lenders that are, commercial banks that are regulated by the U.S. Office of the Comptroller of the Currency and are in the business of valuing and re-determining the value of oil and gas properties in connection with conforming, reserve-based oil and gas loan transactions in the United States based upon, inter alia , the review by such lenders of the hydrocarbon reserves, royalty interests and assets and liabilities of the borrower and guarantors thereunder, with such valuation being determined at least semi-annually during each year and on such other occasions as may be required or provided for by the terms of the documentation therefor, (b) with respect to which all Indebtedness and other obligations under such credit facility are pari passu in right of payment, pricing, security and liquidation thereof, and (c) that does not carry any call protection (including, without limitation, any make-whole protection, prepayment premium, yield protection or similar protection or premium).

        " Deferred Issuance and Distribution " has the meaning given such term in Section 5.4 .

        " Delaware Act " means the Delaware Revised Uniform Limited Partnership Act, 6 Del C. Section 17-101, et seq., as amended, supplemented or restated from time to time, and any successor to such statute.

        " Departing General Partner " means a former General Partner from and after the effective date of any withdrawal or removal of such former General Partner pursuant to Section 11.1 or Section 11.2 .

        " Derivative Partnership Interests " means any options, rights, warrants, appreciation rights, tracking, profit and phantom interests and other derivative securities relating to, convertible into or exchangeable for Partnership Interests.

        " Distribution Rate " means 7.0% per annum, as may be adjusted as set forth in Section 5.12(b)(i)(B) and Section 5.12(b)(ix)(D) .

        " EBITDAX " has the meaning ascribed to such term in the Credit Agreement (including any embedded defined terms therein); provided, however , for purposes of calculating EBITDAX herein, EBITDAX (a) shall be calculated without giving effect to the add-backs provided under clauses (4), (5), (7) (other than on account of extraordinary losses for such period) and (8) of the definition of "EBITDAX" as provided in the Credit Agreement and (b) shall not be calculated on a Pro Forma

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Basis (as such term is defined in the Credit Agreement); provided that notwithstanding any limitations in the Credit Agreement, EBITDAX shall be determined with respect to the Partnership and all of its Subsidiaries ( i.e. , such calculation shall not be limited to Restricted Subsidiaries (as such term is defined in the Credit Agreement)).

        " Eligibility Certificate " means a certificate the General Partner may request a Limited Partner or a transferee of a Limited Partner Interest to execute as to such Person's (or such Person's beneficial owners') nationality, citizenship or other related status for the purpose of determining whether such Limited Partner is an Ineligible Holder.

        " Equity Contributor " has the meaning given such term in Section 5.2(b ).

        " Equity Securities " means, with respect to any Person, (a) any capital stock or other equity securities, (b) any securities directly or indirectly convertible into or exchangeable for any capital stock or other equity securities or containing any profit participation features, (c) any rights, options or incentive units, directly or indirectly, to subscribe for or to purchase any capital stock, other equity securities or securities containing any profit participation features or, directly or indirectly, to subscribe for or to purchase any securities, directly or indirectly, convertible into or exchangeable for any capital stock, other equity securities or securities containing any profit participation features, or (d) any stock appreciation rights, phantom stock rights or other similar rights.

        " Event of Withdrawal " has the meaning given such term in Section 11.1(a) .

        " Exchange Act " means the Securities Exchange Act of 1934, as amended, supplemented or restated from time to time, and any successor to such statute.

        " Exchange Agreement " means that certain Exchange Agreement, dated as of [     ·     ], 2018, among the Partnership, the General Partner, the Operating Company, the Kimbell Art Foundation, Kayne Anderson, EIGF Aggregator III LLC, TE Drilling Aggregator LLC and Haymaker Management, LLC.

        " Excluded Amounts " means the Arrangement Fee.

        " Final Partnership Redemption Notice " has the meaning assigned to such term in Section 5.12(b)(ix)(C) .

        " Forced Redemption Date " has the meaning assigned to such term in Section 5.12(b)(ix)(A) .

        " General Partner " means Kimbell Royalty GP, LLC, a Delaware limited liability company, and its successors and permitted assigns that are admitted to the Partnership as general partner of the Partnership, in their capacity as the general partner of the Partnership.

        " General Partner Interest " means the non-economic management interest of the General Partner in the Partnership (in its capacity as a general partner without reference to any Limited Partner Interest held by it), which includes any and all rights, powers and benefits to which the General Partner is entitled as provided in this Agreement, together with all obligations of the General Partner to comply with the terms and provisions of this Agreement. The General Partner Interest does not include any rights to ownership or profits or losses or any rights to receive distributions from operations or upon the liquidation or winding-up of the Partnership.

        " Group " means two or more Persons that, with or through any of their respective Affiliates or Associates, have any contract, arrangement, understanding or relationship for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent given to such Person in response to a proxy or consent solicitation made to 10 or more Persons), exercising investment power over or disposing of any Partnership Interests.

        " Group Member " means a member of the Partnership Group.

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        " Group Member Agreement " means the partnership agreement of any Group Member, other than the Partnership, that is a limited or general partnership, the limited liability company agreement of any Group Member that is a limited liability company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.

        " Incumbent Board " has the meaning assigned to such term in the definition of "Series A Change of Control" in this Section 1.1 .

        " Indebtedness " of any Person shall mean, if and to the extent (other than with respect to clause (e) below) the same would constitute indebtedness or a liability in accordance with U.S. GAAP, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (c) the deferred purchase price of assets or services that in accordance with U.S. GAAP would be required to be shown as a liability on the balance sheet of such Person (other than (i) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with U.S. GAAP and (ii) obligations resulting under firm transportation contracts or take or pay contracts entered into in the ordinary course of business), (d) the face amount of all letters of credit issued for the account of such Person and, without duplication, all drafts drawn thereunder, (e) all Indebtedness (excluding prepaid interest thereon) described in the other clauses of this definition of any other Person secured by any lien on any property owned by such Person, whether or not such Indebtedness has been assumed by such Person (but if such Indebtedness has not been assumed, limited to the lesser of the amount of such Indebtedness and the fair market value of the property securing such Indebtedness), (f) the undischarged balance of any production payment created by such Person or for the creation of which such Person directly or indirectly received payment and (g) without duplication, all guarantee obligations of such Person in respect of Indebtedness of another Person of the types described in the other clauses of this definition; provided that Indebtedness shall not include (i) trade and other ordinary-course payables and accrued expenses arising in the ordinary course of business, (ii) deferred or prepaid revenues, (iii) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller, (iv) in the case of the Partnership and its Subsidiaries, (A) all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business and (B) intercompany liabilities in connection with the cash management, tax and accounting operations of the Partnership and its Subsidiaries, (v) production payments and reserve sales, (vi) in-kind obligations relating to net oil, natural gas liquids or natural gas balancing positions arising in the ordinary course of business and (vii) any obligation in respect of a farm-in agreement or similar arrangement whereby such Person agrees to pay all or a share of the drilling, completion or other expenses of an exploratory or development well (which agreement may be subject to a maximum payment obligation, after which expenses are shared in accordance with the working or participation interest therein or in accordance with the agreement of the parties) or perform the drilling, completion or other operation on such well in exchange for an ownership interest in an oil or gas property.

        " Indemnitee " means (a) the General Partner, (b) any Departing General Partner, (c) any Person who is or was an Affiliate of the General Partner or any Departing General Partner, (d) any Person who is or was a manager, managing member, general partner, director, officer, fiduciary or trustee of (i) any Group Member, the General Partner or any Departing General Partner or (ii) any Affiliate of any Group Member, the General Partner or any Departing General Partner, (e) any Person who is or was serving at the request of the General Partner or any Departing General Partner or any Affiliate of the General Partner or any Departing General Partner as a manager, managing member, general

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partner, director, officer, fiduciary or trustee of another Person owing a fiduciary or contractual duty or standard of care to any Group Member; provided, however , that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, and (f) any Person the General Partner designates as an "Indemnitee" for purposes of this Agreement because such Person's status, service or relationship exposes such Person to potential claims, demands, actions, suits or proceedings relating to the Partnership Group's business and affairs.

        " Ineligible Holder " means a Limited Partner whose nationality, citizenship or other related status the General Partner determines, upon receipt of an Eligibility Certificate or other requested information, has created or would create under any federal, state or local law or regulation to which a Group Member is subject, a substantial risk of cancellation or forfeiture of any property in which a Group Member has an interest.

        " Initial Accrual Period " means the period beginning on the Series A Issuance Date and ending on the last day of the fourth non-consecutive Quarter with respect to which an Accrual Election is made. For the avoidance of doubt, in no event shall the Accrual Election be made in consecutive Quarters.

        " Initial Public Offering " means the initial offering and sale of Common Units to the public, including any offer and sale of Common Units pursuant to the Underwriters' Option, as described in the Registration Statement.

        " Interest Percentage " means the percentage set forth opposite each Contributing Party's name on Exhibit A of the Contribution Agreement.

        " IRR " means, as of any measurement date, the cumulative internal rate of return, compounded annually, with respect to a Series A Preferred Unit ( i.e. , the annual discount rate for which the net present value of all cash inflows from all Capital Contributions made to acquire such Series A Preferred Unit, and all cash outflows from all cash distributions in respect of such Series A Preferred Unit, are equal to $0), as calculated using the XIRR function in Microsoft Excel (or if such program is no longer available, such other software program for calculating a cumulative, annually-compounded internal rate of return approved by the Board of Directors, with the affirmative vote of the Record Holders of the Series A Required Voting Percentage, such affirmative vote not to be unreasonably withheld, conditioned or delayed) ((x) taking into account the respective dates of each such Capital Contribution and distribution, as well as the IRR measurement date, (y) treating each such Capital Contribution as a negative amount for purposes of such net present value calculation and (z) treating each such cash distribution in respect of any such Series A Preferred Unit as a positive amount for purposes of such net present value calculation). IRR shall be calculated on the basis of the actual number of days elapsed over a 365-day year. In calculating IRR for all such Series A Preferred Units as of any particular date, (a) the aggregate cash amounts distributed pursuant to Section 5.12(b)(i) with respect to any such Series A Preferred Unit on such date, and all amounts previously distributed pursuant to Section 5.12(b)(i) with respect to such Series A Preferred Unit, shall be taken into account, (b) Excluded Amounts shall be disregarded and not included as Capital Contributions or distributions in respect of Series A Preferred Units, and (c) Capital Contributions and cash distributions in respect of Series A Preferred Units will be deemed to have been received or paid on the actual date of receipt or payment.

        " Kayne Anderson " has the meaning given such term in the Recitals.

        " KKR " means Haymaker Resources, LP, a Delaware limited partnership.

        " Liability " means any liability or obligation of any nature, whether accrued, contingent or otherwise.

        " Limited Partner " means, unless the context otherwise requires, each Unitholder, each additional Person that becomes a Limited Partner pursuant to the terms of this Agreement and any Departing

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General Partner upon the change of its status from General Partner to Limited Partner pursuant to Section 11.3 , in each case, in such Person's capacity as a limited partner of the Partnership. For purposes of the Delaware Act, the Limited Partners shall constitute a single class or group of limited partners.

        " Limited Partner Interest " means an ownership interest of a Limited Partner in the Partnership, which may be evidenced by Common Units, Series A Preferred Units, Class B Units or other Partnership Interests (other than a General Partner Interest) or a combination thereof (but excluding Derivative Partnership Interests), and includes any and all benefits to which such Limited Partner is entitled as provided in this Agreement, together with all obligations of such Limited Partner pursuant to the terms and provisions of this Agreement.

        " Liquidation Date " means (a) in the case of an event giving rise to the dissolution of the Partnership of the type described in clauses (a) and (b) of the first sentence of Section 12.2 , the date on which the applicable time period during which the holders of Outstanding Units have the right to elect to continue the business of the Partnership has expired without such an election being made and (b) in the case of any other event giving rise to the dissolution of the Partnership, the date on which such event occurs.

        " Liquidator " means one or more Persons selected by the General Partner to perform the functions described in Section 12.4 as liquidating trustee of the Partnership within the meaning of the Delaware Act.

        " Management Services Agreement " means the management services agreements, dated as of February 8, 2017, among the Partnership, Kimbell Operating Company, LLC and the other parties thereto.

        " Merger Agreement " has the meaning given such term in Section 14.1 .

        " Minimum IRR " means, as of any measurement date: (a) prior to the fifth anniversary of the Series A Issuance Date, a 13.0% IRR with respect to such Series A Preferred Unit; (b) on or after the fifth anniversary of the Series A Issuance Date and prior to the sixth anniversary of the Series A Issuance Date, a 14.0% IRR with respect to such Series A Preferred Unit; and (c) on or after the sixth anniversary of the Series A Issuance Date, a 15.0% IRR with respect to such Series A Preferred Unit.

        " Minimum Return Amount " means, at the applicable time of determination:

        (1)   an amount in cash in the aggregate equal to the product of (A) the number of outstanding Series A Preferred Units multiplied by (B) for each such outstanding Series A Preferred Unit the greatest of (1) an amount (together with all prior distributions made in respect of such Series A Preferred Unit) necessary to achieve the Minimum IRR, (2) an amount (together with all prior distributions made in respect of such Series A Preferred Unit) necessary to achieve a Return on Investment equal to 1.2 times with respect to such Series A Preferred Unit and (3) the Series A Liquidation Preference with respect to such Series A Preferred Unit; and

        (2)   on a per Series A Preferred Unit basis, an amount in cash equal to the quotient of (x) the aggregate amount calculated in accordance with clause (1) above and (y) the number of outstanding Series A Preferred Units.

        " National Securities Exchange " means an exchange registered with the Commission under Section 6(a) of the Exchange Act (or any successor to such Section) and any other securities exchange (whether or not registered with the Commission under Section 6(a) (or successor to such Section) of the Exchange Act) that the General Partner shall designate as a National Securities Exchange for purposes of this Agreement.

        " Notice of Election to Purchase " has the meaning given such term in Section 15.1(b) .

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        " NYMEX Pricing " means, as of any date of determination with respect to any month (a) for crude oil, the closing settlement price for the Light, Sweet Crude Oil futures contract for each month, and (b) for natural gas, the closing settlement price for the Henry Hub Natural Gas futures contract for such month, in each case as published by New York Mercantile Exchange (NYMEX) on its website currently located at http://www.cmegroup.com/ or any successor thereto (as such pricing may be corrected or revised from time to time by the NYMEX in accordance with its rules and regulations)

        " OpCo Common Unit " means a limited liability company interest in the Operating Company having the rights and obligations specified with respect to "Common Units" in the OpCo Limited Liability Company Agreement.

        " OpCo Limited Liability Company Agreement " means the First Amended and Restated Limited Liability Company Agreement of the Operating Company, dated as of [     ·     ], 2018, as it may be amended, supplemented or restated from time to time.

        " OpCo Series A Preferred Unit " means a limited liability company interest in the Operating Company having the rights and obligations specified with respect to "Series A Preferred Units" in the OpCo Limited Liability Company Agreement.

        " Operating Company " means Kimbell Royalty Operating, LLC, a Delaware limited liability company.

        " Opinion of Counsel " means a written opinion of counsel (who may be regular counsel to, or the general counsel or other inside counsel of, the Partnership or the General Partner or any of its Affiliates) acceptable to the General Partner or to such other Person selecting such counsel or obtaining such opinion.

        " Option Closing Date " means the date or dates on which any Common Units were sold by the Partnership to the Underwriters upon exercise of the Underwriters' Option.

        " Organizational Limited Partner " means Rivercrest Royalties, LLC, in its capacity as the organizational limited partner of the Partnership pursuant to this Agreement.

        " Outstanding " means, with respect to Partnership Interests, all Partnership Interests that are issued by the Partnership and reflected as outstanding in the Partnership's Register as of the date of determination; provided , however , that if at any time any Person or Group (other than the General Partner or its Affiliates) beneficially owns 20% or more of the Partnership Interests of any class then Outstanding, none of the Partnership Interests owned by such Person or Group shall be entitled to be voted on any matter or be considered to be Outstanding when sending notices of a meeting of Limited Partners to vote on any matter (unless otherwise required by law), calculating required votes, determining the presence of a quorum or for other similar purposes under this Agreement, except that Partnership Interests so owned shall be considered to be Outstanding for purposes of Section 11.1(b) (such Partnership Interests shall not, however, be treated as a separate class of Partnership Interests for purposes of this Agreement or the Delaware Act); provided, further , that the foregoing limitation shall not apply to (a) any Person or Group who acquired 20% or more of the Partnership Interests of any class then Outstanding directly from the General Partner or its Affiliates (other than the Partnership), (b) any Person or Group who acquired 20% or more of the Partnership Interests of any class then Outstanding directly or indirectly from a Person or Group described in clause (a) provided that the General Partner shall have notified such Person or Group in writing that such limitation shall not apply, (c) any Person or Group who acquired 20% or more of any class of Partnership Interests issued by the Partnership with the prior approval of the Board of Directors, (d) any of the Contributing Parties or their respective Affiliates, (e) any holder of Series A Preferred Units in connection with any vote, consent or approval of the holders of Series A Preferred Units as a separate class, or on an as-converted basis with the holders of the Common Units, on any matter, (f) any Person or Group who owns 20% or more of the Partnership Interests of a class as the result of (A) any redemption or

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purchase of any other Person's or Persons' Partnership Interests by the Partnership or other similar action by the Partnership or (B) any conversion of Series A Preferred Units into Common Units pursuant to Section 5.12(b)(v)(B) .

        " Partners " means the General Partner and the Limited Partners.

        " Partnership " means Kimbell Royalty Partners, LP, a Delaware limited partnership.

        " Partnership Group " means, collectively, the Partnership and the Operating Company and each of their Subsidiaries.

        " Partnership Indebtedness Documents " shall mean any agreement, document or instrument governing or evidencing any Indebtedness for borrowed money of the Partnership or its Subsidiaries.

        " Partnership Interest " means any class or series of equity interest in the Partnership, which shall include any Limited Partner Interests and the General Partner Interest but shall exclude any Derivative Partnership Interests.

        " Partnership Redemption Date " has the meaning assigned to such term in Section 5.12(b)(ix)(D) .

        " Partnership Series A Redemption Notice " has the meaning assigned to such term in Section 5.12(b)(viii)(A) .

        " Paying Agent " shall mean the Transfer Agent, acting in its capacity as paying agent for the Series A Preferred Units, and its successors and assigns, or any other Person appointed to serve as paying agent by the Partnership.

        " Percentage Interest " means, as of any date of determination, as to any Unitholder with respect to Units, the quotient obtained by dividing (a) the number of Units held by such Unitholder by (b) the total number of Outstanding Units. The Percentage Interest with respect to the General Partner Interest shall at all times be zero. For purposes of determining the Percentage Interest of any Unitholder with respect to Series A Preferred Units as of any date of determination, each Series A Preferred Unit shall be deemed to have converted into the number of Common Units into which such Series A Preferred Unit is convertible as of such date at the then applicable Series A Conversion Rate pursuant to Section 5.12(b)(v)(A) , and such Common Units shall be deemed to be Outstanding Units and such Series A Preferred Units shall be deemed not to be Outstanding Units.

        " Permitted Dispositions " means:

        (1)   sales, lease assignments, conveyances and other dispositions of oil and gas properties and related assets to which no Proved Developed Producing Reserves are attributable and farm-outs of undeveloped acreage to which no Proved Developed Producing Reserves are attributable and assignments in connection with such farm-outs; and

        (2)   any exchange or swap of oil and gas properties; provided, that the consideration received in respect of such exchange or swap is equal to or greater than the fair market value of the oil and gas properties subject of such exchange or swap (as determined in good faith by the Board of Directors).

        " Permitted Transactions " means:

        (1)   any transaction or series of related transactions involving aggregate payments or consideration not in excess of $2,000,000;

        (2)   any transaction on terms, taken as a whole, that are substantially as favorable to the Partnership or the applicable Subsidiary as it would obtain at the time in a comparable arm's-length transaction with a Person that is not an Affiliate;

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        (3)   employment and severance arrangements and health, disability and similar insurance or benefit plans between the Partnership and its Subsidiaries and their respective directors, officers, employees or consultants (including management and employee benefit plans or agreements, subscription agreements or similar agreements pertaining to the repurchase of Units or other Equity Securities pursuant to put/call rights or similar rights with current or former employees, officers, directors or consultants and equity option or incentive plans and other compensation arrangements), in each case, in the ordinary course of business;

        (4)   any issuance of Units or other equity interests or other payments, awards or grants in cash, securities, Units or other Equity Securities or otherwise pursuant to, or the funding of, employment arrangements, equity options and equity ownership plans approved by the General Partner;

        (5)   transactions pursuant to the Management Services Agreements and any amendments, restatements, supplements or other modifications thereto that are not, taken as a whole, materially less favorable to Partnership and its Subsidiaries than such agreements as in effect on the Series A Issuance Date;

        (6)   any transaction in respect of which the Partnership obtains an opinion from an accounting, appraisal or investment banking firm, in each case of nationally-recognized standing that is in the good faith determination of the Partnership qualified to render such opinion, which opinion states that such transaction is (i) fair, from a financial point of view, to the Partnership or the applicable Subsidiary and (ii) on terms, taken as a whole, that are no less favorable to the Partnership or the applicable Subsidiary than would be obtained in a comparable arm's-length transaction with a Person that is not an Affiliate;

        (7)   any transaction with an Affiliate if such transaction has been approved by the Conflicts Committee in accordance with the terms of this Agreement;

        (8)   Pro Rata distributions in respect of, and Pro Rata redemptions or repurchases of, the Series A Preferred Units and other Units not prohibited by Section 5.12(b)(ii)(B) ;

        (9)   amendments to this Agreement or the Certificate of Limited Partnership permitted by Section 5.12(b)(ii)(B)(14) and the other terms of this Agreement; and

        (10) transactions contemplated by Section 5.12(b)(viii) , that are also effected in compliance with Section 5.09 of the Series A Purchase Agreement.

        " Person " means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, estate, unincorporated organization, association, government agency or political subdivision thereof or other entity.

        " Plan of Conversion " has the meaning given such term in Section 14.1 .

        " Prior Agreement " has the meaning assigned to such term in the Recitals.

        " Pro Rata " means when used with respect to (a) Units or any class thereof, apportioned equally among all designated Units in accordance with their relative Percentage Interests, (b) all Partners or Record Holders, apportioned among all Partners or Record Holders in accordance with their relative Percentage Interests, and (c) some but not all Partners or Record Holders, apportioned among such Partners or Record Holders in accordance with their relative Percentage Interests; provided, however , when used with respect to Series A Preferred Units, means apportioned among such Series A Preferred Units based on the number of Outstanding Series A Preferred Units or, if used with respect to Series A Preferred Units being redeemed or converted, apportioned among such Series A Preferred Units based on the number of such Series A Preferred Units being redeemed or converted.

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        " Proved Developed Producing Reserves " shall have the meaning assigned such term in the SPE Definitions.

        " Purchase Date " means the date determined by the General Partner as the date for purchase of all Outstanding Limited Partner Interests of a certain class (other than Limited Partner Interests owned by the General Partner and its Affiliates) pursuant to Article XV .

        " PV10 " means, in respect of the Proved Developed Producing Reserves of the Partnership's and its Subsidiaries' oil and gas properties, the net present value of future cash flows (discounted at 10% per annum) as reasonably calculated in good faith by the Partnership, and, if requested by the Record Holders of the Series A Required Voting Percentage, certified in writing by an authorized officer of the Partnership to the Record Holders as true and correct, but provided that each calculation of such expected future cash flow shall be made in accordance with the then existing standards of the Society of Petroleum Engineers; provided, further, that in any event (a) appropriate deductions shall be made for severance and ad valorem taxes, and for operating, gathering, transportation and marketing costs required for the production and sale of such reserves, (b) the pricing assumptions used in determining PV10 for any particular reserves shall be based upon the Strip Price and (c) the cash-flows derived from the pricing assumptions set forth in clause (b) above shall be further adjusted to account for the historical basis differential.

        " Quarter " means, unless the context requires otherwise, a fiscal quarter of the Partnership.

        " Recapitalization Agreement " means that certain Recapitalization Agreement, dated as of July 24, 2018, among the Partnership, the General Partner, the Operating Company, Kayne Anderson, EIGF Aggregator III LLC, TE Drilling Aggregator LLC, Haymaker Management, LLC, the Kimbell Art Foundation and KKR.

        " Recapitalization Date " means the date on which the Restructuring occurred.

        " Record Date " means the date established by the General Partner or otherwise in accordance with this Agreement for determining (a) the identity of the Record Holders entitled to receive notice of, or to vote at, any meeting of Limited Partners or entitled to vote by ballot or give approval of Partnership action in writing or by electronic transmission without a meeting, or entitled to exercise rights in respect of, any lawful action of Limited Partners (including voting) or (b) the identity of Record Holders entitled to receive any report or distribution or to participate in any offer.

        " Record Holder " means (a) with respect to any class of Partnership Interests for which a Transfer Agent has been appointed, the Person in whose name a Partnership Interest of such class is registered on the books of the Transfer Agent and in the Register as of the Partnership's close of business on a particular Business Day or (b) with respect to other classes of Partnership Interests, the Person in whose name any such other Partnership Interest is registered in the Register as of the Partnership's close of business on a particular Business Day.

        " Redeemable Interests " means any Partnership Interests for which a redemption notice has been given, and has not been withdrawn, pursuant to Section 4.9 .

        " Reference Date " means May 28, 2018.

        " Register " has the meaning given such term in Section 4.5(a ).

        " Registration Statement " means the Registration Statement on Form S-1 (File No. 333-215458) as it has been amended or supplemented from time to time, filed by the Partnership with the Commission under the Securities Act to register the offering and sale of the Common Units in the Initial Public Offering.

        " Replacement Credit Agreement " has the meaning assigned to such term in Section 5.12(b)(ii)(B)(3) .

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        " Reserve Report " means a Reserve Report (as such term is defined in the Credit Agreement) prepared by Netherland, Sewell & Associates, Inc. or Ryder Scott Company, L.P. (or any successor or, in the event that both have ceased to do business, any other independent petroleum engineer selected by the Board of Directors and reasonably approved by the Record Holders of the Series A Required Voting Percentage (such approval not to be unreasonably withheld, delayed or conditioned)) that is prepared in connection with the second scheduled redetermination each calendar year under the Credit Agreement or, if the Credit Agreement ceases to exist or no longer includes such a requirement, that is prepared as of on or about the last day of each fiscal year, or in each case, at the option of the Board of Directors, prepared as of a more recent date.

        " Restructuring " has the meaning given such term in the Recitals.

        " Return on Investment " means, with respect to each Series A Preferred Unit, as of any measurement date, an amount equal to the quotient of (a) the aggregate cash distributions made by the Partnership in respect of such Series A Preferred Unit and (b) the Series A Issue Price.

        " Securities Act " means the Securities Act of 1933, as amended, supplemented or restated from time to time and any successor to such statute.

        " Series A Change of Control " means the occurrence of any of the following:

        (1)   the Limited Partners of the Partnership prior to any merger, consolidation or other business combination transaction (or series of related transactions) do not continue to own at least 50% of the Partnership or other surviving entity following such merger, consolidation or other business combination transaction (or series of related transactions) to which the Partnership is a party;

        (2)   the acquisition, directly or indirectly (including, without limitation, by any merger, consolidation or business combination), of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of more than 50% of the voting equity interests of the General Partner (as measured by voting power rather than the number of shares, units or the like); provided, however, any such acquisition shall not constitute a Series A Change of Control if (i) the acquiring entity is an Affiliate of Rochelle Royalties, LLC, BGT Investments LLC or Double Eagle Interests, LLC as of the Series A Issuance Date and (ii) the beneficial owners of Rochelle Royalties, LLC (or their heirs or estates) as of the Reference Date beneficially own or control at least one-third of the voting equity interests (as measured by voting power rather than number of shares, units or the like) of such acquiring entity;

        (3)   any direct or indirect sale, lease, exchange, transfer, conveyance or other disposition by the Partnership, in one or a series of related transactions, of all or substantially all of the assets of the Partnership and its Subsidiaries, taken as a whole;

        (4)   the removal of the General Partner as general partner of the Partnership by the Limited Partners of the Partnership; provided, however, any such removal shall not constitute a Series A Change of Control if (i) the successor General Partner is an Affiliate of Rochelle Royalties, LLC, BGT Investments LLC or Double Eagle Interests, LLC as of the Series A Issuance Date and (ii) the beneficial owners of Rochelle Royalties, LLC (or their heirs or estates) as of the Reference Date beneficially own or control at least one-third of the voting equity interests (as measured by voting power rather than number of shares, units or the like) of the successor General Partner;

        (5)   the Common Units are no longer listed or admitted to trading on a National Securities Exchange;

        (6)   any dissolution or liquidation of the Partnership; or

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        (7)   individuals who, as of the Series A Issuance Date, constitute the Board of Directors (the " Incumbent Board ") cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a member of the Board of Directors subsequent to such date who was appointed by Kimbell GP Holdings, LLC, shall be considered as though such individual was a member of the Incumbent Board.

        For the avoidance of doubt, no transaction contemplated by Section 5.09 of the Series A Purchase Agreement shall constitute a Series A Change of Control.

        " Series A Conversion Date " has the meaning assigned to such term in Section 5.12(b)(v)(D) .

        " Series A Conversion Notice " has the meaning assigned to such term in Section 5.12(b)(v)(C)(1) .

        " Series A Conversion Notice Date " has the meaning assigned to such term in Section 5.12(b)(v)(C)(1) .

        " Series A Conversion Rate " means, (i) as of any time of determination pursuant to Section 5.12(b)(v)(A) , the number of Common Units issuable upon the conversion of each Series A Preferred Unit, which shall be equal to (x) the Series A Liquidation Preference (on a per Series A Preferred Unit basis) divided by (y) the Conversion Price then in effect or (ii) as of any time of determination pursuant to Section 5.12(b)(v)(B) , the number of Common Units issuable upon the conversion of each Series A Preferred Unit, which shall be equal to (x) the Minimum Return Amount (on a per Series A Preferred Unit basis) divided by (y) the Conversion Price then in effect.

        " Series A Conversion Unit " means a Common Unit issued upon conversion of a Series A Preferred Unit pursuant to Section 5.12(b)(v) . Immediately upon such issuance, each Series A Conversion Unit shall be considered a Common Unit for all purposes hereunder.

        " Series A Converting Unitholder " means a Series A Preferred Unitholder (a) who has delivered a Series A Conversion Notice to the Partnership in accordance with Section 5.12(b)(v)(C)(1) or (b) to whom the Partnership has delivered a Series A Mandatory Conversion Notice in accordance with Section 5.12(b)(v)(C)(2) .

        " Series A Cumulative Convertible Preferred Units " has the meaning assigned to such term in Section 5.12(a) of this Agreement.

        " Series A Distribution Amount " means, with respect to any Quarter ending on or after September 30, 2018, an amount per Series A Preferred Unit equal to the Series A Liquidation Preference multiplied by the Distribution Rate per annum (calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed) for such Quarter; provided , however , for purposes of determining the Series A Distribution Amount for the Quarter ending September 30, 2018, such Quarter shall be deemed to commence on the Series A Issuance Date and end on, and include, September 30, 2018 but calculated on the basis of a 365- (or 366-, as the case may be) day year as set forth above.

        " Series A Distribution Payment Date " has the meaning assigned to such term in Section 5.12(b)(i)(A) .

        " Series A Issuance Date " means the Closing Date (as such term is defined in the Series A Purchase Agreement).

        " Series A Issue Price " means $1,000.00 per Series A Preferred Unit.

        " Series A Junior Securities " means any class or series of Partnership Interests that, with respect to distributions on such Partnership Interests and distributions in respect of such Partnership Interests upon the liquidation, dissolution and winding up of the Partnership, ranks junior to the Series A

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Preferred Units, and shall include the Common Units, but shall not include any Series A Parity Securities or Series A Senior Securities.

        " Series A Liquidation Preference " means, as of any date of determination, with respect to each Series A Preferred Unit an amount equal to (a) the Series A Issue Price plus (b) the Accumulated Distributions.

        " Series A Mandatory Conversion Notice " has the meaning assigned to such term in Section 5.12(b)(v)(C)(2) .