Exhibit 2.1

CONTRIBUTION, CONVEYANCE, ASSIGNMENT

AND ASSUMPTION AGREEMENT

dated as of

December 20, 2016

by and among

KIMBELL ROYALTY PARTNERS, LP,

KIMBELL ROYALTY GP, LLC,

KIMBELL INTERMEDIATE GP, LLC,

KIMBELL INTERMEDIATE HOLDINGS, LLC,

KIMBELL ROYALTY HOLDINGS, LLC

AND

THE OTHER PARTIES HERETO

Table of Contents

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EXHIBITS

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CONTRIBUTION, CONVEYANCE, ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS CONTRIBUTION, CONVEYANCE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of December 20, 2016 (the “Execution Date”), is entered into by and among Kimbell Royalty Partners, LP, a Delaware limited partnership (the “MLP”), Kimbell Royalty GP, LLC, a Delaware limited liability company and the general partner of the MLP (the “GP”), Kimbell Intermediate GP, LLC, a Delaware limited liability company (“Intermediate GP”), Kimbell Intermediate Holdings, LLC, a Delaware limited liability company (“Intermediate Holdings”), Kimbell Royalty Holdings, LLC, a Delaware limited liability company (“Holdings”), and the Persons (as defined herein) set forth on Exhibit A hereto (each such other Person set forth on Exhibit A, a “Contributing Party” and collectively, the “Contributing Parties”). Each of the Contributors’ Representatives (as defined herein) hereby joins in the execution of this Agreement solely for the purposes of Section 11.9. Each of the Sponsors (as defined herein) hereby joins in the execution of this Agreement solely for the purposes of Section 6.7, Section 6.13, Section 6.14 and Exhibit K. Kimbell GP Holdings, LLC, a Delaware limited liability company and a joint venture among the Sponsors (“GP Holdings”), hereby joins in the execution of this Agreement solely for the purposes of Section 2.1 and 2.8. Each of the Transferring Parties (as defined herein) hereby joins in the execution of this Agreement solely for the purposes of Section 6.12.

WITNESSETH:

A.                                    WHEREAS, each Person set forth on Exhibit B hereto (each, an “Equity Contributor”) (i) directly owns the equity interests set forth opposite its name on Exhibit B hereto (the “Contributed Equity”) and (ii) indirectly (through each Contributed Entity in which such Equity Contributor holds such Contributed Equity) owns an overriding royalty, royalty or other mineral interest in the assets set forth opposite its name on Exhibit B hereto (the “Equity Owned Assets”).

B.                                    WHEREAS, each Person set forth on Exhibit C hereto (each, an “Asset Contributor”) directly owns an overriding royalty, royalty or other mineral interest in the assets set forth opposite its name on Exhibit C hereto (the “Contributed Assets”).

C.                                    WHEREAS, in each case as set forth on Exhibit B hereto, each Equity Contributor desires to contribute to Intermediate GP or Intermediate Holdings all of its Contributed Equity, and Intermediate GP or Intermediate Holdings desires to acquire such Contributed Equity from each Equity Contributor, in each case as set forth on Exhibit B hereto and upon the terms and subject to the conditions set forth in this Agreement.

D.                                    WHEREAS, each Asset Contributor desires to contribute to Holdings all of its right, title and interest in the Contributed Assets and to assign to Holdings all of the Assumed Liabilities with respect thereto, and Holdings desires to acquire such right, title and interest in the Contributed Assets from each Asset Contributor and to assume such Assumed Liabilities, each upon the terms and subject to the conditions set forth in this Agreement.

E.                                     WHEREAS, prior to the date hereof, (i) Westside Energy, LLC (“Westside”) formed the GP under the terms of the Delaware LLC Act and contributed $1,000 to the GP in

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exchange for all the membership interests in the GP; (ii) the GP and Rivercrest Royalties, LLC (“Rivercrest”) formed the MLP under the terms of the Delaware Revised Uniform Limited Partnership Act, Rivercrest contributed $1,000 to the MLP in exchange for a 100% limited partner interest in the MLP and the GP received a non-economic general partner interest in the MLP; (iii) the MLP formed Intermediate GP under the terms of the Delaware LLC Act and contributed $1,000 to Intermediate GP in exchange for all the membership interests in Intermediate GP; (iv) the MLP formed Intermediate Holdings under the terms of the Delaware LLC Act and contributed $1,000 to Intermediate Holdings in exchange for all the membership interests in Intermediate Holdings and (v) Intermediate Holdings formed Holdings under the terms of the Delaware LLC Act and contributed $1,000 to Holdings in exchange for all the membership interests in Holdings.

F.                                      WHEREAS, GP Holdings will complete the Pre-Closing Restructuring after the Execution Date and prior to the Closing Date, as set forth in Section 2.1 of this Agreement.

G.                                    WHEREAS, on or before the Closing Date, each Contributing Party will execute and deliver to the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings a certificate in the form specified in Treasury Regulation Section 1.1445-2(b)(2)(iv), stating that such Contributing Party is not a “foreign person” within the meaning of Section 1445 of the Code.

H.                                   WHEREAS, on the Closing Date (i) each Equity Contributor will contribute to Intermediate GP or Intermediate Holdings all of such Equity Contributor’s Contributed Equity, and Intermediate GP or Intermediate Holdings will acquire such Contributed Equity from the Equity Contributors, in each case as set forth on Exhibit B hereto and upon the terms and subject to the conditions set forth in this Agreement; and (ii) each Asset Contributor will contribute to Holdings all of such Asset Contributor’s right, title and interest in the Contributed Assets, and Holdings will acquire such right, title and interest in the Contributed Assets from the Asset Contributors, in each case upon the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises set forth above and the respective representations, warranties, covenants, agreements and conditions contained in this Agreement, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS

1.1                                           Definitions. In this Agreement, unless the context otherwise requires, the following terms shall have the following respective meanings:

“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. For the avoidance of

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doubt, (a) from and after the Closing, the Contributed Entities shall not be deemed to be Affiliates of the Contributing Parties (or their respective Affiliates) and (b) prior to the Closing, the Contributed Entities shall not be deemed to be Affiliates of the MLP, the GP, Intermediate GP, Intermediate Holdings or Holdings (or their respective Affiliates).

“Aggregate Consideration” means, with respect to a particular Contributing Party, the total consideration paid by or on behalf of the MLP to such Contributing Party pursuant to Article II. In determining the “Aggregate Consideration,” the value of the Common Units granted to a Contributing Party shall be based on the price to the public as set forth on the front cover of the Final Prospectus and, for the avoidance of doubt, shall not include reductions for any underwriting discount or structuring fee or any other fees and expenses incurred by the MLP or the other parties to this Agreement in connection therewith.

“Agreement” has the meaning set forth in the Preamble.

“Asset Contribution” means the contribution by each Asset Contributor of its right, title and interest in and to the Contributed Assets set forth opposite such Asset Contributor’s name on Exhibit C pursuant to this Agreement.

“Asset Contributor” has the meaning set forth in the Recitals.

“Asset Contributor Closing Deliverables” has the meaning set forth in Section 2.8(d).

“Asset Contributor FIRPTA Certificates” has the meaning set forth in Section 2.8(c).

“Asset Oil and Gas Documents” has the meaning set forth in Section 4.10.

“Assignments” has the meaning set forth in Section 2.8(d)(i).

“Assumed Liabilities” means the obligations and liabilities of each Asset Contributor with respect to the Contributed Assets, in each case other than the Retained Liabilities with respect to the Contributed Assets.

“Bakken Assets” has the meaning set forth in Section 6.12(a)(i).

“Board of Directors” means the board of directors of the GP.

“Business” means the business of acquiring, managing, leasing, selling and otherwise dealing with producing and non-producing mineral and royalty interests in oil and natural gas properties.

“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 States of New York or Texas shall not be regarded as a Business Day.

“Closing” has the meaning set forth in Section 2.8.

“Closing Date” means the date on which the MLP closes the Initial Public Offering.

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“Code” means the Internal Revenue Code of 1986, as amended.

“Common Units” means common units representing limited partner interests in the MLP.

“Confidential Information” means any information that is held by a disclosing Party as of the Execution Date or as thereafter acquired, developed or used by such disclosing Party relating to it and its Affiliates’ past, present and future business affairs including, finances, customer information, supplier information, products, services, organizational structure and internal practices, forecasts and other financial results, records and budgets, whether oral or in written form, but shall exclude any information that (a) at the time of disclosure or thereafter is generally available to and known by the public (other than from disclosure in violation of this Agreement) or (b) was known by the receiving Party before being disclosed by or on behalf of the disclosing Party under this Agreement.

“Contributed Assets” has the meaning set forth in the Recitals.

“Contributed Entities” means all of the entities specified as such and listed on Exhibit B hereto.

“Contributed Equity” has the meaning set forth in the Recitals.

“Contributing Parties” has the meaning set forth in the Preamble.

“Contributing Parties Group” means the Contributing Parties, their respective Subsidiaries and controlled Affiliates and their respective directors, managers, officers, employees, agents, representatives, and permitted successors and assigns.

“Contributors’ Representative” and “Contributors’ Representatives” have the meaning set forth in Section 11.9(a).

“Damages” has the meaning set forth in Section 9.2(a).

“Deferred Issuance and Distribution” has the meaning set forth in Section 2.9.

“Delaware Courts” has the meaning set forth in Section 11.3.

“Delaware LLC Act” means the Delaware Limited Liability Company Act.

“Disclosed Reserve Report” means a report prepared by Ryder Scott Company, L.P. or another independent petroleum engineering firm setting forth, as of the most recent date for which such information is provided in the Registration Statement, the estimated proved reserves attributable to the Oil and Gas Properties of the Contributing Parties, a summary of which is included as an exhibit to such Registration Statement.

“Distributed Interests” has the meaning set forth in Section 2.2.

“Duncan Management Services Agreement” means that certain Management Services Agreement to be entered into at the Closing by Duncan Management, LLC, a Texas limited

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liability company, and Kimbell Operating, substantially in the form attached as Exhibit L-1 hereto.

“Effective Time” means 12:01 a.m. (Fort Worth, Texas time) on the first day of the calendar month in which the Closing occurs.

“End Date” has the meaning set forth in Section 10.1(e).

“Entity” means any firm, partnership, joint venture, venture capital fund, limited liability company, association, trust, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Entity, syndicate or other entity, regardless of whether having legal status.

“Environmental Laws” means any applicable Law (including common law) regulating or prohibiting Releases of Hazardous Materials into any part of the workplace or the environment, relating to the generation, manufacture, processing, distribution, use, treatment, storage, transport, or disposal of Hazardous Materials, or pertaining to the prevention of pollution or remediation of contamination or the protection of natural resources, wildlife, the environment, or public or employee health and safety including the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. Section 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section 5101 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), the Clean Water Act (33 U.S.C. Section 1251 et seq.), the Clean Air Act (42 U.S.C. Section 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.), the Oil Pollution Act of 1990 (33 U.S.C. Section 2701 et seq.), the Atomic Energy Act of 1954 (42 U.S.C. Section 2014 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. Section 136 et seq.), the National Environmental Policy Act (42 U.S.C. Section 4321 et seq.) and the Occupational Safety and Health Act (29 U.S.C. Section 651 et seq.) and the regulations promulgated pursuant thereto, and any analogous international treaties, national, provincial, state or local statutes, and the regulations promulgated pursuant thereto, as such Laws have been amended as of the Closing Date.

“Equity Contributor” has the meaning set forth in the Recitals.

“Equity Contributor Closing Deliverables” has the meaning set forth in Section 2.8(b).

“Equity Contributor FIRPTA Certificates” has the meaning set forth in Section 2.8(a).

“Equity Interest Transfers” has the meaning set forth in Section 2.8(b)(i).

“Equity Oil and Gas Documents” has the meaning set forth in Section 3.14.

“Equity Owned Assets” has the meaning set forth in the Recitals.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended.

“Execution Date” has the meaning set forth in the Preamble.

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“Final Prospectus” means the final prospectus filed by the MLP with the SEC in connection with the Initial Public Offering.

“Firm Units” means the Common Units to be sold to the Underwriters pursuant to the terms of the Underwriting Agreement, excluding the Option Units.

“GAAP” has the meaning set forth in Section 1.2(b).

“Good and Defensible Title” has the meaning set forth in Section 3.12.

“Governing Documents” means any of the following: (a) in the instance of a corporation, the certificate or articles of incorporation or formation and bylaws of such corporation, (b) in the instance of a partnership, the partnership agreement, (c) in the instance of a limited partnership, the certificate of formation of limited partnership and the limited partnership agreement, (d) in the instance of a limited liability company, the articles of organization or certificate of formation and limited liability company agreement or similar agreement, and (e) in any other instances, any similar governing document under which an association, trust, estate, group, body corporate, unincorporated association or organization, syndicate or other entity, regardless of whether having legal status, was organized, formed, created or operates, in each case as amended, supplemented or otherwise modified from time to time.

“Governmental Authorization” has the meaning set forth in Section 3.2(c).

“Governmental Entity” means any (a) multinational, federal, national, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, administrative agency, board or bureau, domestic or foreign, (b) subdivision, agent, commission, board, or authority of any of the foregoing, or (c) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing, in each case, that has jurisdiction or authority with respect to the applicable party.

“GP” has the meaning set forth in the Preamble.

“GP Holdings” has the meaning set forth in the Preamble.

“GP LLC Agreement” has the meaning set forth in Section 2.8(e)(i).

“Hazardous Material” means and includes any substance defined, designated or classified as a hazardous waste, hazardous substance, hazardous material, pollutant, contaminant or toxic substance under any Environmental Law, including any petroleum or petroleum products.

“Holdings” has the meaning set forth in the Preamble.

“Indemnified Party” means any Person entitled to indemnification in accordance with Article IX.

“Indemnified Representations” means (a) with respect to each Equity Contributor, those representations and warranties of each Equity Contributor set forth in Section 3.1(a), Section

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3.1(c), Section 3.2(a)-(c) Section 3.3(a)-(c), Section 3.8, Section 3.16 and Section 3.17; (b) with respect to each Asset Contributor, those representations and warranties set forth in Section 4.1, Section 4.2, Section 4.7, Section 4.12 and Section 4.13; and (c) with respect to each of the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings, those representations and warranties set forth in Section 5.1, Section 5.2 and Section 5.4.

“Indemnified Taxes” has the meaning set forth in Section 8.5.

“Indemnifying Party” means any Person from whom indemnification may be required in accordance with Article IX.

“Indemnity Notice” has the meaning set forth in Section 9.5(b).

“Initial Public Offering” means the first underwritten public offering of Common Units pursuant to a registration statement that is filed by the MLP and declared effective under the Securities Act, with gross proceeds to the MLP of at least $80 million; provided that the Contributing Parties and their Affiliates collectively hold no less than 60% of the total Common Units outstanding immediately following the first closing related to such Initial Public Offering. For purposes of this Agreement, gross proceeds to the MLP shall be determined by multiplying the number of Common Units to be sold to the public in the Initial Public Offering by the price to the public and, for the avoidance of doubt, shall not include reductions for any underwriting discount or structuring fee or any other fees and expenses incurred by the MLP or the other parties to this Agreement in connection therewith.

“Interest Percentage” means the percentage set forth opposite each Contributing Party’s name on Exhibit A hereto.

“Intermediate GP” has the meaning set forth in the Preamble.

“Intermediate Holdings” has the meaning set forth in the Preamble.

“K3 Royalties Management Services Agreement” means that certain Management Services Agreement to be entered into at the Closing by K3 Royalties, LLC, a Texas limited liability company, and Kimbell Operating, substantially in the form attached as Exhibit L-2 hereto.

“Kimbell Operating” means Kimbell Operating Company, LLC, a Delaware limited liability company and a wholly owned subsidiary of the GP.

“Knowledge” means (a) with respect to an individual, the actual, present knowledge of such individual and (b) with respect to any Entity, the actual, present knowledge of the individual or individuals employed by such Entity that have management-level responsibility for the fact or matter in question, in each case without any obligation of inquiry.

“Laws” means all statutes, regulations, statutory rules, orders, judgments, decrees and terms and conditions of any grant of approval, permission, authority, permit or license of any court, Governmental Entity, statutory body or self-regulatory authority.

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“Liens” means any mortgage, lien, pledge, charge, security interest, claim, restriction on transfer, proxy or voting or other agreement or other legal or equitable encumbrance, limitation or restriction of any nature whatsoever.

“Lock-Up Period” has the meaning set forth in Section 6.11(b).

“Marcellus Assets” has the meaning set forth in Section 6.12(a)(iii).

“Material Adverse Effect” means (a) with respect to any Party, a material adverse effect on the ability of such Party to consummate the transactions provided for herein or to perform its obligations hereunder or (b) with respect to any Person, any event, occurrence, fact, condition, change, development or effect, individually or in the aggregate, that has had or is reasonably likely to result in a material and adverse effect on the business, assets, financial condition or results of operations of such Person; provided, however, that, with respect to clause (b), a Material Adverse Effect shall not include any event, occurrence, fact, condition, change, development or effect on the business, assets, financial condition or results of operations of such Person to the extent arising or resulting from (i) changes in the oil and natural gas industry to the extent that such changes would have the same general effect on companies engaged in the same industry, (ii) changes in general economic conditions (including changes in oil and natural gas prices or interest rates), financial or securities markets or political conditions, in each case to the extent that such changes would have the same general effect on companies engaged in the same lines of business as those conducted by such Person, (iii) changes in Laws or standards or interpretations thereof or changes in accounting standards, requirements or principles (including GAAP), (iv) the announcement, execution or performance of this Agreement, the consummation of the transactions contemplated hereby, or the Initial Public Offering, (v) any natural disaster or acts of terrorism, sabotage, military action or war (whether or not declared) not directly damaging or impacting such Person, to the extent that such acts have the same general effect on companies engaged in the same lines of business as those conducted by such Person, or (vi) any action required to be taken under any applicable Law.

“Materiality Requirement” means any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects” or have a “Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

“MLP” has the meaning set forth in the Preamble.

“MLP Group” has the meaning set forth in Section 6.12(a)(i).

“MLP Group Member” has the meaning set forth in Section 6.12(b)(i).

“MLP Transaction” has the meaning set forth in Section 6.6.

“Nail Bay Royalties Management Services Agreement” means that certain Management Services Agreement to be entered into at the Closing by Nail Bay Royalties, LLC, a Texas limited liability company, and Kimbell Operating, substantially in the form attached as Exhibit L-3 hereto.

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“Non-Represented Contributors” has the meaning set forth in Section 11.9(a).

“Notice” has the meaning set forth in Section 11.2.

“Oil and Gas Properties” means, collectively, the Contributed Assets and Equity Owned Assets.

“Option Period” means the period from the date of the Underwriting Agreement to the date that is 30 days after the date of the Underwriting Agreement.

“Option Units” means the Common Units subject to the over-allotment option granted to the Underwriters by the MLP pursuant to the Underwriting Agreement.

“Participate” means the provision, directly or indirectly, of any oil and gas title, land due diligence, reserve engineering and other business services in connection with the acquisition of mineral or royalty interests and related assets.

“Participation Exercise Notice” has the meaning set forth in Section 6.8(b).

“Participation Notice” has the meaning set forth in Section 6.8(b).

“Participation Response Deadline” has the meaning set forth in Section 6.8(b).

“Participation Right” has the meaning set forth in Section 6.8(a).

“Partnership Agreement” has the meaning set forth in Section 2.8(e)(ii).

“Partnership Group” means the MLP, the GP, Intermediate GP, Intermediate Holdings, Holdings, their Subsidiaries and controlled Affiliates and their respective directors, managers, officers, employees, agents, representatives, and permitted successors and assigns.

“Party” or “Parties” means each of the Contributing Parties, including the Equity Contributors and the Asset Contributors, and the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings.

“Permian Assets” has the meaning set forth in Section 6.12(a)(ii).

“Permits” has the meaning set forth in Section 3.5(b).

“Permitted Liens” means any of the following: (a) Liens for Taxes not yet due and payable or that are being contested in good faith by appropriate proceedings; (b) Liens affecting the interest of the grantor of any easements benefitting owned real property and Liens attaching to real property, fixtures or leasehold improvements, which would not materially impair the use of the real property in the operation of the business thereon; (c) in the case of oil and gas leases, the lessor’s Production Burdens; (d) Liens in favor of vendors, carriers, warehousemen, mechanics, materialmen, repairmen, construction or similar Liens or other encumbrances arising by operation of applicable Law, in each case for amounts not yet delinquent or that are being contested in good faith; (e) Liens created under joint operating agreements, participation

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agreements or development agreements, in each case for amounts not yet delinquent or that are being contested in good faith; (f) in the case of real property, in addition to items in clauses (a), (b), and (c), zoning, building, or other restrictions, variances, covenants, rights of way, encumbrances, easements and other irregularities in title, none of which, individually or in the aggregate, interfere in any material respect with the present use of or occupancy of the affected parcel or materially impair the value of such assets; (g) Liens, exceptions, defects or irregularities in title, easements, imperfections of title, claims, charges, security interests, rights-of-way, covenants, restrictions and other similar matters that would be accepted by a reasonably prudent purchaser of Oil and Gas Properties; and (h) Liens that, individually or in the aggregate, do not materially detract from the value, or impair in any material manner the use, of the properties or assets subject thereto.

“Person” includes any individual or Entity.

“Plan” means, whether written or oral, each “employee benefit plan” within the meaning of Section 3(3) of ERISA (including “multiemployer plans” within the meaning of Section 3(37) of ERISA) and any and all employment, deferred compensation, change in control, severance, termination, loan, employee benefit, retention, bonus, pension, profit sharing, savings, retirement, welfare, incentive compensation, stock or equity-based compensation, stock purchase, stock appreciation, collective bargaining, fringe benefit, vacation, paid time off, sick leave or other similar agreements, plans, programs, policies, understandings or arrangements.

“Pre-Closing Restructuring” has the meaning set forth in Section 2.1.

“Pre-Transaction Claims” has the meaning set forth in Section11.1.

“Pre-Transaction Matters” has the meaning set forth in Section 11.1.

“Production Burdens” means all royalty interests, overriding royalty interests, production payments, net profit interests or other similar interests that constitute a burden on, and are measured by or are payable out of, the production of hydrocarbons or the proceeds realized from the sale or other disposition thereof (including any amounts payable to publicly traded royalty and net profits interest trusts), other than Taxes and assessments of Governmental Entities.

“Proposed Transaction” has the meaning set forth in Section 6.12(b)(i).

“Qualified Acquisition” has the meaning set forth in Section 6.8(a).

“Recapitalization” has the meaning set forth in Section 2.10.

“Registration Statement” means the Registration Statement on Form S-1 (including the prospectus included therein and the exhibits thereto), as amended from time to time, to be filed by the MLP in connection with the Initial Public Offering.

“Release” means any depositing, spilling, leaking, pumping, pouring, placing, burying, emitting, discarding, abandoning, emptying, discharging, migrating, injecting, escaping, leaching, dumping or disposing into the environment.

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“Released Parties” has the meaning set forth in Section 11.1.

“Releasing Parties” has the meaning set forth in Section 11.1.

“Represented Contributors” has the meaning set forth in Section 11.9(a).

“Required Consent” means, with respect to the Oil and Gas Properties, a consent requirement that would be triggered by the transactions contemplated by this Agreement and that provides that any transfer of or change of control with respect to such Oil and Gas Property without such consent will result in (a) a termination or other material impairment of the owner’s existing rights in relation to such Oil and Gas Property, (b) the Assignment or Equity Interest Transfer being null and void as to such Oil and Gas Property, or (c) the incurrence of a material liability to the MLP Group.

“Reserve Report” means the report prepared by Ryder Scott Company, L.P. setting forth, as of December 31, 2015, the estimated proved reserves attributable to the Oil and Gas Properties of the Contributing Parties, as previously provided to each of the Contributing Parties.

“Reserve Report Engineers” means Ryder Scott Company, L.P. and any other independent petroleum engineering firm involved in the preparation of a Disclosed Reserve Report.

“Retained Liabilities” means, with respect to each particular Asset Contributor, other than the Assumed Liabilities, (a) any obligations or liabilities arising out of any Liens or indebtedness incurred by, associated with or otherwise burdening such Asset Contributor; (b) any obligations or liabilities arising out of any Liens incurred or created by, through, or under such Asset Contributor or its Affiliates, burdening the Contributed Assets of such Asset Contributor; (c) all obligations and liabilities of such Asset Contributor or any of its Affiliates, whether before or after the Effective Time, in respect of any assets of such Asset Contributor or of its Affiliates that are not Contributed Assets (including for the avoidance of doubt, any assets which are excluded pursuant to the terms of any Assignment made by such Asset Contributor); (d) except as otherwise provided for in this Agreement, any liabilities or obligations of such Asset Contributor arising from or incurred in connection with the negotiation, preparation or execution of this Agreement or the transactions this Agreement contemplates, including fees and expenses of such Asset Contributor’s counsel; (e) such Asset Contributor’s portion of the Shared Expenses; and (f) any obligations or liabilities for which such Asset Contributor is obligated to indemnify the Partnership Group pursuant to this Agreement.

“Rivercrest” has the meaning set forth in the Recitals.

“Rivercrest Credit Agreement” means that certain Credit Agreement between Rivercrest Royalties, LLC, as borrower, and Frost Bank, as lender, dated January 31, 2014, as may be amended from time to time.

“ROFO Assets” has the meaning set forth in Section 6.12(a)(iii).

“ROFO Notice” has the meaning set forth in Section 6.12(b)(i).

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“ROFO Response” has the meaning set forth in Section 6.12(b)(i).

“ROFO Response Deadline” has the meaning set forth in Section 6.12(b)(i).

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Shared Expenses” has the meaning set forth in Section 6.6.

“Sponsors” means BGT Investments LLC, Double Eagle Interests, LLC and Rochelle Royalties, LLC.

“Steward Royalties Management Services Agreement” means that certain Management Services Agreement to be entered into at the Closing by Steward Royalties, LLC, a Texas limited liability company, and Kimbell Operating, substantially in the form attached as Exhibit L-4 hereto.

“Subsidiary” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof; (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general partner of such partnership, but only if such Person, one or more Subsidiaries of such Person, or a combination thereof, controls such partnership on the date of determination; or (c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

“Survival Period” has the meaning set forth in Section 9.1.

“Supermajority Interest” means (a) prior to the date of the Final Prospectus, a number of Contributing Parties that, in accordance with this Agreement, would receive at least 75% of the total consideration to be paid to all Contributing Parties under this Agreement and (b) on or after the date of the Final Prospectus, a number of Contributing Parties that received at least 75% of the total consideration paid to all Contributing Parties under this Agreement. For these purposes, the value of the Common Units to be granted to the Contributing Parties shall (x) prior to the date of the Final Prospectus, be $20 per unit, and (y) on or after the date of the Final Prospectus, be based on the price to the public as set forth on the front cover of the Final Prospectus.

“Tax” means taxes of any kind, levies or other like assessments, customs, duties, imposts, charges or fees, including income, gross receipts, ad valorem, value added, excise, real or personal property, asset, sales, use, federal royalty, license, payroll, transaction, capital, net worth and franchise taxes, estimated taxes, withholding, employment, social security, workers compensation, utility, severance, production, unemployment compensation, occupation, premium, transfer and gains taxes or other governmental taxes imposed or payable to the United

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States or any state, local or foreign governmental subdivision or agency thereof, and in each instance such term shall include any interest, penalties or additions to tax attributable to any such Tax, including penalties for the failure to file any Tax Return or report and any obligation to indemnify or otherwise assume or succeed to the Tax liability of any other Person, whether by contract, Law, or otherwise.

“Tax Authority” means any revenue, or fiscal governmental, state, community, municipal or regional authority, body or person authorized or empowered to impose, administer or collect any Tax.

“Tax Return” means any report, return, election, document, estimated Tax filing, declaration, claim for refund, information return, or other filing provided to any Tax Authority, including any attachments thereto or amendments thereof.

“Third Party” or “Third Parties” means any Person other than the Contributing Parties Group, the Partnership Group or any of their respective successors and assigns.

“Transaction Documents” means each of the Asset Contributor Closing Deliverables, the Asset Contributor FIRPTA Certificates, the Equity Contributor Closing Deliverables, the Equity Contributor FIRPTA Certificates, the GP LLC Agreement, the Duncan Management Services Agreement, the K3 Royalties Management Services Agreement, the Nail Bay Royalties Management Services Agreement, the Partnership Agreement, the Steward Royalties Management Services Agreement, the Taylor Companies Management Services Agreement and the other documents contemplated hereby and thereby.

“Transfer” has the meaning set forth in Section 6.12(a)(i).

“Transfer Taxes” has the meaning set forth in Section 8.1.

“Transferring Party” has the meaning set forth in Section 6.12(b)(i).

“Treasury Regulations” means the Treasury regulations promulgated under the Code.

“Taylor Companies Management Services Agreement” means that certain Management Services Agreement to be entered into at the Closing by Taylor Companies Mineral Management, LLC, a Texas limited liability company, and Kimbell Operating Company, LLC, substantially in the form attached as Exhibit L-5 hereto.

“Underwriters” has the meaning set forth in the Underwriting Agreement.

“Underwriting Agreement” means the underwriting agreement to be entered into among the MLP, the GP and the Underwriters party thereto with respect to the Initial Public Offering.

“Westside” has the meaning set forth in the Recitals.

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1.2                                           Rules of Construction.

(a)                                 The division of this Agreement into articles, sections and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof. Unless otherwise indicated, all references to an “Article” or “Section” followed by a number or a letter refer to the specified Article or Section of this Agreement. Unless otherwise indicated, all references to an “Exhibit” or “Schedule” followed by a number or a letter refer to the specified Exhibit or Schedule to this Agreement. The terms “this Agreement,” “hereof,” “herein” and “hereunder” and similar expressions refer to this Agreement, including the exhibits and schedules hereto, and not to any particular Article, Section or other portion hereof. The words “shall” and “will” are used interchangeably throughout this Agreement and shall accordingly be given the same meaning, regardless of which word is used.

(b)                                 Unless otherwise specifically indicated or the context otherwise requires, (i) all references to “dollars” or “$” mean United States dollars, (ii) words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders, (iii) “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation,” (iv) all words used as accounting terms shall have the meanings assigned to them under United States generally accepted accounting principles, as amended from time to time (“GAAP”), applied on a consistent basis, (v) “ordinary course of business” means, with respect to a Person, the ordinary course of business of such Person consistent with past practices of such Person, and (vi) the word “or” shall be disjunctive but not exclusive. If any date on which any action is required to be taken hereunder by any of the Parties is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day. Reference to any Party hereto is also a reference to such Party’s permitted successors and assigns.

(c)                                  The Parties have participated jointly in the negotiation and drafting of this Agreement. No provision of this Agreement will be interpreted in favor of, or against, any of the Parties by reason of the extent to which any such Party or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior draft of this Agreement, and no rule of strict construction will be applied against any Party hereto. This Agreement will not be interpreted or construed to require any person to take any action, or fail to take any action, if to do so would violate any applicable Law.

ARTICLE II

CONTRIBUTIONS; ASSUMPTION; CLOSING

2.1                                           Pre-Closing Restructuring. Westside shall contribute, transfer, assign, convey and deliver to GP Holdings, and GP Holdings shall receive, acquire and accept all of the membership interest in the GP (the “Pre-Closing Restructuring”).

2.2                                           Pre-Closing Distributions of Certain Assets. Upon the terms and subject to the conditions set forth in this Agreement, prior to the Closing, certain of the Equity Contributors shall distribute, transfer, assign and convey (and undertake to record such assignment or conveyance in the applicable county records) to Person(s) that are not members of the Partnership Group certain unleased acreage, net profits interests and working interests set

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forth opposite each such Equity Contributor’s name on Exhibit D hereto (such unleased acreage, net profits interests and working interests, the “Distributed Interests”). For the avoidance of doubt, the Distributed Interests shall not include any of the Contributed Equity or the Equity Owned Assets.

2.3                                           Equity Contribution. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, each Equity Contributor shall, pursuant to the Equity Interest Transfers, contribute, transfer, assign and convey to Intermediate GP or Intermediate Holdings the Contributed Equity held by such Equity Contributor, in each case as set forth opposite such Equity Contributor’s name on Exhibit B hereto, free and clear of all Liens (other than restrictions under applicable federal and state securities Laws and Permitted Liens), in exchange for (a) an amount of cash equal to the product of such Equity Contributor’s Interest Percentage and the net proceeds (after the underwriting discount and structuring fee incurred by the MLP or the other Parties to this Agreement in connection therewith) received by the MLP in connection with the issuance of the Firm Units, (b) the issuance by the MLP of a number of Common Units equal to the product of such Equity Contributor’s Interest Percentage and the aggregate number of Common Units issued to all Contributing Parties as set forth in the Final Prospectus at the Closing and (c) the right to receive the Deferred Issuance and Distribution, and Intermediate GP or Intermediate Holdings, as applicable, shall receive, acquire and accept such Contributed Equity.

2.4                                           Asset Contribution. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, each Asset Contributor shall, pursuant to the Assignments, contribute, transfer, assign and convey to Holdings all right, title and interest in and to the to the Contributed Assets held by such Asset Contributor as set forth opposite such Asset Contributor’s name on Exhibit C hereto, in each case free and clear of all Liens (other than Permitted Liens), in exchange for (a) an amount of cash equal to the product of such Asset Contributor’s Interest Percentage and the net proceeds (after the underwriting discount and structuring fee incurred by the MLP or the other Parties to this Agreement in connection therewith) received by the MLP in connection with the issuance of the Firm Units, (b) the issuance by the MLP of a number of Common Units equal to the product of such Asset Contributor’s Interest Percentage and the aggregate number of Common Units issued to all Contributing Parties as set forth in the Final Prospectus at the Closing, (c) the right to receive the Deferred Issuance and Distribution and (d) the agreement by Holdings to assume and pay (or cause to be assumed and paid) the Assumed Liabilities, and Holdings shall receive, acquire and accept such Contributed Assets.

2.5                                           Assumption of Certain Liabilities. In connection with the contribution, transfer, assignment and conveyance of the Contributed Assets to Holdings, at the Closing, Holdings shall assume and agree to duly and timely pay, perform and discharge the Assumed Liabilities, to the full extent that an Asset Contributor has been heretofore or would have been in the future, were it not for the execution and delivery of this Agreement, obligated to pay, perform and discharge any such Assumed Liability; provided, however, that said assumption and agreement to duly and timely pay, perform and discharge the Assumed Liabilities shall not increase the obligation of Holdings or any of its Affiliates with respect to the Assumed Liabilities beyond that of the applicable Asset Contributor, waive any valid defense that was available to such Asset Contributor with respect to any Assumed Liabilities or enlarge the rights

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or remedies of any third party, if any, under any of the Assumed Liabilities. For the avoidance of doubt, neither Holdings nor any of its Affiliates is hereby assuming, or shall be deemed to have assumed or otherwise bear any responsibility for, any other liability or obligation of any Asset Contributor other than the Assumed Liabilities, and any such other liability or obligation shall be retained by the applicable Asset Contributor.

2.6                                           Redemption of Initial Limited Partnership Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the MLP shall redeem all of Rivercrest’s 100% limited partner interest in the MLP and refund to Rivercrest, and Rivercrest shall accept the refund of, Rivercrest’s initial capital contribution of $1,000 in connection with the formation of the MLP and any interest or other profit that may have resulted from the investment or other use of such initial capital contribution to Rivercrest.

2.7                                           Retention of General Partner Interest. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the GP shall retain its non-economic general partner interest in the MLP.

2.8                                           Closing. Subject to the satisfaction or waiver of the conditions to closing set forth in Article VII, the closing (the “Closing”) of the transactions contemplated by this Agreement shall be held at the offices of Baker Botts L.L.P. at One Shell Plaza, 910 Louisiana Street, Houston, Texas 77002 on the Closing Date. The Closing shall be deemed to be effective as of the Effective Time.

(a)                                 At the Closing, each of the Equity Contributors shall, for and on behalf of itself, execute and deliver to the MLP, the GP, Intermediate GP, Intermediate Holdings or Holdings, as the case may be, a certificate in the form specified in Treasury Regulation Section 1.1445-2(b)(2)(iv), certifying that such Equity Contributor is not a “foreign person” within the meaning of Section 1445 of the Code (collectively, the “Equity Contributor FIRPTA Certificates”).

(b)                                 At the Closing, in addition to any other documents to be delivered under other provisions of this Agreement, the Contributors’ Representatives shall, for and on behalf of each of the Equity Contributors and without any further approval or action required on the part of the Equity Contributors, execute and deliver to the MLP, the GP, Intermediate GP, Intermediate Holdings or Holdings, as the case may be (collectively, the “Equity Contributor Closing Deliverables”):

(i)                                     a certificate or certificates representing the Contributed Equity held by each Equity Contributor, if such Contributed Equity is certificated, and, in any event, assignments evidencing the contribution by each Equity Contributor of the Contributed Equity to Intermediate GP or Intermediate Holdings, as applicable, substantially in the form attached as Exhibit E-1 or Exhibit E-2 hereto (collectively, the “Equity Interest Transfers”);

(ii)                                  an executed and acknowledged recordable release or releases in a form reasonably acceptable to the MLP, in sufficient counterparts for recording in all applicable jurisdictions, of any trust, mortgages, financing statements, fixture

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filings and security agreements, in each case, securing indebtedness for borrowed money made by the Equity Contributors or the Contributed Entities affecting the Equity Owned Assets; and

(iii)                               any other document reasonably requested by the MLP, the GP, Intermediate GP, Intermediate Holdings or Holdings to consummate the transactions contemplated by this Agreement on the terms contained herein.

(c)                                  At the Closing, each of the Asset Contributors shall, for and on behalf of itself, execute and deliver to the MLP, the GP, Intermediate GP, Intermediate Holdings or Holdings, as the case may be, a certificate in the form specified in Treasury Regulation Section 1.1445-2(b)(2)(iv), certifying that such Asset Contributor is not a “foreign person” within the meaning of Section 1445 of the Code (collectively, the “Asset Contributor FIRPTA Certificates”).

(d)                                 At the Closing, (i) subject to Section 11.9(c), in addition to any other documents to be delivered under other provisions of this Agreement, the Contributors’ Representatives shall, for and on behalf of each of the Asset Contributors and without any further approval or action required on the part of the Asset Contributors, and (ii) each of the Non-Represented Contributors shall, for and on behalf of itself, execute and deliver to the MLP, the GP, Intermediate GP, Intermediate Holdings or Holdings, as the case may be (collectively, the “Asset Contributor Closing Deliverables”):

(i)                                     assignments evidencing the contribution, transfer, assignment and conveyance of each Asset Contributor’s right, title and interest in the Contributed Assets substantially in the form attached as Exhibit F-1, Exhibit F-2 and Exhibit F-3 hereto, as applicable (the “Assignments”);

(ii)                                  an executed and acknowledged recordable release or releases in a form reasonably acceptable to the MLP, in sufficient counterparts for recording in all applicable jurisdictions, of any trust, mortgages, financing statements, fixture filings and security agreements, in each case, securing indebtedness for borrowed money made by the Asset Contributors affecting the Contributed Assets; and

(iii)                               any other document reasonably requested by the MLP, the GP, Intermediate GP, Intermediate Holdings or Holdings to consummate the transactions contemplated by this Agreement on the terms contained herein.

(e)                                  At the Closing, in addition to any other documents to be executed and delivered under other provisions of this Agreement:

(i)                                     GP Holdings shall execute the First Amended and Restated Limited Liability Company Agreement of the GP (the “GP LLC Agreement”);

(ii)                                  counterparts of the First Amended and Restated Agreement of Limited Partnership of the MLP (the “Partnership Agreement”) shall be executed by the parties thereto;

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(iii)                               counterparts of the Duncan Management Services Agreement shall be executed by the parties thereto;

(iv)                              counterparts of the K3 Royalties Management Services Agreement shall be executed by the parties thereto;

(v)                                 counterparts of the Nail Bay Royalties Management Services Agreement shall be executed by the parties thereto;

(vi)                              counterparts of the Steward Royalties Management Services Agreement shall be executed by the parties thereto;

(vii)                           counterparts of the Taylor Companies Management Services Agreement shall be executed by the parties thereto; and

(viii)                        any other document reasonably requested by the Contributing Parties to consummate the transactions contemplated by this Agreement on the terms contained herein.

2.9                                           Deferred Issuance and Distribution. Upon the expiration of the Option Period, any Option Units not purchased by the Underwriters pursuant to the Underwriting Agreement shall be issued to each Contributing Party in accordance with each such Contributing Party’s Interest Percentage. Upon each exercise of the over-allotment option by the Underwriters, the MLP shall distribute to each Contributing Party an amount of cash equal to the product of (a) such Contributing Party’s Percentage Interest and (b) the net proceeds (after the underwriting discount and structuring fee incurred by the MLP or the other Parties to this Agreement in connection therewith) of each such exercise (such net proceeds, together with any Option Units issued to the Contributing Parties pursuant to this Section 2.9, the “Deferred Issuance and Distribution”).

2.10                                    Certain Adjustments. The Parties acknowledge that the number of Common Units proposed to be issued to each Contributing Party hereunder may be proportionately increased or decreased in connection with a unit split, reverse unit split, recapitalization or similar change (each such event, a “Recapitalization”) to the Common Units on or prior to Closing. Each Contributing Party hereby agrees and approves such a Recapitalization so long as such Recapitalization results in such Contributing Party’s owning the same pro rata amount, as compared to the other Contributing Parties, of Common Units as contemplated by this Agreement prior to such event.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE EQUITY CONTRIBUTORS

Each of the Equity Contributors, severally and not jointly, represents and warrants to each of the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings as of the date hereof and as of the Closing Date that:

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3.1                                           Organization; Qualification.

(a)                                 If such Equity Contributor is an Entity, such Equity Contributor has been duly formed and is validly existing and in good standing under the applicable Law of its jurisdiction of formation with all requisite corporate, limited liability company, partnership or other, as applicable, power and authority to own, lease or otherwise hold and operate its properties and assets and to carry on its business as presently conducted. If such Equity Contributor is an Entity, such Equity Contributor is duly qualified and in good standing as a foreign entity to do business in each jurisdiction in which the conduct or nature of its business or the ownership, leasing, holding or operating of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing would not have a Material Adverse Effect.

(b)                                 To the Knowledge of such Equity Contributor, the Contributed Entities in which such Equity Contributor owns an equity interest have been duly formed and are validly existing and in good standing under the applicable Law of their respective jurisdictions of formation with all requisite corporate, limited liability company, partnership or other, as applicable, power and authority to own, lease or otherwise hold and operate their respective properties and assets and to carry on their respective businesses as presently conducted. To the Knowledge of such Equity Contributor, the Contributed Entities in which such Equity Contributor owns an equity interest are duly qualified and in good standing as foreign entities to do business in each jurisdiction in which the conduct or nature of their respective businesses or the ownership, leasing, holding or operating of their respective properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing would not have a Material Adverse Effect.

(c)                                  Exhibit B hereto sets forth a true and complete list of (i) the name of each such Equity Contributor and (ii) the percentage interest owned by such Equity Contributor in each Contributed Entity and Equity Owned Asset, as applicable.

3.2                                           Authority; No Violation; Consents and Approvals.

(a)                                 Such Equity Contributor has all requisite power and authority to execute and deliver this Agreement and the applicable Transaction Documents to which it will be a party, and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. If such Equity Contributor is an Entity, the execution, delivery and performance by such Equity Contributor of this Agreement and each of the Transaction Documents to which it will be a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of such Equity Contributor, and no other corporate, limited liability company, partnership or similar proceeding on the part of such Equity Contributor or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement and the applicable Transaction Documents.

(b)                                 This Agreement has been duly executed and delivered by such Equity Contributor and, assuming the due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding agreement of such Equity Contributor, enforceable against such Equity Contributor in accordance with its terms (except insofar

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as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Upon the Closing, each of the Transaction Documents to which such Equity Contributor is a party will be duly executed and delivered by or on behalf of such Equity Contributor and, assuming the due authorization, execution and delivery thereof by the other parties thereto, will constitute a legal, valid and binding agreement of such Equity Contributor, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)).

(c)                                  Neither the execution and delivery by or on behalf of such Equity Contributor of this Agreement or the applicable Transaction Documents to which it will be a party, nor the consummation by such Equity Contributor of the transactions contemplated hereby or thereby, nor the performance by such Equity Contributor under this Agreement or any such Transaction Document will (i) if such Equity Contributor is an Entity, violate, conflict with or result in a breach of any provision of the Governing Documents of such Equity Contributor; (ii) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), other than any Governmental Authorization that (A) may be obtained after the Closing without penalty, (B) the failure of which to obtain is not reasonably expected to have a material impact on the Business (as it pertains to the Contributed Entities and Equity Owned Assets in which such Equity Contributor owns an interest) or (C) the failure of which to obtain is not reasonably expected to have a material impact on the ability of such Equity Contributor to consummate the transactions contemplated hereby or thereby; (iii) require any consent or approval of any counterparty to, or violate or result in any breach of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration of any obligation or the loss of any benefit under, the Equity Oil and Gas Documents or any other agreement the failure of which to obtain, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect; (iv) result in the creation of a Lien upon or require the sale or give any Person the right to acquire any of the assets of such Equity Contributor or restrict, hinder, impair or limit the ability of such Equity Contributor to carry on the Business (as it pertains to such Equity Owned Assets); or (v) violate or conflict with any Law applicable to such Equity Contributor.

(d)                                 Neither the execution and delivery by or on behalf of such Equity Contributor of this Agreement or the applicable Transaction Documents to which it will be a party, nor the consummation by such Equity Contributor of the transactions contemplated hereby or thereby, nor the performance by such Equity Contributor under this Agreement or any such Transaction Document will, to the Knowledge of such Equity Contributor, (i) violate, conflict with or result in a breach of any provision of the Governing Documents of the Contributed Entities in which such Equity Contributor owns

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an equity interest; (ii) result in the creation of a Lien upon or require the sale or give any Person the right to acquire any of the assets of the Contributed Entities in which such Equity Contributor owns an equity interest or restrict, hinder, impair or limit the ability of the Contributed Entities in which such Equity Contributor owns an equity interest to carry on the Business (as it pertains to such Equity Owned Assets); or (iii) violate or conflict with any Law applicable to the Contributed Entities in which such Equity Contributor owns an equity interest.

3.3                                           Capitalization.

(a)                                 All of the Contributed Equity owned by such Equity Contributor as of the date hereof is (i) to the Knowledge of such Equity Contributor, duly authorized, validly issued, fully paid and nonassessable and (ii) owned beneficially 100% directly and of record by such Equity Contributor, free and clear of any Liens (other than restrictions under applicable securities Laws or contained in the Governing Documents of such Contributed Entity). Immediately prior to the Closing, all of the Contributed Equity owned by such Equity Contributor (A) to the Knowledge of such Equity Contributor, will be duly authorized, validly issued, fully paid and nonassessable and (B) will be owned beneficially 100% directly and of record by such Equity Contributor, free and clear of any Liens (other than restrictions under applicable securities Laws or contained in the Governing Documents of such Contributed Entity).

(b)                                 Upon transfer by such Equity Contributor of such Contributed Equity in accordance with the terms of this Agreement for the consideration set forth herein, such Equity Contributor will have transferred to Intermediate GP or Intermediate Holdings, as applicable, good and valid title to such Contributed Equity free and clear of all Liens (other than restrictions under applicable securities Laws).

(c)                                  There are no outstanding options, warrants, subscriptions, puts, calls or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating such Equity Contributor to offer, purchase, issue, sell, redeem, repurchase, otherwise acquire or transfer, pledge or encumber the Contributed Equity or any other equity interest in the Contributed Entities in which such Equity Contributor owns an equity interest.

(d)                                 To the Knowledge of such Equity Contributor, there are no (i) outstanding options, warrants, subscriptions, puts, calls or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating the Contributed Entities in which such Equity Contributor owns an equity interest to offer, purchase, issue, sell, redeem, repurchase, otherwise acquire or transfer, pledge or encumber the Contributed Equity or any other equity interest in the Contributed Entities in which such Equity Contributor owns an equity interest; (ii) outstanding securities or obligations of any kind of any of the Contributed Entities in which such Equity Contributor owns an equity interest that are convertible into or exercisable or exchangeable for any equity interest in any of the Contributed Entities, and neither such Equity Contributor nor the Contributed Entities in which such Equity Contributor owns an equity interest has any obligation of any kind to issue any additional securities or to pay for or repurchase any securities; (iii)

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outstanding equity appreciation rights, phantom equity, profit sharing or similar rights, agreements, arrangements or commitments based on the value of the equity, book value, income or any other attribute of the Contributed Entities in which such Equity Contributor owns an equity interest; (iv) outstanding bonds, debentures or other evidence of indebtedness of the Contributed Entities in which such Equity Contributor owns an equity interest having the right to vote (or that are exchangeable for or convertible or exercisable into securities having the right to vote) with the holders of equity interests in the Contributed Entities in which such Equity Contributor owns an equity interest on any matter; and (v) unitholder agreements, proxies, voting trusts, rights to require registration under securities Laws or other arrangements or commitments to which the Contributed Entities in which such Equity Contributor owns an equity interest is a party or by which any of their securities are bound with respect to the voting, disposition or registration of any outstanding securities of the Contributed Entities in which such Equity Contributor owns an equity interest.

(e)                                  None of the Contributed Entities in which such Equity Contributor owns an equity interest owns any investment or equity interests in any Person.

3.4                                           Financial Statements; Undisclosed Liabilities.

(a)                                 This Section 3.4(a) shall only apply to each Equity Contributor or Contributed Entity for which audited or unaudited financial statements are included in the Registration Statement. To the Knowledge of such Equity Contributor, such financial statements, including all related notes and schedules thereto, fairly present in all material respects the financial position of such Equity Contributor or Contributed Entity for the periods indicated (in the case of interim financial statements, subject to normal year-end adjustments and the absence of financial footnotes), and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except, in the case of interim financial statements, for normal and recurring year-end adjustments).

(b)                                 To the Knowledge of such Equity Contributor, the Contributed Entities in which such Equity Contributor owns an equity interest have not conducted any business other than the Business associated with such Contributed Entities. Such Equity Contributor has no Knowledge of any material liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, and whether due or to become due, in each case which would materially affect the Equity Owned Assets held by such Contributed Entities or the operation of the Business by such Contributed Entities and that was not (i) taken into account in the Disclosed Reserve Report and disclosed in the Registration Statement or (ii) reflected in the audited or unaudited financial statements that are included in the Registration Statement.

3.5                                           Compliance with Applicable Laws; Permits.

(a)                                 Such Equity Contributor and, to the Knowledge of such Equity Contributor, the Contributed Entities in which such Equity Contributor owns an equity interest are in compliance in all material respects with all applicable Laws. To the

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Knowledge of such Equity Contributor, the Equity Owned Assets in which such Equity Contributor owns an indirect interest that are operated by a Third Party have been and are being operated and maintained in compliance with all applicable Laws. Neither such Equity Contributor nor, to the Knowledge of such Equity Contributor, the Contributed Entities in which such Equity Contributor owns an equity interest have received any written communication from a Governmental Entity that alleges that such Equity Contributor or any such Contributed Entity is not in compliance in any material respect with any applicable Laws that has not been resolved to the satisfaction of such Governmental Entity.

(b)                                 To the Knowledge of such Equity Contributor, the Contributed Entities in which such Equity Contributor owns an equity interest are in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate their respective properties and to lawfully carry on the Business (as it pertains to the Contributed Entities and Equity Owned Assets in which such Equity Contributor owns an interest) (collectively, the “Permits”). All Permits are in full force and effect, and neither such Equity Contributor nor, to the Knowledge of such Equity Contributor, the Contributed Entities in which such Equity Contributor owns an equity interest have received written notice that such Permits will not be renewed in the ordinary course after Closing. To the Knowledge of such Equity Contributor, the Contributed Entities in which such Equity Contributor owns an equity interest are not in conflict with, or in default or violation of, any of the Permits.

(c)                                  Notwithstanding Sections 3.5(a) and (b), the representations made in this Section 3.5 shall not apply to environmental matters (which are provided for in Section 3.7) and Tax matters (which are provided for in Section 3.8).

3.6                                           Legal Proceedings. There are no pending, or, to the Knowledge of such Equity Contributor, threatened, actions, lawsuits, claims or proceedings, whether at law or in equity or in any arbitration or similar proceeding against or affecting any of the Contributed Entities in which such Equity Contributor owns an equity interest or any of their respective properties, assets, operations or the Business as it pertains to the Contributed Entities and Equity Owned Assets. To the Knowledge of such Equity Contributor, none of the Contributed Entities in which such Equity Contributor owns an equity interest is a party or subject to or in default under any judgment, order, injunction or decree of any Governmental Entity or arbitration tribunal, and none of the properties or operations of the Business as it pertains to the Contributed Entities and Equity Owned Assets in which such Equity Contributor owns an interest is subject to or in default under any such judgment, order, injunction or decree. There is no pending or, to the Knowledge of such Equity Contributor, threatened investigation of or affecting the Contributed Entities in which such Equity Contributor owns an equity interest or any of their respective properties, assets or operations or the Business (as it pertains to the Contributed Entities and Equity Owned Assets in which such Equity Contributor owns an interest) by any Governmental Entity.

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3.7                                           Environmental Matters.

(a)                                 To the Knowledge of such Equity Contributor, the operations of each of the Contributed Entities in which such Equity Contributor owns an equity interest and the operations on or pertaining to the Equity Owned Assets in which such Equity Contributor owns an indirect interest have been and, as of the Closing Date, will be, in compliance in all material respects with all Environmental Laws.

(b)                                 To the Knowledge of such Equity Contributor, there are no past or present facts, conditions or circumstances that interfere with the operations or the conduct of the Business on or pertaining to the Equity Owned Assets in which such Equity Contributor owns an indirect interest in the manner now conducted or that interfere with continued compliance in all material respects with any Environmental Law.

(c)                                  To the Knowledge of such Equity Contributor, all material permits, licenses and registrations required under applicable Environmental Law in connection with the operations or the conduct of the Business on or pertaining to the Equity Owned Assets in which such Equity Contributor owns an indirect interest have been obtained and will be maintained in full force and effect, and all material filings, permit renewal applications, reports and notices required under applicable Environmental Law in connection with such operations or Business have been and will be timely filed.

(d)                                 To the Knowledge of such Equity Contributor, there has been no Release of any Hazardous Material from or in connection with the properties or operations of the Contributed Entities in which such Equity Contributor owns an equity interest or with the operations on the Equity Owned Assets in which such Equity Contributor owns an indirect interest that has resulted or would reasonably be expected to result in liability under Environmental Laws or a claim for damages or compensation by any Person.

3.8                                           Tax Matters.

(a)                                 To the Knowledge of such Equity Contributor, all material Tax Returns required by applicable Law to be filed by or with respect to any of the Contributed Entities in which such Equity Contributor owns an equity interest and the Equity Owned Assets have been timely filed, all required Tax permits and licenses with respect to such Contributed Entities and the Equity Owned Assets have been obtained and such Contributed Entities have satisfied all registration requirements relating to Taxes.

(b)                                 To the Knowledge of such Equity Contributor, all such Tax Returns are true, correct and complete in all material respects.

(c)                                  To the Knowledge of such Equity Contributor, all material Taxes relating to periods ending on or before the Closing Date owed by or with respect to any of the Contributed Entities in which such Equity Contributor owns an equity interest and the Equity Owned Assets (regardless of whether shown on any Tax Return) have been paid or will be timely paid in full.

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(d)                                 To the Knowledge of such Equity Contributor, there is no action, suit, proceeding, investigation, audit or claim now pending against, or with respect to, any of the Contributed Entities in which such Equity Contributor owns an equity interest or the Equity Owned Assets in respect of any material Tax or material Tax assessment, nor has any claim for additional material Tax or material Tax assessment been asserted in writing or been proposed by any Tax Authority.

(e)                                  To the Knowledge of such Equity Contributor, no written claim has been made by any Tax Authority in a jurisdiction where a Tax Return is not currently filed with respect to the Contributed Entities in which such Equity Contributor owns an equity interest or the Equity Owned Assets indicating that it is or may be subject to any material Tax in such jurisdiction, nor has any such assertion been threatened or proposed in writing.

(f)                                   To the Knowledge of such Equity Contributor, none of the Contributed Entities in which such Equity Contributor owns an equity interest and the Equity Owned Assets has any outstanding request for any extension of time within which to pay any material Taxes or file any Tax Returns with respect to any material Taxes.

(g)                                  To the Knowledge of such Equity Contributor, there has been no waiver or extension of any applicable statute of limitations for the assessment or collection of any material Taxes of any of the Contributed Entities in which such Equity Contributor owns an equity interest and the Equity Owned Assets.

(h)                                 To the Knowledge of such Equity Contributor, none of the Contributed Entities in which such Equity Contributor owns an equity interest has entered into any agreement or arrangement with any Tax Authority that requires any such Contributed Entity to take any action or refrain from taking any action.

(i)                                     Neither such Equity Contributor nor, to the Knowledge of such Equity Contributor, the Contributed Entities in which such Equity Contributor owns an equity interest is a party to any agreement (other than a Tax Return filed with a Tax Authority), whether written or unwritten, providing for the payment of Taxes, Tax losses, entitlements to Tax refunds or similar Tax matters.

(j)                                    To the Knowledge of such Equity Contributor, each Contributed Entity in which such Equity Contributor owns an equity interest has withheld and paid all material Taxes required to be withheld in connection with any amounts paid or owing to any employee, creditor, independent contractor or other third party.

(k)                                 Such Equity Contributor is not a “foreign person” within the meaning of Section 1445 of the Code.

(l)                                     To the Knowledge of such Equity Contributor, none of the Contributed Entities in which such Equity Contributor owns an equity interest has been a member of an affiliated group filing a consolidated federal income Tax Return or has any liability for the Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar

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provision of federal, state, local or foreign Law), as a transferee or successor, by contract or otherwise.

(m)                             To the Knowledge of such Equity Contributor, there are no Tax Liens on any of the Contributed Entities in which such Equity Contributor owns an equity interest or the Equity Owned Assets, except for Liens for Taxes not yet due.

(n)                                 For federal income tax purposes, such Equity Contributor’s taxable year ends on December 31.

(o)                                 To the Knowledge of such Equity Contributor, none of the Equity Owned Assets is treated as an interest in a “partnership” as defined in Section 761 of the Code.

(p)                                 To the Knowledge of such Equity Contributor, immediately prior to the Closing, each of the Contributed Entities in which such Equity Contributor owns an equity interest will be disregarded as an entity separate from its owner for U.S. federal income tax purposes as described in Treasury Regulation Section 301.7701-2(c)(2).

3.9                                           No Changes or Material Adverse Effects.

(a)                                 Since January 1, 2015, to the Knowledge of such Equity Contributor, the Business as it pertains to the Contributed Entities and Equity Owned Assets in which such Equity Contributor owns an interest has been conducted in the ordinary course.

(b)                                 Since January 1, 2015, no Material Adverse Effect has occurred with respect to the Contributed Entities or the Equity Owned Assets in which such Equity Contributor owns an interest.

3.10                                    Regulation. Neither such Equity Contributor nor the Contributed Entities in which such Equity Contributor owns an equity interest is, nor will any such Contributed Entity be following the consummation of the transactions contemplated by this Agreement, an “investment company” or a company “controlled by” an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

3.11                                    State Takeover Laws. To the Knowledge of such Equity Contributor, no approvals are required under state takeover or similar Laws in connection with the performance by such Equity Contributor of its obligations under this Agreement.

3.12                                    Title. Except as set forth in Schedule 3.12 and except for property (a) sold or otherwise disposed of in the ordinary course of business since the date of the Reserve Report or (b) reflected in the Reserve Report as having been sold or otherwise disposed of, as of the date thereof, each Contributed Entity in which such Equity Contributor owns an equity interest has Good and Defensible Title to all Equity Owned Assets forming the basis for the reserves reflected in the Reserve Report and in each case as attributable to interests owned by such Contributed Entity, free and clear of any Liens as to any Person claiming by, through or under such Equity Contributor or such Contributed Entity, but not otherwise, except for Permitted Liens. For purposes of this Agreement, “Good and Defensible Title” means title that is free from reasonable doubt to the end that a prudent person engaged in the business of

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purchasing and owning properties similar to the Oil and Gas Properties in the geographical areas in which they are located, with knowledge of all of the facts and their legal bearing, would be willing to accept, acting reasonably.

3.13                                    Reserve Reports. The factual, non-interpretive data supplied to the Reserve Report Engineers relating to the Equity Owned Assets referred to in the Reserve Report or the Disclosed Reserve Report, as applicable, by or on behalf of such Equity Contributor that was material to such Person’s estimates of proved oil and gas reserves attributable to the Equity Owned Assets in connection with the preparation of the Reserve Report or the Disclosed Reserve Report was, to the Knowledge of such Equity Contributor, as of the time provided or as modified prior to the issuance of the Reserve Report or the Disclosed Reserve Report, accurate. To the Knowledge of such Equity Contributor, there are no material errors in the assumptions and estimates provided to the Reserve Report Engineers in connection with its preparation of the Reserve Report or the Disclosed Reserve Report, as applicable. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Reserve Report or the Disclosed Reserve Report that, individually or in the aggregate, has had or would reasonably be expected to result in a Material Adverse Effect.

3.14                                    Leases and ORRI Agreements. The oil and gas leases, overriding royalty interest agreements, assignments, deeds or similar agreements creating the Equity Owned Assets, and related easements, rights-of-way and other surface rights comprising or creating any part of the Equity Owned Assets to which any Contributed Entity in which such Equity Contributor owns an equity interest is a party (such leases, overriding royalty interest agreements, assignments, deeds, or similar agreements creating the Equity Owned Assets and related easements, rights-of-way and other rights-of-surface use being herein called the “Equity Oil and Gas Documents”), to the Knowledge of such Equity Contributor, are in full force and effect and constitute valid and binding obligations of the parties thereto. To the Knowledge of such Equity Contributor, neither such Equity Contributor nor the Contributed Entities in which such Equity Contributor owns an equity interest has received written notice that any of the Equity Oil and Gas Documents that comprise the Equity Owned Assets of such Contributed Entities are not in full force and effect and do not constitute valid and binding obligations of the parties thereto. To such Equity Contributor’s Knowledge, the Contributed Entities in which such Equity Contributor owns an equity interest are not in breach or default of their obligations under the Equity Oil and Gas Documents and (a) no situation exists which with the passing of time or giving of notice would create such a breach or default by such Contributed Entities, (b) no breach or default by any Person under the Equity Oil and Gas Documents (or situation which with the passage of time or giving of notice would create a breach or default) exists, and (c) no breach or default by any Person under the oil and gas leases underlying the overriding royalty interest agreements or similar agreements that comprise the Equity Owned Assets attributable to the interests owned by such Contributed Entities (or situation which with the passage of time or giving of notice would create a breach or default) exists. Prior to the execution of this Agreement, each such Equity Contributor has made available to the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings complete copies of each Equity Oil and Gas Document.

3.15                                    Payments. To such Equity Contributor’s Knowledge, (a) all payments (including all delay rentals, royalties and shut-in royalties) owing under the Equity Oil and Gas

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Documents have been and are being made timely (before the same became delinquent, and otherwise in accordance with the terms and conditions of the instruments creating such obligations) to the Contributed Entities in which such Equity Contributor owns an equity interest and (b) all of the proceeds from the sale of hydrocarbons produced from or attributable to the Equity Owned Assets are being properly and timely paid to the Contributed Entities in which such Equity Contributor owns an equity interest by the purchasers of such production without suspension or indemnity other than standard division order indemnities.

3.16                                    Brokers’ Fees. Neither such Equity Contributor, the Contributed Entities in which such Equity Contributor owns an equity interest, nor any of their respective Affiliates has employed any broker, finder or other person or incurred any liability on behalf of the Equity Contributors for any advisory, brokerage, finder, success, deal completion or similar fees or commissions in connection with the transactions contemplated by this Agreement.

3.17                                    Securities Act Representations.

(a)                                 Such Equity Contributor is an Accredited Investor (as such term is used in Rule 501 under the Securities Act and as set forth in Exhibit G hereto), is able to bear the economic risk of its investment in the Common Units and has sufficient net worth to sustain a loss of its entire investment in the MLP without economic hardship if such loss should occur. Such Equity Contributor understands and acknowledges that the MLP, the GP and its directors, Affiliates, attorneys and agents are relying on this certification.

(b)                                 Such Equity Contributor understands that the acquisition of the Common Units involves numerous risks. Such Equity Contributor is capable of analyzing and investing in companies like the MLP and is capable of evaluating the merits and risks of its investment in the MLP and has the capacity to protect its own interests. To the extent necessary, such Equity Contributor has retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of the acquisition of the Common Units and the other transactions contemplated by this Agreement, it being understood that neither the MLP, the GP, Intermediate GP, Intermediate Holdings, Holdings nor any other party in connection therewith has retained legal or financial advisors on behalf of such Equity Contributor. Further, such Equity Contributor acknowledges that Baker Botts L.L.P. has been retained as legal counsel only to the MLP and the Kimbell Art Foundation in connection with the transactions contemplated by this Agreement and the proposed Initial Public Offering, and does not represent any other Party to this Agreement.

(c)                                  Such Equity Contributor has had an opportunity to discuss the MLP’s business, management and financial affairs with the members of the GP’s management. Such Equity Contributor has also had an opportunity to ask questions of the officers of the GP, which questions were answered to its satisfaction. Such Equity Contributor acknowledges that it is familiar with all aspects of the MLP’s business. Except as expressly set forth in Article V, such Equity Contributor has received no representations or warranties from the MLP, the GP, Intermediate GP, Intermediate Holdings, Holdings or their respective employees, Affiliates, attorneys, accountants or agents.

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(d)                                 Such Equity Contributor is acquiring the Common Units solely for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof that would cause such Equity Contributor to be deemed an “underwriter”, as defined in Section 2(11) of the Securities Act, or that would require registration under the Securities Act or applicable state or other securities laws. Such Equity Contributor acknowledges and understands that the Common Units have not been registered under the Securities Act or applicable state and other securities laws and that any certificate representing such Common Units will bear a legend to the foregoing effect.

(e)                                  Such Equity Contributor acknowledges that the Common Units being acquired by such Equity Contributor were not offered to such Equity Contributor by means of publicly disseminated advertisements or sales literature, nor is such Equity Contributor aware of any offers made to any other Contributing Party by such means.

(f)                                   Such Equity Contributor acknowledges and understands that it must bear the economic risk of its investment in the Common Units for an indefinite period of time because the Common Units must be held indefinitely unless subsequently registered under the Securities Act and applicable state and other securities laws or unless an exemption from such registration is available.

3.18                              Bankruptcy. There are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by or, to the Knowledge of such Equity Contributor, threatened in writing against such Equity Contributor or any Contributed Entity or any of their applicable Affiliates in which such Equity Contributor owns an equity interest.

3.19                              Advance Payments. Such Equity Contributor is not obligated by virtue of any advance payment or other similar payment to deliver hydrocarbons, or proceeds from the sale thereof, attributable to the Equity Owned Assets at some future time without receiving payment therefor at or after the time of delivery, except as, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

3.20                                    Preferential Purchase Rights. There are no preferential purchase rights, rights of first refusal or other similar rights that are applicable to the Equity Owned Assets in which such Equity Contributor owns an indirect interest in connection with the transactions contemplated hereby, except as, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

3.21                              Employees and Plans.  The Contributed Entities in which such Equity Contributor owns an equity interest do not have any employees or any liability, contingent or otherwise, with respect to any former employees, and the Contributed Entities in which such Equity Contributor owns an equity interest do not have any liability, contingent or otherwise, with respect to any Plan.

3.22                                    Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE III, SUCH EQUITY CONTRIBUTOR IS NOT MAKING ANY OTHER REPRESENTATIONS AND WARRANTIES, WRITTEN OR

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ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING THE INTERESTS OR ASSETS OF SUCH EQUITY CONTRIBUTOR OR ITS SUBSIDIARIES, OR THE BUSINESS, ASSETS OR LIABILITIES OF ANY CONTRIBUTED ENTITY, INCLUDING, IN PARTICULAR, ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE ASSET CONTRIBUTORS

Each of the Asset Contributors, severally and not jointly, represents and warrants to each of the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings as of the date hereof and as of the Closing Date that:

4.1                                           Organization; Qualification.

(a)                                 If such Asset Contributor is an Entity, such Asset Contributor has been duly formed and is validly existing and in good standing under the applicable Law of its jurisdiction of formation with all requisite corporate, limited liability company, partnership or other, as applicable, power and authority to own, lease or otherwise hold and operate its properties and assets and to carry on its business as presently conducted. If such Asset Contributor is an Entity, such Asset Contributor is duly qualified and in good standing as a foreign entity to do business in each jurisdiction in which the conduct or nature of its business or the ownership, leasing, holding or operating of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing would not have a Material Adverse Effect.

(b)                                 Exhibit C hereto sets forth a true and complete list of (i) the name of each such Asset Contributor and (ii) the Contributed Assets owned by such Asset Contributor.

4.2                                           Authority; No Violation; Consents and Approvals.

(a)                                 Such Asset Contributor has all requisite power and authority to execute and deliver this Agreement and the applicable Transaction Documents to which it will be a party, and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. If such Asset Contributor is an Entity, the execution, delivery and performance by such Asset Contributor of this Agreement and each of the Transaction Documents to which it will be a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of such Asset Contributor, and no other corporate, limited liability company, partnership or similar proceeding on the part of such Asset Contributor or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement and the applicable Transaction Documents.

(b)                                 This Agreement has been duly executed and delivered by such Asset Contributor and, assuming the due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding agreement of such Asset Contributor, enforceable against such Asset Contributor in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer,

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reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Upon the Closing, each of the Transaction Documents to which such Asset Contributor is a party will be duly executed and delivered by or on behalf of such Asset Contributor and, assuming the due authorization, execution and delivery thereof by the other parties thereto, will constitute a legal, valid and binding agreement of such Asset Contributor, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)).

(c)                                  Neither the execution and delivery by or on behalf of such Asset Contributor of this Agreement or the applicable Transaction Documents to which it will be a party, nor the consummation by such Asset Contributor of the transactions contemplated hereby or thereby, nor the performance by such Asset Contributor under this Agreement or any such Transaction Document will (i) if such Asset Contributor is an Entity, violate, conflict with or result in a breach of any provision of the Governing Documents of such Asset Contributor; (ii) require any Governmental Authorization, other than any Governmental Authorization that (A) may be obtained after the Closing without penalty, (B) the failure of which to obtain is not reasonably expected to have a material impact on the Business (as it pertains to the Contributed Assets in which such Asset Contributor owns an interest) or (C) the failure of which to obtain is not reasonably expected to have a material impact on the ability of such Asset Contributor to consummate the transactions contemplated hereby or thereby; (iii) require any consent or approval of any counterparty to, or violate or result in any breach of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration of any obligation or the loss of any benefit under, the Asset Oil and Gas Documents or any other agreement the failure of which to obtain, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect; or (iv) violate or conflict with any Law applicable to such Asset Contributor.

4.3                                           Financial Statements; Undisclosed Liabilities.

(a)                                 This Section 4.3(a) shall only apply to each Asset Contributor for which audited or unaudited financial statements are included in the Registration Statement. To the Knowledge of such Assets Contributor, such financial statements, including all related notes and schedules thereto, fairly present in all material respects the financial position of such Asset Contributor for the periods indicated (in the case of interim financial statements, subject to normal year-end adjustments and the absence of financial footnotes), and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except, in the case of interim financial statements, for normal and recurring year-end adjustments).

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(b)                                 Except as set forth in Schedule 4.3(b), such Asset Contributor has not conducted any business other than the Business associated with the Contributed Assets held by such Asset Contributor. Such Asset Contributor has no Knowledge of any material liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, and whether due or to become due, in each case which would materially affect the Contributed Assets held by such Asset Contributor or the operation of the Business by such Asset Contributor and that was not (i) taken into account in the Disclosed Reserve Report and disclosed in the Registration Statement or (ii) reflected in the audited or unaudited financial statements that are included in the Registration Statement.

4.4                                           Compliance with Applicable Laws; Permits.

(a)                                 Such Asset Contributor is in compliance in all material respects with all applicable Laws. To the Knowledge of such Asset Contributor, the Contributed Assets in which such Asset Contributor owns an interest that are operated by a Third Party have been and are being operated and maintained in compliance with all applicable Laws. Such Asset Contributor has not received any written communication from a Governmental Entity that alleges that such Asset Contributor is not in compliance in any material respect with any applicable Laws that has not been resolved to the satisfaction of such Governmental Entity.

(b)                                 Such Asset Contributor is in possession of all material Permits necessary to own, lease and operate its properties and to lawfully carry on the Business (as it pertains to the Contributed Assets in which such Asset Contributor owns an interest). All Permits are in full force and effect, and such Asset Contributor has not received written notice that such Permits will not be renewed in the ordinary course after Closing. Such Asset Contributor is not in conflict with, or in default or violation of, any of the Permits.

(c)                                  Notwithstanding Sections 4.4(a) and (b), the representations made in this Section 4.4 shall not apply to environmental matters (which are provided for in Section 4.6) and Tax matters (which are provided for in Section 4.7).

4.5                                           Legal Proceedings. There are no pending, or, to the Knowledge of such Asset Contributor, threatened, actions, lawsuits, claims or proceedings, whether at law or in equity or in any arbitration or similar proceeding against or affecting such Asset Contributor or any of its properties, assets, operations or the Business as it pertains to the Contributed Assets in which such Asset Contributor owns an interest. Such Asset Contributor is not a party or subject to or in default under any judgment, order, injunction or decree of any Governmental Entity or arbitration tribunal, and none of the properties or operations of the Business as it pertains to the Contributed Assets in which such Asset Contributor owns an interest is subject to or in default under any such judgment, order, injunction or decree. There is no pending or, to the Knowledge of such Asset Contributor, threatened investigation of or affecting such Asset Contributor or any of its properties, assets or operations or the Business (as it pertains to the Contributed Assets in which such Asset Contributor owns an interest) by any Governmental Entity.

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4.6                                           Environmental Matters.

(a)                                 To the Knowledge of such Asset Contributor, the operations of such Asset Contributor and the operations on or pertaining to the Contributed Assets in which such Asset Contributor owns an interest have been and, as of the Closing Date, will be, in compliance in all material respects with all Environmental Laws.

(b)                                 To the Knowledge of such Asset Contributor, there are no past or present facts, conditions or circumstances that interfere with the operations or the conduct of the Business on or pertaining to the Contributed Assets in which such Asset Contributor owns an interest in the manner now conducted or that interfere with continued compliance in all material respects with any Environmental Law.

(c)                                  To the Knowledge of such Asset Contributor, all material permits, licenses and registrations required under applicable Environmental Law in connection with the operations or the conduct of the Business on or pertaining to the Contributed Assets in which such Asset Contributor owns an interest have been obtained and will be maintained in full force and effect, and all material filings, permit renewal applications, reports and notices required under applicable Environmental Law in connection with such operations or Business have been and will be timely filed.

(d)                                 To the Knowledge of such Asset Contributor, there has been no Release of any Hazardous Material from or in connection with the Contributed Assets in which such Asset Contributor owns an interest or with the operations on the Contributed Assets in which such Asset Contributor owns an interest that has resulted or would reasonably be expected to result in liability under Environmental Laws or a claim for damages or compensation by any Person.

4.7                                           Tax Matters.

(a)                                 All material Tax Returns required by applicable Law to be filed by or with respect to any of the Contributed Assets in which such Asset Contributor owns an interest have been timely filed.

(b)                                 All such Tax Returns are true, correct and complete in all material respects.

(c)                                  All material Taxes relating to the Contributed Assets in which such Asset Contributor owns an interest (regardless of whether shown on any Tax Return) have been paid or will be timely paid in full.

(d)                                 There is no action, suit, proceeding, investigation, audit or claim now pending against, or with respect to, the Contributed Assets in which such Asset Contributor owns an interest in respect of any material Tax or material Tax assessment, nor has any claim for additional material Tax or material Tax assessment been asserted in writing or been proposed by any Tax Authority.

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(e)                                  No written claim has been made by any Tax Authority in a jurisdiction where such Asset Contributor does not currently file a Tax Return that it is or may be subject to any material Tax in such jurisdiction, nor has any such assertion been threatened or proposed in writing.

(f)                                   Such Asset Contributor does not have any outstanding request for any extension of time within which to pay any material Taxes or file any Tax Returns with respect to any material Taxes related to the Contributed Assets in which such Asset Contributor owns an interest.

(g)                                  There has been no waiver or extension of any applicable statute of limitations for the assessment or collection of any material Taxes with respect to the Contributed Assets in which such Asset Contributor owns an interest.

(h)                                 Such Asset Contributor is not a “foreign person” within the meaning of Section 1445 of the Code.

(i)                                     There are no Tax Liens on any of the Contributed Assets in which such Asset Contributor owns an interest, except for Liens for Taxes not yet due.

(j)                                    None of the Contributed Assets in which such Asset Contributor owns an interest is treated as an interest in a “partnership” as defined in Section 761 of the Code.

(k)                                 For federal income tax purposes, such Asset Contributor’s taxable year ends on December 31.

4.8                                           Title. Except as set forth in Schedule 4.8 and except for property (a) sold or otherwise disposed of in the ordinary course of business since the date of the Reserve Report or (b) reflected in the Reserve Report as having been sold or otherwise disposed of, as of the date thereof, such Asset Contributor has Good and Defensible Title to all Contributed Assets forming the basis for the reserves reflected in the Reserve Report and in each case as attributable to interests owned by such Asset Contributor free and clear of any Liens as to any Person claiming by, through or under such Asset Contributor, but not otherwise, except for Permitted Liens.

4.9                                           Reserve Reports. The factual, non-interpretive data supplied to the Reserve Report Engineers relating to the Contributed Assets referred to in the Reserve Report or the Disclosed Reserve Report, as applicable, by or on behalf of such Asset Contributor that was material to such Person’s estimates of proved oil and gas reserves attributable to the Contributed Assets in connection with the preparation of the Reserve Report or the Disclosed Reserve Report was, to the Knowledge of such Asset Contributor, as of the time provided or as modified prior to the issuance of the Reserve Report or the Disclosed Reserve Report, accurate. To the Knowledge of such Asset Contributor, there are no material errors in the assumptions and estimates provided to the Reserve Report Engineers in connection with its preparation of the Reserve Report or the Disclosed Reserve Report, as applicable. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Reserve Report or the Disclosed Reserve Report that, individually or in the aggregate, has had or would reasonably be expected to result in a Material Adverse Effect.

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4.10                                    Leases and ORRI Agreements. The oil and gas leases, overriding royalty interest agreements, assignments, deeds or similar agreements creating the Contributed Assets, and related easements, rights-of-way and other surface rights comprising or creating any part of the Contributed Assets to which such Asset Contributor is a party (such leases, overriding royalty interest agreements, assignments, deeds, or similar agreements creating the Contributed Assets and related easements, rights-of-way and other rights-of-surface use being herein called the “Asset Oil and Gas Documents”), to the Knowledge of such Asset Contributor, are in full force and effect and constitute valid and binding obligations of the parties thereto. To the Knowledge of such Asset Contributor, such Asset Contributor has not received written notice that any of the Asset Oil and Gas Documents that comprise the Contributed Assets are not in full force and effect and do not constitute valid and binding obligations of the parties thereto. To such Asset Contributor’s Knowledge, such Asset Contributor is not in breach or default of its obligations under the Asset Oil and Gas Documents and (a) no situation exists which with the passing of time or giving of notice would create such a breach or default by such Asset Contributor, (b) no breach or default by any Person under the Asset Oil and Gas Documents (or situation which with the passage of time or giving of notice would create a breach or default) exists, and (c) no breach or default by any Person under the oil and gas leases underlying the overriding royalty interest agreements or similar agreements that comprise the Contributed Assets attributable to the interests owned by such Asset Contributor (or situation which with the passage of time or giving of notice would create a breach or default) exists. Prior to the execution of this Agreement, each such Asset Contributor has made available to the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings complete copies of each Asset Oil and Gas Document.

4.11                                    Payments. To such Asset Contributor’s Knowledge, (a) all payments (including all delay rentals, royalties and shut-in royalties) owing under the Asset Oil and Gas Documents have been and are being made timely (before the same became delinquent, and otherwise in accordance with the terms and conditions of the instruments creating such obligations) to such Asset Contributor and (b) all of the proceeds from the sale of hydrocarbons produced from or attributable to the Contributed Assets are being properly and timely paid to such Asset Contributor by the purchasers of such production without suspension or indemnity other than standard division order indemnities.

4.12                                    Brokers’ Fees. Neither such Asset Contributor nor any of its Affiliates has employed any broker, finder or other person or incurred any liability on behalf of the Asset Contributors for any advisory, brokerage, finder, success, deal completion or similar fees or commissions in connection with the transactions contemplated by this Agreement.

4.13                                    Securities Act Representations.

(a)                                 Such Asset Contributor is an Accredited Investor (as such term is used in Rule 501 under the Securities Act and as set forth in Exhibit G hereto), is able to bear the economic risk of its investment in the Common Units and has sufficient net worth to sustain a loss of its entire investment in the MLP without economic hardship if such loss should occur. Such Asset Contributor understands and acknowledges that the MLP, the GP and its directors, Affiliates, attorneys and agents are relying on this certification.

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(b)                                 Such Asset Contributor understands that the acquisition of the Common Units involves numerous risks. Such Asset Contributor is capable of analyzing and investing in companies like the MLP and is capable of evaluating the merits and risks of its investment in the MLP and has the capacity to protect its own interests. To the extent necessary, such Asset Contributor has retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of the acquisition of the Common Units and the other transactions contemplated by this Agreement, it being understood that neither the MLP, the GP, Intermediate GP, Intermediate Holdings, Holdings nor any other party in connection therewith has retained legal or financial advisors on behalf of such Asset Contributor. Further, such Asset Contributor acknowledges that Baker Botts L.L.P. has been retained as legal counsel only to the MLP and the Kimbell Art Foundation in connection with the transactions contemplated by this Agreement and the proposed Initial Public Offering, and does not represent any other Party to this Agreement.

(c)                                  Such Asset Contributor has had an opportunity to discuss the MLP’s business, management and financial affairs with the members of the GP’s management. Such Asset Contributor has also had an opportunity to ask questions of the officers of the GP, which questions were answered to its satisfaction. Such Asset Contributor acknowledges that it is familiar with all aspects of the MLP’s business. Except as expressly set forth in Article V, such Asset Contributor has received no representations or warranties from the MLP, the GP, Intermediate GP, Intermediate Holdings, Holdings or their respective employees, Affiliates, attorneys, accountants or agents.

(d)                                 Such Asset Contributor is acquiring the Common Units solely for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof that would cause such Asset Contributor to be deemed an “underwriter”, as defined in Section 2(11) of the Securities Act, or that would require registration under the Securities Act or applicable state or other securities laws. Such Asset Contributor acknowledges and understands that the Common Units have not been registered under the Securities Act or applicable state and other securities laws and that any certificate representing such Common Units will bear a legend to the foregoing effect.

(e)                                  Such Asset Contributor acknowledges that the Common Units being acquired by such Asset Contributor were not offered to such Asset Contributor by means of publicly disseminated advertisements or sales literature, nor is such Asset Contributor aware of any offers made to any other Contributing Party by such means.

(f)                                   Such Asset Contributor acknowledges and understands that it must bear the economic risk of its investment in the Common Units for an indefinite period of time because the Common Units must be held indefinitely unless subsequently registered under the Securities Act and applicable state and other securities laws or unless an exemption from such registration is available.

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4.14                              Bankruptcy. There are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by or, to the Knowledge of such Asset Contributor, threatened in writing against such Asset Contributor or any of its applicable Affiliates.

4.15                              Advance Payments. Such Asset Contributor is not obligated by virtue of any advance payment or other similar payment to deliver hydrocarbons, or proceeds from the sale thereof, attributable to the Contributed Assets at some future time without receiving payment therefor at or after the time of delivery, except as, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

4.16                                    Preferential Purchase Rights. There are no preferential purchase rights, rights of first refusal or other similar rights that are applicable to the Contributed Assets in which such Asset Contributor owns an interest in connection with the transactions contemplated hereby, except as, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

4.17                                    Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE IV, SUCH ASSET CONTRIBUTOR IS NOT MAKING ANY OTHER REPRESENTATIONS AND WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING THE INTERESTS OR ASSETS OF SUCH ASSET CONTRIBUTOR OR ITS SUBSIDIARIES, OR THE BUSINESS, ASSETS OR LIABILITIES OF ANY CONTRIBUTED ASSETS, INCLUDING, IN PARTICULAR, ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE MLP, THE GP, INTERMEDIATE GP, INTERMEDIATE HOLDINGS AND HOLDINGS

Each of the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings, jointly and severally, represents and warrants to each of the Contributing Parties as of the date hereof and as of the Closing Date that:

5.1                                           Organization; Qualification.

(a)                                 Each of the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings has been duly formed and is validly existing and in good standing under the applicable Law of its jurisdiction of formation with all requisite partnership and limited liability company, as applicable, power and authority to own, lease or otherwise hold and operate its properties and assets and to carry on its business as presently conducted.

(b)                                 Each of the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings has heretofore made available to the Contributing Parties complete and correct copies of its governing documents.

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5.2                                           Authority; No Violation; Consents and Approvals.

(a)                                 Each of the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings has all requisite power and authority to execute and deliver this Agreement and the applicable Transaction Documents to which it will be a party, and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings of this Agreement and each of the Transaction Documents to which it will be a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of such party, and no other limited liability company, partnership or similar proceeding on the part of such party or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement and the applicable Transaction Documents.

(b)                                 This Agreement has been duly executed and delivered by each of the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings and, assuming the due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding agreement of such party, enforceable against such party in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Upon the Closing, each of the Transaction Documents to which each of the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings is a party will be duly executed and delivered by such party and, assuming the due authorization, execution and delivery thereof by the other parties thereto, will constitute a legal, valid and binding agreement of such party, enforceable against such party in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)).

(c)                                  Neither the execution and delivery by each of the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings of this Agreement or the applicable Transaction Documents to which it will be a party, nor the consummation by such party of the transactions contemplated hereby or thereby, nor the performance by such party under this Agreement or any such Transaction Document will (i) violate, conflict with or result in a breach of any provision of the governing documents of such party; (ii) require any Governmental Authorization, other than any Governmental Authorization that (A) may be obtained after the Closing without penalty or (B) the failure of which to obtain is not reasonably expected to have a material impact on the transactions contemplated herein; (iii) require any consent or approval of any counterparty to, or violate or result in any breach of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration of any obligation or the loss of any benefit under, any material agreement; (iv) result in the creation of a

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Lien upon or require the sale or give any Person the right to acquire any of the assets of such party, or restrict, hinder, impair or limit the ability of such party to carry on its businesses as and where it is being carried on prior to the execution of this Agreement; or (v) violate or conflict with any Law applicable to such party.

5.3                                           Sufficiency of Funds. Upon the consummation of the Initial Public Offering, the MLP will have sufficient funds in the form of cash or cash equivalents to pay the cash portion of the consideration contemplated herein.

5.4                                           Brokers’ Fees. Except for any fees paid to the Underwriters in connection with the Initial Public Offering, none of the MLP, the GP, Intermediate GP, Intermediate Holdings or Holdings or any of their respective Affiliates has employed any broker, finder or other person or incurred any liability on behalf of the Contributing Parties or itself for any advisory, brokerage, finder, success, deal completion or similar fees or commissions in connection with the transactions contemplated by this Agreement.

5.5                                           Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE V, NONE OF THE MLP, THE GP, INTERMEDIATE GP, INTERMEDIATE HOLDINGS AND HOLDINGS ARE MAKING ANY OTHER REPRESENTATIONS AND WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SUCH PARTY OR THE BUSINESS, ASSETS OR LIABILITIES OF SUCH PARTY, INCLUDING, IN PARTICULAR, ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED.

ARTICLE VI

ADDITIONAL AGREEMENTS, COVENANTS, RIGHTS AND OBLIGATIONS

6.1                                           Conduct of Business. Except (a) as otherwise permitted or contemplated by this Agreement, (b) as otherwise required by Law or (c) as set forth on Schedule 6.1, without the prior written consent of the GP (which consent will not be unreasonably withheld, delayed or conditioned), each of the Contributing Parties agrees that from the Execution Date through the Closing Date or earlier termination of this Agreement in accordance with Article X:

(a)                                 Each of the Contributing Parties, with respect to the Business, shall (i) conduct or cause to be conducted the Business in the ordinary course and (ii) use or cause to be used commercially reasonable efforts to preserve intact the present business organizations and material rights and franchises of the Business and to preserve the material relationships of the Business with operators, producers and others having business dealings with the Business.

(b)                                 Without limiting the generality of Section 6.1(a), each of the Contributing Parties agrees that it will not and will not permit any of their Affiliates (including the Contributed Entities or any of their respective Affiliates with respect to the Equity Contributors), directly or indirectly, to:

(i)                                     make any change in the Governing Documents of the Contributed Entities or the Asset Contributors, except as set forth on Schedule 6.1(b)(i);

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(ii)                                  issue, deliver, transfer, sell, dispose of or abandon or authorize or propose the issuance, delivery, transfer, sale, disposal or abandonment of, any of the (A) Contributed Assets, (B) Equity Owned Assets or (C) Contributed Entities’ equity securities or securities convertible into the Contributed Entities’ equity securities, or subscriptions, rights, warrants or options to acquire or other agreements or commitments of any character obligating it to issue any such securities;

(iii)                               create any right of first offer, right of first refusal or similar preferential right, mortgage, pledge, encumber or permit to suffer any Lien on (other than Permitted Liens in the ordinary course of business), any of the (A) Contributed Assets, (B) Equity Owned Assets or (C) Contributed Entities’ equity securities or securities convertible into the Contributed Entities’ equity securities, or subscriptions, rights, warrants or options to acquire or other agreements or commitments of any character obligating it to issue any such securities;

(iv)                              with respect to the Contributed Entities, except with respect to the distribution of payments dated prior to the Effective Date for receipts, revenues, interest or income related to the Oil and Gas Properties or any distribution related to the Distributed Interests, declare, set aside or pay any distributions in respect of the Contributed Entities’ equity securities, or split, combine or reclassify any of the Contributed Entities’ equity securities or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any of the Contributed Entities’ equity securities, or purchase, redeem or otherwise acquire, directly or indirectly, any of the Contributed Entities’ equity securities;

(v)                                 except as permitted by exclusions under other clauses of this Section 6.1(b), other than in the ordinary course of business, enter into any material contract or agreement or terminate or amend in any material respect any material contract or agreement to which it is a party or waive any material rights under any material contract or agreement to which it is a party;

(vi)                              incur, assume or guarantee any indebtedness for borrowed money, issue, assume or guarantee any debt securities, grant any option, warrant or right to purchase any debt securities, or issue any securities convertible into or exchangeable for any debt securities, except working capital borrowings in the ordinary course of business;

(vii)                           make any change to its Tax methods, principles or elections;

(viii)                        make any change to its financial reporting and accounting methods;

(ix)                              adopt or vote to adopt a plan of complete or partial dissolution or liquidation; or

(x)                                 agree or commit to do any of the foregoing.

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(c)                                  Notification of Certain Events. From the Execution Date until the Closing Date or earlier termination of this Agreement in accordance with Article X, each Contributing Party shall promptly notify the GP in writing upon such notifying Party’s Knowledge of (i) any event, condition or circumstance that would reasonably be expected to result in any of the conditions set forth in Article VII (as to such Contributing Party only, and not as to any other Contributing Party) not being satisfied on or prior to the Closing Date, (ii) any Material Adverse Effect or (iii) any material breach by such Contributing Party of any representation, warranty, covenant, obligation or agreement contained in this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.1(c) shall not limit or otherwise affect the representations or warranties hereunder of such notifying Party, the remedies available hereunder to the other Parties, or the conditions set forth in Article VII. In addition, and without limiting the foregoing, each Contributing Party agrees to promptly notify the GP in the event that such Contributing Party becomes a “foreign person” within the meaning of Section 1445 of the Code. From the Execution Date until the Closing Date or earlier termination of this Agreement in accordance with Article X, each of the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings shall promptly notify the Contributors’ Representatives, on behalf of the Represented Contributors, and the Non-Represented Contributors in writing upon such notifying Party’s Knowledge of (A) any event, condition or circumstance that would reasonably be expected to result in any of the conditions set forth in Article VII (as to such Party only, and not any other Party) not being satisfied on or prior to the Closing Date, (B) any Material Adverse Effect or (C) any material breach by such Party of any representation, warranty, covenant, obligation or agreement contained in this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.1(c) shall not limit or otherwise affect the representations or warranties hereunder of such notifying Party, the remedies available hereunder to the other Parties, or the conditions set forth in Article VII.

6.2                                           Access to Information.

(a)                                 Upon reasonable prior notice, each Party shall afford the officers, employees, counsel, accountants and other authorized representatives and advisors of the requesting Party reasonable access, during normal business hours from the Execution Date until the Closing Date or earlier termination of this Agreement in accordance with Article X, to such disclosing Party’s books, contracts and records as well as to its management personnel; provided that such access shall be provided on a basis that minimizes the disruption to the operations of the disclosing Party. The disclosing Party shall have a right to have a representative present at all times of any inspections, interviews and examinations conducted at or in the offices or other facilities of the disclosing Party or its Subsidiaries. To the fullest extent permitted by Law, the disclosing Party shall not be responsible or liable to the requesting Party for injuries sustained by the requesting Party’s officers, employees, counsel, accountants and other representatives and advisors in connection with the access provided pursuant to this Section 6.2, and shall be indemnified and held harmless by the requesting Party for any losses suffered by the disclosing Party or its officers, employees, counsel, accountants or other representatives in connection with any such injuries, including personal injury, death or physical property damage. This indemnification is expressly intended to apply

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notwithstanding any negligence (whether sole, concurrent, active or passive) or other fault or strict liability on the part of the disclosing Party, excepting only injuries actually resulting on the account of the gross negligence or willful misconduct of the disclosing Party. The requesting Party and its representatives agree to comply fully with all rules, regulations and instructions issued by the disclosing Party and/or its representatives regarding the actions of the requesting Party and its representatives while upon, entering or leaving the property of the disclosing Party and to enter into any other agreements that the disclosing Party reasonably deems necessary with regard to such access.

(b)                                 In addition, and without limiting the foregoing, until the Closing Date, no Party will disclose to any other Person, except with the explicit prior written consent of the disclosing Party or as otherwise contemplated by this Section 6.2, any Confidential Information of such disclosing Party obtained pursuant to Section 6.2(a). For the avoidance of doubt, nothing in this Section 6.2 shall limit or otherwise prevent (i) the MLP or the GP from disclosing any Confidential Information in the Registration Statement as is required under applicable Law or (ii) any Party from disclosing Confidential Information (A) to its Affiliates and its and their respective directors, managers, members, officers, employees, agents and other representatives who reasonably require access to such Confidential Information to assist such Party, or act on its behalf, in relation to this Agreement or the Initial Public Offering (but only if such recipients have been informed of the confidential nature of such information and have agreed to be bound by confidentiality provisions that are no less stringent than those set forth in this Section 6.2); provided that such Party shall remain liable hereunder for any breach of this Section 6.2 by any such Affiliates, directors, managers, members, officers, employees, agents and other representatives or (B) as required by applicable Law.

(c)                                  In the event that a Party is requested or legally required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process or by Law, governmental proceeding or stock exchange rule) to make any disclosure of Confidential Information otherwise prohibited by this Section 6.2, such Party shall provide the disclosing Party with prompt prior written notice of such request or requirement (together with a copy of the Confidential Information proposed to be disclosed), and shall cooperate with the disclosing Party or its Affiliates so that the disclosing Party or its Affiliates may seek a protective order or other appropriate remedy or, if it so elects, waive compliance with the terms of this Section 6.2. In the event that such protective order or other remedy is not obtained, or the disclosing Party waives compliance with the provisions hereof, a Party may disclose only that Confidential Information that is legally required to be disclosed and shall exercise all reasonable efforts to obtain assurance that confidential treatment will be accorded the Confidential Information so disclosed.

6.3                                           Certain Actions. As promptly as practicable following the Execution Date, upon the terms and subject to the conditions hereof, the Contributing Parties, through the Contributors’ Representatives and without the need for further approval or action on the part of the Contributing Parties, as applicable, and the GP shall (a) use commercially reasonable efforts (i) to make, or cause to be made, all such filings and timely seek all such consents, permits, authorizations or approvals and (ii) to take, or cause to be taken, all other actions and do, or

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cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby, and (b) make all required filings or applications necessary to obtain any consents required to be obtained from any applicable Governmental Entity in connection with the transactions contemplated by this Agreement. Subject to the provisions of the immediately preceding sentence, the Contributing Parties, through the Contributors’ Representatives and without the need for further approval or action on the part of the Contributing Parties, as applicable, and the GP shall cooperate fully with respect to any filing, submission or communication with a Governmental Entity having jurisdiction over the transactions contemplated by this Agreement.

6.4                                           Reasonable Efforts; Further Assurances. From and after the Closing Date, upon the terms and subject to the conditions hereof, the Contributing Parties, through the Contributors’ Representatives and without the need for further approval or action on the part of the Contributing Parties, as applicable, shall use commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable. Without limiting the foregoing but subject to the other terms of this Agreement, the Represented Contributors agree that, the Contributors’ Representatives shall be permitted, from time to time, whether before, at or after the Closing Date, without the need for further approval or action on the part of the Represented Contributors, to execute and deliver, or cause to be executed and delivered, in each case on behalf of each Represented Contributor, such instruments of assignment, transfer, conveyance, endorsement, direction or authorization as may be necessary to consummate and make effective the transactions contemplated by this Agreement; provided, however, that said instruments of assignment, transfer, conveyance, direction or authorization shall not increase any obligation or liability of any such Represented Contributor or be inconsistent with the terms and conditions of this Agreement. After the Closing, the Contributors’ Representatives and the Non-Represented Contributors shall use reasonable efforts to obtain any approvals or consents or assist in any filings required in connection with the transactions contemplated by this Agreement or the Transaction Documents that are requested by the MLP and that have not been previously obtained or made.

6.5                                           No Public Announcement.

(a)                                 Each Contributing Party acknowledges that the transactions contemplated by this Agreement and the Initial Public Offering are confidential and agrees to hold and keep all such information confidential until the Closing Date. In addition, and without limiting the foregoing, until the Closing Date, no Contributing Party will deliver or transmit (whether in electronic form, hard copy or otherwise) any materials or information relating to the MLP or the Initial Public Offering, nor disclose to any other Person, except with the explicit prior written consent of the MLP or as otherwise contemplated by this Section 6.5, that this Agreement has been entered into, that any such Contributing Party or any other Person, including the MLP, is or has been considering entering into this Agreement or similar agreement or otherwise participating in the Initial Public Offering, that any such Contributing Party has decided to no longer consider such a transaction, that any discussions or negotiations are taking place concerning such a transaction, the Initial Public Offering or the proposed terms, conditions or other facts

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with respect to any such transaction or the Initial Public Offering. For the avoidance of doubt, nothing in this Section 6.5 shall limit or otherwise prevent (i) the MLP or the GP from disclosing any terms or conditions of this Agreement or any Transaction Document in the Registration Statement or (ii) any Party from disclosing any terms or conditions of this Agreement or any Transaction Document (A) to its Affiliates and its and their respective directors, managers, members, officers, employees, agents and other representatives who reasonably require access to such information to assist such Party in connection with the evaluation and negotiation of this Agreement or the consummation of the transactions contemplated hereby (but only if such recipients have been informed of the confidential nature of such information and have agreed to be bound by confidentiality provisions that are no less stringent than those set forth in this Section 6.5); provided that such Party shall remain liable hereunder for any breach of this Section 6.5 by any such Affiliates, directors, managers, members, officers, employees, agents and other representatives or (B) as required by applicable Law.

(b)                                 In the event that a Contributing Party is requested or legally required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process or by Law, governmental proceeding or stock exchange rule) to make any disclosure otherwise prohibited by this Section 6.5 (other than Section 6.5(a)(ii)(B)), such Contributing Party shall provide the MLP with prompt prior written notice of such request or requirement (together with a copy of the material proposed to be disclosed), and shall cooperate with the MLP or its Affiliates so that the MLP or its Affiliates may seek a protective order or other appropriate remedy or, if it so elects, waive compliance with the terms of this Section 6.5. In the event that such protective order or other remedy is not obtained, or the MLP waives compliance with the provisions hereof, a Contributing Party may disclose only that information that is legally required to be disclosed and shall exercise all reasonable efforts to obtain assurance that confidential treatment will be accorded the information so disclosed.

(c)                                  Upon written request of the MLP, each Contributing Party will return promptly to the MLP (or, alternatively, destroy) all copies of this Agreement or documents related to the Initial Public Offering then in its possession or in the possession of any of its Affiliates and its and their respective directors, managers, members, officers, employees, agents and other representatives, and any copies, notes, translations, or extracts thereof, without retaining any copy thereof (including, to the extent practicable, expunging copies from any computer or other device), except that such Contributing Party may destroy promptly (in lieu of returning) all copies of any analyses, compilations, studies or other documents, records or data prepared by such Contributing Party or its Affiliates and its and their respective directors, managers, members, officers, employees, agents and other representatives which contain or otherwise reflect or are generated in relation to this Agreement or the Initial Public Offering. Notwithstanding the forgoing, the obligation to return or destroy information related to this Agreement or the Initial Public Offering shall not cover information that is maintained on routine computer system backup tapes, disks or other backup storage devices as long as such backed-up information is not used, disclosed, or otherwise recovered from such backup devices.

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6.6                                           Expenses. The Contributing Parties agree that each Contributing Party shall bear and pay its portion of the Shared Expenses. Each Contributing Party’s portion of the Shared Expenses shall be equal to the percentage that such Contributing Party’s Aggregate Consideration bears to the total consideration paid to all Contributing Parties under this Agreement. As used herein, the term “Shared Expenses” shall mean all third-party legal, accounting, engineering, land and other expenses incurred by or on behalf of the MLP in connection with the formation of the MLP and the Initial Public Offering (the “MLP Transaction”), including the fees and expenses of outside legal counsel, accountants, auditors, reserve engineers, financing sources, investment bankers and other consultants and advisors engaged by or on behalf of the MLP in connection with the due diligence, preparation, negotiation, execution and consummation of the MLP Transaction; provided, however that, for the avoidance of doubt, “Shared Expenses” shall not include any fees or expenses incurred by or on behalf of a Contributing Party in connection with its own due diligence, preparation, negotiation, execution and consummation of the MLP Transaction or in connection with the review and negotiation of this Agreement. Except as set forth above, all costs and expenses incurred by a Contributing Party in connection with this Agreement shall be paid by such Contributing Party.

6.7                                           Control of Other Party’s Business.

(a)                                 Nothing contained in this Agreement will give any Contributing Party, directly or indirectly, the right to control or direct the operations of any other Contributing Party prior to the Closing Date. Prior to the Closing Date, each of the Parties will exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its respective business, assets and operations and the business, assets and operations of its respective Subsidiaries (and, for the avoidance of doubt, after the Closing Date, shall maintain control with respect to any portion thereof that is not contributed to the MLP or its Subsidiaries pursuant to this Agreement). The Contributing Parties further acknowledge that only the Sponsors will be able to control the management and direction of the GP, the MLP, Intermediate GP, Intermediate Holdings and Holdings, as well as all decisions with respect to the Initial Public Offering. Nothing in this Agreement, including any of the actions, rights or restrictions set forth herein, will be interpreted in such a way as to place the Parties or the Sponsors in violation of any rule, regulation or policy of any Governmental Entity or applicable Law.

(b)                                 The Sponsors acknowledge that all decisions with respect to the Initial Public Offering, including, for the avoidance of doubt, all decisions with respect to the launch and consummation of the Initial Public Offering, will be made unanimously by the Sponsors.

6.8                                           Participation Right. Each of the Contributing Parties agrees as follows:

(a)                                 Following the Closing, for so long as any of the Sponsors or their respective Affiliates control the GP, the MLP shall have a right, but not an obligation, to participate (the “Participation Right”) in up to 50% of each acquisition or series of related acquisitions of mineral or royalty interests or other oil and gas assets in which any of Robert Ravnaas, Brett G. Taylor and Mitch Wynne Participate and involving any or all of

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the Contributing Parties or their respective Affiliates (such acquisition or series of related acquisitions being referred to as a “Qualified Acquisition”). Unless consented to in writing by the GP on behalf of the MLP, the Participation Right shall be on terms and conditions substantially the same as or better than the acquisition by the Contributing Parties or their applicable Affiliates. The MLP shall be permitted to assign such Participation Right to a Subsidiary of the MLP.

(b)                                 In the event that any of the Contributing Parties or their applicable Affiliates proposes to enter into a Qualified Acquisition, then such Person shall, at least five Business Days prior to entering into a definitive agreement relating to any such Qualified Acquisition, give notice in writing to the GP on behalf of the MLP (the “Participation Notice”) of their intention to enter into such Qualified Acquisition. The Participation Notice shall include (i) a description of the assets subject to the Qualified Acquisition, and (ii) a description of any material terms, conditions and details of the Qualified Acquisition as would be necessary for the GP on behalf of the MLP to make a decision to participate in the Qualified Acquisition. If the GP on behalf of the MLP decides to participate in the Qualified Acquisition, the GP shall have ten Business Days following receipt of the Participation Notice (as may be modified by this sentence, the “Participation Response Deadline”) to furnish written notice of such participation to the applicable Persons participating in the Qualified Acquisition (the “Participation Exercise Notice”); provided, however, that the Contributing Parties or their applicable Affiliates shall be permitted to provide as few as three Business Days’ written notice if such Qualified Acquisition reasonably requires such shorter notice period. The Participation Exercise Notice shall set forth the terms and conditions (including the purchase price the GP on behalf of the MLP proposes to pay and the other terms of the participation) pursuant to which the GP on behalf of the MLP would be willing to enter into a binding agreement for the Qualified Acquisition. If no Participation Exercise Notice is delivered by the GP on behalf of the MLP by the Participation Response Deadline, then the MLP shall be deemed to have waived its Participation Right with respect to such Qualified Acquisition, subject to Section 6.8(c). The Contributing Parties agree to be responsible for any breach of this provision by their respective Affiliates.

(c)                                  If the GP on behalf of the MLP has not timely delivered a Participation Exercise Notice with respect to a Qualified Acquisition that is subject to a Participation Notice, the applicable Persons participating in the Qualified Acquisition shall be free to enter into such Qualified Acquisition on terms and conditions no more favorable to such third party than those set forth in the Participation Notice.

(d)                                 Notwithstanding the foregoing, the Participation Right will only apply to a Qualified Acquisition with a total purchase price in excess of $10,000,000.

6.9                                           Proceeds Routing.

(a)                                 Except as set forth in Section 6.9(b), from and after the Closing Date, in the event either (i) Holdings or Intermediate Holdings shall be entitled to all payments actually received by a Contributing Party dated on or after the Effective Time for receipts, revenues, interest or income related to the Oil and Gas Properties contributed by

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such Contributing Party attributable to any period of time (excluding, however, any amounts received as part of or in connection with any settlement or judgment pertaining to any dispute to the extent such settlement or judgment is attributable to periods of time prior to the Effective Time) or (ii) the applicable Contributing Party shall be entitled to all payments actually received by Holdings or Intermediate Holdings dated prior to the Effective Time for receipts, revenues, interest or income related to the Oil and Gas Properties attributable to any period of time (including any amounts received as part of or in connection with any settlement or judgment pertaining to any dispute to the extent such settlement or judgment is attributable to periods of time prior to the Effective Time).

(b)                                 With respect to the assets comprising the French acquisition (as set forth in the “Acquisition” column and the row marked “French” on Exhibit C hereto), from and after the Closing Date, Holdings and French Capital Partners, Ltd. shall be entitled to all payments, receipts, revenues, interest or income related to such assets in accordance with the terms and conditions of the Assignment conveying such assets to Holdings.

(c)                                  ANY PROCEEDS OWED TO A PARTY IN ACCORDANCE WITH THIS SECTION 6.9 SHALL BE HELD FOR THE EXCLUSIVE BENEFIT OF THE PARTY ENTITLED THERETO AND (X) EACH CONTRIBUTING PARTY SHALL PROMPTLY, BUT NOT LATER THAN 30 BUSINESS DAYS AFTER RECEIPT, PAY ANY SUCH AMOUNTS DUE TO HOLDINGS OR INTERMEDIATE HOLDINGS, AND (Y) HOLDINGS OR INTERMEDIATE HOLDINGS SHALL PROMPTLY, BUT NO LATER THAN 30 DAYS AFTER RECEIPT, PAY ANY SUCH AMOUNTS DUE TO SUCH CONTRIBUTING PARTY.  EXCEPT AS OTHERWISE AGREED TO IN WRITING BY HOLDINGS OR INTERMEDIATE HOLDINGS, ANY PAYMENTS BY THE CONTRIBUTING PARTIES TO HOLDINGS OR INTERMEDIATE HOLDINGS SHALL BE MADE BY WIRE TRANSFER TO AN ACCOUNT DESIGNATED BY HOLDINGS OR INTERMEDIATE HOLDINGS PRIOR TO THE CLOSING. THE CONTRIBUTING PARTIES ACKNOWLEDGE AND AGREE THAT THE PROMPT AND TIMELY PAYMENT OF ANY SUMS OWED IN ACCORDANCE WITH THIS SECTION 6.9 IS AN INTEGRAL PART OF THE TRANSACTIONS CONTEMPLATED HEREIN AND EACH CONTRIBUTING PARTY IS INDIVIDUALLY AND SOLELY RESPONSIBLE FOR ENSURING THAT ANY SUCH PAYMENTS RECEIVED BY SUCH CONTRIBUTING PARTY ARE TIMELY PAID TO HOLDINGS OR INTERMEDIATE HOLDINGS, AS APPLICABLE.  EACH CONTRIBUTING PARTY AGREES TO REGULARLY AND DILIGENTLY MONITOR ITS MAIL, INCOMING DELIVERIES AND ACCOUNTS FOR ANY PAYMENTS IT MAY RECEIVE WITH RESPECT TO ANY OF THE OIL AND GAS PROPERTIES IN ORDER TO ENSURE THAT ANY SUCH PAYMENTS ARE ROUTED AS APPROPRIATE AND AS QUICKLY AS POSSIBLE TO HOLDINGS AND/OR INTERMEDIATE HOLDINGS.  EACH CONTRIBUTING PARTY SHALL TIMELY EXECUTE AND DELIVER ANY LETTERS IN LIEU OR OTHER DOCUMENTS OR INFORMATION WHICH MUST BE REASONABLY PROVIDED TO ANY THIRD PARTY IN ORDER TO FACILITATE THE PROPER AND PROMPT PAYMENT OF ANY FUNDS TO HOLDINGS OR INTERMEDIATE HOLDINGS IN ACCORDANCE WITH THIS AGREEMENT, INCLUDING AS CONTEMPLATED UNDER THIS SECTION 6.9, AND THE ASSIGNMENTS. TIME IS OF THE ESSENCE WITH RESPECT TO THE OBLIGATION SET FORTH IN THIS SECTION 6.9.

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6.10                                    Preferential Rights and Consents.

(a)                                 From and after the Execution Date, each Contributing Party shall use commercially reasonable efforts to promptly prepare and send (i) notices to any third Person holders of any consents to assignment of any of the Oil and Gas Properties requesting applicable consents, and (ii) notices to the holders of any applicable preferential rights to purchase any of the Oil and Gas Properties requesting waivers of such preferential rights to purchase, in each case that would be triggered by the transactions contemplated by this Agreement, and of which such Contributing Party has knowledge. From and after the Execution Date, each Contributing Party shall further use commercially reasonable efforts to diligently pursue and obtain all Required Consents (provided, however, that no Contributing Party shall be required to make any out of pocket payments to such holders of such Required Consents). Each Contributing Party shall notify the MLP prior to the Closing of all such preferential rights and consents that have not been waived or granted, as applicable, or that have been exercised in the case of preferential rights to purchase, and the specific Oil and Gas Properties to which they pertain.

(b)                                 At the Closing, any Oil and Gas Properties subject to an unsatisfied Required Consent and any Oil and Gas Properties with respect to which a preferential purchase right has been exercised prior to the Closing, or with respect to which the period for the exercise of such right has not expired, without exercise, shall not be assigned or transferred (whether directly or indirectly) to Intermediate Holdings or Holdings, as applicable.

(c)                                  If a preferential purchase right has been exercised prior to the Closing but the holder of such preferential purchase right fails to consummate the purchase of the applicable Oil and Gas Property (or a portion thereof) on or before the first to occur of (i) the date that is 120 days following the Closing or (ii) the end of the period of time for closing such sale or exercising such right, then (x) the applicable Contributing Parties shall so notify the MLP, and (y) the applicable Contributing Parties shall assign to Intermediate Holdings or Holdings, as applicable, the Oil and Gas Property (or portion thereof) so excluded at the Closing pursuant to an instrument in substantially the same form as the Assignment.

(d)                                 If any Required Consent is not obtained by the Closing, the applicable Contributing Parties and the MLP shall, to the extent permitted by applicable Law, (x) cooperate and use reasonable best efforts to establish an arrangement reasonably satisfactory to the MLP under which Intermediate Holdings or Holdings, as applicable, would obtain the claims, rights and benefits and assume the corresponding liabilities, debts, obligations and commitments under such Oil and Gas Properties (including by means of any subcontracting, sublicensing or subleasing arrangement) or under which the applicable Contributing Parties would enforce for the benefit of Intermediate Holdings or Holdings, as applicable, any and all claims, rights and benefits of the applicable Contributing Parties against a third party thereto and (y) the applicable Contributing Parties, at the reasonable request of the MLP and for the account of Intermediate Holdings or Holdings, as applicable, shall enforce, any of such Contributing Parties’ rights thereto or interests therein against any third parties thereto (including the right to terminate any such Oil and Gas Property in accordance with its terms, provided that the

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applicable Contributing Parties shall pay any cancellation or other fee due upon such termination).  If the Contributing Parties obtain the consent or waiver of such Required Consent within 120 days following the Closing, (i) the applicable Contributing Parties shall so notify the MLP and (ii) the applicable Contributing Parties shall assign to Intermediate Holdings or Holdings, as applicable the Oil and Gas Property (or portion thereof) so excluded, pursuant to an instrument in substantially the same form as the Assignment.  If such Required Consent is not obtained by the date that is 120 days after the Closing, (A) Intermediate Holdings or Holdings, as applicable shall pay to such Contributing Party any net proceeds received by such party from such Contributing Party pursuant to this Section 6.10(d), that are attributable to such Oil and Gas Property, and (B) the Contributing Party shall pay to the MLP the cash value of the portion of the Aggregate Consideration received by such Contributing Party that is directly attributable to such excluded Oil and Gas Property (as reasonably determined by the MLP).

(e)                                  For the avoidance of doubt, any action that may be taken by any Represented Contributor under this Section 6.10 may be taken by any of the Contributors’ Representatives on behalf of such Represented Contributor.

6.11                                    Initial Public Offering; Lock-Up Period.

(a)                                 Each Contributing Party agrees, if requested by the MLP or the representative of the Underwriters in the Initial Public Offering, to promptly provide such information as may be reasonably and customarily requested by the MLP or such representative of the Underwriters in connection with the Initial Public Offering (to the extent such information is in the possession of such Contributing Party), and to otherwise cooperate and use commercially reasonable efforts to facilitate the consummation of the Initial Public Offering. Subject to Section 6.7(b), the GP shall determine all matters related to the Initial Public Offering and the related registration process.

(b)                                 For a period commencing on the date of the Underwriting Agreement and ending on the 180th day after the date of the Underwriting Agreement in connection with the Initial Public Offering (the “Lock-Up Period”), each Contributing Party agrees that it will not, directly or indirectly, (i) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units (including, without limitation, Common Units that may be deemed to be beneficially owned by such Contributing Party in accordance with the rules and regulations of the SEC and Common Units that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Units (other than (A) transfers of Common Units as bona fide gifts; provided that in the case of any such transfer, each recipient shall agree to be subject to the terms and conditions of this Section 6.11; and provided, further, that no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer (other than a filing on a Form 5 following the end of the calendar year in which such transfer occurred, which indicates that such transfer is a bona fide gift), and (B) pledges of Common Units that are required under the granting of security provisions of

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the Rivercrest Credit Agreement), (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (i) or (ii) of this Section 6.11(b) is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Common Units or securities convertible into or exercisable or exchangeable for Common Units or any other securities of the MLP, or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the MLP. The MLP may impose stop-transfer instructions with respect to the Common Units subject to the foregoing restriction until the end of the Lock-Up Period.

(c)                                  In connection with the Initial Public Offering, each Contributing Party agrees that, upon request of the managing underwriter or managing underwriters of the Initial Public Offering, it shall enter into a standard lock-up agreement (in customary form and not exceeding 180 days after the date of the Underwriting Agreement) covering its Common Units and for a period specified by the managing underwriter or managing underwriters of such Initial Public Offering, as well as any other agreements as may be reasonably requested by the MLP or the managing underwriter or managing underwriters of such Initial Public Offering, in each case that are consistent with this Section 6.11 or are necessary to give further effect thereto.

6.12                                    Right of First Offer.

(a)                                 Assets Covered by Right of First Offer.

(i)                                     Bakken Assets. The parties set forth on Exhibit H hereto hereby grant to the MLP and its Subsidiaries (whether new or existing) (collectively, the “MLP Group”) a right of first offer on the assets described on Exhibit H hereto (the “Bakken Assets”) to the extent that any such party or their applicable Affiliate proposes to, directly or indirectly, sell, assign, convey, transfer or otherwise dispose of, whether in one or a series of transactions (such actions collectively, “Transfer”) all or any portion of the Bakken Assets (other than to an Affiliate of such party who agrees in writing that such Bakken Assets remain subject to the provisions of this Section 6.12 and such Affiliate assumes the obligations under this Section 6.12 with respect to such Bakken Assets) or enters into any agreement relating to such Transfer or proposed Transfer of any Bakken Assets from the Execution Date until three years following the Closing.

(ii)                                  Permian Assets. The parties set forth on Exhibit I hereto hereby grant to the MLP Group a right of first offer on the assets described on Exhibit I hereto (the “Permian Assets”) to the extent that any such party or their applicable Affiliate proposes to Transfer all or any portion of the Permian Assets (other than to an Affiliate of such party who agrees in writing that such Permian Assets remain subject to the provisions of this Section 6.12 and such Affiliate assumes the obligations under this Section 6.12 with respect to such Permian Assets) or

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enters into any agreement relating to such Transfer or proposed Transfer of any Permian Assets from the Execution Date until three years following the Closing.

(iii)                               Marcellus Assets. The parties set forth on Exhibit J hereto hereby grant to the MLP Group a right of first offer on the assets described on Exhibit J hereto (the “Marcellus Assets” and, together with the Bakken Assets and the Permian Assets, the “ROFO Assets”) to the extent that any such party or their applicable Affiliate proposes to Transfer all or any portion of the Marcellus Assets (other than to an Affiliate of such party who agrees in writing that such Marcellus Assets remain subject to the provisions of this Section 6.12 and such Affiliate assumes the obligations under this Section 6.12 with respect to such Marcellus Assets) or enters into any agreement relating to such Transfer or proposed Transfer of any Marcellus Assets from the Execution Date until three years following the Closing.

(b)                                 Procedures.

(i)                                     If a party set forth on Exhibit I, Exhibit J or Exhibit K hereto (a “Transferring Party”) proposes to Transfer any applicable ROFO Asset (other than to an Affiliate in accordance with Section 6.12(a)) (a “Proposed Transaction”), the Transferring Party shall or shall cause its applicable Affiliate to, prior to entering into any such Proposed Transaction, first give notice in writing to the MLP Group (the “ROFO Notice”) of its intention to enter into such Proposed Transaction. The ROFO Notice shall include (A) a description of the ROFO Assets subject to the Proposed Transaction, and (B) any material terms, conditions and details as would be necessary for a member of the MLP Group (an “MLP Group Member”) to make a responsive offer to enter into the Proposed Transaction with the applicable Transferring Party or Transferring Parties, which terms, conditions and details shall at a minimum include any terms, conditions or details that such Transferring Party would propose to provide to non-Affiliates in connection with the Proposed Transaction. If the MLP Group decides to offer to purchase the ROFO Assets, the MLP Group shall have 30 days following receipt of the ROFO Notice (the “ROFO Response Deadline”) to propose an offer to enter into the Proposed Transaction with such Transferring Party or Transferring Parties (the “ROFO Response”). The ROFO Response shall set forth the terms and conditions (including the purchase price the applicable MLP Group Member proposes to pay for the ROFO Asset and the other material terms of the purchase) pursuant to which the MLP Group would be willing to enter into a binding agreement for the Proposed Transaction. If no ROFO Response is delivered by the MLP Group by the ROFO Response Deadline, then the MLP Group shall be deemed to have waived its right of first offer with respect to such ROFO Asset, subject to Section 6.12(b)(iii).

(ii)                                  If such Transferring Party rejects the ROFO Response, such ROFO Response shall be deemed to have been rejected by such Transferring Party and the Transferring Party shall not be required to enter into an agreement with the applicable MLP Group Member regarding the Proposed Transaction. If such

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Transferring Party accepts the ROFO Response, it will confirm such acceptance in a written notice to the applicable MLP Group Member upon the terms set forth in the ROFO Response.

(iii)                               If the MLP Group does not timely deliver a ROFO Response as specified above with respect to a Proposed Transaction that is subject to a ROFO Notice, or if such Transferring Party rejects a ROFO Response, such Transferring Party shall be free to enter into a Proposed Transaction with any third party at a purchase price not less than 105% of the price set forth in the ROFO Response and on terms and conditions that are not more favorable in the aggregate to such third party than those proposed in respect of the MLP Group in the ROFO Response; provided, if such Proposed Transaction with a third party shall not have been consummated within 90 days after the ROFO Response Deadline, then the ROFO Notice shall be deemed to have lapsed, and such Transferring Party shall not Transfer any of the assets described in the ROFO Notice without complying again with the provisions of this Section 6.12 if and to the extent applicable.

(iv)                              The Transferring Parties and the MLP Group acknowledge that any Transfer of ROFO Assets pursuant to the MLP Group’s right of first offer is subject to the terms of all existing agreements with respect to the ROFO Assets and shall be subject to and conditioned on the obtaining of any and all necessary consents of security holders, governmental authorities, lenders or other third parties; provided, however, that each Transferring Party represents and warrants that, to its Knowledge, there are no terms in such existing agreements that would materially impair or interfere with the rights granted to the MLP Group pursuant to this Section 6.12 with respect to any ROFO Asset.

(v)                                 If requested by the MLP Group and at the MLP Group’s expense, the applicable Transferring Party or Transferring Parties shall use commercially reasonable efforts to provide or prepare, or cause to be provided or prepared, any audited or unaudited financial statements with respect to any ROFO Assets Transferred pursuant to this Section 6.12 to the extent required under Regulation S-X promulgated by the SEC or any successor statute.

6.13                                    GP LLC Agreement Covenant. The Sponsors acknowledge and agree that the GP LLC Agreement shall include language substantially in the form of Exhibit M hereto.

6.14                                    Partnership Agreement Covenant. The Sponsors acknowledge and agree that the Partnership Agreement shall include language substantially in the form of Exhibit N hereto.

6.15                                    Transaction Documents. At the Closing, the Asset Contributors, the Equity Contributors or the Contributors’ Representatives, as applicable, shall have delivered or caused to be delivered to the MLP, the GP, Intermediate GP, Intermediate Holdings or Holdings, and the MLP, the GP, Intermediate GP, Intermediate Holdings or Holdings shall have delivered

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or caused to be delivered to the Asset Contributors, the Equity Contributors or the Contributors’ Representatives, as applicable, the Transaction Documents.

6.16                                    Several and Not Joint Obligations. Notwithstanding anything to the contrary in this Agreement, each of the covenants of the Contributing Parties contained herein are made severally as to such Contributing Party only, and are not made jointly.

ARTICLE VII

CONDITIONS TO CLOSING

7.1                                           Conditions to Each Party’s Obligations. The obligation of the Parties to proceed with the Closing is subject to the satisfaction on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived in writing, in whole or in part, as to a Party by such Party:

(a)                                 Consummation of the Initial Public Offering. The conditions to closing of the Initial Public Offering contained in the Underwriting Agreement shall have been satisfied or waived by the applicable parties thereto (other than such conditions as may, by their terms, only be satisfied at the consummation of the Initial Public Offering, but subject to the fulfillment or waiver of such conditions) and the parties to the Underwriting Agreement shall be ready, willing and able to consummate the Initial Public Offering.

(b)                                 No Governmental Restraint. No order, decree, preliminary or permanent injunction or other legal restraint of any Governmental Entity shall be in effect, and no Law shall have been enacted or adopted, that enjoins, prohibits or makes illegal the consummation of the transactions contemplated by Article II of this Agreement, and no actions, lawsuits, claims or proceedings shall be pending that seeks to restrain, enjoin, prohibit or delay consummation of the transactions contemplated by this Agreement.

7.2                                           Conditions to the Obligations of the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings. The obligation of the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings to proceed with the Closing is subject to the satisfaction on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived in writing, in whole or in part, by the MLP (in its sole discretion):

(a)                                 Representations and Warranties of the Equity Contributors; Performance. (i) The representations and warranties of the Equity Contributors set forth in Article III (other than the Indemnified Representations) shall be true and correct in all respects, determined without giving effect to any Materiality Requirements, as of the Execution Date and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date) except for any failures of such representations or warranties to be so true and correct (disregarding all Materiality Requirements set forth therein) which would not have or would not be reasonably likely to have a Material Adverse Effect; provided such Material Adverse Effect exception shall not apply with respect to the representations and warranties contained in Section 3.3, which shall be true and correct in

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all respects as of the Execution Date and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date); (ii) the Equity Contributors’ Indemnified Representations shall be true and correct in all respects as of the Execution Date and as of the Closing as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date); and (iii) the Equity Contributors shall have performed in all material respects (or caused to have been performed in all material respects) all covenants and agreements required of them by this Agreement as of the Closing.

(b)                                 Representations and Warranties of the Asset Contributors; Performance. (i) The representations and warranties of the Asset Contributors set forth in Article IV (other than the Indemnified Representations) shall be true and correct in all respects, determined without giving effect to any Materiality Requirements, as of the Execution Date and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date) except for any failures of such representations or warranties to be so true and correct (disregarding all Materiality Requirements set forth therein) which would not have or would not be reasonably likely to have a Material Adverse Effect; (ii) the Asset Contributors’ Indemnified Representations shall be true and correct in all respects as of the Execution Date and as of the Closing as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date); and (iii) the Asset Contributors shall have performed in all material respects (or caused to have been performed in all material respects) all covenants and agreements required of them by this Agreement as of the Closing.

7.3                                           Conditions to the Obligations of the Contributing Parties. The obligation of the Contributing Parties to proceed with the Closing is subject to the satisfaction on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived in writing, in whole or in part, by the Contributors’ Representatives or the Contributing Parties holding at least a Supermajority Interest:

(a)                                 Representations and Warranties of the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings; Performance. (i) The representations and warranties of the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings set forth in Article V (other than the Indemnified Representations) shall be true and correct in all respects, determined without giving effect to any Materiality Requirements, as of the Execution Date and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date) except for any failures of such representations or warranties to be so true and correct (disregarding all Materiality Requirements set forth therein) which would not have or would not be reasonably likely to have a Material Adverse Effect; (ii) the Indemnified Representations of the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings shall be true and correct in all respects as of the Execution Date and as of the Closing as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date); and (iii) the MLP, the GP, Intermediate GP, Intermediate

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Holdings and Holdings shall each have performed in all material respects (or caused to have been performed in all material respects) all covenants and agreements required of them by this Agreement as of the Closing.

ARTICLE VIII

TAX MATTERS

8.1                                           Transfer Taxes. Each Contributing Party shall bear any and all sales, use, excise, real property transfer, gross receipts, goods and services, registration, capital, documentary, stamp or transfer Taxes, recording fees and similar Taxes and fees incurred and imposed upon, or with respect to, the property transfers or other transactions contemplated hereby (“Transfer Taxes”).

8.2                                           Liability for Taxes. Each Contributing Party will be responsible for all Taxes imposed on or with respect to the Contributed Assets and Contributed Entities for any taxable period, or portion thereof, ending prior to the Effective Time. Subject to Section 8.3, the MLP shall be responsible for all Taxes (other than Transfer Taxes) imposed on or with respect to the Contributed Assets and Contributed Entities for any taxable period, or portion thereof, ending on and after the Effective Time.

8.3                                           Allocation of Taxes. Taxes imposed on or with respect to the Contributed Assets and Contributed Entities for any taxable period within which the Effective Time falls will be apportioned as follows:

(a)                                 Taxes that are ad valorem, property or otherwise imposed on a periodic basis will be apportioned on a ratable daily basis; and

(b)                                 all other Taxes will be apportioned based on an interim closing of the books as of the end of the day immediately prior to the Effective Time.

8.4                                           Remittance of Taxes. Each Contributing Party will be responsible for timely remitting all Taxes imposed on or with respect to the Contributed Assets and Contributed Entities due prior to the Closing Date, and the MLP will be responsible for timely remitting all Taxes due on or after the Closing Date, in each case to the relevant Tax Authority.

8.5                                           Reimbursement for Taxes. Notwithstanding any other provision of this Agreement and without any limitation, each Contributing Party and the MLP shall reimburse the other for its allocable share of Taxes paid by such other party, determined in accordance with this Article VIII, within ten Business Days of receiving notice, together with such supporting evidence as is reasonably necessary to calculate the proration amount (the “Indemnified Taxes”).

8.6                                           Tax Returns. Each Contributing Party shall prepare and timely file any Tax Return for Taxes imposed on or with respect to the Contributed Assets and Contributed Entities required to be filed before the Closing Date. The MLP shall prepare and timely file all other Tax Returns for Taxes imposed on or with respect to the Contributed Assets and Contributed Entities required to be filed on or after the Closing Date. Pursuant to Section 8.8, each Contributing Party and the MLP shall provide each other with all information reasonably

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necessary to prepare any Tax Return for Taxes imposed on or with respect to the Contributed Assets and Contributed Entities.

8.7                                           Tax Treatment and Related Matters.

(a)                                 Except as otherwise provided in this Section 8.7, the Parties acknowledge that the transactions described in this Agreement are properly characterized as transactions described in Sections 721(a) and 731 of the Code and agree to file all Tax Returns in a manner consistent with such treatment.

(b)                                 The Parties agree that the amount distributed to the Asset Contributors and Equity Contributors in connection with the Initial Public Offering shall be treated (i) as a “debt-financed transfer” to such Contributing Party under Treasury Regulations Section 1.707-5(b) to the extent the cash is traceable under the principles of Treasury Regulations Section 1.163-8T to such Contributing Party’s allocable share, determined under Treasury Regulations Section 1.707-5(b)(2), of indebtedness of the MLP, (ii) as a reimbursement of such Contributing Party’s preformation expenditures with respect to the assets contributed within the meaning of Treasury Regulations Section 1.707-4(d) to the extent applicable, and (iii) as the proceeds of a sale by such Contributing Party of the assets contributed to the MLP to the extent clauses (i) and (ii), or any other exceptions to the “disguised sale” rules under Section 707 and the Treasury Regulations thereunder, are inapplicable.

(c)                                  Except with the prior written consent of each Contributing Party, the MLP agrees to act at all times in a manner consistent with this intended treatment specified in this Section 8.7, including, if required, disclosing the distribution of any proceeds from the Initial Public Offering in accordance with the requirements of Treasury Regulations Section 1.707-3(c)(2).

8.8                                           Cooperation and Tax Audits. The Parties agree to furnish or cause to be furnished to the other, upon request, as promptly as practicable, such information and assistance relating to each of the Contributed Entities, the Equity Owned Assets or the Contributed Assets, as applicable, including, without limitation, access to books and records, as is reasonably necessary for the filing of all Tax Returns by the Parties, the making of any election relating to Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax. The Parties shall cooperate fully as and to the extent reasonably requested by the other party in connection with any audit or action relating to Taxes involving the Contributed Entities, the Equity Owned Assets or the Contributed Assets, as applicable. Notwithstanding anything to the contrary contained in this Agreement, none of the MLP or its Affiliates shall have the right to receive or obtain any information relating to Taxes or Tax Returns of the Contributing Parties or any of their Affiliates (or predecessors thereto) other than information relating solely to the Contributed Entities, the Equity Owned Assets or the Contributed Assets, as applicable.

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ARTICLE IX

INDEMNIFICATION

9.1                                           Survival. The Indemnified Representations (other than with respect to Section 3.8 and 4.7) of the Parties shall survive the Closing for a period of one year after the Closing Date. All other representations and warranties of the Parties shall not survive the Closing. The indemnification obligations of the Parties contained in Article VIII and the Indemnified Representations with respect to Section 3.8 and Section 4.7 shall be continuing and shall survive the Closing until 30 days after the statute of limitations closes for the taxable year to which any Taxes associated with such indemnification obligations relate. The covenants and agreements of the Parties that, by their terms, are to be performed at or prior to the Closing, shall survive until the earlier of the Closing Date and the date on which they are fully performed, and the covenants and agreements of the Parties that, by their terms, are to be performed after the Closing, shall survive the Closing indefinitely or for the period explicitly specified therein. The indemnification obligations of the Parties with respect to the Assumed Liabilities and Retained Liabilities and the Parties’ indemnification obligations under Section 9.2(a)(iii), Section 9.2(a)(iv) and Section 9.3(a)(iii) shall survive the Closing indefinitely.  Each applicable survival period in this Section 9.1 is referred to as the “Survival Period.”

9.2                                           Equity Contributors’ Agreement to Indemnify.

(a)                                 Subject to the terms and conditions set forth herein (including Section 8.1), from and after the Closing, each of the Equity Contributors shall, severally and not jointly, indemnify, defend and hold harmless the Partnership Group from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, “Damages”) asserted against or incurred by any Contributed Entity or member of the Partnership Group as a result of or arising out of or under:

(i)                                     a breach of an Indemnified Representation by such Equity Contributor;

(ii)                                  a breach of any covenants and agreements (excluding, for the avoidance of doubt, any other representations and warranties not covered by clause (i)) contained in this Agreement by such Equity Contributor;

(iii)                               any (A) Liens or indebtedness associated with, incurred by, or otherwise burdening the Contributed Entities in which such Equity Contributor owns an equity interest or (B) Liens incurred or created by, through, or under such Equity Contributor or the Contributed Entities in which such Equity Contributor owns an equity interest or its or their Affiliates, burdening the Equity Owned Assets; or

(iv)                              any Distributed Interest.

THIS INDEMNIFICATION IS EXPRESSLY INTENDED TO APPLY NOTWITHSTANDING ANY NEGLIGENCE (WHETHER SOLE, CONCURRENT, ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY ON THE PART OF ANY MEMBER OF THE PARTNERSHIP GROUP.

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(b)                                 The obligation of each Equity Contributor to indemnify the Partnership Group pursuant to Section 9.2(a) is subject to the following limitations:

(i)                                     In no event shall an Equity Contributor’s obligation to indemnify the Partnership Group pursuant to Section 9.2(a)(i) (other than with respect to a breach of Section 3.8) with respect to a particular Contributed Entity exceed 10% of such Equity Contributor’s Aggregate Consideration with respect to the Contributed Entity that is the subject of such claim for indemnification.

(ii)                                  In no event shall an Equity Contributor’s aggregate obligation to indemnify the Partnership Group pursuant to Section 9.2(a)(iii) exceed such Equity Contributor’s Aggregate Consideration with respect to the Contributed Entity that is the subject of such claim for indemnification.

(iii)                               In no event shall an Equity Contributor’s aggregate obligation to indemnify the Partnership Group pursuant to Section 9.2(a) exceed such Equity Contributor’s Aggregate Consideration.

(iv)                              An Equity Contributor shall be obligated to indemnify the Partnership Group pursuant to Section 9.2(a) only for those claims giving rise to Damages of the Partnership Group as to which a member of the Partnership Group has given such Equity Contributor written notice prior to the end of the applicable Survival Period. Any written notice delivered by a member of the Partnership Group to an Equity Contributor with respect to Damages of the Partnership Group shall set forth with as much specificity as is reasonably practicable the basis of the claim for Damages of the Partnership Group and, to the extent reasonably practicable, a reasonable estimate of the amount thereof.

9.3                                           Asset Contributors’ Agreement to Indemnify.

(a)                                 Subject to the terms and conditions set forth herein (including Section 8.1), from and after the Closing, each of the Asset Contributors shall, severally and not jointly, indemnify, defend and hold harmless the Partnership Group from and against all Damages asserted against or incurred by any member of the Partnership Group as a result of or arising out of or under:

(i)                                     a breach of an Indemnified Representation by such Asset Contributor;

(ii)                                  a breach of any covenants and agreements (excluding, for the avoidance of doubt, any other representations and warranties not covered by clause (i)) contained in this Agreement by such Asset Contributor;

(iii)                               a breach of the special warranty of title contained in the Assignments delivered by such Asset Contributor at Closing; or

(iv)                              any of the Retained Liabilities of such Asset Contributor.

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THIS INDEMNIFICATION IS EXPRESSLY INTENDED TO APPLY NOTWITHSTANDING ANY NEGLIGENCE (WHETHER SOLE, CONCURRENT, ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY ON THE PART OF ANY MEMBER OF THE PARTNERSHIP GROUP.

(b)                                 The obligation of each Asset Contributor to indemnify the Partnership Group pursuant to Section 9.3(a) is subject to the following limitations:

(i)                                     In no event shall an Asset Contributor’s obligation to indemnify the Partnership Group pursuant to Section 9.3(a)(i) (other than with respect to a breach of Section 4.7) with respect to a particular Contributed Asset exceed 10% of such Asset Contributor’s Aggregate Consideration with respect to the Contributed Asset that is the subject of such claim for indemnification.

(ii)                                  In no event shall an Asset Contributor’s aggregate obligation to indemnify the Partnership Group pursuant to Section 9.3(a)(iii) exceed such Asset Contributor’s Aggregate Consideration with respect to the Contributed Asset that is the subject of such claim for indemnification.

(iii)                               In no event shall an Asset Contributor’s aggregate obligation to indemnify the Partnership Group pursuant to Section 9.3(a) exceed such Asset Contributor’s Aggregate Consideration.

(iv)                              An Asset Contributor shall be obligated to indemnify the Partnership Group pursuant to Section 9.3(a) only for those claims giving rise to Damages of the Partnership Group as to which a member of the Partnership Group has given such Asset Contributor written notice prior to the end of the applicable Survival Period. Any written notice delivered by a member of the Partnership Group to an Asset Contributor with respect to Damages of the Partnership Group shall set forth with as much specificity as is reasonably practicable the basis of the claim for Damages of the Partnership Group and, to the extent reasonably practicable, a reasonable estimate of the amount thereof.

9.4                                           MLP’s, GP’s, Intermediate GP’s, Intermediate Holdings’ and Holdings’ Agreement to Indemnify.

(a)                                 Subject to the terms and conditions set forth herein (including Section 8.1), and except to the extent the Partnership Group is indemnified from and against any such Damages pursuant to Section 9.2 and Section 9.3, from and after the Closing, the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings shall, jointly and severally, indemnify, defend and hold harmless the Contributing Parties Group from and against all Damages asserted against or incurred by any member of the Contributing Parties Group as a result of or arising out of or under:

(i)                                     a breach of an Indemnified Representation by the MLP, the GP, Intermediate GP, Intermediate Holdings or Holdings;

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(ii)                                  a breach of any covenants and agreements contained in this Agreement by the MLP, the GP, Intermediate GP, Intermediate Holdings or Holdings;

(iii)                               any obligations and liabilities of the Contributed Entities; or

(iv)                              any of the Assumed Liabilities.

THIS INDEMNIFICATION IS EXPRESSLY INTENDED TO APPLY NOTWITHSTANDING ANY NEGLIGENCE (WHETHER SOLE, CONCURRENT, ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY ON THE PART OF ANY MEMBER OF THE CONTRIBUTING PARTIES GROUP.

(b)                                 The obligation of the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings to indemnify the Contributing Parties Group pursuant to Section 9.4(a) is subject to the following limitations:

(i)                                     In no event shall the MLP’s, the GP’s, Intermediate GP’s, Intermediate Holdings’ and Holdings’ obligation to indemnify the Contributing Parties Group pursuant to Section 9.4(a)(i) exceed 10% of the Aggregate Consideration paid to all Contributing Parties.

(ii)                                  In no event shall the MLP’s, the GP’s, Intermediate GP’s, Intermediate Holdings’ and Holdings’ aggregate obligation to indemnify the Contributing Parties Group pursuant to Section 9.4(a) exceed the Aggregate Consideration paid to all Contributing Parties.

(iii)                               The MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings shall be obligated to indemnify the Contributing Parties Group pursuant to Section 9.4(a) only for those claims giving rise to Damages of the Contributing Parties Group as to which a member of the Contributing Parties Group has given the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings written notice prior to the end of the applicable Survival Period. Any written notice delivered by a member of the Contributing Parties Group to the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings with respect to Damages of the Contributing Parties Group shall set forth with as much specificity as is reasonably practicable the basis of the claim for Damages of the Contributing Parties Group and, to the extent reasonably practicable, a reasonable estimate of the amount thereof.

9.5                                           Indemnification Procedures.

(a)                                 Promptly after receipt by an Indemnified Party of notice of the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made against the Indemnifying Party under this Article IX, notify the Indemnifying Party in writing of the commencement thereof; but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party otherwise than under this Article IX. In case any such action shall

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be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the Indemnifying Party), and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Article IX for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party, in connection with the defense thereof other than reasonable costs of investigation. If the Indemnifying Party fails to notify the Indemnified Party within 15 days after receipt by the Indemnifying Party of written notice from the Indemnified Party of the commencement of such action that the Indemnifying Party elects to defend the Indemnified Party pursuant to this Section 9.5, or if the Indemnifying Party elects to defend the Indemnified Party pursuant to this Section 9.5 but fails diligently to prosecute the proceedings related to such claim as herein provided, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), such claim by all appropriate proceedings. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought under this Article IX (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

(b)           In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a third-party claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim to the extent feasible (which estimate shall not be conclusive of the final amount of such claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice shall be deemed a liability of the Indemnifying Party hereunder.

(c)           In determining the amount of any Damages for which the Indemnified Party is entitled to indemnification under this Article IX, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Party and (ii) all amounts actually recovered by the Indemnified Party under contractual indemnities from third Persons.

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(d)           The date on which notification of a claim for indemnification is received as provided in Section 11.2 by the Indemnifying Party shall determine whether such claim is timely made.

(e)           From and after Closing, if any Party receives any refund of Indemnified Taxes, such Party shall remit any such refund to the Equity Contributors or Asset Contributors, respectively.

9.6          No Duplication. Any liability for indemnification hereunder shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement. In this regard, there shall be no duplication of recovery under Article VIII and this Article IX.

9.7          Exclusive Remedies. Except as provided in Section 6.2, Section 10.3, Section 11.9 and Article VIII and except with respect to claims or causes of action arising from actual fraud, the Parties agree that, from and after the Closing, the sole and exclusive remedy of any Party or their respective Affiliates with respect to this Agreement or any other claims relating to the events giving rise to this Agreement and the transactions provided for herein or contemplated hereby shall be limited to the indemnification provisions set forth in this Article IX.

9.8          No Exemplary or Punitive Damages. IN NO EVENT SHALL ANY PARTY BE LIABLE UNDER THIS ARTICLE IX OR OTHERWISE IN RESPECT OF THIS AGREEMENT FOR EXEMPLARY OR PUNITIVE DAMAGES, EXCEPT TO THE EXTENT ANY SUCH PARTY SUFFERS SUCH DAMAGES TO AN UNAFFILIATED THIRD PARTY IN CONNECTION WITH A THIRD-PARTY CLAIM, IN WHICH EVENT SUCH DAMAGES SHALL BE RECOVERABLE.

ARTICLE X
TERMINATION

10.1        Termination of Agreement. This Agreement and the transactions contemplated hereby may be terminated at any time before the Closing as follows:

(a)           By the mutual written agreement of (i) the GP, on behalf of itself, the MLP, Intermediate GP, Intermediate Holdings and Holdings, and (ii) the Contributing Parties holding at least a Supermajority Interest;

(b)           By the Contributors’ Representatives, on behalf of each Represented Contributor, or by Contributing Parties holding at least a Supermajority Interest, or by the GP, on behalf of itself, the MLP, Intermediate GP, Intermediate Holdings and Holdings, if any Governmental Entity of competent jurisdiction shall have issued a final and nonappealable order, injunction or other legal restraint permanently enjoining or otherwise prohibiting the consummation of the transactions contemplated by Article II of this Agreement, provided that the Party seeking to terminate this Agreement pursuant to this Section 10.1(b) shall have complied with its obligations in Section 6.3, Section 6.4 and Section 6.11;

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(c)           By the MLP if there shall have been a breach of any of the covenants or agreements or any inaccuracy of any of the representations or warranties set forth in this Agreement on the part of the Equity Contributors or the Asset Contributors, which breach or inaccuracy, either individually or in the aggregate, would result in, if occurring or continuing on the Closing Date, a failure of the conditions set forth in Section 7.2 that is not capable of being satisfied or cured by the Closing Date;

(d)           By the Contributing Parties holding at least a Supermajority Interest if there shall have been a breach of any of the covenants or agreements or any inaccuracy of any of the representations or warranties set forth in this Agreement on the part of the MLP, the GP, Intermediate GP, Intermediate Holdings or Holdings, which breach or inaccuracy, either individually or in the aggregate, would result in, if occurring or continuing on the Closing Date, a failure of the conditions set forth in Section 7.3 that is not capable of being satisfied or cured by the Closing Date; or

(e)           By any Party, upon written notice to the other Parties, if the transactions contemplated by Article II of this Agreement shall not have been consummated on or prior to such date that that is 24 months from the Execution Date (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 10.1(e) shall not be available to any such Party whose failure to perform or observe in any material respect any of its obligations under this Agreement proximately caused the failure to consummate the transactions contemplated by Article II of this Agreement on or before the End Date.

Except with respect to Section 10.1(a), any action that may be taken by any Represented Contributor under this Section 10.1 may be taken by the Contributors’ Representatives on behalf of such Represented Contributor.

10.2        Effect of Certain Terminations. In the event of termination of this Agreement pursuant to this Article X, all rights and obligations of the Parties under this Agreement shall terminate, except the provisions of Section 6.5, Section 6.6, this Article X and Article XI shall survive such termination; provided, however, that nothing herein shall relieve any Party from any liability for any intentional or willful and material breach by such Party of any of its representations, warranties, covenants or agreements set forth in this Agreement and all rights and remedies of a non-breaching Party under this Agreement in the case of such intentional or willful and material breach, at law or in equity, shall be preserved notwithstanding termination of this Agreement pursuant to this Article X.

10.3        Enforcement of this Agreement. The Parties acknowledge and agree that an award of money damages would be inadequate for any breach of this Agreement by any Party and any such breach would cause the non-breaching Parties irreparable harm. Accordingly, the Parties agree that prior to the termination of this Agreement, in the event of any breach or threatened breach of this Agreement by one of the Contributing Parties, the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings, to the fullest extent permitted by law, will also be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance. Such remedies will not be the exclusive

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remedies for any breach of this Agreement but will be in addition to all other remedies available at law or equity to each of the Parties.

ARTICLE XI
MISCELLANEOUS

11.1        Release. As of the Closing Date, each of the Contributing Parties (collectively, the “Releasing Parties”), hereby unconditionally and irrevocably releases and forever discharges, effective as of and forever after the Closing Date, to the fullest extent permitted by Law, each member of the Partnership Group (and any predecessor entity of any member of the Partnership Group) (collectively, the “Released Parties”) from any and all debts, liabilities, obligations, claims, demands, actions or causes of action, suits, judgments or controversies of any kind whatsoever that such Releasing Party may possess against each Released Party, if any, or any of them that arises out of or is based on any (collectively, “Pre-Transaction Claims”) agreement or understanding or act or failure to act (including any act or failure to act that constitutes ordinary or gross negligence or reckless or willful, wanton misconduct), misrepresentation, omission, transaction, fact, event or other matter occurring on or prior to the Closing Date (whether based at law or in equity or otherwise, foreseen or unforeseen, matured or unmatured, known or unknown, accrued or not accrued) (collectively “Pre-Transaction Matters”), including: (a) claims by such Releasing Party with respect to repayment of loans or indebtedness; (b) any rights, titles and interests in, to or under any agreements, arrangements or understandings to which such Releasing Party is a party (other than this Agreement or any Transaction Document); and (c) claims by such Releasing Party with respect to equity interests, dividends, distributions, violations of preemptive rights and such Releasing Party’s status as an officer, director, stockholder, member, option holder or other security holder of a Released Party; provided, however, that this Section 11.1 shall not apply to any claim to enforce this Agreement or any of the Transaction Documents. Each Releasing Party further agrees, from and after the Closing Date, not to file or bring any claim before any Governmental Entity on the basis of or respecting any Pre-Transaction Claim concerning any Pre-Transaction Matter against any Released Party. Each Releasing Party (i) acknowledges that such Releasing Party fully comprehends and understands all the terms of this Section 11.1 and their legal effects and (ii) expressly represents and warrants that (A) such Releasing Party is competent to effect the release made in this Section 11.1 knowingly and voluntarily and without reliance on any statement or representation of any Released Party or its representatives and (B) such Releasing Party had the opportunity to consult with an attorney of such Releasing Party’s choice regarding this Section 11.1.

11.2        Notices. Any notice, request, instruction, correspondence or other document to be given hereunder by any party to another party (each, a “Notice”) shall be in writing and delivered in person or by courier service requiring acknowledgment of receipt of delivery or mailed by U.S. registered or certified mail, postage prepaid and return receipt requested, or by e-mail, as follows, provided that copies to be delivered below shall not be required for effective notice and shall not constitute notice:

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If to the MLP, the GP, Intermediate GP, Intermediate Holdings or Holdings, addressed to:

Kimbell Royalty Partners, LP

777 Taylor Street, Suite 810

Fort Worth, Texas 76102

Attention: R. Davis Ravnaas

Email: davis@rcroyalties.com

with copies, which shall not constitute notice, to:

Baker Botts L.L.P.

910 Louisiana Street

Houston, Texas 77002

Attention: Jason A. Rocha

Email: jason.rocha@bakerbotts.com

If to the Contributors’ Representatives, addressed to:

BRD Royalty Holdings LLC

2777 Stemmons Fwy, Suite 1133

Dallas, Texas 75207

Attention: Dan Przyojski

Email: daniel@ntroyalty.com

K3 Royalties, LLC

306 West 7th Street #901

Fort Worth, Texas 76102

Attention: Mitch S. Wynne

Email: mitch@mswynne.com

Steward Royalties, LLC

777 Taylor St., Suite 810

Fort Worth, Texas 76102

Attention: Robert D. Ravnaas

Email: davis@rcroyalties.com

with copies, which shall not constitute notice, to:

Baker Botts L.L.P.

910 Louisiana Street

Houston, Texas 77002

Attention: Jason A. Rocha

Email: jason.rocha@bakerbotts.com

If to BGT Investments LLC, addressed to:

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BGT Investments LLC

2777 Stemmons Fwy, Suite 1133

Dallas, Texas 75207

Attention: Dan Przyojski

Email: daniel@ntroyalty.com

If to Double Eagle Interests, LLC, addressed to:

Double Eagle Interests, LLC

306 West 7th Street #901

Fort Worth, Texas 76102

Attention: Mitch S. Wynne

Email: mitch@mswynne.com

If to Rochelle Royalties, LLC, addressed to:

Rochelle Royalties, LLC

777 Taylor Street, Suite 810

Fort Worth, Texas 76102

Attention: R. Davis Ravnaas

Email: davis@rcroyalties.com

If to a Contributing Party, to the address set forth under such Contributing Party’s name on Schedule 11.2 hereto.

If to a Transferring Party, to the address set forth under such Transferring Party’s name on Schedule 11.2 hereto.

Notice given by personal delivery, courier service or mail shall be effective upon actual receipt. Notice sent by e-mail (including e-mail of a PDF attachment) shall be deemed to have been given and received at the time of transmission. Any Party may change any address to which Notice is to be given to it by giving Notice as provided above of such change of address.

11.3        Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to principles of conflict of laws. Each of the Parties agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the Parties irrevocably and unconditionally confirms and agrees (a) that it is and shall continue to be subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b)(i) to the extent that such Party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such Party’s agent for acceptance of legal process and notify the other Parties of the name and address of such agent, and (ii) to the fullest extent permitted by Law, that service of process may also be made on such Party by prepaid certified mail with a proof of mailing receipt validated by the U.S. Postal Service constituting evidence of valid service, and that, to the fullest extent permitted by applicable Law, service made pursuant to (b)(i) or (ii) above shall have the same legal force and effect as if served upon such Party

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personally within the State of Delaware. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY (A) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF DELAWARE, INCLUDING THE DELAWARE COURT OF CHANCERY IN AND FOR NEW CASTLE COUNTY (THE “DELAWARE COURTS”) FOR ANY ACTIONS, SUITS, OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, EXCEPT WITH REGARD TO THE ASSIGNMENTS, WHICH WILL BE GOVERNED PURSUANT TO THE PROVISIONS OF THE FORMS OF ASSIGNMENT ATTACHED AS EXHIBIT F-1, EXHIBIT F-2 AND EXHIBIT F-3 HERETO, AS APPLICABLE (AND AGREES NOT TO COMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN SUCH COURTS), (B) WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH LITIGATION IN THE DELAWARE COURTS AND AGREES NOT TO PLEAD OR CLAIM IN ANY DELAWARE COURT THAT SUCH LITIGATION BROUGHT THEREIN HAS BEEN BROUGHT IN ANY INCONVENIENT FORUM AND (C) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

11.4        Entire Agreement. This Agreement, the exhibits and schedules hereto and the Transaction Documents constitute the entire agreement between and among the Parties pertaining to the subject matter hereof and thereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, and there are no warranties, representations or other agreements between or among the Parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. Except as expressly set forth in this Agreement (including the representations and warranties set forth in Articles III, IV and V), (a) the Parties acknowledge and agree that none of the Equity Contributors, Asset Contributors or Partnership Group or any other Person has made, and the Parties are not relying upon, any covenant, representation or warranty, written or oral, statutory, expressed or implied, as to the Equity Contributors, Asset Contributors or Partnership Group or any other Person, as applicable, or as to the accuracy or completeness of any information regarding any Party furnished or made available to any other Party and (b) no Party shall have or be subject to any liability to any other Person, or any other remedy in connection herewith, based upon the distribution to any other Person of, or any other Person’s use of or reliance on, any such information or any information, documents or material made available to such Person in any management presentations or in any other form in expectation of, or in connection with, the transactions contemplated hereby.

11.5        Amendments and Modifications; Waivers.

(a)           No amendment, modification or waiver of this Agreement shall be binding unless executed in writing by the Party to be bound thereby; provided, however, that (i) in accordance with Section 11.9, any amendment, modification or waiver may be entered into by any of the Contributors’ Representatives for and on behalf of the Represented Contributors, without the need for any further approval or action on the part of the Represented Contributors, and any such amendment, modification or waiver shall be

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binding upon such Represented Contributor, without the prior written consent of such Represented Contributor, so long as such amendment, modification or waiver would not materially adversely affect the rights of such Represented Contributor in relation to the effect such amendment, modification or waiver would have on the rights of the other Contributing Parties as a whole, and (ii) at any time prior to the first public filing of the Registration Statement, any amendment or modification to add properties or assets to be contributed to the MLP, Intermediate GP, Intermediate Holdings or Holdings, as applicable, may be entered into by any of the Contributors’ Representatives or their respective Affiliates for and on behalf of a Represented Contributor, without the need for any further approval or action on the part of the Represented Contributors, and any such amendment or modification shall be binding upon all Represented Contributors, without the prior written consent of any Represented Contributor, so long as the incremental Aggregate Consideration to be paid to such Party in connection with the contribution of such property or asset does not exceed 5% of the total consideration to be paid to all Contributing Parties in this Agreement. Notwithstanding the foregoing, no consent of a Contributing Party will be required to make an amendment to this Agreement necessary or advisable to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute.

(b)           The failure of a Party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

11.6        Binding Effect and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Parties and their respective permitted successors and assigns, any rights, benefits or obligations hereunder, except as set forth in Article IX and Section 11.1. No Party hereto may assign, transfer, dispose of or otherwise alienate this Agreement or any of its rights, interests or obligations under this Agreement (whether by operation of Law or otherwise) except that each of the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings may transfer their respective rights and obligations hereunder to any Affiliate. Any attempted assignment, transfer, disposition or alienation in violation of this Agreement shall be null, void and ineffective.

11.7        Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of applicable Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement are not affected in any manner materially adverse to any Party hereto. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective only to the extent of such invalidity or unenforceability without rendering invalid or unenforceable such term or provision as to any other jurisdiction or any of the remaining terms and provisions of this Agreement in that or any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties hereto

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shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties hereto as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the fullest extent possible.

11.8        Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the Parties. The exchange of copies of this Agreement and of signature pages by electronic transmission shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties transmitted by electronic transmission shall be deemed to be their original signatures for any purpose whatsoever.

11.9        Appointment of Attorney-in-Fact.

(a)           Each of BRD Royalty Holdings LLC, K3 Royalties, LLC and Steward Royalties, LLC (each, a “Contributors’ Representative” and collectively, the “Contributors’ Representatives”) (and any successor appointed to act on its behalf in accordance with this Section 11.9), any of which may act without the joinder of the other, is hereby appointed, authorized and empowered to act, on behalf of the Contributing Parties (except for those Contributing Parties marked with an asterisk on Exhibit A hereto (such Contributing Parties marked with an asterisk on Exhibit A hereto, the “Non-Represented Contributors” and, all other Contributing Parties, the “Represented Contributors”)), in connection with, and to facilitate the consummation of the transactions contemplated by, this Agreement and the Transaction Documents, and in connection with the activities to be performed on behalf of the Represented Contributors under this Agreement.

(b)           The Parties shall be entitled to rely exclusively upon the communications of any Contributors’ Representative relating to the decisions, actions and other communications of the Represented Contributors. The Parties need not be concerned with, and shall be entitled to rely on, the authority of any Contributors’ Representative to act on behalf of the Represented Contributors hereunder, and shall not be held liable or accountable in any manner for any act or omission of any Contributors’ Representative in such capacity.

(c)           Each Contributors’ Representative may execute the Equity Contributor Closing Deliverables on behalf of the Equity Contributors and the Asset Contributor Closing Deliverables on behalf of the Asset Contributors (but not the Non-Represented Contributors) and other documents, agreements, certificates and contracts related thereto.

(d)           Each Represented Contributor agrees that each Contributors’ Representative is not a fiduciary of the Represented Contributors but is simply acting in a ministerial capacity to alleviate administrative burdens for the Represented Contributors and that each Contributors’ Representative shall not have any duties or responsibilities to the Represented Contributors. In connection therewith, neither a Contributors’

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Representative nor any agent employed by any Contributors’ Representative shall incur any liability or suffer any Damages to any Represented Contributor by virtue of or relating to the performance of his or its duties hereunder, except for actions or omissions constituting intentional fraud or willful misconduct. Further, each Represented Contributor shall, severally and not jointly, indemnify, defend and hold harmless each Contributors’ Representative against all Damages (including, for the avoidance of doubt, amounts paid in settlement) asserted against or incurred by such Contributors’ Representative in connection with any actual or threatened action, suit or proceeding to which such Contributors’ Representative is made a party by reason of its acting as a Contributors’ Representative hereunder. THE INDEMNIFICATION OBLIGATION IN THE IMMEDIATELY PRECEDING SENTENCE IS EXPRESSLY INTENDED TO APPLY NOTWITHSTANDING ANY NEGLIGENCE (WHETHER SOLE, CONCURRENT, ACTIVE, PASSIVE OR COMPARATIVE) OR OTHER FAULT OR STRICT LIABILITY OR VIOLATION OF LAW ON THE PART OF SUCH CONTRIBUTORS’ REPRESENTATIVE.

(e)           Each Contributors’ Representative may resign at any time by giving notice thereof to the Represented Contributors. Each Contributors’ Representative may be removed at any time upon the written approval of the Represented Contributors holding at least a Supermajority Interest. Upon any such resignation or removal of a Contributors’ Representative, all rights, duties and obligations of such Contributors’ Representative as such shall terminate. Upon the acceptance of its appointment as a successor Contributors’ Representative, such successor Contributors’ Representative shall thereupon succeed to and become vested with all the rights and duties of a Contributors’ Representative.

(f)            The grant of authority provided for in this Section 11.9 is coupled with an interest and is being granted, in part, as an inducement to the Parties to enter into this Agreement and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Represented Contributor and shall be binding on any successor thereto.

11.10      Consent of Spouse. If any individual Contributing Party is married on the date hereof, such Contributing Party’s spouse shall execute and deliver to the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings a consent of spouse substantially in the form of Exhibit O hereto, to be effective on the Execution Date. Notwithstanding the execution and delivery thereof, such consent shall not be deemed to confer or convey to the spouse any rights in such Contributing Party’s Contributed Equity and Equity Owned Assets or Contributed Assets, as applicable, that do not otherwise exist by operation of law or the agreement of such Contributing Party and his or her spouse.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Execution Date.

Signature Page to the Contribution Agreement

Signature Page to the Contribution Agreement

Signature Page to the Contribution Agreement

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Signature Page to the Contribution Agreement

Signature Page to the Contribution Agreement

Signature Page to the Contribution Agreement

Signature Page to the Contribution Agreement

Signature Page to the Contribution Agreement

Signature Page to the Contribution Agreement

Signature Page to the Contribution Agreement