Form 8-K

8-K — Kimbell Royalty Partners, LP

Accession: 0001104659-26-063578

Filed: 2026-05-19

Period: 2026-05-18

CIK: 0001657788

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2615033d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2615033d1_ex10-1.htm)

EX-99.1 — EXHIBIT 99.1. (tm2615033d1_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):

May 18, 2026

Kimbell Royalty Partners, LP

(Exact name of

registrant as specified in its charter)

Delaware

1-38005

47-5505475

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S.

Employer

Identification No.)

777 Taylor Street, Suite 810

Fort Worth, Texas

76102

(Address

of principal executive offices)

(Zip

Code)

Registrant’s telephone number, including

area code: (817) 945-9700

Check the appropriate box below if the Form 8-K filing

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see

General Instruction A.2):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to 12(b) of the Act:

Title of each class:

Trading symbol(s):

Name of each exchange on which

registered:

Common Units Representing Limited Partnership Interests

KRP

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging

growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of

the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company           x

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      x

Item 1.01. Entry into a Material Definitive Agreement.

On May 18, 2026, Kimbell Royalty Partners, LP, a Delaware limited

partnership (“Kimbell”), and Kimbell Royalty Operating, LLC, a Delaware limited liability company (“OpCo” and,

together with Kimbell, the “Buyer Parties”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”)

with Mesa Visa Royalties, LLC, a Delaware limited liability company, (“Mesa Royalties”), Mesa Royalties III Holdings, LLC,

a Delaware limited liability company (“Mesa Holdings”), Mesa Land Company, LLC, a Delaware limited liability company (“Mesa

Land”, and, together with Mesa Royalties and Mesa Holdings, collectively “Sellers”) to acquire certain rights, title

and interests in and to certain mineral interests, overriding royalty interests, royalty interests and non-participating royalty interests

in oil, gas and other hydrocarbons underlying certain lands located in Loving, Ward, Upton, Howard, Glasscock, Martin, Winkler, Culberson,

Midland, Pecos, Borden, Reagan, Reeves and Dawson Counties, Texas, and Eddy and Lea Counties, New Mexico (the “Acquired Assets”).

The transactions contemplated by the Purchase Agreement are referred to herein as the “Acquisition.”

Pursuant to the terms of the Purchase Agreement, the Buyer Parties

have agreed to acquire the Acquired Assets for aggregate consideration at closing comprising (i) approximately $44 million in cash

and (ii) the issuance of 6,929,000 common units representing limited liability company interests in OpCo (“OpCo Common Units”)

and an equal number of Class B units representing limited partner interests in Kimbell (“Class B Units”) to the

Sellers or their designees. The OpCo Common Units, together with the Class B Units, are exchangeable for an equal number of common

units representing limited partners interests in Kimbell (“Common Units”). The consideration for the Acquisition is subject

to certain adjustments as set forth in the Purchase Agreement. The OpCo Common Units and Class B Units will be issued in a private

placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance

on the exemptions set forth in Section 4(a)(2) of the Securities Act.

The Buyer Parties and the Sellers each made certain representations,

warranties and covenants in the Purchase Agreement. The Buyer Parties, on the one hand, and each Sellers, on the other hand, agreed to

indemnify each other against certain losses resulting from breaches of their respective representations, warranties and covenants, subject

to certain negotiated limitations and survival periods set forth in the Purchase Agreement.

Pursuant to the terms of the Purchase Agreement, the Seller has agreed,

effective as of the closing of the Acquisition and subject to certain exceptions, not to dispose of the OpCo Common Units or Class B

Units for a period of 30 days following the closing. Pursuant to the Purchase Agreement, Kimbell has agreed to grant certain registration

rights in favor of the Seller. Following the closing of the Acquisition, among other things, Kimbell will agree to prepare a shelf registration

statement with respect to the resale of the Common Units issuable upon the conversion of the OpCo Common Units and a corresponding number

of Class B Units to be issued to the Seller under the Purchase Agreement (“Registrable Securities”) that would permit

some or all of the Registrable Securities to be resold in registered transactions (the “Shelf Registration Statement”), file

the Shelf Registration Statement with the Securities and Exchange Commission (“SEC”) within 5 business days of the closing

of the Acquisition and use its reasonable best efforts to cause the Shelf Registration Statement to become effective as soon as reasonably

practicable following such filing, but in any event within 120 days of the closing of the Acquisition.

Completion of the Acquisition is subject to the satisfaction or waiver

of certain customary closing conditions as set forth in the Purchase Agreement. The Acquisition is expected to close in the second quarter

of 2026, with an effective date of June 1, 2026.

The foregoing description of the Purchase Agreement does not purport

to be complete and is qualified in its entirety by reference to the text of the Purchase Agreement, which is filed as Exhibit 10.1

to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

The Purchase Agreement is filed herewith to provide investors with

information regarding its terms. The Purchase Agreement is not intended to provide any other factual information about the parties to

such agreement. In particular, the assertions embodied in the representations and warranties contained in the Purchase Agreement were

made as of the date of the Purchase Agreement only and are qualified by information in confidential disclosure schedules provided by the

parties to each other in connection with the signing of the Purchase Agreement. These disclosure schedules contain information that modifies,

qualifies and creates exceptions to the representations and warranties set forth in the Purchase Agreement. Moreover, certain representations

and warranties in the Purchase Agreement may have been used for the purpose of allocating risk between the parties rather than establishing

matters of fact. Accordingly, you should not rely on the representations and warranties in the Purchase Agreement as characterizations

of the actual statements of fact about the parties.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K

is incorporated by reference into this Item 3.02. The private placements of the OpCo Common Units and Class B Units under the Purchase

Agreement, together with any Common Units that are issued upon a future exchange election by the holders of the OpCo Common Units and

Class B Units, will be undertaken in reliance upon an exemption from the registration requirements of the Securities Act, pursuant

to Section 4(a)(2) thereof.

Item 7.01 Regulation FD Disclosure.

On May 19, 2026, Kimbell issued a news release announcing that

it has entered into the Purchase Agreement. A copy of the news release is attached hereto, furnished as Exhibit 99.1 to this Current

Report on Form 8-K and incorporated by reference into this Item 7.01.

The information set forth in this Item 7.01 (including Exhibit 99.1)

shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act,

regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such

filing.

Item 8.01 Other Events.

As described more fully in Item 1.01 of this Current Report on Form 8-K,

the Buyer Parties have agreed to acquire certain mineral and royalty interests owned by the Sellers pursuant to the Purchase Agreement.

Kimbell estimates that the Acquired Assets consisted of approximately 711 net royalty acres (“NRA”) with approximately 70%

concentrated in the Delaware Basin and approximately 30% in the Midland Basin, with an estimated 7.67 MMBoe in total proved reserves.

Further, the Acquired Assets consisted of interests in over 400 Drill Spacing Units (“DSUs”) across 15 Permian counties and

600 undeveloped locations identified across the position. For the next twelve months, Kimbell estimates that, as of June 1, 2026,

the Acquired Assets will produce 1,390 Boe/d, comprising 754 Bbl/d of oil, 315 Bbl/d of NGLs, and 1,928 Mcf/d of natural gas (on a 6:1

basis).

As of May 1, 2026, there were 13 active rigs in operation on the

Acquired Assets, including 11 in the Delaware Basin. Kimbell further estimates that, as of May 1, 2026, there are 364 gross drilled

but uncompleted wells, and of all the cash flow expected to be generated in the first year after acquisition, 93% will come from PDP and

PDNP wells, with oil-weighted production from over 2,300 total producing wells. Kimbell estimates that the liquids-focused asset base

will increase its oil weighting from 32% to 33% of its daily production mix.

Reserve engineering is a complex and subjective process of estimating

underground accumulations of oil and natural gas that cannot be measured in an exact way, and the accuracy of any reserve estimate is

a function of the quality of available data and of engineering and geological interpretation and judgment. As a result, estimates prepared

by one engineer may vary from those prepared by another. Estimates of proved reserves for Kimbell’s oil and gas properties as of

December 31, 2025 were be prepared by Ryder Scott Company, L.P. using the information available at that time, and estimates of proved

reserves related to the Acquisition will be prepared by Ryder Scott Company, L.P. as of December 31, 2026. Upon completion of their

review, the estimate of the proved reserves for Kimbell’s oil and gas properties as of December 31, 2026 will be different

from the estimate of the proved reserves for Kimbell’s oil and gas properties as of December 31, 2025, and the estimates of

proved reserves relating to the Acquired Assets as of December 31, 2026 will be different from Kimbell management’s estimates

of such reserves as of May 1, 2026.

Kimbell’s assessment and estimates of the assets to be acquired

in the Acquisition to date has been limited. Even by the time of closing, Kimbell’s assessment of these assets will not reveal all

existing or potential problems, nor will it permit Kimbell to become familiar enough with the properties to assess fully their capabilities

and deficiencies. Moreover, there can be no assurance that Kimbell and OpCo will consummate the Acquisition on the terms described in

Item 1.01 of this Current Report on Form 8-K or at all. Even if Kimbell and OpCo consummate the Acquisition, they may not be able

to achieve the expected benefits of the Acquisition.

Forward-Looking Statements

Certain information contained in this Current Report on Form 8-K

and in the exhibits hereto includes forward-looking statements. These forward-looking statements, which include statements regarding the

anticipated benefits of the Acquisition, the expected timing of the closing of the Acquisition, operational data with respect to the Acquisition,

involve risks and uncertainties, including risks that the anticipated benefits of the Acquisition are not realized; risks relating to

Kimbell’s integration of the Acquired Assets; risks relating to the possibility that the Acquisition does not close when expected

or at all because any conditions to the closing are not satisfied on a timely basis or at all; and risks relating to Kimbell’s business

and prospects for growth and acquisitions. Except as required by law, Kimbell undertakes no obligation and does not intend to update these

forward-looking statements to reflect events or circumstances occurring after this Current Report on Form 8-K is filed. When considering

these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Kimbell’s filings

with the SEC. These include risks inherent in oil and natural gas drilling and production activities, including risks with respect to

low or declining prices for oil and natural gas that could result in downward revisions to the value of proved reserves or otherwise cause

operators to delay or suspend planned drilling and completion operations or reduce production levels, which would adversely impact cash

flow; risks relating to the impairment of oil and natural gas properties; risks relating to the availability of capital to fund drilling

operations that can be adversely affected by adverse drilling results, production declines and declines in oil and natural gas prices;

risks relating to Kimbell’s ability to meet financial covenants under its credit agreement or its ability to obtain amendments or

waivers to effect such compliance; risks relating to Kimbell’s hedging activities; risks of fire, explosion, blowouts, pipe failure,

casing collapse, unusual or unexpected formation pressures, environmental hazards, and other operating and production risks, which may

temporarily or permanently reduce production or cause initial production or test results to not be indicative of future well performance

or delay the timing of sales or completion of drilling operations; risks relating to delays in receipt of drilling permits; risks relating

to unexpected adverse developments in the status of properties; risks relating to borrowing base redeterminations by Kimbell’s lenders;

risks relating to the absence or delay in receipt of government approvals or third-party consents; risks relating to acquisitions, dispositions

and drop downs of assets; risks relating to Kimbell’s ability to realize the anticipated benefits from and to integrate acquired

assets, including the Acquired Assets; and other risks described in Kimbell’s Annual Report on Form 10-K and other filings

with the SEC, available at the SEC’s website at www.sec.gov. You are cautioned not to place undue reliance on these forward-looking

statements, which speak only as of the date of this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Number

Description

10.1*

Purchase and Sale Agreement, dated as of May 18, 2026, by and among Mesa Visa Royalties, LLC, Mesa Royalties III Holdings, LLC, Mesa Land Company, LLC, Kimbell Royalty Partners, LP and Kimbell Royalty Operating, LLC

99.1

News release issued by Kimbell Royalty Partners, LP, dated May 19, 2026

* The schedules and exhibits to this agreement have been omitted pursuant

to Item 601(a)(5) of Regulation S-K. The registrant will furnish supplementally a copy of each such schedule or exhibit to the SEC

upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,

the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KIMBELL ROYALTY PARTNERS, LP

By:

Kimbell Royalty GP, LLC,

its general partner

By:

/s/ Matthew S. Daly

Matthew S. Daly

Chief Operating Officer

Date: May 19, 2026

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2615033d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

Execution Version

PURCHASE AND SALE AGREEMENT

by and among

MESA VISTA ROYALTIES, LLC,

MESA ROYALTIES III HOLDINGS, LLC,

and

MESA LAND COMPANY, LLC

collectively, as Seller,

and

KIMBELL ROYALTY PARTNERS, LP

and

KIMBELL ROYALTY OPERATING, LLC

collectively, as Buyer

Dated as of May 18, 2026

TABLE

OF CONTENTS

Page

Article 1 Definitions

and Rules of Construction

1.1

Definitions

1.2

Rules of Construction

Article 2 Purchase

and Sale; Closing; Escrow

2.1

Purchase and Sale of Acquired Assets; Assumption of Certain Liabilities

2.2

Consideration; Adjustment of Cash Purchase Price at Closing

2.3

Closing Statement

2.4

Title Review

2.5

Closing Payment and Transfer of Interests

2.6

Closing

2.7

Escrow

2.8

Post-Closing Adjustment

2.9

Purchase Price Allocation; Tax Treatment

2.10

Payments

Article 3 Representations

and Warranties Relating to Seller

3.1

Organization of Seller

3.2

Authorization; Enforceability

3.3

No Conflict; Consents

3.4

Litigation

3.5

Brokers’ Fees

3.6

Securities Law Compliance

Article 4 Representations

and Warranties Relating to the Acquired Assets

4.1

Litigation

4.2

Financial Statements

4.3

Taxes

4.4

Contracts

4.5

Environmental Matters

4.6

Compliance with Laws

4.7

Special Warranty

4.8

Consents and Preferential Rights

4.9

No Cost-Bearing Interests

4.10

Bankruptcy

Article 5 Representations

and Warranties Relating to Buyer

5.1

Organization of Buyer

5.2

Authorization; Enforceability

5.3

No Conflict; Consents

5.4

Capitalization

5.5

No Integration

5.6

No Stabilization

5.7

Litigation

5.8

Financial Statements

5.9

Independent Registered Public Accounting Firm

5.10

Controls and Procedures; Listing

5.11

Contracts

5.12

Absence of Certain Changes

5.13

Taxes.

5.14

Environmental Matters

5.15

Form S-3 Eligibility

5.16

Brokers’ Fees

5.17

Distribution Restrictions

5.18

Exemptions from Securities Laws

5.19

Sarbanes-Oxley

5.20

Investment Company Status

5.21

BUYER’S INDEPENDENT INVESTIGATION; DISCLAIMER

Article 6 Covenants

6.1

Conduct of Seller’s Business

6.2

Conduct of Buyer’s Business

6.3

Access; Confidentiality

6.4

Books and Records

6.5

Further Assurances

6.6

Publicity

6.7

Fees and Expenses; Transfer Taxes

6.8

Taxes

6.9

Confidentiality

6.10

Notices to Escrow Agent and Transfer Agent

6.11

Assistance with Financial Statements and Other Matters

6.12

No Shop

6.13

Lock-Up

6.14

Additional Listing Application

6.15

[Reserved]

Article 7 Conditions

to Closing

7.1

Conditions to Obligations of Buyer to Closing

7.2

Conditions to the Obligations of Seller to Closing

Article 8 Termination

8.1

Termination

8.2

Effect of Termination

8.3

Remedies for Termination.

Article 9 Indemnification

9.1

Survival of Representations, Warranties and Covenants

9.2

Indemnification in Favor of Buyer

9.3

Indemnification Obligations of Buyer

9.4

Indemnification Procedure

9.5

Calculation, Timing, Manner and Characterization of Indemnification Payments

9.6

Limits of Liability

9.7

Sole and Exclusive Remedy

9.8

Compliance with Express Negligence Rule

9.9

Insurance Proceeds

9.10

Tax Treatment of Indemnity Payments

9.11

Damages Waiver

Article 10 OTHER PROVISIONS

10.1

Notices

10.2

Assignment

10.3

Rights of Third Parties

10.4

Counterparts

10.5

Entire Agreement

10.6

Disclosure Schedules

10.7

Amendments

10.8

Severability

10.9

Specific Performance

10.10

Governing Law; Jurisdiction

10.11

No Recourse

10.12

Legal Representation

10.13

Sellers’ Representative

10.14

Buyer Representative

List of Exhibits:

Exhibit A-1

Fee Surface Interests

Exhibit A-2

Fee Mineral Interests

Exhibit A-3

ORRI

Exhibit A-4

NPRI

Exhibit B

Allocated Value

Exhibit C

Form of Asset Assignment

Exhibit D

Form of Seller Officer’s Certificate

Exhibit E

Form of Buyer Officer’s Certificate

Exhibit F

Form of Registration Rights Agreement

Exhibit G

Form of Joinder to Exchange Agreement

Exhibit H

Form of Adoption Agreement

iii

Schedules:

Schedule 1.1

Beneficial Title

Schedule 1.1(b)

Source Deeds

Schedule 2.4(b)

Notification Persons

Schedule 2.10(a)

Buyer Entitlements

Schedule 3.3

Seller Conflicts

Schedule 4.1

Litigation

Schedule 4.2(a)

Asset Statements

Schedule 4.4(a)

Seller Material Contracts

Schedule 4.8

Consents and Preferential Rights

Schedule 5.3

Buyer Conflicts

Schedule 5.4(b)

Buyer Subsidiaries

Schedule 5.7

Buyer Litigation

Schedule 5.12(b)

Certain Buyer Changes

Schedule 5.17

Distribution Restrictions

Schedule 6.1

Conduct of Seller’s Business

Schedule 6.2

Conduct of Buyer’s Business

Schedule 9.2(a)(v)

Specified Liabilities

PURCHASE AND SALE AGREEMENT

This PURCHASE AND SALE

AGREEMENT (this “Agreement”), dated as of May 18, 2026 (the “Execution Date”), is among

Mesa Vista Royalties, LLC, a Delaware limited liability company (“Mesa Royalties”), Mesa Royalties III Holdings, LLC,

a Delaware limited liability company (“Mesa Holdings”), Mesa Land Company, LLC, a Delaware limited liability company

(“Mesa Land”, and, together with Mesa Royalties and Mesa Holdings, collectively “Seller”), Kimbell

Royalty Partners, LP, a Delaware limited partnership (“KRP”), and Kimbell Royalty Operating, LLC, a Delaware limited

liability company (“Opco” and, together with KRP, collectively, “Buyer”). Seller, KRP and Opco

are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS,

Seller owns certain rights, title and interests in and to certain mineral interests, overriding royalty interests, royalty interests

and non-participating royalty interests in oil, gas, and other hydrocarbons underlying certain lands located in Loving, Ward, Upton,

Howard, Glasscock, Martin, Winkler, Culberson, Midland, Pecos, Borden, Reagan, Reeves and Dawson Counties, Texas, and Eddy and Lea Counties,

New Mexico; and

WHEREAS,

Opco desires to acquire from Seller, and Seller desires to sell and contribute to Opco, on and subject to the terms and conditions of

this Agreement, the Acquired Assets (as defined below).

NOW,

THEREFORE, in consideration of the promises, agreements and covenants contained herein, and other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Article 1

Definitions and Rules of Construction

1.1           Definitions.

Capitalized terms used throughout this Agreement and not defined in this Section 1.1 have the meaning ascribed to them elsewhere

in this Agreement. As used herein, the following terms shall have the following meanings:

“Acquired Assets”

means all of Seller’s right, title and interest in, to and under the following, without duplication, except, in each case, to the

extent constituting Excluded Assets:

(a)            all

fee surface interests, including fee interests in mineral classified lands subject to §52.171-52.190 Tex. Nat. Res. Code, in the

Lands, including those described on Exhibit A-1 (collectively, the “Fee Surface Interests”);

(b)            the

oil, gas and other fee mineral interests and any other rights or interests in the oil, gas and/or other minerals, including production

payments, net profits interest, bonus, rentals, rights of ingress and egress, oil, gas and mineral leases, in, on, under or which may

be produced from the Lands, as to all depths therein, including those described on Exhibit A-2 (collectively, save and except

the Fee Surface Interests, ORRI and NPRI, the “Fee Mineral Interests”);

overriding royalty interests in or relating to Hydrocarbons in, on, under or which may be produced from the Lands, including those described

on Exhibit A-3 (collectively, the “ORRI”);

(d)            any

non-participating royalty interests in or relating to Hydrocarbons in, on, under or which may be produced from the Lands, including those

described on Exhibit A-4 (collectively, the “NPRI”, and, together with the Fee Surface Interests, Fee

Mineral Interests and ORRI, the “Oil and Gas Assets”);

(e)            any

interest in lands pooled, communitized or unitized with the Oil and Gas Assets;

(f)            all

Hydrocarbons produced from or attributable to the Oil and Gas Assets to the extent attributable to time periods from and after the Effective

Time;

(g)            all

proceeds, revenues or other benefits attributable to production from or the ownership of the Oil and Gas Assets attributable to periods

from and after the Effective Time;

(h)            all

executive rights, including the right to execute leases, and any other right or interest in the mineral estate, to the extent such executive

rights are applicable to the Fee Mineral Interests;

(i)            to

the extent transferable (with consent, if applicable), all Contracts by which any of the Oil and Gas Assets are bound or to which they

are subject, or that relate to or are otherwise applicable to the Oil and Gas Assets;

(j)            to

the extent relating to the other Acquired Assets and to the extent transferable (with consents if applicable), all rights and interests

of Seller relating to existing claims and causes of action that may be asserted against a Third Party to the extent such rights and claims

arise from any of the Assumed Liabilities; and

(k)            the

Records; provided, however, that Seller may retain copies of such Records.

“Additional Listing

Application” is defined in Section 6.14.

“Adjusted Cash Purchase

Price” is defined in Section 2.2(c).

“Adoption Agreement”

is defined in Section 2.5(a)(vii).

“Affiliate”

means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control

with such specified Person through one or more intermediaries or otherwise. For the purposes of this definition, “control”

means, where used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of

the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms

“controlling” and “controlled” have correlative meanings. Notwithstanding the foregoing, except solely for purposes

of the definition of “Non-Recourse Party” in Section 10.11, the term “Affiliate” when used with respect

to Seller and Seller’s subsidiaries expressly excludes each of (a) NGP Energy Capital Management, L.L.C. and its Affiliates

(including, without limitation, its various portfolio companies), other than Seller, or any of Seller’s direct subsidiaries, and

(b) each of the officers, directors, managers and direct and indirect equity holders in each of the entities identified in the immediately

preceding clause (a).

“Agreement”

is defined in the preamble to this Agreement.

“Allocated Value”

means, with respect to an Oil and Gas Asset, the portion of the Unadjusted Purchase Price attributable to such Oil and Gas Asset as set

forth on Exhibit B.

“Allocation”

is defined in Section 2.9(a).

“Assessment”

is defined in Section 6.3(a).

“Asset Assignment”

is defined in Section 2.5(a)(i).

“Asset Statements”

is defined in Section 4.2(a).

“Asset Taxes”

means production, severance, sales, use, ad valorem, property, excise, real estate, personal property or similar Taxes based upon the

acquisition, operation or ownership of the Acquired Assets, the production of Hydrocarbons therefrom or the receipt of proceeds therefrom,

but excluding Income Taxes and Transfer Taxes.

“Assumed Liabilities”

means, other than the Retained Liabilities, all liabilities of every kind and character of the Seller with respect to the Acquired Assets

or to the ownership, use, operation or other disposition thereof, whether or not attributable to periods before or after the Effective

Time, regardless of whether such obligations or conditions or events giving rise to such obligations arose, occurred or accrued before

or after the Effective Time.

“Business Day”

means any day that is not a Saturday, Sunday or legal holiday in the State of Texas and that is not otherwise a federal holiday in the

United States.

“Buyer”

is defined in the preamble to this Agreement and, for the avoidance of doubt, means KRP and Opco collectively.

“Buyer Assets”

means the assets, rights and interests owned by Buyer, but excluding the Acquired Assets.

“Buyer Credit Agreement”

is defined in Section 5.17.

“Buyer Entitlements”

is defined in Section 2.10(a).

“Buyer Financial

Statements” is defined in Section 5.8.

“Buyer Fundamental

Representations” means the representations and warranties of Buyer set forth in Sections 5.1, 5.2, 5.4,

5.13 and 5.16.

“Buyer Indemnified

Parties” is defined in Section 9.2(a).

“Buyer Losses”

is defined in Section 9.2(c).

“Buyer Material

Adverse Effect” means, with respect to Buyer, any circumstance, change or effect that is or would reasonably be expected to

be materially adverse to (i) the business, operations, results of operations or financial condition of Buyer and its subsidiaries

taken as a whole or (ii) the performance of Buyer’s obligations and covenants hereunder that are to be performed at Closing,

but, solely with respect to clause (i) of this definition, shall exclude any circumstance, change or effect resulting or

arising from: (a) any change in general conditions in the industries or markets in which Buyer and its subsidiaries operate, or

any change in financial or securities markets or the economy in general, or the imposition of tariffs by any Governmental Authority;

(b) any adverse change, event or effect on the global, national or regional energy industry as a whole, including those impacting

the gathering, transportation, treatment or processing of oil and gas or the value of oil and gas assets and properties, or any adverse

change in energy prices; (c) national or international political conditions, including any engagement in hostilities, whether or

not pursuant to the declaration of a national emergency or war, the occurrence of any military or terrorist attack, a shutdown of the

United States federal government or any default on the debt obligations of any sovereign entity; (d) effects of weather, meteorological

events, natural disasters, pandemics or other acts of God, other than any such effects that involve the physical destruction of the oil

and gas properties of Buyer and its subsidiaries; (e) changes in Law or GAAP, or the interpretation thereof; (f) the entry

into or announcement of this Agreement, actions taken or omitted to be taken at the explicit request of Seller or with the written consent

of Seller, or the consummation of the transactions contemplated hereby (provided that this clause (f) shall not diminish

the effect of, and shall be disregarded for purposes of, the representations and warranties set forth in Section 5.3); (g) any

failure to meet internal or Third Party projections or forecasts or revenue or earnings or reserve predictions (provided that

clause (g) shall not prevent a determination that any change, circumstance or effect underlying such failure to meet projections

or forecasts or revenue or earnings or reserves predictions has resulted in a Buyer Material Adverse Effect); (h) the insolvency,

bankruptcy, placing into of receivership or similar proceeding of any operator of any well associated with the oil and gas properties

of Buyer and its subsidiaries; or (i) natural declines in well performance or reclassification or recalculation of reserves in the

ordinary course of business; except to the extent such circumstance, change or effect resulting or arising from clauses (c),

(d) or (e) above materially and disproportionately affects Buyer and its subsidiaries relative to other participants

in the industries in which Buyer and its subsidiaries participate.

“Buyer Obligations”

is defined in Section 2.10(a).

“Buyer Representative”

is defined in Section 10.14.

“Buyer’s Auditor”

is defined in Section 6.11(a).

“Cash Escrow Account”

means the escrow account created pursuant to the Cash Escrow Agreement with respect to the Cash Escrow Amount.

“Cash Escrow Agreement”

means that certain Escrow Agreement, dated as of the Execution Date, by and among Buyer, Seller and the Escrow Agent.

“Cash Escrow Amount”

is defined in Section 2.7(a).

“Cash Purchase Price

Adjustment” is defined in Section 2.2(c).

“CERCLA”

means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.

“Class B Contribution

Amount” means the product of (i) five (5) cents times (ii) the number of Class B Units to be issued

to Seller pursuant to Section 2.1.

“Class B Units”

means Class B units representing limited partner interests in KRP.

“Closing”

is defined in Section 2.6.

“Closing Date”

is defined in Section 2.6.

“Closing Statement”

is defined in Section 2.3.

“Code”

means the Internal Revenue Code of 1986, as amended.

“Commission”

is defined in Section 5.8.

“Common Units”

means common units representing limited partner interests in KRP of the same class of common limited partner interests as is currently

outstanding as of the Execution Date, with all rights, privileges and preferences applicable to such class. For the avoidance of doubt,

“Common Units” excludes Class B Units.

“Confidentiality

Agreement” means that certain confidentiality agreement, dated as of March 30, 2026, by and among Kimbell Royalty Group,

LLC and Seller.

“Consents”

is defined in Section 2.4(b)(i).

“Constituents of

Concern” means any material, substance, pollutant or waste (whether solid, liquid or gaseous) as it is defined, listed or designated

as a hazardous substance, hazardous waste, special waste, petroleum or petroleum-derived substance or waste, or any constituent or combination

of any such material, substance, pollutant or waste, the storage, manufacture, generation, treatment, transportation, release, remediation,

use, handling or disposal of which is regulated by any applicable Environmental Law due to its hazardous, toxic, dangerous or deleterious

properties or characteristics.

“Contract”

means any legally binding oral or written agreement, arrangement, understanding, commitment or contract, except for Leases or any other

instruments creating or evidencing an interest in the Acquired Assets.

“Contribution”

is defined in Section 2.9(b).

“Curable Property”

is defined in Section 2.4(d)(i)(B).

“Cure Period”

is defined in Section 2.4(d)(i)(B).

“Customary Post-Closing

Consents” means all rights to consent by, required notices to, filings with or other actions by Governmental Authorities or

any other Person in connection with the sale, disposition, transfer or conveyance of any Oil and Gas Assets, where the same are customarily

obtained subsequent to the assignment, disposition or transfer of such interests in leases.

“Defensible Title”

means such right, title and interest of the Seller in and to the applicable Oil and Gas Assets that is of record as of the Title Claim

Date and the Closing Date or title evidenced by legally enforceable unrecorded instruments or any Contract or Lease listed on Schedule

1.1 that would be successfully defended if challenged and which, subject to the Permitted Encumbrances:

(a) with respect to each

Oil and Gas Asset shown on Exhibit A-1, Exhibit A-2, Exhibit A-3 or Exhibit A-4, entitles

the Seller to receive not less than the Net Royalty Acres for such Oil and Gas Asset respectively shown on the applicable exhibit; and

(b) is free of Liens.

“Disclosure Schedules”

means the disclosure schedules of Buyer and Seller attached hereto.

“DLLCA”

means the Delaware Limited Liability Company Act, as amended.

“Dollars”

and “$” mean the lawful currency of the United States.

“DRULPA”

means the Delaware Revised Uniform Limited Partnership Act, as amended.

“Due Diligence Information”

is defined in Section 5.21(b).

“Effective Time”

means 12:01 a.m., Central time, on June 1, 2026.

“Environment”

means ambient and indoor air, surface water, ground water, land surface or subsurface strata and biological and natural resources.

“Environmental Laws”

means all applicable Laws of any Governmental Authority enacted and in effect on or prior to the Effective Time relating to the protection

of the Environment or otherwise relating to the emission, discharge, release or threatened release of Constituents of Concern to the

Environment or impacts of such emission, discharge or release on human health or the Environment, including such Laws regarding the release

or disposal of hazardous materials, hazardous substances or waste materials, including, without limitation, the OPA90, CERCLA, the federal

Resource Conservation and Recovery Act, the federal Clean Water Act, the Toxic Substances Control Act, the Hazardous Materials Transportation

Act (49 USC § 5101 et seq.) and the legally-binding federal, state and local rules, regulations, ordinances, orders

and governmental directives implementing such statutes.

“Escrow Agent”

means BOKF, N.A.

“Exchange Act”

means the Securities Exchange Act of 1934, as amended.

“Excluded Assets”

means, without duplication: (a) except to the extent relating to an Assumed Liability for which Buyer is indemnifying Seller

hereunder, all credits and refunds and all accounts, instruments and general intangibles attributable to the Acquired Assets with respect

to any period of time prior to the Effective Time; (b) all claims of Seller or any of its Affiliates for refunds of Seller Taxes;

(c) except to the extent relating to an Assumed Liability for which Buyer is indemnifying Seller hereunder all proceeds, income

or revenues attributable to (i) the Acquired Assets for any period prior to the Effective Time, or (ii) any other Excluded

Assets; (d) except to the extent Seller receives an upward adjustment at Closing pursuant to Section 2.2(a)(i), all

Hydrocarbons (and the proceeds associated therewith) produced from the Acquired Assets prior to the Effective Time; (e) all Records

of Seller that are subject to the attorney/client or attorney work product privilege in favor of Seller or its Affiliates or to confidentiality

agreements (other than title opinions, lease files, title files, runsheets, or mineral ownership reports relating to the Oil and Gas

Assets); (f) except as otherwise provided herein to the extent relating to an Assumed Liability for which Buyer is indemnifying

Seller hereunder, all fees, rentals, proceeds, payments, revenues, rights, and economic benefits of every kind and character (and all

security or other deposits made) payable to Seller as the owner of the Acquired Assets that are attributable to the period prior to the

Effective Time; (g) all exchange traded futures Contracts and over-the-counter derivative Contracts of Seller as to which Seller

has an open position as of the Effective Time; (h) records relating to the offer, negotiation or consummation of the sale of the

Acquired Assets; (i) except to the extent of any Assumed Liability for which Buyer is obligated to indemnify Seller pursuant to

this Agreement, any other right or interest of Seller, including claims against Third Parties, to the extent related to the ownership

of the Acquired Assets prior to the Effective Time; (j) all corporate, partnership, financial, and Income Tax records that relate

to any of Seller or its Affiliates’ businesses (whether or not related to the Acquired Assets); and (k) all internal corporate

books, records and files that relate to the other Excluded Assets.

“Execution Date”

is defined in the preamble to this Agreement.

“Fee Mineral Interests”

is defined in the definition of “Acquired Assets.”

“Fee Surface Interests”

is defined in the definition of “Acquired Assets.”

“Final Closing Statement”

is defined in Section 2.8(b).

“Final Determination”

means (a) a decision, judgment, decree or other order by any court of competent jurisdiction, which decision, judgment, decree or

other order has become final with respect to the applicable claim or applicable Buyer or Seller (i.e., all allowable appeals have been

exhausted by either party to the action), (b) a decision rendered by the arbitrator in accordance with Section 2.8 or

(c) a closing agreement binding in respect of the claim has been executed by Buyer, on behalf of the Buyer Indemnified Parties,

and Seller, on behalf of Seller Indemnified Parties, or, if applicable, an administrative settlement has been made with, or final administrative

decision made by, the relevant Governmental Authority with respect to the applicable claim or matter.

“Final Settlement

Date” is defined in Section 2.8(a).

“Fraud”

means a final determination by a court of competent jurisdiction that a Party, or its Affiliates, have committed actual, and not constructive

fraud, against the other Party with respect to the statements and information contained in Article 3, Article 4

or Article 5, as applicable, or any certificate delivered by a Party pursuant to Section 2.5(a)(iv) or 2.5(b)(iv) with

the specific intent to deceive and mislead such other Party.

“GAAP”

means generally accepted accounting principles of the United States, consistently applied.

“Governmental Authority”

means any federal, state, municipal, local or similar governmental authority, legislature, court, regulatory or administrative agency

or arbitral body.

“Hedging Transaction”

means any futures, swap, collar, put, call, floor, cap, option or other contract that is intended to benefit from, related to or reduce

or eliminate the risk of fluctuations in the price of commodities, including Hydrocarbons or securities, interest rates, currencies or

securities.

“Hydrocarbons”

means oil, gas, casinghead gas, natural gas liquids, condensate, sulfur and other liquid or gaseous hydrocarbons, or any of them or any

combination thereof, together with all products extracted, separated or processed therefrom, and all other minerals produced in association

with these substances.

“Income Taxes”

means income, franchise, business and occupation, business license, commercial activity or similar Taxes based upon, measured by or calculated

with respect to net income, profits, gross revenues or receipts (except for sales, transfer or similar Taxes based on gross receipts),

capital or similar measures (including any such Taxes with multiple bases, if one of the aforementioned bases is among the bases on which

such Tax is based, measured or calculated), but excluding Asset Taxes and Transfer Taxes.

“Indebtedness for

Borrowed Money” means, with respect to any Person, any obligations consisting of (a) the outstanding principal amount

of and accrued and unpaid interest on, and other payment obligations for, borrowed money, or payment obligations issued or incurred in

substitution or exchange for payment obligations for borrowed money; (b) amounts owing as deferred purchase price for property or

services, including “earn-out” payments; (c) payment obligations evidenced by any promissory note, bond, debenture,

mortgage or other debt instrument or debt security; (d) commitments or obligations by which such Person assures a creditor against

loss, including contingent reimbursement obligations with respect to letters of credit; (e) payment obligations secured by Lien,

other than a Permitted Encumbrance, on assets or properties of such Person; (f) obligations to repay deposits or other amounts advanced

by and therefore owing to Third Parties; (g) obligations under capitalized leases; (h) obligations under any interest rate,

currency, commodity or other hedging agreement or derivatives transaction, (i) guarantees, make-whole agreements, hold harmless

agreements or other similar arrangements with respect to any amounts of a type described in clauses (a) through (h) above;

and (j) any change of control payments or prepayment premiums, penalties, charges or equivalents thereof with respect to any indebtedness,

obligation or liability of a type described in clauses (a) through (i) above that are required to be paid at the time of, or

the payment of which would become due and payable solely as a result of, the execution of this Agreement or the consummation of the transactions

contemplated by this Agreement at such time, in each case determined in accordance with GAAP; provided, however, that Indebtedness

for Borrowed Money shall not include accounts payable to trade creditors and accrued expenses arising in the Ordinary Course and shall

not include the endorsement of negotiable instruments for collection in the Ordinary Course.

“Indemnified Party”

is defined in Section 9.4(a).

“Indemnifying Party”

is defined in Section 9.4(a).

“Indemnity Deductible”

means an amount equal to two percent (2%) of the Unadjusted Purchase Price.

“Independent Accountant”

is defined in Section 2.8(b).

“Independent Accountant’s

Closing Statement” is defined in Section 2.8(b).

“IRS”

means Internal Revenue Service of the United States.

“Joint Instruction

Letter” means written instructions that are jointly signed by Seller and Buyer, which instructions shall be in a form that

complies with the requirements of the Escrow Agent or Transfer Agent, as applicable.

“Knowledge”

means (a) as to Seller, the actual knowledge of Darin Zanovich, Greg Balash or Josh Wiener and (b) as to Buyer, the actual

knowledge of Robert Ravnaas, Davis Ravnaas, Brett Taylor and Matt Daly, in each case without requirement of investigation or inquiry.

“Lands”

means (i) the lands described on Exhibit A-1, Exhibit A-2, Exhibit A-3, and Exhibit A-4

or the lands described in or covered by the instruments described on Exhibit A-1, Exhibit A-2, Exhibit A-3,

and Exhibit A-4, and (ii) the lands described in or covered by the Source Deeds.

“Law”

means any applicable constitutional provision, statute, code, writ, law, rule, regulation, ordinance, principle of common law, Order,

judgment, decision, holding, injunction, award, determination or decree of a Governmental Authority.

“Lien”

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

property.

“Lock-Up Period”

is defined in Section 6.13.

“Losses”

is defined in Section 9.2(b).

“LW LLP”

is defined in Section 10.12.

“Net Mineral Acres”

means, for each Oil and Gas Asset, (a) other than with respect to an ORRI, (i) the number of gross surface acres covered by

such Oil and Gas Asset, multiplied by (ii) the Seller’s undivided interest in and to the Hydrocarbons in, under and

which may be produced from such Oil and Gas Asset and (b) with respect to an ORRI, (i) the number of gross surface acres of

land covered by the oil and gas lease for such overriding royalty interest, multiplied by (ii) the lessor’s undivided

percentage interest ownership in the mineral estate of such oil and gas lease, multiplied by (iii) the aggregate undivided

working interest in such oil and gas lease owned by the lessee burdened by the applicable overriding royalty interest.

“Net Royalty Acre”

means:

(a) for Oil and Gas Assets

other than an ORRI, (i) the number of Net Mineral Acres for such Acquired Asset, multiplied by (ii) lessor’s royalty

percentage under such lease, expressed on an 8/8ths basis to such lease, divided by (iii) 1/8th; provided, however,

that, for the purpose of calculating Net Royalty Acres, any Oil and Gas Asset that is not subject to or burdened by an lease will be

deemed to be and treated as though it is subject to an oil and gas lease that provides the lessor thereunder a royalty rate of 25%; and

(b) for

Oil and Gas Assets that are ORRIs, (i) the number of Net Mineral Acres covered by such oil and gas lease, multiplied by

(ii) the overriding royalty decimal in such oil and gas lease expressed on an 8/8ths to the lease tract basis, divided by

(iii) 1/8th.

By way of illustration: (i) if

Seller owns a Fee Mineral Interest that contains ten (10) Net Mineral Acres, and (ii) Seller’s mineral interest in such

Acquired Asset provides for a twenty percent (20%) lessor royalty, then Seller owns sixteen (16) Net Royalty Acres in such Acquired Asset

(10 x .2 / (1/8th)); and (i) if Seller owns an ORRI that covers ten (10) Net Mineral Acres, and (ii) Seller has a five

percent (5%) of 8/8ths overriding royalty therein, then Seller owns four (4) Net Royalty Acres in respect of such oil and gas lease

(10 x .05 / (1/8th)).

“Non-Recourse Party”

is defined in Section 10.11.

“Notice of Disagreement”

is defined in Section 2.8(a).

“Notices”

is defined in Section 10.1.

“NPRI”

is defined in the definition of “Acquired Assets.”

“Oil and Gas Assets”

is defined in the definition of “Acquired Assets.”

“OPA90”

means the Federal Oil Pollution Act of 1990.

“Opco”

is defined in the preamble to this Agreement.

“Opco Agreement”

means the Third Amended and Restated Limited Liability Company Agreement of Kimbell Royalty Operating, LLC, dated as of September 13,

2023.

“Opco Common Units”

means common units representing limited liability company interests in Opco.

“Order”

means any order, decision, holding, judgment, injunction, ruling, sentence, subpoena, writ or award issued, made, entered or rendered

by any court, administrative agency or other Governmental Authority or by any administrative law judge or arbitrator.

“Ordinary Course”

means, with respect to any Person, the ordinary course of business of such Person, consistent with past practice.

“Organizational

Documents” means any charter, certificate of incorporation, certificate of formation, articles of association, partnership

agreements, limited liability company agreements, bylaws or similar formation or governing documents and instruments.

“ORRI”

is defined in the definition of “Acquired Assets.”

“Partnership Agreement”

means the Fifth Amended and Restated Agreement of Limited Partnership of Kimbell Royalty Partners, LP, dated as of September 13,

2023.

“Party”

and “Parties” are defined in the preamble to this Agreement.

“Patented Gross

Acreage” means, for any Oil and Gas Asset the number of acres stipulated for such Oil and Gas Asset in the initial land surveys

compiled by the applicable Governmental Authority in connection with the initial grant of fee interests to private landowners.

“Permitted Encumbrances”

means any of the following:

(a)            Liens

for Taxes for which payment is not due or which are being contested in good faith by appropriate proceedings by or on behalf of Seller

and for which adequate reserves have been established in accordance with GAAP;

(b)            any

Customary Post-Closing Consents;

consents from non-Governmental Authority Third Parties, which shall be exclusively governed in accordance with Section 2.4(b);

(d)            all

defects or irregularities of title, if any, affecting the Oil and Gas Assets which (i) would be accepted by a reasonably prudent

Person engaged in the business of owning mineral interests, royalty interests or overriding royalty interests or (ii) does not reduce

Seller’s Net Royalty Acres as to any Oil and Gas Asset below that shown on Exhibit A-1, Exhibit A-2, Exhibit A-3

or Exhibit A-4, as applicable;

(e)            the

terms and conditions of any Contracts or Leases, to the extent such terms and conditions do not reduce Seller’s Net Royalty Acres

as to any Oil and Gas Asset below that shown on Exhibit A-1, Exhibit A-2, Exhibit A-3 or Exhibit A-4,

as applicable;

(f)            defects

based solely on lack of information in Seller’s files;

(g)            defects

based on a gap in Seller’s chain of title unless such gap is shown to exist after a review of the available public and/or county

or parish records and the Records, by an abstract of title, title opinion or landman’s title chain (which documents or references

thereto shall be included in any Title Defect Notice);

(h)            defects

based solely upon the failure to record any overriding royalty interest in state Leases or federal leases included in the Oil and Gas

Assets or any assignments of interests thereof in any applicable records of the applicable State or federal agency, unless such failure

has or would result in a Third Party having a superior claim of title;

(i)            defects

based solely on the failure to record overriding royalty interests in federal or state Leases, or any assignments thereof in the real

property, conveyance or other records of the county in which such Lease is located unless such failure has or may reasonably result in

a Third Party having a superior claim of title;

(j)            all

defects or irregularities (i) arising out of lack of corporate authorization or an immaterial variation in corporate name, (ii) that

have been cured or remedied by applicable statutes of limitation or statutes for prescription, (iii) consisting of the failure to

recite marital status in documents or omissions of heirship Proceedings, or (iv) resulting from lack of survey, unless a survey

is expressly required by applicable Laws, or failure to record releases of Liens that have expired by their own terms or the enforcement

of which are barred by applicable statutes of limitation, in each case;

(k)            any

Lien or encumbrance on or affecting the Oil and Gas Assets which is released or discharged by Seller and no longer burdens the Oil and

Gas Assets at or prior to Closing;

(l)            defects

waived in writing by Buyer;

(m)            all

Third Party royalties if the net cumulative effect of such burdens do not, individually or in the aggregate, reduce Seller’s Net

Royalty Acres as to any Oil and Gas Asset below that shown on Exhibit A-1, Exhibit A-2, Exhibit A-3

or Exhibit A-4, as applicable;

(n)            except

for mineral classified lands any easement, right of way, covenant, servitude, permit, surface lease, condition, restriction and other

rights burdening the Oil and Gas Assets for the purpose of surface or subsurface operations, roads, alleys, highways, railways, pipelines,

transmission lines, transportation lines, distribution lines, power lines, telephone lines, removal of timber, grazing, logging, operations,

canals, ditches, reservoirs and other like purposes, or for the joint or common use of real estate, rights of way, facilities and equipment,

in each case, to the extent recorded in the applicable Governmental Authority recording office as of the Execution Date, insofar as such

does not, individually or in the aggregate, reduce Seller’s Net Royalty Acres as to any Oil and Gas Asset below that shown on Exhibit A-1,

Exhibit A-2, Exhibit A-3 or Exhibit A-4, as applicable;

(o)            rights

of any common owner of any interest in any mineral interests or Leases as tenants in common or through common ownership, insofar as such

right does not reduce Seller’s Net Royalty Acres as to any Oil and Gas Asset below that shown on Exhibit A-1, Exhibit A-2,

Exhibit A-3 or Exhibit A-4, as applicable;

(p)            delay

or failure of any Governmental Authority to approve the assignment of any mineral interest to Seller or any predecessor in title to Seller

unless such approval has been expressly denied or rejected in writing by such Governmental Authority;

(q)            lack

of (i) Contracts or rights for the transportation or processing of Hydrocarbons produced from the Acquired Assets or (ii) any

rights of way for gathering or transportation pipelines or facilities that do not constitute any of the Acquired Assets or (iii) in

the case of a well or other operation that has not been commenced as of the Closing Date, any permits, easements, rights of way, unit

designations, or production or drilling units not yet obtained, formed, or created, insofar as each does not, individually or in the

aggregate, reduce Seller’s Net Royalty Acres as to any Oil and Gas Asset below that shown on Exhibit A-1, Exhibit A-2,

Exhibit A-3 or Exhibit A-4, as applicable;

(r)            the

terms and conditions of this Agreement and any agreement or instrument that is required to be executed or delivered hereunder;

(s)            as

to any overriding royalty interests, Liens created under deeds of trust, mortgages and similar instruments by the lessor under a lease

covering the lessor’s surface and mineral interests in the land covered thereby to the extent (i) such mortgages, deeds of

trust or similar instruments do not contain express language that prohibits the lessors from entering into an oil and gas lease or otherwise

invalidates or repudiates an oil and gas lease and (ii) no mortgagee or lienholder of any such deeds of trust, mortgage, and similar

instrument has, prior to the Closing Date, initiated foreclosure or similar proceedings against the interest of lessor in such lease

nor has Seller received any written notice of default under any such mortgage, deed of trust, or similar instrument;

(t)            lack

of a division order covering any Acquired Asset (including portions of an Acquired Asset that were formerly within a unit but which have

been excluded from the unit as a result of a contraction of the unit), insofar as such does not, individually or in the aggregate, reduce

Seller’s Net Royalty Acres as to any Oil and Gas below that shown on Exhibit A-1, Exhibit A-2, Exhibit A-3

or Exhibit A-4, as applicable;

(u)            any

defect or irregularity resulting from Seller’s conduct of business in compliance with this Agreement;

(v)            any

matters expressly shown on Exhibit A-1, Exhibit A-2, Exhibit A-3 or Exhibit A-4;

(w)            any

matters shown on Schedule 4.1;

(x)            all

rights reserved to or vested in any Governmental Authority by Law to control or regulate the Acquired Assets in any manner; and

(y)            any

defects based on a deficiency in Patented Gross Acreage where the Net Royalty Acres set forth on Exhibit A-1, Exhibit A-2,

Exhibit A-3 or Exhibit A-4, as applicable, for the applicable Oil and Gas Asset are represented based on Platted

Gross Acreage.

“Person”

means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture,

joint stock company, Governmental Authority or other entity of any kind.

“Platted Gross Acreage”

means, for any Oil and Gas Asset, the number of acres stipulated for such Oil and Gas Asset by the most recent land surveys compiled

by the applicable current or former operator for such Oil and Gas Asset.

“Preferential Rights”

is defined in Section 2.4(b)(i).

“Privileged Communications”

is defined in Section 10.12.

“Proceeding”

means any civil, criminal, investigative, administrative or other action, suit, litigation, arbitration, lawsuit, claim, proceeding,

hearing, enforcement action, audit, demand or dispute commenced, brought, conducted or heard by or before, or otherwise involving, any

Governmental Authority or any arbitrator.

“Purchase Price”

means $147,000,000.

“Records”

means all of the files, records and data (whether in hard copy or electronic format) of Seller relating to the Acquired Assets, including

lease files, reservoir and land files, well files, division order files, abstracts, property ownership and title files (including abstracts

of title, title opinions and memoranda and title curative documents), engineering and/or production files, prospect files, contract files

and records, maps, studies, plans, surveys and reports, check stubs, financial and accounting records, Asset Tax records and environmental

records, in each case, other than (a) Privileged Communications and any other items that may be subject to a valid legal privilege

with Seller (other than title opinions) or to disclosure restrictions (provided that Seller shall use commercially reasonable

efforts to obtain a waiver of any such disclosure restrictions), (b) items that are not transferable without payment by Seller of

additional consideration (and Buyer has not agreed in writing to pay such additional consideration), (c) items that relate solely

to Seller’s conduct of the sale process of the Acquired Assets (including all bid materials from potential purchasers and Seller’s

and its Affiliates’ analyses of, and notes regarding, such bid materials), (d) items relating to any Oil and Gas Asset that

is transferred to Seller or its designated Affiliate in accordance with Section 2.4 and (e) all e-mails and other electronic

files (except to the extent the underlying files, records or data are only available in electronic format) on Seller’s or its Affiliates’

servers and networks relating to the foregoing items (clauses (a) through (e) of this definition are referred

to as the “Excluded Records”).

“Registration Rights

Agreement” is defined in Section 2.5(a)(v).

“Representatives”

means a Person’s directors, officers, partners, members, managers, employees, agents or advisors (including attorneys, accountants,

consultants, bankers, financial advisors, insurers and insurance brokers, and any representatives of those advisors).

“Required Consent”

means with respect to an Acquired Asset, a Consent that would be triggered by the consummation of the transactions contemplated by this

Agreement and in which the applicable agreement, Lease or Contract expressly provides that the consummation of such transactions without

such Consent will result in (a) termination of the owner’s existing rights in relation to such Acquired Asset, (b) the

transfer being null and void as to such Acquired Asset (whether automatically or at the election of the holder thereof) or (c) the

incurrence of liquidated damages in excess of fifty thousand Dollars ($50,000).

“Retained Liabilities”

means all liabilities and obligations of Seller arising out of, incident to or in connection with the following: (a) any obligations

or liabilities arising out of any Liens or indebtedness incurred by, associated with or otherwise burdening Seller; (b) any obligations

or liabilities arising out of any Liens incurred or created by, through or under Seller or its Affiliates, burdening the Acquired Assets;

(c) all obligations and liabilities of Seller or any of its Affiliates, whether before or after the Effective Time, in respect of

any assets of Seller or of its Affiliates that are not Acquired Assets (including, for the avoidance of doubt, any assets that are excluded

pursuant to the terms of any Asset Assignment); (d) any required reimbursements or adjustments to revenue attributable to the Acquired

Assets received after the Effective Time based on overpayment prior to the Effective Time; provided that, from and after the date

that is two (2) years following the Closing Date, all such liabilities and obligations arising out of this clause (d) shall

no longer be Retained Liabilities and shall be deemed Assumed Liabilities; (e) except as otherwise provided for in this Agreement,

any liabilities or obligations of Seller 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 Seller’s counsel; (f) any obligations

or liabilities for which Seller is obligated to indemnify the Buyer Indemnified Parties pursuant to this Agreement; (g) any obligations

or liabilities arising out of the employment of employees or provision of any compensation or benefits therefor by Seller or any Affiliate

of Seller; (h) any obligations and liabilities arising from any Acquired Assets non-compliance, breach or violation of any Environmental

Law; and (i) any obligations or liabilities regarding the costs of drilling, operating, or participating in drilling or development

of Hydrocarbons accrued or attributable to time period prior to the Effective Time.

“Scheduled Closing

Date” is defined in Section 2.6.

“SEC Documents”

is defined in Section 5.8.

“Securities Act”

means the Securities Act of 1933, as amended.

“Seller”

is defined in the preamble to this Agreement.

“Seller Entitlements”

is defined in Section 2.10(a).

“Seller Fundamental

Representations” means the representations and warranties of Seller set forth in Sections 3.1, 3.2, 3.5,

4.3 and 4.7.

“Seller Indemnified

Parties” is defined in Section 9.3(a).

“Seller Losses”

is defined in Section 9.3(b).

“Seller Material

Adverse Effect” means, with respect to Seller or the Acquired Assets, any circumstance, change or effect that is or would reasonably

be expected to be materially adverse to (i) the business, operations, results of operations or financial condition of such assets,

or such Person or its assets, in each case taken as a whole, or (ii) the performance of Seller’s obligations and covenants

hereunder that are to be performed at Closing, but, solely with respect to clause (i) of this definition, shall exclude any circumstance,

change or effect resulting or arising from: (a) any change in general conditions in the industries or markets in which the Acquired

Assets operate, or any change in financial or securities markets or the economy in general, or the imposition of tariffs by any Governmental

Authority; (b) any adverse change, event or effect on the global, national or regional energy industry as a whole, including those

impacting the gathering, transportation, treatment or processing of oil and gas or the value of oil and gas assets and properties, or

any adverse change in energy prices; (c) national or international political conditions, including any engagement in hostilities,

whether or not pursuant to the declaration of a national emergency or war, the occurrence of any military or terrorist attack, a shutdown

of the United States federal government or any default on the debt obligations of any sovereign entity; (d) effects of weather,

meteorological events, natural disasters, pandemics or other acts of God, other than any such effects that involve the physical destruction

of the Acquired Assets; (e) changes in Law or GAAP, or the interpretation thereof; (f) the entry into or announcement of this

Agreement, the identity of Buyer as purchaser of the Acquired Assets under this Agreement, actions taken or omitted to be taken at the

explicit request of Buyer or with the written consent of Buyer, or the consummation of the transactions contemplated hereby (provided

that this clause (f) shall not diminish the effect of, and shall be disregarded for purposes of, the representations and warranties

set forth in Sections 4.3 and 5.2); (g) any failure to meet internal or Third Party projections or forecasts or revenue

or earnings or reserve predictions (provided that clause (g) shall not prevent a determination that any change, circumstance

or effect underlying such failure to meet projections or forecasts or revenue or earnings or reserves predictions has resulted in a Seller

Material Adverse Effect); (h) the insolvency, bankruptcy, placing into of receivership or similar proceeding of any operator of

any well associated with the Acquired Assets; or (i) natural declines in well performance or reclassification or recalculation of

reserves in the ordinary course of business; except to the extent such circumstance, change or effect resulting or arising from clause

(c), (d) or (e) above materially and disproportionately affects the Acquired Assets relative to other participants in the industries

in which Seller operates.

“Seller Material

Contract” is defined in Section 4.4(a).

“Seller Obligations”

is defined in Section 2.10(a).

“Seller Taxes”

means with respect to each Seller (a) all Income Taxes imposed on each respective Seller, any of its direct or indirect owners or

Affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (b) Asset Taxes allocable

to each respective Seller pursuant to Section 6.8(a) (taking into account, and without duplication of, such Asset Taxes

effectively borne by each respective Seller as a result of (1) the adjustments to the Unadjusted Cash Purchase Price made pursuant

to Section 2.2 or Section 2.8, and (2) any payments made from one Party to the other in respect of Asset

Taxes pursuant to the last sentence of Section 6.8(a)), (c) any Taxes imposed on or with respect to the ownership or

operation of the Excluded Assets, and (d) any other Taxes relating to the ownership or operation of the Assets or the production

of Hydrocarbons or the receipt of proceeds therefrom that are attributable to any Tax period, or the portion of any Straddle Period,

ending prior to the Effective Time.

“Sellers’

Representative” is defined in Section 10.13.

“Source Deeds”

means those certain instruments described in Schedule 1.1(b).

“Special Warranty

of Title” is defined in Section 4.7, and as used herein shall mean the Special Warranty of Title in Section 4.7

and in the Asset Assignments.

“Straddle Period”

means any tax period beginning before and ending after the Effective Time.

“Tax Returns”

means any rendition, report, return, election, document, estimated tax filing, declaration, claim for refund, information returns or

other filing provided to any Governmental Authority in connection with Taxes, including any schedules or attachments thereto and any

amendment thereof.

“Taxes”

means (a) all taxes, assessments, duties, fees, or other similar charges in the nature of tax imposed by a Governmental Authority,

including all income, franchise, profits, margins, capital gains, capital stock, transfer, gross receipts, sales, use, transfer, service,

occupation, ad valorem, real or personal property, excise, severance, windfall profits, unclaimed property and escheat obligations, customs,

premium, stamp, license, payroll, employment, social security, unemployment, disability, environmental, alternative minimum, add-on,

value-added, withholding and other taxes, assessments, duties, fees or other similar charges in the nature of a tax imposed by a Governmental

Authority, and all estimated taxes, deficiency assessments, additions to tax, penalties and interest with respect to taxes, whether disputed

or otherwise; (b) any liability for the payment of any item described in clause (a) as a result of being a member of

an affiliated, consolidated, combined, unitary or aggregate group for any period, including pursuant to Treasury Regulations Section 1.1502-6

or any analogous or similar state, local or foreign Law; (c) any liability for the payment of any item described in clause (a) or

(b) as a result of any express obligation to indemnify any Person or as a result of any obligations under any agreements

or arrangements with any Person with respect to such item; or (d) any successor or transferee liability for the payment of any item

described in clause (a), (b) or (c) of any Person, including by reason of being a party to any merger,

consolidation or conversion.

“Third Party”

means any Person other than (a) Seller or any of its Affiliates or (b) Buyer or any of its Affiliates.

“Third Party Acquisition”

is defined in Section 6.12(c).

“Third-Party Claim”

means a third-party claim asserted against an Indemnified Party by a Person other than (a) an Affiliate of such Indemnified Party

or (b) any officer, director, member, partner, equity holder or employee of any such Indemnified Party or its Affiliates.

“Title

Benefit” means that Seller’s Net Royalty Acres in any Oil and Gas Asset is greater than that shown on Exhibit A-1,

Exhibit A-2, Exhibit A-3 and Exhibit A-4, as applicable.

“Title Benefit Value”

is defined in Section 2.4(e)(i).

“Title Claim Date”

is defined in Section 2.4(d)(i)(A).

“Title Consultant”

is defined in Section 2.4(d)(ii)(C).

“Title Defect”

means any encumbrance or other defect, except for the Permitted Encumbrances, that causes Seller to not have Defensible Title to an Oil

and Gas Asset as of the Closing Date.

“Title Defect Notice”

is defined in Section 2.4(d)(i)(A).

“Title Defect Threshold”

is defined in Section 2.4(d)(i)(D)(5).

“Title Defect Value”

is defined in Section 2.4(d)(i)(D).

“Title Dispute”

is defined in Section 2.4(d)(ii)(A).

“Title Dispute Notice”

is defined in Section 2.4(d)(ii)(A).

“Transaction Documents”

means the Registration Rights Agreement, the Cash Escrow Agreement, the Asset Assignment, the Joinder to Exchange Agreement, the Adoption

Agreement and the other agreements, document, instruments and certificates to be delivered by any Party at the Closing, and any other

agreements, documents, instruments and certificates to be delivered by any Party in connection with this Agreement or the Closing.

“Transfer Agent”

means Equiniti Trust Company LLC, or any successor transfer agent for KRP.

“Transfer Taxes”

is defined in Section 6.7(b).

“Treasury Regulations”

means the regulations promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Code.

All references herein to Sections of the Treasury Regulations will include any corresponding provision or provisions of succeeding, similar,

substitute, proposed or final Treasury Regulations.

“Unadjusted Cash

Purchase Price” is defined in Section 2.2.

“Unadjusted Common

Unit Consideration” is defined in Section 2.1(a)(i)(B).

“Unadjusted Purchase

Price” is defined in Section 2.1(a)(i)(C).

“United States”

means the United States of America.

“VWAP”

per Common Unit on any trading day shall mean the per Common Unit volume-weighted average price as displayed on Bloomberg page “VWAP”

(or its equivalent if such a page is not available) in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time,

on such trading day; or if such price is not available, “VWAP” shall mean the market value per Common Unit on such trading

day as determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained by

Seller for this purpose.

“Walk-Right Amounts”

means the sum of the adjustments to the Unadjusted Purchase Price pursuant to Sections 2.4(b)(i), 2.4(b)(ii), 2.4(d)(i)(C) and

2.4(d)(ii)(B).

“Walk-Right Threshold”

means an amount equal to twenty percent (20%) of the Unadjusted Purchase Price.

1.2            Rules of

Construction.

(a)            All

article, section and exhibit references used in this Agreement are to articles and sections of, and exhibits to, this Agreement unless

otherwise specified. The schedules and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein

for all purposes. All schedule references used in this Agreement are to the applicable Disclosure Schedules, unless otherwise specified.

(b)            If

a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such

as a verb). Terms defined in the singular have the corresponding meanings in the plural, and vice versa. Unless the context of this Agreement

clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. The term

“includes” or “including” shall mean “including without limitation.” The words “hereof,”

“hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this

Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear.

Parties acknowledge that each Party and its attorneys have reviewed this Agreement and that any rule of construction to the effect

that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement,

shall not be applicable to the construction or interpretation of this Agreement.

(d)            The

captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation

of any provision of this Agreement.

(e)            All

references to currency herein shall be to, and all payments required hereunder shall be paid in, Dollars.

Article 2

Purchase and Sale; Closing; Escrow

2.1         Purchase

and Sale of Acquired Assets; Assumption of Certain Liabilities(a)         .

(a)            Purchase

and Sale. Upon the terms and subject to the conditions set forth in this Agreement (including the Asset Assignments), at the Closing:

(i)            Seller

shall sell, assign, transfer and convey to Opco (or its designee) all right, title and interest in and to the Acquired Assets, in each

case free and clear of all Liens (other than Permitted Encumbrances), in exchange for

(A)            the

payment of Forty-Four Million, Thirty-Five Thousand, Sixty Dollars ($44,035,060) in cash (the “Unadjusted Cash Purchase Price”);

(B)            the

issuance by Opco of 6,929,000 Opco Common Units (the “Unadjusted Common Unit Consideration”);

transfer by Opco of a number of Class B Units equal to the Unadjusted Common Unit Consideration (such number of Class B Units

together with the Unadjusted Cash Purchase Price and the Unadjusted Common Unit Consideration, the “Unadjusted Purchase Price”);

and

(D)            the

agreement by Opco (or its designee) to assume and pay, perform and discharge (or cause to be paid, performed or discharged) the Assumed

Liabilities, and Opco (or its designee) shall receive, acquire and accept such Acquired Assets; and

(ii)            immediately

before the transactions in clause (i), KRP shall issue to Opco a number of Class B Units equal to the aggregate number of Class B

Units to be transferred pursuant to clause (i)(C), in exchange for Opco’s payment to KRP of cash equal to the Class B Contribution

Amount for all Class B Units issued pursuant to this Agreement, in each case subject to adjustment under Section 2.2

below.

(b)            Assumption

of Certain Liabilities. In connection with the sale, assignment, transfer and conveyance of the Acquired Assets, at the Closing,

Opco (or its designee) shall assume and agree to duly and timely pay, perform and discharge the Assumed Liabilities, to the full extent

that Seller 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 Opco (or its designee) or any of its Affiliates

with respect to the Assumed Liabilities beyond that of Seller, waive any valid defense that was available to Seller with respect to any

Assumed Liabilities or enlarge the rights or remedies of any third party, if any, under any of the Assumed Liabilities. For the avoidance

of doubt, neither Opco (or its designee) 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 Seller other than the Assumed Liabilities, and any such other liability

or obligation shall be retained by Seller.

Retention of Liabilities. At and after the Closing, Seller shall retain and shall pay, perform, and discharge all Retained Liabilities.

2.2            Consideration;

Adjustment of Cash Purchase Price at Closing. The Parties agree that, for purposes of calculating the number of Opco Common Units

and Class B Units comprising Seller’s Unadjusted Purchase Price, the Opco Common Units and the Class B Units were valued

at $102,964,940. The number of Opco Common Units and Class B Units issued to Seller shall be equitably adjusted in the event of

a unit split, combination, reclassification, recapitalization, exchange, unit dividend or other distribution payable in Opco Common Units

or Class B Units with respect to such Opco Common Units or Class B Units, as applicable, that occurs prior to the Closing.

The Parties acknowledge and agree that the Unadjusted Purchase Price was derived based on the aggregate Allocated Values of the Acquired

Assets as set forth on Exhibit B. At Closing, the Unadjusted Cash Purchase Price shall be adjusted as follows:

(a)            The

Unadjusted Cash Purchase Price shall be increased by the sum of the following, without duplication:

(i)            the

amount equal to the revenues, income, proceeds, receipts and credits received by Buyer attributable to the Acquired Assets (and not otherwise

distributed to Seller) and attributable to the period before the Effective Time (calculated in accordance with GAAP), including on account

of any leasing activity (including lease extensions, lease bonuses and delay rentals);

(ii)            the

sum of the adjustments to the Unadjusted Purchase Price pursuant to Sections 2.4(b)(i), 2.4(b)(ii), 2.4(d)(i)(C) and

2.4(d)(ii)(B) (subject to any offsets to such adjustments pursuant to Section 2.4(e))

(iii)          the

amount of any Buyer Obligations paid or otherwise borne by Seller;

(iv)          the

amount of all Asset Taxes allocable to Buyer pursuant to Section 6.8(a) but paid or economically borne by Seller (or

any of its owners or Affiliates); and

(v)           any

other amount otherwise explicitly agreed upon in writing by Seller and Buyer.

(b)            The

Unadjusted Cash Purchase Price shall be decreased by the sum of the following, without duplication:

(i)            the

amount equal to the revenues, income, proceeds, receipts and credits received by Seller attributable to the Acquired Assets and attributable

to the period on or after the Effective Time (calculated in accordance with GAAP), including on account of any leasing activity (including

lease extensions, lease bonuses and delay rentals);

(ii)           the

sum of the adjustments to the Unadjusted Purchase Price pursuant to Sections 2.4(b)(i), 2.4(b)(ii), 2.4(d)(i)(C) and

2.4(d)(ii)(B) (subject to any offsets to such adjustments pursuant to Section 2.4(e)).

(iii)          the

amount of any Seller Obligations paid or otherwise borne by Buyer;

(iv)          the

amount of all Asset Taxes allocable to Seller pursuant to Section 6.8(a) but paid or economically borne by Buyer (or

any of their Affiliates);

(v)           the

amount equal to the Class B Contribution Amount for the Class B Units to be transferred to Seller; and

(vi)          any

other amount otherwise agreed upon in writing by Seller and Buyer.

net amount of the adjustments set forth in Section 2.2(a) and Section 2.2(b) shall be referred to as

the “Cash Purchase Price Adjustment.” The Unadjusted Cash Purchase Price as adjusted by the Cash Purchase Price Adjustment

shall be referred to as the “Adjusted Cash Purchase Price.”

(d)            Any

fractional units resulting from this Agreement shall be rounded up to the nearest whole Opco Common Unit.

2.3           Closing

Statement. Not later than five (5) Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a

statement (the “Closing Statement”) setting forth Seller’s good faith estimate of the Adjusted Cash Purchase

Price calculated pursuant to Section 2.2, the amounts described in Sections 2.2(a)(i), 2.2(b)(i) and 2.2(b)(ii) (as

applicable), the amount of all Asset Taxes allocable to Buyer pursuant to Section 6.8(a) but paid or economically borne

by Seller (if any), and the amount of all Asset Taxes allocable to Seller pursuant to Section 6.8(a) but paid or economically

borne by Buyer (if any). If Buyer disputes any item in the Closing Statement, Buyer shall so notify Seller within two (2) Business

Days prior to the Closing Date and Seller and Buyer shall use their commercially reasonable efforts to agree on the Closing Statement;

provided that if Seller and Buyer are not able to agree on the Closing Statement prior to Closing, Closing shall not be delayed

on account of such disagreement and the Closing Statement delivered by Seller will be used to adjust the Unadjusted Purchase Price at

Closing absent manifest error. Any final adjustments, if necessary, will be made pursuant to Section 2.8 of this Agreement.

2.4           Title

Review.

(a)            To

allow Buyer to conduct due diligence with respect to the Acquired Assets, Seller shall make the Records available in accordance with

Section 6.3 to Buyer, and Buyer’s authorized Representatives, in a virtual data room and/or at Seller’s election,

at Seller’s applicable office(s), at mutually agreeable times before Closing. With Seller’s permission, Buyer may photocopy

the Records at its sole expense.

(b)            Preferential

Rights and Consents to Assign.

(i)            Notices

to Holders. If the conveyance of the Acquired Assets would trigger any Third Party preferential purchase rights, rights of first

refusal, or similar rights (collectively, “Preferential Rights”), or, other than Customary Post-Closing Consents,

any Third Party consents to assign or similar rights (collectively, “Consents”) that, in either case, would be triggered

by the consummation of the transactions contemplated hereby, then, as soon as reasonably practical (and in any event, within ten (10) Business

Days after the date of this Agreement), Seller shall: (A) notify such holders of the Preferential Rights and Consents, including

those identified on Schedule 2.4(b) that it intends to transfer the Acquired Assets to Buyer; (B) provide the holders

of such Preferential Rights and Consents with any information about the transfer of the Acquired Assets to which they are entitled; (C) in

the case of such Preferential Rights, request the holders of such Preferential Rights to waive their right to purchase the affected Acquired

Asset; and (D) in the case of such Consents, request the holders of such Consents to consent to the assignment of the affected Acquired

Asset to Buyer. Before Closing, Seller shall notify Buyer whether: (1) any Preferential Rights are exercised or waived; (2) any

Consents are granted or denied or cannot be obtained before Closing; or (3) the requisite time periods have elapsed and any Preferential

Rights are deemed waived or Consents deemed given by the lapse of such requisite time periods under the applicable agreements. If any

Preferential Rights are exercised, the portion of the Acquired Assets burdened by the exercised Preferential Right shall be excluded

from Closing, and the Unadjusted Cash Purchase Price shall be reduced by the Allocated Value of the excluded portion of the Acquired

Assets.

(ii)            Remedies.

Before Closing, Buyer and Seller shall use commercially reasonable efforts to obtain all Consents and waivers of all Preferential Rights

encumbering the conveyance of the Acquired Assets; provided that neither Party shall be required to incur any liability or pay

any money to a Third Party in order to obtain such Consents and waivers. If Seller is unable to obtain a Required Consent or a waiver

of a Preferential Right, then, any Acquired Asset subject to such Preferential Right or Required Consent shall be excluded from Closing,

and the Unadjusted Cash Purchase Price shall be reduced by the Allocated Value of such Acquired Asset. After Closing, Seller shall attempt

to obtain any un-obtained Required Consents, including Required Consents alleged by Third Parties or identified after Closing, and un-waived

Preferential Rights, and Buyer shall provide reasonable assistance to Seller. In the event that after Closing, but before the Final Settlement

Date, Seller is able to obtain a Required Consent or waiver of a Preferential Right affecting an Acquired Asset which was excluded from

Closing pursuant to this Section 2.4(b), then, within ten (10) days of Buyer’s receipt of such Required Consent

or wavier of Preferential Right, Seller shall convey the Acquired Asset affected by any such Required Consent or Preferential Right pursuant

to a form of assignment that is mutually agreeable to Buyer and Seller, and Buyer shall pay Seller the amount by which the Unadjusted

Cash Purchase Price was reduced at Closing for such Acquired Asset.

Disclaimer of Title Warranties and Representations. Except for the Special Warranty of Title, Seller’s representations and

warranties under Article 4, and without limiting Buyer’s remedies for Title Defects set forth in this Section 2.4(c) (or

Buyer’s remedies for Seller’s failure to obtain Consents or waivers of Preferential Rights as set forth in Section 2.4(b)(ii)),

Seller makes no warranty or representation, express, implied, statutory or otherwise, with respect to Seller’s title to any of

the Acquired Assets, and Buyer hereby acknowledges and agrees that it has not relied upon any such representation or warranty. Buyer

hereby acknowledges and agrees that, without limiting Buyer’s rights and remedies under Section 8.1(d), Buyer’s

sole and exclusive remedy for (i) any failure by Seller to obtain Consents or waivers of Preferential Rights as contemplated by

Section 2.4(b)(ii) shall be as set forth in Section 2.4(b)(ii), and (ii) any defect in

title or any other title matter (including any Title Defect with respect to any of the Oil and Gas Assets or otherwise) (A) before

the Title Claim Date, shall be as set forth in Section 2.4(d) and (B) after the Title Claim Date (subject

to the limitations set forth in Section 9.1 and Section 9.6), shall be pursuant to the Special Warranty of Title,

and the Special Warranty of Title shall be further limited to the Allocated Value of the affected Oil and Gas Assets. Buyer hereby expressly

waives any and all other rights or remedies with respect thereto. Buyer is not entitled to protection under the Special Warranty of Title

for (I) any matter reported by Buyer under Section 2.4(d) and/or (II) any matter which Buyer had Knowledge

of prior to the Title Claim Date.

(d)            Title

Defects.

(i)            Notice

of Title Defects; Defect Adjustments.

(A)            On

or before five (5) days before Closing (the “Title Claim Date”) Buyer will notify Seller in writing of any Title

Defect it discovers with respect to an Oil and Gas Asset (each a, “Title Defect Notice”). For all purposes of this

Agreement and notwithstanding anything herein to the contrary (except for the Special Warranty of Title), Buyer shall be deemed to have

waived, and Seller shall have no liability for, title to any alleged Title Defect, that Buyer fails to assert by a Title Defect Notice

delivered to Seller on or before the Title Claim Date. Such notice shall be in writing and shall include: (i) a reasonably detailed

description of the alleged Title Defect; (ii) the Oil and Gas Asset affected; (iii) the Allocated Value of the Oil and Gas

Asset subject to the alleged Title Defect(s); (iv) supporting documentation reasonably necessary for Seller to verify the existence

of such Title Defect (including copies of any title opinions, title abstracts, ownership reports, run sheets, deeds, leases or other

document, reports or data, to the extent available to Buyer and used in connection with Buyer’s assessment of such alleged Title

Defect(s)); and (v) the alleged Title Defect Value of the affected Oil and Gas Asset and the computations and information upon which

Buyer’s belief is based. To give Seller an opportunity to commence reviewing and curing Title Defects but without prejudice to

Buyer’s right to assert Title Defects, Buyer agrees to use commercially reasonable efforts to give Seller, on or before the end

of each calendar week prior to the Title Claim Date, written notice of all alleged Title Defects discovered by Buyer during the preceding

calendar week, which notice may be preliminary in nature and supplemented prior to the Title Claim Date; provided that the failure

to provide any such preliminary notice shall not be deemed to waive or prejudice Buyer’s right to assert Title Defects at any time

not later the Title Claim Date.

(B)            If

any Title Defect affecting any Oil and Gas Asset is properly asserted by Buyer in accordance with Section 2.4(d)(i)(A) and

not waived in writing by Buyer or cured on or before Closing, Seller may, for a period of ninety (90) days following the Closing Date

(such period, the “Cure Period”), elect to cure any such Title Defect that Seller in good faith believes can be cured

during the Cure Period. The election by Seller to seek to cure such Title Defect must be made by written notice delivered to Buyer within

three (3) days prior to the Closing Date. Any Oil and Gas Asset for which Seller has elected to cure a Title Defect under this paragraph

shall be referred to as a “Curable Property”.

the Closing, Seller shall convey all right, title and interest in and to the Curable Properties to Buyer with the remainder of the Acquired

Assets. The adjustments to the Unadjusted Purchase Price under Section 2.2(b)(ii) will include the asserted Title Defect

Values for all Title Defects affecting the Curable Properties that have been properly asserted in good faith by Buyer in accordance with

Section 2.4(d)(i)(A) and not waived in writing by Buyer or cured on or before Closing and Buyer shall pay an amount

in cash equal to the asserted Title Defect Value associated with such Curable Properties to the Escrow Agent in accordance with Section 2.7(b).

If Seller cures such Title Defect during the Cure Period, then Buyer and Seller shall instruct the Escrow Agent to pay to Seller the

amount that the Unadjusted Purchase Price was adjusted under Section 2.2(b)(ii) (subject to any further adjustments

under Section 2.2 in respect of the applicable Oil and Gas Asset) with respect to such Curable Property on account of such

Title Defect at the end of the Cure Period to the extent such Title Defect is cured during the Cure Period. If a Title Defect burdening

a Curable Property is not cured on or before the end of the Cure Period, then subject to Section 2.4(d)(i)(D)(4) and

Section 2.4(d)(ii), Buyer and Seller shall instruct the Escrow Agent to pay to Buyer the amount that the Unadjusted Purchase

Price was adjusted under Section 2.2(b)(ii) (subject to any further adjustments under Section 2.2 in respect

of the applicable Oil and Gas Asset) with respect to such Curable Property which was not cured on or before the end of the Cure Period.

(D)          The

“Title Defect Value” resulting from a Title Defect shall be determined as follows:

(1)            if

Buyer and Seller agree on the Title Defect Value, that amount shall be the Title Defect Value;

(2)            if

the Title Defect is a Lien which is undisputed and liquidated in amount, then the Title Defect Value shall be the amount necessary to

be paid to remove the Title Defect from Seller’s interest in the affected Oil and Gas Asset;

(3)            if

the Title Defect represents a discrepancy between Seller’s actual Net Royalty Acres for an Oil and Gas Asset and the Net Royalty

Acres set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3 or Exhibit A-4, as applicable,

for such Oil and Gas Asset, then the Title Defect Value shall be an amount equal to the product of (A) the Allocated Value of such

Oil and Gas Asset and (B) one (1) minus a fraction, the numerator of which is Seller’s actual Net Royalty Acres in such

Oil and Gas Asset and the denominator of which is the Net Royalty Acres set forth on Exhibit A-1, Exhibit A-2,

Exhibit A-3 or Exhibit A-4, as applicable, for such Oil and Gas Asset; provided that, if the Title Defect

does not affect the property throughout its entire productive life, the Title Defect Value determined under this Section 2.4(d)(i)(D) shall

be reduced to take into account the applicable time period only;

(4)            if

the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the Oil and Gas Asset of a

type not described in clauses (1), (2) or (3) above, the Title Defect Value shall be determined by taking into

account the Allocated Value of the affected Oil and Gas Asset, the portion of such Oil and Gas Asset adversely affected by the Title

Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of such Oil and Gas Asset,

the values placed upon the asserted Title Defect by Buyer and Seller and such other factors as are necessary to make a proper evaluation;

and

(5)            notwithstanding

anything to the contrary in this Section 2.4(d), Buyer shall have no remedy hereunder for any Title Defect unless: (A) the

Title Defect Value for such Title Defect exceeds one hundred thousand Dollars ($100,000) net to Seller’s interest in the relevant

Oil and Gas Asset (the “Title Defect Threshold”), in which event the value of such defect will be taken into account

from first Dollar; and (B) the sum of the aggregate Title Defect Values for Title Defects with Title Defect Values exceeding the

Title Defect Threshold exceeds two percent (2%) of the Unadjusted Purchase Price, and then only to the extent such amount exceeds two

percent (2%) of the Unadjusted Purchase Price. For the avoidance of doubt, if any single matter applies to or affects multiple Oil and

Gas Assets, Buyer may aggregate the economic impact applicable to all such Oil and Gas Assets arising from such single matter and the

issue shall be treated as a single Title Defect for purposes of determining whether the Title Defect Threshold has been met.

(E)            Notwithstanding

anything to the contrary in this Agreement, the aggregate adjustments to the Unadjusted Purchase Price attributable to the effects of

all Title Defects, with respect to any Oil and Gas Asset, shall not exceed the Allocated Value of such affected Oil and Gas Asset.

(ii)            Title

Defect Disputes.

(A)            Seller

and Buyer shall attempt to agree on all Title Defect Values (i) on or prior to the Closing Date or (ii) with respect to disputes

over the adequacy of Seller’s post-Closing Date curative work, the end of the Cure Period. If a disputed Title Defect or Title

Defect Value cannot be resolved (y) on or prior to Closing or (z) with respect to disputes over the adequacy of Seller’s

post-Closing Date curative work, the end of the Cure Period, then in each case, any Party may submit any such disputed Title Defects,

cures and Title Defect Values to the Title Consultant in accordance with the procedures set forth in Section 2.4(d)(ii)(C) by

providing notice to the other Party thereof (a “Title Dispute Notice”) no later than thirty (30) days following the

Closing Date or the end of the Cure Period, as applicable (the “Title Dispute”). If a Party does not submit a Title

Dispute Notice to the other Party in accordance with this Section 2.4(d)(ii)(A), such Party shall be deemed to have waived

all such disputed matters, which shall be deemed conclusively resolved in accordance with the applicable Title Defect Notice or subsequent

correspondence between the Parties.

(B)            If

a disputed Title Defect or Title Defect Value cannot be resolved prior to Closing, except as otherwise provided herein, Seller shall

retain all right, title and interest in and to the Oil and Gas Asset affected by such Title Defect, Buyer shall pay an amount in cash

equal to the alleged Title Defect Value for such Oil and Gas Asset to the Escrow Agent in accordance with Section 2.7(b) and

the adjustments to the Unadjusted Purchase Price under Section 2.2(b)(ii) shall include such Title Defect Value.

a Party validly submits a Title Dispute Notice under Section 2.4(d)(ii)(A), then the Parties shall each submit such unresolved

Title Dispute to a title attorney (the “Title Consultant”), pursuant to this Section 2.4(d)(ii)(C). The

Title Consultant shall be a neutral third party title attorney with at least ten (10) years’ experience in oil and gas title

opinions, the Parties shall each select a third party title attorney and such title attorneys together shall select such Title Consultant,

and if any Party does not select a Title Consultant within ten (10) days of written demand therefor by the other Party, then the

title attorney selected by the other Party shall be such Title Consultant. The Title Consultant shall not have been employed by any Party

or its Affiliates within the ten (10) year period preceding the arbitration. The Title Consultant, once appointed, shall have no

ex parte communications with any of the Parties concerning the determination required hereunder. All communications between any Party

or its Affiliates and the Title Consultant shall be conducted in writing, with copies sent simultaneously to the other Party in the same

manner, or at a meeting or conference call to which the representatives of both Seller and Buyer have been invited and of which such

Parties have been provided at least five (5) days’ notice. Within ten (10) days of appointment of the Title Consultant,

(x) each of Seller and Buyer shall present the Title Consultant with its claim notice or its response, as applicable, and (y) Seller

shall present the Title Consultant with all other supporting information that it desires, and Buyer shall present the Title Consultant

with all other supporting information that it desires that was contained in the original Title Defect Notices, with a copy to the other

Party. The Title Consultant shall also be provided with a copy of this Agreement. Within thirty (30) days after receipt of such materials

and after receipt of any additional information required by the Title Consultant, the Title Consultant shall make its determination,

which shall be final and binding upon all Parties, without right of appeal, absent manifest error. In making his determination, the Title

Consultant shall be bound by the rules set forth in this Section 2.4(d)(ii). The Title Consultant shall act as an expert

for the limited purpose of determining: (1) the existence of any timely asserted Title Defect in dispute; (2) whether any disputed

curative action has succeeded in curing a Title Defect; and (3) specific disputed Title Defect Values submitted by either Party.

The Title Consultant may not award damages, interest or penalties to either Party with respect to any matter. Seller and Buyer shall

each bear its own legal fees and other costs of presenting its case. Seller shall bear one-half (1/2) and Buyer shall bear one-half (1/2)

of the costs and expenses of the Title Consultant.

(e)            Title

Benefits.

(i)            If

Seller discovers any Title Benefit on or before the Title Claim Date, Seller may, as soon as practicable but in any case on or prior

to the Title Claim Date, deliver a notice to Buyer, which shall include: (i) a detailed description of the alleged Title Benefit;

(ii) the specific Oil and Gas Asset affected, including the applicable Source Deed; (iii) the Allocated Value of the Oil and

Gas Asset subject to the alleged Title Benefit; (iv) supporting documentation reasonably necessary for Buyer to verify the existence

of such Title Benefit (including copies of any title opinions, title abstracts, ownership reports, run sheets, deeds, leases or other

document, reports or data, to the extent used in connection with Seller’s assessment of such alleged Title Benefit); and (v) the

alleged Title Benefit value of the affected Oil and Gas Asset and the computations and information upon which Seller’s belief is

based. With respect to each Oil and Gas Asset affected by a Title Benefit reported hereunder, an amount (the “Title Benefit

Value”) equal to the increase in the Allocated Value for such Oil and Gas Asset caused by such Title Benefit (calculated in

a similar manner as the determination of Title Defect Values in accordance with the terms of Section 2.4(d)(i)(D), mutatis

mutandis) will be determined and agreed to by the Parties as soon as practicable. If, with respect to a Title Benefit, the Parties

have not agreed on the amount of the Title Benefit or have not otherwise agreed on the validity of such Title Benefit, Buyer and Seller

shall have the right to elect to have such Title Benefit Value determined by a Title Consultant pursuant to and in accordance with the

provisions regarding a disputed Title Defect set forth in Section 2.4(d)(ii)(C). Notwithstanding anything to the contrary

in this Section 2.4(e), the Title Benefit Value with respect to all Title Benefits shall be used solely to offset any reductions

to the Unadjusted Purchase Price as a result of the aggregate of all Title Defect Values. For the avoidance of doubt, Title Benefit Value

shall in no event increase the Unadjusted Purchase Price.

(ii)            If

Buyer discovers any Title Benefit on or before the Title Claim Date, Buyer shall, as soon as practicable but in any case on or prior

to the Title Claim Date, deliver to Seller a notice meeting the requirements of Section 2.4(e)(i).

(f)            In

the event either Party notifies the other Party of the intention to terminate this Agreement in accordance with Section 8.1(e),

Seller or Buyer may, prior to giving effect to Section 8.1(e), as applicable, elect to submit all disputed Title Defects

and Title Defect Values to the Title Consultant in accordance with the procedures set forth in Section 2.4(d)(ii)(C); provided,

that notwithstanding anything to the contrary in Section 2.4(d)(ii)(C), such proceeding shall be solely to determine whether

the aggregate adjustments pursuant to Section 2.2(b)(ii) in respect of any disputed Title Defects and Title Defect Values

asserted by Buyer in good faith would, when taken together with all other adjustments pursuant to Section 2.2(b)(ii) for

finally determined Title Defect Values and all other adjustments pursuant to Section 2.2(b)(ii), trigger the termination

right under Section 8.1(e). For the avoidance of doubt, if Seller or Buyer elect to submit to the Title Consultant in accordance

with this Section 2.4(f), neither Party may terminate this Agreement pursuant to Section 8.1(e) until final

resolution of such arbitration unless the termination right under Section 8.1(e) would otherwise apply solely by virtue

of any undisputed Title Defect Values, together with the exclusion of any Oil and Gas Asset pursuant to Section 2.4(b) or

Section 2.4(d).

(g)            Acceptance

of Title Condition. Except as otherwise set forth in this Agreement, Buyer Represents and

warrants that it has BEEN PROVIDED OPPORTUNITY TO CONFIRM Seller’s DEFENSIBLE TITLE TO the OIL AND GAS ASSETS and upon Closing,

SUBJECT TO THE TERMS OF THIS AGREEMENT, Buyer will accept the OIL AND GAS ASSETS at Closing in the present condition, “AS IS AND

WHERE IS AND WITH ALL FAULTS.” Buyer acknowledges and agrees that, except as otherwise set forth in this Agreement or in the asset

assignments, Seller has made no representations or warranties of any kind, express or implied, written, oral or otherwise, as to the

accuracy or completeness of the background materials or any other information relating to the OIL AND GAS ASSETS furnished by or on behalf

of Seller or to be furnished to Buyer or its representatives, including Seller’s internal appraisals and interpretive data.

2.5          Closing

Payment and Transfer of Interests.

(a)            At

the Closing, each Seller shall deliver to Buyer:

(i)            assignments

evidencing the transfer, assignment and conveyance of Seller’s right, title and interest in the Acquired Assets substantially in

the form attached as Exhibit C hereto, duly and validly executed by Seller (the “Asset Assignments”) with

a Special Warranty of Title to the Acquired Assets conveyed thereby, in sufficient counterparts for recording in all applicable counties;

(ii)           executed

and acknowledged recordable releases or releases in a form reasonably acceptable to Buyer, in sufficient counterparts for recording in

all applicable jurisdictions, of Liens, in each case, securing Indebtedness for Borrowed Money, if any, and affecting the Acquired Assets;

(iii)         either

(A) a certificate meeting the requirements of Treasury Regulations Section 1.1445-2(b)(2) providing that Seller (or its

regarded owner, if Seller is disregarded as separate from its owner for U.S. federal income Tax purposes) is not a “foreign person”

within the meaning of Section 1445 of the Code, in the form and substance reasonably satisfactory to Buyer, dated as of the Closing

Date and duly executed by Seller or (B) a duly executed IRS W-9 of Seller;

(iv)         a

certificate dated as of the Closing Date duly executed by an officer of Seller regarding the satisfaction of the conditions set forth

in Sections 7.1(a) and 7.1(b), substantially in the form attached hereto as Exhibit D;

(v)          the

Registration Rights Agreement substantially in the form attached hereto as Exhibit F (the “Registration Rights Agreement”)

duly executed by Seller;

(vi)         a

joinder to the Exchange Agreement substantially in the form attached hereto as Exhibit G, dated as of the Closing Date and

duly executed by Seller;

(vii)        an

adoption agreement substantially in the form attached hereto as Exhibit H (the “Adoption Agreement”),

dated as of the Closing Date and duly executed by Seller;

(viii)        a

Joint Instruction Letter instructing the Escrow Agent to release the Cash Escrow Amount to Seller, duly executed by Seller; and

(ix)          such

other documents, instruments and writings as may be reasonably required to be delivered by Seller to Buyer at Closing to effect the transactions

contemplated by this Agreement;

(b)            At

the Closing, Buyer shall deliver to Seller:

(i)            Asset

Assignments duly and validly executed by OpCo, in sufficient counterparts for recording in all applicable counties;

(ii)           in

cash by wire transfer of immediately available funds to the account or accounts designated by Seller, an amount equal to the Adjusted

Cash Purchase Price (less the Cash Escrow Amount) as set forth in the Closing Statement.

(iii)         a

number of Opco Common Units and Class B Units equal to the number of Opco Common Units and Class B Units included in the Unadjusted

Purchase Price, issued by Opco and KRP, as applicable, and credited to Seller in book-entry form and bearing the standard Securities

Act legend applied to Opco Common Units and Class B Units, as applicable, on the books and records of the Transfer Agent;

(iv)          a

certificate dated as of the Closing Date duly executed by an officer of Buyer regarding the satisfaction of the conditions set forth

in Sections 7.2(a) and 7.2(b), substantially in the form attached hereto as Exhibit E;

(v)          the

Registration Rights Agreement duly executed by an officer of Buyer;

(vi)          a

Joint Instruction Letter instructing the Escrow Agent to release the Cash Escrow Amount to Seller, duly executed by Buyer; and

(vii)         such

other documents, instruments and writings as may be reasonably required to be delivered by Buyer to Seller at Closing to effect the transactions

contemplated by this Agreement.

2.6           Closing.

Subject to Section 8.1, the closing of the sale and transfer of the Acquired Assets to Buyer as contemplated by this Agreement

(the “Closing”) shall take place electronically through the exchange of facsimile electronic transmittal (PDF) copies

of documents via e-mail (with hard copies of such documents to be delivered as requested by each Party) on June 22, 2026 (the “Scheduled

Closing Date”), or if all conditions to the obligations of the Parties set forth in Section 7.1 and Section 7.2

to be satisfied prior to Closing have not yet been satisfied or waived on the Scheduled Closing Date, within three (3) Business

Days after such conditions have been satisfied or waived, or such other date as Buyer and Seller may mutually determine (the date on

which the Closing occurs is referred to herein as the “Closing Date”).

2.7           Escrow.

(a)            Within

one (1) Business Day after the execution and delivery of this Agreement, Buyer will pay to the Escrow Agent, by wire transfer of

immediately available funds, an earnest money deposit equal to eight percent (8%) of the Purchase Price (together with any interest or

other amounts earned on such amount, the “Cash Escrow Amount”) to be deposited in the Cash Escrow Account pursuant

to the Cash Escrow Agreement. At Closing, the Cash Escrow Amount will be applied against the Unadjusted Cash Purchase Price in accordance

with Section 2.5(b)(ii) and released to Seller. If Closing does not occur, then the Cash Escrow Amount shall be otherwise

distributed by the Escrow Agent in accordance with Section 8.3.

(b)            At

Closing, Buyer will deposit into the Cash Escrow Account any Title Defect Value related to Curable Properties and disputed Title Defects

or disputed Title Defect Values, pursuant to the Cash Escrow Agreement. No later than five (5) Business Days following the resolution

(including by resolution of the Parties) of the cure of any Title Defects affecting the Curable Properties pursuant to Section 2.4(d)(i)(B),

Buyer and Seller shall within three (3) Business Days of such resolution execute a Joint Instruction Letter instructing the Escrow

Agent to release from the Cash Escrow Amount to Seller, the Title Defect Value with respect to such Curable Properties to the extent

such Title Defect is cured during the Cure Period. No later than five (5) Business Days following the resolution (including by resolution

of the Parties) of any disputed Title Defect or Title Defect Value pursuant to Section 2.4(d)(ii)(C), as applicable, Buyer

and Seller shall within three (3) Business Days of such resolution execute a Joint Instruction Letter instructing the Escrow Agent

to release from the Cash Escrow Amount the amounts so determined to be owed to either Party with respect to such disputed matter. Only

upon final resolution of all matters for which funds were deposited into the Cash Escrow Account as a result of Title Defects asserted

by Seller, and the release to Seller of all such amounts due to Seller from the Cash Escrow Account, then, Seller and Buyer shall execute

a Joint Instruction Letter instructing the Escrow Agent to release from the Cash Escrow Account the then-remaining Title Defect Value(s),

including any attributable to a Curable Property which was not cured on or prior to the end of the Cure Period, if any, to Buyer.

of any portion of the Cash Escrow Amount shall be made only in accordance with (i) written instructions that are jointly signed

by Seller and Buyer, which instructions shall be in a form that complies with the requirements of the Cash Escrow Agreement (a “Joint

Instruction Letter”), and (ii) requirements in the Cash Escrow Agreement relating to a final order, and shall specify

the amount of the Cash Escrow Amount to be released and the Person or Persons to whom such Cash Escrow Amount shall be released.

(d)            In

the event of a conflict between the Cash Escrow Agreement and this Agreement, this Agreement shall govern. If any Party receives a release

of any portion of the Cash Escrow Amount to which it is not entitled pursuant to the terms of this Agreement, such Party shall (i) if

another Party is entitled to such Cash Escrow Amount at that time, transfer such Cash Escrow Amount to such other Party, or (ii) if

no other Party is entitled to such Cash Escrow Amount at that time, deposit such Cash Escrow Amount with the Escrow Agent.

2.8          Post-Closing

Adjustment.

(a)            Revised

Closing Statement. On or before the date that is ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller

a revised Closing Statement setting forth its assessment of (i) the final amounts described in Sections 2.2(a) and 2.2(b),

in each case as of or on the Closing Date, as applicable and (ii) all Buyer Entitlements, Buyer Obligations, Seller Entitlements

and Seller Obligations then known to Buyer (including, for the avoidance of doubt, any Buyer Entitlements, Buyer Obligations, Seller

Entitlements and Seller Obligations delivered to the other Party prior to the date of delivery of such revised Closing Statement). Buyer

shall provide to Seller such data and information as Seller may reasonably request supporting the amounts reflected on the revised Closing

Statement (and reasonable access to Buyer’s personnel, including internal accountants, during normal business hours) to permit

Seller to perform or cause to be performed an audit of the revised Closing Statement, at Seller’s expense. The revised Closing

Statement shall become final and binding upon the Parties on the date (the “Final Settlement Date”) that is thirty

(30) days following receipt thereof by Seller unless Seller gives Notice of its disagreement (“Notice of Disagreement”)

to Buyer prior to the Final Settlement Date, it being understood that the Notice of Disagreement shall not include matters contemplated

by Section 2.4. Any Notice of Disagreement shall specify in reasonable detail the Dollar amount, nature, and basis of any

disagreement so asserted. If a Notice of Disagreement is received by Buyer by the Final Settlement Date, then the Closing Statement (as

revised in accordance with Section 2.8(b) below) shall become final and binding on the Parties, and the Final Settlement

Date shall be, the earlier of (i) the date upon which Seller and Buyer agree in writing with respect to all matters specified in

the Notice of Disagreement and (ii) the date upon which the Independent Accountant’s Closing Statement (as hereinafter defined)

is issued by the Independent Accountant (as hereinafter defined).

(b)            Final

Closing Statement. During the thirty (30) days following the date upon which Buyer receives a Notice of Disagreement, Seller and

Buyer shall use commercially reasonable efforts to attempt to resolve in writing any differences that they may have with respect to all

matters specified in the Notice of Disagreement. If at the end of such thirty (30) day period (or earlier by mutual agreement), Buyer

and Seller have not reached agreement on such matters, the matters that remain in dispute (and only such matters) shall promptly be submitted

to BDO USA, LLP (the “Independent Accountant”) for review and final and binding resolution. If BDO USA, LLP is unable

or unwilling to serve as an arbitrator hereunder, then Seller and Buyer shall, in good faith, mutually agree upon an independent national

accounting firm who has not represented either Party in any material matter at any time during the two-year period of time immediately

preceding its designation hereunder, to serve as the Independent Accountant. Buyer and Seller shall, not later than seven (7) days

prior to the hearing date set by the Independent Accountant, each submit a written brief to the Independent Accountant (and a copy thereof

to the other Party on the same day) with proposed Dollar figures for settlement of the disputes as to the amount of the Cash Purchase

Price Adjustment (together with a proposed Closing Statement that reflects such figures) consistent with their respective calculations

delivered pursuant to Section 2.8(a). The hearing shall be conducted on a confidential basis. The Independent Accountant

shall consider only those items or amounts in the Closing Statement which were identified in the Notice of Disagreement and such written

briefs and which remain in dispute and the Independent Accountant’s decision resolving the matters in dispute shall be based upon

and be consistent with the terms and conditions in this Agreement. In deciding any matter, the Independent Accountant (i) shall

be bound by the provisions of this Section 2.8 and the related definitions and (ii) may not assign a value to any disputed

item greater than the greatest value for such item claimed by either Seller or Buyer or less than the smallest value for such item claimed

by Seller or Buyer in their respective calculations delivered pursuant to Section 2.8(a). The Independent Accountant shall

render a decision resolving the matters in dispute (which decision shall include a written statement of findings and conclusions) promptly

after the conclusion of the hearing, unless the Parties reach agreement prior thereto and withdraw the dispute from arbitration. The

Independent Accountant shall provide to the Parties explanations in writing of the reasons for its decisions regarding the Cash Purchase

Price Adjustment and shall issue the Final Closing Statement (as defined below) reflecting such decision, which shall set forth the Cash

Purchase Price Adjustment and the Adjusted Cash Purchase Price as determined by the Independent Accountant pursuant to this Section 2.8.

The decision of the Independent Accountant shall be (i) final and binding on the Parties and (ii) final and non-appealable

for all purposes hereunder; provided, however, that such decision may be reviewed, corrected or set aside by a court of

competent jurisdiction, but only if and to the extent that the Independent Accountant is found by such court of competent jurisdiction

to have made mathematical errors with respect to its decision or to have manifestly violated the express terms of this Section 2.8

(including the related defined terms set forth in Section 1.1). The cost of any arbitration (including the fees and expenses

of the Independent Accountant) under this Section 2.8(b) shall be borne entirely by the Party awarded the smaller percentage

of the disputed amount by the Independent Accountant. The fees and disbursements of Buyer’s independent auditors and other costs

and expenses incurred in connection with the services performed with respect to the Closing Statement shall be borne by Buyer and the

fees and disbursements of Seller’s independent auditors and other costs and expenses incurred in connection with their preparation

of the Notice of Disagreement shall be borne by Seller. As used in this Agreement, the term “Final Closing Statement”

shall mean the revised Closing Statement described in Section 2.8(a), as prepared by Buyer and as may be subsequently adjusted

to reflect any subsequent written agreement between the Parties with respect thereto, or if submitted to the Independent Accountant,

the Independent Accountant’s Closing Statement (“Independent Accountant’s Closing Statement”) as described

in this Section 2.8(b).

Settlement. If the Adjusted Cash Purchase Price set forth on the Closing Statement delivered pursuant to Section 2.3

exceeds the Adjusted Cash Purchase Price set forth on the Final Closing Statement or the Independent Accountant’s Closing Statement,

as applicable, then Seller shall pay Buyer such excess amount, together with interest thereon, from the Closing Date to (but not including)

the date on which such payment is paid, at the rate of three percent (3%) per annum calculated and payable in accordance with Section 2.8(d).

If the Adjusted Cash Purchase Price set forth on the Final Closing Statement or the Independent Accountant’s Closing Statement,

as applicable, exceeds the Adjusted Cash Purchase Price set forth on the Closing Statement delivered pursuant to Section 2.3,

then Buyer shall pay Seller such excess amount, together with interest thereon, from the Closing Date to (but not including) the date

on which such payment is paid, at the rate of three percent (3%) per annum calculated and payable in accordance with Section 2.8(d).

Any adjustments to the Adjusted Cash Purchase Price made pursuant to this Section 2.8(c) shall be paid by wire transfer

of immediately available funds to an account specified by the Party to whom such payment is owed within five (5) Business Days after

the Final Settlement Date.

(d)            Interest.

All computations of interest with respect to any payment due to a Person under this Agreement shall be based on the applicable interest

rate on the basis of a year of 365 days, in each case for the actual number of days (including the first day, but excluding the last

day) occurring in the period for which such interest is payable. Whenever any payment under this Agreement will be due on a day other

than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in

the computation of payment of interest.

2.9           Purchase

Price Allocation; Tax Treatment.

(a)            Seller

shall prepare and deliver to Buyer, within sixty (60) days after the Final Settlement Date, an allocation of the portion of the Adjusted

Cash Purchase Price, the Class B Contribution Amount, and any other items that are treated as consideration for U.S. federal Income

Tax purposes treated as paid in a taxable transaction pursuant to Section 2.9(b) among the portion of the Acquired Assets

treated as acquired in a taxable transaction pursuant to Section 2.9(b) in accordance with Section 1060 of the

Code and the Treasury Regulations promulgated thereunder (the “Allocation”). Buyer shall have twenty (20) days from

the receipt of the Allocation or any update thereto to review and comment on the Allocation. If Buyer disputes any items in the proposed

Allocation, Seller and Buyer shall use commercially reasonable efforts to agree on such Allocation within twenty (20) days after receipt

of any written changes proposed by Buyer. If Seller and Buyer are unable to agree upon such Allocation within such twenty-day period,

then any disputed items in such Allocation shall be resolved under the procedures described in Section 2.8(b), mutatis

mutandis. Once Buyer and Seller agree to the Allocation or the Allocation is determined by the Independent Accountant, as applicable,

Seller and Buyer shall report consistently with such Allocation in all Tax Returns, including IRS Form 8594, which Seller and Buyer

shall timely file with the IRS, and Seller and Buyer shall, and each shall cause each of its Affiliates to (y) report, act, and

file all Tax Returns in all respects and for all purposes consistent with the foregoing treatment, and (z) not take any position

for Tax purposes (whether in audits, Tax Returns or otherwise) that is inconsistent with the foregoing treatment, in each case, unless

required to do so by a final determination as defined in Section 1313 of the Code; provided, however, that no Party shall be unreasonably

impeded in its ability and discretion to negotiate, compromise or settle any Tax audit, claim or similar Proceedings in connection with

such Tax allocation.

(b)            Except

as the Parties may agree otherwise, cooperating in good faith, for U.S. federal Income Tax purposes (and for purposes of state and local

Income Taxes which incorporate the federal Income Tax provisions referenced in this Section 2.9(b)), each of Seller and Buyer

agree that Seller shall be treated as transferring the Acquired Assets and the Assumed Liabilities to Opco in exchange for Opco Common

Units and the Adjusted Cash Purchase Price, as applicable to each Seller, which shall be treated (a) as a contribution described

in Section 721 of the Code, with respect to the portion of the Acquired Assets transferred in exchange for Opco Common Units and

any other consideration that the Buyer and Seller mutually determine in good faith qualifies for exceptions to the “disguised sale”

rules under Section 707 of the Code and its implementing Treasury Regulations (the “Contribution”) and (b) otherwise,

as a taxable sale under Section 707(a) of the Code and its implementing Treasury Regulations. Except as the Parties may agree

otherwise, cooperating in good faith, for U.S. federal Income Tax purposes (and for purposes of state and local Income Taxes which incorporate

the federal Income Tax provisions referenced in this Section 2.9(b)), Seller and Buyer agree that each Seller receiving Class B

Units shall be treated as transferring the Class B Contribution Amount to KRP in exchange for Class B Units. Each of Seller

and Buyer shall, and shall cause each of its Affiliates to (y) report, act, and file all Tax Returns in all respects and for all

purposes consistent with the foregoing treatment, and (z) not take any position for Tax purposes (whether in audits, Tax Returns

or otherwise) that is inconsistent with the foregoing treatment, unless required to do so by a final determination as defined in Section 1313

of the Code; provided, however, that no Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise or

settle any Tax audit, claim or similar Proceedings in connection with such Tax allocation.

between the fair market value and the basis of the Acquired Assets allocable to the Contribution shall be taken into account by Opco

in the manner required by Section 704(c) of the Code using the remedial method as set forth in Treasury Regulations Section 1.704-3(d).

2.10        Payments.

(a)            Except

as set forth on Schedule 2.10(a), Buyer shall be entitled to all revenues, income, proceeds, receipts and credits attributable

to production from the Acquired Assets from and after the Effective Time (collectively, the “Buyer Entitlements”),

and shall be responsible for (and entitled to any refunds with respect to) all audit, legal, banking, reserves, payroll, land system,

general and administrative and other expenses attributable to the Acquired Assets from and after the Effective Time (the “Buyer

Obligations”). For a period of twenty-four (24) months from and after Closing, Seller shall be entitled to all revenues,

income, proceeds, receipts and credits attributable to production from the Acquired Assets prior to the Effective Time (collectively,

the “Seller Entitlements”), and shall be responsible for (and entitled to any refunds with respect to) all audit,

legal, banking, reserves, payroll, land system, general and administrative and other expenses attributable to the Acquired Assets prior

to the Effective Time (the “Seller Obligations”).

(b)            Without

duplication of any item that is accounted for in Sections 2.2, 2.4 or 2.8, if: (i) Seller or any of its Affiliates

receives any payment with respect to the Buyer Entitlements, Seller shall, or shall cause its applicable Affiliates to, promptly (but

no later than thirty (30) days after the end of the month in which Seller receives such Buyer Entitlement) remit such payment to Buyer

or its designated Affiliate; and (ii) Seller receives any invoices, bills or other requests for payment from any Third Party in

respect of the Buyer Obligations, Seller shall send such requests for payment to Buyer and Buyer shall promptly remit payment for such

request to such Third Party.

a period of twenty-four (24) months from and after Closing, and without duplication of any item that is accounted for in Sections

2.2, 2.4 or 2.8, if: (i) Buyer or any of its Affiliates receives any payment with respect to the Seller Entitlements,

Buyer shall, or shall cause its applicable Affiliates to, promptly (but no later than thirty (30) days after the end of the month in

which Buyer receives such Seller Entitlement) remit such payment to Seller or its designated Affiliate; and (ii) Buyer receives

any invoices, bills or other requests for payment from any Third Party in respect of the Seller Obligations, Buyer shall send such requests

for payment to Seller and Seller shall promptly remit, or cause its Affiliates to promptly remit, payment for such request to such Third

Party.

Article 3

Representations and Warranties Relating to Seller

Each Seller, severally and

not jointly, represents and warrants to Buyer, with respect only to each such Seller’s interest in the Acquired Assets, the following:

3.1          Organization

of Seller. Such Seller is duly formed, validly existing and in good standing under the Laws of the jurisdiction of its organization

or formation and has the requisite organizational power and authority to own, lease and otherwise hold its assets and to conduct its

business as it is now being conducted.

3.2           Authorization;

Enforceability. Such Seller has full capacity, power and authority to execute and deliver this Agreement and the other Transaction

Documents to which such Seller is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated

hereby and thereby. The execution, delivery and performance of this Agreement and the other Transaction Documents to which such Seller

is a party, the performance of the transactions contemplated hereby and thereby and the consummation of the transactions contemplated

hereby and thereby, have been duly and validly authorized on the part of such Seller, and no other proceeding on the part of such Seller

is necessary to authorize this Agreement and the other Transaction Documents to which such Seller is a party or the performance of the

transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by such Seller, and this

Agreement constitutes a valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, subject

to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights

generally and subject, as to enforceability, to general principles of equity. Each other Transaction Document to which such Seller is

a party has been or shall be duly and validly executed and delivered by such Seller, and each such other Transaction Document constitutes

or shall constitute a valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, subject

to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights

generally and subject, as to enforceability, to general principles of equity.

3.3           No

Conflict; Consents. Except (i) as set forth in Schedule 3.3 or (ii) with respect to clauses (a), (c),

(d) or (e) below, in any material respect, the execution, delivery and performance by such Seller of this Agreement

and the other Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated hereby and

thereby do not and shall not:

(a)            violate

any Law applicable to such Seller or require any filing with, consent, waiver, approval, order or authorization of, or declaration, filing

or registration with, or notice to, any Governmental Authority, except for Customary Post-Closing Consents;

(b)            conflict

with or violate any Organizational Document of such Seller;

any filing with, or the giving of any notice to, any Person;

(d)            require

any consent or approval of any Person; or

(e)            conflict

with or result in any violation of, cause a breach of any provision of or constitute a default (with or without the giving of notice,

the passage of time or both) under, or give rise (with or without the giving of notice or the passage of time or both) to the termination,

amendment, cancellation or acceleration of any obligation (or the right of any Person to so terminate, amend, cancel or accelerate) or

the loss of a benefit or in increased, additional, accelerated or guaranteed rights or entitlements of any Person, or create any obligation

to make a payment to any other Person, or result in the creation of a Lien (other than Permitted Encumbrances) on the Acquired Assets,

in each case under the terms, conditions or provisions of any Contract to which such Seller is a party or by which Seller or the Acquired

Assets may be bound.

3.4           Litigation.

As of the Execution Date, there are no Proceedings pending or, to the Knowledge of such Seller, threatened, in which Seller is or may

be a party affecting the execution and delivery by such Seller of this Agreement or the other Transaction Documents to which such Seller

is a party or the consummation of the transactions contemplated hereby or thereby.

3.5           Brokers’

Fees. Neither such Seller nor any of its Affiliates has entered into any Contract with any Person regarding any obligation or

liability, contingent or otherwise, for any broker’s fee, finder’s fee or other commission or similar fee in connection with

the transactions contemplated by this Agreement for which Buyer will have any responsibility whatsoever.

3.6          Securities

Law Compliance.

(a)            Such

Seller is an accredited investor as defined in Regulation D under the Securities Act. Such Seller (a) is acquiring the Opco Common

Units and the Class B Units for its own account and not with a view to distribution, (b) has sufficient knowledge and experience

in financial and business matters so as to be able to evaluate the merits and risk of an investment in the Opco Common Units and the

Class B Units and is able financially to bear the risks thereof, and (c) understands that the Opco Common Units and the Class B

Units will, upon issuance, be characterized as “restricted securities” under state and federal securities Laws and that under

such Laws and applicable regulations the Common Units may be resold without registration under such Laws only in certain limited circumstances.

(b)            Such

Seller has experience in analyzing and investing in companies similar to Buyer and is capable of evaluating the merits and risks of its

decisions with respect to such matters and has the capacity to protect its own interests.

the extent necessary, such Seller has retained and relied upon appropriate professional advice regarding the investment, tax and legal

merits and consequences of such matters.

(d)            Such

Seller has had an opportunity to discuss the Buyer’s business, management and financial affairs with the members of the Buyer’s

management and has had an opportunity to ask questions of the officers and other representatives of Buyer, which questions were answered

to its satisfaction.

Article 4

Representations and Warranties Relating to the Acquired Assets

Each Seller, severally and

not jointly, represents and warrants to Buyer, with respect only to each such Seller’s interest in the Acquired Assets, the following:

4.1           Litigation.

Except as set forth on Schedule 4.1, as of the Execution Date no Acquired Asset (a) is subject to any outstanding Order,

(b) is subject to a Proceeding or (c) to the Knowledge of such Seller, is subject to any written threat of any Proceeding.

4.2          Financial

Statements.

(a)            Schedule

4.2(a) sets forth true and complete copies of the statements of revenues and direct operating expenses pertaining to the Acquired

Assets, including all notes and schedules thereto, for the periods described therein (the “Asset Statements”). Except

as set forth on Schedule 4.2(a), such Asset Statements have been prepared from the books and records of such Seller in accordance

with GAAP applied on a consistent basis throughout the periods covered thereby (except as otherwise stated in the footnotes or the audit

opinions related thereto, to the extent applicable to the relevant Asset Statement) and present fairly in accordance with GAAP, in all

material respects, the revenues and direct operating expenses pertaining to such Acquired Assets for the periods described therein.

(b)            Since

January 1, 2025, such Seller has not effected any change in any method of accounting or accounting practice, except for any such

change required because of a concurrent change in GAAP.

4.3          Taxes.

(a)            (i) Subject

to valid extensions, all material Tax Returns required to be filed by such Seller with respect to Asset Taxes prior to the date hereof

have been timely filed, and all such Tax Returns are true, correct and complete in all material respects, (ii) all material Asset

Taxes owed by such Seller prior to the date hereof, whether or not shown or reported on any Tax Return, have been timely paid, (iii) there

are no Liens (other than Permitted Encumbrances) on any of the Acquired Assets that arose in connection with any failure to pay any Tax

and (iv) there is no material claim pending or threatened in writing by any Governmental Authority in connection with any Asset

Tax or any Tax Return described in clause (i) or (ii).

(b)            There

is no audit, administrative, judicial or other proceeding by any Governmental Authority with respect to Asset Taxes that has been commenced

or is presently pending.

is not currently in effect any extension or waiver of any statute of limitations of any jurisdiction regarding the assessment or collection

of any Asset Taxes with respect to the Acquired Assets.

(d)            No

claim has ever been made against such Seller by a taxing authority in a jurisdiction where such Seller does not file Tax Returns with

respect to Asset Taxes that such Seller or the Acquired Assets is or may be subject to Asset Taxes assessed by such jurisdiction.

(e)            No

private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement by or with any Governmental

Authority is binding on or has been requested with respect to the Asset Taxes.

(f)            Such

Seller either (A) is not and will not become, for U.S. federal income tax purposes, a partnership, Subchapter S corporation, grantor

trust, or any entity that is disregarded as separate from any of the foregoing (each such entity, a “Flow-Through Entity”)

or (B) if such Seller is or becomes a Flow-Through Entity, then it is not and will not be a principal purpose of the arrangement

involving the Flow-Through Entity’s beneficial interest in any partnership interest in Opco to permit any entity to satisfy the

100-partner limitation of Treasury Regulations Section 1.7704-1(h)(1)(ii).

(g)            None

of the Acquired Assets is subject to any tax partnership agreement or is otherwise treated, or required to be treated, as held in an

arrangement requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code or any similar

state statute, and no transfer of any part of the Acquired Assets pursuant to this Agreement will be treated as a transfer of an interest

or interests in any partnership for U.S. federal income tax purposes.

4.4          Contracts.

(a)            As

of the date hereof, Schedule 4.4(a) includes a list of each Seller Material Contract. “Seller Material Contract”

means any of the following Contracts to which such Seller is a party by which it is bound in connection with the Acquired Assets or by

which any of its respective Acquired Assets are bound or subject:

(i)            Contracts

involving obligations of, or payments to or from, such Seller after the date hereof, individually or in the aggregate, in excess of one

hundred thousand Dollars ($100,000);

(ii)           Contracts

(other than the Confidentiality Agreement) restricting, in any material respect, such Seller from freely engaging in any business or

competing anywhere;

(iii)          Contracts

evidencing Indebtedness for Borrowed Money;

(iv)          Contracts

guaranteeing any obligation of another Person;

(v)          Contracts

between such Seller, on the one hand, and any Affiliate of such Seller or any officer, director, manager or employee of Seller, or any

Affiliate of such Seller, or any immediate family member of any such individual, on the other hand, affecting or relating to the Acquired

Assets;

(vi)         Contracts

containing “tag-along” or similar rights allowing a Third Party to participate in future sales of any of the Acquired Assets;

(vii)         Contracts

for any Hedging Transactions that will remain outstanding after Closing;

(viii)        Any

agreement of indemnification, surety or guarantee by such Seller on behalf of another Person or the assumption of any environmental or

other liability of any Person;

(ix)          Contracts

to sell, exchange or otherwise dispose of all or any part of the Acquired Assets on or after the Effective Time; and

(x)          Any

production sharing agreements, farmout, farmin, development and operating agreements, to the extent in such Seller’s possession

or control.

(b)            Each

Seller Material Contract constitutes the legal, valid and binding obligation of such Seller, on the one hand, and, to the Knowledge of

such Seller, the counterparties thereto, on the other hand, and is enforceable in accordance with its terms, subject to applicable bankruptcy,

insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject,

as to enforceability, to general principles of equity. Such Seller is not in material breach or default of its obligations under any

of the Seller Material Contracts. To the Knowledge of such Seller, (i) no material breach or material default by any Third Party

exists under any Seller Material Contract and (ii) no counterparty to any Seller Material Contract has canceled, terminated or modified,

or threatened in writing to cancel, terminate or modify, any Seller Material Contract. Prior to the execution of this Agreement, true,

correct and complete copies of all Seller Material Contracts and all amendments thereto have been made available to Buyer.

4.5           Environmental

Matters.

(a)            To

such Seller’s Knowledge, the operations of such Seller in respect of the Acquired Assets are in material compliance with applicable

Environmental Laws, which compliance includes the possession and maintenance of, and compliance with, all material permits required under

all Environmental Laws, and have been for the preceding five (5) years or shorter period of ownership, as applicable.

(b)            To

such Seller’s Knowledge, there are no environmental conditions that could reasonably be expected to form the basis for the assertion

of any material claim, material investigative, remedial or corrective obligations or other material liabilities against any Acquired

Assets or related to such Seller’s ownership of the Acquired Assets under any Environmental Law, including OPA90, CERCLA or any

similar applicable Law with respect to any on-site or off-site location.

Seller nor the Acquired Assets have received any written notice from a Governmental Authority or Third Party that remains unresolved

alleging a material violation of or material non-compliance with any Environmental Law or any material permit issued pursuant to Environmental

Law.

(d)            Neither

such Seller nor the Acquired Assets are subject to any pending, or to the Knowledge of such Seller, threatened in writing Proceeding

under or related to any Environmental Law (including any such Proceeding related to designation as a potentially responsible party under

CERCLA or any similar local or state law).

(e)            All

material permits, permit exemptions, licenses or similar authorizations, if any, required to be obtained or filed by any of Seller or

the Acquired Assets, as applicable, under any Environmental Law in connection with its current assets, operations and business have been

duly obtained or filed, to such Seller’s Knowledge are valid and currently in effect, and to such Seller’s Knowledge each

of such Seller or the Acquired Assets are in material compliance with such authorizations.

(f)            To

such Seller’s Knowledge, there has been no release of any Constituents of Concern into the Environment in, on or under any Acquired

Assets that, with notice or the passage of time or both, could reasonably be expected to result in a material liability pursuant to Environmental

Law.

4.6          Compliance

with Laws. To such Seller’s Knowledge, such Seller is and has been for the period of Seller’s ownership of the Acquired

Assets, in compliance in all material respects with all applicable Laws. Such Seller has not received a written notice of a material

violation of any Law that is applicable to the Acquired Assets and that has not been (or will be prior to Closing) corrected or settled.

Notwithstanding any provision in this Section 4.6 (or any other provision of this Agreement) to the contrary, Section 4.3

and Section 4.5 shall be such Seller’s exclusive representations and warranties with respect to Taxes and environmental

matters, respectively, as well as to related matters, and such Seller makes no other representations or warranties with respect to such

matters, including under this Section 4.6.

4.7          Special

Warranty. Except for Permitted Encumbrances, such Seller represents and warrants that such Seller owns Defensible Title to the

Oil and Gas Assets solely against any Person lawfully claiming or to claim the same or any part thereof, by, through or under such Seller

or any of its respective Affiliates, but not otherwise (the representation set forth in this Section 4.7, the “Special

Warranty of Title”).

4.8          Consents

and Preferential Rights. Except for Customary Post-Closing Consents or as set forth on Schedule 4.8, (a) there are

no Consents that are required to be obtained, made or complied with in connection with the sale of the Acquired Assets and (b) there

are no Preferential Rights applicable to the sale of the Acquired Assets.

4.9          No

Cost-Bearing Interests. The Acquired Assets do not include any unleased mineral interest where such Seller has agreed to, or

Buyer will have to, bear a share of drilling or operating costs as a participating mineral owner from and after the Effective Time.

4.10        Bankruptcy.

There are no bankruptcy, reorganization, receivership or arrangement proceedings pending, being contemplated by or, to such Seller’s

Knowledge, threatened against such Seller.

Article 5

Representations and Warranties Relating to Buyer

Buyer hereby represents and

warrants to Seller:

5.1          Organization

of Buyer. KRP is a limited partnership and Opco is a limited liability company, in each case, duly formed, validly existing,

and in good standing under the Laws of the jurisdiction of its formation and has the requisite organizational power and authority to

own the Buyer Assets and to conduct its business as it is now being conducted. Buyer is duly licensed or qualified in each jurisdiction

in which the ownership of the Buyer Assets or the character of its activities is such as to require it to be so licensed or qualified,

except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a

Buyer Material Adverse Effect. Buyer has made available to Seller complete and correct copies of all Organizational Documents of Buyer,

including any amendments thereto, and such Organizational Documents are in full force and effect.

5.2          Authorization;

Enforceability. Buyer has all requisite capacity, power and authority to execute and deliver this Agreement and the other Transaction

Documents to which Buyer is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated

hereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents to which Buyer is a party, the performance

of the transactions contemplated hereby and thereby and the consummation of the transactions contemplated hereby and thereby have been

duly and validly authorized on the part of Buyer, and no other proceeding on the part of Buyer is necessary to authorize this Agreement

and the other Transaction Documents to which Buyer is a party or the performance of the transactions contemplated hereby or thereby.

This Agreement has been duly and validly executed and delivered by Buyer, and this Agreement constitutes a valid and binding obligation

of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,

reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general

principles of equity. Each other Transaction Document to which Buyer is a party has been or shall be duly and validly executed and delivered

by Buyer, and each such other Transaction Document constitutes or shall constitute a valid and binding obligation of Buyer, enforceable

against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium

and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

5.3           No

Conflict; Consents. Buyer is in material compliance with the terms and conditions of its Organizational Documents. Except as

set forth in Schedule 5.3 or as would not reasonably be expected to prevent, impede, or materially delay the ability of Buyer

to enter into and perform its obligations under this Agreement, the execution and delivery by Buyer of this Agreement and the other Transaction

Documents to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby by Buyer do not and shall

not:

(a)            violate

any Law applicable to Buyer or require any filing with, consent, waiver, approval, order or authorization of, or declaration, filing

or registration with, or notice to, any Governmental Authority;

(b)            conflict

with or violate any Organizational Document of Buyer;

any filing with, or the giving of any notice to, any Person;

(d)            require

any consent or approval of any Person; or

(e)            conflict

with or result in any violation of, cause a breach of any provision of, or constitute a default (with or without the giving of notice,

the passage of time or both) under, or give rise (with or without the giving of notice, the passage of time or both) to the termination,

amendment, cancellation or acceleration of any obligation (or the right of any Person to so terminate, amend, cancel or accelerate) or

the loss of a benefit or in increased, additional, accelerated or guaranteed rights or entitlements of any Person, or create any obligation

to make a payment to any other Person, or result in the creation of a Lien on any assets of Buyer, in each case under the terms, conditions

or provisions of any Contract to which Buyer is a party or by which Buyer may be bound.

5.4           Capitalization.

(a)            As

of May 1, 2026, the issued and outstanding partnership interests of KRP consist of 98,652,268 Common Units, 9,122,322 Class B

Units and 162,500 Series A Cumulative Convertible Preferred Units. No other class or series of partnership interests of KRP is issued

or outstanding. The Common Units and Class B Units are duly authorized, validly issued, and fully paid (to the extent required under

the Partnership Agreement), non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of

the DRULPA) and free of preemptive rights (except as set forth in the Partnership Agreement or disclosed in KRP’s SEC Documents).

The Common Units and Class B Units were issued in compliance with applicable Laws. Except as set forth in the Partnership Agreement

or disclosed in KRP’s SEC Documents, Buyer does not have outstanding unitholder purchase rights, a “poison pill”

or any similar arrangement in effect.

(b)            As

of the close of business on the Execution Date, Schedule 5.4(b) sets forth with respect to each subsidiary of KRP (including

Opco) (i) a complete listing of all equity interests of each subsidiary of KRP that are outstanding, by par value, class and designated

series, as applicable, (ii) the number of equity interests of each subsidiary that are reserved for issuance under any agreement,

whether written or otherwise and (iii) the number of equity interests held as treasury interests by each subsidiary. All issued

and outstanding equity interests of each subsidiary of KRP are duly authorized, validly issued, and fully paid (to the extent required

by the applicable Organizational Documents), non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607

and 17-804 of the Delaware Revised Uniform Limited Partnership Act or Sections 18-607 and 18-804 of the Delaware Limited Liability Company

Act) and free of preemptive rights (except as set forth in the applicable Organizational Documents). Except as set forth in the applicable

Organizational Documents of such Person, no subsidiary of Buyer is subject to any equityholder purchase rights, a poison pill or any

similar arrangement.

as disclosed in KRP’s SEC Documents, (i) there are no outstanding securities of Buyer convertible into, exchangeable or exercisable

for partnership interests or other equity interests of Buyer, (ii) authorized or outstanding options, preemptive rights, redemption

rights, repurchase rights, warrants or other rights to purchase or acquire from Buyer, or obligations of Buyer to issue or sell, any

partnership interests or other equity interests, including securities convertible into or exchangeable for partnership interests or other

equity interests of Buyer, (iii) equity equivalents, interests in the ownership or earnings, or other similar rights of or with

respect to Buyer, (iv) authorized or outstanding bonds, debentures, notes or other indebtedness that entitles the holders to vote

(or convertible or exercisable for or exchangeable into securities that entitle the holders to vote) with holders of KRP’s Common

Units or Opco Common Units on any matter or (v) voting trust agreements or other Contracts restricting or otherwise relating to

voting, dividend rights or disposition of the partnership interests or other equity interests of Buyer.

(d)            The

Class B Units issued pursuant to this Agreement will be duly authorized by KRP prior to the Closing Date, and when issued and delivered

in accordance with the terms of this Agreement, will be validly issued and fully paid (to the extent required under the Partnership Agreement),

non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the DRULPA) and free of preemptive

rights (except as set forth in the Partnership Agreement or disclosed in KRP’s SEC Documents) and any and all Liens and restrictions

on transfer, other than restrictions on transfer disclosed in KRP’s SEC Documents, under this Agreement, the Partnership Agreement

or applicable state and federal securities Laws.

(e)            As

of the Execution Date, the issued and outstanding limited liability company interests of Opco consist of 107,774,590 Opco Common Units

and 162,500 Series A Cumulative Convertible Preferred Units of Opco. No other class or series of limited liability company interests

of Opco is issued or outstanding. All issued and outstanding limited liability company interests of Opco are duly authorized, validly

issued and fully paid (to the extent required by the Opco Agreement), non-assessable (except as such non-assessability may be affected

by Sections 18-607 and 18-804 of the DLLCA) and free of preemptive rights (except as set forth in the Opco Agreement or disclosed in

KRP’s SEC Documents). The Opco Common Units issued pursuant to this Agreement will be duly authorized by Opco prior to the Closing

Date, and when issued and delivered to each applicable Seller in accordance with the terms of this Agreement, will be validly issued

and fully paid (to the extent required under the Opco Agreement), non-assessable (except as such non-assessability may be affected by

Sections 18-607 and 18-804 of the DLLCA) and free of preemptive rights (except as set forth in the Opco Agreement or disclosed in KRP’s

SEC Documents) and any and all Liens and restrictions on transfer, other than restrictions on transfer disclosed in KRP’s SEC Documents,

under this Agreement, the Opco Agreement or applicable state and federal securities Laws.

(f)            The

Common Units issuable upon exchange of the Opco Common Units and Class B Units issued hereunder will be duly authorized by KRP prior

to such issuance, and when issued and delivered to each applicable Seller in accordance with the terms of the Exchange Agreement, will

be validly issued and fully paid (to the extent required under the Partnership Agreement), non-assessable (except as such non-assessability

may be affected by Sections 17-303, 17-607 and 17-804 of the DRULPA) and free of preemptive rights (except as set forth in the Partnership

Agreement or disclosed in KRP’s SEC Documents) and any and all Liens and restrictions on transfer, other than restrictions on transfer

disclosed in KRP’s SEC Documents, under this Agreement, the Partnership Agreement or applicable state and federal securities Laws.

5.5          No

Integration. Neither KRP nor any of its Affiliates have, directly or indirectly through any agent, sold, offered for sale or

solicited offers to buy in respect of, any “security” (as defined in the Securities Act) that is or will be integrated with

the sale of the Common Units hereunder in a manner that would require registration under the Securities Act.

5.6          No

Stabilization. Neither KRP nor any of its Affiliates has taken, directly or indirectly, any action designed to, or that has constituted

or that could reasonably be expected to, cause or result in the artificial stabilization or manipulation of the price of any security

of KRP or to facilitate the sale or resale of its securities.

5.7           Litigation.

Except as set forth on Schedule 5.7, as of the Execution Date none of Buyer or any Buyer Asset (a) is subject to any outstanding

Order, (b) is a party to a Proceeding or (c) to the Knowledge of Buyer, has been threatened in writing with any Proceeding.

5.8           Financial

Statements. KRP has timely filed or furnished with the Securities and Exchange Commission (the “Commission”)

all reports, schedules, forms, statements, and other documents (including exhibits and other information incorporated therein) required

to be filed or furnished by it since December 31, 2025 under the Securities Act or the Exchange Act (all such documents, collectively,

the “SEC Documents”). The SEC Documents, including any audited or unaudited financial statements and any notes thereto

or schedules included therein (the “Buyer Financial Statements”), at the time filed or furnished (except to the extent

amended or superseded by a subsequently filed or furnished SEC Document filed or furnished prior to the Execution Date) (a) did

not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order

to make the statements therein (in the light of the circumstances under which they were made) not misleading, (b) complied in all

material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable and (c) complied as

to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission

with respect thereto. The Buyer Financial Statements were prepared from the books and records of Buyer in accordance with GAAP applied

on a consistent basis during the periods covered thereby (except as may be indicated in the notes thereto or the omission of notes to

the extent permitted by Regulation S-K or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and

subject, in the case of interim financial statements, to normal year-end adjustments, and present fairly in accordance with GAAP, in

all material respects, the financial position and the results of operations of Buyer as of, and for the periods ended on, such applicable

dates. The other financial information of Buyer, including non-GAAP financial measures, if any, contained or incorporated by reference

in the SEC Documents has been derived from the accounting records of Buyer, and fairly presents in all material respects the information

purported to be shown thereby. Nothing has come to the attention of Buyer that has caused it to believe that the statistical and market-related

data included in the SEC Documents is not based on or derived from sources that are reliable and accurate in all material respects as

of the date on which the applicable SEC Documents were filed. Based on an annual evaluation of disclosure controls and procedures, Buyer

is not aware of (i) any significant deficiency or material weakness in the design or operation of internal controls over financial

reporting that are likely to adversely affect its ability to record, process, summarize and report financial data or (ii) any fraud,

whether or not material, that involves management or other employees who have a significant role in the internal controls over financial

reporting of Buyer. Buyer does not have any liabilities of any kind, whether accrued, contingent, absolute, determined, determinable

or otherwise, that would be required to be reflected on a balance sheet prepared in accordance with GAAP, other than: (A) liabilities

adequately provided for, reflected or reserved on the Buyer Financial Statements, (B) liabilities that have arisen after March 31,

2026 in the Ordinary Course or (C) liabilities that, individually or in the aggregate, have not had, or would not reasonably be

expected to have, a Buyer Material Adverse Effect.

5.9           Independent

Registered Public Accounting Firm. Grant Thornton LLP, which has audited the financial statements of KRP and its consolidated

subsidiaries and delivered its report with respect to the audited consolidated financial statements contained or incorporated by reference

in the SEC Documents, is an independent registered public accounting firm with respect to KRP within the meaning of the Securities Act

and the applicable rules and regulations thereunder adopted by the Commission and the Public Company Accounting Oversight Board

(United States). Grant Thornton LLP has not resigned or been dismissed as independent registered public accountants of KRP as a result

of or in connection with any disagreement with KRP on any matter of accounting principles or practices, financial statement disclosure

or auditing scope or procedures.

5.10         Controls

and Procedures; Listing.

(a)            KRP

has established and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed

to give reasonable assurance that information relating to Buyer required to be disclosed in the SEC Documents is recorded, summarized

and reported within the time periods specified by the Commission and that such information is communicated to KRP’s management.

(b)            The

Common Units are listed on the New York Stock Exchange, and KRP has not received any notice of delisting. KRP has taken no action that

is designed to terminate the registration of the Common Units under the Exchange Act.

5.11        Contracts.

Buyer is not a party to, and no Buyer Assets are bound by or subject to, any Contract containing (a) any material restriction on

Buyer or its Affiliates from freely engaging in any business or competing anywhere or (b) any material standstill restriction or

similar restriction on Buyer or its Affiliates from acquiring equity or voting securities of a Third Party, in each case that is or will

be binding upon Seller or any of their respective Affiliates as a result of being Affiliated with Buyer or by virtue of owning the Opco

Common Units or Class B Units issued hereunder.

5.12        Absence

of Certain Changes. Since January 1, 2026, except as disclosed in the SEC Documents, (a) there has not been any circumstance,

change or effect that, individually or in the aggregate, has had, or would reasonably be expected to have, a Buyer Material Adverse Effect

and (b) except as set forth in Schedule 5.12(b), Buyer has not taken or permitted to occur any of the actions referred to

in Section 6.2(b).

5.13        Taxes.

(a)            (i) Subject

to valid extensions, all material Tax Returns required to be filed by Buyer or any of their subsidiaries have been timely filed, and

all such Tax Returns are true, correct and complete in all material respects, (ii) all material Taxes owed by Buyer or any of its

subsidiaries, whether or not shown or reported on any Tax Return, have been timely paid, and (iii) there is no material claim pending

or threatened in writing by any Governmental Authority in connection with any Tax or any Tax Return described in clause (i) or (ii).

(b)            There

is no audit, administrative, judicial or other proceeding by any Governmental Authority with respect to Taxes with respect to Buyer or

any of their subsidiaries that has been commenced or is presently pending.

is not currently in effect any extension or waiver of any statute of limitations of any jurisdiction regarding the assessment or collection

of any Taxes of Buyer or any of their subsidiaries.

(d)            No

claim has ever been made against Buyer by a taxing authority in a jurisdiction where Buyer or any of their subsidiaries does not file

Tax Returns that Buyer or any of its subsidiaries is or may be subject to Taxes assessed by such jurisdiction.

(e)            No

private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement by or with any Governmental

Authority is binding on or has been requested with respect to Buyer or any of their subsidiaries.

(f)            Opco

is properly classified as a partnership for U.S. federal Income Tax purposes, and has never been classified as an association taxable

as a corporation.

5.14         Environmental

Matters.

(a)            To

Buyer’s Knowledge, Buyer and Buyer’s ownership of the Buyer Assets are in material compliance with applicable Environmental

Laws, which compliance includes the possession and maintenance of, and compliance with, all material permits required under all Environmental

Laws, and have been for the preceding five (5) years or shorter period of ownership, as applicable.

(b)            To

Buyer’s Knowledge, there are no environmental conditions that could reasonably be expected to form the basis for the assertion

of any material claim, material investigative, remedial or corrective obligations or other material liabilities against Buyer or any

Buyer Asset under any Environmental Law, including OPA90, CERCLA or any similar applicable Law with respect to any on-site or off-site

location.

of Buyer or the Buyer Assets have received any written notice from a Governmental Authority or Third Party that remains unresolved alleging

a material violation of or material non-compliance with any Environmental Law or any material permit issued pursuant to Environmental

Law.

(d)            None

of Buyer or the Buyer Assets are subject to any pending, or to the Knowledge of Buyer, threatened in writing Proceeding under or related

to any Environmental Law (including any such Proceeding related to designation as a potentially responsible party under CERCLA or any

similar local or state law).

(e)            All

material permits, permit exemptions, licenses or similar authorizations, if any, required to be obtained or filed by any of Buyer or

the Buyer Assets, as applicable, under any Environmental Law in connection with its current assets, operations and business have been

duly obtained or filed, to Buyer’s Knowledge are valid and currently in effect, and to Buyer’s Knowledge each of Buyer and

the Buyer Assets are in material compliance with such authorizations.

(f)            To

Buyer’s Knowledge, there has been no release of any Constituents of Concern into the Environment in, on or under any Buyer Asset

that, with notice or the passage of time or both, could reasonably be expected to result in a material liability pursuant to Environmental

Law.

5.15         Form S-3

Eligibility. As of the date of this Agreement KRP is, and as of the Closing Date KRP will be, eligible to register for resale

by Seller under Form S-3 promulgated under the Securities Act the Common Units issuable upon exchange of the Opco Common Units and

the Class B Units to be issued hereunder.

5.16        Brokers’

Fees. Buyer and their Affiliates have not entered into any Contract with any Person that would require the payment by Seller

or its Affiliates of any brokerage fee, finders’ fee, or other commission in connection with the transactions contemplated by this

Agreement.

5.17        Distribution

Restrictions. Neither Buyer nor any of their subsidiaries is currently prohibited, or as a result of the transactions contemplated

by this Agreement, will be prohibited, directly or indirectly, from making distributions with respect to its equity securities, from

repaying to Buyer or any of their subsidiaries any loans or advances or from transferring any property or assets to Buyer or any of their

subsidiaries, except (a) such prohibitions mandated by the laws of Buyer’s and each of their subsidiaries’ state of

formation and the terms of Buyer’s and each of their subsidiaries’ Organizational Documents and prohibitions contained in

the Second Amended and Restated Credit Agreement, dated as of December 16, 2025, by and among Kimbell Royalty Partners, LP, each

of the guarantors party thereto, the several lenders from time to time parties thereto and Citibank, N.A., as administrative agent (the

“Buyer Credit Agreement”), (b) where such prohibition would not have a Buyer Material Adverse Effect and (c) as

set forth in Schedule 5.17.

5.18         Exemptions

from Securities Laws. Provided that the representations made by Seller in Section 3.6 of this Agreement are true

and accurate on the Closing Date, the issuance of Opco Common Units and Class B Units to Seller in accordance with the terms of

this Agreement will be exempt from the registration requirements of the Securities Act, and no document will be required to be filed,

no proceeding will be required to be taken and no permit, approval, consent or authorization will be required to be obtained by Buyer

under the Securities Act in connection with such issuance.

5.19        Sarbanes-Oxley.

KRP and, to Buyer’s Knowledge, the directors or officers of KRP’s general partner, in their capacities as such, are in compliance

in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated

in connection therewith.

5.20        Investment

Company Status. Neither KRP nor any of its subsidiaries (including Opco) is, and immediately after the purchase of the Acquired

Assets hereunder, neither KRP nor any of its subsidiaries will be, an “investment company” or an entity “controlled”

by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.

5.21        BUYER’S

INDEPENDENT INVESTIGATION; DISCLAIMER. BUYER AND ITS REPRESENTATIVES HAVE UNDERTAKEN AN INDEPENDENT INVESTIGATION AND VERIFICATION

OF THE ACQUIRED ASSETS AND THE BUSINESS, OPERATIONS AND FINANCIAL CONDITION OF THE ACQUIRED ASSETS. BUYER IS (OR ITS ADVISORS ARE) EXPERIENCED

AND KNOWLEDGEABLE IN THE OIL AND GAS BUSINESS AND AWARE OF THE RISKS OF THAT BUSINESS. IN ENTERING INTO THIS AGREEMENT, BUYER HAS RELIED

UPON ITS OWN INVESTIGATION AND ANALYSIS AND THE SPECIFIC REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN ARTICLE 3

AND ARTICLE 4 OF THIS AGREEMENT, AND BUYER:

(a)            ACKNOWLEDGES

AND AGREES THAT IT HAS NOT BEEN INDUCED BY AND HAS NOT RELIED UPON ANY REPRESENTATIONS, WARRANTIES OR STATEMENTS, WHETHER EXPRESS OR

IMPLIED, MADE BY SELLER OR ITS DIRECTORS, OFFICERS, EQUITY HOLDERS, EMPLOYEES, AFFILIATES, CONTROLLING PERSONS, AGENTS, ADVISORS OR REPRESENTATIVES

THAT ARE NOT EXPRESSLY SET FORTH IN ARTICLE 3 AND ARTICLE 4 OF THIS AGREEMENT, WHETHER OR NOT ANY SUCH REPRESENTATIONS,

WARRANTIES OR STATEMENTS WERE MADE IN WRITING OR ORALLY;

(b)            ACKNOWLEDGES

AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN ARTICLE 3 AND ARTICLE 4

OF THIS AGREEMENT, NONE OF SELLER OR ITS RESPECTIVE DIRECTORS, OFFICERS, EQUITY HOLDERS, EMPLOYEES, AFFILIATES, CONTROLLING PERSONS,

AGENTS, ADVISORS OR REPRESENTATIVES MAKES OR HAS MADE, AND EACH SUCH PERSON DISCLAIMS, ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS

OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO BUYER OR ITS DIRECTORS, OFFICERS,

EMPLOYEES, AFFILIATES, CONTROLLING PERSONS, AGENTS OR REPRESENTATIVES, INCLUDING ANY INFORMATION, DOCUMENT OR MATERIAL PROVIDED

OR MADE AVAILABLE, OR STATEMENTS MADE, TO BUYER (INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, CONTROLLING PERSONS, ADVISORS,

AGENTS OR REPRESENTATIVES) IN DATA ROOMS, MANAGEMENT PRESENTATIONS OR SUPPLEMENTAL DUE DILIGENCE INFORMATION PROVIDED TO BUYER (INCLUDING

ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, CONTROLLING PERSONS, ADVISORS, AGENTS OR REPRESENTATIVES) IN CONNECTION WITH DISCUSSIONS

OR ACCESS TO MANAGEMENT OF SELLER OR ANY OF ITS AFFILIATES OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED

BY THIS AGREEMENT (COLLECTIVELY, “DUE DILIGENCE INFORMATION”). SOLELY TO THE EXTENT SUCH INFORMATION IS NOT THE EXPRESS

SUBJECT MATTER OF THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN, BUYER HAS NOT RELIED ON SUCH INFORMATION FOR PURPOSES OF ENTERING

INTO THIS AGREEMENT AND SELLER AND ITS RESPECTIVE DIRECTORS, OFFICERS, DIRECT AND INDIRECT EQUITY HOLDERS, EMPLOYEES, AFFILIATES, CONTROLLING

PERSONS, AGENTS, ADVISORS AND REPRESENTATIVES SHALL HAVE NO RESPONSIBILITY FOR ANY FAILURE OF SUCH DUE DILIGENCE INFORMATION TO BE TRUE

OR CORRECT; AND

AND AGREES THAT (i) THE DUE DILIGENCE INFORMATION INCLUDES CERTAIN PROJECTIONS, ESTIMATES AND OTHER FORECASTS, AND CERTAIN BUSINESS

PLAN INFORMATION, (ii) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS, ESTIMATES AND OTHER FORECASTS AND

PLANS AND BUYER IS FAMILIAR WITH SUCH UNCERTAINTIES AND (iii) SUBJECT TO THE REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH

HEREIN, BUYER IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ALL PROJECTIONS, ESTIMATES

AND OTHER FORECASTS AND PLANS SO FURNISHED TO IT AND ANY USE OF OR RELIANCE BY BUYER ON SUCH PROJECTIONS, ESTIMATES AND OTHER FORECASTS

AND PLANS SHALL BE AT ITS SOLE RISK.

Article 6

Covenants

6.1           Conduct

of Seller’s Business.

(a)            Operations

before Closing. Except (i) as expressly provided in this Agreement, (ii) as set forth in Schedule 6.1 or (iii) for

any actions required to be taken by Seller pursuant to Law, between the Execution Date and the Closing, without the prior written consent

of Buyer, in each case which shall not be unreasonably withheld, conditioned, or delayed, Seller shall (y) operate in the Ordinary

Course and (z) maintain the books of account and Records relating to the business of the Acquired Assets in the usual, regular and

ordinary manner and in accordance with the usual accounting practices of each such Person.

(b)            Restricted

Activities. Without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed

(provided, that if Buyer fails to reject in writing a request for consent from Seller within five (5) Business Days of Seller’s

Notice requesting such consent, Buyer shall be deemed to have provided such consent), between the Execution Date and the Closing, Seller

shall not:

(i)            offer,

issue, deliver, grant, transfer, sell, mortgage, pledge, hypothecate, grant any security interest in or otherwise subject to any Lien,

or authorize or propose to offer, issue, deliver, grant, transfer, sell, mortgage, pledge, hypothecate, grant any security interest in

or otherwise subject to any Lien, any (A) Acquired Assets or (B) rights, warrants, commitments or options to acquire any Acquired

Assets;

(ii)            terminate

(other than terminations based on the expiration without any affirmative action by Seller or that do not result in any material liability

to the Acquired Assets), cancel, materially amend or modify any Seller Material Contract, or enter into any new Contract that would be

a Seller Material Contract; or

(iii)           agree,

whether in writing or otherwise, to do any of the foregoing

for approval of any action restricted by this Section 6.1 shall be delivered to the following individual, who shall have

full authority to grant or deny such requests for approval on behalf of Buyer:

Matt Daly

Kimbell Royalty Group

777 Taylor Street, Suite 810

Fort Worth, Texas 76102

Email: matt@kimbellrp.com

6.2           Conduct

of Buyer’s Business.

(a)            Operations

before Closing. Except (i) as expressly provided in this Agreement, (ii) as set forth in Schedule 6.2, or (iii) for

any actions required to be taken by Buyer pursuant to Law, without the prior written consent of Seller, in each case which shall not

be unreasonably withheld, conditioned or delayed, between the Execution Date and the Closing, Buyer shall (y) operate in the Ordinary

Course and (z) maintain the books of account and Records relating to the business of Buyer in the usual, regular and ordinary manner

and in accordance with the usual accounting practices of Buyer.

(b)            Restricted

Activities. Without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned, or delayed

(provided, that if Seller fails to reject in writing a request for consent from Buyer within five (5) Business Days of Buyer’s

Notice requesting such consent, Seller shall be deemed to have provided such consent), and except as expressly contemplated in this Agreement

or as set forth in Schedule 6.2, between the Execution Date and the Closing, Buyer shall not:

(i)            amend

its Organizational Documents in a manner that would have an adverse effect on the rights, preferences or privileges of the Common Units;

(ii)           adopt,

enter into, authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, merger,

consolidation, restructuring, recapitalization or other reorganization;

(iii)          change

its accounting methods, policies, or practices, except as required by applicable Law as concurred to by its independent auditors and

notice of which is given in writing by Buyer to Seller;

(iv)         offer,

issue, deliver, grant, transfer, sell, mortgage, pledge, hypothecate, grant any security interest in, or otherwise subject to any Lien,

or authorize or propose to offer, issue, deliver, grant, transfer, sell, mortgage, pledge, hypothecate, grant any security interest in,

or otherwise subject to any Lien, any (A) equity interests in, Buyer or its subsidiaries, (B) securities convertible into any

equity interests in Buyer or its subsidiaries or (C) rights, warrants, commitments or options to acquire any equity interests in,

Buyer or its subsidiaries, in each case other than as permitted by the Buyer Credit Agreement or among wholly-owned subsidiaries of Buyer;

(v)           (A) except

in connection with Buyer’s regularly scheduled quarterly cash distributions and other cash dividends or distributions between Buyer

and its subsidiaries in connection therewith, declare, set aside or pay any dividends on, or make any other distribution in respect of

any of Buyer’s or its subsidiaries’ equity interests (whether in the form of stock or property or any combination thereof),

(B) adjust, split, combine or reclassify any equity interests in Buyer or its subsidiaries or (C) repurchase, redeem or otherwise

acquire, or offer to repurchase, redeem or otherwise acquire, any equity interests in Buyer or its subsidiaries;

(vi)          enter

into any new line of business;

(vii)         incur

any Indebtedness for Borrowed Money (other than to fund all or any portion of the Adjusted Cash Purchase Price, and as otherwise permitted

pursuant to the Buyer Credit Agreement) or issue or sell any debt securities or options, warrants, calls or other rights to acquire any

debt securities of Buyer or its subsidiaries’, in each case other than among wholly owned subsidiaries of Buyer;

(viii)        enter

in to or modify or permit any of its subsidiaries to enter into or modify the terms of any transaction with an Affiliate of Buyer or

its subsidiaries or terminate any such arrangement (other than arrangements between Buyer and any wholly owned subsidiaries thereof);

(ix)          make

or change any material Tax elections, except as required by applicable Law; or

(x)            agree,

whether in writing or otherwise, to do any of the foregoing.

for approval of any action restricted by this Section 6.2 shall be delivered to the following individual, who shall have

full authority to grant or deny such requests for approval on behalf of Seller:

Darin Zanovich

Mesa Mineral Partners, LLC

820 Gessner, Suite 1470

Houston, Texas 77024

Email: Darin.Zanovich@mesamineralsllc.com

(d)            Notwithstanding

anything in this Agreement to the contrary, nothing in this Section 6.2 shall restrict or otherwise prohibit Buyer or its

subsidiaries from acquiring, directly or indirectly, any oil and gas mineral or royalty assets or businesses.

6.3            Access;

Confidentiality.

(a)            To

the extent related to the Acquired Assets, from and after the date hereof until the Closing Date (or earlier termination of this Agreement),

but subject to the other provisions of this Section 6.3 and obtaining any required consents of Third Parties (which consents

Seller shall use commercially reasonable efforts to obtain; provided, that Seller shall not be required to make any payments therefor),

Seller shall provide Buyer and Buyer’s Representatives access to the Records that are in Seller’s or its Affiliate’s

possession or control at such time (the “Assessment”); provided, however, such access shall not materially

interfere with Seller’s ownership of the Acquired Assets in the Ordinary Course. Any Assessment conducted by Buyer or on behalf

of Buyer hereunder shall be conducted at Buyer’s sole cost, risk and expense and any conclusions resulting from any such Assessment

shall be deemed to result solely from Buyer’s own independent review and judgment. Subject to the express representations and warranties

contained in Article 4, Seller shall not be deemed by Buyer’s receipt of the Records in connection with any Assessment

to have made any representation or warranty, express, implied or statutory, as to the Acquired Assets or the accuracy of such Records

or the information contained therein.

(b)            All

information obtained by and access granted to Buyer and its representatives under this Section 6.3 shall be subject to the

terms of Section 6.9 and the Confidentiality Agreement (whichever is more stringent).

with Business Relations. Prior to the Closing, Buyer and Buyer’s Representatives shall contact and communicate with the business

relations of Seller and its Affiliates in connection with the transactions contemplated hereby only with the prior written consent of

Seller, such consent not to be unreasonably withheld. Upon request by Buyer, to the extent such consent is granted, Seller shall use

commercially reasonable efforts to facilitate communications between Buyer and the employees, customers, suppliers and other business

relations of Seller.

6.4            Books

and Records. No later than thirty (30) days after Closing, Seller shall deliver to Buyer all Records that are in possession of

Seller, except for the Excluded Records. From and after the Closing Date, subject to Section 6.9, Seller may (at Seller’s

sole cost and expense) retain a copy of any or all of the Due Diligence Information and all other books and records relating to the business

or operations of the Acquired Assets on or before the Closing Date that are required by Seller to comply with legal obligations or that

relate to the Excluded Assets.

6.5            Further

Assurances. Subject to the terms and conditions of this Agreement, each Party will use its reasonable best efforts to take, or

cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable, under applicable Law or otherwise,

to consummate the transactions contemplated by this Agreement. Following the Closing, the Parties agree to execute and deliver such other

documents, certificates, agreements and other writings and to take such other actions as may be necessary in order to consummate or implement

expeditiously the transactions and effectuate the conveyance of the Acquired Assets contemplated by this Agreement in accordance with

the terms hereof.

6.6            Publicity.

All press releases or other public communications of any nature whatsoever relating to the transactions contemplated by this Agreement,

and the method of the release for publication thereof, shall be subject to the prior written consent of Buyer and Seller; provided,

however, that nothing herein shall prevent a Party from publishing such press releases or other public communications as is necessary

to satisfy such Party’s obligations under applicable securities or other Laws or under the rules of any stock or commodities

exchange after consultation with the other Party; provided, further, that nothing in this Section 6.6 will

preclude (a) any Party, their Affiliates or their Representatives from making any “tombstone” or similar advertisement

that does not state the Unadjusted Purchase Price or Adjusted Cash Purchase Price, any component thereof, or the manner of its determination

with the prior written consent of Buyer or Seller, which consent will not be unreasonably conditioned, delayed, or withheld, (b) any

Party from discussing (on a confidential basis) the return on any underlying investment with respect to the Acquired Assets and the acquisition

or disposition of the Acquired Assets in connection with legitimate fundraising activities or fund performance reporting to current or

prospective investors, lenders, or partners post-Closing, (c) any Party from communicating with its employees on a confidential

basis.

6.7           Fees

and Expenses; Transfer Taxes.

(a)            Except

as otherwise provided in this Agreement, all fees and expenses, including fees and expenses of counsel, financial advisors and accountants,

incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such fee or

expense.

(b)            Buyer

shall be responsible for, and shall indemnify and hold harmless Seller against, any state or local transfer, sales (including bulk sales),

use, real property transfer, controlling interest transfer, filing, value added, documentary, stamp, gross receipts, registration, conveyance,

excise, recording, licensing, stock transfer stamps or other similar Taxes and fees arising out of or in connection with or attributable

to the transactions contemplated by this Agreement (the “Transfer Taxes”). All Tax Returns with respect to Transfer

Taxes incurred in connection with this Agreement or otherwise in connection with the transactions contemplated hereunder shall be timely

filed by the Party responsible for such filing under applicable law. Buyer and Seller shall reasonably cooperate to reduce or eliminate

any Transfer Taxes to the extent permitted by applicable Law.

the extent that the transactions contemplated under this Agreement are determined to involve a transfer of tangible personal property,

Buyer and Seller acknowledge and agree that such transactions constitute a sale of an identifiable segment of a business for purposes

of Section 151.304 of the Texas Tax Code.

6.8           Taxes.

(a)            Each

Party shall be responsible for and bear its own Income Taxes. Seller shall be allocated, retain responsibility for, and shall bear, all

Asset Taxes for (i) any period ending prior to the Effective Time and (ii) the portion of any Straddle Period ending immediately

prior to the Effective Time. This Section 6.8 shall be applied separately with respect to each Seller and such Seller’s

right, title and interest in and to the Acquired Assets being conveyed by such Seller to Buyer pursuant to this Agreement. All Asset

Taxes arising with respect to periods on or after the Effective Time (including the portion of any Straddle Period beginning at the Effective

Time) shall be allocated to and borne by Buyer. For purposes of allocation between the Parties of Asset Taxes for any Straddle Period,

(A) Asset Taxes that are attributable to the severance or production of Hydrocarbons (other than such Asset Taxes described in clause

(C)) shall be allocated based on severance or production occurring before the Effective Time (which shall be Seller’s responsibility)

and from and after the Effective Time (which shall be Buyer’s responsibility); (B) Asset Taxes that are based upon or related

to sales or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (A) or (C)) shall be allocated

based on transactions giving rise to such Asset Taxes occurring before the Effective Time (which shall be Seller’s responsibility)

and from and after the Effective Time (which shall be Buyer’s responsibility); and (C) Asset Taxes that are ad valorem, property

or other Asset Taxes imposed on a periodic basis shall be allocated pro rata per day between the portion of the Straddle Period

ending on and including the day immediately prior to the day on which the Effective Time occurs (which shall be Seller’s responsibility)

and the portion of the Straddle Period beginning on the day on which the Effective Time occurs (which shall be Buyer’s responsibility).

For purposes of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be

allocated pro rata per day between the portion of the Straddle Period ending on and including the day immediately prior to the

day on which the Effective Time occurs and the portion of the Straddle Period beginning on the day on which the Effective Time occurs.

To the extent the actual amount of any Asset Taxes described in this Section 6.8(a) is not determinable on the Closing

Date or the Final Settlement Date, Buyer and Seller shall utilize the most recent information available in estimating the amount of such

Asset Taxes for purposes of Section 2.8. Upon determination of the actual amount of such Asset Taxes, timely payments will

be made from one Party to the other to the extent necessary to cause each Party to bear the amount of such Asset Tax that is allocable

to such Party under this Section 6.8(a).

(b)            Except

as required by applicable Law, Seller shall prepare and file or cause to be prepared and filed all Tax Returns required to be filed with

respect to Asset Taxes, and shall pay or cause to be paid all Asset Taxes with respect to such Tax Returns, for all Tax periods that

end before the Effective Time (regardless of when due) and any Straddle Period (to the extent such Tax Returns are required to be filed

before the Closing Date). Buyer shall prepare and file or cause to be prepared and filed all Tax Returns required to be filed with respect

to Asset Taxes, and shall pay or cause to be paid all Asset Taxes with respect to such Tax Returns, for any Straddle Period (to the extent

such Tax Returns are required to be filed on or after the Closing Date). Each Party shall indemnify and hold the other Parties harmless

for any failure to file such Tax Returns and to make such payments. Each Party shall prepare all such Tax Returns relating to any Straddle

Period on a basis consistent with past practice except to the extent otherwise required by applicable Law. Each Party shall provide the

other Party with a copy of any Tax Return relating to any Straddle Period for such other Party’s review at least ten (10) days

prior to the due date for the filing of such Tax Return (or within a commercially reasonable period after the end of the relevant taxable

period, if such Tax Return is required to be filed less than ten (10) days after the close of such taxable period), and the filing

Party shall incorporate all reasonable comments of such other Party provided to such filing Party in advance of the due date for the

filing of such Tax Return. The Parties agree that (x) this Section 6.8(b) is intended to solely address the timing

and manner in which certain Tax Returns relating to Asset Taxes are filed and the Asset Taxes with respect thereto are paid to the applicable

Governmental Authority, and (y) nothing in this Section 6.8(b) shall be interpreted as altering the manner in which

Asset Taxes (other than any penalties, interest, or additions to tax attributable to any Party’s breach of its obligations under

this Section 6.8(b) which shall be borne by the breaching Party) are allocated to and economically borne by the Parties

in accordance with Section 6.8(a).

and Seller agree to furnish or cause to be furnished to the other, upon request, as promptly as practicable, such information and assistance

relating to the Acquired Assets, including access to books and records, as is reasonably necessary for the filing of all Tax Returns

by Buyer or Seller, 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 agree to retain all books and records with respect to Tax

matters pertinent to the Acquired Assets relating to any Tax period beginning before the Closing Date until sixty (60) days after the

expiration of the statute of limitations of the respective Tax periods (taking into account any extensions thereof) and to abide by all

record retention agreements entered into with any taxing authority.

(d)            Without

duplication of clause (a) or (b) of the definition of Excluded Assets, each Seller shall be entitled to any and all refunds

of Asset Taxes allocated to such Seller pursuant to Section 6.8(a), and Buyer shall be entitled to any and all refunds of

Asset Taxes allocated to Buyer pursuant to Section 6.8(a). If a Party receives a refund of Asset Taxes to which another Party

is entitled pursuant to this Section 6.8(d), the first Party shall promptly pay such amount to the other Party, net of any

reasonable costs or expenses incurred by the first Party in procuring such refund.

(e)            Each

of Seller and Buyer shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to

a Qualified Intermediary (as that term is defined in Treasury Regulations Section 1.1031(k)-1(g)(4)(iii)) or an Exchange Accommodation

Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that

will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code; provided,

that (i) the Closing shall not be delayed or affected by reason of such like-kind exchange or any actions taken by either Seller

or Buyer in connection with this Section 6.8(e), (ii) an assignment under this Section 6.8(e) shall

not release any Party from its liabilities and obligations under this Agreement nor shall the consummation or accomplishment of such

like-kind exchange be a condition to the Parties’ obligations under this Agreement; (iii) the non-assigning Party’s

rights under this Agreement shall not be altered or diminished in any manner; (iv) the assigning Party shall indemnify, defend,

and hold the non-assigning Party harmless from all claims, damages, liabilities, costs and expenses (including, but not limited to reasonable

legal fees and any additional Taxes, including Transfer Taxes) in connection with such like-kind exchange; and (v) neither Party

represents to the other that any particular tax treatment will be given to either Party as a result of any such assignment. In the event

either Party assigns its rights under this Agreement pursuant to this Section 6.8(e), such Party agrees to notify the other

Party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Buyer agrees

to (A) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary,

and (B) pay all or a portion of the Adjusted Cash Purchase Price and any adjustments thereto into a qualified escrow or qualified

trust account at Closing as directed in writing. If Buyer assigns its rights under this Agreement for this purpose, Seller agrees to

(I) consent to Buyer’s assignment of its rights in this Agreement in the form reasonably requested by Buyer’s Qualified

Intermediary or Exchange Accommodation Titleholder (but in no event will Seller be required to transfer the Acquired Assets in any form

other than through a transfer of the Acquired Assets and in no event will Seller be required to transfer the Acquired Assets to more

than one transferee (i.e., all of the Acquired Assets will be transferred to a single transferee)), (II) accept all or a portion

of the payments payable under this Agreement from the account designated by Buyer’s Qualified Intermediary or Exchange Accommodation

Titleholder at Closing, and (III) at Closing, subject to the limitations otherwise set forth herein, convey and assign directly

to Buyer’s Qualified Intermediary or Buyer’s Exchange Accommodation Titleholder (as directed in writing) the Acquired Assets

which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof.

(f)            Buyer

shall use its reasonable best efforts to, after Closing, notify each operator of each Well associated with the Acquired Assets of the

change of the employee identification number associated with the Acquired Assets.

6.9           Confidentiality.

(a)            Buyer

acknowledges that, pursuant to its right of access to the Records, as set forth in Section 6.3, Buyer will become privy to

confidential and other information of Seller and that such confidential information shall be held confidential by Buyer and Buyer’s

Representatives in accordance with the terms of the Confidentiality Agreement and this Section 6.9. Notwithstanding anything

to the contrary in this Agreement, upon Closing, all obligations of Buyer under the terms of the Confidentiality Agreement shall terminate

as it relates to the Acquired Assets.

(b)            Subject

to Section 6.6, for a period of one (1) year from and after the Closing Date, Seller shall, and shall cause its Affiliates

to, not make disclosure to Third Parties of any confidential or proprietary information relating to Buyer or the Acquired Assets, except

with the prior written consent of Buyer or as required by, or requested pursuant to, applicable Law, regulation or legal, judicial or

administrative process (including an audit or examination by a regulatory authority or self-regulatory organization), except to the extent

that such information (i) is generally available to the public through no fault of Seller or any of its Affiliates committed following

Closing or (ii) is lawfully acquired by Seller or any of its Affiliates from and after the Closing from sources which are not known

to Seller to be prohibited from disclosing such information by a legal, contractual or fiduciary obligation to Buyer or the Acquired

Assets; provided, however, that (x) nothing shall prohibit Seller or its Affiliates from using their knowledge or

mental impressions of such information or their general knowledge of the industry or geographic area in the conduct of their respective

businesses following the Closing, (y) Seller and its Affiliates may discuss (on a confidential basis) the underlying investment

with respect to the Acquired Assets and the acquisition or disposition of the Acquired Assets in connection with legitimate fundraising

activities or fund performance reporting with current or prospective investors, lenders, or partners.

6.10         Notices

to Escrow Agent and Transfer Agent. Seller and Buyer shall provide the Escrow Agent and Transfer Agent, as applicable, with such

notices, directions and instructions (as are necessary for the Escrow Agent to fulfill its obligations set forth in the Cash Escrow Agreement)

in accordance with the provisions of this Agreement.

6.11        Assistance

with Financial Statements and Other Matters.

(a)            From

and after the Execution Date until the Closing Date, Seller shall use reasonable best efforts to direct its consultants, accountants,

reserve engineers, agents and representatives to, during customary business hours and, provided that such efforts do not unreasonably

interfere with the business operations of Seller or the Acquired Assets, cooperate with Buyer and independent auditors chosen by Buyer

(“Buyer’s Auditor”) in connection with the Buyer Credit Agreement, any audit by Buyer’s Auditor of any

financial statements of the Acquired Assets or reserve reports with respect to the Acquired Assets, in each case, relating to the period

prior to the Closing Date, or other actions that Buyer or any of their Affiliates or any lenders under the Buyer Credit Agreement reasonably

require to comply with the requirements under state and federal securities Laws (provided, that such requested cooperation does

not unreasonably interfere with the ongoing business of Seller or the Acquired Assets). Such cooperation will include (i) reasonable

access to Seller’s officers, managers, employees, consultants, agents and representatives who were responsible for preparing or

maintaining the financial records and work papers and other supporting documents used in the preparation of such financial statements

as may be required by Buyer’s Auditor to perform an audit or conduct a review in accordance with generally accepted auditing standards

or to otherwise verify such financial statements; (ii) using commercially reasonable efforts to obtain the consent of the independent

auditor(s) and reserve engineer(s) of Seller (as applicable) that conducted any audit of such financial statements or prepared

any reserve reports to be named as an expert in any filings that may be made by KRP under the Securities Act or required by the Commission

under securities Laws applicable to KRP or any report required to be filed by KRP under the Exchange Act in connection with the transactions

contemplated by this Agreement; (iii) providing information in connection with KRP’s preparation of responses to any inquiries

by regulatory authorities relating to the foregoing financial statements and/or reserve reports; (iv) furnishing information to

Buyer or lenders under the Buyer Credit Agreement with respect to the Acquired Assets or Seller (as applicable) as may be reasonably

requested by Buyer or such lender under the Buyer Credit Agreement; (v) providing information with respect to property descriptions

of the Acquired Assets necessary to execute and record a deed of trust for any financing activities (including under the Buyer Credit

Agreement); (vi) executing and delivering any pledge and security documents, definitive financing documents or other certificates

or documents or otherwise facilitate the pledging of collateral for delivery under the Buyer Credit Agreement; and (vii) using reasonable

best efforts to provide, at least ten (10) Business Days prior to the Closing, all documentation and other information about the

Acquired Assets as is reasonably requested by Buyer which relates to applicable “know your customer” and anti-money laundering

rules and regulations (including without limitation the USA PATRIOT ACT). Notwithstanding the foregoing, (x) nothing herein

shall expand Seller’s representations, warranties, covenants or agreements set forth in this Agreement or give Buyer, their Affiliates

or any Third Party any rights to which it is not entitled hereunder, (y) nothing in this Section 6.11(a) shall

require travel or the obligation to incur any out-of-pocket costs by any of the subject Persons in order to comply with the terms of

this Section 6.11(a) and (z) Buyer will make reasonable efforts to minimize any disruption associated with the

cooperation contemplated by such Persons hereby. In each case, such cooperation by Seller pursuant to this Section 6.11(a) shall

be at Buyer written request with reasonable prior notice to Seller, and no such cooperation by Seller shall be required to the extent

it could cause any representation or warranty in this Agreement to be breached, cause any condition to the Closing set forth in Article 7

to fail to be satisfied or otherwise cause any breach of this Agreement. Seller’s agreement under this Section 6.11(a) is

an accommodation by Seller to Buyer and is not a condition to Buyer’s obligations under this Agreement. Neither Seller nor any

Seller Indemnified Party shall have any liability or responsibility to Buyer with respect to the accuracy or completeness of any information

delivered pursuant to this Section 6.11(a).

(b)            Notwithstanding

anything to the contrary in this Agreement, it is understood and agreed that: (i) Seller’s cooperation pursuant to the provisions

of this Section 6.11 shall be at Buyer’s sole cost and expense, and on the Closing Date or following the termination

of this Agreement, Buyer shall promptly reimburse Seller for all reasonable and documented out-of-pocket costs and expenses incurred

by Seller or its Affiliates in connection with such cooperation; (ii) Buyer shall indemnify and hold harmless each Seller Indemnified

Party from and against any and all Losses by any such Persons suffered or incurred in connection with any assistance or activities provided

in connection therewith other than to the extent such Losses arise from the gross negligence, willful misconduct or bad faith of such

Seller Indemnified Party; (iii) Seller shall have the right (prior to Closing) to review any presentations or other material written

information prepared by Buyer or their Affiliates prior to the dissemination of such materials to potential investors, lenders or other

counterparties to any proposed financing transaction (or filing with any Governmental Authority; and (iv) Seller shall not be required

to deliver or cause the delivery of any legal opinions or accountants’ comfort letters or reliance letters or make any representation

in connection thereto.

6.12        No

Shop. Until the earlier of the occurrence of Closing or the termination of this Agreement pursuant to Article 8:

(a)            Seller

and its Affiliates shall, and shall direct each of their Representatives to, immediately cease any discussions or negotiations with any

Persons with respect to any Third Party Acquisition or any proposal reasonably likely to lead to a Third Party Acquisition. From the

Execution Date until the Closing, Seller shall not, and shall not authorize or permit any of its Affiliates or any of their respective

Representatives to, and shall not resolve or propose to, directly or indirectly, solicit, participate in, knowingly encourage or initiate

discussions, negotiations, inquiries, proposals or offers (including any proposal or offer to their shareholders) with or from or provide

any non-public information to any Person or group of Persons concerning any Third Party Acquisition or any inquiry, proposal or offer

reasonably likely to lead to a Third Party Acquisition.

(b)            Seller

shall not, and shall cause its subsidiaries not to, enter into any agreement, letter of intent, memorandum of understanding, agreement

in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement

constituting or directly related to, or which is reasonably likely to lead to, a Third Party Acquisition or any proposal for a Third

Party Acquisition.

the purposes of this Agreement, “Third Party Acquisition” shall mean the occurrence of any acquisition, directly or

indirectly, in one or a series of related transactions, whether by sale, merger or otherwise, of all or any part of the Acquired Assets.

6.13        Lock-Up.

During the period beginning on the Closing Date and ending on the thirtieth (30th) day after the Closing Date (excluding the Closing

Date for purposes of calculating such date) (the “Lock-Up Period”), Seller will not lend, offer, pledge, sell, contract

to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase,

or otherwise transfer or dispose of, directly or indirectly, any Opco Common Units or Class B Units issued hereunder to Seller,

whether any such transaction is to be settled by delivery of Common Units, Opco Common Units, Class B Units or other securities,

in cash, or otherwise. In the interest of clarity, nothing in this Section 6.13 shall restrict Seller from (x) utilizing

customary hedging strategies that may involve the pledge of Common Units as collateral until such time as the Common Units are ultimately

disposed on or after expiration of the Lock-Up Period or (y) enforcing its rights to require Buyer to file a registration statement

with respect to the Common Units in accordance with the Registration Rights Agreement and in compliance with the Securities Act. Nothing

in this Section 6.13 shall prohibit or limit the ability of Seller to effect any transfer of Common Units (a) as a bona

fide gift or gifts or any other similar transfer or distribution that does not involve a sale or other disposition for value, (b) to

any such Person’s partners, members or stockholders as part of a distribution, (c) to any corporation, partnership or other

entity that is an Affiliate of such Person, in each case of the forgoing clauses (a) through (c), so long as (x) such transfer

does not occur until after Seller’s Common Units are included in a registration statement on Form S-3 that has been declared

effective by the SEC and (y) the transferee agrees in writing to be bound by all the terms of this Section 6.13, (d) pursuant

to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of Common Units or (e) pursuant

to an order of a court or regulatory agency.

6.14        Additional

Listing Application. As promptly as practicable after the date of this Agreement, but in any event after taking into consideration

the rules and regulations of the New York Stock Exchange with respect to the timing of the Additional Listing Application (as hereinafter

defined) and the supporting documents required to accompany the Additional Listing Application, Buyer shall submit to the New York Stock

Exchange an additional listing application relating to the Common Units issuable upon exchange of the Opco Common Units and Class B

Units issued hereunder (the “Additional Listing Application”) and shall use its commercially reasonable efforts to

secure the New York Stock Exchange’s approval of the Additional Listing Application, subject to official notice of issuance.

6.15        [Reserved].

Article 7

Conditions to Closing

7.1           Conditions

to Obligations of Buyer to Closing. The obligation of Buyer to consummate the transactions contemplated by this Agreement at

the Closing is subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived

in whole or in part in writing exclusively by Buyer:

(a)            Representations,

Warranties, and Covenants. (i) The representations and warranties of Seller set forth in Sections 3.1 and 3.2

will be true and correct in all respects (other than de minimis inaccuracies) as of the Execution Date and as of the Closing Date as

if made on the Closing Date (except to the extent that such representations and warranties expressly relate to an earlier date, in which

case such representations and warranties shall have been true and correct as of such earlier date); and (ii) all other representations

and warranties of Seller made in this Agreement (other than representations and warranties described in clause (i) above) will be

true and correct (disregarding all materiality and Seller Material Adverse Effect qualifications contained herein) as of the Execution

Date and as of the Closing Date as if made on the Closing Date (except to the extent that such representations and warranties expressly

relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date),

except where all such breaches or inaccuracies taken collectively (without giving effect to any limitation as to materiality and Seller

Material Adverse Effect qualifications contained herein) would not, individually or in the aggregate, reasonably be expected to have

a Seller Material Adverse Effect.

(b)            Performance.

Seller shall have performed or complied with in all material respects all of the covenants and agreements required by this Agreement

to be performed or complied with by such Person on or before the Closing.

Injunction. On the Closing Date, no provision of any applicable Law and no Order will be in effect that restrains, enjoins, makes

illegal or otherwise prohibits the consummation of the Closing.

(d)            Closing

Deliverables. Buyer shall have received the documents and certificates required under Section 2.5(a).

(e)            No

Company Material Adverse Effect. No Seller Material Adverse Effect shall have occurred nor shall any event or events have occurred

that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Seller Material

Adverse Effect.

(f)            No

Walk Right. Subject to Section 2.4, the Walk-Right Amounts shall not be, in the aggregate, more than the Walk-Right Threshold.

7.2          Conditions

to the Obligations of Seller to Closing. The obligation of Seller to consummate the transactions contemplated by this Agreement

at the Closing is subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived

in whole or in part in writing exclusively by Seller:

(a)            Representations,

Warranties, and Covenants. (i) The representations and warranties of Buyer set forth in Sections 5.1, 5.2 and

5.4 will be true and correct in all respects (other than de minimis inaccuracies) as of the date of this Agreement and as of the

Closing Date as if made on the Closing Date (except to the extent that such representations and warranties expressly relate to an earlier

date, in which case such representations and warranties shall have been true and correct as of such earlier date); and (ii) all

other representations and warranties of Buyer made in this Agreement (other than representations and warranties described in clause (i) above)

will be true and correct (disregarding all materiality and Buyer Material Adverse Effect qualifications contained herein) as of the Execution

Date and as of the Closing Date as if made on the Closing Date (except to the extent that such representations and warranties expressly

relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date),

except where all such breaches or inaccuracies taken collectively (without giving effect to any limitation as to materiality and Buyer

Material Adverse Effect qualifications contained herein) would not, individually or in the aggregate, reasonably be expected to have

a Buyer Material Adverse Effect.

(b)            Performance.

Buyer shall have performed or complied with in all material respects all of the covenants and agreements required by this Agreement to

be performed or complied with by Buyer on or before the Closing.

Injunction. On the Closing Date, no provision of any applicable Law and no Order will be in effect that restrains, enjoins, makes

illegal or otherwise prohibits the consummation of the Closing.

(d)            Closing

Deliverables. Seller shall have received the documents and certificates required under Section 2.5(b).

(e)            No

Buyer Material Adverse Effect. No Buyer Material Adverse Effect shall have occurred nor shall any event or events have occurred that,

individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Buyer Material Adverse

Effect.

(f)            No

Walk Right. Subject to Section 2.4, the Walk-Right Amounts are not, in the aggregate, more than the Walk-Right Threshold.

(g)            NYSE

Approval. The Additional Listing Application shall have been approved and the Common Units issuable upon exchange of the Opco Common

Units and Class B Units issued hereunder shall have been approved for listing on the New York Stock Exchange.

Article 8

Termination

8.1            Termination.

Subject to Section 8.2, at any time prior to the Closing, this Agreement may be terminated and the transactions contemplated

hereby abandoned:

(a)            by

the mutual written consent of Buyer and Seller;

(b)            by

either Buyer or Seller, upon Notice to the other Party, if the Closing has not been consummated by July 31, 2026; provided,

however, that neither Buyer nor Seller will be entitled to terminate this Agreement pursuant to this Section 8.1(b) if

such Person’s breach of any representation, warranty or covenant set forth in this Agreement has been the cause of the Closing

failing to occur by such date;

Buyer, upon Notice to Seller, if (i) there has been a breach by Seller of any representation, warranty or covenant contained in

this Agreement that would prevent the satisfaction of any condition to the obligations of Buyer set forth in Sections 7.1(a) or

7.1(b) and, if such breach is of a character that is capable of being cured, such breach has not been cured by Seller within

thirty (30) days after Notice thereof from Buyer, (ii) Buyer is ready, willing and able to perform all covenants to be performed

by Buyer at Closing and (iii) Buyer is not in breach of any representation, warranty or covenant set forth in this Agreement that

would prevent the satisfaction of any condition to the obligations of Seller set forth in Sections 7.2(a) or 7.2(b);

(d)            by

Seller, upon Notice to Buyer, if (i)(A) there has been a breach by Buyer of any representation, warranty or covenant contained in

this Agreement that would prevent the satisfaction of any condition to the obligations of Seller set forth in Sections 7.2(a) or

7.2(b) and, if such breach is of a character that is capable of being cured, such breach has not been cured by Buyer within

thirty (30) days after Notice thereof from Seller, (B) Seller is ready, willing and able to perform all covenants to be performed

by such Person at Closing and (C) Seller is not in breach of any representation, warranty or covenant set forth in this Agreement

that would prevent the satisfaction of any condition to the obligations of Buyer set forth in Sections 7.1(a) or 7.1(b) or

(ii) (x) Buyer has failed to comply with its obligation to consummate the Closing within two (2) Business Days after the

date on which it is obligated to consummate the Closing pursuant to Section 2.6, (y) all the conditions set forth in

Article 7, other than the conditions to be satisfied a Closing, have been and continue to be satisfied or have been waived

on the date on which Closing was to have occurred pursuant to Section 2.6 and (z) Seller stood ready, willing and able

to consummate the Closing throughout such period;

(e)            subject

to Section 2.4, by Seller or Buyer, if the Walk-Right Amounts exceed the Walk-Right Threshold;

(f)            by

either Buyer or Seller, upon Notice to the other Party, if any Governmental Authority having competent jurisdiction has issued a final,

non-appealable Order, decree, ruling or injunction (other than a temporary restraining order) or taken any other action permanently restraining,

enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such injunction or other action shall have become

final and non-appealable; or

(g)            by

Seller, in the event that, prior to 5:00 p.m. local time in Houston, Texas on the date that is one (1) Business Day after the

Execution Date, Buyer fails to fund into the Cash Escrow Account the Cash Escrow Amount pursuant to Section 2.7(a).

8.2           Effect

of Termination. If a Party terminates this Agreement under Section 8.1, then such Party shall promptly give Notice

to the other Party specifying the provision hereof pursuant to which such termination is made, and this Agreement shall become null and

void and have no effect, except that the agreements contained in Article 1, this Article 8, Article 10,

the provisions of Section 6.3, Section 6.6 and Section 6.7 shall survive termination hereof. No termination

of this Agreement pursuant to Section 8.1 and nothing contained in this Section 8.2 shall relieve any Party to

this Agreement of liability for willful breach of this Agreement occurring prior to any termination, or for willful breach of any provision

of this Agreement that specifically survives termination hereunder. The Confidentiality Agreement shall not be affected by a termination

of this Agreement.

8.3          Remedies

for Termination.

(a)            If

Seller has the right to terminate this Agreement pursuant to Section 8.1(d), then Seller shall be entitled to either (i) terminate

this Agreement and receive the Cash Escrow Amount from the Escrow Agent as liquidated damages, in which case the Parties shall cause

the Escrow Agent to release the Cash Escrow Amount to Seller, or (ii) in lieu of terminating this Agreement, seek all remedies available

at Law or in equity, including specific performance. In the event Seller seeks specific performance in accordance with the preceding

sentence and specific performance is not granted, Seller shall have the right to terminate this Agreement and receive the Cash Escrow

Amount from the Escrow Agent as liquidated damages, in which case the Parties shall cause the Escrow Agent to release the Cash Escrow

Amount to Seller. If Seller terminates this Agreement as described in this Section 8.3(a), upon such termination, Seller

shall be free immediately to enjoy all rights of ownership of the Acquired Assets and to sell, transfer, encumber or otherwise dispose

of the Acquired Assets to any Person without any restriction under this Agreement. The Parties agree that the foregoing described liquidated

damages in clause (i) of this Section 8.3(a) are reasonable considering all of the circumstances existing as of

the date of this Agreement and constitute the Parties’ good faith estimate of the actual damages reasonably expected to result

from such termination of this Agreement by Seller. Buyer waives any requirement for the posting of a bond, or showing of irreparable

injury, in connection with any equitable relief hereunder in favor of Seller and Buyer agrees not to challenge any such equitable relief

sought in accordance with this Section 8.3(a).

(b)            If

Buyer has the right to terminate this Agreement pursuant to Section 8.1(c), then Buyer shall be entitled to (i) terminate

this Agreement, receive return of the Cash Escrow Amount from the Escrow Agent, in which case the Parties shall cause the Escrow Agent

to release the Cash Escrow Amount to Buyer, and may pursue a claim for actual damages against Seller in an amount up to the amount of

the Cash Escrow Amount, or (ii) in lieu of terminating this Agreement, seek all remedies available at Law or in equity, including

specific performance. In the event Buyer seeks specific performance in accordance with the preceding sentence and specific performance

is not granted, Buyer shall have the right to terminate this Agreement, receive return of the Cash Escrow Amount from the Escrow Agent,

in which case the Parties shall cause the Escrow Agent to release the Cash Escrow Amount to Buyer, and may pursue a claim for actual

damages against Seller in an amount up to the amount of the Cash Escrow Amount. Seller waives any requirement for the posting of a bond,

or showing of irreparable injury, in connection with any equitable relief hereunder in favor of Buyer and Seller agrees not to challenge

any such equitable relief sought in accordance with this Section 8.3(b).

Seller has the right to terminate this Agreement pursuant to Section 8.1(g), Buyer shall promptly pay to Seller an amount

in cash equal to eight percent (8%) of the Purchase Price.

(d)            If

this Agreement terminates for reasons other than those set forth in Sections 8.3(a), 8.3(b), or 8.3(c) then

(i) the Parties shall have no liability or obligation hereunder as a result of such termination, (ii) each of the Parties shall,

within five (5) Business Days of the date this Agreement is terminated, execute and deliver written instructions to the Escrow Agent

instructing the Escrow Agent to return the Cash Escrow Amount to Buyer free and clear of any claims thereon by Seller, and (iii) Seller

shall be free immediately to enjoy all rights of ownership of the Acquired Assets and to sell, transfer, encumber or otherwise dispose

of the Acquired Assets to any Person without any restriction under this Agreement.

(e)            Upon

termination of this Agreement, (i) each Party shall return to the other Party or destroy (at the receiving Party’s option

and expense) all confidential information furnished by or on behalf of a Party in connection with its due diligence investigation of

the Acquired Assets or Buyer (as applicable) and (ii) an officer of the receiving Party shall promptly certify the receiving Party’s

compliance with preceding clause (i) to the disclosing Party in writing.

Article 9

Indemnification

9.1           Survival

of Representations, Warranties and Covenants. All representations and warranties set forth in this Agreement (and in each case

the corresponding representations and warranties given in the certificates delivered at Closing pursuant to this Agreement) shall survive

the Closing until the date that is one (1) year after the Closing Date. All covenants and agreements of the Parties contained herein

shall terminate (a) upon the Closing, if performance is solely required prior to or concurrently with the Closing, and (b) upon

the expiration by their terms of the obligations of the applicable Party under such covenant or agreement, if performance is required

in the period from and after the Closing; provided, that the covenants contained in Section 6.1 and Section 6.2

shall survive the Closing until the date that is one hundred eighty (180) days after the Closing Date. Representations, warranties, covenants

and agreements shall terminate and be of no further force and effect after the respective date of their expiration, after which time

no claim may be asserted thereunder by any Person, provided that notwithstanding the limitations set forth in the two preceding

sentences, with respect to any specific claim for indemnification hereunder delivered to the applicable Party in accordance with the

terms hereof on or before the expiration of such survival period, such claim and the applicable Party’s obligation with respect

thereto shall survive until resolved pursuant to the terms hereof.

9.2            Indemnification

in Favor of Buyer.

(a)            Subject

to the other terms of this Article 9, from and after the Closing Date, each Seller, severally as to itself and not jointly

with any other Seller, shall indemnify, defend and hold harmless Buyer, its Affiliates and its and their respective officers, directors,

employees, consultants, advisors, representatives and agents (collectively, the “Buyer Indemnified Parties”), from,

against and in respect of any and all Losses suffered or incurred by any of the Buyer Indemnified Parties or to which any of the Buyer

Indemnified Parties may otherwise become subject (regardless of whether or not such Losses related to any Third-Party Claim) arising

out of or resulting from:

(i)            any

inaccuracy or breach of any representation or warranty made by Seller in Article 3 or Article 4 or in the certificate

delivered by Seller pursuant to Section 2.5(a)(iv);

(ii)           any

failure or breach of any covenant, agreement or undertaking made by Seller in this Agreement;

(iii)          any

of the Retained Liabilities;

(iv)          Seller

Taxes; and

(v)          the

matters set forth on Schedule 9.2(a)(v).

(b)            “Losses”

means any and all liabilities, damages, fines, penalties, losses, costs, expenses, claims, awards or judgments actually incurred, involving

or otherwise suffered by any Indemnified Party arising out of or resulting from the indemnified matter, including reasonable out of pocket

fees and expenses of attorneys, consultants, accountants or other agents and experts reasonably incident to matters indemnified against,

and the costs of investigation of such matters, and the costs of enforcement of the indemnity.

Losses of the Buyer Indemnified Parties described in this Section 9.2 as to which the Buyer Indemnified Parties are entitled

to indemnification hereunder are hereinafter collectively referred to as the “Buyer Losses.”

(d)            Notwithstanding

anything in this Agreement to the contrary, for purposes of this Section 9.2, (i) an inaccuracy or breach of a representation

or warranty (other than any reference to “Material” in the term “Seller Material Contract”) shall be deemed to

exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such

representation or warranty had not contained any limitation or qualification as to materiality or Seller Material Adverse Effect (which

instead will be read as any adverse effect or change), and (ii) the amount of Losses in respect of any breach of a representation

or warranty (including any deemed breach resulting from the application of clause (i) but excluding and any reference to “Material”

in the term “Seller Material Contract”) shall be determined without regard to any limitation or qualification as to materiality

or Seller Material Adverse Effect (which instead will be read as any adverse effect or change) set forth in such representation or warranty.

9.3          Indemnification

Obligations of Buyer.

(a)            Subject

to the other terms of this Article 9, from and after the Closing Date, Buyer shall indemnify, defend and hold harmless Seller,

its Affiliates, its direct and indirect equity holders and its controlling persons, its and their respective officers, directors, employees,

consultants, advisors, representatives and agents (collectively, the “Seller Indemnified Parties”) from, against and

in respect of any and all Losses suffered or incurred by any of the Seller Indemnified Parties or to which any of the Seller Indemnified

Parties may otherwise become subject (regardless of whether or not such Losses related to any Third-Party Claim) arising out of or resulting

from:

(i)            any

inaccuracy or breach of any representation or warranty made by Buyer in Article 5 or in the certificate delivered by Buyer

pursuant to Section 2.5(b)(iv);

(ii)            any

failure or breach of any covenant, agreement or undertaking made by Buyer in this Agreement;

(iii)          Taxes

allocable to Buyer under Section 6.7(b) or Section 6.8(a) (taking into account, and without duplication

of, (A) any such Taxes effectively borne by Buyer as a result of the adjustments under Section 2.2 and (B) any

payments made by the Parties pursuant to Section 6.8(a)); and

(iv)          any

of the Assumed Liabilities.

(b)            The

Losses of Seller Indemnified Parties described in this Section 9.3 as to which the Seller Indemnified Parties are entitled

to indemnification hereunder are hereinafter collectively referred to as “Seller Losses.”

anything in this Agreement to the contrary, for purposes of this Section 9.3, (i) an inaccuracy or breach of a representation

or warranty (other than Sections 5.8 and 5.12) shall be deemed to exist either if such representation or warranty is actually

inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any limitation

or qualification as to materiality or Buyer Material Adverse Effect (which instead will be read as any adverse effect or change), and

(ii) the amount of Losses in respect of any breach of a representation or warranty (including any deemed breach resulting from the

application of clause (i) but excluding Section 5.12(a)) shall be determined without regard to any limitation or qualification

as to materiality or Buyer Material Adverse Effect (which instead will be read as any adverse effect or change) set forth in such representation

or warranty.

9.4           Indemnification

Procedure.

(a)            Promptly

after receipt by a Buyer Indemnified Party or a Seller Indemnified Party (hereinafter collectively referred to as an “Indemnified

Party”) of notice by a Third Party (including any Governmental Authority) of any claim for Losses or the commencement of a

Proceeding or audit with respect to which such Indemnified Party may be entitled to receive payment hereunder for any Buyer Losses or

any Seller Losses (as the case may be), such Indemnified Party will notify Buyer or Seller, as the case may be (in such capacity, Buyer

or Seller is hereinafter referred to as an “Indemnifying Party”) of such claim, Proceeding or audit; provided,

however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from liability under this

Agreement except to the extent, and only to the extent, that such failure materially prejudices the Indemnifying Party. The Indemnifying

Party will have the right, at its sole expense, upon written notice delivered to the Indemnified Party within fifteen (15) days after

receiving such notice, to assume the defense of such Proceeding with counsel selected by the Indemnifying Party and reasonably satisfactory

to the Indemnified Party. In the event, however, that the Indemnifying Party declines or fails to (i) assume the defense of the

Proceeding on the terms provided above or to prosecute such defense in good faith or (ii) employ counsel reasonably satisfactory

to the Indemnified Party, in any case within such fifteen (15) day period, then such Indemnified Party may employ counsel to represent

or defend it in any such Proceeding and the Indemnifying Party will (subject to the other terms and provisions of this Agreement) pay

the reasonable fees and disbursements of such counsel as incurred. In any Proceeding with respect to which indemnification is being sought

hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such Proceeding, will have the right

to participate in such matter and to retain its own counsel at such Party’s own expense. The Indemnifying Party or the Indemnified

Party, as the case may be, will at all times use reasonable best efforts to (x) diligently conduct the defense of any Proceeding

for which it is maintaining the defense, (y) keep the Indemnified Party or the Indemnifying Party, as the case may be, reasonably

apprised of the status of the defense of any Proceeding the defense of which they are maintaining and (z) cooperate in good faith

with each other with respect to the defense of any such Proceeding; provided, that the Indemnified Party shall not be required

to bring counter-claims or cross-claims against any Person.

(b)            No

Indemnified Party may settle or compromise any claim or Proceeding or consent to the entry of any judgment with respect to which indemnification

is being sought hereunder without the prior written consent of the Indemnifying Party, unless such settlement, compromise or consent

(i) includes an unconditional release of the Indemnifying Party from all liability arising out of such Proceeding, (ii) does

not contain any admission or statement of any wrongdoing or liability on behalf of the Indemnifying Party and (iii) does not contain

any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnifying Party

or any of the Indemnifying Party’s Affiliates. An Indemnifying Party may not, without the prior written consent of the Indemnified

Party, settle or compromise any Proceeding or consent to the entry of any judgment with respect to which indemnification is being sought

hereunder that (A) does not result in a final, non-appealable, resolution of the Indemnified Party’s liability with respect

to the Proceeding (including, in the case of a settlement, an unconditional written release of the Indemnified Party from all further

liability in respect of such Proceeding) or (B) may adversely affect the Indemnified Party (other than as a result of money damages

covered by the indemnity), which consent shall not be unreasonably withheld, conditioned or delayed.

claim for indemnification by an Indemnified Party for any matter not involving a Proceeding by a Third Party may be asserted by Buyer

(on behalf of the Buyer Indemnified Parties) or Seller (on behalf of the Seller Indemnified Parties), as applicable, by written notice

to the Indemnifying Party from whom indemnification is sought. Such notice will specify with reasonable specificity the basis for such

claim. The Indemnifying Party shall have thirty (30) days from its receipt of the notice to (i) cure the Losses complained of, (ii) admit

its liability for such Losses or (iii) dispute the claim for such Losses. If the Indemnifying Party does not notify the Indemnified

Party within such thirty (30) day period that it has cured the Losses or that it disputes the claim for such Losses, the amount of such

Losses shall conclusively be deemed disputed by the Indemnifying Party hereunder. If the Indemnifying Party notifies the Indemnified

Party within such thirty (30) day period that it disputes the claim for such Losses, then the Indemnified Party may continue to seek

remedies available to it on the terms and subject to the provisions of this Agreement.

9.5           Calculation,

Timing, Manner and Characterization of Indemnification Payments.

(a)            Payments

of all amounts owing by an Indemnifying Party as a result of a Third-Party Claim shall be made as and when Losses with respect thereto

are incurred by the Indemnified Party and within fifteen (15) Business Days after the Indemnified Party makes demand therefor to the

Indemnifying Party. Payments of all amounts owing by an Indemnifying Party other than as a result of a Third-Party Claim shall be made

within fifteen (15) Business Days after the later of (i) the date the Indemnifying Party is deemed liable therefor pursuant to this

Article 9 (whether because the Indemnifying Party admits or acknowledges liability or otherwise) or (ii) if disputed,

the date of a Final Determination of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

9.6           Limits

of Liability.

(a)            Notwithstanding

anything to the contrary set forth herein, Buyer Indemnified Parties shall not be entitled to recover on a claim for indemnification

under Section 9.2(a)(i) for any individual Buyer Loss or series of related Buyer Losses (i) unless the amount of

each such Buyer Loss or series of related Buyer Losses exceeds one hundred thousand Dollars ($100,000) and (ii) then only to the

extent that all such Buyer Losses or series of related Buyer Losses that meet the requirements of the preceding clause (i) in the

aggregate (x) exceed the Indemnity Deductible and (y) do not exceed 10% of the Purchase Price in the aggregate; provided,

however, that the foregoing limitation shall not apply to any claim for indemnification with respect to any inaccuracy or breach

(or deemed inaccuracy or breach) of the Seller Fundamental Representations or the Special Warranty of Title. In no event shall Seller

be liable for any Buyer Losses (when taken together with all other Buyer Losses indemnifiable in accordance with the terms of this Article 9)

in excess of the Unadjusted Purchase Price.

(b)            Notwithstanding

anything to the contrary set forth herein, Seller Indemnified Parties shall not be entitled to recover on a claim for indemnification

under Section 9.3(a)(i) for any individual Seller Loss or series of related Seller Losses (i) unless the amount

of each such Seller Loss or series of related Seller Losses exceeds one hundred thousand Dollars ($100,000) and (ii) then only to

the extent that all such Seller Losses or series of related Seller Losses that meet the requirements of the preceding clause (i) in

the aggregate (x) exceed the Indemnity Deductible and (y) do not exceed 10% of the Purchase Price in the aggregate; provided,

however, that the foregoing limitation shall not apply to any claim for indemnification with respect to any inaccuracy or breach

(or deemed inaccuracy or breach) of the Buyer Fundamental Representations. In no event shall Buyer be liable for any Seller Losses (when

taken together with all other Seller Losses indemnifiable in accordance with the terms of this Article 9) in excess of the

Unadjusted Purchase Price.

9.7            Sole

and Exclusive Remedy.

(a)            From

and after the Closing, except for the Special Warranty of Title in the Asset Assignments, the remedies set forth in this Article 9

shall, in the absence of Fraud, provide the sole and exclusive remedies arising out of, in connection with, relating to or arising under

this Agreement, any certificate (including the certificates delivered at Closing by Buyer and Seller pursuant to Section 2.5(a)(iv) and

Section 2.5(b)(iv), respectively) or instrument delivered pursuant hereto, including any and all liabilities or obligations

related to environmental matters or liabilities or violations of Environmental Laws or releases of any Constituents of Concern, whether

based on contract, tort, strict liability, other laws or otherwise, including any breach or alleged breach of any representation, warranty,

covenant or agreement made herein. The Parties acknowledge and agree that, in the absence of Fraud, from and after the Closing the remedies

available in this Article 9 supersede (and each Party waives and releases) any other remedies available at Law or in equity

against the other Parties including rights of rescission, rights of contribution and claims arising under applicable statutes.

9.8            Compliance

with Express Negligence Rule. ALL RELEASES, LIMITATIONS ON LIABILITY AND INDEMNITIES CONTAINED IN THIS AGREEMENT, INCLUDING

THOSE IN THIS ARTICLE 9, SHALL APPLY IN THE EVENT OF THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER

FAULT OF THE PARTY WHOSE LIABILITY IS RELEASED, DISCLAIMED, LIMITED OR INDEMNIFIED.

9.9            Insurance

Proceeds. The Buyer Losses and Seller Losses giving rise to any claim hereunder shall be reduced by any insurance proceeds or

other payments actually received by the Indemnified Party (less the amount of any deductible paid or costs incurred by such Indemnified

Party in connection therewith) in satisfaction of any Losses giving rise to the claim. Buyer shall use its commercially reasonable efforts

to recover under insurance policies or under other rights of recovery for Losses; provided, however, that Buyer shall be

entitled to seek payment (including indemnification) under this Agreement pending resolution of any such recovery efforts.

9.10            Tax

Treatment of Indemnity Payments. For U.S. federal Income Tax purposes, the Parties agree to treat (and shall cause each of their

respective Affiliates to treat) any indemnity payment under this Agreement as an adjustment to the Unadjusted Cash Purchase Price unless

otherwise required by Law.

9.11         Damages

Waiver. No Indemnifying Party shall have any liability under this Article 9 to any Indemnified Party for indirect,

consequential, punitive or exemplary damages or damages for lost profits, loss of revenue or diminution of value, except to the extent

of reimbursement of such damages actually recovered by a Third Party from such Indemnified Party.

Article 10

OTHER PROVISIONS

10.1            Notices.

All notices, requests, demands and other communications (“Notices”) required or permitted under this Agreement shall

be in writing addressed as indicated below, and any communication or delivery hereunder shall be deemed to have been duly delivered upon

the earliest of: (a) actual receipt by the Party to be notified; (b) if sent by U.S. certified mail, postage prepaid, return

receipt requested, then the date shown as received on the return notice; (c) if by email or facsimile transmission, then upon the

earlier of (i) a reply by the intended recipient whether by email, facsimile or otherwise; provided that such intended recipient

shall have an affirmative duty to reply promptly upon receipt if received during business hours; and provided further, that an

automated response from the email account or server of the intended recipient shall not constitute an affirmative reply or (ii) on

the first (1st) Business Day after transmission (and sender shall bear the burden of proof of delivery); or (d) if by

Federal Express overnight delivery (or other reputable overnight delivery service), the date shown on the notice of delivery. Addresses

for all such Notices and communication shall be as follows:

If to Buyer, to:

Kimbell Royalty Partners, LP

777 Taylor Street, Suite 810

Fort Worth, TX 76102

Email: Robert@kimbellrp.com

Attention: Robert D. Ravnaas

With a copy to:

White & Case LLP

609 Main Street

Houston, TX 77002

Email:

jason.rocha@whitecase.com and

jteahen@whitecase.com

Attention:

Jason A. Rocha

Joshua Teahen

and

Kelly Hart & Hallman LLP

201 Main Street #2500

Fort Worth, TX 76102

Email: drew.neal@kellyhart.com

Attention:         Drew

Neal

If to Seller, to both:

Mesa Mineral Partners, LLC

820 Gessner, Suite 1470

Houston, Texas 77024

E-mail: Darin.Zanovich@mesamineralsllc.com

Attention: Darin A. Zanovich

With a copy to:

Latham & Watkins LLP

811 Main Street

Houston, Texas 77002

Attn: Chris Heasley

E-mail: Chris.Heasley@lw.com

or to such other address or addresses as the

Parties may from time to time designate in writing.

10.2         Assignment.

Neither Party shall assign this Agreement or any part hereof without the prior written consent of the other Party; provided, however,

Seller’s consent shall not be required for Buyer to assign this Agreement and its rights and obligations hereunder to an Affiliate;

provided, further, that no such assignment to an Affiliate shall relieve Buyer of any of its obligations or liabilities hereunder,

and Buyer shall remain jointly and severally liable with such Affiliate assignee for all of Buyer’s obligations and liabilities

under this Agreement.. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their

respective permitted successors and assigns.

10.3        Rights

of Third Parties. Subject to Sections 9.2, 9.3 and 10.11 and, nothing expressed or implied in this Agreement

is intended or shall be construed to confer upon or give any Person, other than the Parties, any right or remedies under or by reason

of this Agreement.

10.4        Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall

constitute one and the same instrument. Any facsimile electronic transmittal (PDF) copies hereof or signature hereon shall, for all purposes,

be deemed originals.

10.5         Entire

Agreement. This Agreement (together with the Disclosure Schedules, the Transaction Documents and exhibits to this Agreement)

and the Confidentiality Agreement constitute the entire agreement among the Parties and supersede any other agreements, whether written

or oral, that may have been made or entered into by or among any of the Parties or any of their respective Affiliates relating to the

transactions contemplated hereby. In the event any provision of any other Transaction Document shall in any way conflict with the provisions

of this Agreement (except where a provision therein expressly provides that it is intended to take precedence over this Agreement), this

Agreement shall control.

10.6        Disclosure

Schedules. Unless the context otherwise requires, all capitalized terms used in the Disclosure Schedules shall have the respective

meanings assigned in this Agreement. No reference to or disclosure of any item or other matter in the Disclosure Schedules shall be construed

as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred

to or disclosed in the Disclosure Schedules. No disclosure in the Disclosure Schedules relating to any possible breach or violation of

any agreement or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred.

The inclusion of any information in the Disclosure Schedules shall not be deemed to be an admission or acknowledgment by Seller or Buyer,

as applicable, in and of itself, that such information is material to or outside the Ordinary Course of any Person or required to be

disclosed on the Disclosure Schedules. Each disclosure in the Disclosure Schedules shall be deemed to qualify the particular sections

or subsections of the representations and warranties expressly referenced, and each other section or subsection of the representations

and warranties where the relevance of such disclosure is reasonably apparent.

10.7         Amendments.

This Agreement may be amended or modified in whole or in part, and terms and conditions may be waived, only by a duly authorized agreement

in writing which makes reference to this Agreement executed by each Party.

10.8        Severability.

If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this

Agreement shall remain in full force and effect. The Parties further agree that if any provision contained herein is, to any extent,

held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render

the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary,

shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a

valid and enforceable provision giving effect to the intent of the Parties to the greatest extent legally permissible.

10.9        Specific

Performance. The Parties acknowledge and agree (a) that each Party would be irreparably harmed by a breach by the other

Party of any of such other Party’s obligations under this Agreement and that the Parties would not have any adequate remedy at

law if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached

and (b) that the non-breaching Party shall be entitled to injunctive relief, specific performance, and other equitable remedies

against the breaching Party to enforce the performance by the breaching Party of its obligations under this Agreement (this being in

addition to any other remedy to which the non-breaching Party may be entitled at law or in equity), and the Parties hereby consent and

agree to such injunctive relief, specific performance, and other equitable remedies. Accordingly, each Party waives (i) any defenses

in any action for specific performance pursuant to this Agreement that a remedy at law would be adequate and (ii) any requirement

under any Law to post a bond or other security as a prerequisite to obtaining equitable relief.

10.10      Governing

Law; Jurisdiction.

(a)            Law.

This Agreement shall be governed and construed in accordance with the Laws of the State of Delaware, without regard to the Laws that

might be applicable under conflicts of laws principles that would require the application of the Laws of another jurisdiction; provided

that any matters relating to real property shall be governed by the laws of the State where such real property is located.

(b)            Forum.

The Parties agree that the appropriate, exclusive and convenient forum for any disputes between any of the Parties hereto arising out

of this Agreement or the transactions contemplated hereby shall be in the Texas Business Court, Eighth Division, in Houston, Texas, and

each of the Parties hereto irrevocably submits to the jurisdiction of such court solely in respect of any legal proceeding arising out

of or related to this Agreement. The Parties further agree that the Parties shall not bring suit with respect to any disputes arising

out of this Agreement or the transactions contemplated hereby in any court or jurisdiction other than the above-specified court; provided,

however, that in the event the Texas Business Court declines to exercise jurisdiction over a dispute arising out of this Agreement,

then the Parties agree that such dispute shall be brought in any state or federal court in Harris County, Texas. The Parties further

agree, to the extent permitted by Law, that a final and non-appealable judgment against a Party in any action or proceeding contemplated

above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment,

a certified or exemplified copy of which shall be conclusive evidence of the fact and amount of such judgment.

To the extent that any Party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process

(whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect

to itself or its property, each such Party hereby irrevocably (i) waives such immunity in respect of its obligations with respect

to this Agreement, and (ii) submits to the personal jurisdiction of any court described in Section 10.10(b).

(d)            JURY

WAIVER. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING OR

CLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT.

10.11      No

Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of

or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that

are expressly identified as Parties hereto in their capacities as such and, except to the extent otherwise provided herein, no former,

current or future equity holders, controlling Persons, directors, officers, employees, agents or Affiliates of any Party hereto or any

former, current or future, direct or indirect, equity holder, controlling Person, director, officer, employee, general or limited partner,

member, manager, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability

for any obligations or liabilities of the Parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on,

in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made

in connection herewith. Without limiting the rights of any Party against the other Parties hereto, in no event shall any Party or any

of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary

damages from, any Non-Recourse Party.

10.12      Legal

Representation. Following the Closing, Latham & Watkins LLP (“LW LLP”) may serve as counsel to Seller

and its Non-Recourse Parties, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, notwithstanding

such representation or any continued representation of any other Person, and each of the Parties (on behalf of itself and each of its

Non-Recourse Parties) consents thereto and waives any conflict of interest arising therefrom. The decision to represent Seller and its

Non-Recourse Parties shall be solely that of LW LLP. Any privilege attaching as a result of LW LLP representing Seller or any of its

Affiliates in connection with this Agreement shall survive the Closing and shall remain in effect; provided, that such privilege

from and after the Closing shall be assigned to and controlled by Seller; provided, further, that in the event that any

dispute arises after the Closing between Buyer, on the one hand, and any party other than the Parties or any of their respective Non-Recourse

Parties, on the other hand, then Buyer may assert such privilege to prevent the disclosure of any Privileged Communications by LW LLP

to such third party. In furtherance of the foregoing, each of the Parties agrees to take the steps necessary to ensure that any privilege

attaching as a result of LW LLP representing Seller in connection with this Agreement shall survive the Closing, remain in effect and

be assigned to and controlled by Seller. As to any privileged attorney client communications between LW LLP and Seller prior to the Closing

Date (collectively, the “Privileged Communications”), Buyer, together with any of its Affiliates, successors or assigns,

agree that no such party may use or rely on any of the Privileged Communications in any action or claim against or involving any of the

Parties or any of their respective Non-Recourse Parties after the Closing. Notwithstanding the foregoing, nothing herein shall be construed

as a waiver by Seller of the attorney-client privilege of the obligations of confidentiality owed by LW LLP to Seller with respect to

matters not regarding this Agreement.

10.13      Sellers’

Representative. Each Seller irrevocably constitutes and appoints Mesa Holdings (“Sellers’ Representative”)

as each such Seller’s true and lawful attorney-in-fact and agent and authorizes Sellers’ Representative to act for such Seller

in such Seller’s name, place and stead, in any and all capacities, to do and perform every act and thing required or permitted

to be done in connection with this Agreement, the Transaction Documents, and the transactions contemplated by this Agreement, as fully

to all intents and purposes as such Seller might or could do in person, including taking any and all action on behalf of such Seller

from time to time as contemplated under this Agreement. Each Seller acknowledges and agrees that, upon execution of this Agreement, upon

any delivery by Sellers’ Representative of any waiver, amendment, agreement, opinion, certificate or other document executed by

Sellers’ Representative, such Seller will be bound by such documents or action as if such Seller had executed and delivered such

documents on behalf of itself. Each Seller acknowledges and agrees that the delivery of any notice or making of any communication by

Buyer to Sellers’ Representative will be effective as fully as if such notice or communication was delivered or made to such Seller.

Each Seller agrees that Buyer will be entitled to rely fully on Sellers’ Representative and any action taken by Sellers’

Representative, on behalf of all Sellers, pursuant to this Section 10.13, and that each such action will be binding on each

Seller as fully as if such Seller had taken such action, and will not be responsible or liable for any errors or omissions that may be

set forth in any Closing Statement or any document containing account and wire transfer information of any Seller.

10.14      Buyer

Representative. KRP irrevocably constitutes and appoints OpCo (“Buyer Representative”) as KRP’s true

and lawful attorney-in-fact and agent and authorizes Buyer Representative to act for KRP in KRP’s name, place and stead, in any

and all capacities, to do and perform every act and thing required or permitted to be done in connection with the Cash Escrow Agreement,

as fully to all intents and purposes as KRP might or could do in person, including taking any and all action on behalf of KRP from time

to time as contemplated under this Agreement as it relates to the Cash Escrow Agreement. KRP acknowledges and agrees that, upon execution

of this Agreement, upon any delivery by Buyer Representative of any waiver, amendment, agreement, opinion, certificate or other document

executed by Buyer Representative as it relates to the Cash Escrow Agreement, KRP will be bound by such documents or action as if KRP

had executed and delivered such documents on behalf of itself. KRP acknowledges and agrees that the delivery of any notice or making

of any communication by Seller to Buyer Representative as it relates to the Cash Escrow Agreement will be effective as fully as if such

notice or communication was delivered or made to KRP. KRP agrees that Seller will be entitled to rely fully on Buyer Representative and

any action taken by Buyer Representative with respect to the Cash Escrow Agreement, on behalf of KRP, pursuant to this Section 10.14,

and that each such action will be binding on KRP as fully as if KRP had taken such action.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY

LEFT BLANK]

IN WITNESS WHEREOF, this

Agreement has been duly executed and delivered by each of the Parties as of the date first above written.

BUYER:

Kimbell Royalty Partners, LP

By: Kimbell Royalty GP, LLC

Its: General Partner

By:

/s/ Matthew S. Daly

Name:

Matthew S. Daly

Title:

Chief Operating Officer

Kimbell Royalty OPERATING, LLC

By:

/s/ Matthew S. Daly

Name:

Matthew S. Daly

Title:

Chief Operating Officer

[Signature Page to the Purchase and Sale Agreement]

SELLER:

MESA VISTA ROYALTIES, LLC

By:

/s/ Darin A. Zanovich

Name:

Darin A. Zanovich

Title:

President & CEO

MESA ROYALTIES III HOLDINGS, LLC

By:

/s/ Darin A. Zanovich

Name:

Darin A. Zanovich

Title:

President & CEO

MESA LAND COMPANY, LLC

By:

/s/ Darin A. Zanovich

Name:

Darin A. Zanovich

Title:

President & CEO

[Signature Page to the Purchase and Sale

Agreement]

EX-99.1 — EXHIBIT 99.1.

EX-99.1

Filename: tm2615033d1_ex99-1.htm · Sequence: 3

Exhibit 99.1

NEWS RELEASE

Kimbell Royalty

Partners, LP Announces $147 Million Permian Basin Mineral and Royalty Acquisition from Mesa Royalties

HIGHLIGHTS

· Expected

to be immediately accretive to distributable cash flow per unit1

· Transaction

expected to be funded with approximately 70% newly issued OpCo units directly to seller and

30% cash

· Targeted

oil and natural gas mineral and royalty interests located across the Permian Basin, with

over 2,300 gross producing wells and over 600 undeveloped locations

· Estimated

$23.3 million of NTM cash flow at strip pricing as of May 15, 20262

FORT

WORTH, Texas, May 19, 2026 – Kimbell Royalty Partners, LP (NYSE: KRP) (“Kimbell”

or the “Company”), a leading owner of oil and gas mineral and royalty interests in over 17 million gross acres in 28 states,

today announced that it has agreed to acquire mineral and royalty interests (“acquired assets”) from Mesa Royalties (portfolio

companies of funds managed by NGP), in a cash and unit transaction valued at approximately $147.0 million3,

subject to purchase price adjustments and other customary closing adjustments (the “Acquisition”). The purchase price for

the Acquisition is comprised of $44.0 million in cash (approximately 30% of the total consideration) and approximately 6.9 million newly

issued common units of Kimbell Royalty Operating, LLC (“OpCo”) valued at $103.0 million.

For the next twelve months, Kimbell

estimates that, as of June 1, 2026, the acquired assets will produce approximately 1,390 Boe/d (754 Bbl/d of oil, 315 Bbl/d of NGLs,

and 1,928 Mcf/d of natural gas) (6:1). The Acquisition is expected to close in the second quarter of 2026, subject to customary closing

conditions, and the effective date is expected to be June 1, 2026.

Asset Highlights:

High-quality rock across stacked pay zones in de-risked areas of both the Delaware and Midland basins

· Approximately

711 Net Royalty Acres (5,691 NRA normalized to 1/8th) across the Permian Basin

(70% Delaware / 30% Midland)

ü Broad,

diversified footprint with interests in over 400 Drill Spacing Units (“DSUs”)

across 15 Permian counties

1 Since the Acquisition

has an effective date of June 1, 2026, the cash flows from the acquired assets and related accretion will be recognized partially in

Q2 2026 and fully thereafter beginning in Q3 2026.

2 Illustrative cash flow

based on NTM acquired assets production and average realized cash margin of $45.91 / Boe. Net realized crude oil, natural gas and NGL

prices to calculate cash margin $79.52, $0.61 and $23.64, respectively.

3 Purchase price and related

valuation metrics reflect Kimbell’s 30-Day Volume Weighted Average Price of $14.86 per unit as of 05/15/2026.

ü Substantial

near-term development with 364 gross DUCs and Permits across the acreage and 13 active rigs

as of May 1, 2026, including 11 in the Delaware Basin

ü Deep

inventory of over 600 undeveloped locations identified across the position

ü Management

estimates 7.67 MMBoe in total proved reserves, reflecting a purchase price of approximately

$19.17 per total proved Boe

· 93%

of estimated first year cash flow from PDP and PDNP wells

ü Established,

oil-weighted production from over 2,300 total producing wells

ü Diversified

exposure to top operators, including ConocoPhillips, Apache, OXY, and Permian Resources

· Liquids-focused

asset base expected to strengthen Kimbell’s oil weighting from 32% to 33% of daily

production mix

Kimbell Continues Its Role as a Leading

Consolidator in the U.S. Oil and Gas Royalty Sector

Assuming the Acquisition

is consummated as described in this news release, Kimbell is expected to have over 17 million gross acres, over 135,000 gross wells and

a total of 93 active rigs on its properties, which represents approximately 18%4 of the total active land rigs drilling

in the continental United States. In addition, over 98% of all rigs in the continental United States are located in counties where Kimbell

is expected to hold mineral interest positions following the consummation of the Acquisition.

Advisors

Greenhill, a Mizuho

affiliate, served as exclusive financial advisor. White & Case LLP and Kelly Hart & Hallman LLP acted as legal counsel

to Kimbell. Moelis served as exclusive financial advisor and Latham & Watkins LLP served as legal advisor to Mesa Royalties.

About Kimbell Royalty Partners

Kimbell (NYSE:

KRP) is a leading oil and gas mineral and royalty company based in Fort Worth, Texas. Kimbell owns mineral and royalty interests in over

17 million gross acres in 28 states and in every major onshore basin in the continental United States, including ownership in more than

133,000 gross wells. To learn more, visit http://www.kimbellrp.com.

4 Based on Kimbell rig count

of 85, acquired assets rig count of 13 (5 rigs on targeted acreage overlap with existing KRP rig count) and Baker Hughes U.S. land rig

count of 530 as of March 27, 2026.

Forward-Looking Statements

This news release

includes forward-looking statements. These forward-looking statements, which include statements regarding the anticipated benefits of

the Acquisition, the expected timing of the closing of the Acquisition, operational data with respect to the Acquisition, involve risks

and uncertainties, including risks that the anticipated benefits of the Acquisition are not realized; risks relating to Kimbell’s

integration of the Acquisition assets; risks relating to the possibility that the Acquisition does not close when expected or at all

because any conditions to the closing are not satisfied on a timely basis or at all; and risks relating to Kimbell’s business and

prospects for growth and acquisitions. Except as required by law, Kimbell undertakes no obligation and does not intend to update these

forward-looking statements to reflect events or circumstances occurring after this news release. When considering these forward-looking

statements, you should keep in mind the risk factors and other cautionary statements in Kimbell’s filings with the Securities and

Exchange Commission (“SEC”). These include risks inherent in oil and natural gas drilling and production activities,

including risks with respect to low or declining prices for oil and natural gas that could result in downward revisions to the value

of proved reserves or otherwise cause operators to delay or suspend planned drilling and completion operations or reduce production levels,

which would adversely impact cash flow; risks relating to the impairment of oil and natural gas properties; risks relating to the availability

of capital to fund drilling operations that can be adversely affected by adverse drilling results, production declines and declines in

oil and natural gas prices; risks relating to Kimbell’s ability to meet financial covenants under its credit agreement or its ability

to obtain amendments or waivers to effect such compliance; risks relating to Kimbell’s hedging activities; risks of fire, explosion,

blowouts, pipe failure, casing collapse, unusual or unexpected formation pressures, environmental hazards, and other operating and production

risks, which may temporarily or permanently reduce production or cause initial production or test results to not be indicative of future

well performance or delay the timing of sales or completion of drilling operations; risks relating to delays in receipt of drilling permits;

risks relating to unexpected adverse developments in the status of properties; risks relating to borrowing base redeterminations by Kimbell’s

lenders, risks relating to the absence or delay in receipt of government approvals or third-party consents; risks relating to acquisitions,

dispositions and drop downs of assets; risks relating to Kimbell’s ability to realize the anticipated benefits from and to integrate

acquired assets, including the assets acquired in the Acquisition; and other risks described in Kimbell’s Annual Report on Form 10-K

and other filings with the SEC, available at the SEC’s website at www.sec.gov. You are cautioned not to place undue reliance

on these forward-looking statements, which speak only as of the date of this news release.

Contact:

Rick Black

Dennard Lascar Investor Relations

krp@dennardlascar.com

(713) 529-6600

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-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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