Exhibit 4.1


 


Execution Version


 





REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION
RIGHTS AGREEMENT, dated as of April 17, 2020 (this “Agreement”), is by and among Kimbell Royalty Partners,
LP, a Delaware limited partnership (the “Partnership”), and the parties listed on the signature page hereof.


 


RECITALS


 


WHEREAS, the
Partnership is party to (i) that certain Securities Purchase Agreement (the “SEP I Purchase Agreement”), dated
as of January 9, 2020, among Springbok Energy Feeder Fund, LLC, a Delaware limited liability company, NGP XI Mineral Holdings,
LLC, a Delaware limited liability company, Springbok Energy Feeder Fund A, LLC, a Delaware limited liability company, Springbok
Investments, LLC, a Delaware limited liability company, Jasmine Interests, LLC, a Texas limited liability company (“JI”),
KLF Red Head Oil and Gas LLC, an Oklahoma limited liability company, Fielding and Rita Claytor, each a resident of the State of
Texas, Silver Spur Resources, LLC, a Texas limited liability company (“SSR”), Virginia Altick, a resident of
the State of Texas (“VA”), Springbok Class B Vehicle, LP, a Delaware limited partnership (collectively, the
 “SEP I Sellers”), the Partnership, Kimbell Royalty Operating, LLC, a Delaware limited liability company (“OpCo”),
and, solely for the purposes set forth in Sections 6.20 and 10.12 of the SEP I Purchase Agreement, Springbok Investment Management,
LP, a Delaware limited partnership ("SIM”), pursuant to which the SEP I Sellers would contribute certain of their
assets to the Partnership in consideration for Common Units; and (ii) that certain Securities Purchase Agreement (the “SEP
II Purchase Agreement” and, together with the SEP I Purchase Agreement, the “Purchase Agreements”),
dated as of January 9, 2020, among Springbok Energy Partners II Holdings, LLC, a Delaware limited liability company (the “SEP
II Seller”), the Partnership, OpCo, solely for the purposes set forth in Section 6.20 of the SEP II Purchase Agreement,
SIM and, solely for the purposes set forth in Section 6.3 of the SEP II Purchase Agreement, SSR, pursuant to which the SEP II Seller
would contribute certain of its assets to OpCo in consideration for OpCo
Common Units and Class B Common Units;


 


WHEREAS, upon
the closing of the transactions contemplated by the Purchase Agreements, the Partnership and the Holders intend to enter into this
Agreement to provide for, among other things, certain registration rights with respect to the Common
Units issued or issuable to such Holders in exchange for their respective OpCo Common Units and Class B Common Units pursuant to
the terms of the Purchase Agreements;


 


WHEREAS, the
Partnership, Kimbell Intermediate Holdings, LLC, and Kimbell Royalty Holdings, LLC entered into that certain Contribution, Conveyance,
Assignment and Assumption Agreement, dated as of December 20, 2016, together with each of the other parties listed on the Exhibit
A thereto (the “Pre-IPO Registration Rights Agreement” and each Person entitled to registration rights thereunder,
a “Pre-IPO Holder”), providing certain registration rights with respect to the Common Units issued in connection
with the transactions contemplated by the Pre-IPO Registration Rights Agreement; and


 






     


     


    

 


WHEREAS,
the Partnership, EIGF Aggregator III LLC, TE Drilling Aggregator LLC, Haymaker Management, LLC, Haymaker Minerals &
Royalties, LLC, AP KRP Holdings, L.P., ATCF SPV, L.P., Zeus Investments, L.P., Apollo Kings Alley Credit SPV, L.P., Apollo
Thunder Partners, L.P., AIE III Investments, L.P., Apollo Union Street SPV, L.P., Apollo Lincoln Private Credit Fund, L.P.,
Apollo SPN Investments I (Credit), LLC, AA Direct, L.P., PEP I Holdings, LLC, PEP II Holdings, LLC, PEP III Holdings, LLC,
Cupola Royalty Direct, LLC, Kimbell Art Foundation and Rivercrest Capital Partners LP previously entered into an Amended and
Restated Registration Rights Agreement, dated as of March 25, 2019 (the “Existing Registration Rights
Agreement” and each Person entitled to registration rights thereunder, an “Existing Holder”),
providing certain registration rights with respect to the Common Units issued or issuable upon (a) the exchange of the Opco
Common Units and a corresponding number of Class B Common Units issued in connection various acquisitions or (b) the
conversion of the Series A Cumulative Convertible Preferred Units of the Partnership;


 


NOW, THEREFORE,
in consideration of the premises, mutual covenants and agreements hereinafter contained and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


Article I



DEFINITIONS


 


1.1             
Definitions.


 


(a)              
For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1.


 


“Affiliate”
means, with respect to any Person, any Person who, directly or indirectly through one or more intermediaries, controls, is controlled
by or is under common control with any Person; provided, that a “portfolio company” of NGP XI US Holdings, L.P.
or any entity controlled by a “portfolio company” of NGP XI US Holdings, L.P., shall not be deemed an Affiliate of
NGP.


 


“Applicable
SEP I Sellers” means the SEP I Sellers other than JI and VA.


 


“Automatic Shelf
Registration Statement” means an “Automatic Shelf Registration Statement,” as defined in Rule 405 under the
Securities Act.


 


“Beneficial
Ownership” and terms of similar import shall be as defined under and determined pursuant to Rule 13d-3 promulgated under
the Exchange Act.


 


“Business Day”
means any day on which the NYSE is open for trading.


 


“Class B Common
Units” means Class B units representing limited partner interests in the Partnership having the rights and obligations
specified with respect to “Class B Units” in the Partnership Agreement.


 


“Common Unit
Price” means the arithmetic average of the daily VWAP of the Common Units for the fifteen (15) consecutive trading days
prior to the determination date.


 




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


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations promulgated
by the SEC thereunder.


 


“Excluded Registration”
means a registration under the Securities Act of (i) securities registered on Form S-8 or any similar successor form and (ii) securities
registered to effect the acquisition of or combination with another Person.


 


“Existing Registrable
Securities” means “Registrable Securities” as defined in the Existing Registration Rights Agreement.


 


“General Partner”
means Kimbell Royalty GP, LLC, a Delaware limited liability company and the general partner of the Partnership.


 


“Holder”
means (i) a securityholder listed on the signature pages to this Agreement and (ii) any direct or indirect transferee of any such
securityholder, in each case of clause (i) and (ii), that holds Registrable Securities, including any securityholder
that receives Registrable Securities upon a distribution or liquidation of a Holder, who has been assigned the rights of the transferor
Holder under this Agreement in accordance with Section 2.8.


 


“Liquidated
Damages Multiplier” means the product of the Common Unit Price and the number of Registrable Securities held by such
applicable Holder as provided in Section 2.1(b) and Section 2.5(b).


 


“NYSE”
means the New York Stock Exchange.


 


“OpCo Common
Units” means common units representing limited liability company interests in OpCo having the rights and obligations
specified with respect to “Common Units” in the First Amended and Restated Limited Liability Company Agreement of OpCo,
dated as of September 23, 2018 (as may be amended from time to time).


 


“Overnight Underwritten
Offering” means an underwritten offering that is launched after the close of trading on one trading day and priced before
the open of trading on the next succeeding trading day.


 


“Partnership
Agreement” means the Third Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of September
23, 2018, as amended or restated from time to time.


 


“Partnership
Securities” means any class or series of equity interest in the Partnership, which shall include any limited partner
interests and the non-economic partner interest.


 


“Person”
or “person” means any individual, corporation, partnership, limited liability company, joint venture, association,
joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof.


 




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“Pre-IPO Registrable
Securities” means “Registrable Securities” as defined in the Pre-IPO Registration Rights Agreement.


 


“Prospectus”
means the prospectus (including any preliminary, final or summary prospectus) included in any Registration Statement, all amendments
and supplements to such prospectus and all other material incorporated by reference in such prospectus.


 


“register,”
 “registered” and “registration” refer to a registration effected by preparing and filing
a Registration Statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such Registration
Statement.


 


“Registrable
Securities” means, at any time, unless otherwise indicated, the Common Units issued pursuant to the SEP I Purchase Agreement
or the Common Units issuable to the Holders upon the exchange of the OpCo Common Units and Class B Common Units issued pursuant
to the SEP II Purchase Agreement, in each case, including any other securities of the Partnership or any successor of the Partnership
issued or issuable with respect to such Common Units by way of a unit dividend or unit split or in connection with a combination
of units, recapitalization, merger, consolidation or reorganization or similar event involving a change in the capital structure
of the Partnership; provided, however, that Registrable Securities shall cease to be Registrable Securities when
(i) they have been distributed to the public pursuant to an offering registered under the Securities Act, (ii) they have been distributed
to the public pursuant to Rule 144 (or any successor provision) under the Securities Act, (iii) they have been transferred or sold
to any Person to whom the rights under this Agreement are not assigned in accordance with this Agreement or (iv) they have been
transferred to any Person in connection with an in-kind distribution by a Holder that is organized as an investment fund, holding
company or similar vehicle and such Person is not an Affiliate of such Holder or an Applicable SEP I Seller.


 


“Registration
Expenses” means all expenses (other than Selling Expenses) arising from or incident to the Partnership’s performance
of or compliance with this Agreement, including, without limitation: (i) SEC, stock exchange, Financial Industry Regulatory Authority,
Inc. and other registration and filing fees; (ii) all fees and expenses incurred in connection with complying with any securities
or blue sky laws (including, without limitation, fees, charges and disbursements of counsel in connection with blue sky qualifications
of the Registrable Securities); (iii) all printing, duplicating, word processing, messenger, telephone and delivery expenses (including
expenses of printing Prospectuses); (iv) the fees, charges and disbursements of counsel to the Partnership and of its independent
public accountants, reserve engineers and any other accounting and legal fees, charges and expenses incurred by the Partnership
(including, without limitation, any expenses arising from any special audits or “comfort” letters required in connection
with or incident to any registration); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities
on the NYSE (or NASDAQ or any other national securities exchange on which the Common Units may then be listed) or the quotation
of Registrable Securities on any inter-dealer quotation system; (vi) the fees, disbursements and expenses incurred by the Partnership
in connection with any road show for underwritten offerings; and (vii) reasonable fees, disbursements and expenses of counsel to
the Holders in connection with the filing or amendment of any Registration Statement or Prospectus hereunder; provided that,
with respect to any offering, Registration Expenses shall only include such fees and expenses of one counsel to the Holders.


 




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“Registration
Statement” means any registration statement of the Partnership that covers the resale of any Registrable Securities pursuant
to the provisions of this Agreement filed with, or to be filed with, the SEC under the rules and regulations promulgated under
the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including pre-
and post-effective amendments, and all exhibits, financial information and all other material incorporated by reference in such
registration statement or Prospectus.


 


“Required Holders”
means Holders who then have Beneficial Ownership of more than 50% of the Registrable Securities.


 


“Rule 144”
means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the SEC as a replacement thereto having substantially the same effect as such rule.


 


“Same-Day Offering”
means an underwritten offering that is launched before the open of trading on one trading day and priced before the open of trading
or after the close of trading on such same trading day.


 


“SEC”
means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.


 


“Securities
Act” means the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations promulgated
by the SEC thereunder.


 


“Selling Expenses”
means the underwriting fees, discounts and commissions, placement fees of underwriters, broker commissions and any transfer taxes,
in each case, applicable to all Registrable Securities registered by the Holders.


 


“Shelf Registration
Statement” means a “shelf” registration statement of the Partnership that covers all the Registrable Securities
(and may cover other securities of the Partnership) on Form S-3 and under Rule 415 under the Securities Act or, if the Partnership
is not then eligible to file on Form S-3, on Form S-1 or any other appropriate form under the Securities Act, or any successor
rule that may be adopted by the SEC, including without limitation any such registration statement filed pursuant to Section 2.1
hereunder, and all amendments and supplements to such “shelf” registration statement, including post-effective amendments,
in each case, including the Prospectus contained therein, all exhibits thereto and any document incorporated by reference therein.


 


“Testing-the-Waters
Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d)
of the Securities Act.


 


“VWAP”
per Common Unit on any trading day shall mean the per share 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 share of Common Units on
such trading day as determined, using a volume-weighted average method, by a nationally recognized independent investment banking
firm retained by the applicable Holder for this purpose.


 




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“Written Testing-the-Waters
Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule
405 under the Securities Act.


 


(b)              
For purposes of this Agreement, the following terms have the meanings set forth in the sections indicated:


 


	Term	 	Section
	Advice	 	2.5(a)
	Agreement	 	Introductory Paragraph
	Blackout Period	 	2.4(s)
	Common Units	 	Introductory Paragraph
	Demand Request	 	2.1(d)
	Existing Holders	 	Recitals
	Existing Registration Rights Agreement	 	Recitals
	JI	 	Recitals
	LD Period	 	2.1(b)
	LD Termination Date	 	2.1(b)
	Liquidated Damages	 	2.1(b)
	Material Adverse Effect	 	2.1(f)
	OpCo	 	Recitals
	Opt-Out Notice	 	2.2(c)
	Participating Majority	 	2.1(e)
	Partnership	 	Introductory Paragraph
	Partnership Notice	 	2.1(d)
	Partnership Underwritten Offering	 	2.3
	Piggyback Registration Notice	 	2.2(a)
	Pre-IPO Holders	 	Recitals
	Pre-IPO Registration Rights Agreement	 	Recitals
	Records	 	2.4(l)
	Requesting Holder	 	2.1(d)
	Seller Affiliates	 	2.7(a)
	SIM	 	Recitals
	SSR	 	Recitals
	Suspension Notice	 	2.1(g)
	Suspension Period	 	2.1(g)
	Target Effective Date	 	2.1(b)
	Underwritten Shelf Takedown	 	2.1(c)
	VA	 	Recitals




 






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1.2             
Other Definitional and Interpretive Matters. Unless otherwise expressly provided or the context
otherwise requires, for purposes of this Agreement the following rules of interpretation apply.


 


(a)              
When calculating the period of time before which, within which or following which any act is to be done or step taken
pursuant to this Agreement, the date that is the reference date in calculating such period is excluded. If the last day of such
period is a non-Business Day, the period in question ends on the next succeeding Business Day.


 


(b)              
Any reference in this Agreement to $ means U.S. dollars.


 


(c)              
Any reference in this Agreement to gender includes all genders, and words imparting the singular number also include
the plural and vice versa.


 


(d)              
The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions
and the insertion of headings are for convenience of reference only and do not affect, and should not be utilized in, the construction
or interpretation of this Agreement.


 


(e)              
All references in this Agreement to any “Article” or “Section” are to the corresponding Article
or Section of this Agreement.


 


(f)               
The words “herein,” “hereinafter,” “hereof” and “hereunder”
refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.


 


(g)              
The word “including” or any variation thereof means “including, but not limited to,”
and does not limit any general statement that it follows to the specific or similar items or matters immediately following it.


 


(h)              
Any reference to Common Units shall apply to any other securities of the Partnership or any successor of the Partnership
issued or issuable with respect to such Common Units by way of a unit dividend or unit split or in connection with a combination
of units, recapitalization, merger, consolidation or reorganization or similar event involving a change in the capital structure
of the Partnership.


 






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Article II



REGISTRATION RIGHTS


 


2.1             
Shelf Registration.


 


(a)               The
Partnership will (i) within 30 days following the date of this Agreement, prepare and file (to the extent not previously
filed) a Shelf Registration Statement (which Shelf Registration Statement shall be an Automatic Shelf Registration Statement
if the Partnership is then eligible to file an Automatic Shelf Registration Statement with respect to such registration),
registering for resale the Registrable Securities under the Securities Act, and (ii) use its reasonable best efforts to cause
such Shelf Registration Statement to become effective as soon as reasonably practicable following such filing, but in any
event no later than the 120th day following the date of this Agreement. The plan of distribution indicated in the
Shelf Registration Statement will include all such methods of sale as any Holder may reasonably request in writing at least
five Business Days prior to the filing of the Shelf Registration Statement and that can be included in the Shelf Registration
Statement under the rules and regulations of the SEC. Until all Registrable Securities cease to be Registrable Securities,
the Partnership shall use its reasonable best efforts to keep current and effective for the maximum period permitted by the
rules and regulations of the SEC, such Shelf Registration Statement and file such supplements or amendments to such Shelf
Registration Statement (or file a new Shelf Registration Statement (which Shelf Registration Statement shall be an Automatic
Shelf Registration Statement if the Partnership is then eligible to file an Automatic Shelf Registration Statement) when or
before such preceding Shelf Registration Statement expires pursuant to the rules of the SEC) as may be necessary or
appropriate in order to keep such Shelf Registration Statement continuously effective and useable for the resale of all
Registrable Securities under the Securities Act. Any Shelf Registration Statement when declared effective (including the
documents incorporated therein by reference) will comply in all material respects as to form with all applicable requirements
of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not misleading.


 


(b)               With
respect to any Shelf Registration Statement covering Registrable Securities that has not been declared effective prior to the
date of this Agreement, if such Shelf Registration Statement required by Section 2.1(a) is not declared effective
prior to the 120th day following the date of this Agreement (the “Target Effective Date”), then each
applicable Holder shall be entitled to a payment (with respect to the Registrable Securities held by such applicable Holder),
as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall
accrue daily, for the first 60 days following the Target Effective Date, increasing by an additional 0.25% of the Liquidated
Damages Multiplier per 30-day period, that shall accrue daily, for each subsequent 60 days (i.e., 0.5% for 61-120 days, 0.75%
for 121-180 days and 1.0% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the
 “Liquidated Damages”). The Liquidated Damages payable pursuant to the immediately preceding sentence shall
be payable within 10 Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each
such applicable Holder in immediately available funds. The accrual of Liquidated Damages shall cease (a “LD
Termination Date” and, each such period beginning on the Target Effective Date, and ending on a LD Termination Date
being, a “LD Period”) at the earlier of (i) such Shelf Registration Statement becoming effective and (ii)
when such Holder no longer holds Registrable Securities. Any amount of Liquidated Damages shall be prorated for any period of
less than 30 calendar days accruing during a LD Period. If the Partnership is unable to cause such Shelf Registration
Statement to go effective by the Target Effective Date, as a result of an acquisition, merger, reorganization, disposition or
other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and the applicable Holders
may grant or withhold their consent to such request in their discretion. For the avoidance of doubt, nothing in this Section 2.1(b)
shall relieve the Partnership from its obligations under Section 2.1(a).


 






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(c)              
Any one or more Holders may request to sell all or any portion of their Registrable Securities in an underwritten
offering that is registered pursuant to a Shelf Registration Statement (each, an “Underwritten Shelf Takedown”);
provided, however, that in the case of each such Underwritten Shelf Takedown, such Holder or Holders will be entitled
to make such demand only if the gross proceeds from the sale of Registrable Securities in the Underwritten Shelf Takedown (before
the deduction of underwriting expenses and discounts), when taken together with the gross proceeds from the sale of any Existing
Registrable Securities and Pre-IPO Registrable Securities proposed to be included in such Underwritten Shelf Takedown, is reasonably
expected to exceed, in the aggregate, $50 million. At the request of such Holders, the plan of distribution for an Underwritten
Shelf Takedown may include a customary “road show” (including an “electronic road show”) or other substantial
marketing effort by the Partnership and the underwriters. Subject to the other limitations contained in this Agreement, the Partnership
will not be obligated hereunder to effect an Underwritten Shelf Takedown within 90 days after the closing of an Underwritten Shelf
Takedown and the Holders shall be entitled to demand no more than an aggregate of three Underwritten Shelf Takedowns per calendar
year.


 


(d)              
All requests for Underwritten Shelf Takedowns (a “Demand Request”) shall be made by the Holder(s)
making such request (each, a “Requesting Holder”) by giving written notice to the Partnership. Each Demand Request
shall specify the approximate number of Registrable Securities to be sold in the Underwritten Shelf Takedown and the expected price
range of securities to be sold in such Underwritten Shelf Takedown. Within five Business Days after receipt of any Demand Request,
the Partnership shall send written notice of such requested Underwritten Shelf Takedown to all other Holders, the Existing Holders
and the Pre-IPO Holders (the “Partnership Notice”) and shall include in such Underwritten Shelf Takedown all
Registrable Securities (as defined herein and as defined in the Existing Registration Rights Agreement and the Pre-IPO Registration
Rights Agreement, as applicable) with respect to which the Partnership has received written requests for inclusion therein within
five Business Days after sending the Partnership Notice (or within three Business Days after sending the Partnership Notice in
the case of an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal”). Any Holder shall have
the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in the Underwritten
Shelf Takedown pursuant to this Section 2.1(d) by giving written notice to the Partnership of such withdrawal until
the earlier of (i) the issuance of a press release by the Partnership with respect to such Underwritten Shelf Takedown or (ii)
the filing of any prospectus or prospectus supplement relating to such Underwritten Shelf Takedown.


 


(e)               The
Participating Majority shall select one or more nationally prominent firms of investment bankers reasonably acceptable to the
Partnership to act as the managing underwriter or underwriters in connection with such Underwritten Shelf Takedown. The
 “Participating Majority” shall mean, with respect to any particular Underwritten Shelf Takedown, the
Holders and the Existing Holders (excluding the Dropdown Holders (as defined in the Existing Registration Rights Agreement))
of a majority of the Registrable Securities and Existing Registrable Securities, as applicable, requested to be included in
such Underwritten Shelf Takedown. All Holders proposing to distribute their securities through such underwriting shall enter
into an underwriting agreement with such underwriter or underwriters in accordance with Section 2.1(h). The
Partnership will use its reasonable best efforts to cause members of senior management to cooperate with the underwriter(s)
in connection with the Underwritten Shelf Takedown and make themselves reasonably available to participate in the marketing
process in connection with the Underwritten Shelf Takedown as required by the managing underwriter(s) and providing such
additional information reasonably requested by the managing underwriter(s) (in addition to the minimum information required
by law, rule or regulation) in any prospectus relating to the Underwritten Shelf Takedown.


 






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(f)               
If the managing underwriter(s) for such Underwritten Shelf Takedown advise the Partnership, the participating Holders
and the participating Existing Holders that the inclusion of the amount of securities (including Registrable Securities) requested
to be included in the Underwritten Shelf Takedown will materially and adversely affect the pricing of the offering (a “Material
Adverse Effect”), then the Partnership shall so advise the participating Holders and the participating Existing Holders
of Registrable Securities and Existing Registrable Securities, as applicable, which would otherwise be underwritten pursuant hereto,
and the amount of securities that may be included in the underwriting shall be allocated among such participating Holders, participating
Existing Holders and participating Pre-IPO Holders, (i) first, among the participating Existing Holders and the participating
Pre-IPO Holders according to the priority set forth in Section 2.1(f)(ii) of the Existing Registration Rights Agreement; (ii) second,
to the extent all Existing Registrable Securities and Pre-IPO Registrable Securities requested to be included in such underwriting
by the participating Existing Holders and the participating Pre-IPO Holders have been included, among the participating Holders,
as nearly as possible, on a pro rata basis based on the total amount of Registrable Securities requested by such Holders to be
included in such underwriting; and (iii) third, to the extent all Registrable Securities requested to be included in such
underwriting by the participating Holders have been included, to other Persons pursuant to contractual registration rights, as
nearly as possible, on a pro rata basis based on the total amount of Registrable Securities (as defined in the other contractual
registration rights) requested by such other Persons to be included in such underwriting.


 


The Partnership
shall prepare preliminary and final prospectus supplements for use in connection with the Underwritten Shelf Takedown, containing
such additional information as may be reasonably requested by the underwriter(s).


 


(g)               Upon
written notice to the Holders and the Existing Holders (a “Suspension Notice”), the Partnership shall be
entitled to suspend, for a period of time not to exceed the periods specified in Section 2.4(s) (each, a
 “Suspension Period”), the use of any Registration Statement or Prospectus and shall not be required to
amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference if
(i) the Partnership receives any request by the SEC or any other federal or state governmental authority for amendments or
supplements to such Registration Statement or Prospectus or for additional information that pertains to such Holders or the
Existing Holders as sellers of Registrable Securities and Existing Registrable Securities, as applicable; (ii) the SEC issues
any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registrable Securities
or the initiation of any proceedings for that purpose; (iii) the Partnership receives any notification with respect to the
suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any proceeding for such purpose; or (iv) the board of directors, chief
executive officer or chief financial officer of the General Partner determines in its or his or her reasonable good faith
judgment that the Registration Statement or any Prospectus may contain an untrue statement of a material fact or may omit any
fact necessary to make the statements in the Registration Statement or Prospectus not misleading; provided, that the
Partnership shall use its good faith efforts to amend the Registration Statement or Prospectus to correct such untrue
statement or omission as promptly as reasonably practicable, unless the Partnership determines in good faith that such
amendment would reasonably be expected to have a materially detrimental effect on the Partnership.


 






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(h)              
If requested by the managing underwriter(s) for an Underwritten Shelf Takedown, the Partnership shall enter into
an underwriting agreement with the underwriters for such offering, such agreement to be in form and substance (including with respect
to representations and warranties by the Partnership) as is customarily given by the Partnership to underwriters in an underwritten
public offering, and to contain indemnities generally to the effect and to the extent provided in Section 2.7. No Holders
of Registrable Securities may participate in the Underwritten Shelf Takedown unless such Holder (i) agrees to sell such Holder’s
Registrable Securities on the basis provided in any underwriting arrangements approved by the Partnership and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form,
reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall
be required to (A) make any representations or warranties in connection with any such registration other than representations and
warranties as to (1) such Holder’s ownership of his or its Registrable Securities to be sold or transferred free and clear
of all liens, claims and encumbrances, (2) such Holder’s power and authority to effect such transfer and (3) such matters
pertaining to compliance with securities laws as may be reasonably requested or (B) undertake any indemnification obligations to
the Partnership or the underwriters with respect thereto except as otherwise provided in Section 2.7. Holders of Registrable
Securities participating in an offering of Registrable Securities, at their option, may require that the representations, warranties
and covenants of the Company in any underwriting agreement that are made to or for the benefit of any underwriters, to the extent
applicable, also be made to and for the benefit of such Holders, participating Existing Holders and participating Pre-IPO Holders.


 


(i)                 Each
of the Holders hereby agrees (i) to cooperate with the Partnership and to furnish to the Partnership all such information
regarding such Holder, its ownership of Registrable Securities and the disposition of such securities in connection with the
preparation of the Registration Statement and any filings with any state securities commission as the Partnership may
reasonably request, (ii) to the extent required by the Securities Act, to deliver or cause delivery of the Prospectus
contained in the Registration Statement, any amendment or supplement thereto, to any purchaser of Registrable Securities
covered by the Registration Statement from the Holder and (iii) if requested by the Partnership, to notify the Partnership of
any sale of Registrable Securities by such Holder.


 






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2.2             
Piggyback Registrations.


 


(a)              
Each time the Partnership proposes to register any of its equity securities (other than pursuant to an Excluded Registration)
under the Securities Act for sale to the public (whether for the account of the Partnership or the account of any Existing Holder,
Pre-IPO Holder or other securityholder (other than a Holder pursuant to this Agreement) of the Partnership pursuant to contractual
registration rights) and the form of registration statement to be used (including a Shelf Registration Statement) permits the registration
of Registrable Securities, the Partnership shall give prompt written notice (a “Piggyback Registration Notice”)
to each Holder and the Existing Holders (which notice shall be given not less than (i) five Business Days prior to the anticipated
filing date or (ii) three Business Days prior to the anticipated filing date in the case of an Overnight Underwritten Offering,
Same-Day Offering or similar “bought deal”), which notice shall offer each such Holder and each Existing Holder the
opportunity to include any or all of its or his Registrable Securities and Existing Registrable Securities, as applicable, in such
registration statement, subject to the limitations contained in Section 2.2(b) hereof. Each Holder who desires to have
its or his Registrable Securities included in such registration statement shall so advise the Partnership in writing (stating the
number of Registrable Securities desired to be registered) within three Business Days (or one Business Day in the case of an Overnight
Underwritten Offering, Same-Day Offering or similar “bought deal”) after the date it receives such notice from the
Partnership. Any Holder shall have the right to withdraw such Holder’s request for inclusion of all or a portion of such
Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2(a) by giving written
notice to the Partnership of such withdrawal. Subject to Section 2.2(b) below, the Partnership shall include in such
registration statement all such Registrable Securities so requested to be included therein; provided, however, that
the Partnership may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or
cease proceeding with the registration of all other equity securities originally proposed to be registered. For the avoidance of
doubt, any registration or offering pursuant to this Section 2.2 shall not be considered an Underwritten Shelf Takedown
for purposes of Section 2.1 of this Agreement.


 


(b)              
With respect to any registration pursuant to Section 2.2(a), if the managing underwriter(s) advise the
Partnership that the inclusion of the amount of securities (including Registrable Securities) requested to be included in the Registration
Statement will have a Material Adverse Effect, the Partnership shall so advise all Holders, the Pre-IPO Holders and the Existing
Holders of Registrable Securities, Pre-IPO Registrable Securities and Existing Registrable Securities, as applicable, that would
otherwise be underwritten pursuant hereto, and the amount of securities that may be included in the underwriting shall be allocated,


 






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(i)                 in
the case of a registration for the account of the Partnership, (A) first, to include the securities the Partnership
proposes to register, (B) second, among the participating Existing Holders and the participating Pre-IPO Holders
according to the priority set forth in Section 2.2(b)(i) of the Existing Registration Rights Agreement, (C) third,
among the participating Holders, as nearly as possible, on a pro rata basis based on the total amount of Registrable
Securities requested by such Holders and (D) fourth, among any other Persons pursuant to contractual registration
rights, as nearly as possible, on a pro rata basis; and


 


(ii)             
in the case of a registration for the account of the Existing Holders, the Pre-IPO Holders or any other Persons pursuant
to contractual registration rights, (A) first, among the participating Existing Holders and the participating Pre-IPO Holders
according to the priority set forth in Section 2.2(b)(ii) of the Existing Registration Rights Agreement, (B) second, among
the participating Holders, as nearly as possible, on a pro rata basis based on the total amount of Registrable Securities requested
by such Holders, (C) third, to include the securities the Partnership proposes to register, if at all, and (D) fourth,
among any such other Persons pursuant to contractual registration rights, as nearly as possible, on a pro rata basis.


 


If, as a result of
the provisions of this Section 2.2(b), any Holder shall not be entitled to include all Registrable Securities in a
registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include
Registrable Securities in such Registration Statement. No Person may participate in any Registration Statement pursuant to Section 2.2(a)
unless such Person (x) agrees to sell such person’s Registrable Securities on the basis provided in any underwriting arrangements
approved by the Partnership and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements
and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided,
however, that no such Person shall be required to (i) make any representations or warranties in connection with any such
registration other than representations and warranties as to (A) such Person’s ownership of his or its Registrable Securities
to be sold or transferred free and clear of all liens, claims and encumbrances, (B) such Person’s power and authority to
effect such transfer and (C) such matters pertaining to compliance with securities laws as may be reasonably requested or (ii)
undertake any indemnification obligations to the Partnership or the underwriters with respect thereto except as otherwise provided
in Section 2.7.


 


(c)              
Any Holder may deliver written notice (an “Opt-Out Notice”) to the Partnership requesting that
such Holder not receive from the Partnership any Piggyback Registration Notice; provided, however, that such Holder
may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently
revoked), the Partnership shall not deliver any notice to such Holder pursuant to Section 2.2(a) and such Holder shall
no longer be entitled to participate in any registration or offering pursuant to Section 2.2(a).


 






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2.3              Holdback
Agreement. Upon the request of the Partnership, by electing to include Registrable Securities in a Registration
Statement pursuant to Section 2.1 or Section 2.2, each Holder shall agree not to effect any sale or
distribution of securities of the Partnership of the same or similar class or classes of the securities included in the
Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a
sale pursuant to Rule 144, during such periods as reasonably requested (but in no event for a period longer than 45 days
following the date of the applicable Prospectus; provided that each of the executive officers and directors of the
Partnership that hold Common Units or securities convertible into or exchangeable or exercisable for Common Units are subject
to the same restriction for the entire time period required of the Holders hereunder) by the representatives of the
underwriters, if an underwritten offering by the Partnership (a “Partnership Underwritten Offering”); provided
further, for the avoidance of doubt, that such restrictions shall only apply to a Holder if such Holder has elected to
sell and actually sells Registrable Securities in such a Partnership Underwritten Offering. The provisions of this Section 2.3
will no longer apply to a Holder once such Holder ceases to hold at least 1% of the Registrable Securities acquired as a
result of the transactions contemplated in the Purchase Agreements. The provisions of this Section 2.3 shall not
apply to (a) any transfer of Registrable Securities by a Holder to (i) any stockholder, member, managing member, general or
limited partner of any Holder, (ii) any investment fund managed by any of such persons, (iii) any other Affiliate of any
Holder or (iv) in the case of NGP, a “portfolio company” of NGP XI US Holdings, L.P. or any entity
controlled by a “portfolio company” of NGP XI US Holdings, L.P., so long as such transfer is not for value and
any such person agrees to and remains to be bound hereby, (b) the entry by any Holder of a bona fide pledge of any
Registrable Securities (and any foreclosure on any such pledge) and (c) any hedging transaction with respect to an index or
basket of securities where the equity securities of the Partnership constitute a de minimis amount.


 


2.4             
Registration Procedures. In connection with the registration and sale of Registrable Securities
pursuant to this Agreement, the Partnership will use its reasonable best efforts to effect the registration and the sale of such
Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Partnership will:


 


(a)              
if the Registration Statement is not automatically effective upon filing, use reasonable best efforts to cause such
Registration Statement to become effective as promptly as reasonably practicable;


 


(b)              
promptly notify each selling Holder, promptly after the Partnership receives notice thereof, of the time when such
Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement
has been filed;


 


(c)              
after the Registration Statement becomes effective, promptly notify each selling Holder of any request by the SEC
that the Partnership amend or supplement such Registration Statement or Prospectus;


 


(d)              
prepare and file with the SEC such amendments and supplements to the Registration Statement and the Prospectus used
in connection therewith as may be reasonably necessary to keep the Registration Statement effective during the period set forth
in, and subject to the terms and conditions of, this Agreement, and to comply with the provisions of the Securities Act with respect
to the disposition of all Registrable Securities covered by the Registration Statement for the period required to effect the distribution
of the Registrable Securities as set forth in Section 2 hereof;


 


(e)               furnish
to the selling Holders such numbers of copies of such Registration Statement, each amendment and supplement thereto, each
Prospectus (including each preliminary Prospectus and Prospectus supplement) and such other documents as the selling Holders
and any underwriter(s) may reasonably request in order to facilitate the disposition of the Registrable Securities;


 






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(f)               
use its reasonable best efforts to register and qualify the Registrable Securities under such other securities or
blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders and any underwriter(s) and do any and
all other acts and things that may be reasonably necessary or advisable to enable the selling Holders or any underwriter(s) to
consummate the disposition of the Registrable Securities in such jurisdictions; provided, however, that the Partnership
shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent
to service of process in any jurisdiction, unless the Partnership is already subject to service in such jurisdiction and except
as may be required by the Securities Act, or subject itself to taxation in any such jurisdiction, unless the Partnership is already
subject to taxation in such jurisdiction;


 


(g)              
use its reasonable best efforts to cause all such Registrable Securities to be listed on a national securities exchange
or trading system and each securities exchange and trading system (if any) on which similar equity securities issued by the Partnership
are then listed;


 


(h)              
provide a transfer agent and registrar for the Registrable Securities and provide a CUSIP number for all such Registrable
Securities, in each case not later than the effective date of the Registration Statement;


 


(i)                
use its reasonable best efforts to furnish to the underwriters of such offering, with copies furnished to the participating
Holders and the participating Existing Holders, on the date that Registrable Securities are delivered to the underwriters for sale,
if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the
Partnership for the purposes of such registration, in form and substance as is customarily given by counsel for the Partnership
to underwriters in an underwritten public offering, addressed to the underwriters, (ii) a letter dated as of such date, from the
independent public accountants of the Partnership, in form and substance as is customarily given by independent public accountants
to underwriters in an underwritten public offering, addressed to the underwriters, and (iii) an engineers’ reserve report
letter as of such date, from the independent petroleum engineers of the Partnership, in form and substance as is customarily given
by independent petroleum engineers to underwriters in an underwritten public offering, addressed to the underwriters;


 


(j)                
if requested by the selling Holders, cooperate with the Holders and the managing underwriter(s) (if any) to facilitate
the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable
law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and
registered in such names as such selling Holders or the managing underwriter (if any) may request and keep available and make available
to the Partnership’s transfer agent prior to the effectiveness of such Registration Statement a supply of such certificates;


 




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(k)              
in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement,
in form and substance as is customarily given by the Partnership to underwriters in an underwritten public offering, with the underwriter(s)
of such offering;


 


(l)                
upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Partnership, promptly
make available for inspection by the selling Holders, any underwriter(s) participating in any disposition pursuant to such Registration
Statement and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all
financial and other records, pertinent corporate documents and properties of the Partnership reasonably requested (collectively,
 “Records”), and use reasonable best efforts to cause the Partnership’s officers, directors, employees
and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant
or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and
to conduct appropriate due diligence in connection therewith; provided, that Records that the Partnership determines, in
good faith, to be confidential and that it notifies the selling Holders are confidential shall not be disclosed by the selling
Holders unless the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction
or is otherwise required by applicable law. Each Holder agrees that information obtained by it as a result of such inspections
shall be deemed confidential and shall not be used by it or its affiliates (other than with respect to such Holders’ due
diligence) unless and until such information is made generally available to the public, and further agrees that, upon learning
that disclosure of such Records is sought in a court of competent jurisdiction, to the extent permitted and to the extent practicable,
it shall give notice to the Partnership and allow the Partnership to undertake appropriate action to prevent disclosure of the
Records deemed confidential;


 


(m)            
promptly notify the selling Holders and any underwriter(s) of the notification to the Partnership by the SEC of its
initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of the Registration
Statement, and in the event of the issuance of any stop order suspending the effectiveness of such Registration Statement, or of
any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities
included in such Registration Statement for sale in any jurisdiction, use its reasonable best efforts to obtain promptly the withdrawal
of such order;


 


(n)               promptly
notify the selling Holders and any underwriter(s) at any time when a Prospectus relating thereto is required to be delivered
under the Securities Act of the occurrence of any event as a result of which the Prospectus included in the Registration
Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to
be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they
were made, and at the request of any selling Holder promptly prepare and furnish to such selling Holder a reasonable number
of copies of a supplement to or an amendment of such Prospectus, or a revised Prospectus, as may be necessary so that, as
thereafter delivered to the purchasers of such securities, such Prospectus shall not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances under which they were made (following receipt of any supplement or amendment to any
Prospectus, the selling Holders shall deliver such amended, supplemental or revised Prospectus in connection with any offers
or sales of Registrable Securities, and shall not deliver or use any Prospectus not so supplemented, amended or revised);


 






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(o)              
promptly notify the selling Holders and any underwriter(s) of the receipt by the Partnership of any notification
with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue
sky laws of any jurisdiction;


 


(p)              
make available to each selling Holder (i) promptly after the same is prepared and publicly distributed, filed with
the SEC or received by the Partnership, one copy of each Registration Statement and any amendment thereto, each preliminary Prospectus
and Prospectus and each amendment or supplement thereto, each letter written by or on behalf of the Partnership to the SEC or the
staff of the SEC (or other governmental agency or self-regulatory body or other body having jurisdiction, including any domestic
or foreign securities exchange) and each item of correspondence from the SEC or the staff of the SEC (or other governmental agency
or self-regulatory body or other body having jurisdiction, including any domestic or foreign securities exchange), in each case,
relating to such Registration Statement and (ii) such number of copies of each Prospectus, including a preliminary Prospectus,
and all amendments and supplements thereto and such other documents as any Holder or any underwriter may reasonably request in
order to facilitate the disposition of the Registrable Securities. The Partnership will promptly notify the selling Holders of
the effectiveness of each Registration Statement or any post-effective amendment or the filing of any supplement or amendment to
such Registration Statement or of any Prospectus supplement. The Partnership will promptly respond to any and all comments received
from the SEC, with a view towards causing each Registration Statement or any amendment thereto to be declared effective by the
SEC as soon as practicable and shall file an acceleration request, if necessary, as soon as practicable following the resolution
or clearance of all SEC comments or, if applicable, following notification by the SEC that any such Registration Statement or any
amendment thereto will not be subject to review;


 


(q)              
take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, that, to the
extent that any prohibition is applicable to the Partnership, the Partnership will take all reasonable action to make any such
prohibition inapplicable;


 


(r)               
take such other actions as are reasonably necessary in order to facilitate the disposition of such Registrable Securities;
and


 






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(s)                notwithstanding
any other provision of this Agreement, the Partnership shall not be required to file a Registration Statement (or any
amendment thereto) or request effectiveness of such Registration Statement or effect a requested Underwritten Shelf Takedown
(or, if the Partnership has filed a Shelf Registration Statement and has included Registrable Securities therein, the
Partnership shall be entitled to suspend the offer and sale of Registrable Securities pursuant to such Registration
Statement) for a period of up to 60 days if (i) the board of directors of the General Partner determines that a postponement
is in the best interest of the Partnership and its unitholders generally due to a proposed transaction involving the
Partnership and determines in good faith that the Partnership’s ability to pursue or consummate such a transaction
would be materially and adversely affected by any required disclosure of such transaction in the Registration Statement or
the Shelf Registration Statement, (ii) the board of directors of the General Partner determines such registration would
render the Partnership unable to comply with applicable securities laws or (iii) the board of directors of the General
Partner determines such registration would require disclosure of material information that the Partnership has a bona fide
business purpose for preserving as confidential (any such period, a “Blackout Period”); provided, however,
that in no event shall any Blackout Period and/or Suspension Period collectively exceed an aggregate of 90 days in any
12-month period.


 


2.5             
Suspension of Dispositions.


 


(a)              
Each Holder agrees by acquisition of any Registrable Securities that, upon receipt of a Suspension Notice from the
Partnership of the occurrence of any event of the kind described in Section 2.1(g), Section 2.4(n) or Section 2.4(s),
such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until such
Holder’s receipt of the copies of the supplemented or amended Prospectus, or until it is advised in writing (the “Advice”)
by the Partnership that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings
which are incorporated by reference in the Prospectus. The Partnership shall extend the period of time during which the Partnership
is required to maintain the Registration Statement effective pursuant to this Agreement by the number of days during the period
from and including the date of the giving of such Suspension Notice to and including the date such Holder either receives the supplemented
or amended Prospectus or receives the Advice. If so directed by the Partnership, such Holder will deliver to the Partnership all
copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities
current at the time of receipt of such notice. The Partnership shall use its reasonable best efforts and take such actions as are
reasonably necessary to render the Advice as promptly as practicable. Any Underwritten Shelf Takedown which is suspended because
of a Suspension Notice shall not be deemed to be a Demand Request for purposes of Section 2.1(c) unless and until a
suspension pursuant to this Section 2.5 is concluded and such Underwritten Shelf Takedown is completed.


 






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(b)               If
(i) any of the Holders shall be prohibited from selling their Registrable Securities under a Shelf Registration Statement or
other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding
paragraph in excess of the periods permitted therein or (ii) a Shelf Registration Statement or other registration statement
contemplated by this Agreement is filed and declared effective but, during the period from which such Shelf Registration
Statement is first declared or becomes effective until all Registrable Securities cease to be Registrable Securities, shall
thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 10 Business
Days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the SEC pursuant to
Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective
amendment, supplement or report is filed with the SEC, but not including any day on which a suspension is lifted or such
amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall pay each such Holder an
amount equal to the Liquidated Damages, following the earlier of (x) the date on which the Suspension Period exceeded the
permitted period and (y) the 11th Business Day after such Shelf Registration Statement or other registration statement
contemplated by this Agreement ceased to be effective or failed to be useable for its intended purposes, as liquidated
damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (x) or (y) above shall be deemed
the Target Effective Date, as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension
shall be deemed lifted with respect to each such Holder on the date that notice that the suspension has been terminated is
delivered to such Holder. Liquidated Damages shall cease to accrue pursuant to this paragraph upon the earlier of (i) a
suspension being deemed lifted and (ii) when such Holder no longer holds Registrable Securities included in such Shelf
Registration Statement.


 


2.6             
Registration Expenses. All Registration Expenses shall be borne by the Partnership. In addition,
for the avoidance of doubt, the Partnership shall pay its internal expenses in connection with the performance of or compliance
with this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses
and fees for listing the securities to be registered on each securities exchange on which they are to be listed. All Selling Expenses
relating to Registrable Securities registered shall be borne by the Holders of such Registrable Securities pro rata on the basis
of the number of Registrable Securities sold.


 


2.7             
Indemnification.


 


(a)               The
Partnership agrees to indemnify and reimburse, to the fullest extent permitted by law, each Holder that is a seller of
Registrable Securities, and each of its employees, advisors, agents, representatives, partners, officers and directors and
each Person who controls such Holder (within the meaning of the Securities Act or the Exchange Act) (collectively, the
 “Seller Affiliates”) (i) against any and all losses, claims, damages, liabilities and expenses, joint or
several (including, without limitation, attorneys’ fees and disbursements except as limited by Section 2.7(c)),
based upon, arising out of, related to or resulting from any untrue or alleged untrue statement of a material fact contained
in any Registration Statement or Prospectus, any Written Testing-the-Waters Communication, or any amendment thereof or
supplement thereto, or any omission or alleged omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, (ii) against any and all losses, liabilities, claims, damages and expenses whatsoever,
as incurred, to the extent of the aggregate amount paid in settlement of any litigation or investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim whatsoever based upon, arising out of, related to or
resulting from any such untrue statement or omission or alleged untrue statement or omission and (iii) against any and all
costs and expenses (including reasonable fees, charges and disbursements of counsel) as may be reasonably incurred in
investigating, preparing or defending against any litigation, investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon, arising out of, related to or resulting from any such untrue
statement or omission or alleged untrue statement or omission, or such violation of the Securities Act or Exchange Act, to
the extent that any such expense or cost is not paid under subparagraph (i) or (ii) above; except insofar as any such
statements are made in reliance upon information furnished to the Partnership in writing by such seller or any Seller
Affiliate expressly for use therein. The reimbursements required by this Section 2.7(a) will be made by periodic
payments during the course of the investigation or defense, as and when bills are received or expenses incurred.


 






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(b)              
In connection with any Registration Statement in which a Holder that is a seller of Registrable Securities is participating,
each such Holder will furnish to the Partnership such information and affidavits as the Partnership reasonably requests for use
in connection with any such Registration Statement or Prospectus or any Written Testing-the-Waters Communication and, to the fullest
extent permitted by law, each such seller will indemnify the Partnership and its directors and officers and each Person who controls
the Partnership (within the meaning of the Securities Act or the Exchange Act) against any and all losses, claims, damages, liabilities
and expenses (including, without limitation, reasonable attorneys’ fees and disbursements except as limited by Section 2.7(c))
resulting from any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus
or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein
or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission is contained in any information or affidavit so furnished by such seller or any of its
Seller Affiliates in writing specifically for inclusion in the Registration Statement; provided that the obligation to indemnify
will be several, not joint and several, among such sellers of Registrable Securities, and the liability of each such seller of
Registrable Securities will be in proportion to the amount of Registrable Securities sold by them, and, provided, further,
that such liability will be limited to the net amount received by such seller from the applicable sale of Registrable Securities.


 


(c)               Any
Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that the failure to give such notice shall not limit the rights of
such Person) and (ii) unless, in such indemnified party’s reasonable judgment, a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the
defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that
any Person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the
defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (A) the
indemnifying party has agreed to pay such fees or expenses or (B) the indemnifying party shall have failed to assume the
defense of such claim and employ counsel reasonably satisfactory to such Person. If such defense is not assumed by the
indemnifying party as permitted hereunder, the indemnifying party will not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent will not be unreasonably withheld, conditioned or
delayed). If such defense is assumed by the indemnifying party pursuant to the provisions hereof, such indemnifying party
shall not settle or otherwise compromise the applicable claim unless (x) such settlement or compromise contains a full and
unconditional release of the indemnified party or (y) the indemnified party otherwise consents in writing (which consent will
not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume
the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties
indemnified (which, in the event the indemnified parties are Holders, shall be chosen by a majority of the Holders so
indemnified on the basis of the number of Registrable Securities related to or otherwise involved in such claim) by such
indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, a conflict of
interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in
which event the indemnifying party shall be obligated to pay the reasonable fees and disbursements of such additional counsel
or counsels.


 






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(d)              
Each party hereto agrees that, if for any reason the indemnification provisions contemplated by Section 2.7(a)
or Section 2.7(b) are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses,
claims, damages, liabilities or expenses (or actions in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, liabilities or expenses
(or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and
the indemnified party in connection with the actions which resulted in the losses, claims, damages, liabilities or expenses as
well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall
be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact relates to information supplied by such indemnifying party or indemnified party,
and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement
or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.7(d)
were determined by pro rata allocation (even if the Holders or any underwriters or all of them were treated as one entity
for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to
in this Section 2.7(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages,
liabilities or expenses (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with investigating or, except as provided in Section 2.7(c),
defending any such action or claim. Notwithstanding the provisions of this Section 2.7(d), no Holder shall be required
to contribute an amount greater than the dollar amount by which the net proceeds received by such Holder with respect to the sale
of any Registrable Securities exceeds the amount of damages which such Holder has otherwise been required to pay by reason of
any and all untrue or alleged untrue statements of material fact or omissions or alleged omissions of material fact made in any
Registration Statement or Prospectus or any amendment thereof or supplement thereto related to such sale of Registrable Securities.
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations in this
Section 2.7(d) to contribute shall be several in proportion to the amount of Registrable Securities registered by
them and not joint.


 






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If indemnification
is available under this Section 2.7, the indemnifying parties shall indemnify each indemnified party to the full extent
provided in Section 2.7(a) and Section 2.7(b) without regard to the relative fault of said indemnifying
party or indemnified party or any other equitable consideration provided for in this Section 2.7(d) subject, in the
case of the Holders, to the limited dollar amounts set forth in Section 2.7(b).


 


(e)              
No indemnifying party shall be liable for any settlement effected without its written consent (which consent may
not be unreasonably delayed or withheld). Each indemnifying party agrees that it will not, without the indemnified party’s
prior written consent, consent to entry of any judgment or settle or compromise any pending or threatened claim, action or proceeding
in respect to which indemnification or contribution may be sought hereunder unless the foregoing contains and unconditional release,
in form and substance reasonably satisfactory to the indemnified parties, of the indemnified parties from all liability and obligation
arising therefrom.


 


(f)               
The indemnification and contribution provided for under this Agreement will remain in full force and effect regardless
of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified
party and will survive the transfer of securities.


 


2.8             
Transfer of Registration Rights. The registration rights of a Holder under this Agreement with
respect to any Registrable Securities may be transferred or assigned to any purchaser or transferee of Registrable Securities;
provided, however, that (i) such Holder shall give the Partnership written notice prior to the time of such transfer
stating the name and address of the transferee and identifying the securities with respect to which the rights under this Agreement
are being transferred; (ii) such transferee shall agree in writing, in form and substance reasonably satisfactory to the Partnership,
to be bound as a Holder by the provisions of this Agreement; and (iii) immediately following such transfer, the further disposition
of such securities by such transferee shall be restricted to the extent set forth under applicable law.


 


2.9              Current
Public Information. With a view to making available to the Holders of Registrable Securities the benefits of Rule 144
and Rule 144A promulgated under the Securities Act and other rules and regulations of the SEC that may at any time permit a
Holder to sell securities of the Partnership to the public without registration, the Partnership covenants that it will (a)
for as long as the Common Units are registered pursuant to Section 12(b), Section 12(g) or Section 15(d) of
the Exchange Act, use its reasonable best efforts to file in a timely manner all reports and other documents required, if
any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder, (b) if
it is not required to file such reports, make available information necessary to comply with Rule 144 and Rule 144A, if
available with respect to resales of the Registrable Securities under the Securities Act, at all times, and (c) take such
further action as any holder or holders of Registrable Securities may reasonably request, all to the extent required from
time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by (i) Rule 144 and Rule 144A promulgated under the Securities Act (if available with
respect to resales of the Registrable Securities), as such rules may be amended from time to time, or (ii) any other rules or
regulations now existing or hereafter adopted by the SEC.


 






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2.10         
Partnership Obligations Regarding Transfers. In connection with any sale or transfer of Registrable
Securities by any Holder, including any sale or transfer pursuant to Rule 144 and Rule 144A promulgated under the Securities Act
and other rules and regulations of the SEC that may at any time permit a Holder to sell securities of the Partnership to the public
without registration, the Partnership shall, to the extent allowed by law, take any and all action necessary or reasonably requested
by such Holder in order to permit or facilitate such sale or transfer, including, without limitation, at the sole expense of the
Partnership, by (a) issuing such directions to any transfer agent, registrar or depositary, as applicable, (b) delivering such
opinions to the transfer agent, registrar or depositary as are customary for a transaction of this type and are reasonably requested
by the same and (c) taking or causing to be taken such other actions as are reasonably necessary (in each case, on a timely basis)
in order to cause any legends, notations or similar designations restricting transferability of the Registrable Securities held
by such Holder to be removed and to rescind any transfer restrictions (other than as may apply pursuant to Section 2.3)
with respect to such Registrable Securities; provided, however, that such Holder shall deliver to the Partnership,
in form and substance reasonably satisfactory to the Partnership, representation letters regarding such Holder’s compliance
with Rule 144 or Rule 144A, as may be applicable.


 


2.11         
No Conflict of Rights. The Partnership represents and warrants that except for the Existing Registration
Rights Agreement and the Pre-IPO Registration Rights Agreement, it has not granted, and is not subject to, any registration rights
that are superior to, inconsistent with or that in any way violate or subordinate the rights granted to the Holders hereby. The
Partnership shall not, prior to the termination of this Agreement, (a) grant any registration rights that are superior to, inconsistent
with or that in any way violate or subordinate the rights granted to the Holders hereby, including any registration or other right
that is directly or indirectly intended to violate or subordinate the rights granted to the Holders hereby or (b) issue any Partnership
Securities to any Pre-IPO Holder unless such Pre-IPO Holder has irrevocably waived all rights under the Pre-IPO Registration Rights
Agreement with respect to such Partnership Securities.


 


2.12         
Free Writing Prospectuses. The Partnership shall not permit any officer, director, underwriter,
broker or any other person acting on behalf of the Partnership to use any free writing prospectus (as defined in Rule 405 under
the Securities Act) in connection with any Registration Statement covering Registrable Securities, without the prior written consent
of each participating Holder and any underwriter. No Holder shall, or permit any officer, manager, underwriter, broker or any other
person acting on behalf of such Holder to, use any free-writing prospectus in connection with any Registration Statement covering
Registrable Securities, without the prior written consent of the Partnership.


 






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2.13          Section
2(a)(11) Underwriter. The Partnership will not name a Holder as an underwriter as defined in Section 2(a)(11) of
the Securities Act in any Shelf Registration Statement without such Holder’s consent. If the staff of the SEC requires
the Partnership to name any Holder as an underwriter as defined in Section 2(a)(11) of the Securities Act, and such
Holder does not consent thereto, then such Holder’s Registrable Securities shall not be included on such Shelf
Registration Statement, such Holder shall no longer be entitled to receive Liquidated Damages under this Agreement with
respect to such Holder’s Registrable Securities and the Partnership shall have no further obligations hereunder with
respect to Registrable Securities held by such Holder, unless such Holder has not had an opportunity to conduct customary
underwriter’s due diligence (including receipt of comfort letters and opinions of counsel) with respect to the
Partnership at the time such Holder’s consent is sought.


 


Article III



TERMINATION


 


3.1             
Termination. The provisions of this Agreement shall terminate and be of no further force and effect
upon the date when there shall no longer be any Registrable Securities outstanding.


 


Article IV



MISCELLANEOUS


 


4.1             
Notices. Any notice or other communication required or permitted hereunder shall be in writing
and shall be delivered by hand, by facsimile transmission or electronic mail transmission, or by certified or registered mail,
postage prepaid and return receipt requested. Notices shall be deemed to have been given upon delivery, if delivered by hand, three
days after mailing, if mailed, and upon receipt of an appropriate electronic confirmation, if delivered by facsimile or electronic
mail transmission. Notices shall be delivered to the parties at the addresses set forth below:


 


	 	
        If to the Partnership:

        Kimbell Royalty Partners, LP

        777 Taylor Street, Suite 810

        Fort Worth, Texas 76102

        Email: Davis@kimbellrp.com

        Facsimile: (817) 877-3728

        Attention: R. Davis Ravnaas

         

	With copies to (which shall not constitute notice):
	 	
        

        Baker Botts L.L.P.

        910 Louisiana Street

        Houston, Texas 77002

        Email: jason.rocha@bakerbotts.com

        Facsimile: (713) 229-2858

        Attention: Jason A. Rocha

         

	If to any Holder, at its address listed on the signature pages hereof.



 






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Any party may from
time to time change its address or designee for notification purposes by giving the other parties prior notice in the manner specified
above of the new address or the new designee and the subsequent date upon which the change shall be effective.


 


4.2             
Choice of Law; Exclusive Jurisdiction; Waiver of Jury Trial.


 


(a)              
This Agreement shall be constructed, interpreted and enforced in accordance with, and the respective rights and obligations
of the parties shall be governed by, the laws of the State of Delaware without regard to principles of conflicts of law that would
require the application of the laws of another jurisdiction.


 


(b)              
All actions and proceedings for the enforcement of or based on, arising out of or relating to this Agreement shall
be heard and determined exclusively in any state or federal court in Harris County, Texas, and each of the parties hereto hereby
(i) irrevocably submits to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts
therefrom) in any such action or proceeding, (ii) irrevocably waives the defense of an inconvenient forum to the maintenance of
any such action or proceeding, (iii) agrees that it shall not bring any such action in any court other than the above-specified
courts and (iv) irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid,
to the address at which the Partnership or Holder, as the case may be, is to receive notice in accordance with Section 4.1.
The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by applicable law.


 


(c)              
Each of the parties hereto hereby irrevocably waives any and all rights to trial by jury in any legal proceeding
arising out of or related to this Agreement.


 


4.3             
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and
their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any
other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement; provided,
however, the parties hereto hereby acknowledge that the Persons set forth in Section 2.7 are express third-party
beneficiaries of the obligations of the parties hereto set forth in Section 2.7.


 


4.4             
Successors and Assigns. Except as otherwise expressly provided herein, this Agreement shall be
binding upon and benefit the Partnership, each Holder and their respective successors and assigns. The Partnership shall not, directly
or indirectly, enter into any merger, consolidation or reorganization in which the Partnership shall not be the surviving entity
unless the surviving entity shall, prior to such merger, consolidation or reorganization, agree in writing to assume the obligations
of the Partnership under this Agreement, and for that purpose references hereunder to “Registrable Securities”
shall be deemed to include the common equity interests or other securities, if any, which the Holders would be entitled to receive
in exchange for Registrable Securities under any such merger, consolidation or reorganization, provided that, to the extent
the Holders receive securities that are by their terms convertible into common equity interests of the issuer thereof, then any
such common equity interests as are issued or issuable upon conversion of said convertible securities shall be included within
the definition of “Registrable Securities.”


 




    25


     


    

 


4.5             
Counterparts. This Agreement may be executed by the parties in separate counterparts (including
by means of executed counterparts delivered via facsimile or other electronic means), each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.


 


4.6             
Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable
in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and the remaining
provisions shall not in any way be affected or impaired thereby.


 


4.7             
No Waivers; Amendments.


 


(a)              
No failure or delay on the part of the Partnership or any Holder in exercising any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other
or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative
and are not exclusive of any remedies that may be available to the Partnership or any Holder at law or in equity or otherwise.


 


(b)              
Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing
and is signed by the Partnership and the Required Holders.


 


4.8             
Entire Agreement. This Agreement and the other writings referred to herein or therein or delivered
pursuant hereto or thereto, contain the entire agreement between the Holders and the Partnership with respect to the subject matter
hereof and supersede all prior and contemporaneous arrangements or understandings with respect thereto.


 


4.9             
Remedies; Specific Performance.


 


(a)              
Each Holder shall have all rights and remedies reserved for such Holder pursuant to this Agreement and all rights
and remedies which such Holder has been granted at any time under any other agreement or contract and all of the rights which such
Holder has under any law or equity. Any Person having any rights under any provision of this Agreement will be entitled to enforce
such rights specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other
rights granted by law or equity.


 


(b)              
The parties hereto recognize and agree that money damages may be insufficient to compensate the Holders of any Registrable
Securities for breaches by the Partnership of the terms hereof and, consequently, that the equitable remedies of injunctive relief
and of specific performance of the terms hereof will be available in the event of any such breach, without the necessity of posting
bonds or other security. If any action should be brought in equity to enforce any of the provisions of this Agreement, none of
the parties hereto shall raise the defense that there is an adequate remedy at law.


 


4.10          Negotiated
Agreement. This Agreement was negotiated by the parties with the benefit of legal representation, and any rule of
construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party shall not
apply to the construction or interpretation hereof.


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
LEFT BLANK]


 




    26


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first
written above.


 


	 	KIMBELL ROYALTY PARTNERS, LP
	 	 
	 	By: 	Kimbell Royalty GP, LLC, its general partner                         
	 	 
	 	By: 	/s/ R. Davis Ravnaas             	 
	 	Name: 	R. Davis Ravnaas
	 	Title: 	President and Chief Financial Officer
	 	 
	 	Address:
	 	 
	 	Kimbell Royalty Partners,
    LP
	 	777 Taylor Street, Suite
    810
	 	Fort Worth, Texas 76102
	 	Email: Davis@kimbellrp.com
	 	Facsimile: (817) 877-3728
	 	Attention: R. Davis Ravnaas
	 	 
	 	With a copy to:
	 	 
	 	Baker Botts L.L.P.
	 	910 Louisiana Street
	 	Houston, TX 77002
	 	Email: jason.rocha@bakerbotts.com
	 	Facsimile: (713) 229-2858
	 	Attention: Jason A. Rocha



 


[Signature Page
to Registration Rights Agreement]


 






     


     


    

 


	 	Silver
    Spur Resources, LLC
	 	 
	 	bY: 	SPRINGBOK
    INVESTMENT MANAGEMENT,
    LP, 
	 	As
Attorney-in-fact, Pursuant to the Powers of Attorney Granted to Sim Under the Sep
I Purchase Agreement.
	 	
	 	 
	 	By: 	Springbok Management GP Corp.,
	 	Its: 	General Partner
	 	 
	 	 
	 	By: 	/s/ Ryan Watts                      	 
	 	Name: 	Ryan Watts
	 	Title: 	Authorized Officer
	 	 
	 	Address:
	 	 
	 	5950 Berkshire Lane, Suite
    1250
	 	Dallas, Texas 75225
	 	Email: rwatts@springbokenergy.com
	 	Attention: Ryan Watts
	 	 
	 	With a copy to:
	 	 
	 	Willkie Farr & Gallagher
    LLP
	 	600 Travis Street, Suite 2100
	 	Houston, Texas 77002
	 	E-mail: mpiazza@willkie.com
	 	Attention: Michael De Voe Piazza




 


[Signature Page
to Registration Rights Agreement]


 






     


     


    

 


	 	SEP
    I Holdings, LLC
	 	 
	 	By: 	/s/ Ryan Watts                                   	                                         
	 	Name: 	Ryan Watts
	 	Title: 	Authorized Officer
	 	 
	 	Address:
	 	 
	 	5950 Berkshire Lane, Suite
    1250
	 	Dallas, Texas 75225
	 	Email: rwatts@springbokenergy.com
	 	Attention: Ryan Watts
	 	 
	 	With a copy to:
	 	 
	 	Willkie Farr & Gallagher
    LLP
	 	600 Travis Street, Suite 2100
	 	Houston, Texas 77002
	 	E-mail: mpiazza@willkie.com
	 	Attention: Michael De Voe Piazza



 


[Signature Page
to Registration Rights Agreement]




 









     


     


    

 


	 	Springbok
    Energy Partners II Holdings, LLC
	 	 
	 	By: 	/s/ Ryan Watts                              	        
	 	Name: 	Ryan Watts
	 	Title: 	President and Chief Executive Officer
	 	 
	 	Address:
	 	 
	 	5950 Berkshire Lane,
    Suite 1250
	 	Dallas, Texas 75225
	 	Email: rwatts@springbokenergy.com
	 	Attention: Ryan Watts
	 	 
	 	With a copy to:
	 	 
	 	Willkie Farr & Gallagher
    LLP
	 	600 Travis Street, Suite
    2100
	 	Houston, Texas 77002
	 	E-mail: mpiazza@willkie.com
	 	Attention: Michael De
    Voe Piazza



 


[Signature Page
to Registration Rights Agreement]