Exhibit 10.4


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of [●], 2021, is made and entered into by and among Kimbell Tiger Acquisition Corporation, a Delaware corporation (the
 “Company”), Kimbell Tiger Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”),
and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any
person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2, a “Holder”
and collectively the “Holders”).


 


RECITALS


 


WHEREAS, the Sponsor owns an aggregate
of 5,750,000 Class B units (“Class B Units”) of Kimbell Tiger Operating Company, LLC (“Opco”)
and 5,750,100 shares of the Company’s Class B common stock, par value $0.0001 per share (“Class B Common
Stock”) (collectively, the “Founder Shares”);


 


WHEREAS, the Sponsor also owns an aggregate
of 2,500 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”)
and 100 Class A units of Opco (“Class A Units”) (collectively, the “Sponsor Shares”);


 


WHEREAS, the Class B Units will automatically
convert into Class A Units at the time of the Company’s initial Business Combination (as defined below) on a one-for-one basis,
subject to adjustment pursuant to the terms of the Amended and Restated Limited Liability Company Agreement of Opco, dated [●],
2021;


 


WHEREAS, following the initial Business
Combination, the Holders will have the right to exchange their Class A Units (and a corresponding number of shares of Class B
Common Stock) for shares of Company’s Common Stock on a one-for-one basis;


 


WHEREAS, on [●], 2021, the Company
and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement, pursuant to which the Sponsor agreed to purchase
11,500,000 warrants (or 12,700,000 warrants if the over-allotment option in connection with the Company’s initial public offering
is exercised in full) (the “Sponsor Private Placement Warrants”) in a private placement transaction occurring
in connection with the closing of the Company’s initial public offering; and


 


WHEREAS, the Company and the Holders desire
to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain
securities of the Company, as set forth in this Agreement.


 


NOW, THEREFORE, in consideration of the
representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


Article I


 


Definitions


 


1.1.          Definitions.
The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:


 


“Agreement” shall have
the meaning given in the Preamble.


 


“Board” shall mean
the Board of Directors of the Company.


 



    


     


    

 


“Business Combination”
shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination
with one or more businesses, involving the Company.


 


“Class A Units”
shall have the meaning given in the Recitals hereto.


 


“Class B Common Stock”
shall have the meaning given in the Recitals hereto.


 


“Class B Units”
shall have the meaning given in the Recitals hereto.


 


“Commission” shall
mean the Securities and Exchange Commission.


 


“Common Stock” shall
have the meaning given in the Recitals hereto.


 


“Company” shall have
the meaning given in the Preamble.


 


“Demanding Holder”
shall mean any Holder or group of Holders that together elects to dispose of Registrable Securities having an aggregate value of at least
$25 million, at the time of the Underwritten Demand, under a Registration Statement pursuant to an Underwritten Offering.


 


“Effectiveness Period”
shall have the meaning given in subsection 3.1.1.


 


“Exchange Act” shall
mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form S-3” shall
mean Form S-3 or any similar short-form registration statement that may be available at such time.


 


“Founder Shares” shall
have the meaning given in the Recitals hereto.


 


“Holder Indemnified Persons”
shall have the meaning given in subsection 4.1.1.


 


“Holders” shall have
the meaning given in the Preamble.


 


“Maximum Number of Securities”
shall have the meaning given in subsection 2.1.4.


 


“Misstatement” shall
mean, in the case of a Registration Statement, an untrue statement of a material fact or an omission to state a material fact required
to be stated therein, or necessary to make the statements therein not misleading, and in the case of a Prospectus, an untrue statement
of a material fact or an omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.


 


“Opco” shall have the
meaning given in the Recitals hereto.


 


“Piggyback Registration”
shall have the meaning given in subsection 2.2.1.


 


“Private Placement Lock-up Period”
shall mean, with respect to the Private Placement Warrants and Common Stock underlying the Private Placement Warrants, until thirty (30)
days after the completion of a Business Combination.


 


“Private Placement Warrants”
shall have the meaning given in the Recitals hereto.


 


“Pro Rata” shall have
the meaning given in subsection 2.1.4.


 


“Prospectus” shall
mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any
and all post-effective amendments and including all material incorporated by reference in such prospectus.


 



    


     


    

 


“Registrable Security”
shall mean (a) the shares of Common Stock issued or issuable upon the exchange of Class A Units (and the corresponding shares
of Class B Common Stock), (b) the Private Placement Warrants (including any shares of Common Stock issued or issuable upon
the exercise of any such Private Placement Warrants or, if applicable, upon exchange of Class A Units issued upon the exercise of
any such Private Placement Warrants), (c) any equity securities (including the shares of Common Stock issued or issuable upon the
exercise of any such equity security) of the Company issuable upon conversion of any working capital loans in an amount up to $1,500,000
made to the Company by a Holder, (d) any outstanding share of Common Stock, including Common Stock comprising the Founder Shares
and Sponsor Shares, or any other equity security (including the shares of Common Stock issued or issuable upon the exercise of any other
equity security) of the Company held by a Holder as of the date of this Agreement or acquired prior to or in connection with the Business
Combination, and (e) any other equity security of the Company issued or issuable with respect to any such share of Common Stock
by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization;
provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a
Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities
shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities
shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have
been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities
Act; (C) such securities shall have ceased to be outstanding; or (D) such securities may be sold without registration pursuant
to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with
no volume or other restrictions or limitations).


 


“Registration” shall
mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and any such registration statement having
been declared effective by, or become effective pursuant to rules promulgated by, the Commission.


 


“Registration Expenses”
shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(A)          all
registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority
and any securities exchange on which the Common Stock is then listed);


 


(B)           fees
and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters
in connection with blue sky qualifications of Registrable Securities);


 


(C)           printing,
messenger, telephone and delivery expenses;


 


(D)          reasonable
fees and disbursements of counsel for the Company;


 


(E)           reasonable
fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such
Registration; and


 


(F)           reasonable
fees and expenses of one (1) legal counsel selected by the Demanding Holders initiating an Underwritten Demand, the Requesting Holders
participating in an Underwritten Offering and the Holders participating in a Piggyback Registration, as applicable.


 



    


     


    

 


“Registration Statement”
shall mean any registration statement under the Securities Act that covers the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements
to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“Requesting Holder”
shall have the meaning given in subsection 2.1.3.


 


“Securities Act” shall
mean the Securities Act of 1933, as amended from time to time.


 


“Sponsor” shall have
the meaning given in the Preamble.


 


“Sponsor Private Placement Warrants”
shall have the meaning given in the Recitals hereto.


 


“Sponsor Shares” shall
have the meaning given in the Recitals hereto.


 


“Suspension Event”
shall have the meaning given in Section 3.4.


 


“Underwriter” shall
mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s
market-making activities.


 


“Underwritten Demand”
shall have the meaning given in subsection 2.1.3.


 


“Underwritten Offering”
shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution
to the public.


 


Article II


 


Registrations


 


2.1.          Registration.


 


2.1.1        Shelf
Registration. The Company agrees that, within twenty (20) business days after the consummation of the Business Combination, the
Company will file with the Commission (at the Company’s sole cost and expense) a Registration Statement registering the resale
or other disposition of the Registrable Securities (a “Shelf Registration”).


 


2.1.2        Effective
Registration. The Company shall use its reasonable best efforts to cause such Registration Statement to become effective by the
Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Subject to the limitations contained
in this Agreement, the Company shall effect any Shelf Registration on such appropriate registration form of the Commission (a) as
shall be selected by the Company and (b) as shall permit the resale or other disposition of the Registrable Securities by the Holders.
If at any time a Registration Statement filed with the Commission pursuant to Section 2.1.1 is effective and a Holder provides
written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration
Statement, the Company will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take
place in accordance with the terms of this Agreement.


 



    


     


    

 


2.1.3        Underwritten
Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3, any Demanding Holder may make a written
demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1
(an “Underwritten Demand”). The Company shall, within five (5) days of the Company’s receipt
of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter requests to include
all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to such Underwritten Demand (each
such Holder that requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a
 “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if
such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt
by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have
their Registrable Securities included in such Underwritten Offering pursuant to such Underwritten Demand. All such Holders proposing
to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting
agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating
such Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten
Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection
2.1.3 within ninety (90) days after the closing of an Underwritten Offering.


 


2.1.4        Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Offering pursuant to an Underwritten
Demand, in good faith, advises the Company, the Demanding Holders, the Requesting Holders and other persons or entities holding Common
Stock or other equity securities of the Company that the Company is obligated to include pursuant to separate written contractual arrangements
with such persons or entities (if any) in writing that the dollar amount or number of Registrable Securities or other equity securities
of the Company requested to be included in such Underwritten Offering exceeds the maximum dollar amount or maximum number of equity securities
of the Company that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the
distribution method or the probability of success of such offering (such maximum dollar amount or maximum number of such securities,
as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering,
as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on
the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in
such Underwritten Offering and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have
requested be included in such Underwritten Offering (such proportion is referred to herein as “Pro Rata”)) that can be sold
without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clause (i), Common Stock or other equity securities of the Company that the Company desires to sell
and that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (i) and (ii), Common Stock or other equity securities
of the Company held by other persons or entities that the Company is obligated to include pursuant to separate written contractual arrangements
with such persons or entities and that can be sold without exceeding the Maximum Number of Securities.


 


2.2.          Piggyback
Registration.


 


2.2.1        Piggyback
Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to (i) file
a Registration Statement under the Securities Act with respect to an offering of equity securities of the Company, or securities or other
obligations exercisable or exchangeable for, or convertible into equity securities of the Company, for its own account or for the account
of stockholders of the Company, other than a Registration Statement (A) filed in connection with any employee stock option or other
benefit plan, (B) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (C) for
an offering of debt that is convertible into equity securities of the Company or (D) for a dividend reinvestment plan, or (ii) consummate
an Underwritten Offering for its own account or for the account of stockholders of the Company, then the Company shall give written notice
of such proposed action to all of the Holders as soon as practicable (but in the case of filing a Registration Statement, not less than
ten (10) days before the anticipated filing date of such Registration Statement), which notice shall (x) describe the amount
and type of securities to be included, the intended method(s) of distribution and the name of the proposed managing Underwriter
or Underwriters, if any, and (y) offer to all of the Holders the opportunity to register the sale of such number of Registrable
Securities as such Holders may request in writing within (a) five (5) days in the case of filing a Registration Statement and
(b) two (2) days in the case of an Underwritten Offering (unless such offering is an overnight or bought Underwritten Offering,
then one (1) day), in each case after receipt of such written notice (such Registration a “Piggyback Registration”).
The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best
efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested
by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as
any similar securities of the Company included in such Piggyback Registration and to permit the sale or other disposition of such Registrable
Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to include Registrable
Securities in an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form
with the Underwriter(s) selected for such Underwritten Offering by the Company.


 



    


     


    

 





2.2.2        Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback
Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration
in writing that the dollar amount or number of shares of the equity securities of the Company that the Company desires to sell, taken
together with (i) the shares of equity securities of the Company, if any, as to which Registration or Underwritten Offering has
been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities
hereunder, (ii) the Registrable Securities as to which Registration or Underwritten Offering has been requested pursuant to Section 2.2
and (iii) the shares of equity securities of the Company, if any, as to which Registration or Underwritten Offering has been
requested pursuant to separate written contractual piggyback registration rights of other stockholders of the Company, exceeds the Maximum
Number of Securities, then:


 


(a)           If
the Registration or Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Registration
or Underwritten Offering (A) first, the Common Stock or other equity securities of the Company that the Company desires to sell,
which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register
their Registrable Securities pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of
Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(A) and (B), Common Stock or other equity securities of the Company, if any, as to which Registration or Underwritten
Offering has been requested pursuant to written contractual piggyback registration rights of other stockholders of the Company, which
can be sold without exceeding the Maximum Number of Securities; or


 


(b)           If
the Registration or Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities,
then the Company shall include in any such Registration or Underwritten Offering (A) first, Common Stock or other equity securities
of the Company, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without
exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities
pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B),
Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum
Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (A), (B) and (C), Common Stock or other equity securities of the Company for the account of other persons
or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities,
which can be sold without exceeding the Maximum Number of Securities.


 



    


     


    

 


2.2.3        Piggyback
Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration
for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or
its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission
with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for
withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission
in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback
Registration prior to its withdrawal under this subsection 2.2.3.


 


2.2.4        Unlimited
Piggyback Registration Rights. For purposes of clarity, any Registration or Underwritten Offering effected pursuant to Section 2.2
shall not be counted as an Underwritten Offering pursuant to an Underwritten Demand effected under Section 2.1.


 


2.3.          Restrictions
on Registration Rights. If (A) the Holders have requested an Underwritten Offering pursuant to an Underwritten Demand and
the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (B) the Holders
have requested an Underwritten Offering pursuant to an Underwritten Demand and in the good faith judgment of the Board such Underwritten
Offering would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the undertaking
of such Underwritten Offering at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman
of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Underwritten
Offering in the near future and that it is therefore essential to defer the undertaking of such Underwritten Offering. In such event,
the Company shall have the right to defer such filing or offering for a period of not more than thirty (30) days; provided, however,
that the Company shall not defer its obligation in this manner more than once in any twelve (12)-month period.


 


Article III


 


Company
Procedures


 


3.1.          General
Procedures. The Company shall use its best efforts to effect such Registration or Underwritten Offering to permit the sale or
other disposition of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the
Company shall, as expeditiously as possible and to the extent applicable:


 


3.1.1        prepare
and file with the Commission as soon as practicable after the consummation of the Business Combination a Registration Statement with
respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and
remain effective until all Registrable Securities covered by such Registration Statement have been sold or are no longer outstanding
(such period, the “Effectiveness Period”);


 


3.1.2        prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be reasonably requested by the Holders or any Underwriter or as may be required by the rules, regulations or instructions
applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the
Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with
the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus or are no longer outstanding;


 



    


     


    

 


3.1.3        prior
to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration or Underwritten Offering, and such Holders’ legal
counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement
(in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus (including each preliminary
Prospectus) and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or Underwritten
Offering or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities
owned by such Holders; provided, that the Company will not have any obligation to provide any document pursuant to this clause that is
available on the Commission’s EDGAR system;


 


3.1.4        prior
to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered
by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the
Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request
and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered
with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and
do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the
Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify
or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then
otherwise so subject;


 


3.1.5        cause
all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued
by the Company are then listed;


 


3.1.6        provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date
of such Registration Statement;


 


3.1.7        advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any
stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding
for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if
such stop order should be issued;


 


3.1.8        during
the Effectiveness Period, furnish a conformed copy of each filing of any Registration Statement or Prospectus or any amendment or supplement
to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement
or Prospectus, promptly after such filing of such documents with the Commission to each seller of such Registrable Securities or its
counsel; provided, that the Company will not have any obligation to provide any document pursuant to this clause that is available on
the Commission’s EDGAR system;


 


3.1.9        notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act;


 


3.1.10      subject
to the provisions of this Agreement, notify the Holders of the happening of any event as a result of which a Misstatement exists, and
then to correct such Misstatement as set forth in Section 3.4;


 


3.1.11      permit
a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to
participate, at each such person’s own expense, in the preparation of the Registration Statement or the Prospectus, and cause the
Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter,
attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into a
confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such
information;


 



    


     


    

 


3.1.12      obtain
a comfort letter from the Company’s independent registered public accountants in the event of an Underwritten Offering, in customary
form and covering such matters of the type customarily covered by comfort letters as the managing Underwriter may reasonably request,
and reasonably satisfactory to a majority-in-interest of the participating Holders;


 


3.1.13      on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel
representing the Company for the purposes of such Registration, addressed to the placement agent or sales agent, if any, and the Underwriters,
if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the placement
agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters,
and reasonably satisfactory to such placement agent, sales agent or Underwriter;


 


3.1.14      in
the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter of such offering;


 


3.1.15      make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12)
months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement
which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated
thereafter by the Commission);


 


3.1.16      use
its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations
that may be reasonably requested by the Underwriter in any Underwritten Offering;


 


3.1.17      until
the date the Registrable Securities may be sold under Rule 144, in order to permit the Holders to conduct sales (including continuous
offerings based on market prices and block trades) of the Registrable Securities offered pursuant to the Registration Statement (“Brokerage
Trades”) through two or more reputable investment banks or other reputable broker-dealers designated by the Company (“Financial
Counterparties”): (a) enter into an equity distribution agreement or sales agreement with the Financial Counterparties,
in customary form, which shall include, among other provisions, indemnities similar to those in Article IV, and representations,
covenants and other indemnities and rights and obligations as are customary in equity distribution agreements for issuer ATM programs
(including an obligation of the Company to reimburse the Financial Counterparties for the expense of one counsel to the Financial Counterparties),
(b) notify the Holders of the identities of the Financial Counterparties, (c) to the extent requested by a Financial Counterparty
in order to engage in Brokerage Trades, the Company shall allow the Financial Counterparties to conduct customary “underwriter’s
due diligence” with respect to the Company, which may be on a periodic “bring down” basis when the Company files periodic
or current reports or there is material news about the Company, including (1) by using commercially reasonable efforts to cause
its independent certified public accountants to provide to the Financial Counterparties a “cold comfort” letter in form and
substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed
to the Financial Counterparties, (2) by using commercially reasonable efforts to cause its outside counsel to the Company to deliver
an opinion in form, scope and substance as is customarily given in an underwritten public offering, including a standard “10b-5”
letter for such offering, addressed to the Financial Counterparties, and (3) by providing a standard officer’s certificate
from the chief executive officer or chief financial officer, or other officers serving such functions, of the Company addressed to the
Financial Counterparties and (d) shall take such other reasonable action as requested by the Financial Counterparties in order to
expedite or facilitate the Brokerage Trades; and


 



    


     


    

 


3.1.18      otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
with such Registration.


 


3.2.          Registration
Expenses. The Registration Expenses in respect of all Registrations shall be borne by the Company. It is acknowledged by the
Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.


 


3.3.          Requirements
for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of
the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s
securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary
questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be
reasonably required under the terms of such underwriting arrangements.


 


3.4.          Suspension
of Sales. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (A) delay or postpone
the (i) initial effectiveness of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed
or requested pursuant to this Agreement, and (B) from time to time to require the Holders not to sell under any Registration Statement
or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries
is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal
counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information
that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement
or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration
Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension
Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten
Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days,
in each case during any twelve (12)-month period. Upon receipt of any written notice from the Company of a Suspension Event while a Registration
Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees
that (i) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant
to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare)
that corrects the relevant misstatements or omissions and receives notice that any post-effective amendment has become effective or unless
otherwise notified by the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality of information
included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company,
the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable
Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the
extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory
or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies
stored electronically on archival servers as a result of automatic data back-up.


 



    


     


    

 


3.5.          Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting
company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace
period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the
Exchange Act. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent
required from time to time to enable such Holder to sell or otherwise dispose of Registrable Securities held by such Holder without registration
under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any
successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder,
the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such
requirements.


 


Article IV


 


Indemnification
and Contribution


 


4.1.          Indemnification.


 


4.1.1        The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors, employees,
advisors, agents, representatives, members and each person who controls such Holder (within the meaning of the Securities Act) (collectively,
the “Holder Indemnified Persons”) against all losses, claims, damages, liabilities and expenses (including
reasonable attorneys’ fees and inclusive of all reasonable attorneys’ fees arising out of the enforcement of each such persons’
rights under this Section 4.1) resulting from any untrue or alleged untrue statement of material fact contained in any Registration
Statement, Prospectus or preliminary 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, in the light of the circumstances under which
they were made, not misleading, except insofar as the same are caused by or contained or included in any information furnished in writing
to the Company by or on behalf of such Holder Indemnified Person specifically for use therein.


 


4.1.2        In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to
the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its directors,
officers, employees, advisors, agents, representatives, members and agents and each person who controls the Company (within the meaning
of the Securities Act) against any losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and
inclusive of all reasonable attorneys’ fees arising out of the enforcement of each such persons’ rights under this Section 4.1)
resulting from any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary
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, in the light of the circumstances under which they were made, not misleading, but
only to the extent that the same are made in reliance on and in conformity with information relating to the Holder so furnished in writing
to the Company by or on behalf of such Holder specifically for use therein. In no event shall the liability of any selling Holder hereunder
be greater in amount than the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration
Statement giving rise to such indemnification obligation.


 



    


     


    

 


4.1.3        Any
person entitled to indemnification herein shall (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 prompt notice shall not impair any person’s right to indemnification
hereunder to the extent such failure has not materially prejudiced the indemnifying party) 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 or
there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying
party, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party.
If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party
without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not
to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified
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. No indemnifying party
shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be
settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement)
or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation.


 


4.1.4        The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director, employee, advisor, agent, representative, member or controlling person of such
indemnified party and shall survive the transfer of securities.


 


4.1.5        If
the indemnification provided under Section 4.1 is held by a court of competent jurisdiction to be unavailable to an indemnified
party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of
indemnifying the indemnified party, shall to the extent permitted by law contribute to the amount paid or payable by the indemnified
party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative
fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault
of the indemnifying party and indemnified party shall be determined by a court of law by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information
supplied by such indemnifying party or such indemnified party and the indemnifying party’s and indemnified party’s relative
intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of
any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering
giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above
shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3, any legal
or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties
hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro
rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this
subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent
misrepresentation.


 



    


     


    

 


Article V


 


Miscellaneous


 


5.1.          Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person
or by courier service providing evidence of delivery or (iii) transmission by hand delivery, telecopy, telegram, facsimile or email.
Each notice or communication that is mailed, delivered or transmitted in the manner described above shall be deemed sufficiently given,
served, sent, and received, in the case of mailed notices, on the third (3rd) business day following the date on which it is mailed,
in the case of notices delivered by courier service, hand delivery, telecopy or telegram, at such time as it is delivered to the addressee
(with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation,
and in the case of notices delivered by facsimile or email, at such time as it is successfully transmitted to the addressee. Any notice
or communication under this Agreement must be addressed, if to the Company or the Sponsor, to: 777 Taylor St., Fort Worth, Texas, 76102,
or by email to: [***], and, if to any Holder, to the address of such Holder as
it appears in the applicable register for the Registrable Securities or such other address as may be designated in writing by such Holder
(including on the signature pages hereto). Any party may change its address for notice at any time and from time to time by written
notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice
as provided in this Section 5.1.


 


5.2.          Assignment;
No Third-Party Beneficiaries.


 


5.2.1        This
Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or
in part.


 


5.2.2        This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors.


 


5.2.3        This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this
Agreement and Section 5.2.


 


5.2.4        No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company
unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 and
(ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment
made other than as provided in this Section 5.2 shall be null and void.


 


5.3.          Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original,
and all of which together shall constitute the same instrument, but only one of which need be produced.


 


5.4.          Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW
YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION.


 


5.5.          Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable
Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be
waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing,
any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder of the shares
of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the
consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or
delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any
rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party
shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 



    


     


    

 


5.6.          Other
Registration Rights. The Company represents and warrants that no person, other than a Holder has any right to require the Company
to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company
for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that
this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of
a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.


 


5.7.          Term.
This Agreement shall terminate upon the earlier of (i) the tenth (10th) anniversary of the date of this Agreement and (ii) with
respect to any Holder, the date as of which such Holder ceases to hold any Registrable Securities. The provisions of Article IV
shall survive any termination.


 


[SIGNATURE PAGES FOLLOW]


 



    


     


    

 


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


 


	 	COMPANY:
	 	 	 
	 	KIMBELL TIGER ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	Name:	Zachary M. Lunn
	 	Title:	President and Chief Executive Officer



 


HOLDERS:


 


KIMBELL TIGER ACQUISITION SPONSOR, LLC


 


By: Kimbell Royalty Operating, LLC, its Managing Member


 


	By:	 	 
	Name:	Matthew S. Daly	 
	Title:	Chief Operating Officer	 
	 	 	 
	 	 	 
	Name:   [·]	 



 


[Signature Page to Registration
Rights Agreement]