Exhibit 10.7


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT,
effective as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and
between Kimbell Tiger Acquisition Corporation, a Delaware corporation (the “Company”), and Kimbell Tiger Acquisition
Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).


 


WHEREAS, the Company intends to consummate an
initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one share of
the Company’s Class A common stock, par value $0.0001 per share (each, a “Share”), and one-half of one
redeemable warrant (the “Public Warrants”), as set forth in the Company’s registration statement on Form S-1,
filed with the Securities and Exchange Commission (the “SEC”), File Number 333-258260 (the “Registration
Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), and each whole Public Warrant
entitles the holder to purchase one Share at an exercise price of $11.50 per Share; and


 


WHEREAS, the Purchaser has agreed to purchase
an aggregate of 11,500,000 warrants (or up to 12,700,000 warrants if the over-allotment option in connection with the Public Offering is
exercised in full) (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder to purchase
one Share at an exercise price of $11.50 per Share.


 


NOW THEREFORE, in consideration of the mutual
promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


		Section 1.	Authorization, Purchase and Sale; Terms of the Private Placement
Warrants.



 


A.            Authorization
of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the
Purchaser.


 


B.           Purchase
and Sale of the Private Placement Warrants. On the date that is one business day prior to the date of the consummation of the Public
Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”),
the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company 11,500,000 Private Placement Warrants
at a price of $1.00 per warrant for an aggregate purchase price of $11,500,000 (the “Purchase Price”), which shall be
paid by the Purchaser by wire transfer of immediately available funds to an account designated by the Company in accordance with the Company’s
wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company shall, at its option,
deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to
the Purchaser, or effect such delivery in book-entry form. On the date that is one business day prior to the date of the consummation
of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually
agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment
Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company
shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 1,200,000 Private Placement
Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $1,200,000 (if the over-allotment option in connection
with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by the Purchaser
by wire transfer of immediately available funds to the account designated by the Company in accordance with the Company’s wiring
instructions. On each Over-allotment Closing Date, upon the payment by the Purchaser of the applicable Over-allotment Purchase Price,
the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered
in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.


 






     


     


    

 


C.             Terms
of the Private Placement Warrants.


 


(i)           Each
Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent,
in connection with the Public Offering (the “Warrant Agreement”).


 


(ii)           At
the time of the closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private
Placement Warrants and the Shares underlying the Private Placement Warrants.


 


Section 2.              Representations
and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement
Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive each Closing
Date) that:


 


A.            Organization
and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State
of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have
a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite
corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.


 


B.             Authorization;
No Breach.


 


(i)            The
execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of
the Initial Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating
to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon
issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants
will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of each Closing Date, subject
to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)           The
execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement
Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants in accordance with the Warrant Agreement and this
Agreement and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and will not as of
each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default
under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s capital stock or
assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by
or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated
Certificate of Incorporation of the Company or the Amended and Restated Bylaws of the Company (in effect on the date hereof or as may
be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the
Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after
the date hereof under federal or state securities laws.


 






     


     


    

 


C.           Title
to Securities. Upon exercise of the Private Placement Warrants in accordance with the terms of the Warrant Agreement and the issuance
in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares issuable upon exercise of the Private
Placement Warrants will be duly and validly issued, fully paid and non-assessable. Upon exercise of the Private Placement Warrants in
accordance with the terms of the Warrant Agreement and the issuance in accordance with, and payment pursuant to, the terms hereof and
the Warrant Agreement, the Purchaser will have good title to the Shares issuable upon exercise of such Private Placement Warrants, free
and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder, under the other agreements
contemplated hereby or under any other agreement between the Purchaser and the Company entered into in connection with the Public Offering,
(ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the
actions of the Purchaser.


 


D.            Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required
in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any
other transactions contemplated hereby.


 


Section 3.             Representations
and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private
Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties
shall survive each Closing Date) that:


 


A.            Organization
and Requisite Authority. The Purchaser possesses all requisite limited liability company power and authority necessary to carry out
the transactions contemplated by this Agreement.


 


B.             Authorization;
No Breach.


 


(i)           This
Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’
rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)           The
execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser
does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions
of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.


 


C.             Investment
Representations.


 


(i)          The
Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such
exercise (collectively, the “Securities”) for the Purchaser’s own account, for investment purposes only and not
with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii)            The
Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities
Act.


 


(iii)       The
Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration
requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and
the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the
availability of such exemptions and the eligibility of the Purchaser to acquire the Securities.


 






     


     


    

 


(iv)       The
Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning
of Rule 502(c) of Regulation D under the Securities Act.


 


(v)           The
Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating
to the offer and sale of the Securities that have been requested by the Purchaser. The Purchaser has been afforded the opportunity to
ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities
involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision with respect to the acquisition of the Securities.


 


(vi)          The
Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made
any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser,
nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii)         The
Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities
laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold
in reliance on an exemption therefrom; (b) except as specifically set forth in the Registration Rights Agreement, neither the Company
nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply
with the terms and conditions of any exemption thereunder; and (c) Rule 144 adopted pursuant to the Securities Act will not
be available for resale transactions of Securities prior to a business combination involving the Company and may not be available for
resale transactions of Securities after such a business combination.


 


(viii)        The
Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk associated with investments
in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment
in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an
indefinite period of time. The Purchaser has adequate means of providing for the Purchaser’s current financial needs and contingencies
and will have no current or anticipated future needs for liquidity that would be jeopardized by the investment in the Securities. The
Purchaser can afford a complete loss of the Purchaser’s investment in the Securities.


 


Section 4.            Conditions
of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement Warrants are
subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A.            Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as
of such Closing Date as though then made.


 


B.            Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by it on or before such Closing Date.


 


C.           No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby that prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 






     


     


    

 


D.            Warrant
Agreement. The Company shall have entered into the Warrant Agreement with a warrant agent on terms satisfactory to the Purchaser.


 


Section 5.           Conditions
of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment,
on or before each Closing Date, of each of the following conditions:


 


A.            Representations
and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as
of such Closing Date as though then made.


 


B.            Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by the Purchaser on or before such Closing Date.


 


C.           Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance
of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


D.           No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


E.            Warrant
Agreement. The Company shall have entered into the Warrant Agreement with a warrant agent on terms satisfactory to the Company.


 


Section 6.             Termination.
This Agreement may be terminated at any time after [insert 60 days after the date of the agreement], 2021 upon the election by
either the Company or the Purchaser upon written notice to the other party if the closing of the Public Offering does not occur prior
to such date.


 


Section 7.              Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive each Closing Date.


 


Section 8.           Definitions.
Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.


 


Section 9.              Miscellaneous.


 


A.            Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed
or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments
by the Purchaser to affiliates thereof (including, without limitation, one or more of its members), without the prior written consent
of the other parties.


 


B.            Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C.            Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one
party, but all such counterparts taken together shall constitute one and the same agreement.


 






     


     


    

 


D.          Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive
part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.


 


E.         Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed
in accordance with the internal laws of the State of New York.


 


F.            Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties
hereto.


 


[Signature page follows]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto
have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	KIMBELL TIGER ACQUISITION
	 	CORPORATION
	 	 
	 	By:	

	 	Name:	Zachary M. Lunn
	 	Title:	President and Chief Executive Officer


 


 


	 	PURCHASER:
	 	 
	 	KIMBELL TIGER ACQUISITION 
	 	SPONSOR, LLC
	 	 
	 	By: Kimbell Royalty Operating, LLC, 
	 	its Managing Member
	 	 
	 	By:	

	 	Name:	Matthew S. Daly
	 	Title:	Chief Operating Officer


 


[Signature Page to Private Placement Warrants
Purchase Agreement]