Exhibit 10.3


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement (this
 “Agreement”) is made effective as of [●], 2021, by and among Kimbell Tiger Acquisition Corporation, a
Delaware corporation (the “Company”), Kimbell Tiger Operating Company, LLC, a Delaware limited liability company
(“Opco” and together with the Company, the “SPAC Parties”), and Continental Stock
Transfer & Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s registration statement
on Form S-1 (File No. 333-258260) (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering of the Company’s units (the “Units”), each of which consists of one share
of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock” and, the
holders of Common Stock sold as part of the Units, the “Public Stockholders”), and one-half of one redeemable
warrant, each whole warrant entitling the holder thereof to purchase one share of Common Stock (such initial public offering hereinafter
referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and
Exchange Commission;


 


WHEREAS, prior to the Offering, the Company issued
2,500 shares of Common Stock to Kimbell Tiger Acquisition Sponsor, LLC, a Delaware limited company (the “Sponsor”),
and Opco issued 100 Class A units (“Class A Units”) to the Sponsor;


 


WHEREAS, the Company has entered into an Underwriting
Agreement (the “Underwriting Agreement”) with UBS Securities LLC (the “Underwriter”);


 


WHEREAS, if a Business Combination (as defined
below) is not consummated within the initial 18 month period following the closing of the Offering, upon the request of the Sponsor,
the Company may extend such period by an additional three months up to two times, each by an additional three months (for a total of
up to 24 months to complete a business combination), subject to the Sponsor or its affiliates or permitted designees depositing $2,00,000
(or up to $2,300,000 if the Underwriters’ over-allotment option is exercised in full) for each of the available three-month extensions,
for a total payment of up to $4,000,000, or $4,600,000 if the underwriters’ over-allotment option is exercised in full, into the
Trust Account no later than the 18-month or 21-month anniversary of the Offering, as applicable (each, a “Deadline”)
for such extensions (each, an “Extension”), in exchange for which the Sponsor will receive a non-interest bearing,
unsecured promissory note for such Extension payable upon consummation of a Business Combination;


 


WHEREAS, as described in the Registration Statement,
$204,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement)
(or $234,000,000 if the Underwriter’s over-allotment option is exercised in full) and the proceeds from any loans in connection
with an Extension will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the
United States (the “Trust Account”) for the benefit of the SPAC Parties and the holders of Common Stock and
Class A Units, as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon)
is referred to herein as the “Property,” the holders for whose benefit the Trustee shall hold the Property
will be referred to as the “Holders,” and the Holders, the Company and Opco will be referred to together as
the “Beneficiaries”);


 


WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property equal to $7,000,000 million or $8,100,000 million if the Underwriter’s over-allotment option is exercised
in full, is attributable to deferred underwriting discounts and commissions that may be payable by the Company to the Underwriter upon
the consummation of the Business Combination (the “Deferred Discount”); and


 


WHEREAS, the SPAC Parties and the Trustee desire
to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 






    


     


    

 


NOW THEREFORE, IT IS AGREED:


 


		1.	Agreements
                                            and Covenants of Trustee. The Trustee hereby agrees and covenants to:



 


(a)          Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee
at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) in the
United States, maintained by the Trustee and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the
SPAC Parties;


 


(b)          Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)          In
a timely manner, upon the written instruction of the SPAC Parties, invest and reinvest the Property in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less,
or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated
under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, as determined
by the SPAC Parties; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn
no interest while account funds are uninvested awaiting the SPAC Parties’ instructions hereunder; and while account funds are invested
or uninvested the Trustee may earn bank credits or other considerations;


 


(d)          Collect
and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)          Promptly
notify the SPAC Parties of all communications received by the Trustee with respect to any Property requiring action by the SPAC Parties;


 


(f)           Supply
any necessary information or documents as may be requested by the SPAC Parties (or their authorized agents) in connection with the SPAC
Parties’ preparation of the tax returns relating to assets held in the Trust Account;


 


(g)          Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the
SPAC Parties to do so;


 


(h)          Render
to the SPAC Parties monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(i)           Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with the terms of, a letter
from the SPAC Parties (“Termination Letter”) in a form substantially similar to that attached hereto as either
Exhibit A or Exhibit B, as applicable, signed on behalf of each of the SPAC Parties by the Chief Executive Officer,
President, Chief Financial Officer, Secretary or Chairman of the board of directors (the “Board”) or other
authorized officer, as applicable, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account,
including interest earned on the Property and not previously released to pay taxes of the SPAC Parties (less an amount required to satisfy
taxes of the SPAC Parties and up to $100,000 of interest that may be released to the SPAC Parties to pay dissolution expenses), only
as directed in the Termination Letter and the other documents referred to therein, or (y) the date which is the later of (1) 18
months after the closing of the Offering or such later date upon an Extension effectuated pursuant to the terms hereof and (2) such
later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate
of incorporation, if a Termination Letter has not been received by the Trustee prior to such later date, in which case the Trust Account
shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property
in the Trust Account, including interest earned on the Property and not previously released to pay taxes of the SPAC Parties (less an
amount required to satisfy taxes of the SPAC Parties and up to $100,000 of interest that may be released to the SPAC Parties to pay dissolution
expenses) shall be distributed to the Holders of record as of such date;


 






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(j)           Upon
joint written request from the SPAC Parties, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute
to the SPAC Parties the amount of interest earned on the Property requested by the SPAC Parties to cover any tax obligation owed by the
SPAC Parties as a result of assets of the SPAC Parties or interest or other income earned on the Property, which amount shall be delivered
directly to Opco by electronic funds transfer or other method of prompt payment, and Opco shall forward such payment to the relevant
taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax
obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the SPAC Parties in writing to
make such distribution; provided, further, that if the tax to be paid is a franchise tax, the written request by the SPAC
Parties to make such distribution shall be accompanied by a copy of the franchise tax bill from the State of Delaware and a written statement
from the principal financial officer of each of the SPAC Parties setting forth the actual amount payable. The written request of the
SPAC Parties referenced above shall constitute presumptive evidence that Opco is entitled to said funds, and the Trustee shall have no
responsibility to look beyond said request;


 


(k)          Upon
joint written request from the SPAC Parties, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D (a “Stockholder Redemption Withdrawal Instruction”), the Trustee shall distribute
on behalf of the SPAC Parties the amount requested by the SPAC Parties to be used to redeem shares of Common Stock from Public Stockholders
properly submitted in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate
of incorporation (A) in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of the
Common Stock if it does not consummate an initial business combination within 18 months from the closing of the Offering or such later
date upon an Extension effectuated pursuant to the terms hereof or (B) with respect to any other provision relating to the rights
of holders of the Common Stock or pre-initial Business Combination activity. The written request of the SPAC Parties referenced above
shall constitute presumptive evidence that the SPAC Parties are entitled to distribute said funds, and the Trustee shall have no responsibility
to look beyond said request;


 


(l)           Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), 1(j) or 1(k) above;
and


 


(m)         Upon
receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit E hereto at
least five business days prior to the applicable Deadline, signed on behalf of the Company and Opco by an executive officer, and receipt
of the dollar amount specified in the Extension Letter on or prior to such Deadline, follow the instructions set forth in the Extension
Letter.


 


		2.	Agreements
                                            and Covenants of the Company and Opco. Each of the Company and Opco, jointly and
                                            severally, hereby agrees and covenants to:



 


(a)          Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, President, Chief Executive
Officer, Chief Financial Officer or Secretary, in such person’s capacity as such, on behalf of the Company and in the Company’s
capacity as managing member of Opco. In addition, except with respect to its duties under Sections 1(i), 1(j) and
1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice
or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give
written instructions, provided that such SPAC Party shall promptly confirm such instructions in writing;


 






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(b)          Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including
reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and
in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim
or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any
interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful
misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding,
pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the SPAC Parties in
writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right
to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the SPAC
Parties with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle
any Indemnified Claim without the prior written consent of the SPAC Parties, which such consent shall not be unreasonably withheld. The
SPAC Parties may participate in such action with their own counsel;


 


(c)          Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and
transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that
the Property shall not be used to pay such fees unless and until it is distributed to Opco pursuant to Sections 1(i) through
1(k) hereof. Opco shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation
of the Offering. Neither SPAC Party shall be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c),
Schedule A and as may be provided in Section 2(b) hereof;


 


(d)          In
connection with any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholders’ meeting verifying the vote
of such stockholders regarding such Business Combination;


 


(e)          Provide
the Underwriter with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f)           Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make
any distributions that are not permitted under this Agreement;


 


(g)          Within
five (5) business days after the Underwriter exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment
option expires, provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount;


 


(h)          If
applicable, issue a press release at least three days prior to a Deadline announcing that, at least five days prior to the Deadline,
the Company received notice from the Sponsor that the Sponsor intends to deposit funds into the Trust Account for extending a Deadline
and the Board has approved such Extension; and


 


(i)           Promptly
following a Deadline, disclose whether or not the deadline for the Company to consummate a Business Combination has been extended.


 


		3.	Limitations
                                            of Liability. The Trustee shall have no responsibility or liability to:



 


(a)          Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;


 


(b)          Take
any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability
to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 






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(c)          Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind
with respect to, any of the Property unless and until it shall have received instructions from the SPAC Parties given as provided herein
to do so and Opco shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d)          Refund
any depreciation in principal of any Property;


 


(e)          Assume
that the authority of any person designated by the Company or Opco to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company or Opco shall have delivered a written revocation of such authority to the Trustee;


 


(f)           The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in
good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The
Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper
or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability
of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed
or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed
by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent
thereto;


 


(g)          Verify
the accuracy of the information contained in the Registration Statement;


 


(h)          Provide
any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by
the Registration Statement;


 


(i)           File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements
to the SPAC Parties documenting the taxes payable by the SPAC Parties, if any, relating to any interest income earned on the Property;


 


(j)           Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating
to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the SPAC Parties, including, but not limited
to, income tax obligations, except pursuant to Section 1(j) hereof; or


 


(k)          Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i),
1(j) and 1(k) hereof.


 


		4.	Trust
                                            Account Waiver. The Trustee has no right of set-off or any right, title, interest
                                            or claim of any kind (“Claim”) to, or to any monies in, the Trust
                                            Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
                                            that it may have now or in the future. In the event the Trustee has any Claim against the
                                            SPAC Parties under this Agreement, including, without limitation, under Section 2(b) or
                                            Section 2(c) hereof, the Trustee shall pursue such Claim solely against
                                            the SPAC Parties and their assets outside the Trust Account and not against the Property
                                            or any monies in the Trust Account.



 






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		5.	Termination.
                                            This Agreement shall terminate as follows:



 


(a)           If
the Trustee gives written notice to the SPAC Parties that it desires to resign under this Agreement, the SPAC Parties shall use their
reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement.
At such time that the SPAC Parties notify the Trustee that a successor trustee has been appointed and has agreed to become subject to
the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not
limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate;
provided, however, that in the event that the SPAC Parties do not locate a successor trustee within ninety (90) days of
receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court
in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee
shall be immune from any liability whatsoever; or


 


(b)           At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of
Section 1(i) hereof (which section may not be amended under any circumstances) and distributed the Property in accordance
with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).


 


		6.	Miscellaneous.



 


(a)           The
Company, Opco and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. The Company, Opco and the Trustee will each restrict access to confidential information relating
to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers,
the Trustee shall rely upon all information supplied to it by the SPAC Parties, including account names, account numbers, and all other
identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out
of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense
resulting from any error in the information or transmission of the funds.


 


(b)          This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may
be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.


 


(c)           This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for
Sections 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without
the affirmative vote of sixty-five percent (65%) of the then outstanding shares of Common Stock and shares of Class B common stock,
par value $0.0001 per share, of the Company, voting together as a single class; provided that no such amendment will affect any
Public Stockholder who has properly elected to redeem his, her or its shares of Common Stock in connection with a stockholder vote to
approve an amendment to this Agreement (i) that would affect the substance or timing of the Company’s obligation to redeem
100% of its shares of Common Stock and Class A Units if the Company does not complete its initial Business Combination within the
time frame specified in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other
provision relating to the rights of holders of the Common Stock or pre-initial Business Combination activity), this Agreement or any
provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of
the parties hereto.


 






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(d)          The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York,
for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e)          Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall
be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile
or email transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Fran Wolf and Celeste Gonzalez


Email: [***]


Email: [***]


 


if to the Company or Opco, to:


 


Kimbell Tiger Acquisition Corporation


777 Taylor St.


Fort Worth, TX 76102


Attn: Zachary M. Lunn


Email: [***]


 


in each case, with copies to:


 


White & Case LLP


609 Main Street, Suite 2900


Houston, TX 77002


		Attn:	Jason A. Rocha

Andrew J. Ericksen






		Email:	[***]

[***]



 


and


 


UBS Securities LLC


 


1285 Avenue of the Americas


New York, New York 10019


Attention: Syndicate


 


and


 


Proskauer Rose, LLP


Eleven Times Square


New York, NY 10036


Attn.: Steven R. Burwell


Email: [***]


 






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(f)           Each
of the Company, Opco and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall
not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the
Trust Account under any circumstance.


 


(g)          Each
of the Company, Opco and the Trustee hereby acknowledges and agrees that the Underwriter is a third party beneficiary of this Agreement.


 


(h)          Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 




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IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	 	Continental
    Stock Transfer & Trust Company, as Trustee
	 	 	 
	 	 	 
	 	 	By:	                      
	 	 	Name:	Francis Wolf
	 	 	Title:	Vice President
	 	 	 
	 	 	 
	 	 	COMPANY:
	 	 	 
	 	 	Kimbell
    Tiger Acquisition Corporation
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	Name:	Zachary M. Lunn
	 	 	Title:	President and Chief Executive Officer
	 	 	 
	 	 	 
	 	 	OPCO:
	 	 	 
	 	 	Kimbell
    Tiger Operating Company, LLC
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	Name:	Zachary M. Lunn
	 	 	Title:	President and Chief Executive Officer




 


[Signature Page to Investment
Management Trust Agreement]


 




    


     


    

 


Schedule
A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee.	 	Initial closing of Offering by wire transfer.	 	$	3,500.00	 
	Trustee administration fee	 	Payable annually. First year fee payable at initial closing of Offering by wire transfer; thereafter, payable by wire transfer or check.	 	$	10,000.00	 
	Transaction
    processing fee for disbursements to Company under Sections 1(i), 1(j) and 1(k)	 	Deduction by Trustee from accumulated income following disbursement made to Opco under Section 1	 	$	250.00	 
	Paying Agent services as required pursuant to Sections 1(i) and 1(k)	 	Billed to Opco upon delivery of service pursuant to Sections 1(i) and 1(k)	 	 	Prevailing rates	 



 




    


     


    

 


Exhibit A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Fran Wolf and Celeste Gonzalez


 


Re:       Trust
Account—Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement by and among Kimbell Tiger Acquisition Corporation (the “Company”),
Kimbell Tiger Operating Company, LLC (“Opco”) and Continental Stock Transfer & Trust Company (the
 “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), this is to advise
you that the Company has entered into an agreement with _______________ (the “Target Business”) to consummate
a business combination with Target Business (the “Business Combination”) on or about _______________, 20___.
The Company shall notify you at least seventy-two (72) hours in advance of the actual date of the consummation of the Business Combination
(the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth
in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement,
we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds into the trust operating
account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in the Trust Account will
be immediately available for transfer to the account or accounts that the SPAC Parties shall direct on the Consummation Date. It is acknowledged
and agreed that while the funds are on deposit in the trust operating account at J.P. Morgan Chase Bank, N.A. awaiting distribution,
Opco will not earn any interest or dividends.


 


On the Consummation Date, (i) counsel for
the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently
with your transfer of funds to the accounts as directed by the SPAC Parties (the “Notification”) and (ii) the
SPAC Parties shall deliver to you (a) a certificate of the Chief Executive Officer of the Company, which verifies that the Business
Combination has been approved by a vote of the Company’s stockholders, if a vote is held, and (b) written instruction signed
by the SPAC Parties with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from
the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds
held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms
of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date
without penalty, you will notify the SPAC Parties in writing of the same and the SPAC Parties shall direct you as to whether such funds
should remain in the Trust Account and be distributed after the Consummation Date to Opco. Upon the distribution of all the funds, net
of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust
Agreement shall be terminated.


 


In the event that the Business Combination is
not consummated on the Consummation Date described in the notice thereof and the Company has not notified you on or before the original
Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the SPAC Parties, the funds
held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day
immediately following the Consummation Date as set forth in such written instructions as soon thereafter as possible.


 






    A-1


     


    

 


	 	 	Very
    truly yours,
	 	 	 
	 	 	Kimbell
    Tiger Acquisition Corporation
	 	 	 
	 	 	 
	 	 	By:	                 
	 	 	Name:	Zachary M. Lunn
	 	 	Title:	President and Chief Executive Officer
	 	 	 
	 	 	 
	 	 	Kimbell
    Tiger Operating Company, LLC
	 	 	 
	 	 	 
	 	 	By:	      
	 	 	Name:	Zachary M. Lunn
	 	 	Title:	President and Chief Executive Officer




 


		cc:	UBS Securities LLC



 




    A-2


     


    

 


Exhibit B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004]


Attn: Fran Wolf and Celeste Gonzalez


 


Re:       Trust
Account — Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement by and among Kimbell Tiger Acquisition Corporation (the “Company”),
Kimbell Tiger Operating Company, LLC and Continental Stock Transfer & Trust Company (the “Trustee”),
dated as of [●], 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable
to effect a business combination with a Target Business within the time frame specified in the Company’s Amended and Restated Certificate
of Incorporation, as described in the Company’s Prospectus relating to the Offering or such later date as may be approved by the
Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation. Capitalized terms
used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement,
we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into the trust operating
account at J.P. Morgan Chase Bank, N.A. to await distribution to the Holders. The SPAC Parties have selected ____________, 20__ as the
effective date for the purpose of determining when the Holders will be entitled to receive their share of the liquidation proceeds. You
agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the
Holders in accordance with the terms of the Trust Agreement, the Amended and Restated Certificate of Incorporation of the Company and
the Amended and Restated Limited Liability Company Agreement of Opco. Upon the distribution of all the funds, net of any payments necessary
for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated,
[except to the extent otherwise provided in Section 1(j) of the Trust Agreement].


 


[Signature page follows]


 






    B-1


     


    

 





	 	 	Very
    truly yours,
	 	 	 
	 	 	Kimbell
    Tiger Acquisition Corporation
	 	 	 
	 	 	 
	 	 	By:	                 
	 	 	Name:	Zachary M. Lunn
	 	 	Title:	President and Chief Executive Officer
	 	 	 
	 	 	 
	 	 	Kimbell
    Tiger Operating Company, LLC
	 	 	 
	 	 	 
	 	 	By:	      
	 	 	Name:	Zachary M. Lunn
	 	 	Title:	President and Chief Executive Officer


 


		cc:	UBS Securities LLC



 




    B-2


     


    

 


Exhibit C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Fran Wolf and Celeste Gonzalez


 


Re:       Trust
Account — Tax Payment Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement by and among Kimbell Tiger Acquisition Corporation (the “Company”),
Kimbell Tiger Operating Company, LLC (“Opco”) and Continental Stock Transfer & Trust Company (the
 “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), the SPAC Parties
hereby request that you deliver to Opco $_______________ of the interest income earned on the Property as of the date hereof. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The SPAC Parties need such funds to pay for the
tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are
hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to Opco’s operating
account at:


 


[WIRE INSTRUCTION INFORMATION]


 


[Signature page follows]


 






    C-1


     


    

 





	 	 	Very
    truly yours,
	 	 	 
	 	 	Kimbell
    Tiger Acquisition Corporation
	 	 	 
	 	 	 
	 	 	By:	                 
	 	 	Name:	Zachary M. Lunn
	 	 	Title:	President and Chief Executive Officer
	 	 	 
	 	 	 
	 	 	Kimbell
    Tiger Operating Company, LLC
	 	 	 
	 	 	 
	 	 	By:	      
	 	 	Name:	Zachary M. Lunn
	 	 	Title:	President and Chief Executive Officer


 


		cc:	UBS Securities LLC



 




    C-2


     


    

 


[Letterhead of Company]


 


[·],
2021


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Fran Wolf and Celeste Gonzalez


 


Re:       Trust
Account — Stockholder Redemption Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k) of
the Investment Management Trust Agreement by and among Kimbell Tiger Acquisition Corporation (the “Company”),
Kimbell Tiger Operating Company, LLC (“Opco”) and Continental Stock Transfer & Trust Company (the
 “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), the SPAC Parties
hereby request that you deliver to the redeeming Public Stockholders of the Company $_______________ of the principal and interest income
earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the
Trust Agreement.


 


The SPAC Parties need such funds to pay the Public
Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder
vote to approve an amendment to the Company’s amended and restated certificate of incorporation (i) that affects the substance
or timing of the SPAC Parties’ obligation to redeem 100% of the Common Stock and Class A Units if the Company has not consummated
an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation
or (ii) with respect to any other provision relating to the rights of holders of the Common Stock or pre-initial Business Combination
activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this
letter to the redeeming Public Stockholders in accordance with your customary procedures.


 


[Signature page follows]


 






    D-1


     


    

 





	 	 	Very
    truly yours,
	 	 	 
	 	 	Kimbell
    Tiger Acquisition Corporation
	 	 	 
	 	 	 
	 	 	By:	                 
	 	 	Name:	Zachary M. Lunn
	 	 	Title:	President and Chief Executive Officer
	 	 	 
	 	 	 
	 	 	Kimbell
    Tiger Operating Company, LLC
	 	 	 
	 	 	 
	 	 	By:	      
	 	 	Name:	Zachary M. Lunn
	 	 	Title:	President and Chief Executive Officer


 


		cc:	UBS Securities LLC



 




    D-2


     


    

 


[Letterhead of Company]


 


[·],
2021


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Fran Wolf and Celeste Gonzalez


 


Re:         Trust Account Extension Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(m) of
the Investment Management Trust Agreement between ONS Acquisition Corp. (“Company”) and Continental Stock Transfer &
Trust Company, dated as of [__], 2021 (“Trust Agreement”), this is to advise you that the Company is extending the time available
to consummate a Business Combination for an additional three (3) months, from _______ to _________ (the “Extension”).


 


This Extension Letter shall
serve as the notice required with respect to the Extension prior to the Deadline. Capitalized words used herein and not otherwise defined
shall have the meanings ascribed to them in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to deposit $_________, which will be wired to you, into the Trust Account investments
upon receipt.


 


This is the [first/second] of up to two Extension Letters.


 






    E-1


     


    

 





	 	 	Very
    truly yours,
	 	 	 
	 	 	Kimbell
    Tiger Acquisition Corporation
	 	 	 
	 	 	 
	 	 	By:	                 
	 	 	Name:	Zachary M. Lunn
	 	 	Title:	President and Chief Executive Officer
	 	 	 
	 	 	 
	 	 	Kimbell
    Tiger Operating Company, LLC
	 	 	 
	 	 	 
	 	 	By:	      
	 	 	Name:	Zachary M. Lunn
	 	 	Title:	President and Chief Executive Officer


 


		cc:	UBS Securities LLC



 



    E-2