EX-99.10.8

Exhibit 10.8

ADOPTION AGREEMENT

This Adoption Agreement is executed by the undersigned pursuant to the First Amended and Restated Limited Liability Company Agreement of Kimbell Royalty Operating, LLC (the “Company”), dated as of September 23, 2018, as amended, restated or supplemented from time to time, a copy of which is attached hereto and is incorporated herein by reference (the “Agreement”). By the execution of this Adoption Agreement, the undersigned agrees as follows:

Acknowledgment. The undersigned acknowledges that PEP I Holdings, LLC is acquiring 723,800 Common Units of the Company as a Member, subject to the terms and conditions of the Agreement (including the Exhibits thereto), as amended from time to time. Capitalized terms used herein without definition are defined in the Agreement and are used herein with the same meanings set forth therein.

Agreement. The undersigned hereby joins in, and agrees to be bound by, subject to and enjoy the benefit of the applicable rights set forth in, the Agreement (including the Exhibits thereto), as amended from time to time, with the same force and effect as if it were originally a party thereto.

Notice. Any notice required or permitted by the Agreement shall be given to the undersigned at the address listed below.

[Remainder of Page Intentionally Left Blank. Signature Page to Follow.]


By:		/s/ D. Martin Phillips
Name: D. Martin Phillips
Title: Managing Partner



Notice Address:		1100 Louisiana Street, Suite 4900
		Houston, Texas 77002
		Attn: D. Martin Phillips
		Email: BDespot@encapinvestments.com


With a copy to:		Vinson & Elkins LLP
		1001 Fannin Street, Suite 2500
		Houston, Texas 77002-6760
		Attn: Bryan Edward Loocke
		Email: bloocke@velaw.com


PEP I HOLDINGS, LLC

By:		EnCap Energy Capital Fund VI, L.P. its Managing Member


By:		EnCap Investments GP, L.L.C., its General Partner