CONTRIBUTION, ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTEREST (MEMORIAL RESOURCE DEVELOPMENT LLC)Membership Interest • April 21st, 2015 • MRD Holdco LLC • Crude petroleum & natural gas
This Contribution, Assignment and Assumption of Membership Interest (“Assignment”), dated effective as of June 4, 2014 (the “Effective Date”), is by and among Natural Gas Partners VIII, L.P, a Delaware limited partnership (“NGP VIII”), Natural Gas Partners IX, L.P., a Delaware limited partnership (“NGP IX”), NGP IX Offshore Holdings, L.P., a Delaware limited partnership (“NGP IX Offshore” and, together with NGP VIII and NGP IX, “Assignors”), and MRD Holdco LLC, a Delaware limited liability company (“Assignee”). Assignors and Assignee are sometimes referred to collectively herein as the “Parties.”
ASSIGNMENT OF MEMBERSHIP INTERESTS (MRD MIDSTREAM LLC, MRD ROYALTY LLC, BLUESTONE NATURAL RESOURCES HOLDINGS, LLC, CLASSIC PIPELINE & GATHERING, LLC, GOLDEN ENERGY PARTNERS LLC)Membership Interests • April 21st, 2015 • MRD Holdco LLC • Crude petroleum & natural gas
This Assignment of Membership Interests (“Assignment”), dated effective as of June 18, 2014 (the “Effective Date”), is by and between Memorial Resource Development LLC, a Delaware limited liability company (“Assignor”), and MRD Holdco LLC, a Delaware limited liability company (“Assignee”). Assignor and Assignee are sometimes referred to collectively herein as the “Parties.”
JOINT FILING AGREEMENTJoint Filing Agreement • April 21st, 2015 • MRD Holdco LLC • Crude petroleum & natural gas
The undersigned each agree that (i) the statement on Schedule 13D relating to the common units representing limited partnership interests of Memorial Production Partners LP, a Delaware limited partnership, has been adopted and filed on behalf of each of them, (ii) all future amendments to such statement on Schedule 13D will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them, and (iii) the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 apply to each of them. This agreement may be terminated with respect to the obligation to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of April 20, 2015.
Joint Filing AgreementJoint Filing Agreement • June 27th, 2014 • MRD Holdco LLC • Crude petroleum & natural gas
This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to the beneficial ownership by the undersigned of the shares of common stock, par value $0.01 per share, of Memorial Resource Development Corp., a Delaware corporation (the “Issuer”), and such other securities of the Issuer that the undersigned may acquire or dispose of from time to time. This agreement is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.
