Memorial Resource Development Corp. 42,800,000 Shares Common Stock ($0.01 par value) Underwriting AgreementMemorial Resource Development Corp. • June 16th, 2014 • Crude petroleum & natural gas • New York
Memorial Resource Development Corp., a corporation organized under the laws of Delaware (the “Company”), and MRD Holdco LLC, a Delaware limited liability company (in such capacity, the “Selling Stockholder”), propose to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 42,800,000 shares of common stock, $0.01 par value (“Common Stock”) of the Company (the “Underwritten Securities”). Of the 42,800,000 shares of the Underwritten Securities, 21,500,000 are being sold by the Company and 21,300,000 are being sold by the Selling Stockholder. In addition, the Selling Stockholder proposes to grant to the Underwriters an option to purchase up to 6,420,000 additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). The use of the neuter in this Agreement sh
