INDEMNIFICATION AGREEMENTIndemnification Agreement • June 24th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (“Agreement”) is made as of June [ ], 2014, by and between Memorial Resource Development Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 24th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Texas
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 18, 2014, by and among Memorial Resource Development Corp., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”).
MEMORIAL RESOURCE DEVELOPMENT CORP. CHANGE IN CONTROL AGREEMENTControl Agreement • June 24th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Delaware
Memorial Resource Development Corp. (the “Company”) considers it essential to the best interests of its members to attract top executives and to foster the continuous employment of key management personnel. In this regard, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a change in control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.
MEMORIAL RESOURCE DEVELOPMENT CORP. RESTRICTED STOCK GRANT AND AWARD AGREEMENTTerm Incentive Plan • June 24th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Delaware
This Agreement is made and entered into as of [ ], 20[ ] (the “Date of Grant”) by and between Memorial Resource Development Corp., a Delaware corporation (the “Company”), and [ ] (the “Grantee” or “you”);
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • June 24th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Texas
This Management Services Agreement (this “Agreement”) is executed and agreed to as of June 18, 2014 (the “Effective Date”) by and among Memorial Resource Development Corp., a Delaware corporation (the “Parent”), WildHorse Resources, LLC, a Delaware limited liability company (the “Company”), and WildHorse Resources Management Company, LLC, a Delaware limited liability company (the “Service Provider”). The Parent, the Company and the Service Provider are hereinafter each referred to as a “Party” and are collectively referred to as the “Parties”.
AGREEMENT AND PLAN OF MERGER Merging MEMORIAL RESOURCE DEVELOPMENT LLC, a Delaware limited liability company, With and Into MRD OPERATING LLC, a Delaware limited liability companyAgreement and Plan of Merger • June 24th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas
This Agreement and Plan of Merger (the “Agreement”) is entered into as of June 18, 2014, by and between MEMORIAL RESOURCE DEVELOPMENT LLC, a Delaware limited liability company (“MRD”), and MRD OPERATING LLC, a Delaware limited liability company (“Operating”).
PURCHASE AGREEMENT AND ASSIGNMENTPurchase Agreement and Assignment • June 24th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Texas
This Purchase Agreement and Assignment (this “Agreement”) is made effective as of June 18, 2014, by and between WildHorse Resources, LLC, a Delaware limited liability company (“Seller”), and WildHorse Resources II, LLC, a Delaware limited liability company (“Purchaser”).
CONTRIBUTION AGREEMENT AMONG THE WHR STOCKHOLDERS PARTY HERETO, AND MEMORIAL RESOURCE DEVELOPMENT CORP.Contribution Agreement • June 24th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Texas
This Contribution Agreement (this “Agreement”), dated as of June 18, 2014 (the “Closing Date”), is entered into by and among Memorial Resource Development Corp., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “WHR Stockholders”). Capitalized terms used herein shall have the meaning assigned to such terms in Article I.
CONTRIBUTION AGREEMENT AMONG MEMORIAL RESOURCE DEVELOPMENT LLC, MRD HOLDCO LLC AND MEMORIAL RESOURCE DEVELOPMENT CORP.Contribution Agreement • June 24th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Texas
This Contribution Agreement (this “Agreement”), dated as of June 18, 2014, is entered into by and among Memorial Resource Development Corp., a Delaware corporation (the “Company”), Memorial Resource Development LLC, a Delaware limited liability company (“MRD LLC”), and MRD Holdco LLC, a Delaware limited liability company (“MRD Holdco”).
CREDIT AGREEMENT dated as of June 18, 2014 among Memorial Resource Development Corp., as Borrower, Bank of America, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., BMO Harris Bank, N.A., Comerica Bank,...Credit Agreement • June 24th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT dated as of June 18, 2014, is among: Memorial Resource Development Corp., a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; Bank of America, N.A. (in its individual capacity, “BAML”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); Citibank, N.A., as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the “Syndication Agent”); and JPMorgan Chase Bank, N.A., BMO Harris Bank, N.A., Comerica Bank, Credit Agricole Corporate and Investment Bank, Natixis, Union Bank, N.A., and Wells Fargo Bank, National Association, as co-documentation agents for the Lenders (collectively, in such capacity, together with their respective successors in such capacity, the “Documentation Agents”).
VOTING AGREEMENTVoting Agreement • June 24th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of June 18, 2014, is entered into by and among Memorial Resource Development Corp., a Delaware corporation (the “Company”), MRD Holdco LLC, a Delaware limited liability company (“MRD Holdco”), and each of the other parties identified on the signature pages hereto (subject to Section 5.2 hereof, collectively, the “WHR Stockholders” and individually, each a “WHR Stockholder”).
