X0306 4 2015-04-16 0 0001521847 Memorial Production Partners LP MEMP 0001609238 MRD Holdco LLC 500 DALLAS STREET, SUITE 1800 HOUSTON TX 77002 0 0 0 1 Director by Deputization 0001377291 Natural Gas Partners VIII, L.P. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 0 1 Director by Deputization 0001408123 Natural Gas Partners IX, L.P. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 0 1 Director by Deputization 0001592748 NGP IX Offshore Holdings, L.P. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 0 1 Director by Deputization 0001610737 GFW VIII, L.L.C. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 0 1 Director by Deputization 0001527914 G.F.W. Energy VIII, L.P. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 0 1 Director by Deputization 0001597404 GFW IX, L.L.C. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 0 1 Director by Deputization 0001541519 G.F.W. ENERGY IX, L.P. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 0 1 Director by Deputization 0001471812 NGP Energy Capital Management, L.L.C. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 0 1 Director by Deputization Common units representing limited partner interests 2015-04-16 4 S 0 152130 17.19 D 547119 D Common units representing limited partner interests 2015-04-17 4 S 0 236927 16.99 D 310192 D Common units representing limited partner interests 2015-04-20 4 S 0 30493 17.00 D 279699 D Common units representing limited partner interests 2015-04-20 4 S 0 89185 17.18 D 190514 D This transaction was executed in multiple trades at prices ranging from $17.03 to $17.35. The price reported above reflects the weighted average sales price rounded to the nearest cent. The reporting persons hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of common units and prices at which the transactions were effected. This transaction was executed in multiple trades at prices ranging from $16.80 to $17.10. The price reported above reflects the weighted average sales price rounded to the nearest cent. The reporting persons hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of common units and prices at which the transactions were effected. This transaction was executed in multiple trades at prices ranging from $16.92 to $17.09. The price reported above reflects the weighted average sales price rounded to the nearest cent. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of common units and prices at which the transactions were effected. This transaction was executed in multiple trades at prices ranging from $17.09 to $17.27. The price reported above reflects the weighted average sales price rounded to the nearest cent. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of common units and prices at which the transactions were effected. This form is jointly filed by MRD Holdco LLC ("MRD Holdco"), Natural Gas Partners VIII, L.P. ("NGP VIII"), Natural Gas Partners IX, L.P. ("NGP IX"), NGP IX Offshore Holdings, L.P. ("NGP IX Offshore"), GFW VIII, L.L.C. ("GFW VIII"), G.F.W. Energy VIII, L.P. ("GFW Energy VIII"), GFW IX, L.L.C. ("GFW IX"), G.F.W. Energy IX, L.P. ("GFW Energy IX") and NGP Energy Capital Management, L.L.C. ("NGP ECM"). NGP VIII, NGP IX and NGP IX Offshore own a controlling interest in MRD Holdco. GFW VIII is the sole general partner of GFW Energy VIII, which is the general partner of NGP VIII, and GFW IX is the sole general partner of GFW Energy IX, which is the general partner of NGP IX and NGP IX Offshore. Accordingly, each of MRD Holdco, NGP VIII, NGP IX, NGP IX Offshore, GFW VIII, GFW Energy VIII, GFW IX and GFW Energy IX may be deemed to share voting and dispositive power over the reported securities, and as a result may also be deemed to be the beneficial owners of these securities. (Continued from footnote 4) GFW VIII has delegated full power and authority to manage NGP VIII, and GFW IX has delegated full power and authority to manage NGP IX and NGP IX Offshore, respectively, to NGP ECM and accordingly, NGP ECM may be deemed to share voting and dispositive power over these securities, and as result may be deemed to beneficially own these reported securities. MRD Holdco, NGP VIII, NGP IX, NGP IX Offshore, GFW VIII, GFW Energy VIII, GFW IX, GFW Energy IX and NGP ECM each disclaim beneficial ownership of the reported securities in excess of such entity's pecuniary interest in the securities. This report shall not be deemed an admission that the reporting persons are beneficial owners of the reported securities for purposes of Section 16 or for any other purpose. MRD Holdco controls the voting power of over 50% of the outstanding shares of common stock of, and has the right to appoint up to three of the directors of the Board of Directors of, Memorial Resource Development Corp. ("Memorial Resource"). Memorial Resource controls Memorial Production Partners GP LLC, the general partner of the Issuer, and has the right to appoint all of the directors of the Board of Directors of Memorial Production Partners GP LLC. Therefore, MRD Holdco may be deemed a director by deputization. /s/ Kyle N. Roane, Kyle N. Roane, Vice President, General Counsel & Corporate Secretary of MRD Holdco LLC 2015-04-20 /s/ Kenneth A. Hersh, Kenneth A. Hersh, Authorized Member of GFW VIII, L.L.C., general partner of G.F.W. Energy VIII, L.P., general partner of Natural Gas Partners VIII, L.P. 2015-04-20 /s/ Kenneth A. Hersh, Kenneth A. Hersh, Authorized Member of GFW VIII, L.L.C., general partner of G.F.W. Energy VIII, L.P. 2015-04-20 /s/ Kenneth A. Hersh, Kenneth A. Hersh, Authorized Member of GFW VIII, L.L.C. 2015-04-20 /s/ Kenneth A. Hersh, Kenneth A. Hersh, Authorized Member of GFW IX, L.L.C., general partner of G.F.W. Energy IX, L.P., general partner of NGP IX Offshore Holdings, L.P. 2015-04-20 /s/ Kenneth A. Hersh, Kenneth A. Hersh, Authorized Member of GFW IX, L.L.C., general partner of G.F.W. Energy IX, L.P., general partner of Natural Gas Partners IX, L.P. 2015-04-20 /s/ Kenneth A. Hersh, Kenneth A. Hersh, Authorized Member of GFW IX, L.L.C., general partner of G.F.W. Energy IX, L.P. 2015-04-20 /s/ Kenneth A. Hersh, Kenneth A. Hersh, Authorized Member of GFW IX, L.L.C. 2015-04-20 /s/ Kenneth A. Hersh, Kenneth A. Hersh, Chief Executive Officer of NGP Energy Capital Management, L.L.C. 2015-04-20