JOINT FILING AGREEMENT
Exhibit A
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 December 19, 2011.
| MEMORIAL RESOURCE DEVELOPMENT LLC | ||
| By: | /s/ Xxxx X. Xxxxxxxxx | |
| Xxxx X. Xxxxxxxxx | ||
| President and Chief Executive Officer | ||
| NATURAL GAS PARTNERS VIII, L.P. | ||
| By: G.F.W. Energy VIII, L.P., its general partner | ||
|
By: GFW VIII, L.L.C., its general partner | ||
| By: | /s/ Xxxxxxx X. Xxxxx | |
| Xxxxxxx X. Xxxxx | ||
| Authorized Member | ||
| NATURAL GAS PARTNERS IX, L.P. | ||
| By: G.F.W. Energy IX, L.P., its general partner | ||
|
By: GFW IX, L.L.C., its general partner | ||
| By: | /s/ Xxxxxxx X. Xxxxx | |
| Xxxxxxx X. Xxxxx | ||
| Authorized Member | ||
| NGP IX OFFSHORE HOLDINGS, L.P. | ||
| By: G.F.W. Energy IX, L.P., its general partner | ||
|
By: GFW IX, L.L.C., its general partner | ||
| By: | /s/ Xxxxxxx X. Xxxxx | |
| Xxxxxxx X. Xxxxx | ||
| Authorized Member | ||
| MEMORIAL PRODUCTION PARTNERS GP LLC | ||
| By: | /s/ Xxxx X. Xxxxxxxxx | |
| Xxxx X. Xxxxxxxxx | ||
| President and Chief Executive Officer | ||
| /s/ Xxxxxxx X. Xxxxx | ||
| Xxxxxxx X. Xxxxx | ||
