Joint Filing Agreement
Exhibit A
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.
The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Schedule 13D and any further amendments thereto, and for completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate. The undersigned further agree that this agreement shall be included as an Exhibit to such joint filing.
This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[Signatures on following page]
IN WITNESS WHEREOF, the undersigned have executed this agreement as of June 27, 2014.
| MRD HOLDCO LLC | ||
| /s/ Xxxx X. Xxxxx | ||
| Name: | Xxxx X. Xxxxx | |
| Title: | Vice President, General Counsel & Corporate Secretary | |
| 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 | ||
| /s/ Xxxxxxx X. Xxxxx | ||
| Name: | Xxxxxxx X. Xxxxx | |
| Title | Authorized Member | |
| G.F.W. ENERGY VIII, L.P. | ||
| By: GFW VIII, L.L.C., its general partner | ||
| /s/ Xxxxxxx X. Xxxxx | ||
| Name: | Xxxxxxx X. Xxxxx | |
| Title | Authorized Member | |
| GFW VIII, L.L.C. | ||
| /s/ Xxxxxxx X. Xxxxx | ||
| Name: | Xxxxxxx X. Xxxxx | |
| Title | 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 | ||
| /s/ Xxxxxxx X. Xxxxx | ||
| Name: | Xxxxxxx X. Xxxxx | |
| Title | 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 | ||
| /s/ Xxxxxxx X. Xxxxx | ||
| Name: | Xxxxxxx X. Xxxxx | |
| Title | Authorized Member | |
| G.F.W. ENERGY IX, L.P. | ||
| By: GFW IX, L.L.C., its general partner | ||
| /s/ Xxxxxxx X. Xxxxx | ||
| Name: | Xxxxxxx X. Xxxxx | |
| Title | Authorized Member | |
| GFW IX, L.L.C. | ||
| /s/ Xxxxxxx X. Xxxxx | ||
| Name: | Xxxxxxx X. Xxxxx | |
| Title | Authorized Member | |
| NGP ENERGY CAPITAL MANAGEMENT, L.L.C. | ||
| /s/ Xxxxxxx X. Xxxxx | ||
| Name: | Xxxxxxx X. Xxxxx | |
| Title | Chief Executive Officer | |
