0001193125-14-251178 Sample Contracts

MEMORIAL RESOURCE DEVELOPMENT CORP. 5.875% Senior Notes due 2022 PURCHASE AGREEMENT Dated: June 25, 2014
Purchase Agreement • June 26th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • New York

The information in this term sheet supplements the preliminary offering memorandum, dated June 23, 2014 (the “Preliminary Memorandum”), and supersedes the information in the Preliminary Memorandum to the extent inconsistent with the information in the Preliminary Memorandum. Other information presented in the Preliminary Memorandum is deemed to have changed to the extent affected by the information in this term sheet. This term sheet is qualified in its entirety by reference to the Preliminary Memorandum. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Memorandum.

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