MEMORIAL PRODUCTION PARTNERS LP 4,661,663 Common Units UNDERWRITING AGREEMENTUnderwriting Agreement • April 13th, 2015 • Memorial Production Partners LP • Crude petroleum & natural gas • New York
MRD Holdco LLC, a Delaware limited liability company (the “Selling Unitholder”) proposes, subject to the terms and conditions stated herein, to sell to Goldman, Sachs & Co. and UBS Securities LLC (together, the “Underwriters”) an aggregate of 4,661,663 common units representing limited partner interests (the “Firm Units”) in Memorial Production Partners LP, a Delaware limited partnership (the “Partnership”). In addition, the Selling Unitholder has agreed to sell to the Underwriters, upon the terms and conditions stated herein, up to an additional 699,249 common units representing limited partner interests in the Partnership (the “Option Units” and together with the Firm Units, the “Units”). The common units representing limited partner interests in the Partnership are generally referred to in this Underwriting Agreement (the “Agreement”) as the “Common Units.”
