Memorial Resource Development Corp. 12,000,000 Shares Common Stock ($0.01 par value) Underwriting AgreementMemorial Resource Development Corp. • September 25th, 2015 • Crude petroleum & natural gas • New York
Memorial Resource Development Corp., a Delaware corporation (the “Company”), proposes to sell to Barclays Capital Inc. (the “Underwriter”) an aggregate of 12,000,000 shares of common stock, $0.01 par value (“Common Stock”) of the Company (the “Underwritten Securities”). In addition, the Company proposes to grant to the Underwriter an option to purchase up to 1,800,000 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). The use of the neuter in this Agreement shall include the feminine and masculine wherever appropriate. Certain terms used herein are defined in Section 20 hereof.
