PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 2nd, 2016 • Memorial Production Partners LP • Crude petroleum & natural gas • Delaware
THIS PURCHASE AND SALE AGREEMENT (together with the Exhibits and Schedules made a part hereof, this “Agreement”), dated as of April 27, 2016 is made by and between Memorial Production Partners LP, a Delaware limited partnership (the “Partnership”), and Memorial Resource Development Corp., a Delaware corporation (“MRD”). Each of the foregoing shall be referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined in this Agreement shall have the meanings given such terms in the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of December 14, 2011 (the “Partnership Agreement”). Memorial Production Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), is party to this Agreement for the limited purposes set forth in ARTICLE VIII, Section 9.4 and Section 10.1. Each of Memorial Production Operating LLC, a Delaware limited liability compa
