AGREEMENT AND PLAN OF MERGER among RANGE RESOURCES CORPORATION, MEDINA MERGER SUB, INC. and MEMORIAL RESOURCE DEVELOPMENT CORP. Dated as of May 15, 2016Agreement and Plan of Merger • May 19th, 2016 • Range Resources Corp • Crude petroleum & natural gas • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of May 15, 2016 (this “Agreement”), among Range Resources Corporation, a Delaware corporation (“Parent”), Medina Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Memorial Resource Development Corp., a Delaware corporation (the “Company”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 19th, 2016 • Range Resources Corp • Crude petroleum & natural gas • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of May 15, 2016, by and among MRD Holdco LLC, a Delaware limited liability company (“Holdco”), Jay Graham (“Graham”), WHR Incentive LLC, a Delaware limited liability company (“WHR”), Anthony Bahr (“Bahr” and, together with Holdco, Graham and WHR, the “Stockholders” and each of the Stockholders, a “Stockholder”), and Range Resources Corporation, a Delaware corporation (“Parent”). The parties to this Agreement are sometimes referred to herein collectively as the “parties,” and individually as a “party.” Capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement (as defined below).
