1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: Chapter 11 MEMORIAL PRODUCTION Case No PARTNERS LP, et al., Debtors. (Jointly Administered) BENEFICIAL HOLDER BALLOT FOR ACCEPTING OR REJECTING THE AMENDED JOINT PLAN OF REORGANIZATION OF MEMORIAL PRODUCTION PARTNERS LP, ET AL. UNDER CHAPTER 11 OF THE BANKRUPTCY CODE. BALLOT FOR: CLASS 9 MEMORIAL PARENT INTERESTS HOLDERS OF CLASS 9 MEMORIAL PARENT INTERESTS SHOULD READ THIS ENTIRE BALLOT BEFORE COMPLETING. PLEASE COMPLETE, DATE, AND SIGN THE BALLOT AND RETURN IT IN THE ENCLOSED PREADDRESSED, POSTAGE PREPAID ENVELOPE OR BY FIRST CLASS MAIL, OVERNIGHT COURIER OR HAND DELIVERY TO THE VOTING AGENT (AS DEFINED BELOW). YOUR VOTE (WHETHER ON A BALLOT SUBMITTED BY YOUR NOMINEE (THE MASTER BALLOT ) OR ON A PRE-VALIDATED BALLOT) MUST BE ACTUALLY RECEIVED BY THE VOTING AGENT (AS DEFINED BELOW) ON OR BEFORE MARCH 27, 2017 AT 4:00 P.M. (CENTRAL TIME) (THE VOTING DEADLINE ). This ballot (the Ballot ) is provided to you to solicit your vote to accept or reject the Amended Joint Plan of Reorganization of Memorial Production Partners LP et al. under Chapter 11 of the Bankruptcy Code (as amended, modified, or supplemented from time to time, the Plan ) 1 in connection with cases (the Chapter 11 Cases ) commenced by the Memorial Production Partners LP and its abovecaptioned debtor affiliates (collectively, the Debtors ) under chapter 11 of title 11 of the United States Code (the Bankruptcy Code ). Please use this Ballot to cast your vote to accept or reject the Plan if you are, as of February 21, 2017 (the Voting Record Date ), a beneficial holder (a Beneficial Holder ) of Interests in Memorial Production Partners LP ( Memorial Parent ), including all equity securities, partnership interests, common stock or units, preferred stock or units, or other instruments evidencing an ownership interest, whether or not transferable, and any option, warrant or right, contractual or otherwise, to acquire any such interests (the Memorial Parent Interests ). Copies of the Plan and the Disclosure Statement for Amended Joint Plan of Reorganization of Memorial Production Partners LP, et al., under Chapter 11 of the Bankruptcy Code (as amended, modified, or supplemented from time to time, the Disclosure Statement ) can be obtained from the Debtors solicitation agent, Rust Consulting/Omni Bankruptcy (the Voting Agent ), by calling +1 (877) 1 Capitalized terms used but not otherwise herein defined shall have the meanings ascribed to such terms in the Plan.
2 (toll free), or sending an electronic mail message to with MEMP in the subject line and requesting that a copy be provided to you. You should review the Disclosure Statement and the Plan in their entirety before you vote. You may wish to seek independent legal advice concerning the Plan and your classification and treatment under the Plan. IMPORTANT NOTICE REGARDING TREATMENT FOR CLASS 9 As described in more detail in the Disclosure Statement and Plan, if the Plan is confirmed, on the Effective Date, all Memorial Parent Interests shall be cancelled and, shall be of no further force and effect, whether surrendered for cancellation or otherwise. Pursuant to the terms of the Restructuring Transactions, each Memorial Limited Partner will receive, on account of, and in full and final satisfaction of, its Memorial Parent Interests, and for the releases given by such Memorial Limited Partner to the Released Parties pursuant to Section 10.7 of the Plan, its Pro Rata share of: (i) the Memorial Limited Partner New Common Shares; and (ii) the Memorial Limited Partner Warrants. Notwithstanding anything herein or in the Plan to the contrary, any restricted units of Memorial Parent issued pursuant to the Memorial Production Partners GP LLC Long-Term Incentive Plan shall vest prior to the Effective Date. The Plan can be confirmed by the United States Bankruptcy Court for the Southern District of Texas (the Bankruptcy Court ) and thereby made binding on you if: (i) it is accepted by the holders of (a) at least two-thirds of the aggregate principal amount and more than one-half in number of the Claims voted in each Impaired Class of Claims entitled to vote and (b) at least two-thirds in amount of the Interests voted in each Impaired Class of Interests entitled to vote and (ii) the Plan otherwise satisfies the applicable requirements of section 1129(a) of the Bankruptcy Code. If the requisite acceptances are not obtained, the Bankruptcy Court may nonetheless confirm the Plan if it finds that the Plan (y) provides fair and equitable treatment to, and does not unfairly discriminate against, the Class or Classes rejecting the Plan and (z) otherwise satisfies the requirements of section 1129(b) of the Bankruptcy Code. If the Plan is confirmed by the Bankruptcy Court, it will be binding on you regardless of whether you vote or if you vote to reject the Plan. To have your vote counted, you must complete, sign, and return this Ballot to the broker, dealer, commercial bank, trust company, or other agent designated as your nominee (the Nominee ) to be returned to the Voting Agent by the Voting Deadline. Your receipt of this Ballot does not signify that your Interest(s) has been or will be Allowed. This Ballot is solely for purposes of voting to accept or reject the Plan and not for the purpose of allowance or disallowance of or distribution on account of Class 9 Memorial Parent Interests. You must provide all of the information requested by this Ballot. Failure to do so may result in the disqualification of your vote. NOTICE REGARDING CERTAIN RELEASE, EXCULPATION AND INJUNCTION PROVISIONS IN THE PLAN As of the Effective Date and to the fullest extent allowed by applicable law, except as otherwise provided in the Plan or in the Confirmation Order, for good and valuable consideration, the adequacy of which is hereby confirmed, including, without limitation, the service of the Released Parties to facilitate the reorganization of the Debtors and the implementation of the Restructuring, as an integral component of the Plan, the Released Parties are expressly, conclusively, absolutely, unconditionally, irrevocably and forever released and discharged by the Releasing Parties from any and all claims, interests, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, remedies, losses, and liabilities whatsoever, including any 2
3 derivative claims or Causes of Action, asserted or assertable on behalf of the Debtors, the Reorganized Debtors or their Estates, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity, contract, tort, or otherwise, that the Releasing Parties would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim or Interest or other Person, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Reorganized Debtors, or their Estates, the Chapter 11 Cases, the Debtors restructuring efforts, the negotiation, formulation or preparation of any transactions or documents in connection therewith, the Debtors intercompany transactions, any preference, fraudulent transfer, or other avoidance claim arising pursuant to chapter 5 of the Bankruptcy Code or other applicable law, the purchase, sale, or rescission of the purchase or sale of any security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements and any other transaction or other arrangement between any Debtor, Reorganized Debtor, or Estate and any Released Party, the Restructuring, the pursuit of confirmation of the Plan, the restructuring of any Claim or Interest before or during the Chapter 11 Cases, any actions or transactions under the Plan (including, without limitation, Sections 5.2, 5.12, and 5.13 of the Plan), the Disclosure Statement, the Plan Supplement, the Plan Support Agreements, the RBL Credit Facility, the RBL Credit Facility Loan Documents, the Secured Swap Agreements, the Amended and Restated Swap Agreements, the Exit Credit Facility, the Exit Credit Facility Loan Documents, the 7.625% Senior Unsecured Notes Indenture, the 6.875% Senior Unsecured Notes Indenture, and related agreements, instruments, and other documents (including the Definitive Documents) created or entered into before or during the Chapter 11 Cases, and the negotiation, formulation, or preparation thereof, the solicitation of votes with respect to the Plan, or any other act or omission, transaction, agreement, event, or other occurrence taking place or arising on or before the Effective Date related or relating to any of the foregoing, in each case other than Claims or Causes of Action arising out of or related to any act or omission of a Released Party that is a criminal act or constitutes fraud, willful misconduct, or gross negligence, as determined by a Final Order. OTHER RELEASE, EXCULPATION AND INJUNCTION PROVISIONS ARE FOUND IN SECTION 10 OF THE PLAN. YOU ARE ADVISED AND ENCOURAGED TO CAREFULLY REVIEW AND CONSIDER THE PLAN, INCLUDING THE RELEASE, EXCULPATION AND INJUNCTION PROVISIONS, AS YOUR RIGHTS MIGHT BE AFFECTED. PLEASE READ THE ATTACHED VOTING INFORMATION AND INSTRUCTIONS BEFORE COMPLETING THIS BALLOT. PLEASE COMPLETE ITEMS 1, 2, 3, 4, AND 5. IF THIS BALLOT HAS NOT BEEN PROPERLY COMPLETED AND SIGNED IN THE SPACE PROVIDED, YOUR VOTE WILL NOT BE VALID OR COUNTED AS HAVING BEEN CAST. 3
4 Item 1. Amount of Memorial Parent Interests. The undersigned hereby certifies that, as of the Voting Record Date, the undersigned was the Beneficial Holder (or authorized signatory of such a Beneficial Holder) of Memorial Parent Interests in the unit amount inserted into the box below. If your Memorial Parent Interests are held by a Nominee on your behalf and you do not know the unit amount of the Interests held, please contact your Nominee immediately to obtain the amount. Number of Memorial Parent Interests (Unit Amount): Item 2. Votes on the Plan. Please vote either to accept or to reject the Plan with respect to your Interests. Any Ballot not marked either to accept or reject the Plan, or marked both to accept and reject the Plan, shall not be counted in determining acceptance or rejection of the Plan. Before voting on the Plan, please note the following: If you vote to accept the Plan, you shall be deemed to have consented to the release, injunction, and exculpation provisions set forth in Sections 10.5, 10.6, 10.7, and 10.8 of the Plan. If you (i) do not vote to either accept or reject the Plan or (ii) vote to reject the Plan, but in either case do not check the box in Item 3 below, you shall be deemed to have consented to the release provisions set forth in Section 10.7 of the Plan. The Disclosure Statement and the Plan must be referenced for a complete description of the release, injunction, and exculpation. The undersigned Beneficial Holder of Class 9 Memorial Parent Interests votes to (check one box): Accept the Plan Reject the Plan Item 3. Optional Release Election. Check the box below if you elect not to grant the releases contained in Section 10.7 of the Plan. Election to withhold consent is at your option. If you voted to accept the Plan in Item 2 above, you will be deemed to consent to the releases contained in Section 10.7 of the Plan to the fullest extent permitted by applicable law regardless of whether you check the box below. If (i) you submit a rejecting Ballot, or (ii) you do not vote either to accept or reject the Plan, in either case without checking the box below, you will be deemed to consent to the releases contained in Section 10.7 of the Plan to the fullest extent permitted by applicable law. The undersigned elects not to grant the releases contained in Section 10.7 of the Plan. 4
5 Item 4. Certification as to Class 9 Memorial Parent Interests Held in Additional Accounts. The undersigned hereby certifies that either (i) it has not submitted any other Ballots for other Class 9 Memorial Parent Interests held in other accounts or other record names, or (ii) if it has submitted Ballots for other Memorial Parent Interests held in other accounts or other record names, then such Ballots indicate the same vote to accept or reject the Plan. If the undersigned has submitted Ballots for other such Memorial Parent Interests then the undersigned certifies the accuracy of the information provided below as to such other Claims or Interests. Account Number Name of Beneficial Holder (or Name of Nominee If Memorial Parent Interests Are Held through a Nominee) Amount of Other Class 9 Memorial Parent Interests Voted CUSIP Number of Other Class 9 Memorial Parent Interests Voted Item 5. Acknowledgments. By signing this Ballot, the Beneficial Holder (or authorized signatory of such Beneficial Holder) acknowledges receiving instructions for obtaining copies of the Plan, the Disclosure Statement, and the other applicable solicitation materials, and certifies that (i) it has the power and authority to vote to accept or reject the Plan, (ii) it was the Beneficial Holder (or is entitled to vote on behalf of such Beneficial Holder) of the Memorial Parent Interests described in Item 1 as of the Voting Record Date, and if it has submitted any other Ballots for other Memorial Parent Interests held in other accounts or other record names that it has provided the information requested above in Item 4, (iii) if delivered to a Nominee, such Beneficial Holder authorizes its Nominee to treat this Ballot as a direction to include its interest as a Class 9 Memorial Parent Interest on the Master Ballot, and (iv) all authority conferred or agreed to be conferred pursuant to this Ballot, and every obligation of the undersigned hereunder, shall be binding on the transferees, successors, assigns, heirs, executors, administrators, trustees in bankruptcy, and legal representatives of the undersigned, and shall not be affected by, and shall survive, the death or incapacity of the undersigned. The undersigned understands that an otherwise properly completed, executed, and timely returned Ballot failing to indicate either acceptance or rejection of the Plan or indicating both acceptance and rejection of the Plan will not be counted. The undersigned also understands that if it has submitted Ballots for other Class 9 Memorial Parent Interests, whether held in other accounts or other record names, and such Ballots indicate different or inconsistent votes to accept or reject the Plan, then all such Ballots will not be counted. Name of Beneficial Holder Signature If by Authorized Agent, Name and Title Name of Institution Street Address 5
6 City, State, Zip Code Telephone Number Date Completed THE VOTING DEADLINE TO ACCEPT OR REJECT THE PLAN IS MARCH 27, 2017 AT 4:00 P.M. (CENTRAL TIME). IF YOU RECEIVED A RETURN ENVELOPE ADDRESSED TO THE VOTING AGENT (RUST CONSULTING/OMNI BANKRUPTCY), PLEASE COMPLETE, AND DATE THE BALLOT AND RETURN IT PROMPTLY WITH AN ORIGINAL SIGNED COPY IN THE ENVELOPE PROVIDED SO THAT IT IS ACTUALLY RECEIVED BY THE VOTING AGENT ON OR BEFORE THE VOTING DEADLINE. IF YOU RECEIVED A RETURN ENVELOPE ADDRESSED TO YOUR NOMINEE, PLEASE COMPLETE, SIGN, AND DATE THE BALLOT AND RETURN IT IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED BY YOUR NOMINEE. PLEASE ALLOW SUFFICIENT TIME FOR YOUR BALLOT TO BE INCLUDED ON A MASTER BALLOT COMPLETED BY YOUR NOMINEE. THE MASTER BALLOT MUST BE ACTUALLY RECEIVED BY THE VOTING AGENT ON OR BEFORE THE VOTING DEADLINE. IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT OR THE VOTING PROCEDURES, PLEASE CONTACT THE VOTING AGENT BY CALLING +1 (877) (TOLL FREE) OR BY SENDING AN ELECTRONIC MAIL MESSAGE TO WITH MEMP IN THE SUBJECT LINE. 6
7 VOTING INFORMATION AND INSTRUCTIONS FOR COMPLETING THE BALLOT 1. Ballots received after the Voting Deadline (if the Voting Deadline has not been extended) will not be counted. Please return the Ballot in the envelope provided, or as otherwise directed by your Nominee. The Voting Agent will tabulate all properly completed Ballots and Master Ballots received on or before the Voting Deadline. IF YOU ARE RETURNING YOUR BALLOT TO YOUR NOMINEE, PLEASE RETURN IT BY THE DEADLINE PROVIDED BY YOUR NOMINEE OR OTHERWISE ALLOW SUFFICIENT TIME FOR YOUR VOTE TO BE INCLUDED ON A MASTER BALLOT AND FORWARDED TO THE VOTING AGENT BY THE VOTING DEADLINE. 2. Complete the Ballot by providing all the information requested, signing, dating, and returning the Ballot in the envelope provided or as indicated by your Nominee. Any Ballot that is illegible, contains insufficient information to identify the Beneficial Holder, does not contain an original signature, or is unsigned will not be counted. Ballots may not be submitted to the Voting Agent by facsimile or electronic mail. If neither the accept nor reject box is checked in Item 2, both boxes are checked in Item 2, or the Ballot is otherwise not properly completed, executed, or timely returned, then the Ballot will not be counted. 3. You must vote all your Claims or Interests within a single Class under the Plan either to accept or reject the Plan. Accordingly, if you return more than one Ballot voting different Claims or Interests within a single Class under the Plan, the Ballots are not voted in the same manner, and you do not correct this before the Voting Deadline, those Ballots will not be counted. An otherwise properly executed Ballot that attempts to partially accept and partially reject the Plan likewise will not be counted. 4. The Ballot does not constitute, and shall not be deemed to be, a proof of claim or interest or an assertion or admission of Claims or Interests. 5. The Ballot is not a letter of transmittal and may not be used for any purpose other than to vote to accept or reject the Plan. 6. If you cast more than one Ballot voting the same Claims or Interests before the Voting Deadline, the latest received, properly executed Ballot submitted to the Voting Agent will supersede any prior Ballot. 7. Subject to the Plan Support Agreements, if (i) the Debtors revoke or withdraw the Plan, or (ii) the Confirmation Order is not entered or consummation of the Plan does not occur, this Ballot shall automatically be null and void and deemed withdrawn without any requirement of affirmative action by or notice to you. 8. There may be changes made to the Plan that do not cause material adverse effects on an accepting Class. If such non-material changes are made to the Plan, the Debtors will not resolicit votes for acceptance or rejection of the Plan. 9. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS CONTAINED IN THE MATERIALS MAILED WITH THIS BALLOT, ANY SUPPLEMENTAL INFORMATION PROVIDED BY THE DEBTORS, OR OTHER MATERIALS AUTHORIZED BY THE BANKRUPTCY COURT. 10. PLEASE RETURN YOUR BALLOT PROMPTLY IN THE ENVELOPE PROVIDED OR AS OTHERWISE DIRECTED BY YOUR NOMINEE. 11. IF YOU HAVE RECEIVED A DAMAGED BALLOT OR HAVE LOST YOUR BALLOT, OR IF YOU HAVE ANY QUESTIONS CONCERNING THIS BALLOT OR THE VOTING 7
8 PROCEDURES, PLEASE CALL THE VOTING AGENT AT +1 (877) (TOLL FREE) OR BY SENDING AN ELECTRONIC MAIL MESSAGE TO WITH MEMP IN THE SUBJECT LINE. PLEASE DO NOT DIRECT ANY INQUIRIES TO THE BANKRUPTCY COURT. 12. THE VOTING AGENT IS NOT AUTHORIZED TO AND WILL NOT PROVIDE LEGAL ADVICE. 8