Grant of Restricted Common Units

On January 9, 2013, the Board of Directors (the "Board") of Memorial Production Partners GP LLC (the "Company"), the general partner of Memorial Production Partners LP (the "Partnership"), approved a grant of restricted common units (the "Restricted Units") pursuant to the Company's Long-Term Incentive Plan (the "Plan") to executive officers and independent directors of the Company as indicated in the following table:

               Award Recipient         Number of Restricted Units
               Andrew J. Cozby                                430

               Larry R. Forney                              1,705

               Kyle N. Roane                                  852

               Gregory M. Robbins                             682

               Patrick T. Nguyen                              682

               Jonathan M. Clarkson                         4,092

               P. Michael Highum                            4,092

               Robert A. Innamorati                         4,092

The grants of Restricted Units to the executive officers and independent directors were made pursuant to a Restricted Unit Agreement (an "Agreement") on January 9, 2013. The form of Agreement is as approved by the Board and filed as Exhibit 4.6 to the Partnership's Registration Statement on Form S-8 (File No. 333-178493) filed on December 14, 2011, which is incorporated by reference herein.

The Restricted Units are subject to restrictions on transferability and a substantial risk of forfeiture and are intended to retain and motivate members of the Company's management. Award recipients have all the rights of a unitholder in the Partnership with respect to the Restricted Units, including the right to receive distributions thereon if and when distributions are made by the Partnership to its unitholders. The Restricted Units vest and the forfeiture restrictions will lapse in substantially equal one-third (1/3) increments on each of January 9, 2014, January 9, 2015 and January 9, 2016, so long as the award recipient remains continuously employed by the Company and its affiliates.

If an award recipient's service with the Company or its affiliates is terminated prior to full vesting of the Restricted Units for any reason, then the award recipient will forfeit all unvested Restricted Units to the Company, except that, if an award recipient's service is terminated either by the Company (or an affiliate) without "cause" or by the award recipient for "good reason" (as such terms are defined in the Agreement) within one year following the occurrence of a change of control, all unvested Restricted Units will become immediately vested in full. If an award recipient's service with the Company or its affiliates is terminated by (i) the Company with "cause" or (ii) by the award recipient's resignation and engagement in Competition (as such term is defined in the Agreement) prior to full vesting of the Restricted Units, then the Company has the right, but not the obligation, to repurchase the Restricted Units at a price per Restricted Unit equal to the lesser of (x) the Fair Market Value (as such term is defined in the Agreement) of such Restricted Unit as of the date of the repurchase and (y) the price paid by the award recipient for such Restricted Unit.

(d) Exhibits.

Exhibit Number                               Description

     10.1        Form of Restricted Unit Agreement (incorporated by reference to
                 Exhibit 4.6 of the Partnership's Registration Statement on Form S-8
                 (File No. 333-178493) filed on December 14, 2011)