1933 Uses in Recording of Secondary Sales for Legacy Class A Stockholders; Class B Exchange Expenses Clause

Recording of Secondary Sales for Legacy Class A Stockholders; Class B Exchange Expenses from Stockholders Agreement

This Stockholders Agreement, dated as of August 30, 2013 (the Effective Date), is entered into by and among EP Energy Corporation, a Delaware corporation (the Company), and those stockholders of the Company listed on the signature pages hereto (as amended, supplemented or modified from time to time, this Agreement). Unless otherwise specified, capitalized terms used herein shall have the respective meanings set forth in Article I. The Company, the Legacy Stockholders and any Stockholder joined as a party to this Agreement pursuant to the provisions hereof are sometimes collectively referred to herein as the Parties and each is sometimes referred to herein as a Party.

Recording of Secondary Sales for Legacy Class A Stockholders; Class B Exchange Expenses. The Legacy Class A Stockholders shall promptly notify the Company of any and all Sales or Subsequent Sales, as applicable, for purposes of determining whether a Class B Exchange is to be consummated pursuant to the Certificate of Incorporation. Upon the consummation of a Class B Exchange, the Class B Exchange Amount shall be cancelled by the Company and such cancelled Class B Shares shall not be reissued at any time. The Company shall ensure that following an IPO, Class A Shares issued to the Class B Stockholders pursuant to a Class B Exchange shall be immediately freely transferable under federal securities laws by the Class B Stockholders under a resale registration statement to be filed as soon as reasonably practicable following such IPO and the Company shall use its commercially reasonable efforts to ensure such registration statement is maintained effective at all times thereafter pursuant to applicable federal securities laws. The Company shall bear all of the costs and expenses associated with a Class B Exchange, including the costs and expenses incurred in connection with filing and maintaining a resale registration statement and any underwriting discounts and commissions and brokerage commissions payable by the Class B Stockholders in connection with sales of Class A Shares received by the Class B Stockholders pursuant to a Class B Exchange. For the avoidance of doubt, the rights and benefits applicable to the Class B Stockholders provided pursuant to the foregoing

Recording of Secondary Sales for Legacy Class A Stockholders; Class B Exchange Expenses from Stockholders Agreement

This Stockholders Agreement, dated as of August 30, 2013 (the Effective Date), is entered into by and among EP Energy Corporation, a Delaware corporation (the Company), and those stockholders of the Company listed on the signature pages hereto (as amended, supplemented or modified from time to time, this Agreement). Unless otherwise specified, capitalized terms used herein shall have the respective meanings set forth in Article I. The Company, the Legacy Stockholders and any Stockholder joined as a party to this Agreement pursuant to the provisions hereof are sometimes collectively referred to herein as the Parties and each is sometimes referred to herein as a Party.

Recording of Secondary Sales for Legacy Class A Stockholders; Class B Exchange Expenses. The Legacy Class A Stockholders shall promptly notify the Company of any and all Sales or Subsequent Sales, as applicable, for purposes of determining whether a Class B Exchange is to be consummated pursuant to the Certificate of Incorporation. Upon the consummation of a Class B Exchange, the Class B Exchange Amount shall be cancelled by the Company and such cancelled Class B Shares shall not be reissued at any time. The Company shall ensure that following an IPO, Class A Shares issued to the Class B Stockholders pursuant to a Class B Exchange shall be immediately freely transferable under federal securities laws by the Class B Stockholders under a resale registration statement to be filed as soon as reasonably practicable following such IPO and the Company shall use its commercially reasonable efforts to ensure such registration statement is maintained effective at all times thereafter pursuant to applicable federal securities laws. The Company shall bear all of the costs and expenses associated with a Class B Exchange, including the costs and expenses incurred in connection with filing and maintaining a resale registration statement and any underwriting discounts and commissions and brokerage commissions payable by the Class B Stockholders in connection with sales of Class A Shares received by the Class B Stockholders pursuant to a Class B Exchange. For the avoidance of doubt, the rights and benefits applicable to the Class B Stockholders provided pursuant to the foregoing