Pro Rata Uses in Certificates Clause

Certificates from Third Amended and Restated Agreement

This Amendment No. 6 (this "Amendment No. 6") to the Third Amended and Restated Agreement of Limited Partnership of Sunoco Logistics Partners L.P. (the "Partnership"), dated as of January 26, 2010, as amended by Amendment No. 1 thereto dated as of July 1, 2011, Amendment No. 2 thereto dated as of November 21, 2011, Amendment No. 3 thereto dated as of June 12, 2014, Amendment No. 4 thereto dated as of July 30, 2014, and Amendment No. 5 thereto dated as of August 28, 2015 (as so amended, the "Partnership Agreement"), is hereby adopted effective as of October 8, 2015, by Sunoco Partners LLC, a Pennsylvania limited liability company (the "General Partner"), as general partner of the Partnership. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.

Certificates. Upon the Partnership's issuance of Common Units, Class A Units or Class B Units to any Person, the Partnership shall issue one or more Certificates in the name of such Person evidencing the number of such Units being so issued. In addition, (a) upon the General Partner's request, the Partnership shall issue to it one or more Certificates in the name of the General Partner evidencing its interests in the Partnership and (b) upon the request of any Person owning Incentive Distribution Rights or any other Partnership Securities other than Common Units, Class A Units or Class B Units, the Partnership shall issue to such Person one or more certificates evidencing such Incentive Distribution Rights or other Partnership Securities other than Common Units, Class A Units or Class B Units. Certificates shall be executed on behalf of the Partnership by the Chairman of the Board, President or any Executive Vice President or Vice President and the Secretary or any Assistant Secretary of the General Partner. No Common Unit Certificate shall be valid for any purpose until it has been countersigned by the Transfer Agent; provided, however, that if the General Partner elects to issue Common Units in global form, the Common Unit Certificates shall be valid upon receipt of a certificate from the Transfer Agent certifying that the Common Units have been duly registered in accordance with the directions of the Partnership. The Partners holding Certificates evidencing Class A Units or Class B Units may exchange such Certificates for Certificates evidencing Common Units on or after the date on which such Class A Units or Class B Units are converted into Common Units pursuant to the terms of Section 5.12 or Section 5.13, as applicable.(e) Section 5.5(c)(iii) is hereby amended and restated as follows:"Immediately prior to the transfer of a Class A Unit, a Class B Unit, a Class A Unit that has converted into a Common Unit pursuant to Section 5.12(e), or of a Class B Unit that has converted into a Common Unit pursuant to Section 5.13(e), by a holder thereof (other than a transfer to an Affiliate unless the General Partner elects to have this subparagraph 5.5(c)(iii) apply), the Capital Account maintained for such Person with respect to its Class A Units, Class B Units, converted Class A Units or converted Class B Units will (a) first, be allocated to the Class A Units, Class B Units, converted Class A Units or converted Class B Units to be transferred in an amount equal to the product of (x) the number of such Class A Units, Class B Units, converted Class A Units or converted Class B Units to be transferred and (y) the Per Unit Capital Amount for a Common Unit, and (b) second, any remaining balance in such Capital Account will be retained by the transferor, regardless of whether it has retained any Class A Units, Class B Units, converted Class A Units or converted Class B Units. Promptly, following any such allocation, the transferor's Capital Account, if any, maintained with respect to the retained Class A Units, Class B Units, converted Class A Units or converted Class B Units, if any, will have a balance equal to the amount allocated under clause (b) hereinabove, and the transferee's Capital Account established with respect to the transferred Class A Units, Class B Units, converted Class A Units or converted Class B Units will have a balance equal to the amount allocated under clause (a) hereinabove."(f) Section 5.10(a) is hereby amended and restated as follows:"Subject to Section 5.10(d), Section 6.6 and Section 6.7 (dealing with adjustments of distribution levels), the Partnership may make a Pro Rata distribution of Partnership Securities to all Record Holders of Partnership Securities or may effect a subdivision or combination of Partnership Securities so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis or stated as a number of Units (including (i) the number of Common Units into which Class A Units may convert and the number of Class A Units issued on the Contribution Agreement Closing Date and (ii) the number of Common Units into which Class B Units may convert and the number of Class B Units issued on the Exchange Agreement Closing Date) are proportionately adjusted retroactive to the date of formation of the Partnership."(g) Article V of the Partnership Agreement is hereby amended to add a new Section 5.13 as follows:"5.13 Establishment of Class B Units.

Certificates 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.

Certificates. Issued and outstanding Shares held by the Legacy Stockholders shall be uncertificated; provided, that the Board may expressly elect to evidence Shares by certificates and if the Board so elects, in addition to any other legend which the Company may deem advisable under the Securities Act, all certificates representing Shares issued to Legacy Stockholders shall be endorsed as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A STOCKHOLDERS AGREEMENT DATED AS OF AUGUST 30, 2013, BY AND AMONG THE ISSUER OF SUCH SECURITIES AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH STOCKHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE ISSUER.

Certificates 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.

Certificates. Issued and outstanding Shares held by the Legacy Stockholders shall be uncertificated; provided, that the Board may expressly elect to evidence Shares by certificates and if the Board so elects, in addition to any other legend which the Company may deem advisable under the Securities Act, all certificates representing Shares issued to Legacy Stockholders shall be endorsed as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A STOCKHOLDERS AGREEMENT DATED AS OF AUGUST 30, 2013, BY AND AMONG THE ISSUER OF SUCH SECURITIES AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH STOCKHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE ISSUER.