Registrable Securities Uses in Amendments to the Certificate of Incorporation and the Bylaws Clause

Amendments to the Certificate of Incorporation and the Bylaws 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.

Amendments to the Certificate of Incorporation and the Bylaws. Each of the Legacy Class A Stockholders and the Legacy Class B Stockholders agrees that it shall not vote its Shares in favor of any amendment, modification or waiver of, or otherwise act to amend, modify or waive, any provision of the Certificate of Incorporation or the Bylaws in a manner that would disproportionately and materially adversely affect the interests of any Legacy Stockholder (in relation to any other Legacy Stockholder or class of Legacy Stockholders after taking into account or giving effect to the relative designations, preferences and/or special rights of the Shares held by such Legacy Stockholder or class of Legacy Stockholders immediately prior to such amendment, modification or waiver) without the written approval of such Legacy Stockholder.

Amendments to the Certificate of Incorporation and the Bylaws 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.

Amendments to the Certificate of Incorporation and the Bylaws. Each of the Legacy Class A Stockholders and the Legacy Class B Stockholders agrees that it shall not vote its Shares in favor of any amendment, modification or waiver of, or otherwise act to amend, modify or waive, any provision of the Certificate of Incorporation or the Bylaws in a manner that would disproportionately and materially adversely affect the interests of any Legacy Stockholder (in relation to any other Legacy Stockholder or class of Legacy Stockholders after taking into account or giving effect to the relative designations, preferences and/or special rights of the Shares held by such Legacy Stockholder or class of Legacy Stockholders immediately prior to such amendment, modification or waiver) without the written approval of such Legacy Stockholder.