The information contained on this website (this “Site”), including any attachments (the “Stockholder Data”) is confidential and is being made available to you in your capacity as a holder of common stock of EP Energy Corporation (the “Corporation”) pursuant to that certain Stockholders Agreement, dated October 1, 2020, by and among the Corporation and the Stockholders party thereto (the “Stockholders Agreement”). A copy of the Stockholders Agreement can be found at https://cases.primeclerk.com/EPEnergy/ at Docket No. 1463.
BY CLICKING AGREE WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU CERTIFY THAT YOU ARE A HOLDER OF COMMON STOCK OF THE CORPORATION AS OF THE DATE HEREOF AND ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THE TERMS OF THIS NOTICE AND THE CONFIDENTIALITY PROVISIONS IN THE STOCKHOLDERS AGREEMENT.
I. Confidentiality.
Some or all of the Stockholder Data may constitute material non-public information and is being provided with the expectation and understanding that it will be treated as confidential. You should not (and should take reasonable steps to ensure that your representatives and advisors who have received this information will not) use this information in such a way so as to do anything that breaches any contractual obligations or applicable U.S. federal or other securities laws or regulations in relation to any securities of any entity that may be discussed in these materials, including (a) trading in any securities, derivative instruments or other financial products in relation to such entities, and (b) aiding, abetting, counselling or procuring any other party to trade in the same. You acknowledge that you have done an independent analysis of (and are not relying on the Corporation, its subsidiaries or its affiliates for a determination of) whether the receipt of this information impacts your ability to transfer any common stock of the Corporation. By accessing this Site, you agree that you and all of your representatives and advisors will maintain such information in strict confidence and that you will not be free to act upon any such material non-public information contained therein. Access to this Site and the Stockholder Data is being provided subject to your existing contractual obligations with the Corporation pursuant to the Stockholders Agreement (including any existing non-disclosure agreements) and applicable law. The disclosure of any such information may be detrimental to the Corporation.
II. Information.
The Stockholder Data has been prepared in order to comply with the terms of the Stockholders Agreement and does not purport to be all-inclusive or to contain all of the information that you may consider material or desirable in evaluating an investment in the Corporation.
The Stockholder Data may include certain forward looking statements, estimates and projections provided by the Corporation. Any such statements, estimates and projections reflect various estimates and assumptions by the Corporation concerning anticipated results. No representations or warranties are made by the Corporation or any of its affiliates as to the accuracy of any such statements, estimates or projections. Whether or not any such forward looking statements, estimates or projections are in fact achieved will depend upon future events some of which are not within the control of the Corporation. Accordingly, actual results may vary from the projected results and such variations may be material. Statements contained herein describing documents and agreements are summaries only and such summaries are qualified in their entirety by reference to such documents and agreements.
III. General.
You agree that money damages would not be a sufficient remedy for breach of this Notice, and that in addition to all other remedies available at law or in equity, the Corporation shall be entitled to equitable relief, including injunction and specific performance, without proof of actual damages.
This Notice together with the Stockholders Agreement embody the entire understanding and agreement between you and the Corporation with respect to the Stockholder Data and supersedes all prior understandings and agreements relating thereto.
All matters relating to the Site and this Notice, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction).
IV. SPECIAL NOTICE REGARDING THE CONFIDENTIAL NATURE OF STOCKHOLDER DATA
THE STOCKHOLDER DATA IS BEING MADE AVAILABLE TO THOSE PERSONS THAT OWN COMMON STOCK OF THE CORPORATION IN ACCORDANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT AND MAY ONLY BE USED BY SUCH PERSONS IN THEIR CAPACITY AS A HOLDER OF THE COMMON STOCK OF THE CORPORATION AND NOT FOR ANY OTHER PURPOSES. YOU AGREE TO USE AND MAINTAIN THE STOCKHOLDER DATA ONLY FOR THESE PERMITTED PURPOSES. YOU ACKNOWLEDGE THAT THE CORPORATION EXPRESSLY RESERVES THE RIGHT TO DENY OR REVOKE ACCESS TO ANY PERSON AT ITS DISCRETION IF THE CORPORATION IS NOT SATISFIED THAT SUCH PERSON MEETS THE REQUIREMENTS STATED HEREIN.
V. Beneficial Ownership Certification
By clicking agree when this option is made available to you, you certify that you are a beneficial owner of common stock of EP Energy Corporation as of the date hereof and agree to be bound by and abide by the terms of the confidentiality provisions in the Stockholders Agreement.
By clicking Agree and Continue, you indicate your acceptance of and agreement to be bound by the terms of this Notice.
