Common use of Duties and Responsibilities of Employee Clause in Contracts

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s business time and attention to the business of the Company and its Affiliates, will act in a manner that Employee reasonably believes is consistent with the best interests of the Company and its Affiliates and will perform with due care Employee’s duties and responsibilities. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above of as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or by the Board of Managers of EPE Acquisition (the “Board”) from time to time. Employee agrees not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such activities do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement or conflict with the business and affairs of the Company. (b) Employee expressly represents and covenants to the Company that Employee is not subject or a party to any employment agreement, noncompetition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Employee from executing this Agreement and fully performing Employee’s duties and responsibilities hereunder.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s full business time time, attention and attention best efforts to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of the Company and its Affiliates direct and will perform with due care Employee’s duties and responsibilitiesindirect subsidiaries are referred to as the “Company Group”) as may be requested by the Board or the Chief Executive Officer from time to time. Employee’s duties will shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (or the “Board”) Chief Executive Officer from time to time, which duties may include providing services to other members of the Company Group in addition to the Company. Employee agrees may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not to engage in any activity that materially interferes with require the performance of Employee’s duties hereunder. Without limiting any services by Employee in the foregoing, during operation of the Employment Period, Employee will not hold any type entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior written consent of outside employmentthe Board, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or conflict competitive with the business and affairs of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition, non-solicitation, restrictive covenant, nondisclosure non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any such prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s best efforts and full business time and attention to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries as may exist from time to time, will act in a manner that Employee reasonably believes is consistent with including the best interests of Bank (collectively, the Company and its Affiliates direct and will perform with due care indirect subsidiaries are referred to as the “Company Group”) as may be requested by the applicable Board from time to time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) Boards from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company and Bank. Employee agrees may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not to require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in any activity that materially interferes charitable and civic activities; or (iii) with the performance prior written consent of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employmentBoards, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreementnon-competition, noncompetition covenantnon-solicitation, nondisclosure restrictive covenant or non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall actively engage in the business and affairs of the Company (together with its direct and indirect subsidiaries, the “Company Group”) as may be requested by the Board or the CEO from time to time, devote substantially all such amount of Employee’s business time and attention as is reasonably necessary to manage the business and affairs of the Company and its AffiliatesCompany, which amount of time will act in a manner that Employee reasonably believes is consistent with the best interests constitute substantially all of the Company and its Affiliates and will perform with due care Employee’s business time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (or the “Board”) CEO from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee agrees may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not to require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in any activity that materially interferes charitable and civic activities; (iii) with the performance prior written consent of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employmentBoard, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 passive investment activities; and (iv) engage in passive investments with the prior written consent of the Board, serve on the board of directors of up to two for-profit corporations (collectively, the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such engagements, ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition or non-solicitation covenant, nondisclosure non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment PeriodPeriod (as defined below), except as otherwise may be provided in this Agreement, Employee shall devote substantially all of Employee’s full business time time, attention and attention reasonable best efforts to the business of the Company and and, as applicable, its Affiliates, will act in a manner that Employee reasonably believes is consistent with the best interests of subsidiaries (the Company and its Affiliates and will perform with due care Employee’s duties and responsibilitiessubsidiaries are collectively referred to herein as the “Company Group”), as may be requested by the Board from time to time. Employee’s duties will include those lawful duties normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional lawful duties as may be reasonably assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) from time to time, which duties may include providing services to other members of the Company Group in addition to the Company, and which are customary for similarly situated executives of public companies with duties similar to those assigned to Employee. Employee agrees may, without violating this Agreement, (i) as a passive investment, own less than five percent (5%) of the publicly traded securities of any entity in such form or manner as will not to require any services by Employee in the operation of the entities in which such securities are owned, provided that Employee is not a controlling person of, a member of a group that controls, such entity; (ii) engage in any activity that materially interferes charitable and civic activities or, with the performance of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance prior written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve which approval will not be unreasonably withheld, conditioned or delayed, on corporate boards for-profit company boards; or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s engage in other personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or conflict competitive with the business and affairs of the Company.Company Group. Notwithstanding the immediately preceding sentence, Employee may continue to serve on the boards of the company(ies), if any, listed on the attached Exhibit B. (b) Employee expressly represents and covenants to the Company that Employee is not the subject of or a party to any employment agreement, noncompetition non-competition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, obligation or restriction that would prohibit Employee from executing this Agreement and fully performing Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (c) Employee acknowledges and agrees that Employee owes the Company Group fiduciary duties and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes the Company Group under common law. (d) Employee acknowledges and agrees that the Company’s principal offices are currently located in Calgary, Alberta and that significant travel will be required in the course of Employee’s employment hereunder, including to Calgary, Alberta and such other locations that the Board determines to be appropriate from time to time.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s best efforts and full business time and attention to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries as may exist from time to time, will act in a manner that Employee reasonably believes is consistent with including the best interests of Company (collectively, the Company and its Affiliates direct and will perform with due care indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Company or the Company’s Chief Executive Officer from time to time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Company, the Company’s Chief Executive Officer or the Board of Managers of EPE Acquisition (the “Board”) from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee agrees may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not to require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in any activity that materially interferes charitable and civic activities; or (iii) with the performance prior written consent of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employmentBoard, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses each case of (i), (ii), (iii) and (iv) being “Permitted Activities”iii); provided, however, that such activities shall be permitted so long as such ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreementnon-competition, noncompetition covenantnon-solicitation, nondisclosure agreementnon-disclosure, restrictive covenant or any other agreement, covenant, understanding, obligation or restriction that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law. (d) Employee’s principal place of employment shall continue to be the Executive’s principal place of employment as of the Effective Date; provided that Employee may be required to travel from time to time for business purposes.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s best efforts and full business time and attention to the business businesses of Select Energy Services, Inc., a Delaware corporation and the parent of the Company (“Parent”) and its Affiliatesdirect and indirect subsidiaries as may exist from time to time, will act in a manner that Employee reasonably believes is consistent with the best interests of including the Company (collectively, Parent and its Affiliates direct and will perform with due care indirect subsidiaries are referred to as the “Company Group”) as may be requested by Parent or the Company from time to time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be reasonably assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board Company from time to time, which duties and responsibilities may include providing services to other members of Managers the Company Group in addition to the Company. Employee may, without violating this Section 2(a), (i) as a passive investment, either make or manage personal investments that are unrelated to the Business or any Business Opportunity of EPE Acquisition the Company (as defined in Sections 10(f)(i) and 10(f)(ii)) or own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior written consent of the board of directors of Parent (the “Board”) from time to time. Employee agrees not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employment), engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition covenantnon-competition, nondisclosure non-solicitation, restrictive covenant or non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company owes under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s full business time time, attention and attention best efforts to the business of the Company Parent (as defined below) and its Affiliates, will act in a manner that Employee reasonably believes is consistent with the best interests of direct and indirect subsidiaries including the Company and its Affiliates and will perform with due care Employee’s duties and responsibilities(collectively, the “Company Group”) as may be requested by the Company from time to time. Employee’s duties will shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board Company from time to time, which duties may include providing services to other members of Managers the Company Group in addition to the Company. Employee may, without violating this Agreement, (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of EPE Acquisition the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior written consent of the board of directors (the “Board”) from time of KLR Energy Acquisition Corp., a Delaware corporation that is expected to time. Employee agrees not to engage be converted into Rosehill Resources Inc. in any activity that materially interferes connection with the performance closing of Employee’s duties hereunder. Without limiting the foregoing, during transaction contemplated by the Employment Period, Employee will not hold any type Business Combination Agreement (as defined below) and parent of outside employmentthe Company (the “Parent”), engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or conflict competitive with the business and affairs of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition, non-solicitation, restrictive covenant, nondisclosure non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer (excluding any member of the Company Group) in the course of performing services for any member of the Company Group, and Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any such prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s full business time time, attention and attention best efforts to the business of Rosehill Resources Inc. (“Parent”) and its direct and indirect subsidiaries including the Company and its Affiliates(collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of “Company Group”) as may be requested by the Company and its Affiliates and will perform with due care Employee’s duties and responsibilitiesor Parent from time to time. Employee’s duties will shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board Company or Parent from time to time, which duties may include providing services to other members of Managers the Company Group in addition to the Company. Employee may, without violating this Agreement, (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of EPE Acquisition the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior written consent of the board of directors of Parent (the “Board”) from time to time. Employee agrees not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employment), engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or conflict competitive with the business and affairs of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition, non-solicitation, restrictive covenant, nondisclosure non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer (excluding any member of the Company Group) in the course of performing services for any member of the Company Group, and Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any such prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s best efforts and full business time and attention to the business businesses of the Company Parent and its Affiliatesdirect and indirect subsidiaries as may exist from time to time, will act in a manner that Employee reasonably believes is consistent with the best interests of including the Company (collectively, the Parent and its Affiliates direct and will perform with due care indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Company from time to time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board Company from time to time, which duties and responsibilities may include providing services to other members of Managers the Company Group in addition to the Company. Employee may, without violating this Section 2(a): (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of EPE Acquisition the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior written consent of the board of directors (the “Board”) from time to time. Employee agrees not to engage in any activity that materially interferes with of the performance of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employmentParent, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition covenantnon-competition, nondisclosure non-solicitation, restrictive covenant or non-disclosure agreement, or any other agreement, covenantobligation, understandingrestriction, or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Parent owes under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s full business time time, attention and attention best efforts to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of Company, the “Company Group”) as may be requested by the Company and its Affiliates and will perform with due care Employee’s duties and responsibilitiesfrom time to time. Employee’s duties will shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board Company from time to time, which duties may include providing services to other members of Managers the Company Group in addition to the Company. Employee may, without violating this Agreement, (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of EPE Acquisition the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior written consent of the board of directors of the Company (the “Board”) from time to time. Employee agrees not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employment), engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or conflict competitive with the business and affairs of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition, non-solicitation, restrictive covenant, nondisclosure non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer (excluding any member of the Company Group) in the course of performing services for any member of the Company Group, and Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any such prior employer to the premises or property (including computers and computer systems) of any member of the Company Group.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s full business time time, attention and attention best efforts to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of the Company and its Affiliates direct and will perform with due care indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Board from time to time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee agrees may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not to engage in any activity that materially interferes with require the performance of Employee’s duties hereunder. Without limiting any services by Employee in the foregoing, during the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval operation of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, entities in which such securities are owned; (ii) serve on civic, educational, religious, public interest, engage in charitable and civic activities; or charitable boards or committees, (iii) manage Employee’s engage in other personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or conflict competitive with the business and affairs of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition, non-solicitation, restrictive covenant, nondisclosure non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any such prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including duties of loyalty and disclosure), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During Employee shall, during the Employment Period, Employee shall devote substantially all of Employee’s best efforts and full business time and attention to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries as may exist from time to time (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of the Company and its Affiliates current and will perform with due care future wholly owned direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by the CEO from time to time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) CEO from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee agrees not shall report to engage in any activity that materially interferes with the performance of Employee’s duties hereunderCEO. Without limiting the foregoingEmployee may, during the Employment Periodwithout violating this Section 2(a), Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards as a passive investment, own publicly-traded securities in such form or committees (A) listed on Schedule 2(a) hereto manner as will not require any services by Employee in the operation of the entities in which such securities are owned; or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments outside activities provided (the x) such ownership interests or activities referred (including but not limited to in the immediately preceding clauses (imembership on boards of directors of for-profit organizations), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such ownership interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group; and (y) Employee gives written notice to the CEO of any significant outside business activity in which Employee plans to become involved, if such activity is pursued for profit. Notwithstanding the foregoing, Employee will not serve as a member on any Board of Directors (or similar body) of any for-profit organization without first obtaining the express written approval of the CEO. Employee has listed, in Exhibit A attached hereto, a complete list of all such entities and/or organizations that may be implicated by this Section 2, which shall be deemed approved by the CEO. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreementnon-competition, noncompetition covenantnon-solicitation, nondisclosure restrictive covenant or non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer and/or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall, subject to the terms of this Section 2(a), devote substantially all of Employee’s business best efforts and full time and attention to the business businesses of the Company GMR and its Affiliatesdirect and indirect subsidiaries as may exist from time to time (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of the Company GMR and its Affiliates direct and will perform with due care indirect subsidiaries, including the Company, are referred to as the “Company Group”) as may be necessary to discharge Employee’s duties and responsibilitiesresponsibilities hereunder. Employee’s duties will and responsibilities shall include those normally incidental that are usual and customary to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties relating to such position(s) as may be reasonably assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) CEO from time to time. Employee agrees not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge Employee may, and agree that it shall not be considered a violation of this Agreement for Employee may to, (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Boardas a passive investment, own publicly traded securities; (ii) engage in or serve on civicsuch professional, charitable, trade association, community, educational, religious, public interestcivic or similar types of organizations and activities, or charitable boards or committees, as Employee may select; (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 serve on the boards of directors or advisory committees of any entities; and (iv) engage in passive attend to Employee’s personal matters and/or Employee’s and/or his family’s personal finances, investments (the activities referred to in the immediately preceding clauses (i)and business affairs, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such service or activities described in clauses (i)-(iv) immediately preceding do not materially interfere with the Employee’s performance of Employee’s duties and responsibilities under this Agreement or conflict and are not competitive with the business and affairs Business (as defined herein) of any member of the CompanyCompany Group, and so long as such service or activities do not result in Employee’s violation of the terms of Sections 9 or 10 below. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreementnon-competition, noncompetition non-solicitation, restrictive covenant, nondisclosure agreement, non-disclosure or any other agreement, covenant, understanding, or restriction similar agreement that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee’s duties hereunder are in addition to, and not in lieu of, Employee’s fiduciary duties and other legal obligations to each member of the Company Group under applicable law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall use his best efforts and shall devote substantially all such portion of Employee’s his business time and attention to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of the Company and its Affiliates direct and will indirect subsidiaries are referred to as the “Company Group”) as shall be necessary to perform with due care Employee’s the duties and responsibilities. Employee’s responsibilities set forth on Appendix A, which duties will and responsibilities may include those normally incidental providing services to other members of the Company Group in addition to the position(s) set forth in Section 1 above of as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or by the Board of Managers of EPE Acquisition (the “Board”) from time to timeCompany. Employee agrees may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not to engage in any activity that materially interferes with require the performance of Employee’s duties hereunder. Without limiting any services by Employee in the foregoing, during the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval operation of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, entities in which such securities are owned; (ii) serve on civic, educational, religious, public interest, or engage in charitable boards or committees, and civic activities; (iii) manage Employee’s engage in other personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or conflict competitive with the business and affairs of the Company.Company Group; or (iv) engage in the activities set forth on Appendix B. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition, non-solicitation, restrictive covenant, nondisclosure non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any such prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including duties of loyalty and disclosure), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s full business time time, attention and attention best efforts to the business of the Company and and, as applicable, its Affiliates, will act in a manner that Employee reasonably believes is consistent with the best interests of subsidiaries (the Company and its Affiliates subsidiaries are collectively referred to herein as the “Company Group”).Employee may, without violating this Agreement, (i) engage in business activities associated with Vista Gathering, LLC assets; (ii) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which securities are owned; (iii) engage in charitable and will perform civic activities; or (iv) with due care Employee’s duties and responsibilities. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above prior written consent of as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or by the Board of Managers Directors of EPE Acquisition the Company (the “Board”) from time to time. Employee agrees not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employment), engage in any type of consulting other personal and passive investment activities or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards the board of directors (or committees (Aequivalent body) listed on Schedule 2(a) hereto or (B) approved by of an entity not affiliated with the BoardCompany, (ii) serve on civicin each case, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or conflict competitive with the business and affairs of the CompanyCompany Group. (b) Employee expressly represents and covenants to the Company that Employee is not the subject of or a party to any employment agreement, noncompetition non-competition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, obligation or restriction that would prohibit Employee from executing this Agreement and fully performing Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (c) Employee acknowledges and agrees that Employee owes the Company Group fiduciary duties, including duties of loyalty and disclosure, and that Employee will honor these duties throughout the Employment Period. For the avoidance of doubt, Employee expressly acknowledges and agrees that any breach of the terms of Sections 9, 10 or 11 during the Employment Period (including directly or indirectly encouraging co-workers to leave the Company’s employment or collaboration with co-workers regarding other business ventures in which the Company Group does not participate) would violate his fiduciary duties to the Company Group. The obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s full business time time, attention and attention best efforts to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of “Company Group”) as may be requested by the Company and its Affiliates and will perform with due care Employee’s duties and responsibilitiesBoard from time to time. Employee’s duties will shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) from time to time, which duties may include providing services to other members of the Company Group in addition to the Company. Employee agrees may, without violating this Agreement, (i) as a passive investment, own publicly traded securities in such form or manner as shall not to require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in any activity that materially interferes charitable and civic activities; or (iii) with the performance prior written consent of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employmentBoard, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or conflict competitive with the business and affairs of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition covenant, nondisclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s full business time time, attention and attention best efforts to the business of the Company Parent and its Affiliates, will act in a manner that Employee reasonably believes is consistent with the best interests of direct and indirect subsidiaries including the Company and its Affiliates and will perform with due care Employee’s duties and responsibilities(collectively, the “Company Group”) as may be requested by the Board from time to time. Employee’s duties will shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) from time to time, which duties may include providing services to other members of the Company Group in addition to the Company. Employee agrees may, without violating this Agreement, (i) as a passive investment, own publicly traded securities in such form or manner as will not to require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in any activity that materially interferes charitable and civic activities; or (iii) with the performance prior written consent of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employmentBoard, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or conflict competitive with the business and affairs of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition, non-solicitation, restrictive covenant, nondisclosure non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer (excluding any member of the Company Group) in the course of performing services for any member of the Company Group, and Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any such prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s best efforts and full business time and attention to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries as may exist from time to time, will act in a manner that Employee reasonably believes is consistent with including the best interests of Company (collectively, the Company and its Affiliates direct and will perform with due care indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Company or the Board from time to time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Company or the Board of Managers of EPE Acquisition (the “Board”) from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee agrees may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not to require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in any activity that materially interferes charitable and civic activities; or (iii) with the performance prior written consent of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employmentBoard, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses each case of (i), (ii), (iii) and (iv) being “Permitted Activities”iii); provided, however, that such activities shall be permitted so long as such ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreementnon-competition, noncompetition covenantnon-solicitation, nondisclosure agreementnon-disclosure, restrictive covenant or any other agreement, covenant, understanding, obligation or restriction that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law. (d) Employee’s principal place of employment shall continue to be in Pasadena, California; provided that Employee may be required to travel from time to time for business purposes.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s full business time time, attention and attention best efforts to the business businesses of the Company Roan and its Affiliatesdirect and indirect subsidiaries (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of the Company Roan and its Affiliates direct and will perform with due care Employee’s duties and responsibilitiesindirect subsidiaries, including the Company, are referred to as the “Company Group”) as may be requested by the Board from time to time. Employee’s duties will shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) from time to time, which duties may include providing services to other members of the Company Group in addition to the Company. Employee agrees may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not to engage in any activity that materially interferes with require the performance of Employee’s duties hereunder. Without limiting any services by Employee in the foregoing, during the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval operation of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, entities in which such securities are owned; (ii) serve on civic, educational, religious, public interest, engage in charitable and civic activities; or charitable boards or committees, (iii) manage Employee’s engage in other personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or conflict competitive with the business and affairs of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition covenantnon-competition, nondisclosure non-solicitation, restrictive covenant or non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any such prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s best efforts and full business time and attention to the business businesses of the Company Parent and its Affiliatesdirect and indirect subsidiaries as may exist from time to time, will act in a manner that Employee reasonably believes is consistent with the best interests of including the Company (collectively, the Parent and its Affiliates direct and will perform with due care Employee’s duties and responsibilities. Employee’s duties will include those normally incidental indirect subsidiaries are referred to as the position(s“Company Group”) set forth in Section 1 above of as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or requested by the Board of Managers of EPE Acquisition (the “Board”) Company from time to time. Employee agrees will have the duties, authorities and responsibilities set forth in the job description attached hereto as Exhibit A. Employee may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not to require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in any activity that materially interferes charitable and civic activities; or (iii) with the performance prior written consent of Employee’s duties hereunder. Without limiting the foregoingboard of directors of Hi-Crush GP LLC, during the Employment Period, Employee will not hold any type general partner of outside employmentthe Parent (the “Board”), engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of Business (as defined below); or (iv) maintain an ownership interest in the Companybusinesses set forth on Exhibit B hereto. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition covenantnon-competition, nondisclosure non-solicitation, restrictive covenant or non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of a corporation owes under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s full business time time, attention, and attention best efforts to the business businesses of the Company and its Affiliates, will act in a manner that Employee reasonably believes is consistent with the best interests of the Company and its Affiliates and will perform with due care Employee’s duties and responsibilitiesCompany. Employee’s duties will shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) from time to time. Employee agrees may, without violating this Agreement, (i) as a passive investment, own publicly-traded securities in such form or manner as will not to require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in any activity that materially interferes charitable and civic activities; (iii) with the performance prior written consent of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employmentBoard, engage in any type of consulting or otherwise render services to or for any other personpersonal and passive investment activities, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) including those listed on Schedule 2(a) hereto Exhibit A or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage serve as a member of the board of directors of the entities listed on Exhibit A, attached hereto, in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company or conflict its affiliates (collectively, the “Company Group”) or competitive with the business and affairs of any member of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition covenant, nondisclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (c) Employee owes the Company fiduciary duties, including duties of loyalty and disclosure, and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes the Company under statutory and common law. (d) Employee will be required to perform substantially all services for the Company pursuant to this Agreement either (i) at the Company’s headquarters in Bellevue, Washington, or (ii) remotely from a location of Employee’s choosing, during any period established by the Company in which the Company’s policies for senior executive officers of the Company permit work from a remote location.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall actively engage in the business and affairs of the Company (together with its direct and indirect subsidiaries, the “Company Group”) as may be requested by the Chief Executive Officer (“CEO”) of the Company from time to time, devote substantially all such amount of Employee’s business time and attention as is reasonably necessary to manage the business and affairs of the Company and its AffiliatesCompany, which amount of time will act in a manner that Employee reasonably believes is consistent with the best interests constitute substantially all of the Company and its Affiliates and will perform with due care Employee’s business time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board CEO from time to time, which duties and responsibilities may include providing services to other members of Managers the Company Group in addition to the Company. Employee may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of EPE Acquisition the entities in which such securities are owned; (ii) engage in charitable and civic activities; (iii) serve on the board of directors of Xxxxx Alcove, a nonprofit organization; and (iv) with the prior written consent of the board of directors of the Company (the “Board”) from time to time. Employee agrees not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employment), engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such engagements, ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of. or a party to to. any employment agreement, noncompetition non-competition or non-solicitation covenant, nondisclosure non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties, and the obligations described in this Agreement are in addition to. and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s best efforts and full business time and attention to the business businesses of Parent and its direct and indirect subsidiaries, including the Company (collectively, the Parent and its Affiliates, will act in a manner that Employee reasonably believes is consistent with direct and indirect subsidiaries are referred to as the best interests of “Company Group”) as may be requested by Parent or the Company and its Affiliates and will perform with due care from time to time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board Company from time to time, which duties and responsibilities may include providing services to other members of Managers the Company Group in addition to the Company. Employee may, without violating this Section 2(a), (i) as a passive investment, either make or manage personal investments that are unrelated to the Business or any Business Opportunity of EPE Acquisition the Company, as defined in Sections 10(f)(i) and 10(f)(ii) or own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior written consent of the board of directors of Parent (the “Board”) from time to time. Employee agrees not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employment), engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentsactive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition covenantnon-competition, nondisclosure non-solicitation, restrictive covenant or non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company owes under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s full business time time, attention and attention best efforts to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of “Company Group”) as may be requested by the Company and its Affiliates and will perform with due care Employee’s duties and responsibilitiesBoard from time to time. Employee’s duties will shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) from time to time, which duties may include providing services to other members of the Company Group in addition to the Company. Employee agrees may, without violating this Agreement, (i) as a passive investment, own publicly traded securities in such form or manner as shall not to require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in any activity that materially interferes charitable and civic activities; or (iii) with the performance prior written consent of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employmentBoard, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or conflict competitive with the business and affairs of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition covenant, nondisclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s best efforts and full business time and attention to the business businesses of the Company and its Affiliates, will act in a manner that Employee reasonably believes is consistent with the best interests of the Company and its Affiliates and will perform with due care Employee’s duties and responsibilities. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above of as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or by the Board of Managers of EPE Acquisition Hi-Crush Inc. (the “BoardParent”) and its direct and indirect subsidiaries as may exist from time to time, including the Company (collectively, the Parent and its direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Company from time to time. Employee agrees may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not to require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in any activity that materially interferes charitable and civic activities; or (iii) with the performance prior written consent of Employee’s duties hereunder. Without limiting the foregoing, during board of directors of the Employment Period, Employee will not hold any type of outside employmentParent (the “Board”), engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of the CompanyBusiness (as defined below). (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition covenantnon-competition, nondisclosure non-solicitation, restrictive covenant or non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of a corporation owes under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall: (i) devote substantially all of Employee’s business time and attention to the business of the Company and its AffiliatesAffiliates (as defined below) (collectively, the “Company Group”, which term shall include, for the avoidance of doubt, any subsidiaries or other entities that become Affiliates of the Company from and after the date hereof), as applicable, (ii) will act in a manner that Employee reasonably believes is consistent with the best interests of the Company Group and its Affiliates and (iii) will perform with due care Employee’s duties and responsibilities. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above position of Chief Operating Officer, as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board Chief Executive Officer or the board of Managers directors of EPE Acquisition USA Compression GP, LLC (the “Board”) from time ), which duties may include, without limitation, providing services to timemembers of the Company Group in addition to the Company. Employee agrees to cooperate fully with the Board and not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during During the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity person or business concern without the advance written approval consent of the Board. Notwithstanding ; provided, that the foregoingforegoing shall not preclude Employee from managing private investments, participating in industry and/or trade groups, engaging in volunteer civic, charitable or religious activities, serving on boards of directors of charitable not-for-profit entities or, with the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by consent of the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity which consent is not expressly prohibited by Section 10 and (iv) engage to be unreasonably withheld, serving on the board of directors of other entities, in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so each case as long as such activities activities, individually or in the aggregate, do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement or conflict with the business and affairs of Employee’s responsibilities to the Company. (b) Employee expressly represents and covenants to the Company that Employee is not the subject of or a party to any employment agreement, noncompetition non-competition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Employee from executing this Agreement or the Amended and Restated Limited Liability Company Agreement of USA Compression Holdings, LLC, dated as of December 23, 2010 (as amended, the “Operating Agreement”) and fully performing Employee’s duties and responsibilities hereunder or thereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (c) Employee acknowledges and agrees that Employee owes the Company Group a duty of loyalty as a fiduciary of the Company Group, and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes the Company Group under the common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s full business time time, attention and attention best efforts to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests “Company Group”) as may be requested by the President of the Company and its Affiliates and will perform with due care Employee’s duties and responsibilitiesfrom time to time. Employee’s duties will shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to EmployeeEmployee by the President of the Company from time to time, which duties may include providing services to other members of the Company Group in addition to the Company. Employee will be expected to relocate to the Dallas-Ft. Worth metropolitan area but, until August 15, 2019, Employee will be permitted to commute from his residence in Calgary, Canada, with Employeethe understanding that he will regularly work from the Company’s consentAddison, Texas office. (b) Employee may, without violating this Agreement: (i) as a passive investment, own publicly traded securities in such form or manner as shall not require any services by any senior officers or by Employee in the Board operation of Managers the entities in which such securities are owned; (ii) engage in charitable and civic activities, including participation in professional groups and associations; (iii) serve on other company boards with the prior approval of EPE Acquisition the board of directors of the Company (the “Board”); or (iv) from time to time. Employee agrees not to engage in any activity that materially interferes with the performance prior written consent of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employmentBoard, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or conflict competitive with the business of the Company Group. The Company acknowledges that Employee is currently a member of the Board of the Ombudsman for Banking and affairs Investment Services, and the Company agrees that Employee may continue in such role while employed hereunder, provided that Employee’s service in such role does not materially interfere with his duties hereunder or create a conflict of interest with the Company. (bc) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition covenant, nondisclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (d) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and non-disclosure and (ii) such fiduciary duties that an officer of the Company has under applicable law), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory or common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s full business time time, attention and attention best efforts to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of the Company and its Affiliates direct and will perform with due care Employee’s duties indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Board from time to time. Employee acknowledges that Employee has been appointed to the Board and, for so long as Employee serves on the Board and responsibilitiesremains employed hereunder, Employee shall not receive any additional compensation for such Board service. Employee’s duties will shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) from time to time, which duties may include providing services to other members of the Company Group in addition to the Company. Employee agrees may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not to engage in any activity that materially interferes with require the performance of Employee’s duties hereunder. Without limiting any services by Employee in the foregoing, during operation of the Employment Period, Employee will not hold any type entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior written consent of outside employmentthe Board, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or conflict competitive with the business and affairs of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition, non-solicitation, restrictive covenant, nondisclosure non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any such prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall: (i) devote substantially all of Employee’s business time and attention to the business of the Company and its AffiliatesAffiliates (as defined below) (collectively, the “Company Group”, which term shall include, for the avoidance of doubt, any subsidiaries or other entities that become Affiliates of the Company from and after the date hereof), as applicable, (ii) will act in a manner that Employee reasonably believes is consistent with the best interests of the Company Group and its Affiliates and (iii) will perform with due care Employee’s duties and responsibilities. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above position of a Vice President of Human Resources, as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board Chief Executive Officer or the board of Managers directors of EPE Acquisition USA Compression GP, LLC (the “Board”) from time ), which duties may include, without limitation, providing services to timemembers of the Company Group in addition to the Company. Employee agrees to cooperate fully with the Board and not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during During the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity person or business concern without the advance written approval consent of the Board. Notwithstanding ; provided, that the foregoingforegoing shall not preclude Employee from managing private investments, participating in industry and/or trade groups, engaging in volunteer civic, charitable or religious activities, serving on boards of directors of charitable not-for-profit entities or, with the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by consent of the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity which consent is not expressly prohibited by Section 10 and (iv) engage to be unreasonably withheld, serving on the board of directors of other entities, in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so each case as long as such activities activities, individually or in the aggregate, do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement or conflict with the business and affairs of Employee's responsibilities to the Company. (b) Employee expressly represents and covenants to the Company that Employee is not the subject of or a party to any employment agreement, noncompetition non-competition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Employee from executing this Agreement and fully performing Employee’s 's duties and responsibilities hereunder or thereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (c) Employee acknowledges and agrees that Employee owes the Company Group a duty of loyalty as a fiduciary of the Company Group, and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes the Company Group under the common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall: (i) devote substantially all of Employee’s business time and attention to the business of the Company and its AffiliatesAffiliates (as defined below) (collectively, the “Company Group”, which term shall include, for the avoidance of doubt, any subsidiaries or other entities that become Affiliates of the Company from and after the date hereof), as applicable, (ii) will act in a manner that Employee reasonably believes is consistent with the best interests of the Company Group and its Affiliates and (iii) will perform with due care Employee’s duties and responsibilities. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above position of Chief Operating Officer, as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board Chief Executive Officer or the board of Managers directors of EPE Acquisition USA Compression GP, LLC (the “Board”) from time ), which duties may include, without limitation, providing services to timemembers of the Company Group in addition to the Company. Employee agrees to cooperate fully with the Board and not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during During the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity person or business concern without the advance written approval consent of the Board. Notwithstanding ; provided, that the foregoingforegoing shall not preclude Employee from managing private investments, participating in industry and/or trade groups, engaging in volunteer civic, charitable or religious activities, serving on boards of directors of charitable not‑for‑profit entities or, with the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by consent of the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity which consent is not expressly prohibited by Section 10 and (iv) engage to be unreasonably withheld, serving on the board of directors of other entities, in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so each case as long as such activities do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement activities, individually or conflict with the business and affairs of the Company.in the (b) Employee expressly represents and covenants to the Company that Employee is not the subject of or a party to any employment agreement, noncompetition non‑competition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Employee from executing this Agreement or the Amended and Restated Limited Liability Company Agreement of USA Compression Holdings, LLC, dated as of December 23, 2010 (as amended, the “Operating Agreement”) and fully performing Employee’s duties and responsibilities hereunder or thereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (c) Employee acknowledges and agrees that Employee owes the Company Group a duty of loyalty as a fiduciary of the Company Group, and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes the Company Group under the common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall actively engage in the business and affairs of the Company (together with its direct and indirect subsidiaries, the “Company Group”) as may be requested by the Chief Executive Officer (“CEO”) of the Company from time to time, devote substantially all such amount of Employee’s business time and attention as is reasonably necessary to manage the business and affairs of the Company and its AffiliatesCompany, which amount of time will act in a manner that Employee reasonably believes is consistent with the best interests constitute substantially all of the Company and its Affiliates and will perform with due care Employee’s business time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board CEO from time to time, which duties and responsibilities may include providing services to other members of Managers the Company Group in addition to the Company. Employee may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities or privately-held funds or investments in such form or manner as will not require any services by Employee in the operation of EPE Acquisition the entities in which such securities are owned; (ii) engage in charitable and civic activities; and (iii) with the prior written consent of the board of directors of the Company (the “Board”) from time to time. Employee agrees not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employment), engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each ease, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such engagements, ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition or non-solicitation covenant, nondisclosure non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties, and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall actively engage in the business and affairs of the Company (together with its direct and indirect subsidiaries, the “Company Group”) as may be requested by the Chief Executive Officer (“CEO”) of the Company from time to time, devote substantially all such amount of Employee’s business time and attention as is reasonably necessary to manage the business and affairs of the Company and its AffiliatesCompany, which amount of time will act in a manner that Employee reasonably believes is consistent with the best interests constitute substantially all of the Company and its Affiliates and will perform with due care Employee’s business time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board CEO from time to time, which duties and responsibilities may include providing services to other members of Managers the Company Group in addition to the Company. Employee may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of EPE Acquisition the entities in which such securities are owned; (ii) engage in charitable and civic activities; and (iii) with the prior written consent of the board of directors of the Company (the “Board”) from time to time. Employee agrees not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employment), engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such engagements, ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition or non-solicitation covenant, nondisclosure non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder (a “Pre-Existing Agreement”), or to the extent Employee is the subject of, or a party to, a Pre-Existing Agreement, Employee has secured, from each applicable party to such Pre-Existing Agreement a waiver of the provisions of such Pre-Existing Agreement that would otherwise violate this Section 2(b). Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties, and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s business time and attention to be employed in the business of the Company and its Affiliates, will act in a manner that Employee reasonably believes is his duties and responsibilities shall be consistent with the best interests of duties performed and responsibilities undertaken by Employee pursuant to the Company Prior Employment Agreement and its Affiliates and will perform shall be commensurate with due care Employee’s those duties and responsibilities. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above responsibilities of as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or by a Chairman of the Board of Managers of EPE Acquisition (a company engaged in the “Board”) from time to timebusiness engaged in by the Company. Employee agrees not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during the Employment PeriodAs such, Employee will not hold any type shall have primary responsibility for the following strategic and financing activities: mergers and acquisitions, capital raising activities, exploring and sourcing new and related technologies, enhancing stockholder value through continued and growing participation by United States and international institutional investors, and sourcing of outside employment, engage in any type of consulting or otherwise render services executive personnel. Employee's duties and responsibilities shall be subject only to or for any other person, entity or business concern without the advance written approval direction and authority of the BoardBoard of Directors of the Company. In the event that the Company shall hereafter form a subsidiary, unless Employee expressly consents to the contrary, Employee shall hold the office of Chairman of the Board of any subsidiary that is wholly owned by the Company; and in all other cases (i.e., a non-wholly owned subsidiary) the Company shall vote all of its interests in such subsidiary in favor of electing Employee as Chairman of the Board of such subsidiary. Notwithstanding the foregoing, the parties acknowledge it is expressly agreed that until a permanent chief executive officer is identified and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved hired by the BoardCompany's subsidiary, Tamarack Storage Devices, Inc. (ii) serve on civic"Tamarack"), educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage the Company shall vote all of its interests in passive investments (Tamarack in favor of Employee serving as the activities referred to acting chief executive officer of Tamarack. Employee shall maintain a residence in the immediately preceding clauses New York metropolitan area (i)which, (ii)for purposes of this Agreement, (iiishall be defined as an area within a 50 mile radius of the Company's present executive offices) and (iv) being “Permitted Activities”)shall be available to travel, which the Company acknowledges may be extensive, as the reasonable needs of the business of the Company require; provided, however, that such activities shall be permitted so long as such activities do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement 's residing in Santa Fe, New Mexico, or conflict with the business and affairs otherwise outside of the Companyaforesaid 50 mile radius shall not constitute a breach of the provisions of this Section 2. (b) Employee expressly represents and covenants to the Company that Employee is not subject or a party to any employment agreement, noncompetition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Employee from executing this Agreement and fully performing Employee’s duties and responsibilities hereunder.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s necessary business time time, ability and attention to the business businesses of the Company, Holdings and their respective direct and indirect subsidiaries (collectively, the Company, Holdings and their respective direct and indirect subsidiaries are referred to as the “Company and its AffiliatesGroup”), will act in a manner that Employee reasonably believes is consistent with the best interests of as may be requested by the Company and its Affiliates and will perform with due care or Holdings from time to time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to EmployeeEmployee by the Company Group from time to time and consistent with his role a Chief Executive Officer of the Company and Holdings. Employee may, with Employee’s consentwithout violating this Section 2(a), (i) own as a passive investment, publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; (iii) may serve on any senior officers boards of directors or boards of advisors identified to the Company and listed in Exhibit B, or approved in advance by the Board of Managers of EPE Acquisition (the “Board”which consent will not be unreasonably withheld, conditioned or delayed) from time to time. Employee agrees not to engage in any activity that materially interferes or (iv) with the performance prior written consent of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employmentBoard, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition, non-solicitation, restrictive covenant, nondisclosure non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any such prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties applicable to officers of Holdings), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s best efforts and full business time and attention (except for permitted paid time off in accordance with Section 6(b) and periods of illness in accordance with the applicable Company policies) to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries as may exist from time to time (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of “Company Group”) as may be requested by the Company and its Affiliates and will perform with due care from time to time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board Company from time to time, which duties and responsibilities may include providing services to other members of Managers the Company Group in addition to the Company. Employee may, without it being considered a violation of EPE Acquisition this Section 0: (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) in or serve such additional professional, civic, trade association, charitable, community, religious or similar types of organizations or speaking engagements as Employee may select; (iii) continue to serve on the boards of directors or similar body of, or as an advisor to, the public and private for-profit businesses and enterprises that are set forth in Schedule 1, attached hereto, or any professional, civic, trade association, charitable, community, religious or other types of organization, in each such case, on which he is serving on the Effective Date or (iv) with the prior written consent of the board of directors of the Company (the “Board”) from time to time. Employee agrees not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employment), engage in any type other personal and passive investment activities, or serve, with the consent of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval Chairman of the Compensation Committee of the Board. Notwithstanding , on the foregoingboard of directors, the parties acknowledge and agree that Employee may (i) serve on corporate boards advisory committee or committees (A) listed on similar body of other public or private for-profit businesses or enterprises, in addition to those set forth in Schedule 2(a) hereto or (B) approved by the Board1, (ii) serve on civic, educational, religious, public interestattached hereto, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to other business activities, in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the Company Group in (i) through (iii) do not significantly interfere with the performance of Employee’s responsibilities as President, Data Analytics. Employee’s principal place of employment shall be the Company’s Houston, Texas office, subject to reasonable business travel from time to time. (ba) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreementemployment, noncompetition covenantnon-competition, nondisclosure non-solicitation, restrictive covenant or non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (b) Employee owes each member of the Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company has under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall: (i) devote substantially all of Employee’s business time and attention to the business of the Company and its AffiliatesAffiliates (as defined below) (collectively, the “Company Group”, which term shall include, for the avoidance of doubt, any subsidiaries or other entities that become Affiliates of the Company from and after the date hereof), as applicable, (ii) will act in a manner that Employee reasonably believes is consistent with the best interests of the Company Group and its Affiliates and (iii) will perform with due care Employee’s duties and responsibilities. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above position of Chief Financial Officer, as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board Chief Executive Officer or the Board, which duties may include, without limitation, providing services to members of Managers of EPE Acquisition (the “Board”) from time Company Group in addition to timethe Company. Employee agrees to cooperate fully with the Board and not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during During the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity person or business concern without the advance written approval consent of the Board. Notwithstanding ; provided that the foregoingforegoing shall not preclude Employee from managing private investments, participating in industry and/or trade groups, engaging in volunteer civic, charitable or religious activities, serving on boards of directors of charitable not-for-profit entities or, with the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by consent of the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity which consent is not expressly prohibited by Section 10 and (iv) engage to be unreasonably withheld, serving on board of directors of other entities, in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so each case as long as such activities activities, individually or in the aggregate, do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement or conflict with the business and affairs of Employee’s responsibilities to the Company. (b) Employee expressly represents and covenants to the Company that Employee is not the subject of or a party to any employment agreement, noncompetition non-competition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Employee from executing this Agreement or the Amended and Restated Limited Liability Company Agreement of USA Compression Holdings, LLC, to be dated as of the date hereof, by and among R/C IV USACP Holdings, L.P., Aladdin Partners, L.P., Xxxx Equipment Co., Xxxx X. Xxxx, Xxxxxx X. Xxxx, Xx., Xxxxx X. Xxxxx, Xxxxxx X. Xxxxx, Xxxxxx Xxxxxxxx, and the other members and parties thereto (the “Operating Agreement”) and fully performing Employee’s duties and responsibilities hereunder or thereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (c) Employee acknowledges and agrees that Employee owes the Company Group a duty of loyalty as a fiduciary of the Company Group, and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes the Company Group under the common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s best efforts and full business time and attention to the business businesses of the Company, the Parent, and their direct and indirect subsidiaries as may exist from time to time, (collectively, the Parent, the Company, and their direct and indirect subsidiaries are referred to as the “Company and its Affiliates, will act in a manner that Employee reasonably believes is consistent with the best interests of Group”) as may be requested by the Company and its Affiliates and will perform with due care or the Parent’s Chief Executive Officer from time to time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Company, the Parent’s Chief Executive Officer or the Board of Managers of EPE Acquisition (the “Board”) from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee agrees may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not to require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in any activity that materially interferes charitable and civic activities; or (iii) with the performance prior written consent of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employmentBoard, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses each case of (i), (ii), (iii) and (iv) being “Permitted Activities”iii); provided, however, that such activities shall be permitted so long as such ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreementnon-competition, noncompetition covenantnon-solicitation, nondisclosure agreementnon-disclosure, restrictive covenant or any other agreement, covenant, understanding, obligation or restriction that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of any member of the Company Group would have if the member of the Company Group were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law. (d) Employee’s principal place of employment shall continue to be the Executive’s principal place of employment as of the Effective Date; provided that Employee may be required to travel from time to time for business purposes.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s full business time time, attention and attention best efforts to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of “Company Group”) as may be requested by the Company and its Affiliates and will perform with due care Employee’s duties and responsibilitiesBoard from time to time. Employee’s duties will shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) from time to time, which duties may include providing services to other members of the Company Group in addition to the Company. Employee agrees may, without violating this Agreement, (i) as a passive investment, own publicly traded securities in such form or manner as shall not to require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in any activity that materially interferes charitable and civic activities, including participation in professional groups and associations; (iii) serve on other company boards with the performance of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written prior approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto ; or (Biv) approved by with the prior written consent of the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s engage in other personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or conflict competitive with the business and affairs of the Company.Company Group. Entry into this Agreement constitutes Board approval of Employee’s role as chairman of the board of directors of, and his majority ownership interest in, the following privately held companies: (i) East Teak International, Inc., and (ii) Liquid Motors, Inc. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition covenant, nondisclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and non-disclosure and (ii) such fiduciary duties that an officer of the Company has under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory or common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s his business time time, attention and attention best efforts to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of “Company Group”) as may be requested by the Company and its Affiliates and will perform with due care Employee’s duties and responsibilitiesBoard or the from time to time. Employee’s duties will shall include those normally incidental to the position(s) set forth position identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) from time to time, which duties may include providing services to other members of the Company Group in addition to the Company. Employee agrees not shall have his office at the Company’s Addison, Texas office but shall also be able to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoingwork from remote locations through electronic communication means. (b) Employee may, during the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may violating this Agreement: (i) serve on corporate boards as a passive investment, own publicly traded securities in such form or committees (A) listed on Schedule 2(a) hereto or (B) approved manner as shall not require any services by Employee, in his capacity as an employee, in the Board, operation of the entities in which such securities are owned; (ii) serve on civicengage in charitable and civic activities, educational, religious, public interest, including participation in professional groups and associations; or charitable boards or committees, (iii) manage Employee’s engage in other personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or conflict competitive with the business and affairs of the Company Group. The parties agree that the Employee may serve as a director on one other public company board and may receive restricted stock for that service; provided that (A) such company is not a competitor or anticipated competitor of the Company Group and (B) specific approval for said service is obtained from the Company’s General Counsel. (bc) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition covenant, nondisclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (d) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and non-disclosure and (ii) such fiduciary duties that an officer of the Company has under applicable law), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory or common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s best efforts and full business time and attention (except for permitted paid time off in accordance with Section 6(b) and periods of illness in accordance with the applicable Company policies) to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries as may exist from time to time (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of “Company Group”) as may be requested by the Company and its Affiliates and will perform with due care from time to time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) Company from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee agrees may, without it being considered a violation of this Section 2(a): (i) as a passive investment, own publicly traded securities in such form or manner as will not to require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in any activity that materially interferes charitable, professional, trade association, community, religious, and civic activities; (iii) attend to Employee’s personal matters and finances; or (iv) with the performance prior written consent of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employmentBoard, engage in any type of consulting other personal and passive investment activities or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Boarda board, (ii) serve on civicin each case, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the Company Group. Employee’s principal place of employment shall be the Company’s Houston, Texas office, subject to reasonable business travel from time to time. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreementemployment, noncompetition covenantnon-competition, nondisclosure non-solicitation, restrictive covenant or non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company has under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall actively engage in the business and affairs of the Company (together with its direct and indirect subsidiaries, the “Company Group”) as may be requested by the Board or the CEO from time to time, devote substantially all such amount of Employee’s business time and attention as is reasonably necessary to manage the business and affairs of the Company, which amount of time will constitute substantially all of Employee’s business time. The Company and its Affiliatesagrees that Employee’s primary work location shall be in San Diego, will act in a manner that Employee reasonably believes is consistent with the best interests of the Company and its Affiliates and will perform with due care California. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (or the “Board”) CEO from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee agrees may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not to require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in any activity that materially interferes charitable and civic activities; (iii) continue to serve on advisory boards and, with the performance of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance prior written approval consent of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 board of directors of one for-profit corporation; and (iv) with the prior written consent of the Board, engage in other personal and passive investments investment activities (collectively, the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such engagements, ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition or non-solicitation covenant, nondisclosure non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s best efforts and business time and attention to the business businesses of the Company Parent and its Affiliatesdirect and indirect subsidiaries as may exist from time to time, will act in a manner that Employee reasonably believes is consistent with the best interests of including the Company (collectively, the Parent and its Affiliates direct and will perform with due care indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Company or the Board from time to time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Company or the Board of Managers of EPE Acquisition (the “Board”) from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee agrees not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoingmay, during the Employment Period, Employee will not hold any type of outside employmentwithout violating this Section 2(a), engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreementnon-competition, noncompetition covenantnon-solicitation, nondisclosure agreementnon-disclosure, restrictive covenant or any other agreement, covenant, understanding, obligation or restriction that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall: (i) devote substantially all of Employee’s business time and attention to the business of the Company and its AffiliatesAffiliates (as defined below) (collectively, the “Company Group”, which term shall include, for the avoidance of doubt, any subsidiaries or other entities that become Affiliates of the Company from and after the date hereof), as applicable, (ii) will act in a manner that Employee reasonably believes is consistent with the best interests of the Company Group and its Affiliates and (iii) will perform with due care Employee’s duties and responsibilities. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above positions of Vice President and General Manager Central Region, as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board Chief Executive Officer or the Board, which duties may include, without limitation, providing services to members of Managers of EPE Acquisition (the “Board”) from time Company Group in addition to timethe Company. Employee agrees to cooperate fully with the Board and not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during During the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity person or business concern without the advance written approval consent of the Board. Notwithstanding ; provided that the foregoingforegoing shall not preclude Employee from managing private investments, participating in industry and/or trade groups, engaging in volunteer civic, charitable or religious activities, serving on boards of directors of charitable not-for-profit entities or, with the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by consent of the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity which consent is not expressly prohibited by Section 10 and (iv) engage to be unreasonably withheld, serving on board of directors of other entities, in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so each case as long as such activities activities, individually or in the aggregate, do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement or conflict with the business and affairs of Employee’s responsibilities to the Company. (b) Employee expressly represents and covenants to the Company that Employee is not the subject of or a party to any employment agreement, noncompetition non-competition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Employee from executing this Agreement or the Amended and Restated Limited Liability Company Agreement of USA Compression Holdings, LLC, to be dated as of the date hereof, by and among R/C IV USACP Holdings, L.P., Aladdin Partners, L.P., Xxxx Equipment Co., Xxxx X. Xxxx, Xxxxxx X. Xxxx, Xx., Xxxxx X. Xxxxx, Xxxxxx X. Xxxxx, Xxxxxx Xxxxxxxx, and the other members and parties thereto (the “Operating Agreement”) and fully performing Employee’s duties and responsibilities hereunder or thereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (c) Employee acknowledges and agrees that Employee owes the Company Group a duty of loyalty as a fiduciary of the Company Group, and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes the Company Group under the common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all hold the title of Employee’s business Executive Vice President and shall provide services to GP Natural Resource Partners LLC, Natural Resource Partners L.P., and any of their direct and indirect subsidiaries, as may exist from time and attention to time (collectively, the business of the Company and its Affiliates, will act in a manner that Employee reasonably believes is consistent with the best interests of the Company and its Affiliates and will perform with due care Employee’s duties and responsibilities“NRP Group”). Employee’s duties will shall include those normally incidental consultation and advice with respect to the position(s) set forth in Section 1 above of transition services and continued assistance with certain legal matters, as well as whatever such additional duties may to be assigned to Employee, with Employee’s consent, Employee by any senior officers or by the Board of Managers of EPE Acquisition (the “Board”) GP Natural Resource Partners LLC from time to time. In no event shall Employee agrees not be deemed to engage in be an agent or officer of the Company or any activity that materially interferes with member of the performance of Employee’s duties hereunder. Without limiting the foregoingNRP Group or to have any power to bind, during the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting commit or otherwise render services to or for any other person, entity or business concern without the advance written approval act on behalf of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards Company or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such activities do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement or conflict with the business and affairs any member of the CompanyNRP Group. (b) It is intended by the Parties that the level of services to be performed by the Employee expressly during the Employment Period will exceed a level equal to 20% of the average level of services performed by Employee with the NRP Group during the 36-month period immediately preceding the Effective Date. (c) Employee hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition covenantnon-competition or non-solicitation agreement, nondisclosure non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (d) Notwithstanding the foregoing, nothing herein shall influence or otherwise affect Employee’s testimony, participation, or assistance in any legal inquiry, process, action, or proceeding involving any member of the Company Group (as defined below). Likewise, neither this Agreement nor any payment under Sections 3 or 6 shall be conditioned on or affected by (i) Employee’s testifying, participating, or assisting in any legal inquiry, process, action, or proceeding involving any member of the Company Group affiliates or (ii) the substance of Employee’s testimony, participation, or assistance in any legal inquiry, process, action, or proceeding involving any member of the Company Group.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s best efforts and full business time and attention to the business businesses of Parent and its direct and indirect subsidiaries, including the Company (collectively, the Parent and its Affiliates, will act in a manner that Employee reasonably believes is consistent with direct and indirect subsidiaries are referred to as the best interests of “Company Group”) as may be requested by Parent or the Company and its Affiliates and will perform with due care from time to time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of ‎1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board Company from time to time, which duties and responsibilities may include providing services to other members of Managers the Company Group in addition to the Company. Employee may, without violating this Section ‎2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of EPE Acquisition the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior written consent of the board of directors of Parent (the “Board”) from time to time. Employee agrees not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employment), engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition covenantnon-competition, nondisclosure non-solicitation, restrictive covenant or non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing Employee’s US 6049616 (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and responsibilities hereunderdisclosure and (ii) such fiduciary duties that an officer of the Company owes under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall: (i) devote substantially all of Employee’s 's business time and attention to the business of the Company and its AffiliatesAffiliates (as defined below) (collectively, the "Company Group", which term shall include, for the avoidance of doubt, any subsidiaries or other entities that become Affiliates of the Company from and after the date hereof), as applicable, (ii) will act in a manner that Employee reasonably believes is consistent with the best interests of the Company Group and its Affiliates and (iii) will perform with due care Employee’s 's duties and responsibilities. Employee’s 's duties will include those normally incidental to the position(s) set forth in Section 1 above position of a General Counsel, as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board Chief Executive Officer or the board of Managers directors of EPE Acquisition USA Compression GP, LLC (the “"Board”) from time "), which duties may include, without limitation, providing services to timemembers of the Company Group in addition to the Company. Employee agrees to cooperate fully with the Board and not to engage in any activity that materially interferes with the performance of Employee’s 's duties hereunder. Without limiting the foregoing, during During the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity person or business concern without the advance written approval consent of the Board. Notwithstanding ; provided, that the foregoingforegoing shall not preclude Employee from managing private investments, participating in industry and/or trade groups, engaging in volunteer civic, charitable or religious activities, serving on boards of directors of charitable not-for-profit entities or, with the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by consent of the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity which consent is not expressly prohibited by Section 10 and (iv) engage to be unreasonably withheld, serving on the board of directors of other entities, in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so each case as long as such activities activities, individually or in the aggregate, do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement or conflict with the business and affairs of Employee's responsibilities to the Company. (b) Employee expressly represents and covenants to the Company that Employee is not the subject of or a party to any employment agreement, noncompetition non-competition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Employee from executing this Agreement and fully performing Employee’s 's duties and responsibilities hereunder or thereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (c) Employee acknowledges and agrees that Employee owes the Company Group a duty of loyalty as a fiduciary of the Company Group, and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes the Company Group under the common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s best efforts and full business time and attention to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries as may exist from time to time, will act in a manner that Employee reasonably believes is consistent with including the best interests of Company (collectively, the Company and its Affiliates direct and will perform with due care indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Company or the Company’s Chief Executive Officer from time to time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of ‎1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Company, the Company’s Chief Executive Officer or the Board of Managers of EPE Acquisition (the “Board”) from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee agrees may, without violating this Section ‎2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not to require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in any activity that materially interferes charitable and civic activities; or (iii) with the performance prior written consent of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employmentBoard, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses each case of (i), (ii), (iii) and (iv) being “Permitted Activities”iii); provided, however, that such activities shall be permitted so long as such ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreementnon-competition, noncompetition covenantnon-solicitation, nondisclosure agreementnon-disclosure, restrictive covenant or any other agreement, covenant, understanding, obligation or restriction that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law. (d) Employee’s principal place of employment shall continue to be the Executive’s principal place of employment as of the Effective Date; provided that Employee may be required to travel from time to time for business purposes.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s full business time time, attention and attention best efforts to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of Company, the “Company and its Affiliates and will perform with due care Employee’s duties and responsibilitiesGroup”) as may be requested by the Board from time to time. Employee’s duties will shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) from time to time, which duties may include providing services to other members of the Company Group in addition to the Company. Employee agrees may, without violating this Agreement, (i) as a passive investment, own publicly traded securities in such form or manner as will not to require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in any activity that materially interferes charitable and civic activities; or (iii) with the performance prior written consent of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employmentBoard, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or conflict competitive with the business and affairs of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition, non-solicitation, restrictive covenant, nondisclosure non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer (excluding any member of the Company Group) in the course of performing services for any member of the Company Group, and Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any such prior employer to the premises or property (including computers and computer systems) of any member of the Company Group.

Duties and Responsibilities of Employee. (a) During Employee shall, during the Employment Period, Employee shall devote substantially all of Employee’s best efforts and full business time and attention to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries as may exist from time to time (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of the Company and its Affiliates current and will perform with due care future wholly owned direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by the CEO from time to time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) CEO from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee agrees not shall report to engage in any activity that materially interferes with the performance of Employee’s duties hereunderCEO. Without limiting the foregoingEmployee may, during the Employment Periodwithout violating this Section 2(a), Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards as a passive investment, own publicly-traded securities in such form or committees (A) listed on Schedule 2(a) hereto manner as will not require any services by Employee in the operation of the entities in which such securities are owned; or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments outside activities provided (the x) such activities referred (including but not limited to in the immediately preceding clauses (imembership on boards of directors of for-profit organizations), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such ownership interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group; and (y) Employee gives written notice to the CEO of any significant outside business activity in which Employee plans to become involved, if such activity is pursued for profit. Notwithstanding the foregoing, Employee will not serve as a member on any Board of Directors (or similar body) of any for-profit organization without first obtaining the express written approval of the CEO. Employee has listed, in Exhibit A attached hereto, a complete list of all such entities and/or organizations that may be implicated by this Section 2, which shall be deemed approved by the CEO. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreementnon-competition, noncompetition covenantnon-solicitation, nondisclosure restrictive covenant or non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s business time and Employee’s full attention and best efforts to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of the Company and its Affiliates direct and will perform with due care Employee’s duties indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Board from time to time. Employee acknowledges that Employee has been appointed to the Board and, for so long as Employee serves on the Board and responsibilitiesremains employed hereunder, Employee shall not receive any additional compensation for such Board service. Employee’s duties will shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) from time to time, which duties may include providing services to other members of the Company Group in addition to the Company. Employee agrees may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not to engage in any activity that materially interferes with require the performance of Employee’s duties hereunder. Without limiting any services by Employee in the foregoing, during operation of the Employment Period, Employee will not hold any type of outside employment, entities in which such securities are owned; (ii) engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without charitable and civic activities; (iii) with the advance prior written approval consent of the Board. Notwithstanding , which shall not be unreasonably withheld, serve on external boards (with the foregoing, the parties acknowledge and agree exception that Employee may (i) continue to serve on corporate boards the board of directors on which he serves immediately prior to the Effective Date as set forth on Exhibit A); or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in other personal and passive investments (the activities referred to investment activities, in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities in the foregoing clauses (i) through (iv) do not materially interfere interfere, individually or in the aggregate, with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or conflict with the business and affairs of the Companyinvolve a Competing Business. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition, non-solicitation, restrictive covenant, nondisclosure non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any such prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group such fiduciary duties as an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware, and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) i. During the Employment Period, Employee shall devote substantially all of Employee’s best efforts and full business time and attention (except for permitted paid time off in accordance with Section 6(b) and periods of illness in accordance with the applicable Company policies) to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries as may exist from time to time (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of “Company Group”) as may be requested by the Company and its Affiliates and will perform with due care from time to time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) Company from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee agrees may, without it being considered a violation of this Section 2(a): (i) as a passive investment, own publicly traded securities in such form or manner as will not to require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in any activity that materially interferes charitable, professional, trade association, community, religious, and civic activities; (iii) attend to Employee’s personal matters and finances; or (iv) with the performance prior written consent of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employmentBoard, engage in any type of consulting other personal and passive investment activities or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Boarda board, (ii) serve on civicin each case, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the Company Group. Employee’s principal place of employment shall be the Company’s Houston, Texas office, subject to reasonable business travel from time to time. (b) ii. Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreementemployment, noncompetition covenantnon-competition, nondisclosure non-solicitation, restrictive covenant or non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. iii. Employee owes each member of the Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company has under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall actively engage in the business and affairs of the Company (together with its direct and indirect subsidiaries, the “Company Group”) as may be requested by the Board from time to time, devote substantially all such amount of Employee’s business time and attention as is reasonably necessary to manage the business and affairs of the Company and its AffiliatesCompany, which amount of time will act in a manner that Employee reasonably believes is consistent with the best interests constitute substantially all of the Company and its Affiliates and will perform with due care Employee’s business time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee agrees may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not to require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in any activity that materially interferes charitable and civic activities; (iii) with the performance prior written consent of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employmentBoard, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 passive investment activities; and (iv) engage in passive investments with the prior written consent of the Board, serve on the board of directors of up to two for-profit corporations (collectively, the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such engagements, ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition or non-solicitation covenant, nondisclosure non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s full business time time, attention and attention best efforts to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of “Company Group”) as may be requested by the Company and Board or its Affiliates and will perform with due care Employeedesignee or the CEO or the CEO’s duties and responsibilitiesdesignees from time to time. Employee’s duties will shall include those normally incidental to the position(s) set forth position identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, Employee by any senior officers the Board or its designee or by the Board CEO or the CEO’s designees from time to time, which duties may include providing services to other members of Managers the Company Group in addition to the Company. (a) Employee may, without violating this Agreement: (i) as a passive investment, own interest in a private company and/or own publicly traded securities in such form or manner as shall not require any services by Employee in the operation of EPE Acquisition such entities in which such interests or securities are owned; (ii) engage in charitable and civic activities, including participation in professional groups and associations; (iii) serve on up to two other company board with the prior approval of the board of directors of the Company or its designee (the “Board”) from time to time. Employee agrees not to engage in any activity that materially interferes and the CEO; or (iv) with the performance prior written consent of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employmentBoard, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or conflict competitive with the business and affairs of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition covenant, nondisclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and non-disclosure and (ii) such fiduciary duties that an officer of the Company has under applicable law), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory or common law. ​

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall: devote substantially all of Employee’s business time and attention to the business of the Company and its Affiliatessubsidiaries (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of the “Company and its Affiliates and will perform with due care Employee’s duties and responsibilitiesGroup”), as applicable. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above position of Vice President of Engineering, as well as whatever additional duties may be reasonably assigned to Employee, with Employee’s consent, by any senior officers or him by the Board of Managers Directors of EPE Acquisition the Company (the “Board”) from time ), which duties may include, without limitation, providing services to timemembers of the Company Group in addition to the Company. Employee agrees shall use his reasonable best efforts in his employment with the Company and provide services for the benefit of the Company; provided, however, that this Agreement shall not to engage prohibit Employee from managing his personal affairs or engaging in charitable or civic activities so long as the management of such affairs or engagement in such activities does not interfere in any activity that materially interferes material respect with the performance of Employee’s duties his responsibilities hereunder. Without limiting the foregoingFurther, Employee may serve as a director of another business or enterprise (whether engaged in for profit or not) during the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such activities do service must not materially interfere in any material respect with the performance of Employee’s duties hereunder and responsibilities under this Agreement or conflict with must be first approved by the business and affairs of the CompanyBoard, which such approval will not be unreasonably withheld. (b) Employee expressly represents and covenants to the Company that Employee he is not the subject of or a party to any employment agreement, noncompetition non-competition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Employee from executing this Agreement or that certain First Amended and Restated Limited Liability Company Agreement of Three Rivers Natural Resource Holdings LLC (the “Operating Agreement”), dated as of even date herewith, and fully performing Employee’s his duties and responsibilities hereunder or thereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (c) Employee acknowledges and agrees that Employee owes the Company Group a duty of loyalty as a fiduciary of the Company Group, and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes the Company Group under the common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall: (i) devote substantially all of Employee’s business time and attention to the business of the Company and its AffiliatesAffiliates (as defined below) (collectively, the “Company Group”, which term shall include, for the avoidance of doubt, any subsidiaries or other entities that become Affiliates of the Company from and after the date hereof), as applicable, (ii) will act in a manner that Employee reasonably believes is consistent with the best interests of the Company Group and its Affiliates and (iii) will perform with due care Employee’s duties and responsibilities. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above position of senior strategic development officer, as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board Chief Executive Officer or the board of Managers directors of EPE Acquisition USA Compression GP, LLC (the “Board”) from time ), which duties may include, without limitation, providing services to timemembers of the Company Group in addition to the Company. Employee agrees to cooperate fully with the Board and not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during During the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity person or business concern without the advance written approval consent of the Board. Notwithstanding ; provided, that the foregoingforegoing shall not preclude Employee from managing private investments, participating in industry and/or trade groups, engaging in volunteer civic, charitable or religious activities, serving on boards of directors of charitable not-for-profit entities or, with the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by consent of the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity which consent is not expressly prohibited by Section 10 and (iv) engage to be unreasonably withheld, serving on the board of directors of other entities, in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so each case as long as such activities activities, individually or in the aggregate, do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement or conflict with the business and affairs of Employee’s responsibilities to the Company. (b) Employee expressly represents and covenants to the Company that Employee is not the subject of or a party to any employment agreement, noncompetition non-competition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Employee from executing this Agreement or the Amended and Restated Limited Liability Company Agreement of USA Compression Holdings, LLC, dated as of December 23, 2010 (as amended, the “Operating Agreement”) and fully performing Employee’s duties and responsibilities hereunder or thereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (c) Employee acknowledges and agrees that Employee owes the Company Group a duty of loyalty as a fiduciary of the Company Group, and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes the Company Group under the common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall actively engage in the business and affairs of the Company (together with its direct and indirect subsidiaries, the “Company Group”) as may be requested by the Chief Executive Officer (“CEO”) of the Company from time to time, devote substantially all such amount of Employee’s business time and attention as is reasonably necessary to manage the business and affairs of the Company and its AffiliatesCompany, which amount of time will act in a manner that Employee reasonably believes is consistent with the best interests constitute substantially all of the Company and its Affiliates and will perform with due care Employee’s business time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board CEO from time to time, which duties and responsibilities may include providing services to other members of Managers the Company Group in addition to the Company. Employee may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of EPE Acquisition the entities in which such securities are owned; (ii) engage in charitable and civic activities; and (iii) with the prior written consent of the board of directors of the Company (the “Board”) from time to time. Employee agrees not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employment), engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such engagements, ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition or non-solicitation covenant, nondisclosure non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties, and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s full business time time, attention, and attention best efforts to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of “Company Group”) as may be requested by the Company and Board or its Affiliates and will perform with due care Employeedesignee or the CEO or the CEO’s duties and responsibilitiesdesignees from time to time. Employee’s duties will shall include those normally incidental to the position(s) set forth position identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, Employee by any senior officers the Board or its designee or by the Board of Managers of EPE Acquisition (CEO or the “Board”) CEO’s designees from time to time, which duties may include providing services to other members of the Company Group in addition to the Company. Employee agrees not shall report to engage the corporate office in any activity that materially interferes with the performance Addison, Texas; however, Employee may reside outside of Employee’s duties hereunder. Without limiting the foregoing, Texas during the Employment Period, Term. Employee understands and agrees that Employee will be required to travel significantly for business purposes, subject to the Company’s travel policy. (b) Employee may, without violating this Agreement: (i) as a passive investment, own publicly traded securities in such form or manner as shall not hold require any type services by Employee in the operation of outside employmentthe entities in which such securities are owned; (ii) engage in charitable and civic activities, including participation in professional groups and associations; (iii) serve on one other company board with the prior approval of the Board or its designee and the CEO; or (iv) with the prior written consent of the Board, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or conflict competitive with the business and affairs of the CompanyCompany Group. (bc) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition covenant, nondisclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (d) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and non-disclosure and (ii) such fiduciary duties that an officer of the Company has under applicable law), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory or common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall: (i) devote substantially all of Employee’s business time and attention to the business of the Company and its AffiliatesAffiliates (as defined below) (collectively, the “Company Group”, which term shall include, for the avoidance of doubt, any subsidiaries or other entities that become Affiliates of the Company from and after the date hereof), as applicable, (ii) will act in a manner that Employee reasonably believes is consistent with the best interests of the Company Group and its Affiliates and (iii) will perform with due care Employee’s duties and responsibilities. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above position of Chief Operating Officer, as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board Chief Executive Officer or the board of Managers managers of EPE Acquisition USA Compression Holdings, LLC (the “Board”) from time ), which duties may include, without limitation, providing services to timemembers of the Company Group in addition to the Company. Employee agrees to cooperate fully with the Board and not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during During the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity person or business concern without the advance written approval consent of the Board. Notwithstanding ; provided that the foregoingforegoing shall not preclude Employee from managing private investments, participating in industry and/or trade groups, engaging in volunteer civic, charitable or religious activities, serving on boards of directors of charitable not-for-profit entities or, with the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by consent of the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity which consent is not expressly prohibited by Section 10 and (iv) engage to be unreasonably withheld, serving on the board of directors of other entities, in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so each case as long as such activities activities, individually or in the aggregate, do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement or conflict with the business and affairs of Employee’s responsibilities to the Company. (b) Employee expressly represents and covenants to the Company that Employee is not the subject of or a party to any employment agreement, noncompetition non-competition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Employee from executing this Agreement or the Amended and Restated Limited Liability Company Agreement of USA Compression Holdings, LLC, dated as of December 23, 2010 (as amended, the “Operating Agreement”) and fully performing Employee’s duties and responsibilities hereunder or thereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (c) Employee acknowledges and agrees that Employee owes the Company Group a duty of loyalty as a fiduciary of the Company Group, and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes the Company Group under the common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote Employee’s substantially all of Employee’s business time time, attention and attention best efforts to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of “Company Group”) as may be requested by the Company and its Affiliates and will perform with due care Employee’s duties and responsibilitiesBoard from time to time. Employee’s duties will shall include those normally incidental to the position(s) set forth position identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) from time to time. Employee agrees shall have his office at the Company’s Addison, Texas office but shall also be able to work from remote locations through electronic communication means . (b) Employee may, without violating this Agreement: (i) as a passive investment, own publicly traded securities in such form or manner as shall not to require any employment services by Employee in the operation of the entities in which such securities are owned; (ii) engage in any activity that materially interferes charitable and civic activities, including participation in professional groups and associations; or (iii) with the performance prior written consent of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employmentBoard, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or conflict competitive with the business and affairs of the CompanyCompany Group. The parties agree that the Employee may serve as a director on one other public company board, provided that such company is not a competitors or anticipated competitors of the Company Group, and may receive restricted stock for that service; provided that specific approval for said service is obtained from the Company General Counsel. (bc) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition covenant, nondisclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (d) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and non-disclosure and (ii) such fiduciary duties that an officer of the Company has under applicable law), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory or common law.

Duties and Responsibilities of Employee. (a) During Subject to Section 11(b) below, Employee shall, during the Employment Period, Employee shall devote substantially all of Employee’s best efforts and full business time and attention to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries as may exist from time to time (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of the Company and its Affiliates current and will perform with due care future wholly owned direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Board from time to time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee agrees not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoingmay, during the Employment Periodwithout violating this Section 2(a), Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards as a passive investment, own publicly-traded securities in such form or committees (A) listed on Schedule 2(a) hereto manner as will not require any services by Employee in the operation of the entities in which such securities are owned; or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments outside activities provided (the x) such activities referred (including but not limited to in the immediately preceding clauses (imembership on boards of directors of for-profit organizations), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such ownership interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group, and (y) Employee gives written notice to the Board of any significant outside business activity in which Employee plans to become involved, if such activity is pursued for profit. Notwithstanding the foregoing, Employee will not serve as a member on any Board of Directors (or similar body) of any for-profit organization without first obtaining the approval of the Board of Directors. Employee has listed, in Exhibit A attached hereto, a complete list of all such entities and/or organizations that may be implicated by this Section 2, which shall be deemed approved by the Board. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreementnon-competition, noncompetition covenantnon-solicitation, nondisclosure restrictive covenant or non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law. (d) The Company shall use its best efforts to elect Employee to the Board for so long as Employee holds the position of CEO of the Company. Employee agrees to serve as a director if elected by the shareholders and the Board, as the case may be.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall actively engage in the business and affairs of the Company (together with its direct and indirect subsidiaries, the “Company Group”) as may be requested by the Board or the CEO from time to time, devote substantially all such amount of Employee’s business time and attention as is reasonably necessary to manage the business and affairs of the Company and its AffiliatesCompany, which amount of time will act in a manner that Employee reasonably believes is consistent with the best interests constitute substantially all of the Company and its Affiliates and will perform with due care Employee’s business time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (or the “Board”) CEO from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee agrees may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not to require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in any activity that materially interferes charitable and civic activities; (iii) with the performance prior written consent of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employmentBoard, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 passive investment activities; and (iv) engage in passive investments with the prior written consent of the Board, serve on the board of directors of one for-profit corporation (collectively, the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such engagements, ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition or non-solicitation covenant, nondisclosure non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment PeriodPeriod (as defined below), except as otherwise may be provided in this Agreement, Employee shall devote substantially all of Employee’s full business time time, attention and attention reasonable best efforts to the business of the Company and and, as applicable, its Affiliates, will act in a manner that Employee reasonably believes is consistent with the best interests of subsidiaries (the Company and its Affiliates and will perform with due care Employee’s duties and responsibilitiessubsidiaries are collectively referred to herein as the “Company Group”), as may be requested by the Board from time to time. Employee’s duties will include those lawful duties normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional lawful duties as may be reasonably assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) from time to time, which duties may include providing services to other members of the Company Group in addition to the Company, and which are customary for similarly situated executives of public companies with duties similar to those assigned to Employee. Employee agrees may, without violating this Agreement, (i) as a passive investment, own less than five percent (5%) of the publicly traded securities of any entity in such form or manner as will not to require any services by Employee in the operation of the entities in which such securities are owned, provided that Employee is not a controlling person of, a member of a group that controls, such entity; (ii) engage in any activity that materially interferes charitable and civic activities or, with the performance of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance prior written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve which approval will not be unreasonably withheld, conditioned or delayed, on corporate boards for-profit company boards; or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s engage in other personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or conflict competitive with the business and affairs of the Company.Company Group. Notwithstanding the immediately preceding sentence, Employee may continue to serve on the boards of the company(ies), if any, listed on the attached Exhibit B. (b) Employee expressly represents and covenants to the Company that Employee is not the subject of or a party to any employment agreement, noncompetition non-competition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, obligation or restriction that would prohibit Employee from executing this Agreement and fully performing Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (c) Employee acknowledges and agrees that Employee owes the Company Group fiduciary duties and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes the Company Group under common law. (d) Employee acknowledges and agrees that the Company’s operations offices are currently located in Calgary, Alberta and that significant travel will be required in the course of Employee’s employment hereunder, including to Calgary, Alberta and such other locations that the Board determines to be appropriate from time to time.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall: (i) devote substantially all of Employee’s business time and attention to the business of the Company and its AffiliatesAffiliates (as defined below) (collectively, the “Company Group”, which term shall include, for the avoidance of doubt, any subsidiaries or other entities that become Affiliates of the Company from and after the date hereof), as applicable, (ii) will act in a manner that Employee reasonably believes is consistent with the best interests of the Company Group and its Affiliates and (iii) will perform with due care Employee’s duties and responsibilities. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above positions of Vice President, General Counsel and Secretary, as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board board of Managers managers of EPE Acquisition USA Compression Holdings, LLC (the “Board”) from time ), which duties may include, without limitation, providing services to timemembers of the Company Group in addition to the Company. Employee agrees to cooperate fully with the Board and not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during During the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity person or business concern without the advance written approval consent of the Board. Notwithstanding ; provided that the foregoingforegoing shall not preclude Employee from managing private investments, participating in industry and/or trade groups, engaging in volunteer civic, charitable or religious activities, serving on boards of directors of charitable not-for-profit entities or, with the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by consent of the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity which consent is not expressly prohibited by Section 10 and (iv) engage to be unreasonably withheld, serving on the board of directors of other entities, in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so each case as long as such activities activities, individually or in the aggregate, do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement or conflict with the business and affairs of Employee’s responsibilities to the Company. (b) Employee expressly represents and covenants to the Company that Employee is not the subject of or a party to any employment agreement, noncompetition non-competition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Employee from executing this Agreement or the Amended and Restated Limited Liability Company Agreement of USA Compression Holdings, LLC, dated as of December 23, 2010 (as amended, the “Operating Agreement”) and fully performing Employee’s duties and responsibilities hereunder or thereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (c) Employee acknowledges and agrees that Employee owes the Company Group a duty of loyalty as a fiduciary of the Company Group, and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes the Company Group under the common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall actively engage in the business and affairs of the Company (together with its direct and indirect subsidiaries, the “Company Group”) as may be requested by the Board or the CEO from time to time, devote substantially all such amount of Employee’s business time and attention as is reasonably necessary to manage the business and affairs of the Company, which amount of time will constitute substantially all of Employee’s business time. The Company and its Affiliatesagrees that Employee’s primary work location shall be in Wilmette, will act in a manner that Employee reasonably believes is consistent with the best interests of the Company and its Affiliates and will perform with due care Illinois. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (or the “Board”) CEO from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee agrees not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoingmay, during the Employment Periodwithout violating this Section 2(a), Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards as a passive investment, own publicly traded securities in such form or committees (A) listed on Schedule 2(a) hereto or (B) approved manner as will not require any services by Employee in the Board, operation of the entities in which such securities are owned; (ii) serve on civic, educational, religious, public interest, or engage in charitable boards or committees, and civic activities; (iii) manage Employee’s personal with the consent of the Board or the CEO, continue to serve as an advisor to Pana LCE and family investments, provided that such activity is not expressly prohibited by Section 10 Energy Capital Ventures; and (iv) with the prior written consent of the Board, engage in other personal and passive investments investment activities (collectively, the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such engagements, ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition or non-solicitation covenant, nondisclosure non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s best efforts and full business time and attention to the business businesses of the Company Parent and its Affiliatesdirect and indirect subsidiaries as may exist from time to time, will act in a manner that Employee reasonably believes is consistent with the best interests of including the Company (collectively, the Parent and its Affiliates direct and will perform with due care Employee’s duties and responsibilities. Employee’s duties will include those normally incidental indirect subsidiaries are referred to as the position(s“Company Group”) set forth in Section 1 above of as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or requested by the Board of Managers of EPE Acquisition (the “Board”) from time to time. Employee agrees may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not to require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in any activity that materially interferes charitable and civic activities; or (iii) with the performance prior written consent of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employmentBoard, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of the CompanyBusiness (as defined below). (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition covenantnon-competition, nondisclosure non-solicitation, restrictive covenant or non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of a corporation owes under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s full business time time, attention and attention best efforts to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of “Company Group”) as may be requested by the Company and Board or its Affiliates and will perform with due care Employeedesignee or the CEO or the CEO’s duties and responsibilitiesdesignees from time to time. Employee’s duties will shall include those normally incidental to the position(s) set forth position identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, Employee by any senior officers the Board or its designee or by the CEO or the CEO’s designees from time to time, which duties may include providing services to other members of the Company Group in addition to the Company. Employee shall relocate to the Dallas-Ft. Worth metropolitan area, provided that, until August 31, 2020, Employee shall be permitted to commute from Employee’s residence in Alma, Arkansas, with the understanding that Employee shall regularly work from the Company’s Addison, Texas office or travel on behalf of Company for at least 80% of the business week. (a) Employee may, without violating this Agreement: (i) as a passive investment, own publicly traded securities in such form or manner as shall not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities, including participation in professional groups and associations (including, without limitation, serving as a member of the Undergraduate Management Advisory Board at Xxxxxxx Xxxxx University); (iii) serve on one other company board with the prior approval of Managers the board of EPE Acquisition directors of the Company or its designee (the “Board”) from time to time. Employee agrees not to engage in any activity that materially interferes and the CEO; or (iv) with the performance prior written consent of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employmentBoard, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or conflict competitive with the business and affairs of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition covenant, nondisclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and non-disclosure and (ii) such fiduciary duties that an officer of ​ ​ the Company has under applicable law), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory or common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall actively engage in the business and affairs of the Company (together with its direct and indirect subsidiaries, the “Company Group”) as may be requested by the Board or the CEO from time to time, devote substantially all such amount of Employee’s business time and attention as is reasonably necessary to manage the business and affairs of the Company and its AffiliatesCompany, which amount of time will act in a manner that Employee reasonably believes is consistent with the best interests constitute substantially all of the Company and its Affiliates and will perform with due care Employee’s business time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (or the “Board”) CEO from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee agrees may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not to require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in any activity that materially interferes charitable and civic activities; and (iii) with the performance prior written consent of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employmentBoard, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoingpersonal and passive investment activities (collectively, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such engagements, ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition or non-solicitation covenant, nondisclosure non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall actively engage in the business and affairs of the Company (together with its direct and indirect subsidiaries, the “Company Group”) as may be requested by the Board or the CEO from time to time, devote substantially all such amount of Employee’s business time and attention as is reasonably necessary to manage the business and affairs of the Company and its AffiliatesCompany, which amount of time will act in a manner that Employee reasonably believes is consistent with the best interests constitute substantially all of the Company and its Affiliates and will perform with due care Employee’s business time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (or the “Board”) CEO from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee agrees may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not to require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in any activity that materially interferes charitable and civic activities; (iii) with the performance prior written consent of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employmentBoard, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without personal and passive investment activities; (iv) with the advance prior written approval consent of the Board. Notwithstanding , serve on the foregoingboard of directors of up to two for-profit corporations; and (v) with the consent of the Board or the CEO, continue to serve as an advisor to Pana LCE and Energy Capital Ventures (collectively, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such engagements, ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition or non-solicitation covenant, nondisclosure non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s best efforts and full business time and attention to the business businesses of Parent and its direct and indirect subsidiaries as may exist from time to time, including the Company (collectively, Parent and its Affiliates, will act in a manner that Employee reasonably believes is consistent with direct and indirect subsidiaries are referred to as the best interests of “Company Group”) as may be requested by Parent or the Company and its Affiliates and will perform with due care from time to time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth positions identified in Section 1 above of 1, as well as whatever such additional duties as may be reasonably assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) Company from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee agrees not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoingmay, during the Employment Periodwithout violating this Section 2(a), Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards as a passive investment, either make or committees manage personal investments or own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (Aii) listed on Schedule 2(a) hereto engage in charitable and civic activities; or (Biii) engage in those business activities that have been disclosed by Employee in writing to the Board or the Compensation Committee thereof and that have been approved by the BoardBoard or the Compensation Committee, in each case in a writing that identifies this Section 2(a)(iii), provided that in each case under this Section 2(a)(i), (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, and (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i), (ii)such ownership, (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition covenantnon-competition, nondisclosure non-solicitation, restrictive covenant or non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company owes under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall: (i) devote substantially all of Employee’s business time and attention to the business of the Company and its AffiliatesAffiliates (as defined below) (collectively, the “Company Group”, which term shall include, for the avoidance of doubt, any subsidiaries or other entities that become Affiliates of the Company from and after the date hereof), as applicable, (ii) will act in a manner that Employee reasonably believes is consistent with the best interests of the Company Group and its Affiliates and (iii) will perform with due care Employee’s duties and responsibilities. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above positions of Vice President and President Northeast Region as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board Chief Executive Officer or the Board, which duties may include, without limitation, providing services to members of Managers of EPE Acquisition (the “Board”) from time Company Group in addition to timethe Company. Employee agrees to cooperate fully with the Board and not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during During the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity person or business concern without the advance written approval consent of the Board. Notwithstanding ; provided that the foregoingforegoing shall not preclude Employee from managing private investments, participating in industry and/or trade groups, engaging in volunteer civic, charitable or religious activities, serving on boards of directors of charitable not-for-profit entities or, with the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by consent of the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity which consent is not expressly prohibited by Section 10 and (iv) engage to be unreasonably withheld, serving on board of directors of other entities, in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so each case as long as such activities activities, individually or in the aggregate, do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement or conflict with the business and affairs of Employee’s responsibilities to the Company. (b) Employee expressly represents and covenants to the Company that Employee is not the subject of or a party to any employment agreement, noncompetition non-competition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Employee from executing this Agreement or the Amended and Restated Limited Liability Company Agreement of USA Compression Holdings, LLC, to be dated as of the date hereof, by and among R/C IV USACP Holdings, L.P., Aladdin Partners, L.P., Xxxx Equipment Co., Xxxx X. Xxxx, Xxxxxx X. Xxxx, Xx., Xxxxx X. Xxxxx, Xxxxxx X. Xxxxx, Xxxxxx Xxxxxxxx, and the other members and parties thereto (the “Operating Agreement”) and fully performing Employee’s duties and responsibilities hereunder or thereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (c) Employee acknowledges and agrees that Employee owes the Company Group a duty of loyalty as a fiduciary of the Company Group, and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes the Company Group under the common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s full business time time, attention and attention best efforts to the business of the Company Parent and its Affiliates, will act in a manner that Employee reasonably believes is consistent with the best interests of direct and indirect subsidiaries including the Company and its Affiliates and will perform with due care Employee’s duties and responsibilities(collectively, the “Company Group”) as may be requested by the Company or Parent from time to time. Employee’s duties will shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) Company or Parent from time to time, which duties may include providing services to other members of the Company Group in addition to the Company. Employee agrees may, without violating this Agreement, (i) as a passive investment, own publicly traded securities in such form or manner as will not to require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in any activity that materially interferes charitable and civic activities; or (iii) with the performance prior written consent of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employmentBoard, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or conflict competitive with the business and affairs of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition, non-solicitation, restrictive covenant, nondisclosure non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer (excluding any member of the Company Group) in the course of performing services for any member of the Company Group, and Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any such prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s full business time time, attention and attention best efforts to the business of the Company Parent [(as defined below)] and its Affiliates, will act in a manner that Employee reasonably believes is consistent with the best interests of direct and indirect subsidiaries including the Company and its Affiliates and will perform with due care Employee’s duties and responsibilities(collectively, the “Company Group”) as may be requested by the [Company] [Board] from time to time. Employee’s duties will shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board [Company] [Board] from time to time, which duties may include providing services to other members of Managers the Company Group in addition to the Company. Employee may, without violating this Agreement, (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of EPE Acquisition the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior written consent of the [board of directors (the “Board”) from time of KLR Energy Acquisition Corp., a Delaware corporation that is expected to time. Employee agrees not to engage be converted into Rosehill Resources Inc. in any activity that materially interferes connection with the performance closing of Employee’s duties hereunder. Without limiting the foregoing, during transaction contemplated by the Employment Period, Employee will not hold any type Business Combination Agreement (as defined below) and parent of outside employmentthe Company (the “Parent”)] [Board], engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or conflict competitive with the business and affairs of the CompanyCompany Group. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition, non-solicitation, restrictive covenant, nondisclosure non-disclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer (excluding any member of the Company Group) in the course of performing services for any member of the Company Group, and Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any such prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s best efforts and full business time and attention to the business businesses of the Company and any of its Affiliatesdirect and indirect subsidiaries (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of the Company and its Affiliates direct and will perform with due care indirect subsidiaries are called the “Company Group”), as requested by the Company from time to time. Employee’s duties and responsibilities. Employee’s duties will responsibilities include those normally incidental to the position(s) set forth identified in Section 1 above of as well as whatever 1, and any additional duties may be as assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) Company from time to time. Employee agrees not to engage in any activity that materially interferes with the performance of Employee’s Those duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render and responsibilities may include providing services to or for any other person, entity or business concern without the advance written approval members of the BoardCompany Group besides the Company. Notwithstanding the foregoingEmployee may, the parties acknowledge and agree that Employee may without violating this Section 2(a), (i) serve on corporate boards as a passive investment, own publicly traded securities in such form or committees (A) listed on Schedule 2(a) hereto or (B) approved manner as will require no services by Employee in operating the Board, entities in which such securities are owned; (ii) serve on civic, educational, religious, public interest, engage in charitable and civic activities; or charitable boards or committees, (iii) manage Employee’s engage in other personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group. (b) Employee expressly represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition, non-solicitation, restrictive covenant, nondisclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing signing this Agreement and fully or performing each of Employee’s duties and responsibilities hereunderunder this Agreement, or would directly or indirectly, limit or affect the duties and responsibilities that may be assigned to Employee. Employee expressly agrees that Employee is prohibited from using or disclosing any confidential information belonging to any prior employer while performing services for any member of the Company Group, and Employee promises that Employee will not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) those fiduciary duties that an officer of the Company has under the laws of the State of Delaware), and the obligations described in this Agreement are besides, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s full business time time, attention and attention best efforts to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests “Company Group”) as may be requested by the Chief Executive Officer of the Company and its Affiliates and will perform with due care Employee’s duties and responsibilitiesfrom time to time. Employee’s duties will shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board Chief Executive Officer of Managers of EPE Acquisition (the “Board”) Company from time to time, which duties may include providing services to other members of the Company Group in addition to the Company. Employee agrees may, without violating this Agreement, (i) as a passive investment, own publicly traded securities in such form or manner as shall not to require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in any activity that materially interferes charitable and civic activities, including participation in professional groups and associations and teaching as an adjunct professor; (iii) serve on other company boards with the performance of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written prior approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto ; or (Biv) approved by with the prior written consent of the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s engage in other personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or conflict competitive with the business and affairs of the CompanyCompany Group. Entry into this Agreement constitutes Board approval of (i) Employee’s role on the Advisory Board of the College of Business at Texas A&M University — Commerce, and (ii) Employee’s investment in the private entities (A) One Source Virtual, Inc. and (B) Cane Rosso related entities. (b) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition covenant, nondisclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and non-disclosure and (ii) such fiduciary duties that an officer of the Company has under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory or common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall: devote substantially all of Employee’s business time and attention to the business of the Company and its Affiliatessubsidiaries (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of the “Company and its Affiliates and will perform with due care Employee’s duties and responsibilitiesGroup”), as applicable. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above position of Chief Financial Officer, the Company’s policies and procedures, as well as whatever additional duties may be reasonably assigned to Employee, with Employee’s consent, by any senior officers or him by the Board President of Managers of EPE Acquisition the Company (the “BoardPresident”) from time ), which duties may include, without limitation, providing services to timemembers of the Company Group in addition to the Company. Employee agrees shall use his reasonable best efforts in his employment with the Company and provide services for the benefit of the Company; provided, however, that this Agreement shall not to engage prohibit Employee from managing his personal affairs or engaging in charitable or civic activities so long as the management of such affairs or engagement in such activities does not interfere in any activity that materially interferes material respect with the performance of Employee’s duties his responsibilities hereunder. Without limiting the foregoingFurther, Employee may serve as a director of another business or enterprise (whether engaged in for profit or not) during the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such activities do service must not materially interfere in any material respect with the performance of Employee’s duties hereunder and responsibilities under this Agreement or conflict with must be first approved by the business and affairs of the Company. (b) President, which such approval will not be unreasonably withheld. Employee expressly represents and covenants to the Company that Employee he is not the subject of or a party to any employment agreement, noncompetition non-competition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Employee from executing this Agreement or that certain Amended and Restated Limited Liability Company Agreement of Three Rivers Natural Resource Holdings LLC (the “Operating Agreement”), dated as of even date herewith, and fully performing Employee’s his duties and responsibilities hereunder or thereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (b) Employee acknowledges and agrees that Employee owes the Company Group a duty of loyalty as a fiduciary of the Company Group, and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes the Company Group under the common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall: devote substantially all of Employee’s business time and attention to the business of the Company and its Affiliatessubsidiaries (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of the “Company and its Affiliates and will perform with due care Employee’s duties and responsibilitiesGroup”), as applicable. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above position of vice President of Geosciences, as well as whatever additional duties may be reasonably assigned to Employee, with Employee’s consent, by any senior officers or him by the Board of Managers Directors of EPE Acquisition the Company (the “Board”) from time ), which duties may include, without limitation, providing services to timemembers of the Company Group in addition to the Company. Employee agrees shall use his reasonable best efforts in his employment with the Company and provide services for the benefit of the Company; provided, however, that this Agreement shall not to engage prohibit Employee from managing his personal affairs or engaging in charitable or civic activities so long as the management of such affairs or engagement in such activities does not interfere in any activity that materially interferes material respect with the performance of Employee’s duties his responsibilities hereunder. Without limiting the foregoingFurther, Employee may serve as a director of another business or enterprise (whether engaged in for profit or not) during the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such activities do service must not materially interfere in any material respect with the performance of Employee’s duties hereunder and responsibilities under this Agreement or conflict with must be first approved by the business and affairs of the CompanyBoard, which such approval will not be unreasonably withheld. (b) Employee expressly represents and covenants to the Company that Employee he is not the subject of or a party to any employment agreement, noncompetition non-competition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Employee from executing this Agreement or that certain First Amended and Restated Limited Liability Company Agreement of Three Rivers Natural Resource Holdings LLC (the “Operating Agreement”), dated as of even date herewith, and fully performing Employee’s his duties and responsibilities hereunder or thereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (c) Employee acknowledges and agrees that Employee owes the Company Group a duty of loyalty as a fiduciary of the Company Group, and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes the Company Group under the common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s full business time time, attention and attention best efforts to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of “Company Group”) as may be requested by the Company and its Affiliates and will perform with due care Employee’s duties and responsibilitiesBoard or the from time to time. Employee’s duties will shall include those normally incidental to the position(s) set forth position identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board from time to time, which duties may include providing services to other members of Managers the Company Group in addition to the Company. (b) Employee may, without violating this Agreement: (i) as a passive investment, own publicly traded securities in such form or manner as shall not require any services by Employee in the operation of EPE Acquisition the entities in which such securities are owned; (ii) engage in charitable and civic activities, including participation in professional groups and associations; (iii) serve on other company boards with the prior approval of the board of directors of the Company (the “Board”); or (iv) from time to time. Employee agrees not to engage in any activity that materially interferes with the performance prior written consent of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employmentBoard, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or conflict competitive with the business and affairs of the CompanyCompany Group. (bc) Employee expressly hereby represents and covenants to the Company warrants that Employee is not the subject of, or a party to to, any employment agreement, noncompetition non-competition covenant, nondisclosure agreement, or any other agreement, covenantobligation, understanding, restriction or restriction understanding that would prohibit Employee from executing this Agreement and or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (d) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and non-disclosure and (ii) such fiduciary duties that an officer of ​ the Company has under applicable law), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory or common law.