VOTING AGREEMENTVoting Agreement • January 12th, 2021 • Bold Energy Holdings, LLC • Crude petroleum & natural gas • Delaware
This VOTING AGREEMENT (this “Agreement”) is dated as of January 7, 2021, by and among Earthstone Energy, Inc., a Delaware corporation (“Earthstone”), Warburg Pincus Private Equity (E&P) XI – A, L.P., a Delaware limited partnership (“WPXI-A”), Warburg Pincus XI (E&P) Partners – A, L.P., a Delaware limited partnership (“WPPXI”), WP IRH Holdings, L.P., a Delaware limited partnership (“WPIRH”), Warburg Pincus XI (E&P) Partners – B IRH, LLC, a Delaware limited liability company (“WPXI-B”), Warburg Pincus Energy (E&P)-A, LP, a Delaware limited partnership (“WPE-A”), Warburg Pincus Energy (E&P) Partners-A, LP, a Delaware limited partnership (“WPEP-A”), Warburg Pincus Energy (E&P) Partners-B IRH, LLC, a Delaware limited liability company (“WPEP-B”), WP Energy Partners IRH Holdings, L.P., a Delaware limited partnership (“WPEPIRH”), and WP Energy IRH Holdings, L.P., a Delaware limited partnership (collectively with WPXI-A, WPPXI, WPIRH, WPXI-B, WPE-A, WPEP-A, WPEP-B and WPEPIRH, the “Warburg Par
JOINT FILING AGREEMENTJoint Filing Agreement • January 12th, 2021 • Bold Energy Holdings, LLC • Crude petroleum & natural gas
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A common stock, par value $0.001 per share, of Earthstone Energy, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof each of the undersigned, being duly authorized, hereby execute this Joint Filing Agreement on the date set forth below.
WAIVER OF RIGHT TO APPOINT AN ADDITIONAL DIRECTORContribution Agreement • January 12th, 2021 • Bold Energy Holdings, LLC • Crude petroleum & natural gas
WHEREAS, in connection with that certain Contribution Agreement, dated as of November 7, 2016 and as amended on March 21, 2017 (the “Contribution Agreement”), by and among the Company, EEE Lynden USA Inc., a Utah corporation, Lynden USA Operating, LLC, a Texas limited liability company, Bold Energy Holdings, LLC, a Texas limited liability company (“Bold”), and Bold Energy III, LLC, a Texas limited liability company and subsidiary of Bold, the Company, EnCap and Oak Valley Resources, LLC, a Delaware limited liability company, entered into a Voting Agreement dated as of May 9, 2017, and amended as of April 22, 2020 (the “EnCap Voting Agreement”), under which, among other things, the Board of the Company was expanded to nine members, of which four members would be designated by EnCap; and
