RECITALSLetter Agreement • June 28th, 2002 • Basic Earth Science Systems Inc • Crude petroleum & natural gas • Colorado
February 16, 2000 Ray Singleton, President Basic Earth Science Systems, Inc. 8547 E. Arapahoe Road, #J464 Greenwood Village, CO 80112-1436 Re: Loan Agreement between Basic Earth Science Systems, Inc. and Norwest Bank Colorado, National Association...Basic Earth Science Systems Inc • June 29th, 2000 • Crude petroleum & natural gas
UNDERWRITING AGREEMENTUnderwriting Agreement • October 23rd, 2017 • Earthstone Energy Inc • Crude petroleum & natural gas • New York
4,500,000 Shares EARTHSTONE ENERGY, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 22nd, 2016 • Earthstone Energy Inc • Crude petroleum & natural gas • New York
Earthstone Energy, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions of this Underwriting Agreement (this “Agreement”), to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”), 4,500,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In addition, the Company proposes to grant to the Underwriters an option to purchase up to 675,000 additional shares of Common Stock on the terms set forth in Section 2 (the “Option Shares”). The Firm Shares and, if and to the extent such option is exercised, the Option Shares, are hereinafter collectively called the “Shares.”
EARTHSTONE ENERGY HOLDINGS, LLC, THE GUARANTORS PARTY HERETO AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION AS TRUSTEE INDENTURE Dated as of April 12, 2022 8.000% Senior Notes due 2027Earthstone Energy Inc • April 13th, 2022 • Crude petroleum & natural gas • New York
This INDENTURE dated as of April 12, 2022, is among Earthstone Energy Holdings, LLC, a Delaware limited liability company (the “Company”), the Guarantors (as defined herein) party hereto and U.S. Bank Trust Company, National Association, a national banking association (the “Trustee”), as trustee.
EARTHSTONE ENERGY HOLDINGS, LLC, THE GUARANTORS PARTY HERETO AND AS TRUSTEE INDENTURE Dated as of June 30, 2023Indenture • June 30th, 2023 • Earthstone Energy Inc • Crude petroleum & natural gas • New York
AGREEMENT AND PLAN OF MERGER among PERMIAN RESOURCES CORPORATION, SMITS MERGER SUB I INC., SMITS MERGER SUB II LLC, PERMIAN RESOURCES OPERATING, LLC, EARTHSTONE ENERGY, INC., AND EARTHSTONE ENERGY HOLDINGS, LLC Dated as of August 21, 2023Agreement and Plan of Merger • August 23rd, 2023 • Earthstone Energy Inc • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of August 21, 2023 (this “Agreement”), is entered into by and among Permian Resources Corporation, a Delaware corporation (“Parent”), Smits Merger Sub I Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub I”), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Parent (“Merger Sub II”), Permian Resources Operating, LLC, a Delaware limited liability company (“Pacers OpCo” and, together with Parent, Merger Sub I and Merger Sub II, the “Parent Parties”), Earthstone Energy, Inc., a Delaware corporation (the “Company”), and Earthstone Energy Holdings, LLC, a Delaware limited liability company (“Heat OpCo” and, together with the Company, the “Company Parties”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 23rd, 2023 • Earthstone Energy Inc • Crude petroleum & natural gas • Delaware
This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Permian Resources Corporation, a Delaware corporation (“Parent”), the undersigned stockholders of Parent (the “Holders” and each individually, a “Holder”), and Earthstone Energy, Inc., a Delaware corporation (the “Company”).
ContractRegistration Rights Agreement • December 29th, 2014 • Earthstone Energy Inc • Crude petroleum & natural gas • Delaware
CREDIT AGREEMENT dated as of November 21, 2019 Among EARTHSTONE ENERGY HOLDINGS, LLC, as Borrower, EARTHSTONE ENERGY, INC., as Parent WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Issuing Bank, ROYAL BANK OF CANADA, as...Credit Agreement • November 22nd, 2019 • Earthstone Energy Inc • Crude petroleum & natural gas • Texas
THIS CREDIT AGREEMENT dated as of November 21, 2019, is among Earthstone Energy Holdings, LLC, a limited liability company duly formed and existing under the laws of the state of Delaware (the “Borrower”); Earthstone Energy, Inc., a Delaware corporation (“Parent”); each of the Lenders from time to time party hereto; Wells Fargo Bank, National Association (in its individual capacity, “Wells Fargo”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as Issuing Bank; BOKF, NA dba Bank of Texas (in its individual capacity, “BOKF”), as Issuing Bank with respect to the Existing Letters of Credit; Royal Bank of Canada, as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the “Syndication Agent”); and SunTrust Bank, as documentation agent for the Lenders (in such capacity, together with its successors in such capacity, the “Documentation Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 23rd, 2021 • Earthstone Energy Inc • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 20, 2021, by and among Earthstone Energy, Inc., a Delaware corporation (“Parent”), SEG-TRD LLC, a Delaware limited liability company (“SEG I”), SEG-TRD II LLC, a Delaware limited liability company (“SEG II” and together with SEG I, “Sequel”), and the Persons identified on Schedule I hereto who become party to this Agreement from time to time upon the execution of a Joinder (as defined herein) in accordance with Section 2.10 of this Agreement (collectively, the “Sequel Stockholders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 23rd, 2023 • Earthstone Energy Inc • Crude petroleum & natural gas • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 21, 2023 and effective as of the Closing Date, is made and entered into by and among Permian Resources Corporation, a Delaware corporation (the “Company”), the parties listed on the signature pages hereto (each such party, an “Initial Holder” and collectively, the “Initial Holders”) and each person who becomes a party to this Agreement by entering into a joinder agreement in the form attached hereto as Exhibit A.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2022 • Earthstone Energy Inc • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 10, 2022, by and among Earthstone Energy, Inc., a Delaware corporation (“Parent”), the other Persons executing this Agreement on the date hereof as set forth on the signature pages hereto (the “Initial Holders”), and the Persons who become party to this Agreement from time to time upon the execution of a Joinder (as defined herein) in accordance with Section 2.10 of this Agreement.
PURCHASE AND SALE AGREEMENT among BCC-FORELAND LLC as Seller and EARTHSTONE ENERGY, INC. and EARTHSTONE ENERGY HOLDINGS, LLC, as Buyer Dated September 30, 2021Purchase and Sale Agreement • October 4th, 2021 • Earthstone Energy Inc • Crude petroleum & natural gas • Delaware
This Purchase and Sale Agreement (this “Agreement”), dated September 30, 2021 (the “Execution Date”), is by and among BCC-Foreland LLC, a Delaware limited liability company (“Seller”), and Earthstone Energy Holdings, LLC, a Delaware limited liability company (“Buyer”), and Earthstone Energy, Inc., a Delaware corporation (“Earthstone”). Earthstone, Buyer and Seller are, individually, a “Party,” and are, collectively, the “Parties.” Capitalized terms used in this Agreement have the meaning given such terms in Annex I to this Agreement.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 23rd, 2018 • Earthstone Energy Inc • Crude petroleum & natural gas • Texas
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) entered into on May [ ], 2018, is among EARTHSTONE ENERGY HOLDINGS, LLC, a Delaware limited liability company (“Borrower”), EARTHSTONE OPERATING, LLC, a Texas limited liability company (“EO”), EF NON-OP, LLC, a Texas limited liability company (“EF”), SABINE RIVER ENERGY, LLC, a Texas limited liability company (“Sabine”), EARTHSTONE LEGACY PROPERTIES, LLC, a Texas limited liability company (“ELP”), LYNDEN USA OPERATING, LLC, a Texas limited liability company (“LUO”), BOLD ENERGY III LLC, a Texas limited liability company (“BE”) and BOLD OPERATING, LLC, a Texas limited liability company (“BO”), as guarantors (EO, EF, Sabine, ELP, LUO, BE and BO, each a “Guarantor” and collectively, the “Guarantors”); each Lender (defined below) who is a signatory hereto and BOKF, NA dba BANK OF TEXAS, a national banking association, as administrative agent (“Agent”) for the Lenders. The party or parties are sometimes individually referred to her
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EARTHSTONE ENERGY HOLDINGS, LLC DATED AS OF APRIL 14, 2022Limited Liability Company Agreement • April 18th, 2022 • Earthstone Energy Inc • Crude petroleum & natural gas • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of April 14, 2022 (the “Effective Date”), by Earthstone Energy, Inc., a Delaware corporation (“PubCo”), as a Member and the managing Member of the Company (and in such latter capacity, the “Managing Member”) of Earthstone Energy Holdings, LLC, a Delaware limited liability company (the “Company”), pursuant to the First Amended and Restated Limited Liability Company Agreement of the Company, dated as of May 9, 2017 (the “Existing LLC Agreement”). Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • August 17th, 2023 • Earthstone Energy Inc • Crude petroleum & natural gas • New York
This First Supplemental Indenture, dated as of August 15, 2023 (this “Supplemental Indenture” or “Guarantee”), is among each of the entities listed on Exhibit A attached hereto (collectively, the “New Guarantors,” and each a “New Guarantor”), Earthstone Energy Holdings, LLC (together with its successors and assigns, the “Company”), each other then existing Guarantor under the Indenture referred to below, and U.S. Bank Trust Company, National Association, as Trustee under the Indenture referred to below.
FIRST AMENDMENT TO THE ARRANGEMENT AGREEMENTThe Arrangement Agreement • March 29th, 2016 • Earthstone Energy Inc • Crude petroleum & natural gas • British Columbia
This First Amendment to the Arrangement Agreement (this “Amendment”) is dated as of March 29, 2016 among Earthstone Energy, Inc., a Delaware corporation (“Earthstone”), 1058286 B.C. Ltd., a company existing under the laws of British Columbia (“Earthstone Acquisition”), and Lynden Energy Corp., a company existing under the laws of British Columbia (“Lynden”), and amends that certain Arrangement Agreement made as of December 16, 2015, among Earthstone, Earthstone Acquisition and Lynden (the “Arrangement Agreement”). Capitalized terms used and not otherwise defined in this Amendment shall have the respective meanings set forth in the Arrangement Agreement (as defined below). Earthstone, Earthstone Acquisition and Lynden are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
FiRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 4th, 2015 • Earthstone Energy Inc • Crude petroleum & natural gas • Texas
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) entered into on December 1, 2015, is among EARTHSTONE ENERGY, INC., a Delaware corporation (“Borrower”), EARTHSTONE OPERATING, LLC, a Texas limited liability company (“EO”), EF NON-OP, LLC, a Texas limited liability company (“EF”), SABINE RIVER ENERGY, LLC, a Texas limited liability company (“Sabine”) and BASIC PETROLEUM SERVICES, INC., a Texas corporation (“Basic”), as guarantors (EO, EF, Sabine and Basic, each a “Guarantor” and collectively, the “Guarantors”); each Lender (defined below) who is a signatory hereto and BOKF, NA dba BANK OF TEXAS, a national banking association, as administrative agent (“Agent”) for the Lenders. The party or parties are sometimes individually referred to herein as a “Party” or collectively referred to as “Parties.”
NORWEST BANKS Norwest Bank Colorado, N.A. Denver 1740 Broadway Denver, Colorado 80274 303/861/8811 November 3, 1998 Mr. Ray Singleton Basic Earth Science Systems, Inc. Suite 1670 633 17th Street Denver, CO 80202 Dear Ray: Reference is made to the...Norwest Banks • July 30th, 1999 • Basic Earth Science Systems Inc • Crude petroleum & natural gas
LOCK-UP AGREEMENTLock-Up Agreement • July 23rd, 2021 • Earthstone Energy Inc • Crude petroleum & natural gas • Delaware
PURCHASE AND SALE AGREEMENT by and between TITUS OIL & GAS PRODUCTION II, LLC, LENOX MINERALS II, LLC and LENOX MINERAL HOLDINGS II, LLC, collectively, as Seller and EARTHSTONE ENERGY HOLDINGS, LLC, as Purchaser and EARTHSTONE ENERGY, INC. Dated June...Purchase and Sale Agreement • June 29th, 2022 • Earthstone Energy Inc • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (this “Agreement”), is dated as of June 27, 2022 (the “Execution Date”), by and among Titus Oil & Gas Production II, LLC, a Delaware limited liability company (“TOGII”), Lenox Minerals II, LLC, a Delaware limited liability company (“LMII”) and Lenox Mineral Holdings II, LLC, a Delaware limited liability company (“LMHII” and together with TOGII, and LMII collectively referred to herein as “Seller”), and Earthstone Energy Holdings, LLC, a Delaware limited liability company (“Purchaser”), and Earthstone Energy, Inc., a Delaware corporation (“Earthstone”, and together with Purchaser, the “Earthstone Parties” and each an “Earthstone Party”). Seller, on the one hand, and the Earthstone Parties, on the other hand, are referred to herein individually, as a “Party” and collectively, as the “Parties”.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 23rd, 2023 • Earthstone Energy Inc • Crude petroleum & natural gas • Delaware
This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Earthstone Energy, Inc., a Delaware corporation (the “Company”), the undersigned, stockholders of the Company (the “Holders” and each individually, a “Holder”), and Permian Resources Corporation, a Delaware corporation (“Parent”).
TO CREDIT AGREEMENT Dated as of August 10, 2022 Among EARTHSTONE ENERGY HOLDINGS, LLC, as Borrower, EARTHSTONE ENERGY, INC., as Parent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Issuing Bank, ROYAL BANK OF CANADA, as...Credit Agreement • August 11th, 2022 • Earthstone Energy Inc • Crude petroleum & natural gas • Texas
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Seventh Amendment”) dated as of August 10, 2022, is among Earthstone Energy Holdings, LLC, a Delaware limited liability company (the “Borrower”); Earthstone Energy, Inc., a Delaware corporation (the “Parent”); each of the undersigned guarantors (the “Guarantors”, and together with the Borrower and the Parent, the “Obligors”); each of the Lenders party hereto; and Wells Fargo Bank, National Association (in its individual capacity, “Wells Fargo”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
SECTION 1. Representations and Warranties 4 SECTION 2. Sale and Delivery to Initial Purchasers; Closing; Agreements to Sell, Purchase and Resell. 20 SECTION 3. Covenants of the Company and the Guarantors 21 SECTION 4. Payment of Expenses 24 SECTION 5....Purchase Agreement • June 30th, 2023 • Earthstone Energy Inc • Crude petroleum & natural gas • New York
BASIC EARTH SCIENCE SYSTEMS, INC. and CORPORATE STOCK TRANSFER, INC. RIGHTS AGREEMENT Dated as of February 4, 2009Rights Agreement • February 5th, 2009 • Basic Earth Science Systems Inc • Crude petroleum & natural gas • Delaware
Agreement, dated as of February 4, 2009, between BASIC EARTH SCIENCE SYSTEMS, INC., a Delaware corporation (the “Company”), and CORPORATE STOCK TRANSFER, INC., as rights agent (the “Rights Agent”).
EXCHANGE AGREEMENT Dated as of May 15, 2014 between EARTHSTONE ENERGY, INC. and OAK VALLEY RESOURCES, LLCExchange Agreement • May 16th, 2014 • Earthstone Energy Inc • Crude petroleum & natural gas • Delaware
This EXCHANGE AGREEMENT, dated as of May 15, 2014 (this “Agreement”), is by and between Earthstone Energy, Inc., a Delaware corporation (“Earthstone”), and Oak Valley Resources, LLC, a Delaware limited liability company (“Oak Valley”). Earthstone and Oak Valley are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.” Certain terms used in this Agreement are defined in Annex 1.
AMENDMENT OF CREDIT AGREEMENTCredit Agreement • June 29th, 2007 • Basic Earth Science Systems Inc • Crude petroleum & natural gas • Colorado
THIS AMENDMENT OF CREDIT AGREEMENT (this “Amendment”), dated as of December 31, 2006, is by and between BASIC EARTH SCIENCE SYSTEMS, INC. (“BESSI”), and AMERICAN NATIONAL BANK, a national banking association (“ANB”), f/k/a THE BANK OF CHERRY CREEK, N.A. (“BOCC”).
ContractAssumption Agreement • August 17th, 2023 • Earthstone Energy Inc • Crude petroleum & natural gas • Texas
ASSUMPTION AGREEMENT (this “Assumption Agreement”), dated as of August 15, 2023, made by Novo Oil & Gas Holdings, LLC, Delaware limited liability company, Novo Oil & Gas Texas, LLC, a Delaware limited liability company, Novo Oil & Gas Northern Delaware, LLC, a Delaware limited liability company, Scala Energy Assets, LLC, a Delaware limited liability company, and Scala Energy Operating, LLC, a Delaware limited liability company (each, an “Additional Grantor” and, collectively, the “Additional Grantors”), in favor of Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement or in the Guarantee and Collateral Agreement referred to below, as applicable.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (BASIS OF PRESENTATION DESCRIBED IN NOTE 1)Securities Purchase Agreement • September 5th, 2023 • Earthstone Energy Inc • Crude petroleum & natural gas
The accompanying unaudited pro forma condensed combined financial statements (the “Pro Forma Financial Statements”) were prepared in accordance with Article 11 of Regulation S-X, as amended by SEC Final Rule Release No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses, and based on the historical consolidated and combined financial information of Earthstone, Chisholm, Bighorn, Titus and Novo. The Novo Acquisition has been accounted for as an asset acquisition in accordance with ASC 805. The fair value of the consideration paid by us and allocation of that amount to the underlying assets acquired, on a relative fair value basis, is recorded on our books as of the date of the closing of the Novo Acquisition. Additionally, costs directly related to the Novo Acquisition are capitalized as a component of the purchase price.
FOURTH AMENDMENT TO CREDIT AGREEMENT Dated as of September 17, 2021 Among EARTHSTONE ENERGY HOLDINGS, LLC, as Borrower, EARTHSTONE ENERGY, INC., as Parent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Issuing Bank, ROYAL BANK OF...Credit Agreement • September 20th, 2021 • Earthstone Energy Inc • Crude petroleum & natural gas • Texas
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amendment”) dated as of September 17, 2021, is among Earthstone Energy Holdings, LLC, a Delaware limited liability company (the “Borrower”); Earthstone Energy, Inc., a Delaware corporation (the “Parent”); each of the undersigned guarantors (the “Guarantors”, and together with the Borrower and the Parent, the “Obligors”); each of the Lenders party hereto; and Wells Fargo Bank, National Association (in its individual capacity, “Wells Fargo”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
EnCap Investments L.P. Houston, TX 77024Earthstone Energy Inc • August 23rd, 2023 • Crude petroleum & natural gas • Delaware
Reference is made to (i) that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Earthstone Energy, Inc., a Delaware corporation (“Earthstone”), Earthstone Energy Holdings, LLC, a Delaware limited liability company, Permian Resources Corporation, a Delaware corporation (“Permian”), Permian Resources Operating, LLC, a Delaware limited liability company, Smits Merger Sub I Inc., a Delaware corporation and direct wholly owned subsidiary of Permian, and Smits Merger Sub II LLC, a Delaware limited liability company and direct wholly owned subsidiary of Permian (as may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), and (ii) that certain Voting and Support Agreement, dated as of the date hereof, by and among Earthstone, Permian, EnCap Energy Capital Fund VIII, L.P., a Texas limited partnership (“EnCap Fund VIII”), Bold Energy Holdings, LLC, a Texas limited liability company (“Bold Energy”), EnCap Energy Capital
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • August 11th, 2022 • Earthstone Energy Inc • Crude petroleum & natural gas • Delaware
SUPPORT AND STANDSTILL AGREEMENTSupport and Standstill Agreement • October 17th, 2018 • Earthstone Energy Inc • Crude petroleum & natural gas • Delaware
THIS SUPPORT AND STANDSTILL AGREEMENT, dated as of October 17, 2018 (this “Agreement”), is entered into by and among Sabalo Holdings, LLC, a Delaware limited liability company (“Contributor”), Earthstone Energy Holdings, LLC, a Delaware limited liability company (“Acquiror”), Earthstone Energy, Inc., a Delaware corporation (“Acquiror Parent” and, together with Acquiror, the “Acquiror Parties”) and EnCap Investments, L.P. (“EnCap” and, together with Contributor and the Acquiror Parties, the “Parties”).
FIRST AMENDMENT TO THE RIGHTS AGREEMENTThe Rights Agreement • May 16th, 2014 • Earthstone Energy Inc • Crude petroleum & natural gas • Delaware
