REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 18th, 2022 • Earthstone Energy Inc • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 14, 2022, by and among Earthstone Energy, Inc., a Delaware corporation (“Parent”), Bighorn Permian Resources, LLC, a Delaware limited liability company (“Bighorn”), 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.
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.
LOCK-UP AGREEMENTLock-Up Agreement • April 18th, 2022 • Earthstone Energy Inc • Crude petroleum & natural gas • Delaware
VOTING AGREEMENTVoting Agreement • April 18th, 2022 • Earthstone Energy Inc • Crude petroleum & natural gas • Delaware
This VOTING AGREEMENT (this “Agreement”) is dated as of April 14, 2022, by and among Earthstone Energy, Inc., a Delaware corporation (“Earthstone”), Cypress Investments, LLC, a Delaware limited liability company (“Post Oak”), EnCap Investments L.P., a Delaware limited partnership (“EnCap”), Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership, Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership, WP IRH Holdings, L.P., a Delaware limited partnership, Warburg Pincus XI (E&P) Partners-B IRH, LLC, a Delaware limited liability company, Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership, Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership, Warburg Pincus Energy (E&P) Partners-B IRH, LLC, a Delaware limited liability company, WP Energy Partners IRH Holdings, L.P., a Delaware limited partnership, WP Energy IRH Holdings, L.P., a Delaware limited partnership, WP Energy Chisholm Holdings, L.P., a Delaware lim
