0001354488-14-005171 Sample Contracts

THIRD AMENDMENT TO THE RIGHTS AGREEMENT
The Rights Agreement • October 20th, 2014 • Earthstone Energy Inc • Crude petroleum & natural gas • Delaware

This THIRD AMENDMENT TO THE RIGHTS AGREEMENT, (this “Amendment”) is made as of October 16, 2014, and amends that certain Rights Agreement, dated as of February 4, 2009, as amended by the First Amendment to the Rights Agreement dated May 15, 2014 and the Second Amendment to the Rights Agreement dated May 15, 2014 (the “Rights Agreement”), and is by and between Earthstone Energy, Inc., a Delaware corporation (the “Company”) and Direct Transfer LLC, a Delaware limited liability company, as Rights Agent.

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