X0206 3 2017-05-09 0 0000010254 EARTHSTONE ENERGY INC ESTE 0001707241 Bold Energy Holdings, LLC C/O ENCAP INVESTMENTS L.P. 1100 LOUISIANA STREET, SUITE 4900 HOUSTON TX 77002 0 0 1 0 0001565683 EnCap Energy Capital Fund IX, L.P. 1100 LOUISIANA STREET, SUITE 4900 HOUSTON TX 77002 0 0 1 0 0001664141 EnCap Partners, LLC 1100 LOUISIANA STREET, SUITE 4900 HOUSTON TX 77002 0 0 1 0 Class B Common Stock Class A Common Stock 36070828 D Upon the closing of the transactions contemplated by that certain Contribution Agreement dated as of November 7, 2016, and as amended on March 21, 2017, by and among Earthstone Energy, Inc. (the "Issuer"), Earthstone Energy Holdings, LLC ("EEH"), Lynden USA Inc., Lynden USA Operating, LLC, Bold Energy Holdings, LLC ("Bold Holdings") and Bold Energy III LLC, Bold Holdings received 36,070,8282 shares of Class B Common Stock. Each share of Class B Common Stock represents the right to receive, at Bold Holdings' discretion, either one share of Class A Common Stock of the Issuer or its equivalent in cash, in exchange for one share of Class B Common Stock and one Unit of EEH, in accordance with the terms and subject to the restrictions set forth in the First Amended and Restated Limited Liability Company Agreement of EEH. EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX") directly holds 95.9% of the membership interests of Bold Holdings. Accordingly, EnCap Fund IX may be deemed to beneficially own the reported securities. EnCap Partners, LLC ("EnCap Partners") is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments LP"), which is the general partner of EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"), which is the general partner of EnCap Fund IX. Therefore, EnCap Partners, EnCap Holdings, EnCap Investments GP, EnCap Investments LP and EnCap Fund IX GP may be deemed to beneficially own the reported securities. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of the reported securities for purposes of Section 16 or for any other purpose. (2) Signed by Robert L. Zorich in his capacity as a Manager of Bold Energy Holdings, LLC (3) Signed by Robert L. Zorich in his capacity as the Managing Partner of EnCap Investments GP, L.L.C., the General Partner of EnCap Investments L.P., the General Partner of EnCap Equity Fund IX GP, L.P., the General Partner of EnCap Energy Capital Fund IX (4) Signed by Robert L. Zorich in his capacity as the Managing Partner of EnCap Partners, LLC /s/ Robert L. Zorich (2) 2017-05-22 /s/ Robert L. Zorich (3) 2017-05-22 /s/ Robert L. Zorich (4) 2017-05-22