UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

EARTHSTONE ENERGY, INC.

(Name of Issuer)

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

27032D304

(CUSIP Number)

D. Martin Phillips

EnCap Investments L.P.

1100 Louisiana Street, Suite 4900

Houston, Texas 77002

(713) 659-6100

with a copy to:

David P. Oelman

Thomas G. Zentner

Vinson & Elkins L.L.P.

1001 Fannin Street, Suite 2500

Houston, Texas 77002

(713) 758-2222

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 1, 2018

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Explanatory Note

This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed on May 27, 2014, and as amended by Amendment No. 1 filed on November 16, 2016 (the “Original Schedule 13D” and, as further amended and supplemented by this Amendment, the “Schedule 13D”), by Oak Valley Resources, LLC, a Delaware limited liability company (“Oak Valley”), and relates to the beneficial ownership of the shares of Class A common stock, $0.001 par value per share (the “Class A Common Stock”), of Earthstone Energy, Inc., a Delaware corporation (“Earthstone”).

On May 9, 2017, Earthstone recapitalized all of its common stock, $0.001 par value per share (the “Common Stock”), into two classes – Class A Common Stock and Class B common stock, $0.001 par value per share (the “Class B Common Stock”), and all of the Earthstone’s existing outstanding Common Stock was automatically converted on a one-for-one basis for Class A Common Stock (the “Recapitalization”).

On May 9, 2017, Bold Energy Holdings, LLC, a Texas limited liability company (“Bold”), received 36,070,828 shares of Class B Common Stock as part of the closing of the Contribution Agreement dated as of November 7, 2016, and as amended on March 21, 2017 (the “Contribution Agreement”), by and among Earthstone, Earthstone Energy Holdings, LLC, a Delaware limited liability company (“EEH”), Lynden USA Inc., a Utah corporation and wholly owned subsidiary of Earthstone (“Lynden”), Lynden USA Operating, LLC, a Texas limited liability company and wholly owned subsidiary of Lynden (“Lynden Sub”), Bold, and Bold Energy III LLC, a Texas limited liability company (“Bold Sub”).

On May 16, 2017, Oak Valley made a pro rata distribution of the securities of Earthstone to all of its members (the “Distribution”). As a result of the Distribution, (i) EnCap Energy Capital Fund VII, L.P., a member of Oak Valley, received 4,611,808 shares of Class A Common Stock, (ii) EnCap Energy Capital Fund VI, L.P., a member of Oak Valley, received 316,937 shares of Class A Common Stock, (iii) EnCap VI-B Acquisitions, L.P., a member of Oak Valley, received 173,486 shares of Class A Common Stock, (iv) EnCap Energy Capital Fund V, L.P., a member of Oak Valley, received 82,782 shares of Class A Common Stock and (v) EnCap V-B Acquisitions, L.P., a member of Oak Valley, received 65,539 shares of Class A Common Stock. Subsequently, on May 19, 2017, Oak Valley was dissolved after filing a certificate of cancellation with the Delaware Secretary of State.

On May 18, 2017, Bold distributed 1,464,034 membership interests of EEH (“EEH Units”) and 1,464,034 shares of Class B Common Stock to certain of its members for no consideration (the “2017 Redemption”).

On June 1, 2018, Bold entered into a Redemption Agreement (the “Redemption Agreement”) with Bold Energy Management III LLC, a Texas limited liability company (“Bold Management”). In connection with the closing of the transactions contemplated by the Redemption Agreement, Bold redeemed all of the Class C Units of Bold held by Bold Management in exchange for the distribution to Bold Management of 650,000 EEH Units and 650,000 shares of Class B Common Stock, and following such redemption Bold canceled all of the outstanding Class C Units of Bold (the foregoing transactions, collectively, the “2018 Redemption” and, together with the 2017 Redemption, the “Bold Redemptions”).

This Amendment is being filed on behalf of the reporting persons (the “Reporting Persons”) identified on the cover pages of this Amendment. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

This Amendment amends and restates Item 1 of the Original Schedule 13D in its entirety as set forth below:

This statement on Schedule 13D (this “Schedule 13D”) relates to the Class A common stock, $0.001 par value per share (the “Class A Common Stock”), of Earthstone Energy, Inc., a Delaware corporation (“Earthstone”). The principal executive offices of Earthstone are located at 1400 Woodloch Forest Drive, Suite 300, The Woodlands, Texas 77380.

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This Amendment amends and restates Item 2 of the Original Schedule 13D in its entirety as set forth below:

This Schedule 13D is being filed by Bold Energy Holdings, LLC, a Texas limited liability company (“Bold”), EnCap Partners GP, LLC, a Delaware limited liability company (“EnCap Partners GP”), EnCap Energy Capital Fund V, L.P. (“EnCap Fund V”), EnCap Energy Capital Fund VI, L.P. (“EnCap Fund VI”), EnCap VI-B Acquisitions, L.P. (“EnCap Fund VI-B”), EnCap V-B Acquisitions, L.P. (“EnCap Fund V-B”), EnCap Energy Capital Fund VII, L.P. (“EnCap Fund VII”), and EnCap Energy Capital Fund IX, L.P., each a Texas limited partnership (“EnCap Fund IX” and, together with EnCap Fund V, EnCap Fund V-B, EnCap Fund VI, EnCap Fund VI-B and EnCap Fund VII, the “EnCap Funds”). Bold, the EnCap Funds and EnCap Partners GP (collectively, the “EnCap Entities”) are sometimes referred to in this Schedule 13D individually as a “Reporting Person” and, collectively, they are referred to herein as the “Reporting Persons.”

The address of the principal office of Bold is 1100 Louisiana Street, Suite 4900, Houston, Texas 77002. The principal business of Bold is its investment in the securities of Earthstone. The principal business of each of the EnCap Funds is investing in securities of energy companies. The principal business of EnCap Partners GP is indirectly managing the EnCap Funds. The address of the principal office of the EnCap Entities (other than Bold) is 1100 Louisiana Street, Suite 4900, Houston, Texas 77002.

Information regarding the executive officers, managers or other control persons of Bold, the EnCap Funds and EnCap Partners GP is set forth on Schedule A, Schedule B and Schedule C, respectively, attached hereto. Schedule A, Schedule B and Schedule C attached hereto set forth the following information as to each such person:

During the last five years, to the best of the Reporting Person’s knowledge, no person named on Schedule A, Schedule B or Schedule C attached hereto, has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

This Amendment amends and restates Item 3 of the Original Schedule 13D in its entirety as set forth below:

See Item 4 below.

The shares of Class B common stock, $0.001 par value per share (the “Class B Common Stock”), of Earthstone to which this Schedule 13D relates were purchased by Bold at the Closing (as defined below) on May 9, 2017 for $36,071. Bold utilized cash for this purchase. No funds were expended in connection with the Bold Redemptions (as such term is defined below).

On June 21, 2016, Oak Valley Resources, LLC (“Oak Valley”) purchased 38,000 shares of common stock, $0.001 par value per share, of Earthstone (“Common Stock”), at the public offering price of $10.50 per share pursuant to a public offering by Earthstone. Oak Valley utilized cash for this purchase. On May 9, 2017, each share of Common Stock was recapitalized into one share of Class A Common Stock in connection with the Closing (as such term is defined below).

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On May 9, 2017, Bold received 36,070,828 shares of Class B Common Stock in connection with the closing of the transactions contemplated by the Contribution Agreement dated as of November 7, 2016, and as amended on March 21, 2017 (the “First Amendment”) (collectively, the “Contribution Agreement”), by and among Earthstone, Earthstone Energy Holdings, LLC, a Delaware limited liability company (“EEH”), Lynden USA Inc., a Utah corporation and wholly owned subsidiary of Earthstone (“Lynden”), Lynden USA Operating, LLC, a Texas limited liability company and wholly owned subsidiary of Lynden (“Lynden Sub”), Bold and Bold Energy III LLC, a Texas limited liability company (“Bold Sub”).

On May 16, 2017, Oak Valley made a pro rata distribution of the securities of Earthstone to all of its members (the “Distribution”). As a result of the Distribution, (i) EnCap Fund VII received 4,611,808 shares of Class A Common Stock, (ii) EnCap Fund VI received 316,937 shares of Class A Common Stock, (iii) EnCap Fund VI-B received 173,486 shares of Class A Common Stock, (iv) EnCap Fund V received 82,782 shares of Class A Common Stock and (v) EnCap Fund V-B received 65,539 shares of Class A Common Stock. No funds were expended in connection with the Distribution.

This Amendment amends and restates Item 4 of the Original Schedule 13D in its entirety as set forth below:

Contribution Agreement

On May 9, 2017, Earthstone closed certain transactions structured in a manner known as an “Up-C” (the “Contribution”) under the Contribution Agreement. Earthstone, Bold and Bold Sub are each affiliates of funds controlled by EnCap Partners GP.

In connection with the closing of the transactions contemplated by the Contribution Agreement (the “Closing”), (i) Earthstone recapitalized its Common Stock into two classes – Class A Common Stock and Class B Common Stock, (ii) all of Earthstone’s existing outstanding Common Stock was converted into Class A Common Stock pursuant to the Third Amended and Restated Certificate of Incorporation of Earthstone, (iii) Bold purchased 36,070,828 shares of Class B Common Stock for nominal consideration, with the Class B Common Stock having no economic rights in Earthstone but having voting rights on a pari passu basis with the Class A Common Stock and (iv) EEH issued 16,423,849 of its membership units (“EEH Units”) to Earthstone and 5,865,328 EEH Units to Lynden, or 22,289,177 EEH Units in the aggregate, and 36,070,828 EEH Units to Bold in exchange for each of Earthstone, Lynden and Bold transferring all of their assets to EEH. Each EEH Unit held by Bold, together with one share of Class B Common Stock issued to Bold, are convertible, at the holders’ election, into Class A Common Stock on a one-for-one basis. Upon the Closing, Earthstone began conducting the combined business activities through EEH, with Earthstone as its sole managing member.

Registration Rights Agreement

At the Closing and as required by the Contribution Agreement, Earthstone entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Bold pursuant to which Earthstone agreed to register, at its cost, with the Securities and Exchange Commission (the “Commission”), the resale of the Class A Common Stock to be issued to holders of EEH Units and Class B Common Stock (such holders, the “Selling Stockholders”) upon the exchange with Earthstone, subject to the terms and conditions set forth therein. Pursuant to the Registration Rights Agreement, Earthstone filed a shelf registration statement on Form S-3 (File No. 333-218277) with the Commission on May 26, 2017 (as amended by Amendment No. 1 thereto filed on October 11, 2017, the “Shelf Registration Statement”), which was declared effective on October 18, 2017. In addition, the Selling Stockholders have (i) the right to demand that Earthstone register shares of their Class A Common Stock for sale in registered underwritten offerings, subject to certain limitations, and (ii) piggyback rights to register the shares of Class A Common Stock held by them in other registered underwritten offerings of equity securities conducted by Earthstone.

Voting Agreement

On May 9, 2017, in connection with the Closing, Earthstone, Bold, Oak Valley and EnCap Investments L.P., a Delaware limited partnership (“EnCap Investments” and collectively with Bold and Oak Valley, the “Stockholders”) entered into a voting agreement (the “Voting Agreement”), pursuant to which EnCap, Oak Valley and Bold agreed not to vote any shares of Class A Common Stock or Class B Common Stock held by them (the

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“Voting Agreement Shares”) in favor of any action, or take any action that would in any way alter the composition of Earthstone’s board of directors from its composition immediately following the Closing as long as the Voting Agreement is in effect. Immediately following the Closing, Earthstone’s board of directors was increased to nine members from eight members, four of which were designated by EnCap Investments, three of which are independent (the “Independent Directors”), and two of which are members of Earthstone’s management, including Earthstone’s Chief Executive Officer (the “Earthstone Designated Directors” and, together with the Independent Directors, the “Non-EnCap Designated Directors”). At any time during the effectiveness of the Voting Agreement during which EnCap Investments’ collective ownership of Earthstone exceeds 50% of the total issued and outstanding voting stock, EnCap Investments may remove and replace one Non-EnCap Designated Director, and his or her successors. Any such removal and replacement will be conducted in accordance with the provisions of the certificate of incorporation and bylaws of Earthstone then in effect. The Voting Agreement terminates on the earlier of (i) May 9, 2022 and (ii) the date upon which EnCap Investments, Oak Valley and Bold collectively own, of record and beneficially, less than 20% of Earthstone’s outstanding voting stock. As of May 16, 2017, Oak Valley did not hold any outstanding voting stock of Earthstone.

Oak Valley Distribution

On May 16, 2017, Oak Valley completed the Distribution. As a result of the Distribution, (i) EnCap Fund VII received 4,611,808 shares of Class A Common Stock, (ii) EnCap Fund VI received 316,937 shares of Class A Common Stock, (iii) EnCap Fund VI-B received 173,486 shares of Class A Common Stock, (iv) EnCap Fund V received 82,782 shares of Class A Common Stock and (v) EnCap Fund V-B received 65,539 shares of Class A Common Stock.

Bold Redemptions

On May 18, 2017, in connection with the Closing and in accordance with the Amended and Restated Limited Liability Company Agreement of Bold, dated as of May 9, 2017, Bold (a) redeemed (i) all of the Class B Units of Bold held by Bold Energy Management III LLC, a Texas limited liability company (“Bold Management”), in exchange for the distribution of 1,246,375 EEH Units and 1,246,375 shares of Class B Common Stock to Bold Management and (ii) all of the Class B Units of Bold held by Bold Energy Management Holdings III LLC, a Texas limited liability company (“Bold Management Holdings”), in exchange for the distribution of 217,929 of EEH Units and 217,929 shares of Class B Common Stock to Bold Management Holdings and (b) following such redemption and distribution, canceled all of the outstanding Class B Units of Bold (the foregoing transactions, collectively, the “2017 Redemption”).

On June 1, 2018, Bold entered into a Redemption Agreement (the “Redemption Agreement”) with Bold Energy Management III LLC, a Texas limited liability company (“Bold Management”). In connection with the closing of the transactions contemplated by the Redemption Agreement, Bold redeemed all of the Class C Units of Bold held by Bold Management in exchange for the distribution to Bold Management of 650,000 EEH Units and 650,000 shares of Class B Common Stock, and following such redemption Bold canceled all of the outstanding Class C Units of Bold (the foregoing transactions, collectively, the “2018 Redemption” and, together with the 2017 Redemption, the “Bold Redemptions”).

The foregoing descriptions of the Contribution Agreement, the First Amendment, the Registration Rights Agreement, the Voting Agreement and the Redemption Agreement do not purport to be complete and are qualified in their entirety by reference to the Contribution Agreement, the Registration Rights Agreement, the Voting Agreement and the Redemption Agreement, which are attached hereto as Exhibit 2.1, Exhibit 2.2, Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, and incorporated herein by reference.

This Amendment amends and restates Item 5 of the Original Schedule 13D in its entirety as set forth below:

(a) The aggregate number and percentage of Class A Common Stock beneficially owned by each Reporting Person is set forth in Items 7, 8, 9, 10, 11 and 13 of the cover pages to this Schedule 13D relating to such Reporting Person and is incorporated by reference herein.

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(b) For purposes of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), EnCap Partners GP, through its direct and indirect ownership of the EnCap Funds may be deemed to share the right to direct the vote or the disposition of the Class A Common Stock, and thus, for the purposes of Rule 13d-3 promulgated under the Exchange Act, may be deemed to beneficially own the Class A Common Stock held by the EnCap Funds. The shares held by the EnCap Funds represent approximately 63.41% of the outstanding shares of Class A Common Stock (a combined total of 61,827,780 shares of Class A Common Stock consisting of (a) 27,871,256 shares of Class A Common Stock outstanding as of April 26, 2018, as reported in the Quarterly Report on Form 10-Q filed by Earthstone with the Commission on May 3, 2018 and (b) 33,956,524 shares of Class B Common Stock held by Bold, assuming that such shares of Class B Common Stock, along with an equivalent number of EEH Units (and no other shares of Class B Common Stock or EEH Units) were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis). Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any shares of Class A Common Stock for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(c) Except as set forth in this Schedule 13D, none of the Reported Persons or, to their knowledge, any of its directors, executive officers or other control persons named on Schedule A, Schedule B, or Schedule C, attached hereto, has effected any transaction in the shares of Class A Common Stock during the past 60 days.

(d) No person other than the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock reported on this Schedule 13D.

(e) On May 16, 2017, Oak Valley ceased to be the beneficial owner of more than five percent of the Class A Common Stock.

This Amendment amends and restates Item 6 of the Original Schedule 13D in its entirety as set forth below:

Other than as described in this Schedule 13D and in the agreements and documents attached as exhibits hereto or incorporated herein by reference, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 or between such persons and any other person with respect to any securities of Earthstone, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, the existence of which would give another person voting or investment power over the securities of Earthstone.

This Amendment amends and restates Item 7 of the Original Schedule 13D in its entirety as set forth below:

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 18, 2018

Bold Energy Holdings, LLC

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Schedule A

CONTROL PERSONS OF BOLD

The name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the general partner and other control persons of Bold are set forth below:

A-1

Schedule B

CONTROL PERSONS OF THE ENCAP FUNDS

The name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the general partner and other control persons of the EnCap Funds are set forth below:

B-1

B-2

Schedule C

CONTROL PERSONS OF ENCAP PARTNERS GP

The name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the general partner and other control persons of EnCap Partners GP are set forth below. Except as indicated below, all members of the Board of Managers of EnCap Partners GP listed below are citizens of the United States.

EnCap Partners GP:

C-1

Exhibit 1.1

JOINT FILING AGREEMENT

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.

Date: June 18, 2018

Exhibit 10.3

Execution Version

REDEMPTION AGREEMENT

This Redemption Agreement (this “Agreement”) is made and entered into effective as of June 1, 2018 by and among Bold Energy Holdings, LLC, a Texas limited liability company (“Bold Holdings”), Bold Energy Management III LLC, a Texas limited liability company (“Bold Management”). Bold Holdings and Bold Management are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”

W I T N E S S E T H

WHEREAS, on the date hereof, the Parties have agreed that Bold Holdings shall redeem and cancel 100,000 Class C Units of Bold Holdings (such number of units representing all of the issued and outstanding Class C Units of Bold Holdings) held by Bold Management (the “Redeemed Interests”) in exchange for the distribution to Bold Management of: (a) 650,000 shares of Class B Common Stock, $0.001 par value (the “Earthstone Class B Shares”), in Earthstone Energy, Inc., a Delaware corporation (“Earthstone”), and (b) 650,000 limited liability company units (the “EEH Units” and together with the Earthstone Class B Shares, the “Consideration”) in Earthstone Energy Holdings, LLC, a Delaware limited liability company (“EEH”), held by Bold Holdings, upon the terms and conditions hereinafter set forth (the “Holdings Redemption”).

NOW, THEREFORE, for and in consideration of the mutual covenants, promises and agreements hereinafter set forth, and for other good and valuable consideration set forth herein below, the Parties hereby agree as follows:

ARTICLE I

REDEMPTION; CLOSING; CERTAIN COVENANTS

Section 1.1 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on the date hereof.

Section 1.2 Redemption. At the Closing, the Parties agree that:

(a) Holdings Redemption. In accordance with, and upon and subject to the terms and conditions of, this Agreement, Bold Holdings shall distribute (i) 650,000 Earthstone Class B Shares and (ii) 650,000 EEH Units to Bold Management in full redemption and cancellation of the Redeemed Interests.

(b) Adequate Consideration. Bold Management acknowledges and agrees that the Consideration received by Bold Management as described above constitutes full and complete redemption of, and adequate consideration for, the Redeemed Interests and for all covenants and agreements being made by Bold Management in this Agreement.

Section 1.3 Intended Tax Treatment. The Parties intend that the transactions described in Section 1.2 be treated for United States federal and applicable state income tax purposes as a distribution of property (other than money) governed by Section 731(a) and Section 731(b) of the Internal Revenue Code, and each party shall make all applicable income tax filings consistent with such treatment.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Each Party hereby represents and warrants to the other Party that the following statements are true and correct as of the Closing, with the exception of Section 2.5 and Section 2.6, which representations and warranties are made only by Bold Management:

Section 2.1 Organization; Authority. Such Party (a) is duly organized, validly existing and in good standing under the laws of the State of Texas as a limited liability company and (b) has the full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder and thereunder.

Section 2.2 Due Execution. This Agreement has been duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery thereof by and on behalf of the other Party, constitutes valid, binding and enforceable obligations of such Party enforceable in accordance with their terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws of general application affecting the rights of creditors in general.

Section 2.3 No Conflict. Neither the execution and delivery of this Agreement, nor the taking of any actions contemplated hereby, will conflict with or result in a breach of any of the provisions of, or constitute a default, event of default or event creating a right of acceleration, termination or cancellation of any obligation under any instrument, note, mortgage, contract, judgment, order, award, decree or other agreement or restriction to which such Party is a party or by which such Party is bound.

Section 2.4 Litigation. There is no claim, cause of action or other litigation or any judicial, administrative or investigative proceedings pending or, to the best of such Party’s knowledge, threatened against such Party that would reasonably be expected to have a material adverse effect on the performance of such Party’s obligations hereunder.

Section 2.5 Redeemed Interests. With respect to Bold Management only:

(a) Prior to giving effect to the transactions contemplated hereby, Bold Management is the record and beneficial owner of the Redeemed Interests.

(b) Upon payment of the Consideration to Bold Management pursuant to Section 1.2, the Redeemed Interests will be free and clear of (i) any lien, hypothecation, pledge, collateral assignment, security interest, charge or encumbrance of any kind, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent (including any agreement to give any of the foregoing) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing, other than, in each case, the restrictions under applicable securities laws and Bold Management’s limited liability company agreement or other governing document and (ii) any purchase option, right of first refusal, right of first offer, call or similar right of a third party, other than, in each case, as set forth in Bold Management’s limited liability company agreement or other governing document. None of the Redeemed Interests is subject to any voting trust or other contract, agreement, arrangement, commitment or understanding, written or oral, restricting or otherwise relating to the voting or disposition of the Redeemed Interests, other than this Agreement and Bold Management’s limited

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liability company agreement or other governing document. Except as contemplated herein, there are no outstanding warrants, options, agreements, convertible or exchangeable securities or other commitments pursuant to which Bold Management is or may become obligated to sell any of the Redeemed Interests.

Section 2.6 Acknowledgement. Bold Management acknowledges that it has made its own analysis of the fairness of the transactions contemplated hereby and has not relied on any advice or recommendation by Bold Holdings, Earthstone, EEH or any of their respective partners, members, stockholders, directors, officers, agents or affiliates with respect to its decision to enter into this Agreement and to consummate the transactions contemplated hereby. Bold Management has the knowledge and experience in financial or business matters such that Bold Management is capable of evaluating the merits and risks of the decision to transfer the Redeemed Interests. Bold Management is an “accredited investor” as that term is defined in Rule 501 promulgated under the Securities Act. In addition, Bold Management has had sufficient opportunity and time to investigate and review the business, management and financial affairs of Earthstone and EEH and the related value of the Consideration, and has had sufficient access to management of Earthstone and EEH, before its decision to enter into this Agreement, and has had the opportunity to consult with all advisers it deems appropriate or necessary to consult with in connection with this Agreement and any action arising hereunder, including legal, tax and accounting advisers. Bold Management acknowledges that, in connection with its entry into this Agreement and consummation of the transactions contemplated hereby, Bold Management has not relied on any representations or warranties of Bold Holdings, Earthstone, EEH, or any partner, member, stockholder, director, officer, affiliate or representative of any of Bold Holdings, Earthstone or EEH, except for those representations or warranties set forth in this Article II.

ARTICLE III

INDEMNIFICATION AND RELEASE

Section 3.1 General Indemnification. Each Party shall indemnify and hold the other Party, and the other Party’s affiliates and their respective directors, members, investors, officers, partners, employees, agents, consultants, representatives, successors and assignees (each an “Indemnified Party”), harmless from and in respect of any and all claims, losses, damages, liabilities and expenses (including, without limitation, settlement costs and any legal or other expenses for investigating or defending any actions or threatened actions) reasonably incurred by such Indemnified Party in connection with each and all of the following:

(a) Any misrepresentation or breach of any representation or warranty made by such Party in or in connection with this Agreement; and

(b) The nonfulfillment or breach of any covenant, agreement or obligation of such Party contained in or contemplated by this Agreement.

Section 3.2 Release. Bold Management, on its own behalf and on behalf of each of its members hereby releases and forever discharges Bold Holdings, and its current and former agents, representatives, officers, directors, employees, partners, members, investors, managers, successors, assigns, and consultants (collectively, the “Released Parties”) from all charges, complaints, claims, suits, judgments, demands, actions, obligations or liabilities, damages, causes of action, rights, costs, loans, debts and expenses (including attorneys’ fees and costs actually incurred), of any nature whatsoever, known, unknown or presently unknowable, contingent or

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absolute that Bold Management ever had, now has, or hereafter can, shall or may have against any of the Released Parties that arise out of or relate to any and all agreements, obligations, facts, conditions or events incurred, existing or occurring on or prior to the date that this Agreement is executed by Bold Management (each a “Released Claim”). Bold Management further agrees not to file or bring any claim, suit, civil action, complaint, arbitration or administrative action in any city, state or federal court or agency or arbitration tribunal with respect to any Released Claim. Bold Management expressly represents that it has not transferred any Released Claim to any third party. Bold Management further represents, acknowledges and agrees that it has been paid all compensation and other sums that each Released Party owes or has owed it as of the date that such it executes this Agreement. Bold Management further acknowledges and agrees that, as of the date hereof and upon the consummation of the Holdings Redemption and the receipt by Bold Management of the Consideration, Bold Management will no longer be a member of Bold Holdings and Bold Management will have no further rights under that certain Amended and Restated Limited Liability Company Agreement of the Company, dated as of May 9, 2017 (the “LLC Agreement”).

ARTICLE IV

MISCELLANEOUS

Section 4.1 Survival of Representations, Warranties and Covenants. The representations, warranties and covenants contained herein shall survive the Closing.

Section 4.2 Notices. All notices, communications and deliveries hereunder shall be made in writing signed by or on behalf of the Party making the same and shall be delivered by registered or certified mail (return receipt requested) or by any national overnight courier service (with postage and other fees prepaid) to the address set forth below such Party’s signature below.

Section 4.3 Expenses. All legal, accounting and other costs and expenses incurred by any Party in connection with this Agreement and the transactions contemplated hereby, including attorneys’ fees, shall be borne by the Party incurring such fees.

Section 4.4 Entire Agreement; Amendment. This Agreement represents the entire agreement among the Parties with respect to the subject matter hereof, and may be amended only by a written instrument signed by each Party.

Section 4.5 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, personal representatives, successors and assigns. This Agreement shall not be assignable by any Party without the prior written consent of the other Party.

Section 4.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Any facsimile or pdf copies hereof or signature hereon shall, for all purposes, be deemed originals.

Section 4.7 Further Assurance. Each Party agrees to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement.

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Section 4.8 Waiver. Any Party’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision, nor prevent such Party thereafter from enforcing each and every other provision of this Agreement. The rights granted to the Parties herein are cumulative and will not constitute a waiver of any Party’s right to assert all other legal remedies available to it under the circumstances.

Section 4.9 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any conflict or choice of law provision that would result in the imposition of another state’s law.

Section 4.10 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties and their respective successors or permitted assigns, and it is not the intention of the Parties to confer any rights upon any third parties.

Section 4.11 Compliance with Terms of Bold Holdings Limited Liability Company Agreement. Each Party acknowledges and agrees that the Holdings Redemption is in accordance with and complies with the terms of the LLC Agreement and hereby waives any claims for breach of the LLC Agreement arising as a result of the Holdings Redemption.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written.

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REDEMPTION AGREEMENT

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REDEMPTION AGREEMENT