Form SC 13D/A EARTHSTONE ENERGY INC Filed by: Warburg Pincus Private Equity (E&P) XI-A, L.P.

Form SC 13D/A EARTHSTONE ENERGY INC Filed by: Warburg Pincus Private Equity (E&P) XI-A, L.P.

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February 23, 2022 4:07 PM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES ACT OF 1933

(Amendment No. 1)

Earthstone Energy, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.001

(Title of Class of Securities)

27032D304

(CUSIP Number)

Robert B. Knauss

Managing Director and General Counsel

c/o Warburg Pincus LLC

450 Lexington Avenue

New York, NY 10017

(212) 878-0600

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

February 15, 2021

(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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page

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).


(1)		Names of Reporting Person Warburg Pincus Private Equity (E&P) XI – A, L.P.
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Delaware


(1)		Names of Reporting Person Warburg Pincus XI (E&P) XI – A, L.P.
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Delaware


(1)		Names of Reporting Person WP IRH Holdings, L.P.
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization United States


(1)		Names of Reporting Person Warburg Pincus XI (E&P) Partners-B IRH, LLC
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Delaware


(1)		Names of Reporting Person Warburg Pincus XI (E&P) Partners-B, L.P.
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Delaware


(1)		Names of Reporting Person Warburg Pincus (E&P) XI, L.P.
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Delaware


(1)		Names of Reporting Person Warburg Pincus (E&P) XI LLC
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Delaware


(1)		Names of Reporting Person Warburg Pincus Partners (E&P) XI LLC
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Delaware


(1)		Names of Reporting Person WP Energy IRH Holdings, L.P.
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Delaware


(1)		Names of Reporting Person WP Energy Partners IRH Holdings, L.P.
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Delaware


(1)		Names of Reporting Person Warburg Pincus Energy (E&P) Partners-B IRH, LLC
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Delaware


(1)		Names of Reporting Person Warburg Pincus Energy (E&P) Partners-B, L.P.
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Delaware


(1)		Names of Reporting Person Warburg Pincus Energy (E&P) Partners – A, L.P.
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Delaware


(1)		Names of Reporting Person Warburg Pincus Energy (E&P) – A, L.P.
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Delaware


(1)		Names of Reporting Person Warburg Pincus Energy (E&P) Partners-B Chisholm, LLC
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Delaware


(1)		Names of Reporting Person WP Energy Chisholm Holdings, L.P.
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Delaware


(1)		Names of Reporting Person WP Energy Partners Chisholm Holdings, L.P.
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Delaware


(1)		Names of Reporting Person Warburg Pincus Private Equity (E&P) XII (A), L.P.
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Delaware


(1)		Names of Reporting Person WP XII Chisholm Holdings, L.P.
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Delaware


(1)		Names of Reporting Person Warburg Pincus XII (E&P) Partners-2 Chisholm, LLC
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Delaware


(1)		Names of Reporting Person Warburg Pincus Private Equity (E&P) XII-D (A), L.P.
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Delaware


(1)		Names of Reporting Person Warburg Pincus Private Equity (E&P) XII-E (A), L.P.
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Delaware


(1)		Names of Reporting Person Warburg Pincus XII (E&P) Partners-1, L.P.
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Delaware


(1)		Names of Reporting Person WP XII (E&P) Partners (A), L.P.
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Delaware


(1)		Names of Reporting Person Warburg Pincus XII (E&P) Partners-2, L.P.
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Delaware


(1)		Names of Reporting Person Warburg Pincus (E&P) XII, L.P.
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Delaware


(1)		Names of Reporting Person Warburg Pincus (E&P) XII LLC
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Delaware


(1)		Names of Reporting Person Warburg Pincus (E&P) Energy GP, L.P.
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Delaware


(1)		Names of Reporting Person Warburg Pincus (E&P) Energy LLC
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Delaware


(1)		Names of Reporting Person Warburg Pincus Partners II (US), L.P.
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization Delaware


(1)		Names of Reporting Person Warburg Pincus & Company US, LLC
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization New York


(1)		Names of Reporting Person Warburg Pincus LLC
(2)		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or Place of Organization New York

Explanatory Note

This Amendment No. 1 to Schedule 13D (the “Amendment”) relates to the shares of Class A Common Stock, par value $0.001 per share (the “Common Stock”), of Earthstone Energy, Inc., a Delaware corporation (the “Issuer”) whose principal executive office is located at 1400 Woodloch Forest Drive, Suite 300, The Woodlands, Texas 77380. This Amendment amends the Schedule 13D (the “Original Schedule 13D” and, as amended, supplemented or restated hereby, the “Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) by certain of the Reporting Persons (as defined below) on January 19, 2021. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D.

Item 2. Identity and Background.

Item 2 of the Original Schedule 13D is hereby amended and restated to read as follows:

The Schedule 13D is being filed by the following entities (each a “Reporting Person” and collectively, the “Reporting Persons”):

Warburg Pincus Private Equity (E&P) XI – A, L.P. (“WP E&P XI A”)

Warburg Pincus XI (E&P) Partners – A, L.P. (“WP XI E&P Partners A”)

WP IRH Holdings, L.P. (“WP IRH Holdings”)

Warburg Pincus XI (E&P) Partners-B IRH, LLC (“WP XI E&P Partners B IRH”)

Warburg Pincus XI (E&P) Partners – B, L.P. (“WP XI E&P Partners B”)

Warburg Pincus (E&P) XI, L.P. (“WP XI E&P GP”)

Warburg Pincus (E&P) XI LLC (“WP XI E&P GP LLC”)

Warburg Pincus Partners (E&P) XI LLC (“WPP E&P XI”)

WP Energy IRH Holdings, L.P. (“WPE IRH Holdings”)

WP Energy Partners IRH Holdings, L.P. (“WPE Partners IRH Holdings”)

Warburg Pincus Energy (E&P) Partners-B IRH, LLC (“WPE E&P Partners B IRH”)

Warburg Pincus Energy (E&P) Partners-B, L.P. (“WPE E&P Partners B”)

Warburg Pincus Energy (E&P) Partners-A, L.P. (“WPE E&P Partners A”)

Warburg Pincus Energy (E&P)-A, L.P. (“WPE E&P A”)

Warburg Pincus Energy (E&P) Partners-B Chisholm, LLC (“WPE E&P Partners B Chisholm”)

WP Energy Chisholm Holdings, L.P. (“WPE Chisholm Holdings”)

WP Energy Partners Chisholm Holdings, L.P. (“WPEP Chisholm Holdings”)

Warburg Pincus Private Equity (E&P) XII (A), L.P. (“WP PE E&P XII”)

WP XII Chisholm Holdings, L.P. (“WP XII Chisholm Holdings”)

Warburg Pincus XII (E&P) Partners-2 Chisholm, LLC (“WP XII E&P Partners 2 Chisholm”)

Warburg Pincus Private Equity (E&P) XII-D (A), L.P. (“WP PE E&P XII D”)

Warburg Pincus Private Equity (E&P) XII-E (A), L.P. (“WP PE E&P XII E”)

Warburg Pincus XII (E&P) Partners-1, L.P. (“WP XII E&P Partners 1”)

WP XII (E&P) Partners (A), L.P. (“WP XII E&P Partners A”)

Warburg Pincus XII (E&P) Partners-2, L.P. (“WP XII E&P Partners 2”)

Warburg Pincus (E&P) XII, L.P. (“WP E&P XII”)

Warburg Pincus (E&P) XII LLC (“WP E&P XII LLC”)

Warburg Pincus (E&P) Energy GP, L.P. (“WPE E&P GP”)

Warburg Pincus (E&P) Energy LLC (“WPE E&P GP LLC”)

Warburg Pincus Partners II (US), L.P. (“WPP II US”)

Warburg Pincus & Company US, LLC (“WP & Co. US LLC”)

Warburg Pincus LLC (“WP LLC”)

Each of the Reporting Persons, except for WP & Co. US LLC and WP LLC, is organized under the laws of the state of Delaware. WP & Co. US LLC and WP LLC are organized under the laws of the state of New York.

The general partners and members (collectively, the “Related Persons”) of Warburg Pincus & Co. and WP LLC, respectively, are set forth in Schedule I to the Original Schedule 13D, including each Related Person’s present principal occupation, which is incorporated herein by reference. Except as otherwise set forth in Schedule I to the Original Schedule 13D, the principal business addresses of the Related Persons is c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, New York 10017.

By virtue of the agreements made pursuant to the A&R Voting Agreement (as defined below), the Reporting Persons and EnCap Investments L.P. may be deemed to constitute a group for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Shares beneficially owned by EnCap Investments L.P. and its affiliates are not the subject of this Schedule 13D. For a description of the relationship between the Reporting Persons and EnCap Investments L.P., see Item 4 below.

The principal business address of each of the Reporting Persons is c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, New York 10017. The Reporting Persons are principally engaged in the business of investing in securities, including securities of the Issuer.

During the last five years, none of the Reporting Persons nor any Related Person (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a 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.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Original Schedule 13D is hereby amended and supplemented to add the following:

On February 15, 2022 (the “Chisholm Closing Date”), the Issuer consummated the transactions contemplated by that certain purchase and sale agreement, dated as of December 15, 2021 (the “Chisholm Purchase Agreement”), by and among the Issuer, Earthstone Energy Holdings, LLC, a subsidiary of the Issuer (“EEH”), Chisholm Energy Operating, LLC (“Chisholm”), and Chisholm Energy Agent, Inc., pursuant to which the Issuer acquired certain interests in oil and gas leases and related property of Chisholm for aggregate consideration of $410 million in cash and 19,417,476 shares of newly issued Common Stock.

Immediately following the closing, the Chisholm Holders (as defined below) received an aggregate of 13,151,846 shares of Common Stock pursuant to a pro-rata distribution in-kind for no consideration that was or will be made pro rata to all members of Chisholm Energy Holdings, LLC, the managing member of Chisholm. Such securities include an aggregate of 3,008,485 shares of Common Stock (“Escrow Shares”) placed in escrow for indemnification claims and held for the benefit of the Chisholm Holders.

Item 4. Purpose of Transaction.

Item 4 of the Original Schedule 13D is hereby amended and supplemented to add the following:

A&R Voting Agreement

In connection with the Chisholm Purchase Agreement, the Issuer, certain of the Reporting Persons and EnCap Investments L.P. entered into an amended and restated voting agreement (the “A&R Voting Agreement”), which amended and restated the Voting Agreement. The A&R Voting Agreement provides the Reporting Persons the same right to appoint one director to the Issuer’s Board as provided under the Voting Agreement, and does not modify the obligations of the Reporting Persons and EnCap Investments L.P. to vote all of their shares of Common Stock for the Board’s nominees for election as directors at any meeting of the Issuer’s shareholders. The A&R Voting Agreement will terminate upon the earliest to occur of: (a) the first date on which the Reporting Persons and their respective permitted transferees collectively beneficially own less than 8% of the Issuer’s outstanding Common Stock, (b) the first date on which the Reporting Persons and their respective permitted transferees collectively beneficially own less than 10% of the Issuer’s outstanding Common Stock as a result of a sale by the Reporting Persons (other than affiliate transfers) and (c) the date on which the Reporting Persons and their respective permitted transferees deliver written notice to the other parties terminating the A&R Voting Agreement.

Chisholm Registration Rights Agreement

In connection with the Purchase Agreement, the Issuer entered into a registration rights agreement (the “Chisholm Registration Rights Agreement”) with Chisholm and certain of the Reporting Persons pursuant to which the Issuer granted shelf registration rights and piggyback registration rights to such stockholders, for the resale under the Securities Act of 1933, as amended, of the Common Stock held by them, subject to certain conditions set forth therein.

Chisholm Lock-Up Agreement

In connection with the Chisholm Purchase Agreement, certain of the Reporting Persons entered into a lock-up agreement (the “Chisholm Lock-Up Agreement”) with the Issuer providing that such Reporting Persons will not transfer any of the shares received pursuant to the Chisholm Purchase Agreement for a period of 120 days after the Chisholm Closing Date, subject to certain exceptions.

Escrow Agreement

In connection with the Chisholm Purchase Agreement, the Issuer, EEH, Chisholm and Direct Transfer, LLC, the Issuer’s transfer agent, entered into an escrow agreement (the “Escrow Agreement”) pursuant to which the Escrow Shares were placed in escrow for any amounts due by Chisholm to the Issuer pursuant to the indemnification provisions in the Chisholm Purchase Agreement. Subject to customary holdbacks for any pending indemnification claims, 50% of the remaining Escrow Shares will be disbursed on August 15, 2022 and the remainder on February 15, 2023.

The foregoing descriptions of the A&R Voting Agreement, the Chisholm Registration Rights Agreement, the Chisholm Lock-Up Agreement and the Escrow Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, each of which is attached as an exhibit to the Schedule 13D and is incorporated herein by reference.

The last three paragraphs of Item 4 of the Original Schedule 13D set forth under the heading “General” are hereby amended and restated as follows:

The Reporting Persons acquired the securities described in this Schedule 13D in connection with the closings of the Purchase Agreement and the Chisholm Purchase Agreement and intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.

Subject to the Chisholm Lock-Up Agreement, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, subject to the terms of the A&R Voting Agreement, the Reporting Persons may engage in discussions with management, the Board, and stockholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Common Stock; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the Board.

Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Original Schedule 13D is hereby amended and restated to read as follows:

(a) – (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 72,887,209 shares of Common Stock outstanding as of February 15, 2022, consisting of (i) 53,469,733 shares of Common Stock outstanding as of January 10, 2022, based on the Issuer’s definitive information statement on Schedule 14(c) filed with the Securities and Exchange Commission on January 25, 2022, and (ii) 19,417,476 shares of Common Stock newly issued in connection with the Purchase Agreement:


Reporting Person	Amount beneficially owned		Percent of class			Sole power to vote or to direct the vote		Shared power to vote or to direct the vote		Sole power to dispose or to direct the disposition		Shared power to dispose or to direct the disposition
Warburg Pincus Private Equity (E&P) XI – A, L.P.		2,123,393		2.9	%		0		2,123,393		0		2,123,393
Warburg Pincus XI (E&P) Partners – A, L.P.		163,270		0.2	%		0		163,270		0		163,270
WP IRH Holdings, L.P.		2,068,675		2.8	%		0		2,068,675		0		2,068,675
Warburg Pincus XI (E&P) Partners-B IRH, LLC		57,365		0.1	%		0		57,365		0		57,365
Warburg Pincus XI (E&P) Partners – B, L.P.		57,365		0.1	%		0		57,365		0		57,365
Warburg Pincus (E&P) XI, L.P.		4,412,703		6.1	%		0		4,412,703		0		4,412,703
Warburg Pincus (E&P) XI LLC		4,412,703		6.1	%		0		4,412,703		0		4,412,703
Warburg Pincus Partners (E&P) XI LLC		4,412,703		6.1	%		0		4,412,703		0		4,412,703
WP Energy IRH Holdings, L.P.		3,179,794		4.4	%		0		3,179,794		0		3,179,794
WP Energy Partners IRH Holdings, L.P.		260,350		0.4	%		0		260,350		0		260,350
Warburg Pincus Energy (E&P) Partners-B IRH, LLC		101,492		0.1	%		0		101,492		0		101,492
Warburg Pincus Energy (E&P) Partners-B, L.P.		177,115		0.2	%		0		177,115		0		177,115
Warburg Pincus Energy (E&P) Partners-A, L.P.		525,185		0.7	%		0		525,185		0		525,185
Warburg Pincus Energy (E&P)-A, L.P.		8,695,591		11.9	%		0		8,695,591		0		8,695,591
Warburg Pincus Energy (E&P) Partners-B Chisholm, LLC		75,623		0.1	%		0		75,623		0		75,623
WP Energy Chisholm Holdings, L.P.		2,369,305		3.3	%		0		2,369,305		0		2,369,305
WP Energy Partners Chisholm Holdings, L.P.		193,990		0.3	%		0		193,990		0		193,990
Warburg Pincus Private Equity (E&P) XII (A), L.P.		2,403,171		3.3	%		0		2,403,171		0		2,403,171
WP XII Chisholm Holdings, L.P.		3,428,621		4.7	%		0		3,428,621		0		3,428,621
Warburg Pincus XII (E&P) Partners-2 Chisholm, LLC		37,614		0.1	%		0		37,614		0		37,614
Warburg Pincus Private Equity (E&P) XII-D (A), L.P.		57,671		0.1	%		0		57,671		0		57,671
Warburg Pincus Private Equity (E&P) XII-E (A), L.P.		87,262		0.1	%		0		87,262		0		87,262
Warburg Pincus XII (E&P) Partners-1, L.P.		404,419		0.6	%		0		404,419		0		404,419
WP XII (E&P) Partners (A), L.P.		157,165		0.2	%		0		157,165		0		157,165
Warburg Pincus XII (E&P) Partners-2, L.P.		37,614		0.1	%		0		37,614		0		37,614
Warburg Pincus (E&P) XII, L.P.		6,575,923		9.0	%		0		6,575,923		0		6,575,923
Warburg Pincus (E&P) XII LLC		6,575,923		9.0	%		0		6,575,923		0		6,575,923
Warburg Pincus (E&P) Energy GP, L.P.		15,401,330		21.1	%		0		15,401,330		0		15,401,330
Warburg Pincus (E&P) Energy LLC		15,401,330		21.1	%		0		15,401,330		0		15,401,330
Warburg Pincus Partners II (US), L.P.		26,389,956		36.2	%		0		26,389,956		0		26,389,956
Warburg Pincus & Company US, LLC		26,389,956		36.2	%		0		26,389,956		0		26,389,956
Warburg Pincus LLC		14,851,607		20.4	%		0		14,851,607		0		14,851,607

*	Less than 0.1%

WP E&P XI A is the record holder of 2,123,393 shares of Common Stock. WP XI E&P Partners A is the record holder of 163,270 shares of Common Stock. WP IRH Holdings is the record holder of 2,068,675 shares of Common Stock. WP XI E&P Partners B IRH is the record holder of 57,365 shares of Common Stock. WPE IRH Holdings is the record holder of 3,179,794 shares of Common Stock. WPE Partners IRH Holdings is the record holder of 260,350 shares of Common Stock. WPE E&P Partners B IRH is the record holder of 101,492 shares of Common Stock.

525,185 shares of Common Stock (including 51,295 Escrow Shares) are held of record by, or for the benefit of, WPE E&P Partners A. 8,695,591 shares of Common Stock (including 849,295 Escrow Shares) are held of record by, or for the benefit of, WPE E&P A. 2,369,305 shares of Common Stock (including 541,979 Escrow Shares) are held of record

by, or for the benefit of, WPE Chisholm Holdings. 193,990 shares of Common Stock (including 44,375 Escrow Shares) held of record by, or for the benefit of, WPEP Chisholm Holdings. 75,623 shares of Common Stock (including 17,299 Escrow Shares) are held of record by, or for the benefit of, WPE E&P Partners B Chisholm. 2,403,171 shares of Common Stock (including 549,725 Escrow Shares) are held of record by, or for the benefit of, WP PE E&P XII. 3,428,621 shares of Common Stock (including 784,298 Escrow Shares) are held of record by, or for the benefit of, WP XII Chisholm Holdings. 37,614 shares of Common Stock (including 8,604 Escrow Shares) are held of record by, or for the benefit of, WP XII E&P Partners 2 Chisholm. 57,671 shares of Common Stock (including 13,192 Escrow Shares) are held of record by, or for the benefit of, WP PE E&P XII D. 87,262 shares of Common Stock (including 19,961 Escrow Shares) are held of record by, or for the benefit of, WP PE E&P XII E. 157,165 shares of Common Stock (including 35,951 Escrow Shares) are held of record by, or for the benefit of, WP XII E&P Partners A. 404,419 shares of Common Stock (including 92,511 Escrow Shares) are held of record by, or for the benefit of, WP XII E&P Partners 1. The Reporting Persons named in this paragraph are referred to collectively herein as the “Chisholm Holders.”

WP XI E&P Partners B is the general partner of WP XI E&P Partners B IRH. WP XI E&P GP is the general partner of WP E&P XI A, WP XI E&P Partners A, WP IRH Holdings, and WP XI E&P Partners B. WP XI E&P GP LLC is the general partner of WP XI E&P GP. WPP E&P XI is the managing member of WP XI E&P GP LLC.

WPE E&P Partners B is the managing member of WPE E&P Partners B Chisholm and the general partner of WPE E&P Partners B IRH. WP E&P GP is the general partner of WPE E&P A, WPE E&P Partners A, WPE E&P Partners B, WPE IRH Holdings, WPE Partners IRH Holdings, WPE Chisholm Holdings and WPEP Chisholm Holdings. WPE E&P Energy LLC is the general partner of WP E&P Energy GP.

WP XII E&P Partners 2 is the managing member of WP XII E&P Partners 2 Chisholm. WP E&P XII is the general partner of WP XII E&P Partners 2, WP PE E&P XII, WP XII Chisholm Holdings, WP PE E&P XII D, WP PE E&P XII E, WP XII E&P Partners A and WP XII E&P Partners 1. WP E&P XII LLC is the general partner of WP E&P XII.

WPP II US is the managing member of WPP E&P XI, WP E&P XII LLC and WPE E&P Energy LLC. WP & Co. US LLC is the general partner of WPP II US. WP LLC is a registered investment adviser, and the manager of WP PE E&P XII, WP PE E&P XII D, WP PE E&P XII E, WP XII E&P Partners 1, WP XII E&P Partners A, WP E&P XI A, WP XI E&P Partners A, WP XI E&P Partners B, WPE E&P Partners A, WPE E&P Partners B and WPE E&P (collectively, the “Managed Entities”).

As such, each of WP XI E&P GP, WP XI E&P GP LLC and WPP E&P XI may be deemed to share beneficial ownership of the shares held of record by each of WP E&P XI A, WP XI E&P Partners A, WP IRH Holdings, WP XI E&P Partners B IRH and WP XI E&P Partners B. WP XI E&P Partners B may be deemed to share beneficial ownership of the shares held of record by WP XI E&P Partners B IRH.

Each of WPE E&P GP, WPE E&P GP LLC, WPP II US and WP & Co. US LLC may be deemed to share beneficial ownership of the shares held of record by, or for the benefit of, each of WPE E&P A, WPE E&P Partners A, WPE E&P Partners B, WPE IRH Holdings, WPE Partners IRH Holdings, WPE Chisholm Holdings and WPEP Chisholm Holdings.

Each of WP E&P XII LLC and WP E&P XII may be deemed to share beneficial ownership of the shares held of record by, or for the benefit of, each of WP XII E&P Partners 2 Chisholm, WP PE E&P XII, WP XII Chisholm Holdings, WP PE E&P XII D, WP PE E&P XII E, WP XII E&P Partners A and WP XII E&P Partners 1. WP XII E&P Partners 2 may be deemed to share beneficial ownership of the shares held of record by, or for the benefit of, WP XII E&P Partners 2 Chisholm.

WPE E&P Partners B may be deemed to share beneficial ownership of the shares held of record by, or for the benefit of, WPE E&P Partners B IRH and WPE E&P Partners B Chisholm.

Each of WPP II US and WP & Co. US LLC may be deemed to share beneficial ownership of the shares held of record by, or for the benefit of, the Reporting Persons. WP & Co. US LLC may be deemed to share beneficial ownership of the shares held of record by, or for the benefit of, each of the Managed Entities.

Each of such Reporting Persons disclaims any such beneficial ownership.

In addition, as discussed in Item 2 above, by virtue of the agreements made pursuant to the Voting Agreement, the Reporting Persons and EnCap Investments L.P. may be deemed to constitute a group for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). In the aggregate, such group would beneficially own 67,261,288 shares of Common Stock, representing 63.0% of the outstanding Common Stock as of February 15, 2022 (calculated on the basis of an assumed combined total of 106,843,751 shares of Common Stock outstanding, consisting of (i) 53,469,733 shares of Common Stock outstanding as of January 10, 2022, (ii) 19,417,476 shares of Common Stock newly issued in connection with the Purchase Agreement, and (iii) 33,956,524 shares of the Issuer’s Class B common stock, $0.001 par value per share (“Class B Common Stock”) held by the EnCap entities, assuming that all of such shares of Class B Common Stock, along with an equivalent number of membership units of EEH, were exchanged for newly issued shares of Common Stock on a one-for- one basis).

The Reporting Persons expressly disclaim any beneficial ownership of shares of Common Stock beneficially owned by EnCap Investments L.P. and its affiliates and such shares are not the subject of this Schedule 13D.

(c) Except as set forth in Items 3 and 4 above, during the past 60 days none of the Reporting Persons or Related Persons has effected any transactions in the Common Stock.

(d) None.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Original Schedule 13D is hereby amended and restated to read as follows:

Item 4 above summarizes certain provisions of the Voting Agreement, Registration Rights Agreement, Lock-Up Agreement, A&R Voting Agreement, Chisholm Registration Rights Agreement, Chisholm Lock-Up Agreement and Escrow Agreement and is incorporated herein by reference. A copy of each of these agreements is attached as an exhibit to this Schedule 13D, and is incorporated herein by reference.

Except as set forth herein, none of the Reporting Persons nor any of the Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Materials to be Filed as Exhibits.

Item 7 of the Original Schedule 13D is hereby amended and restated to read as follows:


Exhibit Number		Description

1		Joint Filing Agreement.

2		Voting Agreement, dated January 7, 2021, by and among Earthstone Energy, Inc., EnCap Investments L.P., Warburg Pincus Private Equity (E&P) XI – A, L.P., Warburg Pincus XI (E&P) Partners – A, L.P., WP IRH Holdings, L.P., Warburg Pincus XI (E&P) Partners – B IRH, LLC, Warburg Pincus Energy (E&P)-A, LP, Warburg Pincus Energy (E&P) Partners-A, LP, Warburg Pincus Energy (E&P) Partners-B IRH, LLC, WP Energy Partners IRH Holdings, L.P., and WP Energy IRH Holdings, L.P. (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed on January 13, 2021).


3		Registration Rights Agreement, dated January 7, 2021, by and among Earthstone Energy, Inc., Independence Resources Holdings, LLC and the Persons identified on Schedule I thereto (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on January 13, 2021).

4		Lock-Up Agreement, dated January 7, 2021, by and among Earthstone Energy, Inc., Warburg Pincus Private Equity (E&P) XI – A, L.P., Warburg Pincus XI (E&P) Partners – A, L.P., WP IRH Holdings, L.P., Warburg Pincus XI (E&P) Partners – B IRH, LLC, Warburg Pincus Energy (E&P)-A, LP, Warburg Pincus Energy (E&P) Partners-A, LP, Warburg Pincus Energy (E&P) Partners-B IRH, LLC, WP Energy Partners IRH Holdings, L.P., and WP Energy IRH Holdings, L.P. (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed on January 13, 2021).

5		Purchase and Sale Agreement dated December 15, 2021, by and between Chisholm Energy Operating, LLC and Chisholm Energy Agent, Inc., as Seller, and Earthstone Energy, Inc. and Earthstone Energy Holdings, LLC, as Buyer (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed on December 17, 2021).

6		Amended and Restated Voting Agreement, dated February 15, 2022, by and among Earthstone Energy, Inc., EnCap Investments L.P., Warburg Pincus Private Equity (E&P) XI – A, L.P., Warburg Pincus XI (E&P) Partners – A, L.P., WP IRH Holdings, L.P., Warburg Pincus XI (E&P) Partners – B IRH, LLC, Warburg Pincus Energy (E&P)-A, LP, Warburg Pincus Energy (E&P) Partners-A, LP, Warburg Pincus Energy (E&P) Partners-B IRH, LLC, WP Energy Partners IRH Holdings, L.P., WP Energy IRH Holdings, L.P., Warburg Pincus Energy (E&P) Partners-B Chisholm, LLC, WP Energy Chisholm Holdings, L.P., WP Energy Partners Chisholm Holdings, L.P., Warburg Pincus Private Equity (E&P) XII (A), L.P., WP XII Chisholm Holdings, L.P., Warburg Pincus XII (E&P) Partners-2 Chisholm, LLC, Warburg Pincus Private Equity (E&P) XII-D (A), L.P., Warburg Pincus Private Equity (E&P) XII-E (A), L.P., Warburg Pincus XII (E&P) Partners-1, L.P., and WP XII (E&P) Partners (A), L.P. (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed on February 18, 2022).

7		Registration Rights Agreement, dated February 15, 2022, by and among Earthstone Energy, Inc., Chisholm Energy Operating, LLC and the Persons identified on Schedule I thereto (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on February 18, 2022).

8		Lock-Up Agreement, dated February 15, 2022, by and among Earthstone Energy, Inc., Chisholm Energy Operating, LLC, Warburg Pincus Energy (E&P) Partners-A, L.P., Warburg Pincus Energy (E&P)-A, L.P., Warburg Pincus Energy (E&P) Partners-B Chisholm, LLC, WP Energy Chisholm Holdings, L.P., WP Energy Partners Chisholm Holdings, L.P., Warburg Pincus Private Equity (E&P) XII (A), L.P., WP XII Chisholm Holdings, L.P., Warburg Pincus XII (E&P) Partners-2 Chisholm, LLC, Warburg Pincus Private Equity (E&P) XII-D (A), L.P., Warburg Pincus Private Equity (E&P) XII-E (A), L.P., Warburg Pincus XII (E&P) Partners-1, L.P., and WP XII (E&P) Partners (A), L.P., (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed on February 18, 2022).

9		Escrow Agreement, dated February 15, 2022, by and among Earthstone Energy, Inc., Earthstone Energy Holdings, LLC, Chisholm Energy Operating, LLC, and Direct Transfer, LLC.

SIGNATURES

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: February 23, 2022


Warburg Pincus Private Equity (E&P) XI – A, L.P.

By:		Warburg Pincus (E&P) XI, L.P., its general partner
By:		Warburg Pincus (E&P) XI LLC, its general partner
By:		Warburg Pincus Partners (E&P) XI LLC, its sole
		member
By:		Warburg Pincus Partners II (US), L.P., its managing
		member
By:		Warburg Pincus & Company US, LLC, its general
		partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

Warburg Pincus XI (E&P) Partners – A, L.P.

By:		Warburg Pincus (E&P) XI, L.P., its general partner
By:		Warburg Pincus (E&P) XI LLC, its general partner
By:		Warburg Pincus Partners (E&P) XI LLC, its sole
		member
By:		Warburg Pincus Partners II (US), L.P., its managing
		member
By:		Warburg Pincus & Company US, LLC, its general
		partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory


WP IRH Holdings, L.P.

By:		Warburg Pincus (E&P) XI, L.P., its general partner
By:		Warburg Pincus (E&P) XI LLC, its general partner
By:		Warburg Pincus Partners (E&P) XI LLC, its sole
		member
By:		Warburg Pincus Partners II (US), L.P., its managing
		member
By:		Warburg Pincus & Company US, LLC, its general
		partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

Warburg Pincus XI (E&P) Partners-B IRH, LLC

By:		Warburg Pincus XI (E&P) Partners – B, L.P., its
		managing member
By:		Warburg Pincus (E&P) XI, L.P., its general partner
By:		Warburg Pincus (E&P) XI LLC, its general partner
By:		Warburg Pincus Partners (E&P) XI LLC, its sole
		member
By:		Warburg Pincus Partners II (US), L.P., its managing
		member
By:		Warburg Pincus & Company US, LLC, its general
		partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

Warburg Pincus XI (E&P) Partners – B, L.P.

By:		Warburg Pincus (E&P) XI, L.P., its general partner
By:		Warburg Pincus (E&P) XI LLC, its general partner
By:		Warburg Pincus Partners (E&P) XI LLC, its sole
		member
By:		Warburg Pincus Partners II (US), L.P., its managing
		member
By:		Warburg Pincus & Company US, LLC, its general
		partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory


Warburg Pincus (E&P) XI LLC

By:		Warburg Pincus Partners (E&P) XI LLC, its sole
		member
By:		Warburg Pincus Partners II (US), L.P., its managing
		member
By:		Warburg Pincus & Company US, LLC, its general
		partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

Warburg Pincus Partners (E&P) XI LLC

By:		Warburg Pincus Partners II (US), L.P., its managing
		member
By:		Warburg Pincus & Company US, LLC, its general
		partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

WP Energy IRH Holdings, L.P.

By:		Warburg Pincus (E&P) Energy GP, L.P., its general
		partner
By:		Warburg Pincus (E&P) Energy LLC, its general
		partner
By:		Warburg Pincus Partners II (US), L.P., its managing
		member
By:		Warburg Pincus & Company US, LLC, its general
		partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory


WP Energy Partners IRH Holdings, L.P.

By:		Warburg Pincus (E&P) Energy GP, L.P., its general
		partner
By:		Warburg Pincus (E&P) Energy LLC, its general
		partner
By:		Warburg Pincus Partners II (US), L.P., its managing
		member
By:		Warburg Pincus & Company US, LLC, its general
		partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

Warburg Pincus Energy (E&P) Partners-B IRH, LLC

By:		Warburg Pincus Energy (E&P) Partners-B, L.P., its
		managing member
By:		Warburg Pincus (E&P) Energy GP, L.P., its general
		partner
By:		Warburg Pincus (E&P) Energy LLC, its general
		partner
By:		Warburg Pincus Partners II (US), L.P., its managing
		member
By:		Warburg Pincus & Company US, LLC, its general
		partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

Warburg Pincus Energy (E&P) Partners-B, L.P.

By:		Warburg Pincus (E&P) Energy GP, L.P., its general
		partner
By:		Warburg Pincus (E&P) Energy LLC, its general
		partner
By:		Warburg Pincus Partners II (US), L.P., its managing
		member
By:		Warburg Pincus & Company US, LLC, its general
		partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory


Warburg Pincus Energy (E&P) Partners-A, L.P.

By:		Pincus (E&P) Energy GP, L.P., its general partner
By:		Warburg Pincus (E&P) Energy LLC, its general
		partner
By:		Warburg Pincus Partners II (US), L.P., its managing
		member
By:		Warburg Pincus & Company US, LLC, its general
		partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

Warburg Pincus Energy (E&P)-A, L.P.

By:		Warburg Pincus (E&P) Energy GP, L.P., its general
		partner
By:		Warburg Pincus (E&P) Energy LLC, its general
		partner
By:		Warburg Pincus Partners II (US), L.P., its managing
		member
By:		Warburg Pincus & Company US, LLC, its general
		partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

WARBURG PINCUS (E&P) XII, L.P.

By:		Warburg Pincus (E&P) XII LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing
		member
By:		Warburg Pincus & Company US, LLC, its general
		partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory


WARBURG PINCUS (E&P) XII LLC

By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name: Harsha Marti
Title: Authorized Signatory

WARBURG PINCUS ENERGY (E&P) PARTNERS-B CHISHOLM, LLC

By:		Warburg Pincus Energy (E&P) Partners-B, L.P.,
		its managing member
By:		Warburg Pincus (E&P) Energy GP, L.P., its
		general partner
By:		Warburg Pincus (E&P) Energy LLC, its general
		partner
By:		Warburg Pincus Partners II (US), L.P., its
		managing member
By:		Warburg Pincus & Company US, LLC, its
		general partner

By:		/s/ Harsha Marti
Name: Harsha Marti
Title: Authorized Signatory

WP ENERGY CHISHOLM HOLDINGS, L.P.

By:		Warburg Pincus (E&P) Energy GP, L.P., its general partner
By:		Warburg Pincus (E&P) Energy LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name: Harsha Marti
Title: Authorized Signatory


WP ENERGY PARTNERS CHISHOLM HOLDINGS, L.P.

By:		Warburg Pincus (E&P) Energy GP, L.P., its general partner
By:		Warburg Pincus (E&P) Energy LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name: Harsha Marti
Title: Authorized Signatory

WARBURG PINCUS PRIVATE EQUITY (E&P) XII (A), L.P.

By:		Warburg Pincus (E&P) XII, L.P., its general partner
By:		Warburg Pincus (E&P) XII LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name: Harsha Marti
Title: Authorized Signatory

WP XII CHISHOLM HOLDINGS, L.P.

By:		Warburg Pincus (E&P) XII, L.P., its general partner
By:		Warburg Pincus (E&P) XII LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name: Harsha Marti
Title: Authorized Signatory


WARBURG PINCUS XII (E&P) PARTNERS-2 CHISHOLM, LLC

By:		Warburg Pincus XII (E&P) Partners-2, L.P., its managing member
By:		Warburg Pincus (E&P) XII, L.P., its general partner
By:		Warburg Pincus (E&P) XII LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name: Harsha Marti
Title: Authorized Signatory

WARBURG PINCUS PRIVATE EQUITY (E&P) XII-D (A), L.P.

By:		Warburg Pincus (E&P) XII, L.P., its general partner
By:		Warburg Pincus (E&P) XII LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name: Harsha Marti
Title: Authorized Signatory


WARBURG PINCUS PRIVATE EQUITY (E&P) XII-E (A), L.P.

By:		Warburg Pincus (E&P) XII, L.P., its general partner
By:		Warburg Pincus (E&P) XII LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name: Harsha Marti
Title: Authorized Signatory

WP XII (E&P) PARTNERS (A), L.P.

By:		Warburg Pincus (E&P) XII, L.P., its general partner
By:		Warburg Pincus (E&P) XII LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name: Harsha Marti
Title: Authorized Signatory


WARBURG PINCUS XII (E&P) PARTNERS-1, L.P.

By:		Warburg Pincus (E&P) XII, L.P., its general partner
By:		Warburg Pincus (E&P) XII LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name: Harsha Marti
Title: Authorized Signatory

WARBURG PINCUS XII (E&P) PARTNERS-2, L.P.

By:		Warburg Pincus (E&P) XII, L.P., its general partner
By:		Warburg Pincus (E&P) XII LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name: Harsha Marti
Title: Authorized Signatory

WARBURG PINCUS (E&P) ENERGY GP, L.P.

By:		Warburg Pincus (E&P) Energy LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name: Harsha Marti
Title:		Authorized Signatory


WARBURG PINCUS (E&P) ENERGY LLC

By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

WARBURG PINCUS PARTNERS II (US), L.P.

By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

WARBURG PINCUS & COMPANY US, LLC

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

WARBURG PINCUS LLC

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 23^rd day of February, 2022.


Warburg Pincus Private Equity (E&P) XI – A, L.P.

By:		Warburg Pincus (E&P) XI, L.P., its general partner
By:		Warburg Pincus (E&P) XI LLC, its general partner
By:		Warburg Pincus Partners (E&P) XI LLC, its sole member
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

Warburg Pincus XI (E&P) Partners – A, L.P.

By:		Warburg Pincus (E&P) XI, L.P., its general partner
By:		Warburg Pincus (E&P) XI LLC, its general partner
By:		Warburg Pincus Partners (E&P) XI LLC, its sole member
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory


WP IRH Holdings, L.P.

By:		Warburg Pincus (E&P) XI, L.P., its general partner
By:		Warburg Pincus (E&P) XI LLC, its general partner
By:		Warburg Pincus Partners (E&P) XI LLC, its sole member
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

Warburg Pincus XI (E&P) Partners-B IRH, LLC

By:		Warburg Pincus XI (E&P) Partners – B, L.P., its managing member
By:		Warburg Pincus (E&P) XI, L.P., its general partner
By:		Warburg Pincus (E&P) XI LLC, its general partner
By:		Warburg Pincus Partners (E&P) XI LLC, its sole member
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

Warburg Pincus XI (E&P) Partners – B, L.P.

By:		Warburg Pincus (E&P) XI, L.P., its general partner
By:		Warburg Pincus (E&P) XI LLC, its general partner
By:		Warburg Pincus Partners (E&P) XI LLC, its sole member
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory


Warburg Pincus (E&P) XI LLC

By:		Warburg Pincus Partners (E&P) XI LLC, its sole member
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

Warburg Pincus Partners (E&P) XI LLC

By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

WP Energy IRH Holdings, L.P.

By:		Warburg Pincus (E&P) Energy GP, L.P., its general partner
By:		Warburg Pincus (E&P) Energy LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory


WP Energy Partners IRH Holdings, L.P.

By:		Warburg Pincus (E&P) Energy GP, L.P., its general partner
By:		Warburg Pincus (E&P) Energy LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

Warburg Pincus Energy (E&P) Partners-B IRH, LLC

By:		Warburg Pincus Energy (E&P) Partners-B, L.P., its managing member
By:		Warburg Pincus (E&P) Energy GP, L.P., its general partner
By:		Warburg Pincus (E&P) Energy LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

Warburg Pincus Energy (E&P) Partners-B, L.P.

By:		Warburg Pincus (E&P) Energy GP, L.P., its general partner
By:		Warburg Pincus (E&P) Energy LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing
		member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory


Warburg Pincus Energy (E&P) Partners-A, L.P.

By:		Pincus (E&P) Energy GP, L.P., its general partner
By:		Warburg Pincus (E&P) Energy LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

Warburg Pincus Energy (E&P)-A, L.P.

By:		Warburg Pincus (E&P) Energy GP, L.P., its general partner
By:		Warburg Pincus (E&P) Energy LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

WARBURG PINCUS (E&P) XII, L.P.

By:		Warburg Pincus (E&P) XII LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name: Harsha Marti
Title: Authorized Signatory


WARBURG PINCUS (E&P) XII LLC

By:		Warburg Pincus Partners II (US), L.P., its
		managing member
By:		Warburg Pincus & Company US, LLC, its
		general partner

By:		/s/ Harsha Marti
Name: Harsha Marti
Title: Authorized Signatory

WARBURG PINCUS ENERGY (E&P) PARTNERS- B CHISHOLM, LLC

By:		Warburg Pincus Energy (E&P) Partners-B, L.P.,
		its managing member
By:		Warburg Pincus (E&P) Energy GP, L.P., its
		general partner
By:		Warburg Pincus (E&P) Energy LLC, its general
		partner
By:		Warburg Pincus Partners II (US), L.P., its
		managing member
By:		Warburg Pincus & Company US, LLC, its
		general partner

By:		/s/ Harsha Marti
Name: Harsha Marti
Title: Authorized Signatory

WP ENERGY CHISHOLM HOLDINGS, L.P.

By:		Warburg Pincus (E&P) Energy GP, L.P., its
		general partner
By:		Warburg Pincus (E&P) Energy LLC, its general
		partner
By:		Warburg Pincus Partners II (US), L.P., its
		managing member
By:		Warburg Pincus & Company US, LLC, its
		general partner

By:		/s/ Harsha Marti
Name: Harsha Marti
Title: Authorized Signatory


WP ENERGY PARTNERS CHISHOLM HOLDINGS, L.P.

By:		Warburg Pincus (E&P) Energy GP, L.P., its general partner
By:		Warburg Pincus (E&P) Energy LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory


WARBURG PINCUS PRIVATE EQUITY (E&P) XII (A), L.P.

By:		Warburg Pincus (E&P) XII, L.P., its general partner
By:		Warburg Pincus (E&P) XII LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory


WP XII CHISHOLM HOLDINGS, L.P.

By:		Warburg Pincus (E&P) XII, L.P., its general partner
By:		Warburg Pincus (E&P) XII LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory


WARBURG PINCUS XII (E&P) PARTNERS-2
CHISHOLM, LLC

By:		Warburg Pincus XII (E&P) Partners-2, L.P., its
		managing member
By:		Warburg Pincus (E&P) XII, L.P., its general
		partner
By:		Warburg Pincus (E&P) XII LLC, its general
		partner
By:		Warburg Pincus Partners II (US), L.P., its
		managing member
By:		Warburg Pincus & Company US, LLC, its
		general partner

By:		/s/ Harsha Marti
Name: Harsha Marti
Title: Authorized Signatory

WARBURG PINCUS PRIVATE EQUITY (E&P)
XII-D (A), L.P.

By:		Warburg Pincus (E&P) XII, L.P., its general
		partner
By:		Warburg Pincus (E&P) XII LLC, its general
		partner
By:		Warburg Pincus Partners II (US), L.P., its
		managing member
By:		Warburg Pincus & Company US, LLC, its
		general partner

By:		/s/ Harsha Marti
Name: Harsha Marti
Title: Authorized Signatory

WARBURG PINCUS PRIVATE EQUITY (E&P)
XII-E (A), L.P.

By:		Warburg Pincus (E&P) XII, L.P., its general
		partner
By:		Warburg Pincus (E&P) XII LLC, its general
		partner
By:		Warburg Pincus Partners II (US), L.P., its
		managing member
By:		Warburg Pincus & Company US, LLC, its
		general partner

By:		/s/ Harsha Marti
Name: Harsha Marti
Title: Authorized Signatory


WP XII (E&P) PARTNERS (A), L.P.

By:		Warburg Pincus (E&P) XII, L.P., its general
		partner
By:		Warburg Pincus (E&P) XII LLC, its general
		partner
By:		Warburg Pincus Partners II (US), L.P., its
		managing member
By:		Warburg Pincus & Company US, LLC, its
		general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory


WARBURG PINCUS XII (E&P) PARTNERS-1, L.P.

By:		Warburg Pincus (E&P) XII, L.P., its general
		partner
By:		Warburg Pincus (E&P) XII LLC, its general
		partner
By:		Warburg Pincus Partners II (US), L.P., its
		managing member
By:		Warburg Pincus & Company US, LLC, its
		general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

WARBURG PINCUS XII (E&P) PARTNERS-2, L.P.

By:		Warburg Pincus (E&P) XII, L.P., its general
		partner
By:		Warburg Pincus (E&P) XII LLC, its general
		partner
By:		Warburg Pincus Partners II (US), L.P., its
		managing member
By:		Warburg Pincus & Company US, LLC, its
		general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

WARBURG PINCUS (E&P) ENERGY GP, L.P.

By:		Warburg Pincus (E&P) Energy LLC, its general
		partner
By:		Warburg Pincus Partners II (US), L.P., its managing
		member
By:		Warburg Pincus & Company US, LLC, its general
		partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory


WARBURG PINCUS (E&P) ENERGY LLC

By:		Warburg Pincus Partners II (US), L.P., its managing
		member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

WARBURG PINCUS PARTNERS II (US), L.P.

By:		Warburg Pincus & Company US, LLC, its general
		partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

WARBURG PINCUS & COMPANY US, LLC

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

WARBURG PINCUS LLC

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

Exhibit 9

Execution Version

CLOSING ESCROW AGREEMENT

This ESCROW AGREEMENT (this “Agreement”), dated as of February 15, 2022, is made by and among Earthstone Energy, Inc., a Delaware corporation (the “Company”), Earthstone Energy Holdings, LLC, a Delaware limited liability company (“Buyer”), Chisholm Energy Operating, LLC, a Delaware limited liability company (“Holder”), and Direct Transfer, LLC, a Delaware limited liability company and subsidiary of Issuer Direct Corporation (the “Transfer Agent”). Capitalized terms used but not defined in this Agreement have the meanings given to such terms in the Purchase Agreement (as defined below).

WHEREAS, the Company, Buyer, Chisholm Energy Agent, Inc., a Delaware corporation (“Energy Agent” and with Holder, the “Seller”), and the Holder have entered into that certain Purchase and Sale Agreement, dated as of December 15, 2021 (the “Purchase Agreement”) pursuant to which, among other things, the Holder will receive 4,441,748 shares of Class A common stock, $0.001 par value per share, of the Company (the “Class A Common Stock”) (such Class A Common Stock, along with any stock split, stock dividend, recapitalizations, reclassifications, merger, or similar event is hereinafter referred to as the “Escrow Shares”), as partial consideration for the Seller’s sale of interests in oil and gas leases and related property of Seller located in Eddy County and Lea County, New Mexico; and

WHEREAS, the Purchase Agreement provides that the Escrow Shares shall be available as security for any indemnification claims for a period of twelve (12) months (with a partial disbursement of Escrow Shares six (6) months after the Closing Date) and so long thereafter with respect to any unresolved Escrow Claim Notices that remain in dispute (the “Restricted Period”) following the closing of the Purchase Agreement and the transactions contemplated thereunder (the “Closing”); and

WHEREAS, the Company, Buyer and the Holder have agreed, as a condition to the Closing, that the Transfer Agent will place a stop transfer entry on the disposition of the Escrow Shares for the duration of the Restricted Period;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, hereby agree as follows:

1. Book Entry; Stop Transfer Entry. At the Closing and pursuant to the terms of the Purchase Agreement, the Company shall cause the Transfer Agent to issue the Escrow Shares in book entry form in the name of the Holder. The parties hereto agree that the book entry representing the Escrow Shares shall contain, and the Transfer Agent shall place, a notation (as well as any notations required by applicable state and federal securities laws) that the Escrow Shares are subject to a stop transfer entry for the duration of the Restricted Period (the “Stop Transfer Entry”). During the Restricted Period such Escrow Shares may not be transferred, except as provided in Section 2.

2. Lapse of Stop Transfer Entry and Termination. Transfer Agent shall cause the removal of the Stop Transfer Entry pursuant to the following provisions:

2.1. Upon receipt of a joint written instruction letter executed by an authorized representative of each of the Buyer and the Holder, the form of which is attached as Exhibit A hereto (an “Instruction Letter”), requesting that the Stop Transfer Entry be removed from the book entry of all or a portion of the Escrow Shares, the Transfer Agent shall, as promptly as practicable but in any event no later than three (3) business days after receipt of the Instruction Letter, remove the Stop Transfer Entry in the manner directed by the Instruction Letter.

2.2. Following the reasonable determination or resolution of an indemnification claim pursuant to terms of the Purchase Agreement, upon receipt of an Instruction Letter setting forth the number of Escrow Shares, valued for indemnification purposes in accordance with the Purchase Agreement, that are to be forfeited by the Holder and transferred to the Company as full or partial resolution of any indemnification claim (the “Forfeited Stock”), the Transfer Agent shall, as promptly as practicable but in any event no later than three (3) business days after receipt of the Instruction Letter, cause the book entry for the Forfeited Stock to reflect the removal of the Stop Transfer Entry, the transfer of the Forfeited Stock to the Company, and the forfeiture of the Holder’s right, title, and ownership of the Forfeited Stock. All Escrow Shares not so forfeited shall continue to be bound by the terms of this Agreement and shall remain subject to the Stop Transfer Entry.

2.3. The Transfer Agent shall cause the Stop Transfer Entry to be removed from the book entry of all remaining Escrow Shares as promptly as practicable but in any event no later than three (3) business days following the termination of the Restricted Period and upon receipt of an Instruction Letter; provided, however, that the Transfer Agent shall not cause the removal of that number of shares of Escrow Shares with an aggregate value equal to the amount of any then unresolved indemnification claim(s) made by the Company or Buyer pursuant to the Purchase Agreement until three (3) business days following the receipt by the Transfer Agent of an Instruction Letter directing the Transfer Agent to remove the Stop Transfer Entry and/or transfer any or all of the Escrow Shares pursuant to Section 2.2 of this Agreement.

Notwithstanding anything to the contrary in this Agreement, any instructions in any way related to the removal of the Stop Transfer Entry or the transfer or disposition of the Escrow Shares must, in order to be deemed delivered and effective, be in writing and executed by an authorized representative of each of Buyer and Holder. The Transfer Agent shall not be liable to any party or other person for refraining from acting upon any instruction for or related to the removal of the Stop Transfer Entry or the transfer or disposition of the Escrow Shares that does not satisfy the requirements of this Agreement.

3. Rights of the Holder in the Escrow Shares.

3.1. Voting Rights as a Stockholder. The Holder shall retain all of its rights as a stockholder of the Company during the Restricted Period for the Escrow Shares held and not otherwise transferred to the Company in accordance with the Purchase Agreement and this Agreement (such Escrow Shares, the “Applicable Escrow Shares”), including, without limitation, the right to vote the Applicable Escrow Shares.

3.2. Dividends and Other Distributions in Respect of the Escrow Shares. During the Restricted Period, all dividends payable in cash with respect to the Applicable Escrow Shares shall be paid to the Holder. All dividends payable in stock or other non-cash property with respect to the Applicable Escrow Shares (“Non-Cash Dividends”) shall be held in accordance with the terms and restrictions hereof, and the Transfer Agent shall note such restrictions on the applicable book entry for any such Non-Cash Dividends. As used in this Agreement, the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends distributed thereon, if any.

3.3. Restrictions on Transfer. During the Restricted Period, the Holder shall not, directly or indirectly, (a) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by the Holder at any time in the future of) any Escrow Shares, (b) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of the Escrow Shares, whether any such transaction is to be settled by delivery of Escrow Shares or other securities, in cash or otherwise, or (c) publicly disclose the intention to do any of the foregoing following the expiration of the Restricted Period. If any Escrow Shares are transferred in violation of this Section 3.3, the Escrow Shares and the transferee will remain subject to this Agreement.

4. Concerning the Transfer Agent.

4.1. Good Faith Reliance. The Transfer Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Transfer Agent, which counsel may be company counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Transfer Agent to be genuine and to be signed or presented by the proper person or persons. The Transfer Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Transfer Agent signed by the proper party or parties and, if the duties or rights of the Transfer Agent are affected, unless it shall have given its prior written consent thereto.

4.2. Indemnification. The Company and the Holder shall indemnify and hold harmless the Transfer Agent from and against any expenses, including reasonable counsel fees and disbursements, or loss suffered by the Transfer Agent in connection with any action taken by it hereunder, action, suit or other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Transfer Agent hereunder, or the Escrow Shares held by it hereunder, other than expenses or losses arising from the gross negligence, willful misconduct, bad faith, or fraud of the Transfer Agent. Promptly after the receipt by the Transfer Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Transfer Agent shall notify the other parties hereto in writing. In the event of the receipt of such notice, the Transfer Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Shares. Notwithstanding anything herein to the contrary, the Transfer Agent shall not be relieved from liability hereunder for its own gross negligence, bad faith, fraud or willful misconduct.

4.3. Further Assurances. From time to time after the date hereof, the Company, Buyer, and the Holder shall deliver or cause to be delivered to the Transfer Agent such further documents and instruments and shall do or cause to be done such further acts as the Transfer Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement or to evidence compliance herewith.

5. Termination. This Agreement shall terminate when the Stop Transfer Entry has been removed by the Transfer Agent with respect to all Escrow Shares in accordance with the terms of this Agreement.

6. Miscellaneous.

6.1. Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of Delaware without reference to its principles of conflicts of law which would require the application of the laws of another jurisdiction. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of Delaware or the United States District Court for the District of Delaware, and irrevocably submits to such personal jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

6.2. Entire Agreement. This Agreement and the Purchase Agreement contain the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly provided herein, this Agreement may not be changed or modified except by an instrument in writing signed by the all parties hereto.

6.3. Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation thereof.

6.4. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representative, successors and assigns.

6.5. Notices. Any notice or other communication required or which may be given hereunder shall be in writing and either be delivered (a) personally or by private national courier service, (b) be mailed, certified or registered mail, return receipt requested, postage prepaid, and shall be deemed given when so delivered personally or by private national courier service, or, if mailed, four business days after the date of mailing, or (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient and on the next business day if sent after normal business hours of the recipient, to the parties as follows:

if to the Transfer Agent, to:

Direct Transfer, LLC

One Glenwood Avenue, Suite 1001

Raleigh, North Carolina 27603

Attention: David Klimczak

Email: [email protected]

if to the Company and Buyer, to:

Earthstone Energy, Inc.

1400 Woodloch Forest Drive, Suite 300

The Woodlands, Texas 77380

Attention: Robert J. Anderson, President and Chief Executive Officer

Email: [email protected]

and a copy, which shall not constitute notice, to:

Jones & Keller, P.C.

1675 Broadway, 26^th Floor

Denver, Colorado 80202

Attention: Reid A. Godbolt

Adam J. Fogoros

Email: [email protected]

[email protected]

and

Haynes and Boone, LLP

1221 McKinney Street, Suite 4000

Houston, Texas 77010

Attention: Austin Elam

Kim Mai

Email: [email protected]

[email protected]

if to the Holder, to:

Chisholm Energy Operating, LLC

801 Cherry Street, Suite 1200

Fort Worth, Texas 76102

Attention: Aaron Gaydosik

Email: [email protected]

and a copy, which shall not constitute notice, to:

Kirkland & Ellis LLP

609 Main Street, Suite 4500

Houston, Texas 77002

Attention: Adam D. Larson, P.C.

Christopher S.C. Heasley

Email: [email protected]

[email protected]

The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner provided herein for giving notice.

6.6. Waivers. The failure of any party to this Agreement at any time or times to require performance of any provision under this Agreement shall in no manner affect the right at a later time to enforce the same performance. A waiver by any party to this Agreement of any such condition or breach of any term, covenant, representation, or warranty contained in this Agreement, in any one or more instances, shall neither be construed as a further or continuing waiver of any such condition or breach nor a waiver of any other condition or breach of any other term, covenant, representation, or warranty contained in this Agreement.

6.7. WAIVER OF RIGHT TO JURY TRIAL. BY EXECUTING THIS AGREEMENT, THE PARTIES KNOWINGLY AND WILLINGLY WAIVE ANY RIGHT THEY HAVE UNDER APPLICABLE LAW TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE ISSUES RAISED BY THAT DISPUTE

6.8. Counterparts. This Agreement may be executed in several counterparts each one of which shall constitute an original and may be delivered by facsimile transmission and together shall constitute one instrument.

[signature page follows]

IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first written above.


BUYER:

EARTHSTONE ENERGY HOLDINGS, LLC

By:		/s/ Robert J. Anderson
Name: Robert J. Anderson
Title: President and Chief Executive Officer

COMPANY:

EARTHSTONE ENERGY, INC.

By:		/s/ Robert J. Anderson
Name: Robert J. Anderson
Title: President and Chief Executive Officer

HOLDER:

CHISHOLM ENERGY OPERATING, LLC

By:		/s/ Scott Germann
Name: Scott Germann
Title: Chief Executive Officer

[SIGNATURE PAGE TO Escrow AGREEMENT]


TRANSFER AGENT:

DIRECT TRANSFER, LLC

By:		/s/ David J. Klimczak
Name:		David J. Klimczak
Title:		Stock Transfer Manager

[SIGNATURE PAGE TO Escrow AGREEMENT]

Exhibit A

Form of Instruction Letter

[DATE]

Direct Transfer, LLC

One Glenwood Avenue, Suite 1001

Raleigh, North Carolina 27603

Attention: David Klimczak

RE: Escrow Agreement dated as of February 15, 2022 (the “Agreement”), by and among Earthstone Energy, Inc., a Delaware corporation (the “Company”), Earthstone Energy Holdings, LLC, a Delaware limited liability company (“Buyer”), Chisholm Energy Operating, LLC, a Delaware limited liability company (“Holder”), and Direct Transfer, LLC, a Delaware limited liability company and subsidiary of Issuer Direct Corporation (the “Transfer Agent”).

Pursuant to Section 2 of the Agreement, the Buyer and Holder hereby instruct the Transfer Agent to remove the Stop Transfer Entry (as defined in the Agreement) with respect to [•] shares of Class A common stock, $0.001 per share of the Company, that are held as Escrow Shares (as defined in the Agreement) by Transfer Agent.

[Signature Pages Follow]

[SIGNATURE PAGE TO INSTRUCTION LETTER]


BUYER:

EARTHSTONE ENERGY HOLDINGS, LLC

By:
Name: Robert J. Anderson
Title: President and Chief Executive Officer

[SIGNATURE PAGE TO INSTRUCTION LETTER]


HOLDER:

CHISHOLM ENERGY OPERATING, LLC

By:
Name: Scott Germann
Title: Chief Executive Officer

[SIGNATURE PAGE TO INSTRUCTION LETTER]

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Warburg Pincus, 13D

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NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

Sole Voting Power

0

Shared Voting Power

2,123,393

Sole Dispositive Power

0

Shared Dispositive Power

2,123,393