NEW OWNERSHIP NOTICE PROVIDED WITH
RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER
THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED
SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE THIRD AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF EARTHSTONE ENERGY, INC. (THE "CORPORATION"),
INCLUDING ANY CERTIFICATES OF DESIGNATIONS (AS FURTHER AMENDED AND/OR RESTATED
FROM TIME TO TIME, THE "CHARTER"), THE CORPORATION IS AUTHORIZED TO ISSUE MORE
THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE CORPORATION
WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS,
DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL
RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES
EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED
IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER
AND THAT CERTAIN SECURITIES PURCHASE AGREEMENT, DATED AS OF OCTOBER 17, 2018
(THE "SPA"), COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE CORPORATION
AND WILL BE PROVIDED, WITHOUT COST, UPON WRITTEN REQUEST TO THE SECRETARY. THE
TERMS OF THE CHARTER AND THE SPA ARE HEREBY INCORPORATED INTO THIS NOTICE BY
REFERENCE.
IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT
SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
This letter confirms and acknowledges that you are the registered owner of the
number and the class or series of shares of capital stock of the Corporation
listed on Schedule A to this letter.
In addition, please be advised that the Corporation will furnish without charge
to each stockholder of the Corporation who so requests the powers, designations,
preferences and relative participating,
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optional or other special rights of each class of stock, or series thereof, of
the Corporation and the qualifications, limitations or restrictions of such
preferences and/or rights, which are fixed by the Charter. Any such request
should be directed to the Secretary of the Corporation.
The shares of capital stock of the Corporation have been not been registered
under the Securities Act and, accordingly, may not be offered, sold, pledged or
otherwise transferred within the United States or to, or for the account or
benefit of, U.S. persons except pursuant to an effective registration statement
under the Act or an exemption from the registration requirements of the Act.
Dated: ____________________
EARTHSTONE ENERGY, INC.
By:
Name:
Title:
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EXHIBIT B
FORM OF NOTICE OF CONVERSION
NOTICE OF CONVERSION
(To be executed by the Holder in order to convert the Series A Preferred Stock)
The undersigned hereby irrevocably elects to convert (the "Conversion") shares
of Series A Redeemable Convertible Preferred Stock (the "Series A Preferred
Stock") of Earthstone Energy, Inc. (the "Corporation"), into shares of Class A
common stock,