Item 1.01 Entry into a Material Definitive Agreement.
On August 1, 2022, Earthstone Energy, Inc. (the “Company”), EnCap Investments L.P. (“EnCap”), 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., WP Energy Chisholm Holdings, L.P., WP Energy Partners Chisholm Holdings, L.P., Warburg Pincus Energy (E&P) Partners-B Chisholm, LLC, 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. (collectively, the “Warburg Parties”) entered into the First Amendment to Amended and Restated Voting Agreement (the “Amendment”) which amends the Amended and Restated Voting Agreement dated February 15, 2022, by and among the Company, EnCap and the Warburg Parties (the “Voting Agreement”). Among other things, the Amendment amends the Voting Agreement to eliminate the right of the Warburg Parties to designate a director to the board of directors of the Company.
The foregoing description of the Amendment is qualified in its entirety by the terms of the Amendment included with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.