Award of Performance Units. Earthstone Energy, Inc., a Delaware corporation (the “Company”), hereby grants to the Participant under the Plan an award (the “Award”) of the number of Performance Units (each individually, a “Unit” and collectively, the “Units”) set forth in the Notice of Performance Unit Award (the “Notice”) attached to this Performance Unit Agreement (this “Agreement”). This Agreement consists of the Notice and the terms and conditions of the Earthstone Energy, Inc. 2014 Long-Term Incentive Plan, as amended from time to time (the “Plan”). Unless otherwise provided herein, capitalized terms herein will have the same meanings as in the Plan or in the Notice.

Award of Performance Units. The Committee has awarded the Participant [​] Relative Performance Units effective as of the Grant Date, subject to the terms and conditions of the Plan and this Agreement.

Except in the event of the Participant’s death or the occurrence of certain Change in Control Events as described under the Plan, the Committee shall, within a reasonably practicable time following the last day of the Performance Period, certify the extent, if any, to which the Performance Goal has been achieved with respect to the Performance Period and the number of Performance Share Units, if any, earned upon attainment of the Performance Goal, as reduced by the Payout Value Limit, if applicable. Such certification shall be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law. Payment in respect of vested Performance Share Units shall be made promptly following the Committee’s certification of the attainment of the Performance Goal and the determination of the number of vested Performance Share Units, but in any event, no later than March 15 of the year following the year in which the Performance Period ends.

Award of Restricted Share Units. In consideration of the services rendered by the Director as a Director of the Company, the Company hereby grants to the Director an Award consisting of, in the aggregate, ​ Restricted Share Units (the “Restricted Share Units”) in respect of shares of common stock, $0.001 par value per share, of the Company (“Shares”), pursuant and subject to the terms and conditions set forth in this Agreement and the Plan, which are incorporated by reference into this Agreement as if reproduced herein, including without limitation the terms and conditions of [Section 5.3] of the Plan.

Performance Share Unit Award. On the terms and conditions and subject to the restrictions, including forfeiture, hereinafter set forth, Approach hereby awards to Participant, and Participant hereby accepts, a Performance Award (the “Award”) of ​ (​) performance units (each a “Performance Unit”). The Award is made on ​, 20​ (the “Grant Date”). Each Performance Unit represents a contractual right to receive an amount of cash equal to the 30-Day Volume-Weighted Average Stock Price, subject to the terms and conditions of this Agreement; provided that in no event shall the aggregate cash received in settlement of Performance Units granted under this Agreement exceed $5,000,000 in any fiscal year. Participant’s right to receive a cash settlement in respect of Performance Units is generally contingent, in whole or in part, upon, except as otherwise provided in Section 2(c), (a) the achievement of the Performance Vesting Requirement outlined in Section 2(a)(i) below, and # Participant’s satisfaction of the Time Vesting Requirement outlined in Section 2(a)(ii) below. The Performance Units contemplated herein are described in the Plan as Performance Awards payable in cash pursuant to Article XI of the Plan. For purposes of this Agreement, the “30-Day Volume-Weighted Average Stock Price” means, in respect of any vesting date, the volume-weighted average closing price of a share of the Common Stock as reported on the NASDAQ Global Select Market (or such other exchange on which the Common Stock is listed) for the 30 consecutive full trading days ending at the close of regular hours trading on the NASDAQ Global Select Market on the full trading day immediately preceding such vesting date.

Grant of Performance Share Units. The Company hereby grants this Award of PSUs, pursuant to which, subject to the terms and conditions of this Award Agreement and the Plan, the Company will pay to the Grantee on the Settlement Date one share of Common Stock as of the Settlement Date multiplied by the number of vested PSUs earned hereby, subject to applicable withholding for taxes.

Grant of Performance Share Units. The Trust hereby grants to the Grantee ​ Performance Share Units (or such greater or lesser amount as may result based on the application of the performance vesting provisions in Appendix A) on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan. The Trust shall establish a book account in the Grantee’s name with respect to the Award granted hereby.

Vesting of Performance Share Units. The period of time from and including January 1, 2021 to December 31, 2023 is the “Performance Period.” The Performance Share Units will vest as follows:

Settlement of Performance Share Units. Payment of vested Performance Share Units will be made in shares of Common Stock as soon as administratively practicable, but in no event later than 2-1/2 months following the Vesting Date (the date of any such payment, the “Settlement Date”); provided, however, that the Committee may, in its sole and absolute discretion, settle the vested Performance Share Units in cash based on the Fair Market Value of the shares of Common Stock on the Settlement Date.

At any time during the Performance Period and up to and including the Vesting Date, upon a Termination of Employment for any reason that does not result in a continuation or acceleration of vesting pursuant to Section 2, Employee will immediately and automatically forfeit all unvested Performance Share Units, without the payment of any consideration. Upon forfeiture, neither Employee nor any successors, heirs, assigns or legal representatives of Employee will thereafter have any further rights or interest in the unvested Performance Share Units.