<SEC-DOCUMENT>0001140361-25-012871.txt : 20250408
<SEC-HEADER>0001140361-25-012871.hdr.sgml : 20250408
<ACCEPTANCE-DATETIME>20250408165349
ACCESSION NUMBER:		0001140361-25-012871
CONFORMED SUBMISSION TYPE:	SCHEDULE 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20250408
DATE AS OF CHANGE:		20250408

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Crescent Energy Co
		CENTRAL INDEX KEY:			0001866175
		STANDARD INDUSTRIAL CLASSIFICATION:	CRUDE PETROLEUM & NATURAL GAS [1311]
		ORGANIZATION NAME:           	01 Energy & Transportation
		EIN:				871133610
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-93151
		FILM NUMBER:		25822622

	BUSINESS ADDRESS:	
		STREET 1:		600 TRAVIS STREET
		STREET 2:		SUITE 7200
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77002
		BUSINESS PHONE:		713-332-7001

	MAIL ADDRESS:	
		STREET 1:		600 TRAVIS STREET
		STREET 2:		SUITE 7200
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77002

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	IE PubCo Inc.
		DATE OF NAME CHANGE:	20210607

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Independence Energy Aggregator L.P.
		CENTRAL INDEX KEY:			0001868340
		ORGANIZATION NAME:           	
		EIN:				851860786
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		600 TRAVIS STREEET
		STREET 2:		SUITE 7200
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77002
		BUSINESS PHONE:		(713) 481-7782

	MAIL ADDRESS:	
		STREET 1:		600 TRAVIS STREEET
		STREET 2:		SUITE 7200
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77002
</SEC-HEADER>
<DOCUMENT>
<TYPE>SCHEDULE 13D/A
<SEQUENCE>1
<FILENAME>primary_doc.xml
<TEXT>
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<submissionType>SCHEDULE 13D/A</submissionType>
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<coverPageHeader>
<amendmentNo>10</amendmentNo>
<securitiesClassTitle>Class A Common Stock, Par Value of $0.0001 Per Share</securitiesClassTitle>
<dateOfEvent>04/04/2025</dateOfEvent>
<previouslyFiledFlag>false</previouslyFiledFlag>
<issuerInfo>
<issuerCIK>0001866175</issuerCIK>
<issuerCUSIP>44952J104</issuerCUSIP>
<issuerName>Crescent Energy Co</issuerName>
<address>
<com:street1>600 Travis Street, Suite 7200</com:street1>
<com:city>Houston</com:city>
<com:stateOrCountry>TX</com:stateOrCountry>
<com:zipCode>77002</com:zipCode>
</address>
</issuerInfo>
<authorizedPersons>
<notificationInfo>
<personName>Brandi Kendall Vice President</personName>
<personPhoneNum>713-481-7782</personPhoneNum>
<personAddress>
<com:street1>Independence Energy Aggregator L.P.</com:street1>
<com:street2>600 Travis Street, Suite 7200</com:street2>
<com:city>Houston</com:city>
<com:stateOrCountry>TX</com:stateOrCountry>
<com:zipCode>77002</com:zipCode>
</personAddress>
</notificationInfo>
<notificationInfo>
<personName>Christopher Lee, Esq.</personName>
<personPhoneNum>212-750-8300</personPhoneNum>
<personAddress>
<com:street1>Kohlberg Kravis Roberts &amp; Co. L.P.</com:street1>
<com:street2>30 Hudson Yards</com:street2>
<com:city>New York</com:city>
<com:stateOrCountry>NY</com:stateOrCountry>
<com:zipCode>10001</com:zipCode>
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<reportingPersonCIK>0001868340</reportingPersonCIK>
<reportingPersonName>Independence Energy Aggregator L.P.</reportingPersonName>
<memberOfGroup>b</memberOfGroup>
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<percentOfClass>12</percentOfClass>
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<commentContent>The beneficial ownership reported herein consists of shares of Class A Common Stock, par value $0.0001 per share, of Crescent Energy Company, a Delaware corporation (the "Issuer" and such stock, "Class A Common Stock"). &#13;
&#13;
The beneficial ownership percentage reported herein is based on a combined total of 218,711,044 shares of Class A Common Stock of the Issuer outstanding, consisting of 192,525,271 shares of Class A Common Stock outstanding as of January 31, 2025, and 26,185,773 shares of Class A Common Stock issued to Independence Energy Aggregator L.P. ("IE Aggregator"), upon the conversion of Class B Common Stock, par value $0.0001 per share, of the Issuer ("Class B Common Stock") and an equivalent number of units representing limited liability company interests of Crescent Energy OpCo LLC (f/k/a IE OpCo LLC, "OpCo", and such units, "OpCo LLC Units") previously held by it. Pursuant to SEC rules, the calculation of the percentage owned excludes from the total outstanding shares 36,813,628 shares of Class B Common Stock held by other investors which are exchangeable for Class A Common Stock at the election of the holder.</commentContent>
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<reportingPersonNoCIK>Y</reportingPersonNoCIK>
<reportingPersonName>Independence Energy Aggregator GP LLC</reportingPersonName>
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<isAggregateExcludeShares>N</isAggregateExcludeShares>
<percentOfClass>12</percentOfClass>
<typeOfReportingPerson>OO</typeOfReportingPerson>
<commentContent>The beneficial ownership reported herein consists of shares of Class A Common Stock, par value $0.0001 per share, of the Issuer. &#13;
&#13;
The beneficial ownership percentage reported herein is based on a combined total of 218,711,044 shares of Class A Common Stock of the Issuer outstanding, consisting of 192,525,271 shares of Class A Common Stock outstanding as of January 31, 2025, and 26,185,773 shares of Class A Common Stock issued to IE Aggregator, upon the conversion of Class B Common Stock and an equivalent number of OpCo LLC Units previously held by it. Pursuant to SEC rules, the calculation of the percentage owned excludes from the total outstanding shares 36,813,628 shares of Class B Common Stock held by other investors which are exchangeable for Class A Common Stock at the election of the holder.</commentContent>
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<reportingPersonInfo>
<reportingPersonNoCIK>Y</reportingPersonNoCIK>
<reportingPersonName>KKR Upstream Associates LLC</reportingPersonName>
<memberOfGroup>b</memberOfGroup>
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<isAggregateExcludeShares>N</isAggregateExcludeShares>
<percentOfClass>12.2</percentOfClass>
<typeOfReportingPerson>OO</typeOfReportingPerson>
<commentContent>The beneficial ownership reported herein consists of shares of Class A Common Stock, par value $0.0001 per share, of the Issuer. Also includes 572,354 shares of Class A Common Stock held directly by KKR Upstream Associates LLC.&#13;
&#13;
The beneficial ownership percentage reported herein is based on a combined total of 218,711,044 shares of Class A Common Stock of the Issuer outstanding, consisting of 192,525,271 shares of Class A Common Stock outstanding as of January 31, 2025, and 26,185,773 shares of Class A Common Stock issued to IE Aggregator, upon the conversion of Class B Common Stock and an equivalent number of OpCo LLC Units previously held by it. Pursuant to SEC rules, the calculation of the percentage owned excludes from the total outstanding shares 36,813,628 shares of Class B Common Stock held by other investors which are exchangeable for Class A Common Stock at the election of the holder.</commentContent>
</reportingPersonInfo>
<reportingPersonInfo>
<reportingPersonNoCIK>Y</reportingPersonNoCIK>
<reportingPersonName>KKR Group Assets Holdings III L.P.</reportingPersonName>
<memberOfGroup>b</memberOfGroup>
<fundType>OO</fundType>
<citizenshipOrOrganization>DE</citizenshipOrOrganization>
<soleVotingPower>26758127</soleVotingPower>
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<soleDispositivePower>26758127</soleDispositivePower>
<sharedDispositivePower>0</sharedDispositivePower>
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<isAggregateExcludeShares>N</isAggregateExcludeShares>
<percentOfClass>12.2</percentOfClass>
<typeOfReportingPerson>PN</typeOfReportingPerson>
<commentContent>The beneficial ownership reported herein consists of shares of Class A Common Stock, par value $0.0001 per share, of the Issuer. Also includes 572,354 shares of Class A Common Stock held directly by KKR Upstream Associates LLC.&#13;
&#13;
The beneficial ownership percentage reported herein is based on a combined total of 218,711,044 shares of Class A Common Stock of the Issuer outstanding, consisting of 192,525,271 shares of Class A Common Stock outstanding as of January 31, 2025, and 26,185,773 shares of Class A Common Stock issued to IE Aggregator, upon the conversion of Class B Common Stock and an equivalent number of OpCo LLC Units previously held by it. Pursuant to SEC rules, the calculation of the percentage owned excludes from the total outstanding shares 36,813,628 shares of Class B Common Stock held by other investors which are exchangeable for Class A Common Stock at the election of the holder.</commentContent>
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<reportingPersonInfo>
<reportingPersonNoCIK>Y</reportingPersonNoCIK>
<reportingPersonName>KKR Financial Holdings LLC</reportingPersonName>
<memberOfGroup>b</memberOfGroup>
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<isAggregateExcludeShares>N</isAggregateExcludeShares>
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<typeOfReportingPerson>OO</typeOfReportingPerson>
<commentContent>The beneficial ownership reported herein consists of shares of Class A Common Stock, par value $0.0001 per share, of the Issuer. Also includes 572,354 shares of Class A Common Stock held directly by KKR Upstream Associates LLC.&#13;
&#13;
The beneficial ownership percentage reported herein is based on a combined total of 218,711,044 shares of Class A Common Stock of the Issuer outstanding, consisting of 192,525,271 shares of Class A Common Stock outstanding as of January 31, 2025, and 26,185,773 shares of Class A Common Stock issued to IE Aggregator, upon the conversion of Class B Common Stock and an equivalent number of OpCo LLC Units previously held by it. Pursuant to SEC rules, the calculation of the percentage owned excludes from the total outstanding shares 36,813,628 shares of Class B Common Stock held by other investors which are exchangeable for Class A Common Stock at the election of the holder.</commentContent>
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<reportingPersonNoCIK>Y</reportingPersonNoCIK>
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<typeOfReportingPerson>OO</typeOfReportingPerson>
<commentContent>The beneficial ownership reported herein consists of shares of Class A Common Stock, par value $0.0001 per share, of the Issuer. Also includes 572,354 shares of Class A Common Stock held directly by KKR Upstream Associates LLC.&#13;
&#13;
The beneficial ownership percentage reported herein is based on a combined total of 218,711,044 shares of Class A Common Stock of the Issuer outstanding, consisting of 192,525,271 shares of Class A Common Stock outstanding as of January 31, 2025, and 26,185,773 shares of Class A Common Stock issued to IE Aggregator, upon the conversion of Class B Common Stock and an equivalent number of OpCo LLC Units previously held by it. Pursuant to SEC rules, the calculation of the percentage owned excludes from the total outstanding shares 36,813,628 shares of Class B Common Stock held by other investors which are exchangeable for Class A Common Stock at the election of the holder.</commentContent>
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<reportingPersonNoCIK>Y</reportingPersonNoCIK>
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<commentContent>The beneficial ownership reported herein consists of shares of Class A Common Stock, par value $0.0001 per share, of the Issuer. Also includes 572,354 shares of Class A Common Stock held directly by KKR Upstream Associates LLC.&#13;
&#13;
The beneficial ownership percentage reported herein is based on a combined total of 218,711,044 shares of Class A Common Stock of the Issuer outstanding, consisting of 192,525,271 shares of Class A Common Stock outstanding as of January 31, 2025, and 26,185,773 shares of Class A Common Stock issued to IE Aggregator, upon the conversion of Class B Common Stock and an equivalent number of OpCo LLC Units previously held by it. Pursuant to SEC rules, the calculation of the percentage owned excludes from the total outstanding shares 36,813,628 shares of Class B Common Stock held by other investors which are exchangeable for Class A Common Stock at the election of the holder.</commentContent>
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<commentContent>The beneficial ownership reported herein consists of shares of Class A Common Stock, par value $0.0001 per share, of the Issuer. Also includes 572,354 shares of Class A Common Stock held directly by KKR Upstream Associates LLC.&#13;
&#13;
The beneficial ownership percentage reported herein is based on a combined total of 218,711,044 shares of Class A Common Stock of the Issuer outstanding, consisting of 192,525,271 shares of Class A Common Stock outstanding as of January 31, 2025, and 26,185,773 shares of Class A Common Stock issued to IE Aggregator, upon the conversion of Class B Common Stock and an equivalent number of OpCo LLC Units previously held by it. Pursuant to SEC rules, the calculation of the percentage owned excludes from the total outstanding shares 36,813,628 shares of Class B Common Stock held by other investors which are exchangeable for Class A Common Stock at the election of the holder.</commentContent>
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<reportingPersonNoCIK>Y</reportingPersonNoCIK>
<reportingPersonName>KKR Group Co. Inc.</reportingPersonName>
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<commentContent>The beneficial ownership reported herein consists of shares of Class A Common Stock, par value $0.0001 per share, of the Issuer. Also includes 572,354 shares of Class A Common Stock held directly by KKR Upstream Associates LLC.&#13;
&#13;
The beneficial ownership percentage reported herein is based on a combined total of 218,711,044 shares of Class A Common Stock of the Issuer outstanding, consisting of 192,525,271 shares of Class A Common Stock outstanding as of January 31, 2025, and 26,185,773 shares of Class A Common Stock issued to IE Aggregator, upon the conversion of Class B Common Stock and an equivalent number of OpCo LLC Units previously held by it. Pursuant to SEC rules, the calculation of the percentage owned excludes from the total outstanding shares 36,813,628 shares of Class B Common Stock held by other investors which are exchangeable for Class A Common Stock at the election of the holder.</commentContent>
</reportingPersonInfo>
<reportingPersonInfo>
<reportingPersonNoCIK>Y</reportingPersonNoCIK>
<reportingPersonName>KKR &amp; Co. Inc.</reportingPersonName>
<memberOfGroup>b</memberOfGroup>
<fundType>OO</fundType>
<citizenshipOrOrganization>DE</citizenshipOrOrganization>
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<commentContent>The beneficial ownership reported herein consists of shares of Class A Common Stock, par value $0.0001 per share, of the Issuer. Also includes 572,354 shares of Class A Common Stock held directly by KKR Upstream Associates LLC.&#13;
&#13;
The beneficial ownership percentage reported herein is based on a combined total of 218,711,044 shares of Class A Common Stock of the Issuer outstanding, consisting of 192,525,271 shares of Class A Common Stock outstanding as of January 31, 2025, and 26,185,773 shares of Class A Common Stock issued to IE Aggregator, upon the conversion of Class B Common Stock and an equivalent number of OpCo LLC Units previously held by it. Pursuant to SEC rules, the calculation of the percentage owned excludes from the total outstanding shares 36,813,628 shares of Class B Common Stock held by other investors which are exchangeable for Class A Common Stock at the election of the holder.</commentContent>
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<reportingPersonInfo>
<reportingPersonNoCIK>Y</reportingPersonNoCIK>
<reportingPersonName>KKR Management LLP</reportingPersonName>
<memberOfGroup>b</memberOfGroup>
<fundType>OO</fundType>
<citizenshipOrOrganization>DE</citizenshipOrOrganization>
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<typeOfReportingPerson>PN</typeOfReportingPerson>
<commentContent>The beneficial ownership reported herein consists of shares of Class A Common Stock, par value $0.0001 per share, of the Issuer. Also includes 572,354 shares of Class A Common Stock held directly by KKR Upstream Associates LLC.&#13;
&#13;
The beneficial ownership percentage reported herein is based on a combined total of 218,711,044 shares of Class A Common Stock of the Issuer outstanding, consisting of 192,525,271 shares of Class A Common Stock outstanding as of January 31, 2025, and 26,185,773 shares of Class A Common Stock issued to IE Aggregator, upon the conversion of Class B Common Stock and an equivalent number of OpCo LLC Units previously held by it. Pursuant to SEC rules, the calculation of the percentage owned excludes from the total outstanding shares 36,813,628 shares of Class B Common Stock held by other investors which are exchangeable for Class A Common Stock at the election of the holder.</commentContent>
</reportingPersonInfo>
<reportingPersonInfo>
<reportingPersonNoCIK>Y</reportingPersonNoCIK>
<reportingPersonName>Henry R. Kravis</reportingPersonName>
<memberOfGroup>b</memberOfGroup>
<fundType>OO</fundType>
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<soleVotingPower>26758127</soleVotingPower>
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<typeOfReportingPerson>IN</typeOfReportingPerson>
<commentContent>The beneficial ownership reported herein consists of shares of Class A Common Stock, par value $0.0001 per share, of the Issuer. Also includes 572,354 shares of Class A Common Stock held directly by KKR Upstream Associates LLC.&#13;
&#13;
The beneficial ownership percentage reported herein is based on a combined total of 218,711,044 shares of Class A Common Stock of the Issuer outstanding, consisting of 192,525,271 shares of Class A Common Stock outstanding as of January 31, 2025, and 26,185,773 shares of Class A Common Stock issued to IE Aggregator, upon the conversion of Class B Common Stock and an equivalent number of OpCo LLC Units previously held by it. Pursuant to SEC rules, the calculation of the percentage owned excludes from the total outstanding shares 36,813,628 shares of Class B Common Stock held by other investors which are exchangeable for Class A Common Stock at the election of the holder.</commentContent>
</reportingPersonInfo>
<reportingPersonInfo>
<reportingPersonNoCIK>Y</reportingPersonNoCIK>
<reportingPersonName>George R. Roberts</reportingPersonName>
<memberOfGroup>b</memberOfGroup>
<fundType>OO</fundType>
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<aggregateAmountOwned>26758127</aggregateAmountOwned>
<isAggregateExcludeShares>N</isAggregateExcludeShares>
<percentOfClass>12.2</percentOfClass>
<typeOfReportingPerson>IN</typeOfReportingPerson>
<commentContent>The beneficial ownership reported herein consists of shares of Class A Common Stock, par value $0.0001 per share, of the Issuer. Also includes 572,354 shares of Class A Common Stock held directly by KKR Upstream Associates LLC.&#13;
&#13;
The beneficial ownership percentage reported herein is based on a combined total of 218,711,044 shares of Class A Common Stock of the Issuer outstanding, consisting of 192,525,271 shares of Class A Common Stock outstanding as of January 31, 2025, and 26,185,773 shares of Class A Common Stock issued to IE Aggregator, upon the conversion of Class B Common Stock and an equivalent number of OpCo LLC Units previously held by it. Pursuant to SEC rules, the calculation of the percentage owned excludes from the total outstanding shares 36,813,628 shares of Class B Common Stock held by other investors which are exchangeable for Class A Common Stock at the election of the holder.</commentContent>
</reportingPersonInfo>
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<items1To7>
<item1>
<securityTitle>Class A Common Stock, Par Value of $0.0001 Per Share</securityTitle>
<issuerName>Crescent Energy Co</issuerName>
<issuerPrincipalAddress>
<com:street1>600 Travis Street, Suite 7200</com:street1>
<com:city>Houston</com:city>
<com:stateOrCountry>TX</com:stateOrCountry>
<com:zipCode>77002</com:zipCode>
</issuerPrincipalAddress>
<commentText>This Amendment No. 10 ("Amendment No. 10") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on December 17, 2021, as amended on September 15, 2022, June 6, 2023, July 5, 2023, November 15, 2023, March 11, 2024, April 3, 2024, May 17, 2024, August 5, 2024 and March 11, 2025 (as so amended, the "Schedule 13D") by the Reporting Persons, relating to the shares of Class A Common Stock.&#13;
&#13;
This Amendment No. 10 is being filed by the Reporting Persons to report the conversion on April 4, 2025 by IE Aggregator of 26,185,773 shares of the Issuer's Class B Common Stock and an equivalent number of OpCo LLC Units to an equivalent number of shares of Class A Common Stock. Except as specifically provided herein, this Amendment No. 10 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 10 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.</commentText>
</item1>
<item5>
<percentageOfClassSecurities>Items 5(a) - 5(c) of the Schedule 13D are hereby amended and restated as follows:&#13;
&#13;
The response of the Reporting Persons to rows 7 through 13 on the cover pages of this Schedule 13D are incorporated by reference herein.&#13;
&#13;
IE Aggregator holds 26,185,773 shares of Class A Common Stock. Upstream holds 572,354 shares of Class A Common Stock. As a result, for the purpose of Rule 13d-3 under the Act, each of IE Aggregator and Aggregator GP may be deemed to be the beneficial owners of an aggregate of 26,185,773 shares of Class A Common Stock, which represents approximately 12.0% of the outstanding Class A Common Stock, based on a combined total of 218,711,044 shares of Class A Common Stock of the Issuer outstanding. This combined total consists of 192,525,271 shares of Class A Common Stock outstanding as of January 31, 2025, and 26,185,773 shares of Class A Common Stock issued to IE Aggregator, upon the conversion of Class B Common Stock and an equivalent number of OpCo LLC Units previously held by IE Aggregator.&#13;
&#13;
Each of Upstream, KKR Group Assets Holdings III L.P., KKR Financial Holdings LLC, KKR Group Assets III GP LLC, KKR Group Partnership L.P., KKR Group Holdings Corp., KKR Group Co. Inc., KKR &amp; Co. Inc., KKR Management LLP, Henry R. Kravis and George R. Roberts (together, the "KKR Group") may be deemed to be the beneficial owners of an aggregate of 26,758,127 shares of Class A Common Stock under Rule 13d-3 of the Act. The aggregate number of shares of Class A Common Stock beneficially owned by the KKR Group represents approximately 12.2% of the outstanding Class A Common Stock, based on a combined total of 218,711,044 shares of Class A Common Stock of the Issuer outstanding. This combined total consists of 192,525,271 shares of Class A Common Stock outstanding as of January 31, 2025, and 26,185,773 shares of Class A Common Stock issued to IE Aggregator, upon the conversion of Class B Common Stock and an equivalent number of OpCo LLC Units previously held by IE Aggregator.&#13;
&#13;
Each of Aggregator GP (as the general partner of IE Aggregator), Upstream (as the sole member of Aggregator GP), KKR Group Assets Holdings III L.P. and KKR Financial Holdings LLC (as the controlling members of Upstream), KKR Group Assets III GP LLC (as the general partner of KKR Group Assets Holdings III L.P.), KKR Group Partnership L.P. (as the sole member of each of KKR Group Assets III GP LLC and KKR Financial Holdings LLC), KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.), KKR Group Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.), KKR &amp; Co. Inc. (as the sole shareholder of KKR Group Co. Inc.), KKR Management LLP (as the Series I preferred stockholder of KKR &amp; Co. Inc.) and Messrs. Kravis and Roberts (as the founding partners of KKR Management LLP) may be deemed to be the beneficial owner of the securities beneficially owned by IE Aggregator. Additionally, each of KKR Group Assets Holdings III L.P. and KKR Financial Holdings LLC (as the controlling members of Upstream), KKR Group Assets III GP LLC (as the general partner of KKR Group Assets Holdings III L.P.), KKR Group Partnership L.P. (as the sole member of each of KKR Group Assets III GP LLC and KKR Financial Holdings LLC), KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.), KKR Group Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.), KKR &amp; Co. Inc. (as the sole shareholder of KKR Group Co. Inc.), KKR Management LLP (as the Series I preferred stockholder of KKR &amp; Co. Inc.) and Messrs. Kravis and Roberts (as the founding partners of KKR Management LLP) may be deemed to be the beneficial owner of the securities beneficially owned by Upstream.&#13;
&#13;
The filing of this Schedule 13D shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this Schedule 13D.&#13;
&#13;
To the best knowledge of the Reporting Persons, none of the individuals named in Item 2 beneficially owns any shares of Class A Common Stock except as described herein.&#13;
&#13;
The Reporting Persons and PT Independence Energy Holdings LLC, a Delaware limited liability company ("PT Independence") may be deemed to constitute a group for purposes of Section 13(d) due to the terms of the Specified Rights Agreement. However, neither the Reporting Persons nor PT Independence have voting or dispositive power over the other party's shares of Class A Common Stock or securities convertible into or exercisable for shares of Class A Common Stock, including any OpCo LLC Units or shares of Class B Common Stock. PT Independence separately files a Schedule 13D with respect to its interest in the Issuer.</percentageOfClassSecurities>
<numberOfShares>See Item 5(a) above.</numberOfShares>
<transactionDesc>Except as set forth above, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the other individuals named in Item 2, has effected any transaction in shares of Class A Common Stock since the filing of Amendment No. 9 to Schedule 13D.</transactionDesc>
</item5>
<item6>
<contractDescription>The information set forth in Item 4 of the Schedule 13D is hereby incorporated by reference into this Item 6.&#13;
&#13;
On April 4, 2025, the Reporting Persons entered into a Lock-Up Agreement (the "Lock-Up Agreement") with the Issuer. The Lock-Up Agreement provides that the Reporting Persons will not offer, sell, contract to sell, pledge, lend or otherwise dispose of, directly or indirectly, any Class A Common Stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock, whether any such aforementioned transaction is to be settled by delivery of the Class A Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge, loan or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the Issuer, for a period of 180 days after April 4, 2025 (subject to certain exceptions and termination provisions specified in the Lock-Up Agreement).&#13;
&#13;
The description of the Lock-Up Agreement set forth in this Item 6 does not purport to be complete and such description is qualified in its entirety by reference to the full text of the Lock-Up Agreement, which is included as Exhibit U to this Schedule 13D and is incorporated herein by reference.</contractDescription>
</item6>
<item7>
<filedExhibits>Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following exhibits:&#13;
&#13;
Exhibit Number	Description&#13;
U	               Lock-Up Agreement</filedExhibits>
</item7>
</items1To7>
<signatureInfo>
<signaturePerson>
<signatureReportingPerson>Independence Energy Aggregator L.P.</signatureReportingPerson>
<signatureDetails>
<signature>/s/ Christopher Lee</signature>
<title>Christopher Lee, Assistant Secretary, Independence Energy Aggregator GP LLC, its general partner</title>
<date>04/08/2025</date>
</signatureDetails>
</signaturePerson>
<signaturePerson>
<signatureReportingPerson>Independence Energy Aggregator GP LLC</signatureReportingPerson>
<signatureDetails>
<signature>/s/ Christopher Lee</signature>
<title>Christopher Lee, Assistant Secretary</title>
<date>04/08/2025</date>
</signatureDetails>
</signaturePerson>
<signaturePerson>
<signatureReportingPerson>KKR Upstream Associates LLC</signatureReportingPerson>
<signatureDetails>
<signature>/s/ Christopher Lee</signature>
<title>Christopher Lee, Assistant Secretary</title>
<date>04/08/2025</date>
</signatureDetails>
</signaturePerson>
<signaturePerson>
<signatureReportingPerson>KKR Group Assets Holdings III L.P.</signatureReportingPerson>
<signatureDetails>
<signature>/s/ Christopher Lee</signature>
<title>Christopher Lee, Secretary, KKR Group Assets III GP LLC, its general partner</title>
<date>04/08/2025</date>
</signatureDetails>
</signaturePerson>
<signaturePerson>
<signatureReportingPerson>KKR Financial Holdings LLC</signatureReportingPerson>
<signatureDetails>
<signature>/s/ Christopher Lee</signature>
<title>Christopher Lee, Secretary</title>
<date>04/08/2025</date>
</signatureDetails>
</signaturePerson>
<signaturePerson>
<signatureReportingPerson>KKR Group Assets III GP LLC</signatureReportingPerson>
<signatureDetails>
<signature>/s/ Christopher Lee</signature>
<title>Christopher Lee, Secretary</title>
<date>04/08/2025</date>
</signatureDetails>
</signaturePerson>
<signaturePerson>
<signatureReportingPerson>KKR Group Partnership L.P.</signatureReportingPerson>
<signatureDetails>
<signature>/s/ Christopher Lee</signature>
<title>Christopher Lee, Secretary, KKR Group Holdings Corp., its general partner</title>
<date>04/08/2025</date>
</signatureDetails>
</signaturePerson>
<signaturePerson>
<signatureReportingPerson>KKR Group Holdings Corp.</signatureReportingPerson>
<signatureDetails>
<signature>/s/ Christopher Lee</signature>
<title>Christopher Lee, Secretary</title>
<date>04/08/2025</date>
</signatureDetails>
</signaturePerson>
<signaturePerson>
<signatureReportingPerson>KKR Group Co. Inc.</signatureReportingPerson>
<signatureDetails>
<signature>/s/ Christopher Lee</signature>
<title>Christopher Lee, Secretary</title>
<date>04/08/2025</date>
</signatureDetails>
</signaturePerson>
<signaturePerson>
<signatureReportingPerson>KKR &amp; Co. Inc.</signatureReportingPerson>
<signatureDetails>
<signature>/s/ Christopher Lee</signature>
<title>Christopher Lee, Secretary</title>
<date>04/08/2025</date>
</signatureDetails>
</signaturePerson>
<signaturePerson>
<signatureReportingPerson>KKR Management LLP</signatureReportingPerson>
<signatureDetails>
<signature>/s/ Christopher Lee</signature>
<title>Christopher Lee, Assistant Secretary</title>
<date>04/08/2025</date>
</signatureDetails>
</signaturePerson>
<signaturePerson>
<signatureReportingPerson>Henry R. Kravis</signatureReportingPerson>
<signatureDetails>
<signature>/s/ Christopher Lee</signature>
<title>Christopher Lee, Attorney-in-Fact</title>
<date>04/08/2025</date>
</signatureDetails>
</signaturePerson>
<signaturePerson>
<signatureReportingPerson>George R. Roberts</signatureReportingPerson>
<signatureDetails>
<signature>/s/ Christopher Lee</signature>
<title>Christopher Lee, Attorney-in-Fact</title>
<date>04/08/2025</date>
</signatureDetails>
</signaturePerson>
</signatureInfo>
</formData>

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<DOCUMENT>
<TYPE>EX-99.U
<SEQUENCE>2
<FILENAME>ef20047046_ex99-u.htm
<DESCRIPTION>EXHIBIT 99.U
<TEXT>
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    <div>
      <div style="text-align: right; font-weight: bold;"> Exhibit U<br>
        </div>
      <u> <br>
      </u>
      <div style="text-align: center; font-weight: bold;"><u>Lock-Up Agreement</u></div>
      <div><br>
      </div>
      <div style="text-align: right;">April 4, 2025</div>
      <div><br>
      </div>
      <div>Crescent Energy Company</div>
      <div>600 Travis Street, Suite 7200</div>
      <div>Houston, Texas 77002</div>
      <div><br>
      </div>
      <div><a name="z_Hlk99981821"></a>Ladies and Gentlemen:</div>
      <div><br>
      </div>
      <div style="text-indent: 36pt;">The undersigned hereby agrees that during the period specified in the following paragraph (the &#8220;<font style="font-weight: bold;">Lock-Up Period</font>&#8221;), the undersigned will not offer, sell, contract to sell, pledge, lend or otherwise dispose of, directly or indirectly, any shares of Class A common stock, par value $0.0001 per share (the &#8220;<font style="font-weight: bold;">Securities</font>&#8221;), of Crescent Energy Company, a Delaware corporation (the &#8220;<font style="font-weight: bold;">Company</font>&#8221;),
        enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned
        transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge, loan or disposition, or to enter into any such transaction, swap,
        hedge or other arrangement, without, in each case, the prior written consent of the Company.&#160; In addition, the undersigned agrees that, without the prior written consent of the Company, it will not, during the Lock-Up Period, make any demand for or
        exercise any right with respect to, the registration of any Securities.&#160; Notwithstanding the foregoing, nothing shall prohibit the filing of a demand registration statement by the Company pursuant to the demand rights under the Registration Rights
        Agreement, dated December 7, 2021, by and between the Company and the signatories thereto; <font style="font-style: italic;">provided</font> that no Securities shall be sold or transferred during
        the Lock-Up Period.</div>
      <div><br>
      </div>
      <div style="text-indent: 36pt;">The Lock-Up Period will commence on the date hereof and continue and include the date that is 180 days after the date hereof.</div>
      <div>
        <div><br>
        </div>
        <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" class="BRPFPageBreakArea">
          <div style="page-break-after: always;" class="BRPFPageBreak">
            <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
        </div>
        <div style="text-indent: 36pt;">Any Securities received upon exercise of options granted to the undersigned will also be subject to this Lock-Up Agreement.&#160; <font style="color: #000000;">These restrictions shall not apply to (a) any transactions relating to Securities acquired in the open market after the date hereof; </font><font style="font-style: italic; color: #000000;">provided</font><font style="color: #000000;"> that, with respect to any sale or other disposition of such Securities, no filing under the
            Securities Exchange Act of 1934 (the &#8220;</font><font style="font-weight: bold; color: #000000;">Exchange Act</font><font style="color: #000000;">&#8221;)
            (other than on Form 5) or other public announcement shall be required or shall be voluntarily made by any party in connection with subsequent sales of such Securities acquired in such open market transactions during the Lock-Up Period, (b) any
            exercise of options or vesting, settlement or exercise of any other equity-based award, in each case, granted pursuant to the Company&#8217;s equity incentive plans (including the Crescent Energy Company 2021 Equity Incentive Plan and Crescent Energy
            Company 2021 Manager Incentive Plan) or any other plan or agreement in effect as of the date hereof, and any transactions relating to the net withholding or net exercise of equity-based awards or Securities by the Company for the payment of
            taxes or the exercise price due upon such exercise, settlement or vesting; </font><font style="font-style: italic; color: #000000;">provided</font><font style="color: #000000;"> that any Securities received upon such exercise, settlement or vesting will also be subject to this Lock-Up Agreement; </font><font style="font-style: italic; color: #000000;">provided</font><font style="color: #000000;">, </font><font style="font-style: italic; color: #000000;">further</font><font style="color: #000000;">, that with respect to clause (b) if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial
            ownership of the Securities in connection with such transfer or distribution shall be legally required during the Lock-Up Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of
            such transfer, (c) transfers as a bona fide gift or gifts, (d) transfers to a family member, trust, family limited partnership or family limited liability company for the direct or indirect benefit of the undersigned or his or her family
            members, (e) transfers by testate or intestate succession, (f) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement or other final order of a court or regulatory agency,
            (g) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (I) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined
            in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of
            the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (II) as part of a distribution to
            members or shareholders of the undersigned; </font><font style="font-style: italic; color: #000000;">provided</font><font style="color: #000000;">
            that in each transfer pursuant to the foregoing clauses (c)-(g), the transferee agrees to be bound in writing by the terms of this Lock-Up Agreement prior to such transfer, such transfer shall not involve a disposition for value and no filing
            or public announcement by any party (donor, donee, transferor or transferee) under the Exchange Act or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5); </font><font style="font-style: italic; color: #000000;">provided further</font><font style="color: #000000;"> that, with respect to clause (g), if any filing
            under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of the Securities in connection with such transfer or distribution shall be legally required during the
            Lock-Up Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer, (h) (I) the establishment of any written contract, instruction or plan that satisfies all of the
            requirements of</font><a name="eolPage39"></a><font style="color: #000000;"> Rule 10b5-1 (a &#8220;</font><font style="font-weight: bold; color: #000000;">Rule 10b5-1 Plan</font><font style="color: #000000;">&#8221;) under the Exchange Act or (II) sales pursuant to any Rule 10b5-1 Plan currently in effect on the date hereof; </font><font style="font-style: italic; color: #000000;">provided, however</font><font style="color: #000000;">, that with respect to clause (I), no sales or
            transfers of Securities shall be made pursuant to such a Rule 10b5-1 Plan prior to the expiration of the Lock-Up Period (as the same may be extended pursuant to the provisions hereof); and </font><font style="font-style: italic; color: #000000;">provided further</font><font style="color: #000000;">, that with respect to clauses (I) and (II), no filing by any party under the Exchange
            Act or other public announcement shall be required or made voluntarily in connection with such trading plan and, with respect to clause (I), no party is required to publicly announce, file, or report the establishment of such Rule 10b5-1 Plan
            in any public report, announcement, or filing with the Securities and Exchange Commission under the Exchange Act during the Lock-Up Period and does not otherwise voluntarily effect any such public report, announcement, or filing regarding such
            Rule 10b5-1 Plan, (i) a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Securities and approved by the board of directors of the Company, and the result of which is that any
            &#8220;person&#8221; (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of at least 50% of total voting power of the voting stock of the Company
            or the surviving entity (a &#8220;</font><font style="font-weight: bold; color: #000000;">Change of Control Transaction</font><font style="color: #000000;">&#8221;); </font><font style="font-style: italic; color: #000000;">provided</font><font style="color: #000000;"> that in the event that the
            Change of Control Transaction is not completed, the undersigned&#8217;s shares shall remain subject to the provisions of this Lock-Up Agreement, or (j) the pledge, hypothecation or other granting of a security interest in shares of the Securities or
            securities convertible into or exchangeable for the Securities to one or more lending institutions as collateral or security for any loan, advance or extension of credit; </font><font style="font-style: italic; color: #000000;">provided</font><font style="color: #000000;"> that the undersigned shall provide the Company with prior written notice informing it of any public filing,
            report or announcement with respect to such pledge, hypothecation or other grant of a security interest; and </font><font style="font-style: italic; color: #000000;">provided further</font><font style="color: #000000;"> that no transfer upon foreclosure upon such Securities to such lending institution shall be made during the Lock-Up Period. </font>A transfer of Securities to a family
          member or trust may be made; <font style="font-style: italic;">provided</font> that the transferee agrees to be bound in writing by the terms of this Lock-Up Agreement prior to such transfer, such
          transfer shall not involve a disposition for value and no filing by any party (donor, donee, transferor or transferee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer (other than a filing on
          a Form 5 made after the expiration of the Lock-Up Period).&#160; For purposes of this Lock-Up Agreement, a &#8220;family member&#8221; shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than first cousin.</div>
      </div>
      <div><br>
      </div>
      <div style="text-indent: 36pt;">In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of Securities
        if such transfer would constitute a violation or breach of this Lock-Up Agreement.</div>
      <div><br>
      </div>
      <div style="text-indent: 36pt;">This Lock-Up Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned.&#160; <font style="font-weight: bold;">This agreement and any claim, controversy or dispute arising under or related to this agreement shall be governed by, and construed in accordance with, the laws of the
          State of New York.</font></div>
      <div><br>
      </div>
      <div style="text-align: center;">[<font style="font-style: italic;">Signature page follows</font>]</div>
      <div style="text-align: center;"> <br>
      </div>
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      </div>
      <div>Very truly yours,</div>
      <div><br>
      </div>
      <table cellspacing="0" cellpadding="0" border="0" id="z996040d722774a539d0afd1311ffd560" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;">

          <tr>
            <td style="width: 50%; vertical-align: top;">
              <div><u>INDEPENDENCE ENERGY AGGREGATOR L.P.</u></div>
            </td>
            <td style="width: 50%; vertical-align: top;" colspan="1"><br>
            </td>
          </tr>
          <tr>
            <td style="width: 50%; vertical-align: top;"><br>
            </td>
            <td style="width: 50%; vertical-align: top;" colspan="1"><br>
            </td>
          </tr>
          <tr>
            <td style="width: 50%; vertical-align: top;">
              <div>By: Independence Energy Aggregator GP LLC, its general partner<br>
              </div>
            </td>
            <td style="width: 50%; vertical-align: top;" colspan="1"><br>
            </td>
          </tr>
          <tr>
            <td style="width: 50%; vertical-align: top;" rowspan="1"><br>
            </td>
            <td style="width: 50%; vertical-align: top;" rowspan="1" colspan="1"><br>
            </td>
          </tr>
          <tr>
            <td style="width: 50%; vertical-align: top;" rowspan="1">By: /s/ Todd Falk</td>
            <td style="width: 50%; vertical-align: top;" rowspan="1" colspan="1"><br>
            </td>
          </tr>
          <tr>
            <td style="width: 50%; vertical-align: top;" rowspan="1"><br>
            </td>
            <td style="width: 50%; vertical-align: top;" rowspan="1" colspan="1"><br>
            </td>
          </tr>
          <tr>
            <td style="width: 50%; vertical-align: top;">
              <div>Name: Todd Falk, Vice President, Finance&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160; <br>
              </div>
            </td>
            <td style="width: 50%; vertical-align: top;" colspan="1"><br>
            </td>
          </tr>
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            <td style="width: 50%; vertical-align: top;" rowspan="1"><br>
            </td>
            <td style="width: 50%; vertical-align: top;" rowspan="1" colspan="1"><br>
            </td>
          </tr>
          <tr>
            <td style="width: 50%; vertical-align: top;">
              <div>Address: <a name="z_DV_M44"></a>600 Travis Street, Suite 7200, Houston, Texas 77002</div>
            </td>
            <td style="width: 50%; vertical-align: top;" colspan="1"><br>
            </td>
          </tr>

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