Exhibit W
Execution
Version
FOURTH AMENDMENT
TO
MANAGEMENT AGREEMENT
This Fourth Amendment (the “Amendment”) to the Management Agreement, dated as of December 7, 2021 (as amended, the “Management Agreement”), by and between
Crescent Energy Company (the “Company”) and KKR Energy Assets Manager LLC (the “Manager”, and together with the Company, the “Parties”), is entered into by and between the Company and the Manager as of October 8, 2026, to be effective as of immediately prior to the closing of the Offering (defined below) (such effective date, the “Amendment Effective Date”). Unless otherwise specified, all capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings set forth
in the Management Agreement.
RECITALS
WHEREAS, the Company intends to conduct an underwritten public offering (the “Offering”) of shares of its Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and such shares, the “Base Shares”), for
aggregate consideration of up to $1,500,000,000 (before deducting any underwriting discounts and commissions and expenses, and not including gross proceeds from the exercise of any over-allotment option of the underwriters) and such additional
shares as may be issued pursuant to the exercise of any over-allotment option (collectively with the Base Shares, the “Offered Shares”);
WHEREAS, Independence Energy Aggregator, L.P. (“Aggregator”), a stockholder owning more than 5% of the common stock of the Company and affiliate of KKR & Co. Inc. (together with its subsidiaries, “KKR”) has indicated a desire to purchase up to $500,000,000 of the Offered Shares at the public offering price through participation in the
Equity Offering directly, via a subscription agreement or other definitive documentation (the “KKR Participation”);
WHEREAS, pursuant to Section 16(d) of the Management Agreement, the Management Agreement
may be amended by an instrument in writing executed by the Parties; and
WHEREAS, in connection with the transactions contemplated by the Offering, including the
KKR Participation, the Parties desire to amend the Management Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth
herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
AGREEMENT
1.
Amendment to the Management Agreement. The definition of Management Fee in Section 1 is hereby amended and restated as follows:
““Management Fee” means the management fee, without duplication, payable quarterly in arrears with respect to each calendar quarter commencing with the quarter in which the Effective Date occurs, in an amount equal to (x) (A) $53,300,000 per annum
($13,325,000 per quarter) plus (B) 1.50% per annum (0.375% per quarter) of the Equity Issuance Value multiplied by (y) the Company OpCo Ownership; provided that the portion of the management fee described in clause (x)(B) attributable to (i) the equity issuances pursuant to the transactions contemplated by
Article I of the Agreement and Plan of Merger, dated as of May 15, 2024, by and between the Company, Artemis Acquisition Holdings Inc., Artemis Merger Sub Inc., Artemis Merger Sub II LLC and SilverBow Resources, Inc. (as may be amended or otherwise
modified from time to time), shall not exceed $9,000,000, (ii) the equity issuances pursuant to the transactions contemplated by Article II of the Membership Interest Purchase Agreement, dated as of December 3, 2024, by and among the Company,
Crescent Energy Finance, LLC and Ridgemar Energy Operating, LLC, shall not exceed $5,000,000, (iii) the equity issuances pursuant to the transactions contemplated by Article II of the Vital Merger Agreement, shall not exceed $9,000,000 and (iv) the
equity issuances pursuant to the Offering (including any shares of the Company’s Class A common stock purchased by Aggregator in connection therewith pursuant to the KKR Participation and any shares issued pursuant to the underwriters’ option to
purchase additional shares), shall be reduced by $3,000,000.
The Management Fee shall be pro-rated for partial periods, to the extent necessary, as described more fully elsewhere herein.”
2.
Full Force and Effect. Except as expressly set forth in this Amendment, all other provisions of the Management Agreement remain unchanged and
in full force and effect. In the event of a conflict between the terms of this Amendment and the Management Agreement, the terms of this Amendment shall prevail. From and after the Amendment Effective Date, all references in the Management
Agreement to “the Agreement” or “this Agreement” shall refer to the Management Agreement as amended by this Amendment.
3.
Effectiveness; Entire Agreement. This Amendment shall be effective as of the Amendment Effective Date. The Management Agreement, as amended
hereby, contains the entire agreement and understanding between the Parties with respect to the subject matter thereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral
or written, of any nature whatsoever with respect to the subject matter thereof. The express terms thereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms thereof. This Amendment shall
automatically terminate, be of no further force and effect, and shall not be effective, if the closing of the Offering has not occurred on or before January 5, 2027.
4.
Miscellaneous. Section 16(b) (Binding Nature of Agreement; Successors and Assigns; No Third Party Beneficiaries), Section 16(d) (Amendments),
Section 16(e) (Governing Law), Section 16(f) (Waiver of Jury Trial), Section 16(g) (Arbitration), Section 16(l) (Counterparts) and Section 16(m) (Severability) of the Management Agreement are hereby incorporated by reference, mutatis mutandis, as if set forth in full herein.