Exhibit 4.4


 





KKR INFRASTRUCTURE CONGLOMERATE LLC

KKR Share Repurchase Arrangement

Effective as of [●], 2022


 


Definitions


 


Board – shall mean the Company’s board of
directors.


 


Company – shall mean KKR Infrastructure Conglomerate
LLC, a Delaware limited liability company.


 


Eligible Shares – shall mean Class E Shares of
the Company.


 


Excess Operating Cash Flow – shall mean, for any
given month, the Company’s net cash provided by operating activities, if any, less any amounts of such cash used, or designated
for use, to pay distributions to Shareholders.


 


Existing Share Repurchase Plan – shall mean the
Class S, Class D, Class U, Class I, Class R and Class F Share Repurchase Plan, effective as of [●], 2022, as amended or supplemented.


 


KKR Investor – shall refer collectively to Kohlberg
Kravis Roberts & Co. L.P. and its subsidiaries and affiliated entities.


 


Monthly Repurchase Amount – shall mean, for any
given month, the number of Eligible Shares having an aggregate NAV equal to (i) the net proceeds from new subscriptions for Shares
in the Offering that month (which subscriptions will be accepted as of the first calendar day of the following month) less (ii)
the aggregate repurchase amount (excluding any amount of the aggregate repurchase price paid using Excess Operating Cash Flow)
of Shares repurchased by the Company that month pursuant to the Existing Share Repurchase Plan.


 


NAV – shall mean the net asset value of the Company
or a class of its Shares, as the context requires, determined in accordance with the Company’s valuation policies and procedures.


 


Offering – shall mean the continuous private offering
of the Shares pursuant to Regulation D and Regulation S under the Securities Act of 1933.


 


Shares – shall mean shares of the Company’s
limited liability interests.


 


Shareholders – shall mean the holders of the Shares.


 


Transaction Price – shall mean the repurchase price
per share for each class of Shares, which shall be equal to the then-current offering price before applicable selling commissions
and dealer manager fees, as determined monthly.


 

















 


Share Repurchase Arrangement


 


In recognition of the KKR Investor supporting the Company’s
initial and potential future acquisitions, the Company has adopted this Share Repurchase Arrangement.


 


Timing and Amount of Repurchase Offers


 


After [●], subject to the limitations below, as of the
last calendar day of each month the Company will offer to repurchase Eligible Shares from the KKR Investor in an amount equal to
(1) the Monthly Repurchase Amount for that month plus (2) any Monthly Repurchase Amounts from prior months that have not yet been
repurchased. The KKR Investor will notify the Company if and to what extent it elects to have the Company repurchase the Eligible
Shares offered for repurchase in a manner agreed upon by the Company and the KKR Investor. The Company will make these repurchase
offers until all Eligible Shares have been repurchased from the KKR Investor. For the avoidance of doubt, the amount of the repurchase
offers to the KKR Investor are not subject to the volume limitations in the Existing Share Repurchase Plan.


 


Price of Repurchase Offers


 


The price per share for each repurchase from the KKR Investor
will be the Transaction Price for the Class E Shares in effect at the time of repurchase. For the avoidance of doubt, the KKR Investor
shall have no obligation to proceed with a repurchase during any calendar month.


 


Limitations


 


Notwithstanding the foregoing, no repurchase offer will be made
to the KKR Investor for any month in which (1) the 2% monthly or 5% quarterly repurchase limitations in the Existing Share Repurchase
Plan have been decreased or (2) the full amount of all Shares (excluding the Eligible Shares) requested to be repurchased under
the Existing Share Repurchase Plan is not repurchased. Additionally, should repurchase requests, in the Company’s judgment,
place an undue burden on the Company’s liquidity, adversely affect the Company’s operations or risk having an adverse
impact on the Company as a whole, the Company may elect not to offer to repurchase shares from the KKR Investor, or may offer to
purchase less than the Monthly Repurchase Amount. Further, the Board may modify, suspend or terminate this share repurchase arrangement
if it deems such action to be in the best interests of the Company and its Shareholders. Material modifications to and suspensions
of this share repurchase arrangement will be promptly disclosed to Shareholders in a supplement to the Company’s private
placement memorandum or special or periodic report filed by the Company. In addition, the Company may in its sole discretion determine
to suspend purchases under this share repurchase arrangement if it is prohibited from purchasing Shares by a legal, contractual
or regulatory restriction applicable to it or its affiliates.


 


The KKR Investor will not request that Eligible Shares be repurchased
under the Existing Share Repurchase Plan.


 


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