KKR Private Equity Conglomerate LLC Sample Contracts

Amended and Restated Uncommitted Unsecured Line of Credit
Letter Agreement • March 26th, 2024 • KKR Private Equity Conglomerate LLC • Finance services

Borrower Date Borrower Joined the Line Date Borrower Withdrew from the Line (if applicable) K-PEC HedgeCo LLC December 20, 2023 K-PEC Phoenix Holdings GP Limited December 20, 2023 January 4, 2024

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THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • December 20th, 2023 • KKR Private Equity Conglomerate LLC • Finance services

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time and including any schedules, exhibits, annexes or other documents attached to this Agreement from time to time, this “Agreement”) of KKR Private Equity Conglomerate LLC (the “Company”) is made and entered into as of December 14, 2023 by KKR DAV Manager LLC, a Delaware limited liability company, as the Manager (as defined herein) and KKR DAV Manager LLC, as attorney-in-fact of each of the Members (as defined herein), and any other Persons who are or hereafter become Members of the Company or parties hereto as provided herein. Capitalized terms used in this Agreement without definition shall have the respective meanings specified in Section 2.2 and, unless otherwise specified, article and section references used herein refer to Articles and Sections of this Agreement.

MANAGEMENT AGREEMENT by and between KKR Private Equity Conglomerate LLC and KKR DAV Manager LLC
Management Agreement • July 27th, 2023 • KKR Private Equity Conglomerate LLC • Finance services • New York

MANAGEMENT AGREEMENT, dated as of July 27, 2023, by and between KKR Private Equity Conglomerate LLC, a Delaware limited liability company, and KKR DAV Manager LLC, a Delaware limited liability company (the “Manager”).

DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • July 27th, 2023 • KKR Private Equity Conglomerate LLC • Finance services • New York

THIS DEALER-MANAGER AGREEMENT (this “Agreement’) is made as of this 27th day of July, 2023, by and between KKR Private Equity Conglomerate LLC, a Delaware limited liability company (the “Company”), and KKR Capital Markets LLC (the “Dealer-Manager”), a Delaware limited liability company.

KKR PRIVATE EQUITY CONGLOMERATE LLC a Delaware Limited Liability Company AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
KKR Private Equity Conglomerate LLC • July 27th, 2023 • Finance services • New York

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time and including any schedules, exhibits, annexes or other documents attached to this Agreement from time to time, this “Agreement”) of KKR Private Equity Conglomerate LLC (the “Company”) is made and entered into as of July 27, 2023 by the Initial Member (as defined herein), KKR DAV Manager LLC, a Delaware limited liability company, as the Manager (as defined herein), and KKR Group Assets Holdings III L.P., a Delaware limited partnership (“KKR Group Assets Holdings III”) as the sole Class G Member as of the date hereof, and any other Persons who are or hereafter become Members of the Company or parties hereto as provided herein by. Capitalized terms used in this Agreement without definition shall have the respective meanings specified in Section 2.2 and, unless otherwise specified, article and section references used herein refer to Articles and Section of this Agreement.

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • March 26th, 2024 • KKR Private Equity Conglomerate LLC • Finance services • New York

ADMINISTRATIVE SERVICES AGREEMENT (“Agreement”) made as of August 1, 2023, by and between EACH ENTITY LISTED ON SCHEDULE I (each such entity referred to herein as the “Company”), and THE BANK OF NEW YORK MELLON, a corporation organized under the laws of the State of New York, through its Alternative Investment Services group (“BNYM-AIS”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 14th, 2023 • KKR Private Equity Conglomerate LLC • Finance services • Delaware

This Indemnification Agreement is dated as of , (this “Agreement”) and is by and between [name of director and/or officer to be inserted] (the “Indemnitee”) and KKR Private Equity Conglomerate LLC, a Delaware limited liability company (the “Company”). Terms used but not defined herein shall have the meanings assigned to such terms in the Amended and Restated Limited Liability Company Agreement of the Company, dated as of , (as amended from time to time, the “LLC Agreement”).

TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • August 14th, 2023 • KKR Private Equity Conglomerate LLC • Finance services • New York

This TRADEMARK LICENSE AGREEMENT (“Agreement”) is effective as of the 9th day of August, 2023 (“Effective Date”) between Kohlberg Kravis Roberts & Co. L.P. (the “Licensor”) and KKR Private Equity Conglomerate LLC, a company organized under the laws of the State of Delaware (“Licensee”).

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • August 7th, 2023 • KKR Private Equity Conglomerate LLC • Finance services • New York

passwords and, where applicable, secure identification devices. You will ensure that any User receiving a secure identification device returns such device immediately following the termination of the User’s authorization to access the products and services for which the secure identification device was provided to such User. You are solely responsible for Users’ access to Electronic Access, and You and Users are solely responsible for the confidentiality of the user-ids and passwords and secure identification devices that are provided to them and will remain responsible for each secure identification device until it is returned to BNY Mellon. You, on behalf of You and Your affiliates, acknowledge and agree that, BNY Mellon will have no duty or obligation to verify or confirm the actual identity of the person who accesses Electronic Access using a validly issued user-id and password (and, where applicable, security identification device) or that the person who accesses Electronic Access

KKR DAV Manager LLC New York, NY 10001
KKR Private Equity Conglomerate LLC • April 14th, 2023 • New York

KKR DAV Manager LLC (the “Manager”) hereby confirms its agreement as follows in respect of KKR Private Equity Conglomerate LLC (the “Company”):

Subscription Agreement for Shares of KKR Private Equity Conglomerate LLC (the “Company”) 1. Your Investment
Subscription Agreement • May 31st, 2023 • KKR Private Equity Conglomerate LLC • Finance services
KKR DAV Manager LLC 30 Hudson Yards New York, NY 10001
KKR Private Equity Conglomerate LLC • May 15th, 2024 • Finance services • New York

KKR DAV Manager LLC (the “Manager”) hereby confirms its agreement as follows in respect of KKR Private Equity Conglomerate LLC (the “Company”):

KKR PRIVATE EQUITY CONGLOMERATE LLC LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF DECEMBER 6, 2022
Limited Liability Company Agreement • April 14th, 2023 • KKR Private Equity Conglomerate LLC • Delaware

This Limited Liability Company Agreement, dated as of December 6, 2022 (this “Agreement”), of KKR PRIVATE EQUITY CONGLOMERATE LLC (the “Company”) is entered into by its sole member, KKR Group Assets Holdings III L.P. (the “Sole Member”), as a Class G Member (as defined herein).

CUSTODY AGREEMENT By and Between THE BANK OF NEW YORK MELLON And EACH ENTITY LISTED ON SCHEDULE I
Custody Agreement • August 7th, 2023 • KKR Private Equity Conglomerate LLC • Finance services • New York

This Custody Agreement is made and entered into as of August 1, 2023 (the “Effective Date”) by and between THE BANK OF NEW YORK MELLON, a bank organized under the laws of the state of New York (“BNY Mellon”), and each entity listed on Schedule I attached hereto (each a “Customer” and collectively the “Customers”). BNY Mellon and Customer are collectively referred to as the “Parties” and individually as a “Party”.

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