Common use of First Offer Right Clause in Contracts

First Offer Right. (a) Except as otherwise provided in Sections 4.1 and 4.3, if any Unitholder (the “Transferor”) desires to make a Transfer of any Original Common Units, then, prior to making such Transfer, the Transferor must deliver a notice (the “First Offer Notice”) to the voting member majority of the General Partner. (b) The First Offer Notice must specify the number of Original Common Units to be the subject of the Transfer (the “Offered Original Common Units”) and disclose all of the proposed terms and conditions of the Transfer except, in the case of a Public Sale, the name of the transferee or transferees. The purchase price for the Original Common Units must be payable solely in cash at the closing of the transaction. (c) The voting member majority or the board of directors of the General Partner may give notice of Inergy Holdings’ election to purchase any or all of the Offered Original Common Units, at the price and on the terms specified in the First Offer Notice by delivering notice of its election (the “First Offer Election Notice”) to the Transferor before the end of the first full Business Day after delivery of the First Offer Notice (the end of such full Business Day, the “First Offer Election Period”). (d) If Inergy Holdings elects to purchase any of the Offered Original Common Units, the Transfer of such Offered Original Common Units must be consummated within 24 hours after the expiration of the First Offer Election Period. (e) In the case of a First Offer Notice contemplating a Public Sale, if Inergy Holdings fails to elect to purchase all of the Offered Original Common Units, the Transferor may, during the 20 Business Days immediately after the expiration of the First Offer Election Period, Transfer any or all of the unpurchased Offered Original Common Units in a Public Sale at the then-prevailing market price or prices. All unpurchased Offered Original Common Units that are not Transferred within such 20 Business Day period will again be subject to the provisions of this Section 4.2 with respect to any subsequent Transfer. (f) In the case of a First Offer Notice contemplating a Transfer other than a Public Sale, if Inergy Holdings fails to elect to purchase all of the Offered Original Common Units, the Transferor may, during the five Business Days immediately after the expiration of the First Offer Election Period, Transfer any or all of the unpurchased Offered Original Common Units to the Person or Persons specified in the First Offer Notice on the terms specified in the First Offer Notice. All unpurchased Offered Original Common Units that are not Transferred within such five Business Day period will again be subject to the provisions of this Section 4.2 with respect to any subsequent Transfer.

First Offer Right. (a) Except as otherwise provided in Sections 4.1 and 4.3Subject to Section 3(e), if at least 30 days prior to making any Unitholder Transfer of any Stockholder Shares, the holder of Stockholder Shares making such Transfer (the “TransferorTransferring Stockholder”) desires to make a Transfer of any Original Common Units, then, prior to making such Transfer, the Transferor must shall deliver a written notice (the an “First Offer Notice”) to the voting member majority of Company, the General Partner. Series C-2 Investing Stockholders, the Series D Investing Stockholders and the Founder Stockholders but no other Stockholders (b) The First Offer Notice must the Series C-2 Investing Stockholders, Series D Investing Stockholders and Founder Stockholders being the “Other Stockholders”), which shall specify in reasonable detail the proposed number of Original Common Units Stockholder Shares to be the subject of the Transfer (the “Offered Original Common Units”) and disclose all of transferred, the proposed terms and conditions of the Transfer except, in and the case identity of a Public Salethe transferee(s) (if known). First, the name of the transferee or transferees. The purchase price for the Original Common Units must be payable solely in cash at the closing of the transaction. (c) The voting member majority or the board of directors of the General Partner Company may give notice of Inergy Holdings’ election elect to purchase any or all of the Offered Original Common Units, Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder and the Other Stockholders as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has not elected to purchase all of the Stockholder Shares specified in the First Offer Notice within such ten-day period, each Other Stockholder (together with the Company if the Other Stockholders electing to purchase Stockholder Shares consent to the Company’s participation in such purchase) may elect to purchase all of such holder’s Pro Rata Share (as defined below) of the Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of its such election (the “First Offer Election Notice”) to the Transferor before the end of the first full Business Day Transferring Stockholder as soon as practical but in no event within 20 days after delivery of the First Offer Notice (Notice. Any Stockholder Shares not elected to be purchased by the end of such full Business Day20-day period shall be reoffered for the ten-day period prior to the expiration of the Election Period by the Transferring Stockholder on a pro rata basis to the Other Stockholders who have elected to purchase their Pro Rata Share and, if there are any such Stockholder Shares remaining after such allocation, the “First Offer Election Period”). (d) If Inergy Holdings elects Company shall have the right to purchase such remaining Stockholder Shares. If the Company or any Other Stockholders have elected to purchase Stockholder Shares from the Transferring Stockholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the Offered Original Common Unitselection notice(s) to the Transferring Stockholder, the Transfer of such Offered Original Common Units must be consummated but in any event within 24 hours 20 days after the expiration of the First Offer Election Period. (e) In . If prior to the case expiration of a First Offer Notice contemplating a Public Sale, if Inergy Holdings fails to elect the Election Period the Company has not elected to purchase all of the Offered Original Common UnitsStockholder Shares being offered and the Other Stockholders have not elected to purchase their respective Pro Rata Shares of the Stockholder Shares being offered, the Transferor Transferring Stockholder may, during the 20 Business Days immediately within 90 days after the expiration of the First Offer Election Period, Transfer any or all of the unpurchased Offered Original Common Units in a Public Sale at the then-prevailing market price or prices. All unpurchased Offered Original Common Units that are not Transferred within such 20 Business Day period will again be Period and subject to the provisions of subsection (d) below, transfer the Stockholder Shares not purchased by the Company or any Other Stockholders to one or more third parties at a price no less than the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company and the Other Stockholders in the Offer Notice. Any Stockholder Shares not transferred within such 90-day period shall be reoffered to the Company and the Other Stockholders under this Section 4.2 with respect 3(c) prior to any subsequent Transfer. (f) In . Each Other Stockholder’s “Pro Rata Share” shall be based upon such Other Stockholder’s proportionate ownership of all Common Stock owned or issued upon conversion of the case Series C-2 Preferred and Series D Preferred and issuable upon conversion of a First Offer Notice contemplating a Transfer the Series C-2 Preferred and Series D Preferred, in either case, owned by Other Stockholders other than a Public Sale, if Inergy Holdings fails to elect to purchase all of the Offered Original Common Units, the Transferor may, during the five Business Days immediately after the expiration of the First Offer Election Period, Transfer any or all of the unpurchased Offered Original Common Units to the Person or Persons specified in the First Offer Notice on the terms specified in the First Offer Notice. All unpurchased Offered Original Common Units that are not Transferred within such five Business Day period will again be subject to the provisions of this Section 4.2 with respect to any subsequent TransferTransferring Stockholder.

First Offer Right. (a) Except as otherwise provided in Sections 4.1 and 4.3, if If any Unitholder Member (the “"Transferor”") desires wishes to make a Non-Exempt Transfer of any Original Common UnitsInterests, then, prior to at least 25 Business Days before making any such TransferNon-Exempt Transfer (the "First Offer Election Period"), the Transferor must will deliver a written notice (the “"First Offer Notice”") to the voting member majority of Company and to all Voting Members (the General Partner"Offerees"). (b) The First Offer Notice must will specify the number proposed percentage and type of Original Common Units Interests to be the subject of the such Transfer (the “"Offered Original Common Units”Interests") and disclose all of in reasonable detail the proposed terms and conditions of the Transfer except, in the case of a Public Sale, the name of the transferee or transfereesTransfer. The purchase price for the Original Common Units must any such Transfer shall be payable solely in cash at the closing of the transactiontransaction in cash or, at the option of the Offerees, with a promissory note payable in regular installments over a period of no more than five years bearing interest at a rate equal to the Company's cost of funds. (c) The voting member majority or Offerees may, in the board of directors of the General Partner may aggregate, give notice of Inergy Holdings’ election to elect to purchase any or all (but not less than all) of the Offered Original Common UnitsInterests, at the price and on the terms specified in the First Offer Notice by delivering written notice of its such election (the “"First Offer Election Notice”") to the Transferor before the end of the first full within 15 Business Day Days after delivery of the First Offer Notice Notice. If more than one Offeree (other than the end Company) gives notice of election to purchase the Offered Interests, they shall be entitled to purchase such full Business DayOffered Interests in proportion to their existing Common Percentage Interests, as adjusted, of the Company, unless they agree otherwise. If the Offerees (other than the Company) do not elect to purchase all of the Offered Interests, the “First Offer Election Period”Company may give notice to elect to purchase all (but not less than all) of the Offered Interests by delivering written notice to the Transferor within 7 Business Days after the expiration of the period referred to in the first sentence of this clause (c). (d) If Inergy Holdings elects any Offerees have elected to purchase any of the Offered Original Common UnitsInterests, the Transfer transfer of such Offered Original Common Units must shares will be consummated as soon as practical (but in any event within 24 hours 10 Business Days) after the expiration of the First Offer Election Period. (e) In . If the case of a First Offer Notice contemplating a Public Sale, if Inergy Holdings fails to elect Offerees have not elected to purchase all of the Offered Original Common UnitsInterests, the Transferor may, during the 20 Business Days immediately within 90 days after the expiration of the First Offer Election Period, Transfer any transfer all (but not less than all) of such Offered Interests to one or all more Third Parties at a price and on terms no more favorable to the Third Parties than offered to the Offerees in the First Offer Notice; provided, however, that prior to such Transfer, such Third Parties shall have agreed in writing to be bound by the provisions of this Agreement and shall have delivered to the unpurchased Company an executed counterpart of this Agreement. Any Offered Original Common Units in a Public Sale at the then-prevailing market price or prices. All unpurchased Offered Original Common Units that are Interests not Transferred transferred within such 20 Business Day 90-day period will again be subject to the provisions of this Section 4.2 with respect to 7.2 upon any subsequent Transfertransfer. (e) Notwithstanding the foregoing, unless the Transferor shall have consented to the purchase of less than all of the Offered Interests, no Offeree may purchase any Offered Interests unless all of the Offered Interests are to be purchased by the Offerees. (f) In the case of a First Offer Notice contemplating a Transfer other than a Public Sale, if Inergy Holdings fails to elect to purchase all The designation of the Offered Original Interests as Class A Preferred Interests or Common Units, the Transferor may, during the five Business Days immediately after the expiration of the First Offer Election Period, Transfer Interests will continue and any and all rights associated therewith shall be retained by each Offered Interest sold or all of the unpurchased Offered Original Common Units otherwise transferred pursuant to the Person or Persons specified in the First Offer Notice on the terms specified in the First Offer Notice. All unpurchased Offered Original Common Units that are not Transferred within such five Business Day period will again be subject to the provisions of this Section 4.2 with respect to any subsequent Transfer7.2.

First Offer Right. (ai) Except as otherwise provided in Sections 4.1 and 4.3, if any Unitholder (the “Transferor”) desires If a Mc/X Stockholder wishes to make a Transfer of any Original Common Unitsits Shares ("Offered Shares"), then, prior to at least ten (10) days before making any such Transfer, the Transferor must Mc/X Stockholder shall deliver to the Company and the P/M Stockholders a written notice (the “First Offer "Sale Notice”") to the voting member majority notifying them of the General Partner. (b) proposed Transfer. The First Offer Sale Notice must specify the number of Original Common Units to be the subject of the Transfer (the “Offered Original Common Units”) and shall disclose all of in reasonable detail the proposed terms and conditions of the Transfer exceptTransfer, in the case of a Public Saleincluding, without limitation, the name price per share to be paid by the transferee, the identity of the transferee or transfereestransferee, evidence of its financial ability to effectuate the purchase, and confirmation of the transferee's agreement to be bound by the terms of this Agreement. The Unless otherwise agreed by the P/M Stockholders, the purchase price for the Original Common Units any Transfer must be payable solely in cash at the closing of the transactioncash. (cii) The voting member majority or P/M Stockholders shall have the board of directors of the General Partner may give notice of Inergy Holdings’ election right to purchase any or all (but not less than all) of the Offered Original Common UnitsShares, at the price and on the terms specified in the First Sale Notice (the "Offer Notice by delivering Right"). The P/M Stockholders may decide, as between themselves, who shall purchase the Offered Shares. The P/M Stockholders shall deliver written notice of its their election to exercise the Offer Right (the “First Offer "Purchase Election Notice”") to the Transferor before Mc/X Stockholders within 5 days after the end of Sale Notice is given. Failure by the first full Business Day after delivery of P/M Stockholders to give a timely Purchase Election Notice to the First Mc/X Stockholders shall be deemed an election by them not to exercise the Offer Notice (the end of such full Business Day, the “First Offer Election Period”)Right. (diii) If Inergy Holdings elects to purchase any of the Offered Original Common Units, the Transfer of such Offered Original Common Units must be consummated within 24 hours after the expiration of the First Offer Election Period. (e) In the case of a First Offer Notice contemplating a Public Sale, if Inergy Holdings fails to P/M Stockholders elect to purchase all of the Offered Original Common UnitsShares pursuant to the Offer Right, then such purchase shall, unless the Transferor mayparties thereto otherwise agree, during be completed at a closing to be held at the 20 Business Days immediately after the expiration principal office of the First Offer Election Period, Transfer any or all Company at 10:00 a.m. local time on the 10th day following the exercise of the unpurchased Offered Original Common Units in a Public Sale at the then-prevailing market price or prices. All unpurchased Offered Original Common Units that are not Transferred within such 20 Business Day period will again be subject to the provisions of this Section 4.2 with respect to any subsequent TransferOffer Right. (fiv) The purchase price for the Shares sold pursuant to the Offer Right shall be the purchase price contained in the Sale Notice, and shall be on the applicable terms and conditions contained in the Sale Notice and this Agreement. (v) In the case of a First event that the P/M Stockholders fail to exercise the Offer Notice contemplating a Transfer other than a Public SaleRight, if Inergy Holdings fails then the Mc/X Stockholder shall be permitted to elect to purchase all of transfer the Offered Original Common Units, the Transferor may, during the five Business Days immediately after the expiration of the First Offer Election Period, Transfer any or all of the unpurchased Offered Original Common Units Shares solely to the Person or Persons specified in the First Offer Notice proposed transferee and solely on the terms specified and conditions set forth in the First Offer Sale Notice. All unpurchased Offered Original Common Units that are not Transferred within such five Business Day period will again be subject to the provisions of this Section 4.2 with respect to any subsequent Transfer.

First Offer Right. (a) Except as otherwise provided in Sections 4.1 At any time after the fifth anniversary of the date of this Agreement and 4.3prior to a Qualified Public Offering, if any Unitholder Other Investor (the “Transferor”"TRANSFERRING STOCKHOLDER") desires may Transfer Shares pursuant to make a bona fide offer from a Person other than an Affiliate of such Other Investor by complying with this Section 4.2; provided, that a Management Investor may not Transfer any Shares that are owned by such Management Investor on the date of this Agreement unless such Transfer includes all (and not less than all) Shares owned by the Management Investor on the date of this Agreement (including Shares that are Transferred pursuant to Section 4.3(a)(i), but not including any Original Common Units, then, prior Shares that are Transferred pursuant to making such TransferSection 4.3(a)(ii)). In order to do so, the Transferor Transferring Stockholder must deliver a notice (the “First Offer Notice”"OFFER NOTICE") to the voting member majority other Stockholders and to the Company, disclosing the proposed number and type of Shares (the "SUBJECT SHARES") to be Transferred, the identity of the General Partner. (b) The First Offer Notice must specify the number of Original Common Units to be the subject of the Transfer (the “Offered Original Common Units”) and disclose all of proposed purchasers, and, in reasonable detail, the proposed terms and conditions of the Transfer exceptTransfer, in the case of a Public Sale, the name which must include payment of the transferee or transferees. The purchase price for the Original Common Units must be payable solely in cash at the closing of the transaction. (c) The voting member majority or the board of directors Transfer. Then, each of the General Partner Stockholders other than the Transferring Stockholder that own Shares of the same type as the Subject Shares (collectively the "FIRST OFFER STOCKHOLDERS") may give elect to purchase its First Offer Percentage of the Subject Shares specified in the Offer Notice at the price per Subject Share in cash and on the other terms specified therein by delivering notice of Inergy Holdings’ such election to the Transferring Stockholder within 30 days after the delivery of the Offer Notice; if less than all of the First Offer Stockholders elect to make such purchase, the remaining Subject Shares shall be reoffered to those First Offer Stockholders who have elected to make such purchase under procedures specified by the Company until either an election to purchase any or all of the Offered Original Common UnitsSubject Shares has been made or no First Offer Stockholder is willing to increase the number of Subject Shares that it is electing to purchase. If the First Offer Stockholders have not elected to purchase all of the Subject Shares within 45 days after delivery of the Offer Notice, the Company may elect to purchase all (but not less than all) of the Subject Shares that the First Offer Stockholders did not elect to purchase at the price per Subject Share in cash and on the other terms specified in the First Offer Notice by delivering notice of its such election (the “First Offer Election Notice”) to the Transferor before the end of the first full Business Day Transferring Stockholder within 60 days after delivery of the First Offer Notice (Notice. If the end of such full Business Day, the “First Offer Election Period”). (d) If Inergy Holdings elects to purchase any of the Offered Original Common Units, the Transfer of such Offered Original Common Units must be consummated within 24 hours after the expiration of Company and/or the First Offer Election Period. Stockholders have elected to purchase all (ebut not less than all) In of the case Subject Shares from the Transferring Stockholder, the transfer of such Subject Shares pursuant to such elections will be consummated at a time and place specified by the Company within 90 days after delivery of the Offer Notice. If (and only if) the Company and the First Offer Notice contemplating a Public Sale, if Inergy Holdings fails to elect Stockholders have not elected to purchase all of the Offered Original Common UnitsSubject Shares within 60 days after delivery of the Offer Notice, the Transferor may, during elections of the 20 Business Days immediately after the expiration of Company and the First Offer Election Period, Transfer any or Stockholders to purchase less than all of the unpurchased Offered Original Common Units Subject Shares shall be ineffective and the Transferring Stockholder may, not less than 60 days or more than 120 days after delivery of the Offer Notice, transfer all (but not less than all) of the Subject Shares to the proposed purchasers set forth in a Public Sale the Offer Notice at the then-prevailing market same price or pricesper Subject Share in cash and on the same other terms offered to the Company and the First Offer Stockholders in the Offer Notice; provided, that prior to such Transfer, such transferees shall have agreed in writing to be bound by the provisions of this Agreement. All unpurchased Offered Original Common Units that If the Subject Shares are not Transferred so transferred within such 20 Business Day period period, they will again be subject to the provisions of this Section 4.2 4.2(a) with respect to any subsequent Transfertransfer and the Transferring Stockholder will not be entitled to deliver another Offer Notice for 90 days after the Subject Shares again become subject to this Section 4.2(a). (fb) In If the case Board determines in good faith that the acquisition of Subject Shares by a proposed purchaser identified in an Offer Notice could have an adverse effect on the Company for competitive or regulatory reasons, the Company shall deliver notice of that determination to the Stockholders within 20 days after delivery of the Offer Notice, such Offer Notice shall be void and of no effect and the contemplated Transfer of the Subject Shares by the Transferring Stockholder shall be prohibited. The Transferring Stockholder shall provide the Board with such information as the Board may reasonably request in order to make that determination and the 20-day period referred to in the preceding sentence shall be tolled during any period in which such information has been requested and not supplied. (c) The Stockholders may transfer any of their respective rights to purchase the Subject Shares under Section 4.2(a) to any of their respective Affiliates; provided, that prior to such transfer, such Affiliate shall have agreed in writing to become a party to this Agreement. (d) A First Offer Notice contemplating a Transfer other than a Public Sale, if Inergy Holdings fails to elect to purchase all Stockholder's "FIRST OFFER PERCENTAGE" is the quotient obtained by dividing the number of Shares of the Offered Original Common Units, same type as the Transferor may, during Subject Shares held by such First Offer Stockholder by the five Business Days immediately after the expiration number of Shares of the same type as the Subject Shares held by all First Offer Election Period, Transfer any or all of the unpurchased Offered Original Common Units to the Person or Persons specified in the First Offer Notice on the terms specified in the First Offer Notice. All unpurchased Offered Original Common Units that are not Transferred within such five Business Day period will again be subject to the provisions of this Section 4.2 with respect to any subsequent TransferStockholders.

First Offer Right. (a) Except as otherwise provided in Sections 4.1 and 4.3, if Prior to making any Unitholder (the “Transferor”) desires to make a Transfer Disposition of any Original or all of its Common Units, then, prior to making such TransferStock, the Transferor must Disposing Stockholder shall deliver a written notice (the “an "First Offer Notice”") to the voting member majority of Company and the General Partner. (b) Other Stockholders. The First Offer Notice must specify shall disclose in reasonable detail the proposed number of Original Common Units shares to be the subject of the Transfer (the “Offered Original Common Units”) and disclose all of transferred, and, if known, the proposed terms and conditions of the Transfer exceptand, if known, the identity of the prospective transferee(s). One or more of the Other Stockholders may elect to offer to purchase their Pro Rata Share (as defined) of all (but not less than all) of such offered shares specified in the case First Offer Notice by delivering written notice to the Disposing Stockholder of a Public Sale, such election within 15 days after the name delivery of the transferee or transfereesFirst Offer Notice (the "Election Period"), setting forth the price per share and the terms and conditions of such offer to purchase (the "Election Notice"). The purchase price for the Original Common Units must specified in any Election Notice shall be payable solely in cash at the closing of the transaction. (c) transaction or in installments over time. The voting member majority or the board of directors of the General Partner may give notice of Inergy Holdings’ election to purchase any or all of the Offered Original Common UnitsDisposing Stockholder may, at the price and on the terms specified in the First Offer Notice by delivering notice of its election (the “First Offer Election Notice”) to the Transferor before the end of the first full Business Day after delivery of the First Offer Notice (the end of such full Business Day, the “First Offer Election Period”). (d) If Inergy Holdings elects to purchase any of the Offered Original Common Units, the Transfer of such Offered Original Common Units must be consummated within 24 hours 90 days after the expiration of the First Offer Election Period. Period (ei) In transfer such shares to one or more third parties, provided that if an Election Notice has been delivered, such transfer may only be at a price greater than the case price per share specified in the Election Notice and on other terms no more favorable to the transferees thereof than offered to the Other Stockholder in the Election Notice, (ii) transfer such shares pursuant to the Election Notice to those Other Stockholders who delivered such Election Notice, or (iii) elect not to transfer such shares. Any shares of a First Offer Notice contemplating a Public Sale, if Inergy Holdings fails to elect to purchase all of the Offered Original Common Units, the Transferor may, during the 20 Business Days immediately after the expiration of the First Offer Election Period, Transfer any or all of the unpurchased Offered Original Common Units in a Public Sale at the then-prevailing market price or prices. All unpurchased Offered Original Common Units that are Stock not Transferred transferred within such 20 Business Day 90-day period will again shall be subject to the provisions terms of this Section 4.2 with respect 5.2 prior to any subsequent Transfer. . Any such shares of Common Stock to be transferred pursuant clause (fi) In the case of a First Offer Notice contemplating a Transfer other than a Public Sale, if Inergy Holdings fails to elect to purchase all of the Offered Original Common Units, the Transferor may, during the five Business Days immediately after the expiration of the First Offer Election Period, Transfer any or all of the unpurchased Offered Original Common Units to the Person or Persons specified in the First Offer Notice on the terms specified in the First Offer Notice. All unpurchased Offered Original Common Units that are not Transferred within such five Business Day period will again above shall be subject to the provisions tag-along rights set forth in Section 5.1 above. If the Disposing Stockholder has elected to accept the offer to purchase such shares set forth in the Election Notice, the transfer of this Section 4.2 with respect such shares shall be consummated as soon as practical after the delivery of such acceptance notice to the Other Stockholders, but in any subsequent Transferevent within 15 days after the delivery of such acceptance notice. Each Other Stockholder's "Pro Rata Share" shall be based upon such Stockholder's proportionate ownership of all shares of Common Stock held by the Other Stockholders who have participated in the delivery of the Election Notice.

First Offer Right. (a) Except as otherwise provided in Sections 4.1 At any time after the fifth anniversary of the date of this Agreement and 4.3prior to a Qualified Public Offering, if any Unitholder Other Investor (the “Transferor”"TRANSFERRING EQUITYHOLDER") desires may Transfer Units pursuant to make a Transfer bona fide offer from a Person other than an Affiliate of any Original Common Units, then, prior such Other Investor by complying with this Section 4.2. In order to making such Transferdo so, the Transferor Transferring Equityholder must deliver a notice (the “First Offer Notice”"OFFER NOTICE") to the voting member majority other Equityholders and to the Company, disclosing the proposed number of Units (the "SUBJECT UNITS") to be transferred, the identity of the General Partner. (b) The First Offer Notice must specify the number of Original Common Units to be the subject of the Transfer (the “Offered Original Common Units”) and disclose all of proposed purchasers, and, in reasonable detail, the proposed terms and conditions of the Transfer exceptTransfer, in the case of a Public Sale, the name which must include payment of the transferee or transferees. The purchase price for the Original Common Units must be payable solely in cash at the closing of the transaction. (c) The voting member majority or the board of directors Transfer. Then, each of the General Partner Equityholders other than the Transferring Equityholder (collectively the "FIRST OFFER EQUITYHOLDERS") may give elect to purchase its First Offer Percentage of the Units specified in the Offer Notice at the price per Unit in cash and on the other terms specified therein by delivering notice of Inergy Holdings’ such election to the Transferring Equityholder within 30 days after the delivery of the Offer Notice; if less than all of the First Offer Equityholders elect to make such purchase, the remaining Subject Units shall be reoffered to those First Offer Equityholders who have elected to make such purchase under procedures specified by the Company until either an election to purchase any or all of the Offered Original Common UnitsSubject Units has been made or no First Offer Equityholder is willing to increase the number of Subject Units that it is electing to purchase. If the First Offer Equityholders have not elected to purchase all of the Subject Units within 45 days after delivery of the Offer Notice, the Company may elect to purchase all (but not less than all) of the Subject Units that the First Offer Equityholders did not elect to purchase at the price per unit in cash and on the other terms specified in the First Offer Notice by delivering notice of its such election (the “First Offer Election Notice”) to the Transferor before the end of the first full Business Day Transferring Equityholder within 60 days after delivery of the First Offer Notice (Notice. If the end of such full Business Day, the “First Offer Election Period”). (d) If Inergy Holdings elects to purchase any of the Offered Original Common Units, the Transfer of such Offered Original Common Units must be consummated within 24 hours after the expiration of Company and/or the First Offer Election Period. Equityholders have elected to purchase all (ebut not less than all) In of the case Subject Units from the Transferring Equityholder, the transfer of such Units pursuant to such elections will be consummated at a time and place specified by the Company within 90 days after delivery of the Offer Notice. If (and only if) the Company and the First Offer Notice contemplating a Public Sale, if Inergy Holdings fails to elect Equityholders have not elected to purchase all of the Offered Original Common UnitsSubject Units within 60 days after delivery of the Offer Notice, the Transferor may, during elections of the 20 Business Days immediately after the expiration of Company and the First Offer Election Period, Transfer any or Equityholders to purchase less than all of the unpurchased Offered Original Common Subject Units shall be ineffective and the Transferring Equityholder may, not less than 90 days or more than 120 days after delivery of the Offer Notice, transfer all (but not less than all) of the Subject Units to the proposed purchasers set forth in a Public Sale the Offer Notice at the then-prevailing market same price or pricesper Unit in cash and on the same other terms offered to the Company and the First Offer Equityholders in the Offer Notice; provided, that prior to such Transfer, such transferees shall have agreed in writing to be bound by the provisions of this Agreement. All unpurchased Offered Original Common If the Subject Units that are not Transferred so transferred within such 20 Business Day period period, they will again be subject to the provisions of this Section 4.2 4.2(a) with respect to any subsequent Transfertransfer and the Transferring Equityholder will not be entitled to deliver another Offer Notice for 90 days after the Subject Units again become subject to this Section 4.2(a). (fb) In If the case Board determines in good faith that the acquisition of Units by a First proposed purchaser identified in an Offer Notice contemplating a Transfer other than a Public Salecould have an adverse effect on the Company for competitive or regulatory reasons, if Inergy Holdings fails the Company shall deliver notice of that determination to elect the Equityholders within 20 days after delivery of the Offer Notice and such Offer Notice shall be void and of no effect. The Transferring Equityholder shall provide the Board with such information as the Board may reasonably request in order to make that determination and the 20-day period referred to in the preceding sentence shall be tolled during any period in which such information has been requested and not supplied. (c) The Equityholders may transfer any of their respective rights to purchase all of the Offered Original Common Units, the Transferor may, during the five Business Days immediately after the expiration of the First Offer Election Period, Transfer any or all of the unpurchased Offered Original Common Subject Units to the Person or Persons specified in the First Offer Notice on the terms specified in the First Offer Notice. All unpurchased Offered Original Common Units that are not Transferred within such five Business Day period will again be subject to the provisions of this under Section 4.2 with respect 4.2(a) to any subsequent Transferof their respective Affiliates; provided, that prior to such transfer, such Affiliate shall have agreed in writing to become a party to this Agreement.

First Offer Right. (a) Except as otherwise provided in Sections 4.1 and 4.3, if If any Unitholder Member (the “"Transferor”") desires wishes to make a Non-Exempt Transfer of any Original Common UnitsInterests, then, prior to at least 25 Business Days before making any such TransferNon-Exempt Transfer (the "First Offer Election Period"), the Transferor must will deliver a written notice (the “"First Offer Notice”") to the voting member majority of Company and to all Voting Members (the General Partner"Offerees"). (b) The First Offer Notice must will specify the number proposed percentage and type of Original Common Units Interests to be the subject of the such Transfer (the “"Offered Original Common Units”Interests") and disclose all of in reasonable detail the proposed terms and conditions of the Transfer except, in the case of a Public Sale, the name of the transferee or transfereesTransfer. The purchase price for the Original Common Units must any such Transfer shall be payable solely in cash at the closing of the transactiontransaction in cash or, at the option of the Offerees, with a promissory note payable in regular installments over a period of no more than five years bearing interest at a rate equal to the Company's cost of funds. (c) The voting member majority or Offerees may, in the board of directors of the General Partner may aggregate, give notice of Inergy Holdings’ election to elect to purchase any or all (but not less than all) of the Offered Original Common UnitsInterests, at the price and on the terms specified in the First Offer Notice by delivering written notice of its such election (the “"First Offer Election Notice”") to the Transferor before the end of the first full within 15 Business Day Days after delivery of the First Offer Notice Notice. If more than one Offeree (other than the end Company) gives notice of election to purchase the Offered Interests, they shall be entitled to purchase such full Business DayOffered Interests in proportion to their existing Percentage Interests, as adjusted, of the Company, unless they agree otherwise. If the Offerees (other than the Company) do not elect to purchase all of the Offered Interests, the “First Offer Election Period”Company may give notice to elect to purchase all (but not less than all) of the Offered Interests by delivering written notice to the Transferor within 7 Business Days after the expiration of the period referred to in the first sentence of this clause (c). (d) If Inergy Holdings elects any Offerees have elected to purchase any of the Offered Original Common UnitsInterests, the Transfer transfer of such Offered Original Common Units must shares will be consummated as soon as practical (but in any event within 24 hours 10 Business Days) after the expiration of the First Offer Election Period. (e) In . If the case of a First Offer Notice contemplating a Public Sale, if Inergy Holdings fails to elect Offerees have not elected to purchase all of the Offered Original Common UnitsInterests, the Transferor may, during the 20 Business Days immediately within 90 days after the expiration of the First Offer Election Period, Transfer any transfer all (but not less than all) of such Offered Interests to one or all more Third Parties at a price and on terms no more favorable to the Third Parties than offered to the Offerees in the First Offer Notice; provided, however, that prior to such Transfer, such Third Parties shall have agreed in writing to be bound by the provisions of this Agreement and shall have delivered to the unpurchased Company an executed counterpart of this Agreement. Any Offered Original Common Units in a Public Sale at the then-prevailing market price or prices. All unpurchased Offered Original Common Units that are Interests not Transferred transferred within such 20 Business Day 90-day period will again be subject to the provisions of this Section 4.2 with respect to 7.2 upon any subsequent Transfertransfer. (e) Notwithstanding the foregoing, unless the Transferor shall have consented to the purchase of less than all of the Offered Interests, no Offeree may purchase any Offered Interests unless all of the Offered Interests are to be purchased by the Offerees. (f) In the case of a First Offer Notice contemplating a Transfer other than a Public Sale, if Inergy Holdings fails Any and all rights associated with any Interest shall be retained by each Offered Interest sold or otherwise transferred pursuant to elect to purchase all of the Offered Original Common Units, the Transferor may, during the five Business Days immediately after the expiration of the First Offer Election Period, Transfer any or all of the unpurchased Offered Original Common Units to the Person or Persons specified in the First Offer Notice on the terms specified in the First Offer Notice. All unpurchased Offered Original Common Units that are not Transferred within such five Business Day period will again be subject to the provisions of this Section 4.2 with respect to any subsequent Transfer7.2.

First Offer Right. (a) Except as otherwise provided In addition to Transfers pursuant to Article 5, Article 7, or a Public Sale, any Other Stockholder may Transfer an interest in Sections 4.1 and 4.3, if any Unitholder (the “Transferor”) desires to make a Transfer of any Original Common Units, then, Stock by complying with this Section 4.2. At least 45 days prior to making such Transferany Transfer by any Other Stockholder of any Common Stock pursuant to a bona fide offer from an Independent Third Party (other than Pursuant to Article 5 and Article 7 or a Public Sale), the Transferor must transferring Other Stockholder (the "TRANSFERRING STOCKHOLDER") will deliver a written notice (the “First Offer Notice”"OFFER NOTICE") to the voting member majority Stockholders and to the Company. The Offer Notice will disclose the proposed number of shares of Common Stock (the "SUBJECT SHARES") to be transferred, identity of the General Partner. (b) The First Offer Notice must specify the number of Original Common Units to be the subject of the Transfer (the “Offered Original Common Units”) and disclose all of proposed purchasers, and, in reasonable detail, the proposed terms and conditions of the Transfer exceptTransfer. First, Onex may elect to purchase all (but not less than all) of the Common Stock specified in the case of a Public Sale, the name of the transferee or transferees. The purchase price for the Original Common Units must be payable solely in cash at the closing of the transaction. (c) The voting member majority or the board of directors of the General Partner may give notice of Inergy Holdings’ election to purchase any or all of the Offered Original Common Units, Offer Notice at the price in cash and on the terms specified in the First Offer Notice therein by delivering written notice of its such election (the “First Offer Election Notice”) to the Transferor before Transferring Stockholder as soon as practical but in any event within 20 days after the end delivery of the first full Business Day Offer Notice. If Onex has not elected to purchase all of the Subject Shares within such 20-day period, the Company may elect to purchase all (but not less than all) of the Subject Shares at the price in cash and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder as soon as practicable, but in any event within 30 days after delivery of the Offer Notice. If neither Onex nor the Company has elected to purchase all of the Subject Shares within such 30-day period, the Stockholders other than Onex and the Transferring Stockholder (collectively, the "FIRST OFFER STOCKHOLDERS") may elect to purchase all (but not less than all) of the Subject Shares at the price in cash and on the terms specified therein, on a pro rata basis determined by the number of shares of Common Stock then held by the First Offer Stockholders electing to make such purchase, by delivering written notice of such election to the Transferring Stockholder as soon as practicable, but in any event within 45 days after delivery of the Offer Notice; provided that if less than all of the First Offer Stockholders elect to make such purchase, the remaining Subject Shares shall be reoffered to those Stockholders who have elected to make such purchase until an election to purchase all of the Subject Shares has been made. If Onex, the Company or the First Offer Stockholders have elected to purchase all (but not less than all) of the Subject Shares from the Transferring Stockholder, the transfer of such shares will be consummated as soon as practical after the delivery of the election notice, but in any event within 75 days after delivery of the Offer Notice (the end of such full Business Day, the “First Offer Election Period”"CONSUMMATION PERIOD"). (d) . If Inergy Holdings elects to purchase any of the Offered Original Subject Shares to be purchased by any holder of any Class D-2 Common Unitsare voting securities, at the request of any holder of Class D-2 Common the Company will exchange for such securities other securities which are non-voting, convertible into such securities on the same terms as those on which the Class D-2 Common is convertible into Class D-1 Common and otherwise identical to such securities in all respects. If neither Onex , the Transfer of such Offered Original Common Units must be consummated within 24 hours after the expiration of Company nor the First Offer Election Period. (e) In Stockholders have elected to purchase all of the case of a Subject Shares being offered or if Onex, the Company or the First Offer Notice contemplating a Public Sale, if Inergy Holdings fails to Stockholders elect to purchase all of the Offered Original Common UnitsSubject Shares but do not consummate the purchase within the Consummation Period, the Transferor Transferring Stockholder may, during the 20 Business Days immediately within 45 days after the expiration of the Consummation Period, transfer the Subject Shares to one or more third parties at a price in cash and on other terms no more favorable to the transferees than offered to Onex, the Company and the First Offer Election PeriodStockholders in the Offer Notice; provided that prior to such Transfer, Transfer any or all such transferees shall have agreed in writing to be bound by the provisions of the unpurchased Offered Original Common Units in a Public Sale at the then-prevailing market price or pricesthis Agreement. All unpurchased Offered Original Common Units that are Any Subject Shares not Transferred transferred within such 20 Business Day 45-day period will again be subject to the provisions of this Section 4.2 with respect 4.2(a) upon subsequent transfer and the Transferring Stockholder will not be entitled to any subsequent Transferdeliver another Offer Notice for 90 days after the Transferring Stockholder has again become subject to this Section 4.2(a). (fb) In the case The Stockholders may transfer any of a First Offer Notice contemplating a Transfer other than a Public Sale, if Inergy Holdings fails to elect its rights to purchase all the Subject Shares under Section 4.2(a) to any of the Offered Original Common Unitsits Affiliates; provided that prior to such transfer, the Transferor may, during the five Business Days immediately after the expiration of the First Offer Election Period, Transfer any or all of the unpurchased Offered Original Common Units such Affiliate shall have agreed in writing to the Person or Persons specified in the First Offer Notice on the terms specified in the First Offer Notice. All unpurchased Offered Original Common Units that are not Transferred within such five Business Day period will again be subject to bound by the provisions of this Section 4.2 with respect to any subsequent TransferAgreement.

First Offer Right. (a) Except as otherwise provided in Sections 4.1 and 4.3this Agreement, if any Unitholder Member (the “Transferor”) desires to make a Non-Exempt Transfer of any Original Common Unitsan Interest in the Company, then, prior to at least 25 Business Days before making any such TransferNon-Exempt Transfer (the “First Offer Election Period”), the Transferor must will deliver a notice Notice (the “First Offer Notice”) to the voting member majority all of the General Partnerother Members and to the Company (collectively, the “Offerees”). (b) The First Offer Notice must will specify the number of Original Common Units proposed Percentage Interest to be the subject of the such Transfer (the “Offered Original Common UnitsInterest”) and disclose all of the proposed terms and conditions of the Transfer except, in the case of a Public Sale, the name of the transferee or transfereesTransfer. The purchase price for the Original Common Units any such Transfer must be payable solely in cash at the closing of the transaction. (c) The voting member majority Offerees may, individually or in the board aggregate, give Notice of directors of the General Partner may give notice of Inergy Holdings’ their election to purchase any or all (but not less than all) of the Offered Original Common UnitsInterest, at the price and on the terms specified in the First Offer Notice by delivering notice Notice of its such election (the “First Offer Election Notice”) to the Transferor before the end of the first full within 15 Business Day Days after delivery of the First Offer Notice (Notice. Each Offeree that is a Member will be entitled to purchase the end Offered Interest in the proportion that such Member’s Percentage Interest bears to all of such full Business Daythe Percentage Interests held by the other Offerees that are Members. The Company will be entitled to purchase the remainder of the Offered Interest, if any. However, the “First Offer Election Period”)Offerees may agree among themselves as to the Percentage Interest to be purchased by each Offeree. (d) If Inergy Holdings elects the Offerees have elected to purchase any of the Offered Original Common UnitsInterest, the Transfer of such Offered Original Common Units Interest must be consummated as soon as practical (but in any event within 24 hours 10 Business Days) after the expiration of the First Offer Election Period. (e) In . If the case of a First Offer Notice contemplating a Public Sale, if Inergy Holdings fails Offerees fail to elect to purchase all of the Offered Original Common UnitsInterest, the Transferor may, during the 20 Business Days immediately within 90 days after the expiration of the First Offer Election Period, Transfer any or all of the unpurchased Offered Original Common Units in a Public Sale at the then-prevailing market price or prices. All unpurchased Offered Original Common Units that are (but not Transferred within such 20 Business Day period will again be subject to the provisions of this Section 4.2 with respect to any subsequent Transfer. (fless than all) In the case of a First Offer Notice contemplating a Transfer other than a Public Sale, if Inergy Holdings fails to elect to purchase all of the Offered Original Common Units, the Transferor may, during the five Business Days immediately after the expiration of the First Offer Election Period, Transfer any or all of the unpurchased Offered Original Common Units Interest to the Person or Persons specified in the First Offer Notice at a price and on terms no more favorable to such Person or Persons than offered to the terms specified Offerees as described in the First Offer Notice; provided, however, that prior to such Transfer, such third parties must agree in writing to be bound by the provisions of this Agreement and deliver to the Company an executed counterpart of this Agreement. All unpurchased If the Offered Original Common Units that are Interest is not Transferred transferred within such five Business Day period 90-day period, then it will again be subject to the provisions of this Section 4.2 9.2 with respect to any subsequent Transfer. (e) Notwithstanding the foregoing, unless the Transferor has consented to the purchase of less than all of the Offered Interest, no Offeree may purchase any of the Offered Interest unless all of the Offered Interest is to be purchased by the Offerees.

First Offer Right. (ai) Except If a Minority Stockholder desires to sell any of such Minority Stockholder's Stockholder Shares (other than to a Permitted Transferee in accordance with Section 6(d), pursuant to a Public Sale or as otherwise provided permitted or required in Sections 4.1 and 4.3accordance with the terms hereof), if any Unitholder then such Minority Stockholder (the “Transferor”"SELLING STOCKHOLDER") desires to make shall give a Transfer of any Original Common Units, then, prior to making such Transfer, the Transferor must deliver a written notice (the “First Offer "SELLER's Notice”") to the voting member majority of Company and each other Stockholder (the General Partner. (b"NON-SELLING STOCKHOLDERS") The First Offer Notice must specify identifying the number and class(es) of Original Common Units Stockholder Shares to be the subject of the Transfer sold (the “Offered Original Common Units”) and disclose all of "OFFERED SHARES"), the proposed method of sale, and the price and other material terms and conditions of such proposed sale. The Company may elect to assign its right to purchase the Transfer exceptOffered Shares to the Non-Selling Stockholders on a pro rata basis (based on the number of Stockholder Shares held by the Non-Selling Stockholders) within ten days following receipt of the Seller's Notice from the Selling Stockholder (the "COMPANY ASSIGNMENT"). Within 30 days following receipt of the Seller's Notice from the Selling Stockholder, the Company (or, in the case event the Company Assignment is made, the Non-Selling Stockholders), shall have the right to elect to purchase all (but not less than all) of the Offered Shares on substantially the same terms and subject to substantially the same conditions as those specified in the Seller's Notice, exercisable by delivery to the Selling Stockholder of a Public Salewritten notice electing to purchase the Offered Shares. In the event the Company Assignment is made and any Non-Selling Stockholder fails to elect to participate in the Selling Shareholder's sale of Offered Shares pursuant to this Section 6(a)(i), (A) at the name end of such 30-day period the Selling Stockholder shall give notice of such failure to the Non-Selling Stockholders who did so elect (the "PURCHASING STOCKHOLDERS") and (B) the Purchasing Stockholders each shall have ten days from the date such notice was given to agree to purchase such Non-Selling Stockholder's pro rata share of the transferee or transferees. The purchase price for the Original Common Units must be payable solely in cash at the closing unsubscribed portion of the transactionOffered Shares. (cii) The voting member majority or If the board of directors of Company (or, in the General Partner may give notice of Inergy Holdings’ election event the Company Assignment is made, the Purchasing Stockholders) elects to purchase any or all of the Offered Original Common UnitsShares, at a closing shall be held on such date, occurring within 60 days after the price and date on which the terms specified Company (or, in the First Offer Notice by delivering event the Company Assignment is made, the date on which the final Purchasing Stockholder) delivered notice of its purchase election (the “First Offer Election Notice”) to the Transferor before Selling Stockholder pursuant to Section 6(b)(i) (subject to extension to permit any applicable governmental reviews or to obtain any necessary governmental approvals or to comply with applicable waiting periods), as is designated by the end Company (or, in the event the Company Assignment is made, the Purchasing Stockholders) upon ten days' prior written notice, which notice may be given contemporaneously with or subsequent to the date on which such election has been made, or if such a date is not so designated, on such sixtieth day (or the next succeeding business day, if such sixtieth day is not a business day). The Selling Stockholder shall, not later than the date set for such closing, deliver to the Company (or, in the event the Company Assignment is made, the Purchasing Stockholders), and the Company (or, in the event the Company Assignment is made, the Purchasing Stockholders) shall accept, certificates for such Offered Shares (which Offered Shares shall be free and clear of any Lien of any kind other than those Liens created by the Company (or, in the event the Company Assignment is made, the Purchasing Stockholders)), properly endorsed for transfer, or accompanied by properly executed instruments of transfer, together with appropriate documentation of the first full Business Day after delivery corporate action necessary to effect the transfer, including, without limitation, any requisite transfer tax stamps or other evidence of the First Offer Notice (the end payment of such full Business Day, the “First Offer Election Period”)any applicable transfer taxes or similar fees. (d) If Inergy Holdings elects to purchase any of the Offered Original Common Units, the Transfer of such Offered Original Common Units must be consummated within 24 hours after the expiration of the First Offer Election Period. (eiii) In the case of a First Offer Notice contemplating a Public Saleevent that the Company (or, if Inergy Holdings fails to in the event the Company Assignment is made, the Non-Selling Stockholders) does not elect to purchase all of the Offered Original Common UnitsShares in accordance with Section 6(b)(i), the Transferor maySelling Stockholder shall be free to sell the Offered Shares to any Person other than the Company (the "THIRD-PARTY PURCHASER") at a price no less than and upon terms and conditions no more favorable than the price, during terms and conditions set forth in the 20 Business Days immediately Seller's Notice. Such sale shall be consummated within 60 days after the expiration date on which the Company (or, in the event the Company Assignment is made, the last of the First Offer Election PeriodNon-Selling Stockholders) declined to exercise the option to purchase the Offered Shares in accordance with Section 6(a)(i); PROVIDED, Transfer HOWEVER, that if the sale to the Third-party Purchaser is not consummated within such 60-day period, the Selling Stockholder shall be required to offer such Offered Shares to the Company and the Non-Selling Stockholders again in accordance with this Section 6(b) and Section 6(c) before any or all disposition may occur. Notwithstanding the foregoing, no sale to a Third-party Purchaser shall be effected earlier than the 30th day following the delivery of a notice (the "THIRD-PARTY PURCHASE NOTICE") by the Selling Stockholder to the Company and the Non-Selling Stockholders setting forth the specific price, terms and conditions of the unpurchased Offered Original Common Units in a Public Sale at sale to be consummated with the thenThird-prevailing market price or prices. All unpurchased Offered Original Common Units that are not Transferred within such 20 Business Day period will again be subject to the provisions of this Section 4.2 with respect to any subsequent Transferparty Purchaser. (f) In the case of a First Offer Notice contemplating a Transfer other than a Public Sale, if Inergy Holdings fails to elect to purchase all of the Offered Original Common Units, the Transferor may, during the five Business Days immediately after the expiration of the First Offer Election Period, Transfer any or all of the unpurchased Offered Original Common Units to the Person or Persons specified in the First Offer Notice on the terms specified in the First Offer Notice. All unpurchased Offered Original Common Units that are not Transferred within such five Business Day period will again be subject to the provisions of this Section 4.2 with respect to any subsequent Transfer.

First Offer Right. (a) Except as otherwise provided in Sections 4.1 At any time after the earlier of the fifth anniversary of the date of this Agreement and 4.3a Qualified Public Offering, if any Unitholder Other Investor (the “TransferorTransferring Stockholder”) desires may Transfer Shares pursuant to make a bona fide offer from a Person other than an Affiliate of such Other Investor by complying with this Section 4.2; provided, that a Management Investor may not Transfer any Shares that are owned by such Management Investor on the date of this Agreement unless such Transfer includes all (and not less than all) Shares owned by the Management Investor on the date of this Agreement (including Shares that are Transferred pursuant to clause (ii) of the first sentence of Section 4.3(a), but not including any Original Common Units, then, prior Shares that are Transferred pursuant to making such Transferclause (i) of the first sentence of Section 4.3(a)). In order to do so, the Transferor Transferring Stockholder must deliver a notice (the “First Offer Notice”) to the voting member majority other Stockholders and to the Company, disclosing the proposed number and type of the General Partner. (b) The First Offer Notice must specify the number of Original Common Units to be the subject of the Transfer Shares (the “Offered Original Common UnitsSubject Shares”) and disclose all to be Transferred, the identity of the proposed purchasers, and, in reasonable detail, the proposed terms and conditions of the Transfer exceptTransfer, in the case of a Public Sale, the name which must include payment of the transferee or transferees. The purchase price for the Original Common Units must be payable solely in cash at the closing of the transaction. (c) The voting member majority or the board of directors Transfer. Then, each of the General Partner Stockholders other than the Transferring Stockholder that own Shares of the same type as the Subject Shares (collectively the “First Offer Stockholders”) may give elect to purchase its First Offer Percentage of the Subject Shares specified in the Offer Notice at the price per Subject Share in cash and on the other terms specified therein by delivering notice of Inergy Holdings’ such election to the Transferring Stockholder within 30 days after the delivery of the Offer Notice; if less than all of the First Offer Stockholders elect to make such purchase, the remaining Subject Shares shall be reoffered to those First Offer Stockholders who have elected to make such purchase under procedures specified by the Company until either an election to purchase any or all of the Offered Original Common UnitsSubject Shares has been made or no First Offer Stockholder is willing to increase the number of Subject Shares that it is electing to purchase. If the First Offer Stockholders have not elected to purchase all of the Subject Shares within 45 days after delivery of the Offer Notice, the Company may elect to purchase all (but not less than all) of the Subject Shares that the First Offer Stockholders did not elect to purchase at the price per Subject Share in cash and on the other terms specified in the First Offer Notice by delivering notice of its such election (the “First Offer Election Notice”) to the Transferor before the end of the first full Business Day Transferring Stockholder within 60 days after delivery of the First Offer Notice (Notice. If the end of such full Business Day, the “First Offer Election Period”). (d) If Inergy Holdings elects to purchase any of the Offered Original Common Units, the Transfer of such Offered Original Common Units must be consummated within 24 hours after the expiration of Company and/or the First Offer Election Period. Stockholders have elected to purchase all (ebut not less than all) In of the case Subject Shares from the Transferring Stockholder, the transfer of such Subject Shares pursuant to such elections will be consummated at a time and place specified by the Company within 90 days after delivery of the Offer Notice. If (and only if) the Company and the First Offer Notice contemplating a Public Sale, if Inergy Holdings fails to elect Stockholders have not elected to purchase all of the Offered Original Common UnitsSubject Shares within 60 days after delivery of the Offer Notice, the Transferor may, during elections of the 20 Business Days immediately after the expiration of Company and the First Offer Election Period, Transfer any or Stockholders to purchase less than all of the unpurchased Offered Original Common Units Subject Shares shall be ineffective and the Transferring Stockholder may, not less than 60 days or more than 120 days after delivery of the Offer Notice, transfer all (but not less than all) of the Subject Shares to the proposed purchasers set forth in a Public Sale the Offer Notice at the then-prevailing market same price or pricesper Subject Share in cash and on the same other terms offered to the Company and the First Offer Stockholders in the Offer Notice; provided, that prior to such Transfer, such transferees shall have agreed in writing to be bound by the provisions of this Agreement. All unpurchased Offered Original Common Units that If the Subject Shares are not Transferred so transferred within such 20 Business Day period period, they will again be subject to the provisions of this Section 4.2 4.2(a) with respect to subsequent transfer and the Transferring Stockholder will not be entitled to deliver another Offer Notice for 90 days after the Subject Shares again become subject to this Section 4.2(a). The Transferring Stockholder may abandon the contemplated Transfer at any subsequent Transfertime prior to its closing without liability or obligation under this Section 4.2 (except as described in the immediately preceding sentence). (fb) In If the case Board determines in good faith that the acquisition of Subject Shares by a proposed purchaser identified in an Offer Notice could have an adverse effect on the Company for competitive or regulatory reasons, the Company shall deliver notice of that determination to the Stockholders within 20 days after delivery of the Offer Notice, such Offer Notice shall be void and of no effect and the contemplated Transfer of the Subject Shares by the Transferring Stockholder shall be prohibited. The Transferring Stockholder shall provide the Board with such information as the Board may reasonably request in order to make that determination and the 20-day period referred to in the preceding sentence shall be tolled during any period in which such information has been requested and not supplied. (c) The Stockholders may transfer any of their respective rights to purchase the Subject Shares under Section 4.2(a) to any of their respective Affiliates; provided, that prior to such transfer, such Affiliate shall have agreed in writing to become a party to this Agreement. (d) A First Offer Notice contemplating a Transfer other than a Public Sale, if Inergy Holdings fails to elect to purchase all Stockholder’s “First Offer Percentage” is the quotient obtained by dividing the number of Shares of the Offered Original Common Units, same type as the Transferor may, during Subject Shares held by such First Offer Stockholder by the five Business Days immediately after the expiration number of Shares of the same type as the Subject Shares held by all First Offer Election Period, Transfer any or all of the unpurchased Offered Original Common Units to the Person or Persons specified in the First Offer Notice on the terms specified in the First Offer Notice. All unpurchased Offered Original Common Units that are not Transferred within such five Business Day period will again be subject to the provisions of this Section 4.2 with respect to any subsequent TransferStockholders.

First Offer Right. (ai) Except as otherwise provided in Sections 4.1 and 4.3, if any Unitholder for (1) the “Transferor”New Units; (2) desires options to make a Transfer of any Original Common Units, then, purchase Units issued prior to making such Transferthe date hereof in connection with executive and employee compensation plans and agreements adopted by the Board; (3) Units or options to purchase Units which may hereafter be issued upon approval of the Board in connection with executive and employee compensation plans and agreements not exceeding 5% of the then outstanding Units on a fully- diluted basis; (4) Units issued in connection with a merger, consolidation, reorganization, or acquisition by the Transferor must deliver Company of the securities or assets of another entity; (5) any security if the holders of a notice (the “First Offer Notice”) to the voting member majority of the General PartnerNew Units (other than holders of their Affiliates that held Units prior to the Closing Date) consent in writing that the terms of this Section 2(b) shall not apply to such security; (6) Units or other securities issued in connection with any Unit or other securities split, dividend, or recapitalization by the Company; and (7) securities not falling within the foregoing exceptions and issued on an aggregate basis for less than $1.5 million and more than the Liquidation Value individually, if the Company issues or sells any Units, the Company shall offer to sell to each holder of New Units (other than holders or their Affiliates that held Units prior to the Closing Date) a number of Units equal to the quotient determined by dividing (x) the number of Units then held by such holder by (y) the sum of the total number of outstanding Units plus Units issuable pursuant to options, warrants, rights to purchase Units, or convertible securities outstanding prior to such issuance or sale. (bii) The First Offer Notice must specify In order to exercise its purchase rights hereunder, each holder of New Units (other than holders or their Affiliates that held Units prior to the number Closing Date) must, within 20 days after receipt of Original Common written notice from the Company describing in reasonable detail the Units being offered, the purchase price thereof, the payment terms, and such holder's percentage allotment deliver a written notice to be the subject Company describing its election to purchase all or portion of the Transfer Units offered therein hereunder. (iii) Upon the “Offered Original Common Units”) and disclose all expiration of the proposed offering period described above, the Company will be entitled to sell such Units which the holders of New Units (other than holders or their Affiliates that held Units prior to the Closing Date) have not elected to purchase during the 90 days following such expiration on terms and conditions of no more favorable to the Transfer except, in purchasers thereof than those offered to such holders. Any securities offered or sold by the case of a Public Sale, the name of the transferee or transferees. The purchase price for the Original Common Units Company after such 90-day period must be payable solely in cash at reoffered to the closing holders of New Units (other than holders or their Affiliates that held Units prior to the transaction. (cClosing Date) The voting member majority or the board of directors of the General Partner may give notice of Inergy Holdings’ election pursuant to purchase any or all of the Offered Original Common Units, at the price and on the terms specified in the First Offer Notice by delivering notice of its election (the “First Offer Election Notice”) to the Transferor before the end of the first full Business Day after delivery of the First Offer Notice (the end of such full Business Day, the “First Offer Election Period”this Section 2(b). (div) If Inergy Holdings elects The rights under this Section 2(b) will terminate upon the earlier to purchase any occur of (1) the effectiveness of a registration statement filed by the Company with the Securities and Exchange Commission under the Securities Act, (2) the holders of New Units (other than holders or their Affiliates that held Units prior to the Closing Date) in the aggregate own less than 10% of the Offered Original Common Unitsoutstanding Units on a fully-diluted basis, or (3) on the Transfer of such Offered Original Common Units must be consummated within 24 hours after the expiration third anniversary of the First Offer Election Perioddate hereof. (ev) In the case of The rights under this Section 2(b) may be assigned to a First Offer Notice contemplating a Public Sale, if Inergy Holdings fails to elect to purchase all transferee of the Offered Original Common Units, the Transferor may, during the 20 Business Days immediately after the expiration of the First Offer Election Period, Transfer any Investor (or all of the unpurchased Offered Original Common Units in a Public Sale at the then-prevailing market price or prices. All unpurchased Offered Original Common Units that are not Transferred within such 20 Business Day period will again be subject subsequent transferee) pursuant to the provisions terms hereof provided that notice of this Section 4.2 with respect to any subsequent Transfer. (f) In the case of a First Offer Notice contemplating a Transfer other than a Public Sale, if Inergy Holdings fails to elect to purchase all of the Offered Original Common Units, the Transferor may, during the five Business Days immediately after the expiration of the First Offer Election Period, Transfer any or all of the unpurchased Offered Original Common Units such assignment is given to the Person or Persons specified in the First Offer Notice on the terms specified in the First Offer Notice. All unpurchased Offered Original Common Units that are not Transferred within such five Business Day period will again be subject to the provisions of this Section 4.2 with respect to any subsequent TransferCompany.