Common use of Matters Relating to Acquisition of the Equity Consideration Clause in Contracts

Matters Relating to Acquisition of the Equity Consideration. (a) Each of NRGY and Inergy Sales has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Equity Consideration and is capable of bearing the economic risk of such investment. Each of NRGY and Inergy Sales is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. Each of NRGY and Inergy Sales is acquiring the Equity Consideration for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, other than the Spin-Off, or with any present intention of distributing or selling the Equity Consideration in violation of applicable state and federal securities Laws. Other than in connection with the Spin-Off, neither NRGY nor Inergy Sales is a party to any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Equity Consideration. Each of NRGY and Inergy Sales acknowledges and understands that (i) the acquisition of the Equity Consideration has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Suburban Common Units comprising the Equity Consideration will, upon their issuance to NRGY and Inergy Sales, be characterized as “restricted securities” under state and federal securities Laws. Each of NRGY and Inergy Sales agrees that the Suburban Common Units comprising the Equity Consideration may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws.

Matters Relating to Acquisition of the Equity Consideration. (a) Each of NRGY and Inergy Sales ETP has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its their investment in the Equity Consideration and is capable of bearing the economic risk of such investment. Each of NRGY and Inergy Sales ETP is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. Each of NRGY and Inergy Sales ETP is acquiring the Equity Consideration for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, other than the Spin-Off, if applicable, or with any present intention of distributing or selling the Equity Consideration in violation of applicable state and federal securities Laws. Other than in connection with the Spin-Off, neither NRGY nor Inergy Sales ETP is not a party to any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Equity Consideration. Each of NRGY and Inergy Sales Contributor acknowledges and understands that (i) the acquisition of the Equity Consideration has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Suburban AmeriGas Common Units comprising the Equity Consideration will, upon their issuance to NRGY and Inergy Salessale by ETP, be characterized as “restricted securities” under state and federal securities Laws. Each of NRGY and Inergy Sales ETP agrees that the Suburban AmeriGas Common Units comprising the Equity Consideration may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws.