UNITHOLDER AGREEMENTUnitholder Agreement • June 2nd, 2005 • Inergy Holdings, L.P. • Retail-retail stores, nec • Delaware
This Unitholder Agreement, dated April 14, 2005, is among Inergy Holdings, LLC, a Delaware limited liability company (“Inergy Holdings”), John J. Sherman, Trustee of the John J. Sherman Revocable Trust dated May 4, 1994 (the “Sherman Revocable Trust”), John J. Sherman and Mary N. Sherman, Trustees of the John J. Sherman 2005 Grantor Retained Annuity Trust I under trust indenture dated March 31, 2005 (the “Sherman GRAT I”), John J. Sherman and Mary N. Sherman, Trustees of the John J. Sherman 2005 Grantor Retained Annuity Trust II under trust indenture dated March 31, 2005 (the “Sherman GRAT II”, along with the Sherman Revocable Trust and the Sherman GRAT I, the “Sherman Trusts”), William C. Gautreaux, Trustee of the William C. Gautreaux Revocable Trust Under Trust Indenture dated March 8, 2004 (the “Gautreaux Revocable Trust”), William C. Gautreaux and Christena A. Gautreaux, Trustees of the William C. Gautreaux 2005 Grantor Retained Annuity Trust under trust indenture dated March 31, 2
INERGY HOLDINGS, L.P. LONG-TERM INCENTIVE PLAN UNIT OPTION AGREEMENTUnit Option Agreement • June 2nd, 2005 • Inergy Holdings, L.P. • Retail-retail stores, nec • Delaware
THIS UNIT OPTION AGREEMENT (this “Option Agreement”) is entered on , 200[ ], by and between Inergy Holdings GP, LLC, a Delaware limited liability company (“Holdings GP”), and (the “Option Holder”).
AGREEMENT OF LIMITED PARTNERSHIP OF INERGY HOLDINGS, L.P.Agreement of Limited Partnership • June 2nd, 2005 • Inergy Holdings, L.P. • Retail-retail stores, nec • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”), dated as of April 28, 2005, is entered into and executed by Inergy Holdings GP, LLC, a Delaware limited liability company, in its capacity as General Partner of Inergy Holdings, L.P., and the persons listed on the signature page attached hereto.
