0001193125-07-123227 Sample Contracts

INERGY HOLDINGS, L.P. 1,500,000 Common Units UNDERWRITING AGREEMENT
Underwriting Agreement • May 25th, 2007 • Inergy Holdings, L.P. • Retail-retail stores, nec • Iowa

The undersigned, Inergy Holdings, L.P., a Delaware limited partnership (the “Partnership”), hereby addresses you as the “Underwriter” and hereby confirms its agreements with the Underwriter as set forth below.

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COMMON UNIT PURCHASE AGREEMENT
Common Unit Purchase Agreement • May 25th, 2007 • Inergy Holdings, L.P. • Retail-retail stores, nec • Delaware

This COMMON UNIT PURCHASE AGREEMENT, dated as of May 21, 2007 (this “Agreement”), is by and between INERGY HOLDINGS, L.P., a Delaware limited partnership (the “Partnership”) and each of the holders listed on Exhibit A hereto (each a “Holder” and collectively the “Holders”).

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