SECOND AMENDMENT TO NOMINATION AND DIRECTOR VOTING AGREEMENTNomination and Director Voting Agreement • June 28th, 2019 • Axar Capital Management L.P. • Services-personal services
THIS SECOND AMENDMENT TO NOMINATION AND DIRECTOR VOTING AGREEMENT (this “Amendment”) is entered into on June 27, 2019 (the “Execution Date”), by and among StoneMor GP LLC, a Delaware limited liability company and the general partner of the Partnership (“GP”), Axar Capital Management, LP, a Delaware limited partnership (“Axar”), Axar GP LLC, a Delaware limited liability company (“Axar GP”), Axar Master Fund, Ltd., a Cayman Islands exempted limited partnership (together with Axar and Axar GP, the “Axar Entities”), StoneMor GP Holdings, LLC, a Delaware limited liability company (“GP Holdings”), and Robert B. Hellman, Jr., as trustee under the Voting and Investment Trust Agreement for the benefit of American Cemeteries Infrastructure Investors LLC (“ACII,” and, together with GP Holdings, the “ACII Entities” and, collectively with the Axar Entities, the “Principal Stockholders”). The Principal Stockholders and GP are referred to herein as the “Parties” and each as a “Party.”
SERIES A PREFERRED STOCK PURCHASE AGREEMENTSeries a Preferred Stock Purchase Agreement • April 3rd, 2020 • Axar Capital Management L.P. • Services-personal services • New York
This SERIES A PREFERRED STOCK PURCHASE AGREEMENT, dated as of April 3, 2020 (this “Agreement”), is entered into by and among STONEMOR INC., a Delaware Corporation (the “Company”), and the purchasers set forth in Schedule A hereto (the “Purchasers”).
US Cemetery Holdings LLC 1330 Avenue of the Americas 30th Floor New York, New York 10019Agreement and Plan of Merger • May 26th, 2022 • Axar Capital Management L.P. • Services-personal services • Delaware
Reference is made to that certain Agreement and Plan of Merger (as amended from time to time, the “Agreement”), dated as of the date hereof, by and among [SMI], a Delaware corporation (the “Company”), Axar Cemetery Parent Corp., a Delaware corporation (“Parent”), and Axar Cemetery Merger Corp., a Delaware corporation (“Merger Sub”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Agreement.
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2020 • Axar Capital Management L.P. • Services-personal services • New York
This Amendment to Registration Rights Agreement (this “Amendment”) is made and entered into as of June 19, 2020, by and among StoneMor Inc., a Delaware corporation (“StoneMor”), and each of the other parties listed on the signature pages hereto (the “Demand Holders” and, together with the Company, the “Parties”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STONEMOR GP LLC, A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF JUNE 27, 2019Limited Liability Company Agreement • June 28th, 2019 • Axar Capital Management L.P. • Services-personal services • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of STONEMOR GP LLC, a Delaware limited liability company (the “Company”), dated as of June 27, 2019 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by the Class A Member and the Special Member (each as defined below).
NOMINATION AND DIRECTOR VOTING AGREEMENTNomination and Director Voting Agreement • September 28th, 2018 • Axar Capital Management L.P. • Services-personal services • Delaware
THIS NOMINATION AND DIRECTOR VOTING AGREEMENT, dated as of September 27, 2018, (this “Agreement”), is entered into by and among StoneMor GP LLC, a Delaware limited liability company and the general partner of the Partnership (“GP”), Axar Capital Management, LP, a Delaware limited partnership (“Axar”), Axar GP LLC, a Delaware limited liability company (“Axar GP”), Axar Master Fund, Ltd., a Cayman Islands exempted limited partnership (together with Axar and Axar GP, the “Axar Entities”), StoneMor GP Holdings, LLC, a Delaware limited liability company (“GP Holdings”), and Robert B. Hellman, Jr., as trustee under the Voting and Investment Trust Agreement for the benefit of American Cemeteries Infrastructure Investors LLC (“ACII,” and, together with GP Holdings, the "ACII Entities" and, collectively with the Axar Entities, the “Principal Stockholders”). The Principal Stockholders and GP or Company (as hereinafter defined) are referred to herein as the “Parties” and each as a “Party.” Capita
