SALES AGENCY AGREEMENTSales Agency Agreement • May 21st, 2009 • McCown De Leeuw & Co. IV, L.P. • Services-personal services • New York
This agreement (the “Agreement”) sets forth the terms and conditions upon which McCown De Leeuw and Co. IV, L.P., McCown De Leeuw and Co. IV Associates, L.P. and Delta Fund LLC (each, a “Selling Unitholder” and collectively, the “Selling Unitholders”) have engaged Raymond James & Associates, Inc. (the “Sales Agent”) to serve as the Selling Unitholders’ exclusive agent with respect to the placement of common units (the “Units”), representing limited partner interests of StoneMor Partners L.P. (the “Company”). Exhibit A hereto sets forth the number of Units held by the Selling Unitholders as of the date hereof.
