STONEMOR PARTNERS L.P. (a Delaware limited partnership) 1,275,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT Dated: November 18, 2009Underwriting Agreement • November 19th, 2009 • Stonemor Partners Lp • Services-personal services • New York
The undersigned, an officer and/or director of StoneMor GP LLC, a Delaware limited liability company and the general partner (the “General Partner”) of StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), understands that Raymond James & Associates, Inc. (“Raymond James”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Partnership providing for the public offering (the “Offering”) of common units (the “Common Units”) representing limited partner interests in the Partnership. Capitalized terms used in this letter agreement and not otherwise defined herein, have the respective meanings given such terms in the Underwriting Agreement. In recognition of the benefit that such an offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with Raymond James that, during a period of 90 days from the date of the Underw
