0001193125-10-147331 Sample Contracts

AMENDMENT NO. 1 TO AMENDED AND RESTATED PURCHASE AGREEMENT
And Restated Purchase Agreement • June 25th, 2010 • Stonemor Partners Lp • Services-personal services

This AMENDMENT NO. 1 TO AMENDED AND RESTATED PURCHASE AGREEMENT (“Amendment”) dated this 21 st day of June, 2010, is made by and among STONEMOR OPERATING LLC, a Delaware limited liability company (“StoneMor LLC”), joined herein by its indirect subsidiaries, STONEMOR INDIANA LLC, an Indiana limited liability company (“Buyer LLC”), STONEMOR INDIANA SUBSIDIARY LLC, an Indiana limited liability company (“Buyer NQ Sub”) and OHIO CEMETERY HOLDINGS, INC., an Ohio non-profit corporation (“Ohio Non-Profit” and collectively with Buyer LLC, Buyer NQ Sub and StoneMor LLC, “Buyer”), GILL FUNERAL HOME, LLC, an Indiana limited liability company (“Gill”), GARDENS OF MEMORY CEMETERY, LLC, an Indiana limited liability company (“Gardens of Memory”), GARDEN VIEW FUNERAL HOME, LLC, an Indiana limited liability company (“Garden View”), FOREST LAWN FUNERAL HOME PROPERTIES, LLC, an Indiana limited liability company (“Forest Lawn”), HERITAGE HILLS MEMORY GARDENS OF OHIO LTD., an Ohio limited liability company

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SETTLEMENT AGREEMENT
Subordination Agreement • June 25th, 2010 • Stonemor Partners Lp • Services-personal services • Indiana

THIS SETTLEMENT AGREEMENT (this “Agreement”) is entered into this 21st day of June, 2010, by and among STONEMOR INDIANA LLC, an Indiana limited liability company (“StoneMor Indiana”), STONEMOR OPERATING LLC, a Delaware limited liability company (“StoneMor Operating”) (StoneMor Indiana and StoneMor Operating are sometimes collectively referred to herein as “StoneMor”), and STONEMOR PARTNERS, L.P., a Delaware limited partnership (“StoneMor Partners”), CHAPEL HILL ASSOCIATES, INC., a Michigan corporation d/b/a Chapel Hill Memorial Gardens of Grand Rapids (“CH Associates”), CHAPEL HILL FUNERAL HOME, INC., an Indiana corporation (“CH Funeral Home”), COVINGTON MEMORIAL FUNERAL HOME, INC., an Indiana corporation (“CM Funeral Home”), COVINGTON MEMORIAL GARDENS, INC., an Indiana corporation (“CM Gardens”), FOREST LAWN MEMORIAL CHAPEL INC., an Indiana corporation (“FL Chapel”), and FOREST LAWN MEMORY GARDENS INC., an Indiana corporation (“FL Gardens”) (CH Associates, CH Funeral Home, CM Funeral

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