0001193125-16-764528 Sample Contracts

KEY EMPLOYEE UNIT AGREEMENT UNDER THE STONEMOR PARTNERS L.P. 2014 LONG-TERM INCENTIVE PLAN
Key Employee Unit Agreement • November 9th, 2016 • Stonemor Partners Lp • Services-personal services

This Key Employee Unit Agreement (the “Agreement”) entered into as of July 5, 2016 (the “Agreement Date”), by and between StoneMor GP LLC (the “Company”), the general partner of and acting on behalf of StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), and Austin So, a key employee (the “Participant”) of the Company or its Affiliates (as defined in the Plan).

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SUPPLEMENTAL INDENTURE NO. 2
Supplemental Indenture • November 9th, 2016 • Stonemor Partners Lp • Services-personal services • New York

THIS SUPPLEMENTAL INDENTURE NO. 2 (this “Supplemental Indenture”), dated as of September 1, 2016, is among StoneMor Wisconsin LLC, a Wisconsin limited liability company, and StoneMor Wisconsin Subsidiary LLC, a Wisconsin limited liability company (collectively, the “New Guarantors”), subsidiaries of StoneMor Partners L.P. (or its successor), a Delaware limited partnership (the “Partnership”), and Cornerstone Family Services of West Virginia Subsidiary, Inc., a West Virginia corporation (“Cornerstone” and, together with the Partnership, the “Issuers”), the Guarantors (the “Existing Guarantors”) under the Indenture referred to below, and Wilmington Trust, National Association as trustee under the Indenture referred to below (the “Trustee”).

GUARANTY AND COLLATERAL AGREEMENT dated as of August 4, 2016 by and among STONEMOR PARTNERS L.P., STONEMOR OPERATING LLC, the other Grantors from time to time party hereto, and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent
Guaranty and Collateral Agreement • November 9th, 2016 • Stonemor Partners Lp • Services-personal services • New York

THIS GUARANTY AND COLLATERAL AGREEMENT (this “Agreement”) is entered into as of August 4, 2016 by and among STONEMOR PARTNERS L.P., a Delaware limited partnership (the “Partnership”), STONEMOR OPERATING LLC, a Delaware limited liability company (the “Administrative Borrower”), the other Grantors from time to time party hereto, and CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association, in its capacity as administrative agent (the “Administrative Agent”) for itself and for the Secured Parties.

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