0001286131-18-000070 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 18th, 2018 • Stonemor Partners Lp • Services-personal services • Delaware

THIS AGREEMENT dated June 15, 2018 is made by and between StoneMor GP LLC, a Delaware limited liability company (the “Company”), and the undersigned (“Indemnitee”).

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DIRECTOR RESTRICTED PHANTOM UNIT AGREEMENT UNDER THE STONEMOR PARTNERS L.P. 2014 LONG-TERM INCENTIVE PLAN
Restricted Phantom Unit Agreement • June 18th, 2018 • Stonemor Partners Lp • Services-personal services • Pennsylvania

This Director Restricted Phantom Unit Agreement (the “Agreement”) entered into as of June 15, 2018 (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 Stephen J. Negrotti, a director of the Company (the “Participant”).

EMPLOYMENT AGREEMENT
Employment Agreement • June 18th, 2018 • Stonemor Partners Lp • Services-personal services • Pennsylvania

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on June 15, 2018 (the “Effective Date”), by and between StoneMor GP LLC, a Delaware limited liability company (the “Company”) and the General Partner of StoneMor Partners, L.P. (the “Partnership”), and Austin So (the “Executive”). The Company and Executive are each sometimes referred to herein as “Party,” and both of them, together, are sometimes referred to herein as the “Parties.”

SIXTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT
Credit Agreement • June 18th, 2018 • Stonemor Partners Lp • Services-personal services • New York

This SIXTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this “Amendment and Waiver”), dated as of June 12, 2018, is entered into by and among STONEMOR OPERATING LLC, a Delaware limited liability company (the “Administrative Borrower”), the other Borrowers party hereto, the Lenders party hereto and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”).

FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • June 18th, 2018 • Stonemor Partners Lp • Services-personal services • New York

This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), is entered into as of December 22, 2017 but with an effective date as of September 29, 2017 (the “Effective Date”), by and among STONEMOR OPERATING LLC, a Delaware limited liability company (the “Administrative Borrower”), the other Borrowers party hereto, the Lenders party hereto and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”).

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