0001286131-18-000080 Sample Contracts

KEY EMPLOYEE UNIT AGREEMENT UNDER THE
Key Employee Unit Agreement • July 17th, 2018 • Stonemor Partners Lp • Services-personal services

This Key Employee Unit Agreement (the “Agreement”) entered into as of March 19, 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 Dina S. Kelly, a key employee (the “Participant”) of the Company or its Affiliates (as defined in the Plan).

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EMPLOYMENT AGREEMENT
Employment Agreement • July 17th, 2018 • Stonemor Partners Lp • Services-personal services • Pennsylvania

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on May 10, 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 Dina S. Kelly (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.”

Severance Agreement and General Release and Waiver of Claims
Severance Agreement and General Release and Waiver of Claims • July 17th, 2018 • Stonemor Partners Lp • Services-personal services • Pennsylvania

This Agreement (“Agreement”) is made effective as of June 1, 2018, by and between StoneMor GP LLC (“the Company”), the general partner of StoneMor Partners L.P. (the “Partnership”), and Dina S. Kelly (“you”):

LIMITED LIABILITY COMPANY AGREEMENT OF STONEMOR GP LLC
Limited Liability Company Agreement • July 17th, 2018 • Stonemor Partners Lp • Services-personal services • Delaware

This Amendment No. 3 (this "Amendment") to the Second Amended and Restated Limited Liability Company Agreement of StoneMor GP LLC, a Delaware limited liability company (the "Company"), dated as of May 21, 2014, as amended by Amendment No. 1 thereto, dated as of November 17, 2015, and Amendment No. 2 thereto, dated as of May 17, 2017 (collectively the "Agreement"), is made and entered into as of March 19, 2018 by StoneMor GP Holdings LLC, a Delaware limited liability company (the "Sole Member"), the Sole Member of the Company. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

SEVENTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT
Credit Agreement • July 17th, 2018 • Stonemor Partners Lp • Services-personal services • New York

This SEVENTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this “Amendment and Waiver”), dated as of July 13, 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”).

LIMITED LIABILITY COMPANY AGREEMENT OF STONEMOR GP LLC
Limited Liability Company Agreement • July 17th, 2018 • Stonemor Partners Lp • Services-personal services • Delaware

This Amendment No. 2 (this "Amendment") to the Second Amended and Restated Limited Liability Company Agreement of StoneMor GP LLC, a Delaware limited liability company (the "Company"), dated as of May 21, 2014, as amended by Amendment No. 1 thereto, dated as of November 17, 2015 (collectively the "Agreement"), is made and entered into as of May 17, 2015 by StoneMor GP Holdings LLC (the "Sole Member"), the Sole Member of the Company. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

CONFIDENTIALITY AND NON-COMPETE AGREEMENT
Confidentiality and Non-Compete Agreement • July 17th, 2018 • Stonemor Partners Lp • Services-personal services • Pennsylvania

In consideration of the commencement of my employment as National Vice President of Sales at StoneMor GP LLC (“StoneMor” or “Company”), the General Partner of StoneMor Partners, L.P., as described in my offer letter, and the other consideration as described in more detail below, the receipt and sufficiency of which I hereby acknowledge, and intending to be legally bound hereby, I, Dina Kelly, state and agree as follows:

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