SECOND AMENDMENT TO NOMINATION AND DIRECTOR VOTING AGREEMENTNomination and Director Voting Agreement • April 7th, 2020 • Stonemor Inc. • Services-personal services
THIS SECOND AMENDMENT TO NOMINATION AND DIRECTOR VOTING AGREEMENT (this “Amendment”) is entered into on June 27, 2019 (the “Execution Date”), by and among StoneMor GP LLC, a Delaware limited liability company and the general partner of the Partnership (“GP”), Axar Capital Management, LP, a Delaware limited partnership (“Axar”), Axar GP LLC, a Delaware limited liability company (“Axar GP”), Axar Master Fund, Ltd., a Cayman Islands exempted limited partnership (together with Axar and Axar GP, the “Axar Entities”), StoneMor GP Holdings, LLC, a Delaware limited liability company (“GP Holdings”), and Robert B. Hellman, Jr., as trustee under the Voting and Investment Trust Agreement for the benefit of American Cemeteries Infrastructure Investors LLC (“ACII,” and, together with GP Holdings, the “ACII Entities” and, collectively with the Axar Entities, the “Principal Stockholders”). The Principal Stockholders and GP are referred to herein as the “Parties” and each as a “Party.”
NOMINATION AND DIRECTOR VOTING AGREEMENTNomination and Director Voting Agreement • April 7th, 2020 • Stonemor Inc. • Services-personal services • Delaware
THIS NOMINATION AND DIRECTOR VOTING AGREEMENT, dated as of September 27, 2018, (this “Agreement”), is entered into by and among StoneMor GP LLC, a Delaware limited liability company and the general partner of the Partnership (“GP”), Axar Capital Management, LP, a Delaware limited partnership (“Axar”), Axar GP LLC, a Delaware limited liability company (“Axar GP”), Axar Master Fund, Ltd., a Cayman Islands exempted limited partnership (together with Axar and Axar GP, the “Axar Entities”), StoneMor GP Holdings, LLC, a Delaware limited liability company (“GP Holdings”), and Robert B. Hellman, Jr., as trustee under the Voting and Investment Trust Agreement for the benefit of American Cemeteries Infrastructure Investors LLC (“ACII,” and, together with GP Holdings, the "ACII Entities" and, collectively with the Axar Entities, the “Principal Stockholders”). The Principal Stockholders and GP or Company (as hereinafter defined) are referred to herein as the “Parties” and each as a “Party.” Capita
AMENDMENT TO DIRECTOR RESTRICTED PHANTOM UNIT AGREEMENT UNDER STONEMOR AMENDED AND RESTATED 2019 LONG-TERM INCENTIVE PLANDirector Restricted Phantom Unit Agreement • April 7th, 2020 • Stonemor Inc. • Services-personal services • Pennsylvania
This Amendment to Director Restricted Phantom Unit Agreement (the “Amendment”) dated this 7th day of November, 2019 is made 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 Andrew M. Axelrod, a director of the Company (the “Participant”).
SUPPLEMENT TO COLLATERAL AGREEMENTCollateral Agreement • April 7th, 2020 • Stonemor Inc. • Services-personal services
Reference is hereby made to the Collateral Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), dated as of June 27, 2019, made by each of StoneMor Partners, L.P., a Delaware limited liability company (the “Partnership”), Cornerstone Family Services of West Virginia Subsidiary, Inc., a West Virginia corporation (the “Co-Issuer” and, together with the Partnership, the “Issuers”) the other Grantors from time to time party thereto, and Wilmington Trust, National Association, as the Collateral Agent. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Agreement.
STONEMOR AMENDED AND RESTATED OPTION AGREEMENTOption Agreement • April 7th, 2020 • Stonemor Inc. • Services-personal services
This OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date, is entered into by and between StoneMor GP LLC, a Delaware limited liability company, the general partner (“General Partner”) of StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), and the Participant, pursuant to which the Participant has been granted an option (the “Option”) to purchase, for the Exercise Price Per Unit, up to the number of Units set forth above pursuant to the StoneMor Amended and Restated 2019 Long-Term Incentive Plan (as amended from time to time, the “Plan”). Capitalized terms not otherwise defined in this Agreement shall have the meaning given to them in the Plan. As used herein, the term “Partnership” shall also be deemed to refer to the term “Company” as defined in the Plan. The Option is not intended to be subject to Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
SERIES A PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • April 7th, 2020 • Stonemor Inc. • Services-personal services • New York
ContractSecond Supplemental Indenture • April 7th, 2020 • Stonemor Inc. • Services-personal services • New York
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of January 30, 2020, among StoneMor, Inc., a Delaware corporation (the “C-Corporation”), StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), Cornerstone Family Services of West Virginia Subsidiary, Inc., a West Virginia corporation (together with the Partnership, the “Issuers”), StoneMor LP Holdings, LLC, a Delaware limited liability company (the “Subsidiary Guarantor”), a subsidiary of the C-Corporation, and Wilmington Trust, National Association, in its capacity as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”).
FIRST AMENDMENT TO NOMINATION AND DIRECTOR VOTING AGREEMENTNomination and Director Voting Agreement • April 7th, 2020 • Stonemor Inc. • Services-personal services
THIS FIRST AMENDMENT TO NOMINATION AND DIRECTOR VOTING AGREEMENT (this “Amendment”) is entered into on February 4, 2019 (the “Execution Date”), by and among StoneMor GP LLC, a Delaware limited liability company and the general partner of the Partnership (“GP”), Axar Capital Management, LP, a Delaware limited partnership (“Axar”), Axar GP LLC, a Delaware limited liability company (“Axar GP”), Axar Master Fund, Ltd., a Cayman Islands exempted limited partnership (together with Axar and Axar GP, the “Axar Entities”), StoneMor GP Holdings, LLC, a Delaware limited liability company (“GP Holdings”), and Robert B. Hellman, Jr., as trustee under the Voting and Investment Trust Agreement for the benefit of American Cemeteries Infrastructure Investors LLC (“ACII,” and, together with GP Holdings, the “ACII Entities” and, collectively with the Axar Entities, the “Principal Stockholders”). The Principal Stockholders and GP are referred to herein as the “Parties” and each as a “Party.”
