SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

StoneMor Partners L.P.

(Name of Issuer)

Common Units Representing Limited Partnership Interests

(Title of Class of Securities)

86183Q100

(CUSIP Number)

Axar Capital Management, LP

1330 Avenue of the Americas, 30^th Floor

New York, NY 10019

(212) 356-6130

With a copy to:

Stuart D. Freedman, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

(212) 756-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 27, 2019

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ý

(Page 1 of 11 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 86183Q100 SCHEDULE 13D/A Page 2 of 11 Pages

1	NAME OF REPORTING PERSON Axar Capital Management, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ý
3	SEC USE ONLY
4	SOURCE OF FUNDS AF (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 7,748,435
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 7,748,435
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 7,748,435
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES See Item 4			ý
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.2%
14	TYPE OF REPORTING PERSON IA

CUSIP No. 86183Q100 SCHEDULE 13D/A Page 3 of 11 Pages

1	NAME OF REPORTING PERSON Axar GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ý
3	SEC USE ONLY
4	SOURCE OF FUNDS AF (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 7,748,435
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 7,748,435
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 7,748,435
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES See Item 4			ý
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.2%
14	TYPE OF REPORTING PERSON OO, HC

CUSIP No. 86183Q100 SCHEDULE 13D/A Page 4 of 11 Pages

1	NAME OF REPORTING PERSON Andrew Axelrod
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ý
3	SEC USE ONLY
4	SOURCE OF FUNDS AF (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 7,748,435
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 7,748,435
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 7,748,435
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES See Item 4			ý
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.2%
14	TYPE OF REPORTING PERSON IN, HC

CUSIP No. 86183Q100 SCHEDULE 13D/A Page 5 of 11 Pages

This Amendment No. 6 ("Amendment No. 6") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on March 9, 2018 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed with the SEC on August 1, 2018 ("Amendment No. 1"), Amendment No. 2 filed with the SEC on September 28, 2018 ("Amendment No. 2"), Amendment No. 3 filed with the SEC on October 29, 2018 ("Amendment No. 3"), Amendment No. 4 filed with the SEC on February 5, 2019 ("Amendment No. 4") and Amendment No. 5 filed with the SEC  on May 1, 2019 ("Amendment No. 5" and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 6, the "Schedule 13D") with respect to the Common Units Representing Limited Partnership Interests (the "Common Units"), of StoneMor Partners L.P., a Delaware limited partnership (the "Issuer").  Capitalized terms used herein and not otherwise defined in this Amendment No. 4 shall have the meanings set forth in the Schedule 13D. This Amendment No. 6 amends Items 4, 5(a)-(c) and 7 as set forth below.

Item 4.	PURPOSE OF TRANSACTION
	Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
	On June 27, 2019, the Axar Vehicles and certain other investors (individually a "Purchaser" and collectively the "Purchasers") and the Issuer entered into the Series A Preferred Unit Purchase Agreement (the "Series A Purchase Agreement") pursuant to which the Issuer sold to the Axar Vehicles an aggregate of 39,764,492 of the Issuer's Series A Preferred Units (the "Preferred Units") representing limited partner interests in the Issuer with certain rights, preferences and privileges as are set forth in the Issuer's Third Amended and Restated Agreement of Limited Partnership dated as of June 27, 2019 (the "Third Amended Partnership Agreement") and as described in the Issuer's Current Report on Form 8-K filed with the SEC on June 28, 2019 (the "June 2019 Current Report"). The holder of a Preferred Unit is entitled to one vote for each Common Unit into which such Preferred Unit is convertible (whether or not such right to convert is exercisable at such time). Therefore, the Reporting Persons' aggregate voting power equals 52.6% of the Issuer's total voting power, based upon the sum of (i) the Current Number of Common Units Outstanding (as defined in Item 5(a)) and (ii) the 52,083,333 Preferred Units issued pursuant to the Series A Purchase Agreement. The purchase price for the Preferred Units sold pursuant to the Series A Purchase Agreement (the "Purchased Units") was $1.1040 per Purchased Unit, reflecting an 8% discount to the liquidation preference of each Preferred Unit, for an aggregate purchase price for the Axar Vehicles of $43.9 million. The terms of the sale of the Purchased Units were determined based on arms-length negotiations between the General Partner, and Axar.
	Pursuant to the Series A Purchase Agreement, the Issuer agreed to file a registration statement on Form S-1 with the SEC as promptly as practicable to effect a $40,185,483 rights offering of Common Units to all holders of Common Units (other than the Purchasers, American Infrastructure Funds LP and their respective affiliates) with a purchase price of $1.20 per Common Unit (the "Rights Offering"), and agreed to use its reasonable best efforts to complete the Rights Offering within 100 days after the Closing Date.  The proceeds from the Rights Offering will be used to redeem certain of the Preferred Units.  Up to 21,169,062 of the Preferred Units purchased by the Axar Vehicles will be redeemed with the proceeds of the Rights Offering, if any.

CUSIP No. 86183Q100 SCHEDULE 13D/A Page 6 of 11 Pages

Under the Series A Purchase Agreement, the Issuer also granted each Purchaser a preemptive right to purchase a pro rata share of any subsequent issuance of Common Units or shares of common stock of the corporation ("Common Stock") into which the General Partner is converted (the conversion of the General Partner into a corporation is hereinafter referred to as the "C-Corporation Conversion") or rights to acquire any such securities, for so long as such Purchaser continues to hold any Preferred Units, any Common Units or Common Stock issued upon conversion thereof.

In connection with the sale of the Preferred Units, on June 27, 2019, the Issuer, the General Partner and the Purchasers entered into a Registration Rights Agreement (the "Registration Rights Agreement") pursuant to which the Issuer agreed to use its reasonable best efforts to file a registration statement with the SEC to permit the resale of the Common Units or Common Stock issuable upon conversion of the Purchased Units or otherwise owned by the Purchasers and their controlled affiliates and securities issued pursuant to any split, dividend, recapitalization, exchange or similar event (collectively, the "Registrable Securities").  The Issuer also agreed to use its reasonable best efforts to cause such registration statement to become effective by the earlier of 30 days after consummation of the C-Corporation Conversion or May 1, 2020 (the "Target Effective Date") and to keep such registration statement effective until the earlier of the date on which all such Registrable Securities may be sold without restriction or limitation pursuant to Rule 144 under the Securities Act of 1933, as amended (the "Securities Act") and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act or the date on which all such Registrable Securities have been sold.  The Issuer agreed to permit the Axar Vehicles and certain other Purchasers to require the Issuer, if any such Purchaser elects to dispose of Registrable Securities under a registration statement pursuant to an underwritten public offering, to enter into an underwriting agreement with an underwriter selected by such Purchaser (and reasonably approved by the Issuer, such approval not to be unreasonably withheld, conditioned or delayed) and take all such other reasonable actions as are requested by the underwriter to expedite or facilitate the disposition of such Registrable Securities.   The Issuer also granted the Purchasers the right to include such Registrable Securities in certain other registration statements the Issuer may file.  The registration rights granted pursuant to the Registration Rights Agreement are subject to exceptions, limitations and restrictions customary for a transaction of this nature.  The Registration Rights Agreement also provides that the General Partner shall assume all of the obligations of the Issuer upon consummation of the C-Corporation Conversion.

CUSIP No. 86183Q100 SCHEDULE 13D/A Page 7 of 11 Pages

On June 27, 2019, the Issuer, the General Partner, GP Holdings, ACII and the Axar Entities also entered into an amendment to the VSA (the "VSA Third Amendment"). The VSA Third Amendment provides that, in calculating the 27.49% aggregate of the outstanding Common Units that the Axar Entities are permitted to own or acquire prior to the closing of the Merger contemplated by the Merger Agreement, the Preferred Units acquired pursuant to the Series A Purchase Agreement and any equity issued upon conversion of or in consideration of such Preferred Units shall be excluded.

In addition, on June 27, 2019, the General Partner, GP Holdings, ACII and the Axar Entities entered into an amendment to the Nomination and Director Voting Agreement (the "DVA Second Amendment") which provides that the Axar Entities shall have the right to designate three of the seven of the directors on the Board of Directors of StoneMor Inc. (or if the number of such directors is increased, three-sevenths of the total number of directors) until the refinancing or repayment of the 9.875%/11.500% Senior Secured PIK Toggle Notes due 2024 (the "Notes") issued pursuant to the indenture dated as of June 27, 2019 by and among the Issuer, Cornerstone Family Services of West Virginia Subsidiary, Inc. ("Cornerstone"), certain direct and indirect subsidiaries of the Issuer, the initial purchasers party thereto and Wilmington Trust, National Association, as trustee and as collateral agent (the "Indenture").  Subject to the prior refinancing or repayment of the Notes under the Indenture and from and after the C-Corporation Conversion, the right of the Axar Entities to designate directors to the Board of Directors of StoneMor Inc. shall be as follows:

• so long as the Axar Entities and their respective affiliates (the "Axar Group") continue to beneficially own at least 15% of the then-outstanding Common Stock, the Axar Entities will be entitled to designate three directors for nomination to the Company Board of Directors;

• so long as the Axar Group continues to beneficially own at least 10% but less than 15% of the then-outstanding Common Stock, the Axar Entities will be entitled to designate two directors for nomination to the Company Board of Directors;

• so long as the Axar Group continues to beneficially own at least 5% but less than 10% of the then-outstanding Common Stock, the Axar Entities will be entitled to designate one director for nomination to the Company Board of Directors; and

• if the Axar Group beneficially owns less than 5% of the then-outstanding Common Stock, the right of the Axar Entities to designate any director for nomination to the Company Board of Directors shall terminate.

CUSIP No. 86183Q100 SCHEDULE 13D/A Page 8 of 11 Pages

The DVA Second Amendment also provides that, in calculating the 27.49% aggregate of the outstanding Common Stock that the Axar Entities are permitted to own or acquire during the period commencing on the closing date of the Merger contemplated by the Merger Agreement and ending on the date 30 days following the delivery of all requisite notices of immediate effective resignation from the board of directors of StoneMor Inc., the Preferred Units acquired pursuant to the Series A Purchase Agreement and any equity issued upon conversion of or in consideration of such Preferred Units shall be excluded.

The terms of the VSA Third Amendment and the DVA Second Amendment were reviewed and approved by the Conflicts Committee of the General Partner's Board of Directors, which is comprised entirely of independent directors.

On June 27, 2019, the General Partner, GP Holdings and Axar Special Member LLC, a wholly-owned subsidiary of the Investment Manager ("Axar Special Member"), entered into the Third Amended and Restated Limited Liability Company Agreement of the General Partner (the "Third A&R GP LLCA"), pursuant to which the Axar Special Member was admitted as a member with the right to designate three-sevenths of the board of directors of the General Partner, consistent with the provisions of the DVA Second Amendment as described above.

The foregoing summaries of the Series A Purchase Agreement, the Registration Rights Agreement, the VSA Third Amendment, the DVA Second Amendment and the Third A&R GP LLCA (collectively, the "Transaction Documents") are not intended to be complete and are qualified in their entirety by reference to the full texts of the Transaction Documents, which are referenced as Exhibit 10, Exhibit 11, Exhibit 12, Exhibit 13 and Exhibit 14 to this Schedule 13D and are also incorporated herein by reference.

The Issuer applied a portion of the proceeds of the sale of the Notes and the Preferred Units to pay in full all amounts owing pursuant to the Credit Agreement, which effectively terminated the Credit Agreement and the related Guaranty and Collateral Agreement.

As a condition to, and effective immediately prior to, the consummation of the Notes and Preferred Unit issuance, the Board of Directors of the General Partner was reconstituted.  Directors Martin R. Lautman, Ph.D., Leo J. Pound, Robert A Sick and Fenton R. Talbott resigned as directors pursuant to the Amended and Restated Limited Liability Company Agreement of the General Partner, the authorized number of directors was reduced to seven and Andrew Axelrod, David Miller and Spencer Goldenberg were elected to the board of directors of the General Partner to fill the vacancies created by the resignations and pursuant to the designation of the Axar Special Member.  The reconstituted board of directors is comprised of Messrs. Axelrod, Miller and Goldenberg, Robert Hellman, Stephen Negrotti, Patricia Wellenbach and Joe Redling.  Mr. Axelrod has been elected Chairman of the Board of Directors of the General Partner.

CUSIP No. 86183Q100 SCHEDULE 13D/A Page 9 of 11 Pages

Item 5.	INTEREST IN SECURITIES OF THE ISSUER
	Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and restated as follows:
(a)	The percentages used in this Schedule 13D are calculated based upon 38,288,857 Common Units reported to be outstanding as of May 6, 2019 in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, filed with the Securities and Exchange Commission on May 10, 2019 (such number of Common Units outstanding, the "Current Number of Outstanding Common Units").
	See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Common Units and percentage of the Common Units beneficially owned by each of the Reporting Persons.
(b)	See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Common Units as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
	Assuming no Preferred Units purchased by the Axar Vehicles are redeemed from the proceeds of the Rights Offering and that the Preferred Units become convertible after the completion of the Rights Offering and there has been otherwise no change in the Reporting Persons’ beneficial ownership and no change in the conversion rate, as provided in the Issuer's Third Amended Partnership Agreement, the Reporting Persons would beneficially own an aggregate of 47,512,927 Common Units, representing 55.38% of the Common Units based upon the Current Number of Outstanding Common Units and assuming the conversion of the Preferred Units by the Reporting Persons.

CUSIP No. 86183Q100 SCHEDULE 13D/A Page 10 of 11 Pages

	Assuming that the Rights Offering is fully subscribed for, 21,169,062 Preferred Units purchased by the Axar Vehicles are redeemed from the proceeds of the Rights Offering and that the Preferred Units become convertible after the completion of the Rights Offering and there has been otherwise no change in the Reporting Persons' beneficial ownership and no change in the conversion rate, as provided in the Issuer's Third Amended Partnership Agreement, the Reporting Persons would beneficially own an aggregate of 26,343,865 Common Units, representing 29.15% of the Common Units based upon 71,776,760 Common Units outstanding, which represents the sum of (i) the Current Number of Outstanding Common Units and (ii) 33,487,903 Common Units issued in the Rights Offering, and assumes the conversion of the remaining Preferred Units by the Reporting Persons.
(c)	Except as set forth in this Amendment No. 6, there have been no transactions in the Common Stock effected by the Reporting Person during the past sixty days.
Item 7.	MATERIAL TO BE FILED AS EXHIBITS
	Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
Exhibit 10:	Series A Purchase Agreement (incorporated by reference to Exhibit 10.1 of the June 2019 Current Report).
Exhibit 11.	Registration Rights Agreement (incorporated by reference to Exhibit 10.2 of the June 2019 Current Report).
Exhibit 12:	VSA Third Amendment (incorporated by reference to Exhibit 10.4 of the June 2019 Current Report).
Exhibit 13:	DVA Second Amendment.
Exhibit 14:	Third A&R GP LLCA.

CUSIP No. 86183Q100 SCHEDULE 13D/A Page 11 of 11 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: June 28, 2019

AXAR CAPITAL Management, LP

By: Axar GP, LLC, its General Partner

By: /s/ Andrew Axelrod

Name: Andrew Axelrod

Title: Sole Member

AXAR GP, LLC

By: /s/ Andrew Axelrod

Name: Andrew Axelrod

Title: Sole Member

/s/ Andrew Axelrod

ANDREW AXELROD

EX-99

SECOND AMENDMENT TO NOMINATION AND DIRECTOR VOTING AGREEMENT

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.”

RECITALS

1. The Parties entered into that certain Nomination and Director Voting Agreement on September 27, 2018, as amended by that certain First Amendment to Nomination and Director Voting Agreement dated as of February 4, 2019 (collectively, the “Agreement”).

2. Pursuant to Section 5(e)(ii) of the Agreement, the Agreement may be amended in writing by the Parties.

3. The Parties desire to make certain amendments to the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Article I
AMENDMENTS

1.1       Board Designation Rights. Section 1 of the Agreement is hereby amended and restated in its entirety as follows:

“Section 1. Board Designation Rights.

(a) Subject to the other provisions of this Section 1, commencing as of the Effective Time and ending on the Final Designated Director Termination Date (as defined below), the Axar Entities shall have the option and right (but not the obligation) to designate up to three (3) nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board (each, an “Axar Designated Director”, and collectively, the “Axar Designated Directors”) in accordance with this Section 1, two of whom shall be “independent” under the standards set forth in Section 303A.02(b) of the New York Stock Exchange Listed Company Manual for so long as the Company is not a “controlled company” for purposes of the New York Stock

Exchange. Each Axar Designated Director shall in the reasonable determination of the Board or Nominating and Governance Committee of the Board (the “Nominating and Governance Committee”) (i) be suitable to serve on the Board in accordance with the customary standards of suitability for directors of NYSE listed companies, (ii) not be prohibited from serving as a Director pursuant to any rule or regulation of the U.S. Securities and Exchange Commission or any National Securities Exchange on which the Common Stock is listed or admitted to trading, and (iii) not be an employee, manager or director of any Competitor (as defined below). As a condition precedent to service on the Board, each Axar Designated Director shall deliver to the Board his or her written resignation from the Board (in the form attached hereto as Annex A) that the Board or the Nominating and Governance Committee may, in the Board’s or such committee’s sole discretion, accept and make effective solely and to the extent provided in accordance with subsection (d) below. For purposes of this Agreement, the term “Competitor” shall mean any person or entity that is an operating company (it being agreed that “Competitor” shall not include any company the primary business purpose of which is to provide financing directly or indirectly to unaffiliated entities) which engages in the death care business.

(b) Subject to the other provisions of this Section 1, commencing as of the Effective Time and ending on the Final Designated Director Termination Date (as defined below), the ACII Entities shall have the option and right (but not the obligation) to designate one (1) nominee to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as a Director on the Board (the “ACII Designated Director”, and collectively with the Axar Designated Directors, the “Designated Directors”) in accordance with this Section 1. The ACII Designated Director shall in the reasonable determination of the Board or Nominating and Governance Committee (i) be suitable to serve on the Board in accordance with the customary standards of suitability for directors of NYSE listed companies, (ii) not be prohibited from serving as a Director pursuant to any rule or regulation of the U.S. Securities and Exchange Commission or any National Securities Exchange on which the Common Stock is listed or admitted to trading, and (iii) not be an employee, manager or director of any Competitor. As a condition precedent to service on the Board, the ACII Designated Director shall deliver to the Board his or her written resignation from the Board (in the form attached hereto as Annex A) that the Board or the Nominating and Governance Committee may, in the Board’s or such committee’s sole discretion, accept and make effective solely and to the extent provided in accordance with subsection (d) below.

(c) The GP and Company (as applicable) and the Board shall take all actions necessary or advisable to effect the provisions of Sections 1(a) and 1(b) (subject to Section 1(d)), including, effective as of the Conversion Effective Time, validly appointing the three (3) Directors designated by Axar in writing to the Board and one (1) Director designated by ACII in writing to the Board, in each case, no later than ninety (90) days after the date hereof (the “Initial Directors”). Of the Initial Directors, the Axar Designated Directors shall serve initial terms that expire no earlier than the annual meeting of the stockholders of the Company (the “Stockholders”) to be held in 2020, 2021 and 2022, respectively (with Axar notifying the Board which Axar Designated Director’s term shall expire in 2020, 2021 and 2022), and the ACII Designated Director shall serve an initial term that expires no earlier than the annual meeting of the Stockholders to be held in 2020.

(i)       Each of the ACII Entities, on the one hand, and the Axar Entities, on the other hand, agree (A) upon GP’s or the Company’s (as applicable) request to, and to cause each Designated Director designated by them to, timely provide GP or the Company (as applicable) with accurate and complete information relating to such Designated Director as may be required to be disclosed by the Company under the Exchange Act and (B) to cause each Designated Director designated by it or them, as applicable, to comply with the Section 16 filing obligations under the Exchange Act. At each applicable election of Directors, the Board shall nominate each Designated Director, which designee must meet the standards set forth in subsection (a) above, as part of the slate of Directors nominated by the Board for election by the Stockholders and shall recommend that the Stockholders vote for the each of the Designated Directors. Additionally, in the event of the resignation, death, or removal (for cause or otherwise) of any Designated Director, the Party who designated such Director under this Agreement shall have the right for the ensuing sixty (60) days, subject to the other provisions of this Section 1, to designate in writing furnished to the Nominating and Governance Committee the person to be appointed by the Board as the Designated Director to fill the resulting vacancy (subject to such designee meeting the standards set forth in subsection (a) above).

(ii)       Any action by the ACII Entities or the Axar Entities to designate a Designated Director shall be evidenced in writing furnished to the Nominating and Governance Committee not later than January 31 of the year in which the annual meeting of the Stockholders for the election of such Designated Director is to be held (or in the case of a special meeting within a reasonable time in advance of such meeting in order to allow the Board and the Nominating and Governance Committee to determine compliance with the qualifications required in Section 1 and otherwise to comply with its proxy solicitation and disclosure obligations in connection with such meeting) and shall be executed by the ACII Entities or the Axar Entities, as applicable.

(iii)       In the event that the ACII Entities or the Axar Entities fail to designate a Designated Director meeting the qualifications specified in Section 1 in accordance with the time periods set forth in this Section 1(c) (including upon the resignation, death or removal of a Designated Director), the Board, upon recommendation from the Nominating and Governance Committee, shall have the right to retain the resulting vacancies on the Board, reduce the size of the Board to the extent of the resulting vacancies or designate an individual or individuals recommended by the Nominating and Governance Committee to fill such vacancies, in each case until the next meeting of the Stockholders for the election of Directors of that class, at which time the ACII Entities or the Axar Entities, as applicable, will again be entitled to designate Designated Directors to the extent permitted in this Section 1.

(d) Ownership Thresholds.

(i)        Subject to the remaining terms of this Section 1(d), from and after the Effective Time and so long as the ACII Entities and their respective Affiliates (the “ACII Group”), collectively, continue to beneficially own at least 4.00% of the then issued and outstanding Common Stock of the Company (“Outstanding Common Stock”), the ACII Entities shall be entitled to designate one (1) ACII Designated Director pursuant to this

Section 1. As of the first date that the ACII Group, collectively, beneficially owns less than 4.00% of the Outstanding Common Stock, the right of the ACII Entities to designate any ACII Designated Directors pursuant to this Section 1 shall immediately terminate.

(ii)       Subject to the remaining terms of this Section 1(d), from and after the Effective Time and until the later of (x) the refinancing or repayment of the Notes under the New Indenture (the “Refinancing”) and (y) the Axar Entities and their respective Affiliates (the “Axar Group”), collectively, no longer beneficially own at least 15.00% of the Outstanding Common Stock, the Axar Entities shall be entitled to designate up to three (3) Axar Designated Directors pursuant to this Section 1, provided, however that if, prior to the Refinancing, the number of Directors on the Board is increased, the number of Axar Designated Directors shall be increased to be at least three-sevenths (3/7) of the total number of Directors on the Board. Solely after the Refinancing, as of the first date that the Axar Group, collectively, beneficially owns less than 15.00% Outstanding Common Stock, but at least 10.00% of the Outstanding Common Stock, the Axar Entities shall only be entitled to designate up to two (2) Axar Designated Directors. Solely after the Refinancing, as of the first date that the Axar Group, collectively, beneficially owns less than 10.00% of the Outstanding Common Stock, but at least 5.00% of the Outstanding Common Stock, the Axar Entities shall only be entitled to designate one (1) Axar Designated Director. Solely after the Refinancing, as of the first date that the Axar Group, collectively, beneficially owns less than 5.00% of the Outstanding Common Stock, the right of the Axar Entities to designate any Axar Designated Directors pursuant to this Section 1 shall immediately terminate.

(iii)       If, solely after the Refinancing, the Axar Group’s beneficial ownership is less than 15.00% of the Outstanding Common Stock but greater than 10.00% (the “First Designated Director Termination Date”), the Axar Entities shall specify (by written notice to the Company not later than January 31 of the year in which the next annual meeting of the Stockholders for the election of any Axar Designated Director is to be held or, in the case of a special meeting, within a reasonable time in advance of such meeting) which Axar Designated Director position will not be nominated by the Axar Entities at the applicable annual (or special) meeting.

(iv)       If, solely after the Refinancing, the Axar Group’s beneficial ownership is less than 10.00% of the Outstanding Common Stock but greater than 5.00% (the “Second Designated Director Termination Date”), the Axar Entities shall specify (by written notice to the Company not later than January 31 of the year in which the next annual meeting of the Stockholders for the election of any Axar Designated Director is to be held or, in the case of a special meeting, within a reasonable time in advance of such meeting) which Axar Designated Director position will not be nominated by the Axar Entities, as applicable at the applicable annual (or special) meeting.

(v)       The date on which the ACII Group’s or the Axar Group’s (and, with respect to the Axar Group, solely after the Refinancing), as applicable, beneficial ownership is less than 5.00% of the Outstanding Common Stock shall be the “Final Designated Director Termination Date”.

“New Indenture” means the Indenture, dated as of June 27, 2019, by and among the Partnership and certain subsidiaries of the Partnership as Issuers and the Subsidiary Guarantors party thereto from time to time and Wilmington Trust, National Association, as Trustee and as Collateral Agent, as amended, amended and restated, or supplemented from time to time.

“Notes” means the Senior Secured PIK Toggle Notes due 2024 under the New Indenture.

(vi)        At any time on or after the First Designated Director Termination Date, the Second Designated Director Termination Date or the Final Designated Director Termination Date, the Board shall be entitled to accept and make effective the resignations of any Designated Directors in excess of the number of Designated Directors that the ACII Entities or the Axar Entities, as applicable, are entitled to designate pursuant to this Section 1(d); provided, however, that after the First Designated Director Termination Date and Second Designated Director Termination Date, as applicable, the Axar Entities shall be entitled to specify which of its Designated Directors’ resignations shall be so accepted and made effective if the number of required resignations hereunder is less than the number of then serving Designated Directors designated by the Axar Entities pursuant to this Section 1(d).

(vii)       In addition to the obligation in Section 1(a) of each Designated Director to deliver the written resignation described therein, after the First Designated Director Termination Date, the Second Designated Director Termination Date or the Final Designated Director Termination Date, as applicable, each of the ACII Group, on the one hand, or the Axar Group, on the other hand, agree, promptly upon (and in any event within two (2) Business Days following) receipt of a written request from the Company, to cause the Designated Directors then serving as members of the Board in excess of the number of Designated Directors that it or they are entitled to designate pursuant to this Section 1(d), as applicable, to resign from the Board effective immediately.

(viii)       The phrase “beneficial ownership” and words of similar import when used in this Agreement shall have the meaning (or the correlative meaning, as applicable) set forth in Rule 13d-3 and Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder.

(e) At all times while a Designated Director is serving as a member of the Board, and following any such Designated Director’s death, resignation, removal or other cessation as a Director in such former Designated Director’s capacity as a former Director, such Designated Director shall be entitled to all rights to indemnification and exculpation, in each case, as are then made available to any other member of the Board. While serving as a Designated Director, such Designated Director shall be entitled to compensation commensurate with that of similarly situated (i.e., independent, employee or non-employee affiliate) members of the Board and reimbursement for reasonable expenses consistent with the Company’s policies applicable to other similarly situated Directors.

(f) The option and right to appoint Designated Directors to be granted to each of the ACII Entities and the Axar Entities by the Company following the Reorganization under this Section 1 may not be transferred or assigned, in whole or in part, by the ACII Entities or the Axar Entities directly or indirectly (including by way of direct or indirect transfers of equity interests in such Persons) without the prior written consent the Company, and the execution by such transferee of a joinder agreement in the form of Annex B hereto (a “Joinder”) (provided that such rights may be transferred or assigned to an Affiliate of the ACII Entities or the Axar Entities without the consent of the Company, as applicable, in the case of direct or indirect transfers of equity interests in such Person among or to an Affiliate so long as (i) such transferee executes a Joinder and (ii) such transfers collectively would not result in equity interests in such Person representing a majority of the economic or voting interests in such Person being owned or controlled by a Person or Persons that do not own or control a majority of the economic or voting interests in such Person immediately prior to such transfer).

(g) The Board shall not designate an executive committee or any other committee which has been delegated authority substantially similar to the authority of the Board unless each then serving Designated Director is also appointed as a member of such committee.”

1.2       Standstill. Section 3(a)(ii) of the Agreement is hereby amended and restated in its entirety as follows:

“acquire or propose to acquire additional Common Stock or other securities of the Company or any securities of its subsidiaries; provided, however, that the foregoing shall not prohibit the acquisition or proposal to acquire additional Common Stock or other Company securities that in the aggregate, together with such Party’s and its Affiliates’ beneficial ownership of any other Common Stock or other securities of the Company, does not cause such Party’s and its Affiliates’ aggregate beneficial ownership to exceed nineteen and ninety-nine hundredths percent (19.99%) with respect to the ACII Entities, or twenty-seven and forty-nine hundredths percent (27.49%) (which percentage shall exclude equity acquired in connection with the Partnership’s preferred unit offering to be consummated on or about the Execution Date including any Common Stock issued upon conversion or in consideration of such equity) with respect to the Axar Entities of either the outstanding Common Stock or the voting power of the outstanding securities of the Company; provided, further, that the foregoing shall not prohibit and the Principal Stockholders shall have the right to participate pro rata, based on their respective beneficial ownership percentage of the outstanding Common Stock, in any equity capital raise by the Company or any of its subsidiaries;”

1.3       Standstill. Section 3(d) of the Agreement is hereby amended and restated in its entirety as follows:

“Standstill Termination Date” means, with respect to the ACII Entities or the Axar Entities, as applicable, the earlier of (i) the third anniversary of the Effective Time, (ii) the date that the Company or any of its Affiliates or agents materially breaches this Agreement (following notice of such breach to the Company by any ACII Entity or any Axar Entity and the opportunity for the Company to cure or cause to be cured such breach for 15 days

from such notice) or takes any action challenging the validity or enforceability of this Agreement, (iii) the date that the ACII Entities or the Axar Entities, as applicable, no longer has the right to nominate any Directors or no longer has any of its Designated Directors on the Board, and (iv) thirty (30) days following the delivery by all of the Designated Directors of the ACII Entities or all of the Designated Directors of the Axar Entities, respectively, of a notice of immediate effective resignation from the Board.”

1.4       Binding Effect; Assignment; Termination. Section 5(g) of the Agreement is hereby amended and restated in its entirety as follows:

“(g) Binding Effect; Assignment; Termination. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, but, except as provided by Section 1(e) hereof will not be assignable or delegable by any Party hereto without the prior written consent of each of the other Parties. This Agreement shall terminate with respect to a Principal Stockholder (and the Company’s rights with respect to and obligations to such Principal Stockholder) on the later of: (i) with respect to the ACII Entities or the Axar Entities, as applicable, the Final Designated Director Termination Date applicable the ACII Entities or the Axar Entities, respectively, and (ii) the Standstill Termination Date with respect to such Principal Stockholder, except that in any such case the provisions of Section 4 and this Section 5 shall survive any termination of this Agreement and except that no party to this Agreement shall be relieved or released from liability for damages arising out of a breach of this Agreement before such termination.”

Article II
MISCELLANEOUS PROVISIONS

2.1       Certain Defined Terms. Capitalized terms used in this Amendment that are not defined in the text of the body of this Amendment shall have the meanings given such terms in the Agreement.

2.2       No Other Amendments. All provisions of the Agreement, unless amended by this Amendment, shall remain unchanged.

2.3       Counterparts. This Amendment may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

2.4       Miscellaneous. Section 5 of the Agreement shall apply to this Amendment mutatis mutandis.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the day and year first above written.

STONEMOR GP LLC

By: /s/ Joseph M. Redling

Name: Joseph M. Redling

Title: President and Chief Executive Officer

STONEMOR GP HOLDINGS, LLC

By: /s/ Robert B. Hellman, Jr.

Name: Robert B. Hellman, Jr.

Title: Authorized Person

AXAR CAPITAL MANAGEMENT, LP

By: Axar GP, LLC, its general partner

By: /s/ Andrew Axelrod

Name: Andrew Axelrod

Title: Sole Member

AXAR GP LLC

By: /s/ Andrew Axelrod

Name: Andrew Axelrod

Title: Sole Member

AXAR MASTER FUND, LTD.

By: /s/ Andrew Axelrod

Name: Andrew Axelrod

Title: Authorized Person

ROBERT B. HELLMAN, JR., AS TRUSTEE UNDER THE VOTING AND INVESTMENT TRUST AGREEMENT FOR THE BENEFIT OF AMERICAN CEMETERIES INFRASTRUCTURE INVESTORS, LLC

By: /s/ Robert B. Hellman, Jr.

Name: Robert B. Hellman, Jr.

Title: Trustee

EX-99

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

STONEMOR GP LLC,

A DELAWARE LIMITED LIABILITY COMPANY

DATED AS OF

JUNE 27, 2019

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND CONSTRUCTION	1
Section 1.1   Definitions	1
Section 1.2   Rules of Construction	5
ARTICLE II ORGANIZATION	6
Section 2.1   Formation of the Company	6
Section 2.2   Company Name	6
Section 2.3   Term	6
Section 2.4   Purposes and Powers	7
Section 2.5   Place of Business, Agent and Office of the Company	7
Section 2.6   Title to Company Assets	7
ARTICLE III CAPITAL AND CAPITAL CONTRIBUTIONS	7
Section 3.1   Membership Interests and Units	7
Section 3.2   Capital Contribution	7
Section 3.3   Class A Member	8
Section 3.4   Pledge of Membership Interests	8
Section 3.5   Issuance of Additional Units	8
Section 3.6   Subsequent Capital Contributions	8
Section 3.7   Loans to the Company	8
Section 3.8   General Provisions regarding Capital Contributions	8
Section 3.9   Limitation on Liability	9
ARTICLE IV DISTRIBUTIONS	9
Section 4.1   Distributions Generally	9
Section 4.2   Tax Liability Distributions	9
Section 4.3   Distributions on Dissolution and Winding Up	10
Section 4.4   Limitation on Distributions and Redemptions	10
Section 4.5   Withholding of Taxes	10
ARTICLE V [RESERVED]	10
ARTICLE VI COMPENSATION OF THE CLASS A MEMBER	10
Section 6.1   Compensation of the Class A Member	10
ARTICLE VII MANAGEMENT	10
Section 7.1   Management of the Company’s Affairs	10
Section 7.2   Number; Qualification; Election; Tenure	11
Section 7.3   Notice	12
Section 7.4   Regular Meetings	12
Section 7.5   Special Meetings	12
Section 7.6   Action by Consent of the Board	12
Section 7.7   Telephonic Meetings	12
Section 7.8   Quorum; Voting Requirement	12

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Section 7.9   Committees	13
Section 7.10   Vacancies	14
Section 7.11   Removal	14
Section 7.12   Compensation of Directors	14
Section 7.13   Restrictions on the Board of Directors’ Authority	15
Section 7.14   Certain Matters Requiring Board Approval	15
Section 7.15   Section 7.15 C-Corporation Conversion	15
Section 7.16   Governance Matters	16
ARTICLE VIII OFFICERS	16
Section 8.1   Elected Officers	16
Section 8.2   Election and Term of Office	17
Section 8.3   Chairman of the Board	17
Section 8.4   President and Chief Executive Officer	17
Section 8.5   Chief Operating Officer and Vice Presidents	17
Section 8.6   Chief Financial Officer and Assistant Treasurers	17
Section 8.7   Secretary and Assistant Secretaries	18
Section 8.8   Removal	18
Section 8.9   Vacancies	18
Section 8.10   Compensation	18
Section 8.11   Powers of Attorney	18
Section 8.12   Delegation of Authority	18
ARTICLE IX STANDARDS OF CONDUCT, LIABILITY AND INDEMNIFICATION	19
Section 9.1   Standards of Conduct and Fiduciary Duties	19
Section 9.2   Liability and Exculpation	19
Section 9.3   Indemnification	20
ARTICLE X TAXES	20
Section 10.1   Tax Returns	20
Section 10.2   Tax Elections	21
ARTICLE XI [RESERVED]	21
ARTICLE XII BOOKS OF ACCOUNT, RECORDS AND REPORTS	21
Section 12.1   Preparation and Maintenance of Books and Records	21
Section 12.2   Company Documentation Requirements	21
Section 12.3   Fiscal Year	22
Section 12.4   Company Funds	22
Section 12.5   Statements	22
ARTICLE XIII DISSOLUTION AND TERMINATION OF THE COMPANY	23
Section 13.1   Dissolution	23
Section 13.2   Winding Up and Liquidation	23
Section 13.3   No Recourse	23
Section 13.4   No Deficit Contribution Obligation	23

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ARTICLE XIV AMENDMENTS; POWER OF ATTORNEY	24
Section 14.1   Amendments Generally	24
ARTICLE XV MISCELLANEOUS	24
Section 15.1   No Registration of Units	24
Section 15.2   Exhibits	24
Section 15.3   Severability	24
Section 15.4   Successors and Assigns	24
Section 15.5   Governing Law	24
Section 15.6   Counterparts	24
Section 15.7   No Third Party Beneficiaries	25
Section 15.8   Notices	25
Section 15.9   Entire Agreement; Interpretation	25

Schedules and Exhibits:

SCHEDULE A – Schedule of the Class A Member

EXHIBIT A – Form of Unit Certificate

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THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

STONEMOR GP LLC

A DELAWARE LIMITED LIABILITY COMPANY

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of STONEMOR GP LLC, a Delaware limited liability company (the “Company”), dated as of June 27, 2019 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by the Class A Member and the Special Member (each as defined below).

WHEREAS, the Company and its then members entered into that certain Amended and Restated Limited Liability Company Agreement dated September 20, 2004, as amended from time to time thereafter; and

WHEREAS, the Company and its then members entered into that certain Second and Restated Limited Liability Company Agreement dated May 21, 2014 (as amended from time to time thereafter, the “A&R Agreement”).

WHEREAS, as a result of an equity investment and debt refinancing involving the Partnership, StoneMor GP Holdings LLC continues to own 100% of the Class A Units in the Company and is the Class A Member of the Company, and the Special Member shall have certain rights with respect to governance and management of the Company as set forth herein.

NOW, THEREFORE, the Class A Member and Special Member hereby amend and restates the A&R Agreement in its entirety to read as follows:

Article I
DEFINITIONS AND CONSTRUCTION

Section 1.1 Definitions. The following definitions shall be applicable to the terms set forth below as used in this Agreement:

“Act” shall mean the Delaware Limited Liability Company Act (Delaware General Corporations Code Sections 18-101, et seq.), as it may be amended from time to time, and any corresponding provisions of succeeding law. All references in this Agreement to provisions of the Act shall be deemed to refer, if applicable, to their successor statutory provisions to the extent appropriate in light of the context herein in which such references are used.

“Additional Member” shall have the meaning set forth in Section 3.5.

“Affiliate” shall mean, with respect to any person or entity, any other person or entity that directly or indirectly controls, or is controlled by, or is under common control with, such first party.  For the purposes of this  definition, “Control” when used with respect to any Person means the power to direct the management and

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policies of such Person, directly or indirectly, whether through the ownership of voting securities, by  contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agreement” shall mean this Third Amended and Restated Limited Liability Company Agreement of StoneMor GP LLC, as the same may be amended, supplemented or restated from time to time in accordance with the terms hereof.

“Assignee” shall mean any Person to whom Units have been Transferred in a manner permitted under this Agreement.

“Audit Committee” shall have the meaning set forth in Section 7.9(b).

“Available Cash” shall mean all cash held and owned by the Company less any reserve for the working capital and other foreseeable future needs of the Company, as determined by the Board.

“Board” shall have the meaning set forth in Section 7.1.

“Business Day” shall mean any day, other than a Saturday, Sunday, or federal or Pennsylvania legal holiday.

“Capital Contribution” shall mean the amount of money and/or the fair market value of any property (net of any liabilities encumbering such property that the Company is considered to assume or take subject to under Code Section 752) contributed to the capital of the Company.

“C-Corporation Conversion” shall mean the consummation of the transactions contemplated by the Amended & Restated Merger and Reorganization Agreement, dated June 27, 2019, by and among the Partnership, the Company, the Class A Member and Hans Merger Sub, LLC, as may be amended or amended and restated from time to time.

“Certificate of Formation” shall mean the certificate of formation for the Company as originally filed in the Office of the Secretary of State of the State of Delaware, as such certificate may be amended from time to time.

“Class A Member” shall mean StoneMor GP Holdings LLC, a Delaware limited liability company and any successor thereto.

“Class A Units” shall have the meaning set forth in Section 3.1.

“Code” shall mean the Internal Revenue Code of 1986, as amended. All references in this Agreement to provisions of the Code shall be deemed to refer, if applicable, to their successor statutory provisions to the extent appropriate in light of the context herein in which such references are used.

“Commission” shall mean the Securities and Exchange Commission.

“Common Units” shall have the meaning set forth in the Partnership Agreement.

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“Company” shall mean the limited liability company continuing under this Agreement, notwithstanding changes in its membership.

“Compensation Committee” shall have the meaning set forth in Section 7.9(c).

“Conflicts Committee” shall have the meaning set forth in Section 7.9(d).

“Cumulative Assumed Tax Liability” shall mean, as of any Fiscal Year, the product of (a) the U.S. federal taxable income, a liquidation event, a qualified public offering, the receipt of a guaranteed payment for services by the Class A Member, the issuance of Units to the Class A Member, or the forfeiture or repurchase of Units from the Class A Member) allocated to the Class A Member in such Fiscal Year and all prior Fiscal Years less the U.S. federal taxable loss allocated the Class A Member in such Fiscal Year and all prior Fiscal Years, multiplied by (b) the highest applicable U.S. federal, state and local income tax rate applicable to an individual resident in New York with respect to the character of U.S. federal taxable income or loss allocated by the Company to the Class A Member (e.g., capital gains or losses, dividends, ordinary income, etc.) during each applicable Fiscal Year.

“Director” or “Directors” shall have the meaning set forth in Section 7.2(a).

“Dissolution Event” shall have the meaning set forth in Section 13.1.

“Effective Date” shall have the meaning set forth in the preamble to this Agreement.

“General Partner Interest” shall have the meaning set forth in the Partnership Agreement.

“Group Member” shall have the meaning set forth in the Partnership Agreement.

“Incentive Distribution Right” shall have the meaning set forth in the Partnership Agreement.

“Incentive Plans” shall mean any plan or arrangement pursuant to which the Company or the Partnership may compensate its directors, officers, employees, consultants or service providers.

“Indemnitee” shall mean (a) any Person who is or was an Affiliate of the Company (including the Class A Member and the Special Member), (b) any Person who is or was an officer, Director, fiduciary or trustee of the Company or any Affiliate of the Company, (c) any Person who is or was serving at the request of the Board as an officer, director, member, partner, fiduciary or trustee of another Person; provided, that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services; and (d) any Person the Board designates as an “Indemnitee” for purposes of this Agreement.

“Independent Director” shall mean a Director who is not (a) a security holder, officer or employee of the Company, (b) an officer, director or employee of any Affiliate of the Company or (c) a holder of any ownership interest in the Partnership Group other than Common Units and who also meets the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities   Exchange   Act   of  1934,   as   amended,   and   the  rules  and  regulations   of   the   Commission

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thereunder and by the New York Stock Exchange or any national securities exchange on which the Common Units are listed.

“Membership Interest” shall mean the property interest, as opposed to the personal interest, of the Class A Member in the Company and as a holder of Units, including rights to distributions (liquidating or otherwise), allocations, information, all other rights, benefits and privileges enjoyed by the Class A Member (under the Act, this Agreement or otherwise) by virtue of the Units held by the Class A Member; and all obligations, duties and liabilities imposed on the Class A Member (under the Act, this Agreement, or otherwise) by virtue of the Units held by the Class A Member.

“New Indenture” means the Indenture, dated as of June 27, 2019, by and among the Partnership and certain subsidiaries of the Partnership as Issuers and the Subsidiary Guarantors party thereto from time to time and Wilmington Trust, National Association, as Trustee and as Collateral Agent, as amended, amended and restated, or supplemented from time to time.

“Nominating and Governance Committee” shall have the meaning set forth in Section 7.9(e).

“Notes” means the Senior Secured PIK Toggle Notes due 2024 under the New Indenture.

“Officers” shall have the meaning set forth in Section 8.1.

“Operating Company” shall mean StoneMor Operating LLC, a Delaware limited liability company, and any successor thereto.

“Partnership” shall mean StoneMor Partners, L.P., a Delaware limited partnership, of which the Company is the general partner.

“Partnership Agreement” shall mean the Third Amended and Restated Agreement of Limited Partnership of the Partnership, as the same may be amended, supplemented or restated from time to time.

“Partnership Group” shall have the meaning set forth in the Partnership Agreement.

“Person” shall mean an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

“Reserves” shall mean the amount of reserves determined by the Board to provide for the future conduct of the business of the Company, including to provide for any future capital contributions to, or other investments in, the Partnership. In determining the amount of reserves, the Board shall exclude the amount of any anticipated expenses of the Company in its capacity as the general partner of the Partnership for which the Company is entitled to be reimbursed pursuant to the Partnership Agreement.

“Securities Act” shall have the meaning set forth in Section 15.1.

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“Special Member” shall mean Axar Special Member LLC, a Delaware limited liability company.

“Spouse” shall mean the spouse by marriage, whether statutory or common law, of a Person.

“Tax” or “Taxes” shall mean any tax, charge, fee, levy, deficiency or other assessment of whatever kind or nature, including but not limited to, any net income, gross income, profits, gross receipts, excise, or withholding tax imposed by or on behalf of any government authority, together with any interest, penalties or additions to tax.

“Tax Distribution” shall mean for any Fiscal Year, the excess, if any, of (a) the Cumulative Assumed Tax Liability of the Class A Member as of such Fiscal Year, over (b) the amount of distributions made to the Class A Member pursuant to Section 4.1 during such Fiscal Year and all prior Fiscal Years plus the amount of distributions made to the Class A Member pursuant to Section 4.2 with respect to all prior Fiscal Years.

“Tax Distribution Date” shall mean, with respect to each Fiscal Year, March 15 of the first Fiscal Year following the end of such Fiscal Year.

“Tax Return” shall mean any return, election, declaration, report, schedule, return, document, opinion or statement, including any amendments or attachments thereof, which are required to be submitted to any governmental agency having authority to assess taxes.

“Transfer” (and related words) shall mean any sale, assignment, gift (outright or in trust), hypothecation, pledge, encumbrance, mortgage, exchange or other disposition, whether voluntary or involuntary, by operation of law or otherwise, of any Units.

“Transferee” shall mean a Person who receives Units by means of a Transfer.

“Treasury Regulations” shall mean the federal income tax regulations as promulgated by the U.S. Treasury Department, as such regulations may be in effect from time to time. All references in this Agreement to provisions of the Treasury Regulations shall be deemed to refer, if applicable, to their successor regulatory provisions to the extent appropriate in light of the context herein in which such references are used.

“Unit” shall mean a Class A Unit.

Section 1.2 Rules of Construction. The following provisions shall be applied wherever appropriate herein:

(a)       terms defined in Section 1.1 have the meanings assigned to them in that Section for purposes of this Agreement;

(b)       “herein,” “hereby,” “hereunder,” “hereof,” “hereto” and other equivalent words shall refer to this Agreement as an entirety and not solely to the particular portion of this Agreement in which any such word is used;

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(c)       “including” means “including without limitation” and is a term of illustration and not of limitation;

(d)       all definitions set forth herein shall be deemed applicable whether the words defined are used herein in the singular or the plural;

(e)       unless otherwise expressly provided, any term defined herein by reference to any other document shall be deemed to be amended herein to the extent that such term is subsequently amended in such document;

(f)       references herein to other documents and agreements shall mean such documents and agreements as amended and restated from time to time;

(g)       wherever used herein, any pronoun or pronouns shall be deemed to include both the singular and plural and to cover all genders;

(h)       neither this Agreement nor any other agreement, document or instrument referred to herein or executed and delivered in connection herewith shall be construed against any Person as the principal draftsperson hereof or thereof;

(i)       the section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such Section, or in any way affect this Agreement; and

(j)       any references herein to a particular Section, Article, Exhibit or Schedule (other than in connection with the Code, the Regulations or the Act) means a Section or Article of, or an Exhibit or Schedule to, this Agreement unless another agreement is specified.

Article II
ORGANIZATION

Section 2.1 Formation of the Company. Pursuant to and under the Act, the Company was formed as a Delaware limited liability company under the laws of the State of Delaware by the filing of the Certificate of Formation with the Office of the Secretary of State of Delaware. The rights and liabilities of the Class A Member and the Special Member shall be determined pursuant to the Act and this Agreement. To the extent that the rights or obligations of the Class A Member and the Special Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

Section 2.2 Company Name. The name of the Company is “StoneMor GP LLC.” The business of the Company shall be conducted under such name or under such other name or names as the Board may determine from time to time.

Section 2.3 Term. The term of the Company commenced on April 2, 2004, which was the date of filing of the Certificate of Formation and, unless and until the Company is dissolved or merged out of existence, shall continue indefinitely.

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Section 2.4 Purposes and Powers. The purposes of the Company are to act as the general partner of the Partnership as described in the Partnership Agreement and to engage in any lawful business or activity related to the foregoing as the Board shall determine. The Company shall possess and may exercise all the powers and privileges granted by the Act, by any other law or by this Agreement, together with any powers incidental thereto, including such powers and privileges as are necessary or appropriate to the conduct, promotion or attainment of the business, purposes or activities of the Company.

Section 2.5 Place of Business, Agent and Office of the Company. The principal business office of the Company shall be at 311 Veterans Highway, Suite B, Levittown, Pennsylvania, 19056. The Board may at any time and from time to time (i) establish a different principal business office for the Company within or outside of the Commonwealth of Pennsylvania and (ii) establish such additional offices of the Company within or outside the Commonwealth of Pennsylvania as it may from time to time determine to be necessary or appropriate for the conduct of the Company’s or the Partnership’s business and affairs. The Company shall establish a registered office in the State of Delaware, and shall register as a foreign limited liability company and take such other actions as the Board determines to be necessary or appropriate to allow the Company to conduct business in such jurisdictions as the Board determines to be necessary or appropriate. The Company shall designate initial agents for the service of process in the State of Delaware and such other jurisdictions as the Board determines to be necessary or appropriate, and shall maintain the names and business addresses of such agents in the books and records of the Company. The Company may from time to time change the designation of any such party who is to serve as such agent and may provide for additional agents for service in such other jurisdictions as the Board determines to be necessary or appropriate.

Section 2.6 Title to Company Assets. Title to the Company’s assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and the Class A Member shall not have any ownership interest in such Company assets or any portion thereof. Title to any or all of the Company’s assets may be held in the name of the Company or one or more of its Affiliates or one or more nominees, as the Board may determine. All Company assets shall be recorded as the property of the Company in its books and records, regardless of the name in which record title to such Company assets is held.

Article III
CAPITAL AND CAPITAL CONTRIBUTIONS

Section 3.1 Membership Interests and Units. The Membership Interests in the Company shall be represented by one class of units (“Units”) referred to herein as “Class A Units” with such Units having the rights, powers and privileges as set forth in this Agreement. Ownership of Units shall be evidenced by one or more Unit certificates in the form of Exhibit A attached hereto, but the status of a holder of Units as the Class A Member of the Company shall be exclusively evidenced and determined by entry in the books and records of the Company. The Special Member, shall not, by virtue of being the Special Member, have any economic interest in the Company or right to distributions from the Company.

Section 3.2 Capital Contribution. Prior to the Effective Date, the Class A Member made an initial Capital Contribution to the Company.

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Section 3.3 Class A Member. As of the Effective Date, the Class A Member owns the number of Class A Units set forth in Schedule A. All such Units and all other Membership Interests issued pursuant to, and in accordance with, the requirements of this Article III shall be fully paid and non-assessable Membership Interests, except as such non-assessability may be affected by Section 18-607 of the Act.

Section 3.4 Pledge of Membership Interests. Any provision to the contrary contained in the Agreement notwithstanding, the Membership Interests may be pledged to any lender or lenders as collateral for the indebtedness, liabilities or obligations of the Company to such lender or lenders, and any such pledged Membership Interests shall be subject to such lender’s or lenders’ rights under any collateral documentation governing or pertaining to such pledge. The pledge of such Membership Interests shall not cause the Class A Member to cease to be the Class A Member or to cease to have the power to exercise any rights or powers of the Class A Member.

Section 3.5 Issuance of Additional Units.

(a)       Subject to the approval of the Class A Member, the Company may issue an unlimited number of additional Class A Units to any Person at any time for such consideration as the Board deems appropriate.

(b)       If any additional Units are issued hereunder to any Person who is not the Class A Member, any such Person (and such Person’s Spouse, as applicable) shall, as a condition to admission as an additional member (an “Additional Member”), execute and acknowledge such instruments as the Board determines to be necessary or appropriate to effect the admission of such Person as an Additional Member, including, without limitation, the written agreement by such Person (and such Person’s Spouse, as applicable) to become a party to, and be bound by, the provisions of this Agreement. Upon the admission of any Additional Member, the Schedule of the Class A Member attached hereto as Schedule A shall be amended to reflect the admission of such Additional Member.

Section 3.6 Subsequent Capital Contributions. Except as may be required under applicable law, the Class A Member shall not be required to make any subsequent Capital Contribution to the Company.

Section 3.7 Loans to the Company. The Class A Member, directly or through an Affiliate, may at any time or from time to time lend funds to the Company with the consent of the Board. Any such loan shall be repayable by the Company to the Class A Member (or its Affiliate, if applicable) at such date or dates as they may agree, and shall bear interest and carry such other terms as they may agree at a fair market interest rate and terms for similar loans between unaffiliated parties. The Class A Member expressly agrees and acknowledges that nothing in this Section 3.7 shall be deemed to require or otherwise obligate the Class A Member to make any such loan to the Company. A loan by the Class A Member to the Company shall not increase the interest of the Class A Member in the capital of the Company and shall not entitle the Class A Member to any increased share in the Company’s capital, profits or losses.

Section 3.8 General Provisions regarding Capital Contributions. Except as otherwise expressly provided  in this Agreement (a)  the Class A  Member shall  have no  right  to demand or  receive a return of its

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Capital Contribution, (b) under circumstances requiring hereunder a return of any Capital Contribution, the Class A Member shall have no right to demand or receive property other than cash, and (c) the Class A Member shall not receive any interest, salary or draw with respect to its Capital Contribution or its capital account. An unrepaid Capital Contribution is not a liability of the Company or of the Class A Member.

Section 3.9 Limitation on Liability. Except as otherwise required under the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Class A Member, the Special Member nor any Assignee shall be personally liable for or otherwise obligated with respect to any such debt, obligation or liability of the Company by reason of being the Class A Member, Special Member or Assignee. The Class A Member, Special Member and any Assignees agree that the rights, duties and obligations of the Class A Member, Special Member and Assignees in their capacities as such are only as set forth in this Agreement and as otherwise arise under the Act. Furthermore, the Class A Member, Special Member and any Assignees agree that the existence of any rights of the Class A Member, Special Member or Assignee, or the exercise or forbearance from exercise of any such rights shall not create any duties or obligations of the Class A Member, Special Member or Assignees in their capacities as such, nor shall such rights be construed to enlarge or otherwise alter in any manner the duties and obligations of the Class A Member, Special Member or Assignees.

Article IV
DISTRIBUTIONS

Section 4.1 Distributions Generally. Within 10 days after the Company’s receipt from the Partnership of any distribution with respect to the General Partner Interest or the Incentive Distribution Rights, the Company shall distribute all Available Cash to the Class A Member. The Company may, with Board approval, make such other distributions to the Class A Member at such times as determined by the Board. The Company may distribute securities or other Company property in kind. The fair market value of securities or other Company property distributed in kind shall be determined by the Board as of the date any such distribution is elected.

Section 4.2 Tax Liability Distributions. Notwithstanding anything to the contrary in this Article IV, the Company shall, to the extent of Available Cash, make cash distributions to the Class A Member on the Tax Distribution Date with respect to each Fiscal Year to the extent of the required Tax Distribution, if any, of the Class A Member for such Fiscal Year. In addition, the Company may make advance distributions to the Class A Member on a quarterly basis based upon estimates of the required Tax Distribution in a manner sufficient to permit the Class A Member to satisfy its quarterly estimated tax payment obligations and if the sum of the amount of quarterly tax distributions exceeds the amount of the Tax Distribution the Class A Member shall promptly refund such excess to the Company upon such notice. If on a Tax Distribution Date (or date of a quarterly estimated distribution) there is not sufficient Available Cash to distribute to the Class A Member the full amount of the Class A Member’s Tax Distribution (or quarterly estimate thereof), distributions shall be made to the Class A Member to the extent of the Available Cash, and the Company shall make future distributions as soon as Available Cash becomes available to pay the remaining portion of the Class A Member’s required Tax Distribution (or quarterly estimate thereof).

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Section 4.3 Distributions on Dissolution and Winding Up. Upon the dissolution and winding up of the Company, the proceeds of liquidation after the payment of creditors as specified in Section 13.2 shall be distributed to the Class A Member.

Section 4.4 Limitation on Distributions and Redemptions. Notwithstanding any other provision to the contrary in this Agreement, the Company shall not make a distribution to the Class A Member if such distribution would violate the Act or other applicable law, and the Company shall not be obligated to make any dividend or distribution (other than actual or necessary Tax distributions) in respect of, and shall not make any dividend or distribution (other than actual or necessary Tax distributions) in respect of, any Units to the extent (i) such dividend or distribution is prohibited by any agreements, documents or instruments relating to or otherwise evidencing any outstanding indebtedness for borrowed money of the Company or (ii) the Company is prohibited from receiving or obtaining any dividends or distributions from any of its subsidiaries for such purposes under any such agreements, documents or instruments.

Section 4.5 Withholding of Taxes. The Company will withhold Taxes from distributions to the extent required to do so by applicable law. Any amounts so withheld and paid or required to be paid to a Taxing authority will be treated as if they had been distributed to the Class A Member.

Article V
[RESERVED]

Article VI
COMPENSATION OF THE CLASS A MEMBER

Section 6.1 Compensation of the Class A Member. Except as expressly provided in any written agreement between the Company and the Class A Member or the Special Member, as applicable, neither the Class A Member nor the Special Member shall receive any compensation from the Company for services provided to the Company in its capacity as the Class A Member or Special Member, as applicable.

Article VII
MANAGEMENT

Section 7.1 Management of the Company’s Affairs.

(a)       Except as otherwise specifically provided in this Agreement, all management powers over the business and affairs of the Company shall be vested exclusively in a board of directors (the “Board”) and, subject to the direction of the Board, the Officers. The Officers and Directors shall constitute “managers” of the Company within the meaning of the Act.

(b)       Except as otherwise specifically provided in this Agreement, none of the Class A Member, the Special Member nor any Assignee, in its capacity as such, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company.

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 (c)       Except as otherwise specifically provided in this Agreement, the authority and functions of the Board on the one hand and of the Officers on the other shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporation Law of the State of Delaware; provided that any authority or function of the Board may be delegated by the Board to the Officers. Thus, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board, and the day-to-day activities of the Company shall be conducted on the Company’s behalf by the Officers, who shall be agents of the Company. In addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of this Agreement, the Board of Directors (subject to Section 7.13 and Article XIV) and the Officers (subject to Section 7.14, Article VIII and the direction of the Board) shall have full power and authority to do all things on such terms as they may determine to conduct, or cause to be conducted, the business and affairs of the Company.

Section 7.2 Number; Qualification; Election; Tenure.

(a)       The number of directors constituting the Board shall be seven (7) (each a “Director” and collectively, the “Directors”). Each Director shall serve as a member of the Board until the earlier of his resignation, death or removal from office or until his or her successor is duly elected and qualified. The Directors as of the Effective Date shall be the following individuals:

Andrew Axelrod
Spencer Goldenberg
David Miller
Robert B. Hellman, Jr.

Stephen Negrotti
Patricia D. Wallenbach
Joseph Redling

(b)       The Special Member shall have the right to designate three (3) Directors (each, a “Special Member Director”) which Special Member Directors shall initially be Andrew Axelrod, Spencer Goldenberg and David Miller.

(c)       The Class A Member shall have the right to designate one (1) Director (the “Class A Director”), which Class A Director shall initially be Robert B. Hellman, Jr.

(d)       The Chief Executive Officer of the Partnership and the General Partner shall be designated as one (1) Director, which Director shall initially be Joseph Redling.

(e)       A majority of the Directors then in office (“Majority Directors”) shall have the right to designate two (2) Directors (the “Board Designated Directors”), both of whom shall be Independent Directors. The Board Designated Directors shall initially be Patricia D. Wallenbach and Stephen Negrotti.

(f)       After the Effective Date, if the Special Member, Class A Member or the Majority Directors elect to designate a replacement Special Member Director, Class A Director or Board Designated Director, as applicable, then such replacement must be made in writing, in proper form and delivered to the Secretary of  the Company  not less  than  ten days  prior to such  designation.  To be in proper

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form, the Special Member, Class A Member or Majority Director designation, as applicable, must set forth in writing as to each person whom the Special Member, Class A Member or Majority Directors propose to designate as a Director all information relating to such person as is required to be disclosed in solicitations for proxies for elections of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and Rule 14a-11 thereunder (or any successor rule promulgated thereunder).

Section 7.3 Notice. Written notice of all regular meetings of the Board must be given to all Directors at least five calendar days prior to the regular meeting of the Board and two Business Days prior to any special meeting of the Board. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting. A meeting may be held at any time without notice if all the Directors are present or if those not present waive notice of the meeting either before or after such meeting.

Section 7.4 Regular Meetings. The board shall meet at least quarterly, and a regular meeting of the Board shall be held without notice other than this Section 7.4 annually. The Board may, by resolution, provide the time and place for the holding of additional regular meetings without other notice than such resolution.

Section 7.5 Special Meetings. Special Meetings of the Board may be called at any time at a request of the Chairman or of any three Directors.

Section 7.6 Action by Consent of the Board. Any action required or permitted to be taken at a meeting of the Board, including at the annual meeting, may be taken without a meeting if a written consent setting forth the action so taken is signed by the number of Directors as is required by this Agreement for approval of the action in question. Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of the Directors at a meeting duly called and held.

Section 7.7 Telephonic Meetings. Directors may participate in any meeting of the Board through the use of any means of conference telephones or similar communications equipment as long as all persons participating can hear one another. A Director so participating shall be deemed to be present in person at the meeting.

Section 7.8 Quorum; Voting Requirement. A majority of the Directors, including at least one (1) Special Member Director, present in person or participating in accordance with Section 7.7 shall constitute a quorum for the transaction of business, but if at any meeting of the Board there shall be less than a quorum present, a majority of the Directors present may adjourn the meeting from time to time without further notice. Except as otherwise provided in this Agreement, an act by the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board. The Directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum.

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Section 7.9 Committees.

(a)       The Board may establish committees of the Board. Any such committee, to the extent provided in the resolution of the Board or in this Agreement, shall have and may exercise all powers and authority of the Board in the management of the business and affairs of the Company; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the Class A Member or Special Member, any action or matter expressly required by this Agreement or the Act to be submitted to the Special Member or Class A Member for approval or (ii) adopting, amending or repealing any provision of this Agreement.

(b)       The Board shall have an audit committee comprised of three (3) Directors (the “Audit Committee”), all of whom shall be Independent Directors. The Audit Committee shall establish a written audit committee charter in accordance with the rules and regulations of the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, and the Securities and Exchange Commission, as amended from time to time. The Audit Committee shall review the financial statements of the Company and the Partnership, review the external financial reporting of the Partnership, recommend engagement of the Partnership’s independent auditors, review procedures for internal auditing and the adequacy of the Partnership’s internal accounting controls and perform such other related functions as may be directed by the Board from time to time. Each member of the Audit Committee shall satisfy the rules and regulations of the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time and the Securities and Exchange Commission, as amended from time to time, pertaining to qualification for service on an audit committee.

(c)       The Board shall have a compensation committee comprised of three (3) Directors (the “Compensation Committee”). The Compensation Committee shall be charged with such matters pertaining to the compensation of Directors, Officers and other personnel of the Company, the review, approval and administration of any Incentive Plans put in place by the Company or the Partnership and such other related matters as may be directed by the Board from time to time.

(d)       The Board may appoint a Conflicts Committee comprised of no fewer than two (2) Directors (the "Conflicts Committee"), all of whom shall be Independent Directors. The Conflicts Committee may review, and approve or disapprove, transactions in which a potential conflict of interest exists or arises between the Company, or any of its Affiliates (other than a Group Member), on the one hand, and any Group Member, any Partner (as defined in the Partnership Agreement) or any Assignee (as defined in the Partnership Agreement), all in accordance with the applicable provisions of the Partnership Agreement. Any matter approved by the Conflicts Committee in accordance with the provisions, and subject to the limitations, of the Partnership Agreement, shall not be deemed to be a breach of any fiduciary or other duties owed by the Board or any Director to the Company, the Class A Member or the Special Member. The Conflicts Committee is an ad hoc committee of the Board and may be appointed in the event the Board chooses to seek Special Approval (as defined in the Partnership Agreement) of its resolution of a potential conflict of interest in accordance with Section 7.9(a) of the Partnership Agreement, or when the Conflicts Committee is otherwise called upon to act.

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(e)       The Board shall have a nominating and governance committee comprised of three (3) Directors (the “Nominating and Governance Committee”). The Nominating and Governance Committee shall be charged with such matters pertaining to recommending Director nominees for election to the Board, advising the Board with respect to appropriate governance practices and such other related matters as may be directed by the Board from time to time, provided, that the advice of the Nominating and Governance Committee shall be subject to the Director designation rights of the Class A Member and the Special Member set forth in Section 7.2. At the direction of the Board, the Nominating and Governance Committee may be combined with the Compensation Committee and the membership of both such committees may comprise the same Directors.

(f)       At every meeting of a committee, the presence of a majority of all the members thereof, including one (1) Special Member Director (if a Special Member sits on such committee) shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the adoption by the committee of any resolution. Any committee may fix the time and place of its meetings unless the Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee at least two calendar days prior to any meeting. The Board shall have power at any time to fill vacancies in, or to change the membership of, any committee. Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of persons who are not Directors; provided, however, that no such committee shall have or may exercise any authority of the Board.

Section 7.10 Vacancies. Unless otherwise provided by this Agreement, the Special Member shall have the right fill a Director seat vacated by a Special Member Director, the Class A Member shall have the right to fill a Director seat vacated by a Class A Director and the Majority Directors shall have the right to fill a Director seat vacated by a Board Designated Director. Any other Director seat shall be filled by a majority of the Directors then in office. Any Director so chosen shall hold office until their successor shall be duly elected and qualified or until their earlier death, resignation or removal.

Section 7.11 Removal. The Special Member Directors may be removed, with or without cause, only by the Special Member. The Class A Director may be removed, with or without cause, only by the Class A Member. The Board Designated Directors may be removed, with or without cause, only by the Majority Directors.

Section 7.12 Compensation of Directors. Except as expressly provided in any written agreement between the Company and a Director or by resolution of the Board, no Director shall receive any compensation from the Company for services provided to the Company in its capacity as a Director, except that each Director shall be compensated for attendance at Board meetings at rates of compensation as from time to time established by the Board; provided, however, that the Directors who are also employees of the Company or any Affiliate thereof shall receive no compensation for their services as Directors or committee members. In addition to the foregoing, the members of the Conflicts Committee shall receive such additional compensation as from time to time established by the Board. All the Directors shall be entitled to be reimbursed for out-of-pocket costs and expenses incurred in the course of their service as Directors.

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Section 7.13 Restrictions on the Board of Directors’ Authority. Except as otherwise specifically provided in this Agreement or by resolution of the Board, (i) no Director or group of Directors shall have any actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company, nor to take any action in the name of or on behalf of the Company or conduct any business of the Company other than by action of the Board taken in accordance with the provisions of this Agreement, and (ii) no Director shall have the power or authority to delegate to any Person such Director’s rights and powers as a Director to manage the business and affairs of the Company.

Section 7.14 Certain Matters Requiring Board Approval. Except for transactions between or among the Company and one or more Group Members, or between or among two or more Group Members, and except as otherwise directed by the Board, the Company shall neither take nor cause or permit any Group Member to take any of the following actions without the approval of the Board:

(a)       any Transfer of any interest in any Group Member;

(b)       any consolidation or merger of the Company with or into any other Person, or any liquidation, dissolution or winding-up of the Company;

(c) (i) any consolidation or merger of any Group Member with or into any other Person, (ii) any sale by any Group Member of all or substantially all of its assets or (iii) any liquidation, dissolution or winding-up of any Group Member;

(c)       any issuance of any equity securities of any Group Member, or any securities convertible into equity securities of any Group Member, other than in connection with any Incentive Plan;

(d)       any acquisition by the Company or any Group Member of any stock or assets of another entity or of capital assets, in a single transaction or a series of related transactions in any 12-month period, for an aggregate purchase price in excess of $2,500,000;

(e)       any incurrence by the Company or any Group Member of funded debt in a principal amount in excess of $2,500,000;

(f)       any capital expenditure or commitment therefor by the Company or any Group Member in excess of $1,000,000;

(g)       any approval of the annual budget for the Company or any Group Member; and

(h)       any selection of the firm of independent public accountants that will audit the financial statements of the Company or any Group Member.

Section 7.15 C-Corporation Conversion. The Class A Member, Special Member and the Board shall consider in good faith alternative structures as permitted under the New Indenture to the currently contemplated C-Corporation Conversion (pursuant to which  the Company shall convert  into  StoneMor,  Inc.

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(the “Corporation”) and issue shares of common stock in consideration for Common Units and Series A Preferred Units of the Partnership).

Section 7.16 Governance Matters. From and after the consummation of the C-Corporation Conversion, the Class A Member, the Company, the Partnership and the entities into which the General Partner and the Partnership convert in connection with the C-Corporation Conversion, as applicable, shall take all necessary action to nominate and cause:

(a)       the number of directors of the Corporation that will constitute the full board of directors of the Corporation to be seven (7);

(b)       until the later of (i) the refinancing or repayment of the Notes under the New Indenture and (ii) such time as the Special Member and its Affiliates cease to hold at least 15.00% of the issued and outstanding common stock of the Corporation in the aggregate, three (3) individuals designated in writing by the Special Member to be elected to the Corporation’s board of directors, at least two of whom of whom shall be “independent” under the standards set forth in Section 303A.02(b) of the New York Stock Exchange Listed Company Manual for so long as the Corporation is not a “controlled company” for purposes of the New York Stock Exchange, provided, however, that if, prior to the refinancing or repayment of the Notes under the New Indenture, the number of directors on the Corporation’s board of directors is increased, the number of directors which shall be designated by the Special Member shall be increased to be at least three-sevenths (3/7) of the total number of directors on the Corporation’s board of directors;

(c)       solely after the refinancing or repayment of the Notes under the New Indenture, until such time as the Special Member and its Affiliates cease to hold at least 10.00% of the issued and outstanding common stock of the Corporation in the aggregate, two (2) individual designated in writing by the Special Member to be elected to the Corporation’s board of directors; and

(d)       solely after the refinancing or repayment of the Notes under the New Indenture, until such time as the Special Member and its Affiliates cease to hold at least 5.00% of the issued and outstanding common stock of the Corporation in the aggregate, one (1) individual designated in writing by the Special Member to be elected to the Corporation’s board of directors.

Article VIII
OFFICERS

Section 8.1 Elected Officers. The officers of the Company (the “Officers”) shall be selected by, and serve at the pleasure of, the Board. The Officers shall carry on the day to day activities of the Company and shall have such other authority and duties delegated to each of them, respectively, by the Board from time to time. The Officers shall be a Chairman of the Board, a President and Chief Executive Officer, a Chief Financial Officer, a Chief Operating Officer, a Secretary and such other officers (including Executive Vice Presidents, Senior Vice Presidents and Vice Presidents) as the Board from time to time may elect in accordance with this Article VIII. The Chairman of the Board shall be Andrew Axelrod. All Officers shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article VIII. Any Person may be selected by the Board to hold multiple offices. The Board may from time to time elect such

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other officers (including one or more Vice Presidents, Controllers, Assistant Secretaries and Assistant Treasurers) as it determines to be necessary or appropriate for the conduct of the business of the Company. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in this Agreement or as may be prescribed by the Board.

Section 8.2 Election and Term of Office. The Officers of the Company shall be elected annually by the Board at the regular meeting of the Board held after the annual election of Directors. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Each Officer shall hold office until such person’s successor shall have been duly elected and shall have qualified or until such person’s death or until he shall resign or be removed pursuant to Section 8.8.

Section 8.3 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board. The Board may also elect a Vice Chairman to act in the place of the Chairman upon his absence or inability to act. The Chairman of the Board shall have the power to enter into binding contracts on behalf of the Company.

Section 8.4 President and Chief Executive Officer. The President and Chief Executive Officer shall be responsible for the general management of the affairs of the Company and shall perform all duties incidental to such person’s office that may be required by law and all such other duties as are properly required of him by the Board. He shall make reports to the Board, the Special Member and the Class A Member and shall see that all orders and resolutions of the Board and of any committee thereof are carried into effect. The President and Chief Executive Officer, if he is also a Director, shall, in the absence of or because of the inability to act of the Chairman of the Board or any Vice Chairman elected by the Board, perform all duties of the Chairman of the Board and preside at all meetings of the Board.

Section 8.5 Chief Operating Officer and Vice Presidents. The Chief Operating Officer and each Executive Vice President and Senior Vice President and any other Vice President shall have such powers and shall perform such duties as shall be assigned to him by the Board.

Section 8.6 Chief Financial Officer and Assistant Treasurers. The Chief Financial Officer shall act as the Chief Financial Officer of the Company and shall exercise general supervision over the receipt, custody and disbursement of corporate funds. The Chief Financial Officer shall cause the funds of the Company to be deposited in such banks as may be authorized by the Board, or in such banks as may be designated as depositories in the manner provided by resolution of the Board. The Chief Financial Officer shall, in general, perform all duties incident to the office of the Chief Financial Officer and shall have such further powers and duties and shall be subject to such directions as may be granted or imposed from time to time by the Board. Assistant Treasurers shall have such of the authority and perform such of the duties of the Chief Financial Officer as may be provided in this Agreement or assigned to them by the Board or the Chief Financial Officer. Assistant Treasurers shall assist the Chief Financial Officer in the performance of the duties assigned to the Chief Financial Officer, and in assisting the Chief Financial Officer, each Assistant Treasurer shall for such purpose have the powers of the Chief Financial Officer. During the Chief Financial Officer’s absence or inability

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to act, the Chief  Financial Officer’s authority and duties shall be possessed by such Assistant Treasurer or Assistant Treasurers as the Board may designate.

Section 8.7 Secretary and Assistant Secretaries. The Secretary shall keep or cause to be kept, in one or more books provided for that purpose, the minutes of all meetings of the Board and the committees of the Board. The Secretary shall see that all notices are duly given in accordance with the provisions of this Agreement and as required by law; shall be custodian of the records and the seal of the Company and affix and attest the seal to all documents to be executed on behalf of the Company under its seal; and shall see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and in general, shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Board. Assistant Secretaries shall have such of the authority and perform such of the duties of the Secretary as may be provided in this Agreement or assigned to them by the Board or the Secretary. Assistant Secretaries shall assist the Secretary in the performance of the duties assigned to the Secretary, and in assisting the Secretary, each Assistant Secretary shall for such purpose have the powers of the Secretary. During the Secretary’s absence or inability to act, the Secretary’s authority and duties shall be possessed by such Assistant Secretary or Assistant Secretaries as the Board may designate.

Section 8.8 Removal. Any Officer elected by the Board may be removed by the affirmative vote of a majority of the Board. No elected Officer shall have any contractual rights against the Company for compensation by virtue of such election beyond the date of the election of such person’s successor, such person’s death, such person’s resignation or such person’s removal, whichever event shall first occur, except as otherwise provided in an employment contract or under an employee deferred compensation plan.

Section 8.9 Vacancies. A newly created elected office and a vacancy in any elected office because of death, resignation or removal may be filled by the Board for the unexpired portion of the term at any meeting of the Board.

Section 8.10 Compensation. The Officers shall receive such compensation for their services as may be designated by the Compensation Committee. In addition, the Officers shall be entitled to be reimbursed for out-of-pocket costs and expenses incurred in the course of their service hereunder.

Section 8.11 Powers of Attorney. The Company may grant powers of attorney or other authority as appropriate to establish and evidence the authority of the Officers and other Persons.

Section 8.12 Delegation of Authority. Unless otherwise provided by this Agreement or by resolution of the Board, no Officer shall have the power or authority to delegate to any Person such Officer’s rights and powers as an Officer to manage the business and affairs of the Company.

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Article IX
STANDARDS OF CONDUCT, LIABILITY AND INDEMNIFICATION

Section 9.1 Standards of Conduct and Fiduciary Duties.

(a)       In causing the Company to make a determination or take or decline to take any action in its capacity as the general partner of the Partnership as opposed to in its individual capacity, an Indemnitee shall act in accordance with Article VII of the Partnership Agreement and shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated hereby or under the Act or any other law, rule or regulation.

(b)       In causing the Company to make a determination or take or decline to take any action in its individual capacity as opposed to in its capacity as the general partner of the Partnership, then, unless another express standard is provided for in this Agreement, an Indemnitee shall act in good faith and shall not be subject to any other or different standards imposed by this Agreement, any other agreement contemplated hereby or under the Act or any other law, rule or regulation. In order for a determination or other action affecting the Company to be in “good faith” for purposes of this Agreement, an Indemnitee must reasonably believe that the determination or other action is in the best interests of the Company.

(c)       To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company, to the Partnership, or to the Class A Member or the Special Member, an Indemnitee acting under this Agreement shall not be liable to the Company, the Partnership or to the Class A Member or Special Member for its good faith reliance on the provisions this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of an Indemnitee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnitee.

Section 9.2 Liability and Exculpation.

(a)       Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Partnership, the Class A Member, the Special Member or any Assignee, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or gross negligence or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)       An Indemnitee shall be fully protected in relying in good faith upon the books and records of the Company, the books and records of the Partnership, and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Indemnitee believes are within such other Person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or any other facts pertinent to the existence and amount of assets from which distributions to the Class A Member might properly be paid.

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Section 9.3 Indemnification.

(a)       To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee; provided, that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 9.3, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or gross negligence or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.

(b)       To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to this Section 9.3 in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a determination that the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 9.3.

(c)       The Company may purchase and maintain insurance, to the extent and in such amounts as the Company determines to be reasonable, on behalf of Indemnitees and such other Persons as the Company shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Indemnitees or other Persons in connection with the activities of the Company or such Indemnitees. The Company may enter into indemnity contracts with Indemnitees or other Persons and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations and containing such other procedures regarding indemnification as the Board determines are necessary or appropriate.

(d)       The indemnification provided by this Section 9.3 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

Article X
TAXES

Section 10.1 Tax Returns. The Class A Member shall prepare and timely file (on behalf of the Company) all federal, state and local Tax Returns required to be filed by the Company. The Class A Member shall furnish to the Company all pertinent information in its possession relating to the Company’s operations that is necessary to enable the Company’s Tax Returns to be timely prepared and filed. The Company shall bear the

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costs of the preparation and filing of its Tax Returns. The Class A Member shall take no other action with respect to the Company’s Taxes without the authorization of the Board, other than such action as may be required by applicable law or permitted by this Agreement. Any cost or expense incurred by the Class A Member in connection with duties with respect to Company’s Taxes, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company.

Section 10.2 Tax Elections.

(a)       The Company shall make the following elections on the appropriate tax returns:

(i)       to adopt the calendar year as the Company’s fiscal year;

(ii)       to adopt the accrual method of accounting; and

(iii)       any other election the Board determines to be necessary or appropriate.

(b)       The Company shall be treated as an entity disregarded as separate from the Class A Member pursuant to Treasury Regulation § 301.7701-3. Neither the Company nor the Class A Member shall make an election for the Company to be regarded as an association or corporation for federal income tax purposes and no provision of this Agreement shall be construed to sanction or approve such an election.

Article XI
[RESERVED]

Article XII
BOOKS OF ACCOUNT, RECORDS AND REPORTS

Section 12.1 Preparation and Maintenance of Books and Records. The Company shall prepare and maintain records and books of account covering such matters relative to the Company’s business as are usually entered into records and books of account maintained by limited liability companies engaged in businesses of like character. The Company’s books and records shall be maintained in accordance with partnership accounting practices and procedures and shall incorporate such method of tax accounting as the Board determines is permissible and would be in the best interests of the Company.

Section 12.2 Company Documentation Requirements. The Company shall keep at its principal office the following:

(a)       A current list of the full name and last known business or residence address of the Class A Member, the Special Member and each Assignee (if any) set forth in alphabetical order together with the capital contribution of the Class A Member and each Assignee;

(b)       Copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years;

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(c)       A copy of the Certificate of Formation and all amendments thereto;

(d)       Copies of this Agreement and all amendments thereto;

(e)       The books and records of the Company as they relate to the business affairs and operations of the Company for the current and the four most recent fiscal years; and

(f)       Any other books and records that the Company is required to maintain under the Act or other applicable law.

Section 12.3 Fiscal Year. The Fiscal Year of the Company shall be the calendar year unless, for U.S. federal income tax purposes, another fiscal year is required. The Company shall have the same fiscal year for U.S. federal income tax purposes and for accounting purposes.

Section 12.4 Company Funds. The funds of the Company shall be deposited in such bank account or accounts, or invested in such interest-bearing or non-interest-bearing investments, as shall be designated by the Board. All withdrawals from any such bank accounts shall be made by the duly authorized agent or agents of the Company.

Section 12.5 Statements.

(a)       The Company shall cause to be prepared at least annually, at Company expense, the information related to the Company’s business activities necessary for the preparation of the Class A Member’s federal and state income tax returns, and upon the written request of the Class A Member, the Company shall send or cause to be sent such information relevant for the Class A Member to the Class A Member within 90 days after the end of each taxable year, unless the Company reasonably determines there is good reason to defer the sending of such information, but in no event shall such information be sent to the Class A Member later than 180 days after the end of the taxable year. If the Company deems it required or desirable, a copy of the Company’s federal, state and/or local income tax or information returns for that year shall also be sent to the Class A Member along with such information.

(b)       The Company shall provide to the Class A Member such annual or other periodic reports on its business and financial affairs as may be required under the Act, other applicable law, or as otherwise deemed appropriate by the Board.

(c)       In addition to the information, reports and statements furnished to the Class A Member pursuant to Sections 12.5(a) and 12.5(b), the Company shall obtain an annual audit of the Company certified to by an independent certified public accountant, which shall be transmitted by the Company to the Class A Member within three months after the close of each Fiscal Year, containing, at a minimum:

(i)       a balance sheet of the Company as of the beginning and close of such Fiscal Year;

(ii)       a statement of Company profits and losses for such Fiscal Year; and

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(iii)       a statement of the Class A Member’s capital account as of the close of such Fiscal Year, and changes therein during such Fiscal Year.

Article XIII
DISSOLUTION AND TERMINATION OF THE COMPANY

Section 13.1 Dissolution. The death, dissolution, bankruptcy, expulsion or removal of the Class A Member shall not cause the dissolution of the Company, and upon any such event the business of the Company shall continue to be conducted pursuant to the terms of this Agreement. The Company shall be dissolved and its affairs wound up on the happening of any of the following events (herein each a “Dissolution Event”):

(a)       By an election by the Class A Member to dissolve the Company, with the consent of the Special Member;

(b)       The entry of a decree of judicial dissolution of the Company pursuant to Section 18-802 of the Act; or

(c)       The occurrence of any event that makes it unlawful for the business of the Company to be carried on or for the Class A Member to carry on such business in a limited liability company form.

Section 13.2 Winding Up and Liquidation. Upon the occurrence of a Dissolution Event, the Class A Member (the “Liquidator”) shall cause a full accounting of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business of the Company to be wound up as promptly as possible. To the extent permitted by the Act, the proceeds of such liquidation shall be applied, first, to creditors in satisfaction of liabilities of the Company (whether by payment or by making of reasonable provision for payment), including any loans to the Company by the Class A Member, and any remaining assets of the Company shall be distributed in accordance with Section 4.3. The Class A Member shall continue to share distributions, profits, losses and allocations during the period of liquidation in accordance with Articles III and IV. Except as otherwise authorized by the Board, the Liquidator shall not be entitled to any special compensation for serving as the liquidator of the Company.

Section 13.3 No Recourse. The Class A Member shall look solely to the assets of the Company for the return of its Capital Contributions. No holder of an interest in the Company shall have any right to demand or receive property other than cash upon dissolution, winding up and termination of the Company.

Section 13.4 No Deficit Contribution Obligation. The Class A Member shall have no any obligation, upon a liquidation, to make any Capital Contribution for purposes of eliminating or diminishing any negative balance in the Class A Member’s capital account.

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Article XIV
AMENDMENTS; POWER OF ATTORNEY

Section 14.1 Amendments Generally. Any provision of this Agreement may be amended pursuant to any amendment that is approved by the Board, subject to the consent of the Special Member and the Class A Member.

Article XV
MISCELLANEOUS

Section 15.1 No Registration of Units. The Class A Member acknowledges that the Units held by the Class A Member may be securities and that such Units have been issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), or registration or qualification under any state securities or “Blue Sky” laws, in reliance on exemptions from those registration and qualification provisions. The Class A Member also agrees that, in the absence of an applicable exemption from registration and qualification, neither the Units, nor any interest therein may be transferred without registration under the Securities Act and registration or qualification under applicable state securities or “Blue Sky” laws.

Section 15.2 Exhibits. Each of the Schedules and Exhibits attached to this Agreement are incorporated herein by reference and expressly made a part of this Agreement for all purposes. References to any Schedules and Exhibit in this Agreement shall be deemed to include this reference and incorporation.

Section 15.3 Severability. If any provision of this Agreement or portion thereof, or the application of such provision or portion thereof to any Person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision or portion thereof to Persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

Section 15.4 Successors and Assigns. Except as otherwise herein provided, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs executors, administrators and successors, and all other persons hereafter having or holding an interest in this Company, whether as Assignees, Transferees, Additional Members or otherwise.

Section 15.5 Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the internal laws, and not the laws pertaining to choice or conflict of laws, of the State of Delaware. The Class A Member and the Special Member each consents to the exclusive jurisdiction of the federal and state courts located in Wilmington, Delaware with respect to any litigation arising under or related to this Agreement. All Units and the certificates representing the same shall be deemed a “security” or “securities” governed by Article 8 of the Uniform Commercial Code, as in effect from time to time in all relevant jurisdictions.

Section 15.6 Counterparts. This Agreement may be executed by original or facsimile signature in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.

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Section 15.7 No Third Party Beneficiaries. Except for the rights of an Indemnitee, the provisions of this Agreement shall not be for the benefit of, nor shall they be enforceable by, any Person who is not an Assignee or a party to this Agreement.

Section 15.8 Notices. Except as expressly provided otherwise in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the Person, postage prepaid, and registered or certified with return receipt requested, or by delivering that writing to the Person in person, by courier, or by facsimile transmission. If mailed or delivered by courier, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, or when deposited with a reputable overnight courier, addressed to the Person at its address as it appears in the records of the Company. If given by facsimile transmission, such notice shall be deemed to be given when upon receipt of confirmation of a successful facsimile transmission to the facsimile number of the Person as it appears in the records of the Company. If given personally or otherwise than by mail, courier or facsimile transmission, such notice shall be deemed to be given when either handed to the Person or delivered to the Person’s address as it appears in the records of the Company. All notices, requests, and consents to be given to the Class A Member or the Special Member must be sent or delivered to the address given for the Class A Member or the Special Member as reflected in this Agreement or such other address as the Class A Member or the Special Member may specify by written notice to the Company. Whenever any notice is required to be given by law or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Section 15.9 Entire Agreement; Interpretation. This Agreement contains the entire understanding between the parties with respect to the subject matter hereof and supersedes any prior understandings between them with respect to said subject matter, and specifically, but without limiting the foregoing, supercedes and replaces the A&R Agreement. There are no representations, agreements, arrangements or understandings, oral or written, between and among the parties hereto relating to the subject matter of this Agreement that are not fully expressed herein. This Agreement is not to be interpreted for or against the Class A Member, the Special Member or the Company, and no Person will be deemed the draftsperson of this Agreement.

(SIGNATURE PAGES FOLLOW)

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IN WITNESS WHEREOF, the parties hereto have executed this Second Amended and Restated Limited Liability Company Agreement effective as of the Effective Date.

CLASS A MEMBER:

STONEMOR GP HOLDINGS LLC

By: /s/ Robert B. Hellman, Jr.

Name: Robert B. Hellman, Jr.

Title: Authorized Person

Signature Page to
Third Amended and Restated

Limited Liability Agreement

SPECIAL MEMBER:

AXAR SPECIAL MEMBER LLC

By: Axar Capital Management L.P., its sole member

By: Axar GP, LLC, its general partner

By: /s/ Andrew Axelrod

Name: Andrew Axelrod

Title: Sole Member

Signature Page to
Third Amended and Restated

Limited Liability Agreement

SCHEDULE A

CLASS A MEMBER

Name & Address	Number and Class of Units
StoneMor GP Holdings LLC	100 Class A Units

EXHIBIT A

NON-NEGOTIABLE UNIT CERTIFICATE FOR
UNITS IN STONEMOR GP LLC

“This Certificate and the Units represented hereby are subject to a certain Third Amended and Restated Limited Liability Company Agreement dated as of June 27, 2019, and any amendment thereto, a copy of which agreement is on file at the principal place of business of the Company, and, except as otherwise provided in said agreement, any sale, gift, pledge, assignment, bequest, transfer, transfer in trust, mortgage, alienation, hypothecation, encumbering or disposition of Units in any manner whatsoever, voluntarily or involuntarily, including, without limitation, any attachment, assignment for the benefit of creditors or transfer by operation of law or otherwise, or any transfer as a result of any voluntary or involuntary legal proceedings, execution, sale, bankruptcy, insolvency, or otherwise of this Certificate or the Units represented hereby in violation of said agreement shall be invalid.”

Certificate No. __________Class A Units

StoneMor GP LLC, a Delaware limited liability company (the “Company”), hereby certifies that             (the “Holder”) is the registered owner of the above referenced Units in the Company. This Certificate is issued pursuant to the Third Amended and Restated Limited Liability Company Agreement of the Company, dated as of June 27, 2019, as the same may be amended, modified or supplemented from time to time (the “Limited Liability Company Agreement”). The rights, powers, preferences, restrictions and limitations of the Units represented hereby are set forth in, and the Certificate and the Units represented hereby are issued and shall in all respects be subject to, the terms and provisions of, the Limited Liability Company Agreement. THE UNITS REPRESENTED BY THIS CERTIFICATE ARE NONTRANSFERABLE EXCEPT AS EXPRESSLY PROVIDED IN THE LIMITED LIABILITY COMPANY AGREEMENT. By acceptance of this Certificate for the above referenced Units, and as a condition to being entitled to any rights and/or benefits with respect to the Units evidenced hereby, the Holder hereof (including any transferee hereof) is deemed to have agreed, whether or not such Holder is admitted to the Company as a member of the Company with respect to the Units evidenced hereby, to comply with and be bound by all the terms and conditions of the Limited Liability Company Agreement.

Date: ___________________________ StoneMor GP LLC

By: ______________________________

Name:

Title: President and Chief Executive Officer

By: ______________________________

Name:

Title: Secretary or Assistant Secretary