PART II AND III

Preliminary Offering Circular, Dated March 13, 2020

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.  INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED.  THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE.  WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

Remembrance Group, Inc.

365 5th Ave South, Suite 201

Naples, FL 34102

239-666-3440

www.remembrancegroup.com

UP TO 1,200,000 SHARES OF

SERIES A REDEEMABLE PREFERRED STOCK

Remembrance Group, Inc., which we refer to as “our company,” “we,” “our” and “us,” is offering up to 1,200,000 shares of series A preferred stock, par value $0.0001 per share, which we refer to as the series A preferred stock, at an offering price of $10.00 per share, for a maximum offering amount of $12,000,000. There is a minimum initial investment amount per investor of $5,000 for the series A preferred stock and any additional purchases must be made in increments of at least $100.

The series A preferred stock will rank as to dividend rights and rights upon our liquidation, dissolution, or winding up, senior to our common stock, par value $0.0001 per share, which we refer to as our common stock. Holders of our series A preferred stock will be entitled to receive cumulative dividends in the amount of $0.175 per share each quarter in arrears, which is equivalent to 7% per annum; provided that upon an event of default (generally defined as our failure to pay dividends when due or to redeem shares when requested by a holder following the date when redemptions are permitted), such amount shall be increased to $0.25 per quarter, which is equivalent to 10% per annum. The liquidation preference for each share of our series A preferred stock is $15.00. Upon a liquidation, dissolution or winding up of our company, holders of shares of our series A preferred stock will be entitled to receive the liquidation preference with respect to their shares plus an amount equal to any accrued but unpaid dividends (whether or not declared) to, but not including, the date of payment with respect to such shares. Commencing immediately after the initial closing of this offering and continuing indefinitely thereafter, we will have a right to call for redemption all or any portion of the outstanding shares of our series A preferred stock at a call price equal to 150% of the original issue price of our series A preferred stock. Each holder of shares of our series A preferred stock will have a right to put all (but not less than all) of the shares of series A preferred stock held by such holder back to us at a put price equal to 150% of the original issue purchase price of such shares commencing on the fifth anniversary of the initial closing of this offering. The series A preferred stock will have no maturity date and no voting rights (except for certain limited matters) and are not convertible into shares of our common stock. See “Description of Securities” beginning on page 50 for additional details.

This is our initial public offering, and no public market currently exists for our stock. Our common stock is not listed for trading on any exchange or automated quotation system. The offering price of the series A preferred stock may not reflect the market price of our series A preferred stock after this offering. We do not expect to apply to have our series A preferred stock quoted on any national securities exchange or any tier of the OTC Markets.

This offering is being conducted on a “best efforts” basis pursuant to Regulation A of Section 3(6) of the Securities Act of 1933, as amended, or the Securities Act, for Tier 2 offerings. This offering will terminate at the earlier of: (1) the date at which the maximum amount of offered shares has been sold, (2) the date which is 180 days after this offering is qualified by the U.S. Securities and Exchange Commission, or the SEC, subject to an extension of up to an additional 180 days at the discretion of our company and the underwriter, or (3) the date on which this offering is earlier terminated by us in our sole discretion.

Digital Offering LLC, a broker-dealer registered with the SEC and a member of the Financial Industry Regulatory Authority, or FINRA, and the Securities Investor Protection Corporation, or SIPC, which we refer to as the underwriter or managing broker-dealer, is the lead underwriter for this offering. The underwriter is selling our shares in this offering on a best efforts basis and is not required to sell any specific number or dollar amount of shares offered by this offering circular, but will use its best efforts to sell such shares. Cambria Capital LLC, or Cambria Capital, has been appointed by us and the underwriter as a soliciting dealer for this offering. Cambria Capital is an SEC registered broker-dealer and member of FINRA and SIPC. Cambria Capital operates the My IPO platform (available at www.myipo.com) as a separate unincorporated business division. Cambria Capital’s clearing firm, which we refer to as the Clearing Firm, is an SEC registered broker-dealer and member of FINRA and SIPC and is authorized to act as a clearing broker-dealer. Cambria Capital and its My IPO division clear through the Clearing Firm as do other broker-dealers who may participate in this offering. We refer to such other broker-dealers that clear through the Clearing Firm and who may participate in this offering as Other Broker-Dealers.

We may undertake one or more closings on a rolling basis. Until we complete a closing, the proceeds for this offering will be kept in an escrow account maintained at Wilmington Trust, National Association, or, in the case of investors who invest through Cambria Capital, the My IPO platform, or Other Broker-Dealers that clear through the Clearing Firm, proceeds will remain in the investor’s own brokerage account with Cambria Capital or one of the Other Broker-Dealers, as applicable. At a closing, the proceeds will be distributed to us and the associated series A preferred stock will be issued to the investors. If there are no closings or if funds remain in the escrow account upon termination of this offering without any corresponding closing, the funds so deposited for this offering will be promptly returned to investors, without deduction and generally without interest, or, in the case of investors who invest through Cambria Capital, the My IPO platform, or Other Broker-Dealers, their funds will remain unrestricted in their own investment account. See “Underwriting.”

	Price to Public(1)		Underwriting discount and commissions(2)		Proceeds to issuer(3)
Per Share	$	10.00	$	0.70	$	9.30
Total Maximum	$	12,000,000	$	840,000	$	11,160,000

(1) Per Share price represents the offering price for one share of series A preferred stock. 

(2) This table depicts broker-dealer commissions of 7% of the gross offering proceeds. In addition to commissions, we have agreed to reimburse the underwriter for its reasonable, documented out-of-pocket expenses of up to $30,000. We have also agreed to issue to the underwriter warrants to purchase a number of shares of the series A preferred stock equal to 2% of the number of shares sold in this offering. The underwriter warrants will be exercisable for five years from the effective date of the offering at an exercise price equal to $10.00 per share. Please refer to the section captioned “Underwriting” for additional information regarding total underwriter compensation.

(3) Before deducting expenses of the offering, which are estimated to be approximately $218,000, including a clearing broker processing fee of $60,000. See the section captioned “Underwriting” for details regarding the compensation payable in connection with this offering. This amount represents the proceeds of the offering to us, which will be used as set out in the section captioned “Use of Proceeds.”

Our business and an investment in our series A preferred stock involve significant risks. See “Risk Factors” beginning on page 11 of this offering circular to read about factors that you should consider before making an investment decision. You should also consider the risk factors described or referred to in any documents incorporated by reference in this offering circular, before investing in these securities.

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or your net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

This offering circular follows the disclosure format of Part I of Form S-1 pursuant to the general instructions of Part II(a)(1)(ii) of Form 1-A.

 

The approximate date of commencement of proposed sale to the public is [*], 2020.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This offering circular and the documents incorporated by reference herein contain, in addition to historical information, certain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. These forward-looking statements include, without limitation: statements concerning projections, predictions, expectations, estimates or forecasts for our business, financial and operating results and future economic performance; statements of management’s goals and objectives; trends affecting our financial condition, results of operations or future prospects; statements regarding our financing plans or growth strategies; statements concerning litigation or other matters; and other similar expressions concerning matters that are not historical facts. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes” and “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith beliefs as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause these differences include, but are not limited to:

● changes in general economic conditions;

● the inherent risks associated with owning funeral homes, governing laws and regulations affecting the funeral and cemetery industry and illiquidity of real estate investments;

● our ability to continue to manage through the societal shift to growing cremation rates;

● increased competition in the geographic areas in which we own and operate funeral homes;

● our ability to continue to identify, negotiate and acquire funeral businesses;

● changes in market rates of interest;

● our ability to repay debt financing obligations;

● our ability to refinance amounts outstanding under our credit facilities at maturity on terms favorable to us;

● our ability to comply with certain debt covenants;

● our ability to integrate acquired properties and operations into existing operations;

● the availability of other debt and equity financing alternatives;

● continued ability to access the debt or equity markets;

● the loss of any member of our management team;

● our ability to maintain internal controls and processes to ensure all transactions are accounted for properly, all relevant disclosures and filings are timely made in accordance with all rules and regulations, and any potential fraud or embezzlement is thwarted or detected;

● market conditions affecting our investment securities;

● changes in federal or state tax rules or regulations that could have adverse tax consequences; and

● those risks and uncertainties referenced under the caption “Risk Factors” contained in this offering statement.

Potential investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. Potential investors should not make an investment decision based solely on our company’s projections, estimates or expectations.

The specific discussions herein about our company include financial projections and future estimates and expectations about our company’s business. The projections, estimates and expectations are presented in this offering circular only as a guide about future possibilities and do not represent actual amounts or assured events. All the projections and estimates are based exclusively on our company management’s own assessment of its business, the industry in which it works and the economy at large and other operational factors, including capital resources and liquidity, financial condition, fulfillment of contracts and opportunities. The actual results may differ significantly from the projections.

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TABLE OF CONTENTS

Summary	1
Risk Factors	11
Use of Proceeds	19
Determination of Offering Price	20
Dividend Policy	21
Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Our Business	29
Our Properties	38
Legal Proceedings	39
Management	40
Executive Compensation	42
Security Ownership of Certain Beneficial Owners and Management	48
Transactions With Related Persons	49
Description of Securities	50
Underwriting	53
Legal Matters	59
Experts	59
Where You Can Find More Information	59
Financial Statements	F-1

Please read this offering circular carefully. It describes our business, our financial condition and results of operations. We have prepared this offering circular so that you will have the information necessary to make an informed investment decision.

You should rely only on the information contained in this offering circular. We have not, and the underwriter has not, authorized anyone to provide you with any information other than that contained in this offering circular. We are offering to sell, and seeking offers to buy, the securities covered hereby only in jurisdictions where offers and sales are permitted. The information in this offering circular is accurate only as of the date of this offering circular, regardless of the time of delivery of this offering circular or any sale of the securities covered hereby. Our business, financial condition, results of operations and prospects may have changed since that date. We are not, and the underwriter is not, making an offer of these securities in any jurisdiction where the offer is not permitted.

For investors outside the United States: We have not, and the underwriter has not, taken any action that would permit this offering or possession or distribution of this offering circular in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this offering circular must inform themselves about, and observe any restrictions relating to, the offering of the securities covered hereby or the distribution of this offering circular outside the United States.

This offering circular includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. We believe that the data obtained from these industry publications and third-party research, surveys and studies are reliable. We are ultimately responsible for all disclosure included in this offering circular.

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to the offering statement of which this offering circular is a part were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS OFFERING CIRCULAR. YOU SHOULD NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS OFFEIRNG CIRCULAR IS NOT AN OFFER TO SELL OR BUY ANY SECURITIES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS UNLAWFUL. THE INFORMATION IN THIS OFFERING CIRCULAR IS CURRENT AS OF THE DATE ON THE COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR.

ii

SUMMARY

This summary highlights selected information contained elsewhere in this offering circular. This summary is not complete and does not contain all the information that you should consider before deciding whether to invest in our securities. You should carefully read the entire offering circular, including the risks associated with an investment in our company discussed in the “Risk Factors” section of this offering circular, before making an investment decision.

Our Company

Overview

We acquire and operate funeral homes and related businesses, primarily in tier 2 – 4 markets in the United States. We are a Delaware corporation that was incorporated on January 31, 2020, but we were formed originally as a Delaware limited liability company on December 11, 2012 under the name PF Management Services, LLC. We converted from a limited liability company to a corporation in Delaware on February 1, 2020. We serve as the management company for one wholly owned and six affiliated, independent operating businesses, all of which we refer to as the operating businesses. We refer to the six affiliated, independent operating businesses, which are independent legal entities, as the independent operating companies. Based in Naples, Florida, we operate seven businesses with 14 locations on a consolidated basis and we plan to operate in 23 states located throughout the Midwest, Mid-South, Appalachian, Mid-Atlantic and Mid-Eastern regions of the United States. These target markets represent our current base of businesses and other markets where we plan to operate in the future. These are the same markets in which our senior management team has operated death care and complementary businesses throughout their careers.

We serve as the management company for the operating businesses of the Remembrance Group, a brand name used to describe our consolidated operating businesses. We provide consulting and management services, such as accounting and bookkeeping services, developing operational plans, and workforce management and recruitment to Remembrance Group’s funeral homes and other non-competing clients. We employ Remembrance Group’s executive officers and have contractual management administrative services agreements, which we refer to as MSAs, with each of Remembrance Group’s six independent operating companies. The MSAs in effect enable the independent operating companies to operate with us on a consolidated basis.

We also have option agreements in place, which we refer to as the option agreements, to acquire, at our option, 100% of the ownership interests in each of the six independent operating companies.

We own 100% of Premier Funeral Management Group V LLC, a Delaware limited liability company, or PFMG V, our one wholly owned operating subsidiary. PFMG V was formed to acquire and operate the Premier Sharp Funeral Home in Tennessee.

Each of the six independent operating companies within the Remembrance Group are Delaware limited liability companies which were formed to acquire and operate one or more specific funeral businesses. The six independent operating companies along with their wholly owned funeral businesses are listed below:

● Premier Funeral Management Group, LLC, or PFMG, which owns and operates the Creech Funeral Home in Kentucky.

● Premier Funeral Management Group II, LLC, or PFMG II, which owns and operates the Markwell & Son Funeral Home and the Greenwell Funeral Home in Illinois.

● Premier Funeral Management Group, IV, or PFMG IV, which owns and operates the Whinery Funeral Service, the Rose Chapel Funeral Service and Whinery Huddleston, in Oklahoma

● Premier Funeral Management Group, VI, or PFMG VI, which owns and operates the Masciarelli Family Funeral Homes in Massachusetts.

● Premier Funeral Management Group, VII LLC, or PFMG VII, which owns and operates the Adams Funeral Chapel in Illinois.

● Premier Funeral Management Services, III LLC, or PFMS III, which owns and operates the McFarland Funeral Chapel and Polk Memorial Gardens Cemetery in , North Carolina.

Remembrance Group anticipates consolidating these independent operating companies into a unified ownership structure in the future and expects to use a substantial portion of the net proceeds of the Offering to exercise its acquisition rights under one or more of the Option Agreements. See “Use of Proceeds” below.

1

The Funeral Industry

We believe current market dynamics and trends are ideal to implement our company’s business and growth strategy. In 2018, United States sales related to funeral services totaled nearly $15.2 billion, a 10.7 percent increase since 2014. In 2019, there were approximately 19,136 funeral home locations in the United States according to National Directory of Morticians Redbook. The “death care” industry is highly fragmented. There are three publicly traded companies that operate funeral homes and cemeteries in North America, which control an estimated 10.8% of funeral homes in the United States, and the remaining 89.2% are privately owned by families or individuals; 97% of these businesses employ fewer than 20 employees and 89% employ less than 10 employees. The publicly traded companies include Service Corporation International, America’s largest provider of death care products and services; StoneMor Partners, L.P., which primarily focuses on cemetery operations; and Carriage Services, Inc.

The industry is growing steadily, driven by current demographic (“baby boomer” death rate) trends. According to ACL.Gov and the Census Bureau, the United States’ population over 65 years of age was 50.9 million in 2017 and is expected to rise to 83.7 million by 2050, a 61% increase and compound annual growth rate of about 2%. An increase in the number of older Americans inevitably leads to an increasing number of deaths, while controlling for improvements in end-of-life stage healthcare, as well as increases in obesity and associated diseases that reduce life expectancy. The number of deaths per year in the United States was 2.9 million in 2017 according to the Center for Disease Control and Prevention, up from 2.5 million in 2014, an increase of approximately 3% per year. Combining this increase in the annual number of deaths with an expected decrease in the total number of business locations to service those cases results in an expected double-digit market opportunity for existing Funeral businesses.

Our Competition

We face competition in all of our markets. Most of our competitors are, and are expected to continue to be, independent operations. Our ability to compete successfully depends on our management’s forward vision, timely responses to changes in the business environment, our operating businesses’ ability to maintain a good reputation and high professional standards as well as offer products and services at competitive prices. We anticipate that additional consolidators will enter the industry and likely pursue acquisitions in our market areas, potentially increasing the average consideration required to successfully purchase a funeral home business. If we face price competition in our markets, or if local competitors successfully exploit the perception that our acquired businesses are now owned by a “corporate consolidator,” we will be challenged to successfully execute our business plan in a given market.

Our Competitive Strengths

We believe that our focus on secondary markets in certain Midwest, Mid-South, Appalachian, Mid-Atlantic Mid-Eastern states provides our company with several strategic advantages. We believe that these markets offer a large and growing base of owners interested in selling their properties, and we expect that we will be able to buy funeral properties for near-historically low prices and on favorable terms. Twenty of our twenty-three initially targeted states rank in the top twenty-four states for potential funeral services market size. We believe that the sector’s competitive dynamics in these geographic areas offer significant opportunities to improve an acquired location’s financial performance and local market share. These areas also are largely insulated from the downward per-service revenue pressure created by the growing trend of cremation, due to their location in the “Bible Belt” which has historically seen greater focus on traditional values and traditional funeral and burial practices.

In addition, we believe the following competitive strengths position us well to implement our acquisition and market growth strategy:

● Focus on Calls (i.e., the number of “deceased” whose families we serve) – Continued management efforts to relate all location activities and expenses to a positive impact on call growth;

● Experienced, proven management team;

● Operational expertise and focus;

● Disciplined, value-oriented approach towards acquisitions;

● Innovative approach to funeral home operations and strategy; and

● Strategic partnerships and vendor relationships.

2

Our Growth Strategy

Our corporate level strategy is to acquire funeral home businesses generating approximately $1 million to $2 million in revenue per location at a multiple of 3.0x - 5.0x trailing earnings before interest, taxes, depreciation and amortization, or EBITDA, on an adjusted basis, or Adjusted EBITDA. Adjusted EBITDA is typically calculated by adding back expenses associated with the seller that we no longer expect to incur after an acquisition. Through a planned reduction of expenses associated with cost of goods sold, or COGS, and overhead, management aims to improve EBITDA margins after the consummation of an acquisition from approximately 25% to 30% before acquisition to 35% to 40% post acquisition.

We focus on expanding EBITDA margins through leveraging our volume purchasing agreements for products like caskets and vaults, eliminating or reducing excess expenditures, and right-sizing staffing levels, including contracted or outsourced services. We estimate that we can immediately reduce an acquired business’ cost of goods sold through our vendor relationships and pricing, e.g., with suppliers like Batesville Casket Company, resulting in a gross profit and EBITDA margin expansion of approximately 3.0% - 5.0%. We also implement back office systems and controls, such as accounting and payroll functions, at our acquired businesses, to both improve system functionality and reduce costs associated with facility operations. Recent technological advances, particularly in the area of “cloud based” business services, have enabled us to integrate the systems of an acquired business into our accounting, financial and back-office software programs on a shorter timeframe, providing us with around the clock visibility into the operating and financial performance of each company we acquire. Our goal is to implement these changes in collaboration with the local employees to minimize any disruptions associated with the sale of the business.

A core component of our operating and growth strategy involves developing and executing a specific strategic plan for each business we acquire in partnership with the prior owners and existing “key man” staff members on location. A plan is developed for each individual location, as we believe every funeral home is unique in its market. Our general approach involves providing outstanding client service levels and innovative product and service offerings and fee structures. We additionally employ various marketing approaches in each market, including brand differentiation, ongoing client and prospect relationship management, public and community relations, on and off-site events, and various other initiatives that are expected to drive market share and revenue, as well as client satisfaction surveys.

We believe that a top-tier team - from executive level members to junior employees at our local funeral homes - is a critical element of our strategy to build an industry-leading death care company. We seek to recruit, hire and retain top-performing employees through a systematic process and core focus of our company. Prospective employees are professionally evaluated to assess their skills, interests and potential to succeed in their positions. We aim to create individual performance and growth programs for all employees and continually measure and provide feedback associated with established goals and actual performance. We also implement compensation programs that are connected to individual and group performance.

We have carefully chosen our initial target markets based on the likelihood that we can realize improvements at our acquired funeral homes in the short term in partnership with the previous owner and retained staff. Funeral homes in the “trade areas” we have selected are mostly small, independently owned and operated, and have conducted business in the same manner for decades. The funeral homes in these areas generally do not focus on proactive marketing, client development and packaged services for families. More “modern” marketing practices, like customer relationship management and referral generation programs, often do not exist in a trade area. We confirm this market attribute during our due diligence process. Funeral homes that meet our criteria in these markets usually also have bloated overhead expenses and inefficient purchasing. After close of an acquisition, we work to expand our EBITDA margins through general and administrative expense reductions and implement product purchasing initiatives. By providing back office services, such as accounting, payroll functions, HR, legal and merchandising to our acquired businesses, we seek to improve system functionality and reduce costs associated with facility operations.

3

Our Risks and Challenges

Our prospects should be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by similar companies. Our ability to realize our business objectives and execute our strategies is subject to risks and uncertainties, including, among others, the following:

● changes in general economic and demographic conditions that may negatively affect our business;

● the inherent risks associated with owning and operating funeral homes, governing laws and regulations affecting the funeral and cemetery industry;

● increased competition in the geographic areas in which we own and operate funeral homes;

● our ability to continue to manage through the societal shift to growing cremation rates;

● our ability to continue to identify, negotiate, acquire and integrate funeral businesses;

● the failure of our acquired businesses to perform as expected;

● our reliance on third party product and service providers;

● changes in market rates of interest and our ability to fund acquisitions through debt;

● our ability to repay debt financing obligations and comply with certain debt covenants;

● the availability of other debt and equity financing alternatives;

● the loss of any member of our management team; and

● those risks and uncertainties referenced under the caption “Risk Factors” contained in this offering statement.

In addition, we face other risks and uncertainties that may materially affect our business prospects, financial condition, and results of operations. You should consider the risks discussed in “Risk Factors” and elsewhere in this offering circular before investing in our series A preferred stock.

Recent Developments

On February 14, 2020, the Company entered into an agreement to divest one of its six funeral home businesses that was not majority owned by the Company. The Company has entered into a long-term management agreement with this funeral home business pursuant to which it will receive management fees but it will no longer exert the power to direct the activities that most significantly impact this operating business entity’s economic performance. Therefore, the financial results of this business will no longer be included in the Company’s consolidated financial results. This divestiture has relieved the Company of $3.3 million of the long term debt obligations reported on the Company’s December 31, 2019 consolidated financial statements. See Exhibit 3.3 - Promissory Note dated May 16, 2014. Management believes that there will be minimal financial impact to the Company’s statement of operations from this divesture due to the long-term management fees associated with the new management agreement now in place with this funeral home business.

Corporate Information

Our principal executive offices are located at 365 5th Ave South, Suite 201, Naples, FL 34102 and our telephone number is (239) 666-3440. We maintain a website at www.Remembrancegroup.com. Information available on our website is not incorporated by reference in and is not deemed a part of this offering circular.

4

The Offering

Securities being offered:

Up to 1,200,000 shares of series A preferred stock at an offering price of $10.00 per share, for a maximum offering amount of $12,000,000.

Terms of series A preferred stock:

●     Ranking - The series A preferred stock ranks, as to dividend rights and rights upon our liquidation, dissolution, or winding up, senior to our common stock. The terms of the series A preferred stock will not limit our ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of our series A preferred stock as to distribution rights and rights upon our liquidation, dissolution or winding up. ●     Dividend Rate and Payment Dates - Dividends on the series A preferred stock being offered will be cumulative and payable quarterly in arrears to all holders of record on the applicable record date. Holders of our series A preferred stock will be entitled to receive cumulative dividends in the amount of $0.175 per share each quarter, which is equivalent to the annual rate of 7% of the $10.00 per share purchase price of the series A preferred stock; provided that upon an event of default (generally defined as our failure to pay dividends when due or to redeem shares when properly requested by a holder), such amount shall be increased to $0.25 per quarter, which is equivalent to the annual rate of 10% of the $10.00 liquidation preference per share described below. Dividends on shares of our series A preferred stock will continue to accrue even if any of our agreements with banks or other third parties prohibit the current payment of dividends or we do not have earnings. ●    Liquidation Preference - The liquidation preference for each share of our series A preferred stock is $15.00, or 150% of the original per share purchase price of the series A preferred stock. Upon a liquidation, dissolution or winding up of our company, holders of shares of our series A preferred stock will be entitled to receive the liquidation preference with respect to their shares plus an amount equal to any accrued but unpaid dividends (whether or not declared) to, but not including, the date of payment with respect to such shares. ●    Company Call and Stockholder Put Options - Commencing immediately following the initial closing of this offering and continuing indefinitely thereafter, we shall have a right to call for redemption all or any portion of the outstanding shares of our series A preferred stock at a call price equal to 150% of the original issue price of our series A preferred stock. Each holder of shares of our series A preferred stock shall have a right to put all (but not less than all) of the shares of series A preferred stock held by such holder back to us at a put price equal to 150% of the original issue purchase price of such shares commencing on the fifth anniversary of the initial closing of this offering. ●    Further Issuances - The shares of our series A preferred stock have no maturity date, and we will not be required to redeem shares of our series A preferred stock at any time except as otherwise described above under the caption “Company Call and Stockholder Put Options.” Accordingly, the shares of our series A preferred stock will remain outstanding indefinitely, unless we decide, at our option, to exercise our call right or the holder of the series A preferred stock exercises his put right. ●    Voting Rights - We may not authorize or issue any class or series of equity securities ranking senior to the series A preferred stock as to dividends or distributions upon liquidation (including securities convertible into or exchangeable for any such senior securities) or amend our articles of incorporation (whether by merger, consolidation, or otherwise) to materially and adversely change the terms of the series A preferred stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on such matter by holders of our outstanding series A preferred stock, voting together as a class. Otherwise, holders of the series A preferred stock will not have any voting rights. ●     No Conversion Right - The series A preferred stock is not convertible into shares of our common stock.

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Best efforts offering:	The underwriter is selling the shares of series A preferred stock offered in this offering circular on a “best efforts” basis and is not required to sell any specific number or dollar amount of series A preferred stock offered by this offering circular, but will use its best efforts to sell such shares.
Securities issued and outstanding before this offering: (1)	9,850,522 shares of common stock; warrants to purchase 150,000 shares of common stock; and no shares of series A preferred stock.
Securities issued and outstanding after this offering:(2)	9,850,522 shares of common stock; warrants to purchase 150,000 shares of common stock; and 1,200,000 shares of series A preferred stock if the maximum number of shares being offered are sold.
Minimum subscription price:	The minimum initial investment is per investor is $5,000 and any additional purchases must be made in increments of at least $100.
Use of proceeds:	We estimate our net proceeds from this offering will be approximately $10,882,000 if the maximum number of shares being offered are sold based upon the offering price of $10.00 per share and after deducting the 7% underwriting discounts and commissions and estimated offering expenses of $130,000 plus transaction processing fees of $60,000 payable to the clearing broker by us. We intend to use the net proceeds from this offering to fund acquisitions pursuant to the exercise of existing option agreements with certain of our operating businesses and for debt repayment. For a discussion, see “Use of Proceeds.”
Termination of the offering:	This offering will terminate at the earlier of: (1) the date at which the maximum amount of offered shares has been sold, (2) the date which is 180 days after this offering is qualified by the SEC, subject to an extension of up to 180 days by us and the underwriter, or (3) the date on which this offering is earlier terminated by us in our sole discretion.
Closings of the offering; Subscribing through Cambria Capital, the My IPO platform, or Other Broker-Dealers:	We may undertake one or more closings on a rolling basis. Until we complete a closing, the proceeds for this offering will be kept in an escrow account maintained at Wilmington Trust, National Association or will be held in your own brokerage account as described below. At a closing, the proceeds will be distributed to us and the associated shares will be issued to the investors. If there are no closings or if funds remain in the escrow account upon termination of this offering without any corresponding closing, the investments for this offering will be promptly returned to investors, without deduction and generally without interest. You may not subscribe to this offering prior to the date this offering is qualified by the SEC, which we will refer to as the qualification date. Before the qualification date, you may only make non-binding indications of your interest to purchase securities in the offering. For any subscription agreements received after the qualification date, we have the right to review and accept or reject the subscription in whole or in part, for any reason or for no reason. If rejected, we will return all funds to the rejected investor within ten business days. If accepted, the funds will remain in the escrow account until all conditions to closing have been satisfied or waived, at which point we will have an initial closing of the offering and the funds in escrow will then be transferred into our general account.

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Following the initial closing of this offering, we expect to have several subsequent closings of this offering until the maximum offering amount is raised or the offering is terminated. We expect to have closings on a monthly basis and expect that we will accept all funds subscribed for each month subject to our working capital and other needs consistent with the use of proceeds described in this offering circular.  Investors should expect to wait approximately one month and no longer than forty-five days before we accept their subscriptions and they receive the securities subscribed for.  An investor’s subscription is binding and irrevocable and investors will not have the right to withdraw their subscription or receive a return of funds prior to the next closing unless we reject the investor’s subscription. You will receive a confirmation of your purchase promptly following the closing in which you participate.

Procedures for Subscribing through Cambria Capital, the My IPO Platform or Other Broker-Dealers

Cambria Capital is an SEC registered broker-dealer and member of FINRA and SIPC. Cambria Capital has been appointed by us and the underwriter, our managing broker-dealer, as a soliciting dealer for this offering. Cambria Capital operates the My IPO platform as a separate unincorporated business division. Cambria Capital’s clearing firm, who we refer to as the Clearing Firm, is an SEC registered broker-dealer and member of FINRA and SIPC and is authorized to act as a clearing broker-dealer. Cambria Capital and its My IPO division clear through the Clearing Firm as do other broker-dealers who may participate in this offering. We refer to such other broker-dealers that clear through the Clearing Firm and who may participate in this offering as Other Broker-Dealers.

Prospective investors investing through Cambria Capital, My IPO or Other Broker-Dealers will acquire shares of our series A preferred stock through book-entry order by opening an account with Cambria Capital, My IPO, or an Other Broker-Dealer, or by utilizing an existing Cambria Capital account, My IPO account or account with an Other Broker-Dealer. In each such case, the account will be an account owned by the investor and held at the Clearing Firm, as the clearing firm for the exclusive benefit of such investor. The investor will also be required to complete and submit a subscription agreement. Subscriptions for shares of series A preferred stock acquired through an account at Cambria Capital, My IPO or an Other Broker-Dealer are all processed online

The process for investing through Cambria Capital, My IPO or through Other Broker-Dealers will work in the following manner. The Clearing Firm will enter into a custody agreement with us pursuant to which we will issue uncertificated securities to be held at the Clearing Firm, and the shares of series A preferred stock held at the Clearing Firm will be reflected as an omnibus position on our records and the transfer agent's records in the name of the Clearing Firm, for the exclusive benefit of customers. We will open a brokerage account with the Clearing Firm and the Clearing Firm will hold the shares of series A preferred stock to be sold in the offering in book-entry form in our company’s Clearing Firm account. When the shares of series A preferred stock are sold, the Clearing Firm maintains a record of each investor’s ownership interest in those securities. Under an SEC no-action letter provided to the Clearing Firm in January 2015, the Clearing Firm is allowed to treat the issuer as a good control location pursuant to Exchange Act Rule 15c3-3(c)(7) under these circumstances. The customer's funds will not be transferred into a separate account awaiting the initial closing, or any other closing, but will remain in the customer's account at the Clearing Firm pending instructions to release funds to us if all conditions necessary for a closing are met.

In order to subscribe to purchase the shares of series A preferred stock through Cambria Capital, My IPO or through another Broker-Dealer, a prospective investor must electronically complete and execute a subscription agreement and provide payment using the procedures indicated below. When submitting the subscription request through Cambria Capital, My IPO or an Other Broker-Dealer, a prospective investor is required to agree to various terms and conditions by checking boxes and to review and electronically sign any necessary documents. We will not accept any subscription agreements prior to the SEC’s qualification of this offering.

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	After any contingencies of the offering or any particular closing are met, we will notify the Clearing Firm when we wish to conduct a closing. The Clearing Firm executes the closing by transferring each investor’s funds from their Cambria Capital, My IPO or Other Broker-Dealer accounts to our Clearing Firm account and transferring the correct number of book-entry shares to each investor’s account from our Clearing Firm account. The shares are then reflected in the investor’s online account and shown on the investor's Cambria Capital, My IPO or Other Broker-Dealer account statements. Cambria Capital, My IPO and Other Broker-Dealers will also send trade confirmations individually to the investors. Other Subscription Procedures Investors not purchasing through Cambria Capital, My IPO or an Other Broker-Dealer that clears through the Clearing Firm must complete and execute a subscription agreement for a specific number of shares and pay for the shares at the time of the subscription. Completed subscription agreements will be sent by your broker-dealer or registered investment advisor, as applicable, to Digital Offering at the address set forth in the subscription agreement. Subscription payments should be delivered directly to the escrow agent. If you send your subscription payment to your broker or registered investment advisor, then your broker or registered investment advisor will immediately forward your subscription payment to the escrow agent. Subscriptions will be effective only upon our acceptance, and we reserve the right to reject any subscription in whole or in part.
Restrictions on investment amount:	Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(c) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.
Risk factors:	Investing in our securities is highly speculative and involves a high degree of risk. You should carefully consider the information set forth in the “Risk Factors” section beginning on page 11 before deciding to invest in our securities.

(1) The number of shares of our capital stock outstanding excludes shares of common stock issuable upon the exercise of warrants representing the right to purchase a total of 150,000 shares of common stock at an exercise price of $0.01 per share.

(2) The total number of shares of our capital stock outstanding after this offering is based on 9,850,522 shares of common stock outstanding as of February 3, 2020 and excludes:

● 2,141,390 shares of our common stock granted pursuant to our 2020 Equity Incentive Plan;

● 358,741 shares of our common stock reserved for future grants pursuant to our 2020 Equity Incentive Plan; and

● Up to 24,000 shares of series A preferred stock underlying the underwriter warrants.

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Summary Financial Data

The following tables summarize selected financial data regarding our business and should be read in conjunction with our financial statements and related notes contained elsewhere in this offering circular and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The summary consolidated financial data as of December 31, 2019 and 2018 and for the years then ended for our company are derived from our audited consolidated financial statements included elsewhere in this offering circular. Our consolidated financial statements include the accounts of Remembrance Group, Inc. and all subsidiaries in which we hold a controlling financial interest. The subsidiaries are consolidated because they are controlled by us. Control over a subsidiary exists because we possess the power to direct the activities that most significantly impact the subsidiary’s economic performance. The power to direct those activities arises either through our owning a majority voting interest in the subsidiary, or, alternatively, through legal or contractual rights or obligations of ours whose terms implicitly or explicitly convey that power. Intercompany balances and transactions have been eliminated in consolidation.

Our consolidated financial statements also include the accounts of the funeral service trusts in which we have a variable interest and are the primary beneficiary. We have retained the specialized industry accounting principles when consolidating the trusts. Our trusts are variable interest entities, for which we have determined that we are the primary beneficiary as we absorb a majority of the losses and returns associated with these trusts. Although we consolidate the trusts, it does not change the legal relationships among the trusts, us, or our customers. The customers are the legal beneficiaries of these trusts; therefore, their interests in these trusts represent a liability to us.

We have a wholly owned subsidiary, which operates one funeral services location. We also operate six funeral services entities, which are separately owned, but managed by us. Of these seven funeral services locations, four are under long-term leases with operating and management agreements. We manage three funeral services locations under long-term contract and other agreements that do not qualify as acquisitions for accounting purposes. As a result, our company did not consolidate all of the existing assets and liabilities related to these funeral services locations. Under the long-term contract and other agreements associated with these properties, which are subject to certain termination provisions, our company is the exclusive operator of these funeral services locations and earns revenues through its management fees related to sales of services and merchandise. Upon termination of these agreements, our company will retain certain benefits related to the contractual agreement. We have also recognized the existing customer contract-related performance obligations that we assumed as part of these agreements.

On February 14, 2020, the Company entered into an agreement to divest one of its six funeral home businesses that was not majority owned by the Company. The Company has entered into a long-term management agreement with this funeral home business pursuant to which it will receive management fees but it will no longer exert the power to direct the activities that most significantly impact this operating business entity’s economic performance. Therefore, the financial results of this business will no longer be included in the Company’s consolidated financial results. This divestiture has relieved the Company of $3.3 million of long term debt obligations reported in the Company’s December 31, 2019 consolidated financial statements. See Exhibit 3.3 - Promissory Note dated May 16, 2014. Management believes that there will be minimal financial impact to the Company’s statement of operations from this divesture due to the long-term management fees associated with the new management agreement now in place with this funeral home business.

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The summary financial data information is only a summary and should be read in conjunction with the historical financial statements and related notes contained elsewhere herein. The financial statements contained elsewhere in this offering circular fully represent our financial condition and operations; however, they are not necessarily indicative of our future performance.

	Years Ended December 31,
	2019			2018
	(audited)			(audited)
Statements of Operations Data
Total revenues	$	8,854,905		$	9,166,966
Cost and expense applicable to revenue		1,752,413			1,745,394
Corporate payroll		3,171,285			3,360,865
Depreciation and amortization expense		896,005			899,697
Other operating expenses		2,351,628			2,142,244
Interest expense		1,831,175			1,780,664
Other income (loss)		(658,107	)		(413,416	)
Net loss	$	(1,805,708	)	$	(1,175,314	)
Net income (loss) attributable to the non-controlling interest	$	(825,588	)	$	(874,617	)
Net income (loss) attributable to common and preferred units	$	(980,120	)	$	(300,697	)
Weighted average shares - basic		8,015,562			7,676,205
Weighted average shares - diluted		8,165,562			8,253,037
Net loss per share - basic and fully diluted		(.12	)		(.04	)

	As of			As of
	31-Dec-19			31-Dec-18
	(audited)			(audited)
Balance Sheet Data
Cash and cash equivalents		459,099			182,435
Preneed receivables, net and trust investments		2,997,120			2,673,221
Total assets		15,705,934			15,956,042
Total liabilities		27,065,673			25,506,923
Stockholders’ equity (deficit)		(11,359,739	)		(9,550,881	)
Total liabilities and stockholders’ equity (deficit)		15,705,934			15,956,042

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RISK FACTORS

An investment in our shares of series A preferred stock involves a high degree of risk. You should carefully read and consider all of the risks described below, together with all of the other information contained or referred to in this offering circular, before making an investment decision with respect to our securities. If any of the following events occur, our financial condition, business and results of operations (including cash flows) may be materially adversely affected. In that event, the value of your shares of series A preferred stock could decline, and you could lose all or part of your investment.

RISKS RELATED TO OUR BUSINESS AND OUR INDUSTRY

We may not be able to identify, complete, fund or successfully integrate additional funeral home business acquisitions, which could have an adverse effect on our results of operations.

A primary component of our business strategy is to grow through acquisitions of funeral homes at attractive prices and on favorable terms. We cannot assure you that we will be able to identify and acquire businesses on terms favorable to us or at all. We may face competition from other death care companies in making acquisitions. Industry consolidation or rising valuations could lead to a dearth of suitable acquisition targets. To date, we have funded our initial acquisitions primarily through senior debt facilities and seller financing, with limited up front equity (cash) contributions to transactions. Our ability to make acquisitions in the future may be limited by our inability to secure adequate financing, restrictions under our existing or future debt agreements, competition from third parties, or a lack of suitable properties.

In addition, if we complete acquisitions, we may encounter various associated risks, including the possible inability to integrate an acquired business into our operations, diversion of management’s attention, and unanticipated problems or liabilities, some or all of which could have a material adverse effect on our operations and financial performance. We cannot predict the competitive dynamics in a specific market after we acquire a funeral home business. Also, when we acquire funeral homes that do not have an existing pre-need sales program, the operation of the business and implementation of a preneed insurance sales program after acquisition may require significant time resources on the part of our management. This may make it more difficult for us to focus on additional acquisitions. We cannot assure you that we will source, close and effectively provide management services to additional funeral businesses that we do not own.

We are dependent upon highly qualified personnel, including our current management, and the loss of such personnel is a risk to our success.

We will be substantially dependent upon current and future management team members who have experience in our business and complementary firms, to carry out our business plan. A component of our business strategy is to purchase businesses that we believe already employ high quality managers and licensed and unlicensed employees and then retain them after we acquire the firm. We are highly dependent upon the efforts of our acquired businesses’ management and technically skilled personnel, including licensed funeral directors, insurance sales representatives and additional staff, and our future performance will depend in part upon the ability of management to manage growth effectively and to retain the services of these full time and contract employees. Because competition for high quality management, technical and other personnel is intense, we may be unable to retain our key employees or attract other highly qualified employees in the future.

The loss of the services of any of our management team members or the failure to attract and retain additional key employees could have a material adverse effect on our business, financial condition and results of operations. In particular, the success of our business is substantially dependent on the continued services and on the performance of our senior executives including our President, Dennis Smith, who have extensive experience and expertise in our business and have led our company to execute its business model and strategy during the most recent phase of our growth. While we intend to provide the management team members long-term incentive compensation arrangements to retain them, the loss of the services of Mr. Smith, or the additional members of the management team could harm our business and prospects. We currently do not have key man life insurance policies on our executives.

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The death care business and funeral home industry continues to be competitive, both generally and in our target markets.

We face competition in all of our markets. Most of our competitors are and will be independent operations. Our ability to compete successfully depends on our management’s forward vision, timely responses to changes in the business environment, our funeral homes’ ability to maintain a good reputation and high professional standards as well as offer products and services at competitive prices. We anticipate that additional consolidators will enter the industry and likely pursue acquisitions in our market areas, potentially increasing the average consideration required to successfully purchase a funeral home business. If we face price competition in our markets, or if local competitors successfully exploit the fact that our acquired businesses are now owned by a perceived “corporate consolidator,” we may not be able to successfully execute our business plan in a particular market. If we are unable to successfully compete in our markets, our financial condition, results of operations and cash flows could be materially adversely affected.

Our financial results could be negatively affected if acquisitions fail to perform as expected or we realize unexpected liabilities.

Our capital deployed to acquire funeral home acquisitions may be significant individually or in the aggregate. As a result, if a significant investment in one or more businesses fails to perform as expected, our financial results could be more negatively affected and the magnitude of the loss could be more significant than if we had made smaller investments in more businesses. Our financial results could be negatively affected if any of our acquired businesses encounter unexpected financial burdens and fail to perform as expected. Additionally, though our acquisitions are typically structured as asset purchases which somewhat alleviate potential costs and problems associated with unknown liabilities, we may experience various liabilities unknown at the time of acquisition, negatively impacting our expenses, brand and reputation, and our company’s attention required to address such circumstances.

Failure to maintain effective internal control over financial reporting could adversely affect our results of operations.

The accuracy of our financial reporting depends on the effectiveness of our internal control over financial reporting. Internal control over financial reporting can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements and may not prevent or detect misstatements because of its inherent limitations. If we do not maintain effective internal control over financial reporting or implement controls sufficient to provide reasonable assurance with respect to the preparation and fair presentation of our financial statements, our results of operations could be materially adversely affected.

Demand for our products and services are dependent on death rates and are influenced by a variety of general economic factors.

Key drivers of demand are death rates and overall trends related to the national and local economies. While death rates generally have been increasing, medical advances could reverse that trend and negatively impact demand in the funeral services business. Spending on funeral services and related products is dependent on general economic factors; in times of economic distress consumers spend less on funeral services and related products. If the US experiences a general economic downturn, our business results may suffer.

Our operating results may involve significant fluctuations.

Various factors contribute to significant periodic and seasonal fluctuations in our results of operations. These factors include the following:

● Death rates in our local markets, including seasonal variations;

● competitive dynamics in our markets;

● the volume of calls relative to our capacity;

● effectiveness in managing overhead costs;

● changes in cost and availability of labor and products; and

● changes in financing costs.

Accordingly, you should not rely on the results of any period as an indication of our future performance.

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An increase in cremation rates would negatively impact total industry revenue and potentially impact our revenue and profitability.

Cremations on average generate approximately 20% of our revenues with the remaining 80% primarily related to traditional burial services. According the Cremation Association of North America, or CANA, cremations accounted for approximately 53.1% of US funeral services in 2018, an increase of 7.9% over a five-year period (i.e., 45.2% in 2013). This change represents an annual growth rate of 1.58% which is expected to continually rise as consumer preferences evolve. Our management has focused on providing consumers with an expanded product and service offering related to cremation memorial services, resulting in higher than market average revenue and profit per case. We have invested heavily in training our staffs on the importance of memorial services when cremation is chosen as a final disposition at our business locations. If we are unable to successfully expand our cremation memorialization products and services and increase revenue per case at our acquired businesses and cremations remain a significant percentage of our funeral services, however, our financial condition, results of operations, and cash flows could be materially adversely affected.

Our ability to generate preneed insurance sales depends on a number of factors, including sales capabilities and incentives and local and general economic conditions.

We typically seek to acquire businesses that we believe can increase their sales of preneed contracts funded by “final expense” - insurance, generating revenue for our company and potentially increasing future market share. This focus is a core component of our business strategy. We expect that a portion of our acquired businesses will have little if any experience selling preneed insurance or will have “incumbent” agreements and relationships with marketing agencies, carriers and others involved in pre-planning funerals. Implementing a new preneed sales program involves upfront costs in terms of personnel, training, marketing and other related expenses. We additionally currently rely on a third party preneed insurance marketer to assist us with targeting, marketing, and selling to customer prospects in specific markets and several of our current funeral homes have legacy relationships with local agencies. If we fail and/or our marketing partners fail to effectively implement a new preneed sales effort or increase preneed sales at an acquired business would reduce our backlog and revenue and could reduce our future market share.

Increasing death benefits related to preneed funeral contracts funded through life insurance contracts may not cover future increases in the cost of providing a price-guaranteed funeral service.

We sell price-guaranteed preneed funeral contracts through various programs providing for future funeral services at prices prevailing when the agreements are signed. Typically, there is an increasing death benefit associated with the contract that may vary over the contract life. There is no guarantee that the increasing death benefit will cover future increases in the cost of providing a price-guaranteed funeral service, and any such excess cost could be materially adverse to our future cash flows, revenue, and operating margins.

The financial condition of third-party insurance companies that fund our preneed contracts may impact our future revenue.

Where permitted, customers may arrange their preneed contracts by purchasing life insurance or annuity policies from third-party insurance companies. The customer/policy holder assigns the policy benefits to us as payment for their preneed contract at the time of need. If the financial condition of the third-party insurance companies were to deteriorate materially because of market conditions or otherwise, there could be an adverse effect on our ability to collect all or part of the proceeds of the life insurance policies, including the annual increase in the death benefits, if we fulfill the preneed contract at the time of need. Failure to collect such proceeds could have a material adverse effect on our financial condition, results of operations, and cash flows.

We have employed a significant amount of leverage to fund acquisitions, an approach we expect to continue.

Bank debt and seller financing have accounted for as much as 100% of the purchase price of certain of our acquisitions. As a result, total senior debt has accounted for up to approximately 70% of our transaction capital structure. We expect to use proceeds from this Offering to provide additional upfront equity capital to fund acquisitions going forward, which we believe may also enhance our ability to secure lending facilities on relatively more favorable terms than if we did not contribute equity capital to transactions. An unexpected downturn related to revenue at our acquired businesses, or increased one time or ongoing expenses experienced by our funeral homes, may impair our ability to service our debt payments and/or pay down our lending facilities.

Changes in economic conditions, including, for example, interest rates, exchange rates, inflation rates, industry conditions, competition, technological developments, political and diplomatic events and trends, tax laws and innumerable other factors, can affect substantially and adversely the business and prospects of our company. While recent indicators suggest modest improvement in the capital markets, there is no assurance that these conditions will not worsen. If these conditions continue or worsen, the prolonged period of market illiquidity may have an adverse effect on the value of our company’s ability to secure senior debt or other forms of capital. None of these conditions will be foreseeable or within the control of our company.

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Rising interest rates would lead to higher costs of financing and more stringent terms associated with our debt facilities.

Recent interest rates have been lower than on average over the past twenty years. We anticipate that our lending facilities will include variable interest rates. As our strategy is reliant on senior lending facilities to finance our acquisitions, either through commercial banks or private debt providers, a rise in interest rates would negatively impact earnings and could lead to a slowing in acquisition-related growth. Additionally, we have financed our initial acquisitions with seller financing, such as promissory notes, on relatively favorable terms associated with interest rates, term to maturity, subordination and other material terms. If we are unable to secure similar terms from sellers in the future due to a rise in interest rates generally or if fewer sellers are willing to accept a portion of an acquisition in seller financing, or other market conditions including economic and industry trends, we may experience higher costs of financing our acquisitions.

The sale of our products and services and our local market shares depend to some extent on our reputation.

Reputation is considered a key driver of funeral home selection. Any future degradation of our brand equity or the reputations and brands of our acquired businesses could negatively impact operating results.

We currently rely, and will continue to rely, on other parties and partners for several key aspects of our business and operations.

We rely on other parties for certain portions of our business operations and services and will rely on other parties to develop key business relationships. We also significantly rely on partners and there can be no assurance that we will find the appropriate partners. For example, we rely on third parties to provide critical products associated with funeral services, such as caskets, urns, and services, such as preneed insurance sales and marketing. If any of these parties fail to provide the products and services as outlined in our agreements with them or if these businesses fail generally, our business and operations will suffer. Additionally, if the failure of one or more of these partners involves product liability, civil litigation, alleged breach of any industry rules or regulations or the like, our company’s brand, financial performance and ability to grow may be negatively impacted, despite any indemnification agreements we have in place with such suppliers. We currently do not have agreements with all anticipated or potentially necessary suppliers and providers, and we may not be able to enter into any such agreements. If we fail to enter into agreements with any of these parties, our business could be negatively impacted.

Our financial projections are uncertain and should not be relied upon.

We have internally prepared financial projections that we use for management decision making. These financial projections are based on many assumptions, some of which are described throughout this offering circular, including assumptions relating to future events and conditions. Many of these assumptions relate to matters beyond our control and they are susceptible to wide variation. To the extent that our actual experience differs from any one or more of these assumptions, our actual financial results will differ from the financial projections. Such differences are likely to be material. Accordingly, you should not rely on the accuracy of any projections or predictions about the future in making an investment in the securities.

RISKS RELATED TO THE REGULATORY AND LEGAL ASPECTS OF OUR BUSINESS

Regulation and compliance could have a material adverse impact on our financial results.

Our operations are subject to regulation, supervision, and licensing under numerous federal, state, and local laws, ordinances, and regulations, including extensive regulations concerning trust funds, preneed sales of funeral and cemetery products and services, and various other aspects of our business. For example, the funeral home industry is regulated by the Federal Trade Commission (“FTC”), which requires funeral homes to take actions designed to protect consumers. Our facilities are also subject to stringent health, safety and environmental regulations. Violations of applicable laws could result in fines or sanctions against us, including the loss of licenses necessary to operate the businesses lawfully. Businesses in general are subject to the impact of recent major legislation, including the Patient Protection and Affordable Care Act (“Care Act”) and the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”). Many provisions of these complex laws could impact our business, and many of the provisions require implementation through regulations that have not yet been promulgated.

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Although we do not know the ultimate impact of these laws, we expect such laws will increase our costs and the potential risks of failure to comply. In addition, from time to time, governments and agencies propose to amend or add regulations, which could increase costs and decrease cash flows. For example, foreign, federal, state, local, and other regulatory agencies have considered and may enact additional legislation or regulations that could affect the death care industry. These include regulations that require more liberal refund and cancellation policies for preneed sales of products and services, limit or eliminate our ability to use surety bonding for preneed liabilities, increase trust deposit requirements, require the deposit of funds or collateral to offset unrealized losses of trusts, and/or prohibit the common ownership of funeral homes and cemeteries in the same market. If adopted by the regulatory authorities of the jurisdictions in which we operate, these and other possible proposals could have a material adverse effect on our financial condition, results of operations, and cash flows.

Compliance with laws, regulations, industry standards, and customs concerning burial procedures and the handling and care of human remains is critical to the continued success of our business and any operations we may acquire. Litigation and regulatory proceedings regarding these issues could have a material adverse effect on our financial condition, results of operations, and cash flows. We are continually monitoring and reviewing our operations and completing risk assessments in an effort to ensure that we are in compliance with these laws, regulations, and standards and, where appropriate, taking appropriate corrective action. However, we cannot ensure investors that a business will be at all times fully in compliance with any of these laws and regulations, or that employees at individual businesses or service providers with which we contract will not violate them.

If state laws or their interpretations change, or new laws are enacted relating to the ownership of funeral homes and/or cemeteries, our business, financial condition and results of operations could be adversely affected.

Some state laws restrict ownership of funeral homes to licensed funeral directors and/or to funeral directors who are licensed in that particular state, and these restrictions typically vary from state to state. If state laws change or new laws are enacted that prohibit us from managing funeral homes in those instances, then our business, financial condition and results of operations could be adversely affected. In some cases, we may acquire cemeteries, typically as part of a multi-business acquisition. Some states require cemeteries to be organized in the nonprofit form but permit those nonprofit entities to contract with for-profit companies for management services. If state laws change or new laws are enacted that prohibit us from managing cemeteries in those states, then our business, financial condition and results of operations could be adversely affected. Additionally, several states are implementing laws that restrict the types of activities companies commonly employ to solicit potential customers of preneed insurance. If these regulations impede our ability to cost- effectively grow our preneed business or if we potentially violate (unknowingly or otherwise) such new rules and regulations, our preneed initiatives may fail to perform.

If state laws or interpretations of existing state laws change or if new laws are enacted, we may be required to increase trust/escrow deposits or to alter the timing of withdrawals from trusts/escrows, which may have a negative impact on our revenues and cash flow.

We are required by most state laws to deposit specified percentages of the proceeds from our preneed sales of cemetery and funeral services and merchandise into merchandise and service trusts and, once we own cemetery assets, at-need and pre-need sales of interment rights into endowment care trusts. These laws also determine when we are allowed to withdraw funds, whether principal or interest, from those trusts/escrows. If those laws or the interpretations of those laws change or if new laws are enacted, we may be required to deposit more of the sales proceeds we receive from our sales into the trusts/escrows or to defer withdrawals from the trusts/escrows, thereby decreasing our cash flow until we are permitted to withdraw the deposited amounts. This could also reduce our cash available for distribution.

We face risks associated with general liability, civil claims and misconduct, which we may not be able to foresee or control.

Our company faces a general inherent business risk of exposure to service liability and civil claims. A successful claim brought against our company or one of our individual funeral businesses in excess of available insurance coverage, or any claim that results in significant adverse publicity against our company, would have a material adverse effect on our company’s business and financial condition. If an employee, contractor, and/or service provider associated with one of our acquired companies becomes involved in a civil or criminal litigation, our business results could suffer.

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Our financial results could be negatively affected if we cannot negotiate favorable agreements with industry vendors and service providers.

A core component of our strategy involves executing agreements with vendors and service providers that are more favorable than those of our acquired firms or a company that currently generates our volume of business. An example of this type of strategic vendor is Hillenbrand Industries/Batesville Casket Company, together with its subsidiaries, such as Batesville Interactive. These agreements allow us to quickly lower costs of goods sold and generate higher gross profit and EBITDA margins after close of an acquisition. If we are unable to negotiate similar agreements or satisfy the minimum volume and other terms in our existing contractual agreements, our financial results could be negatively impacted.

We are subject to environmental and health and safety laws and regulations that may adversely affect our operating results.

Our funeral home operations are subject to numerous federal, state and local environmental and health and safety laws and regulations, as will any future cemetery operations. We may become subject to liability for the removal of hazardous substances and solid waste under the Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, and other federal and state laws. Under CERCLA and similar state laws, strict, joint and several liability may be imposed on various parties, regardless of fault or the legality of the original disposal activity. Our funeral home and future cemetery and crematory operations will include the use of some materials that may meet the definition of “hazardous substances” under CERCLA or state laws and thus may give rise to liability if released to the environment through a spill or release. We cannot assure you that we will not face liability under CERCLA or state laws for any environmental conditions at our facilities, and we cannot assure you that these liabilities will not be material. Our funeral home and potential future cemetery operations are subject to regulation of underground and above ground storage tanks and laws managing the disposal of solid waste. If new requirements under local, state or federal laws were to be adopted, and were more stringent than existing requirements, new permits or capital expenditures may be required.

Our funeral home operations are generally subject to federal and state laws and regulations regarding the disposal of medical waste, and are also subject to regulation by federal, state or local authorities under the EPCRA. We are required by EPCRA to maintain, and report, to the regulatory authorities, if applicable thresholds are met, a list of any hazardous chemicals and extremely hazardous substances, which are stored or

used at our facilities.

We expect to acquire crematory operations in the future, either as part of a multi-location purchase or outright. Our future crematory operations may be subject to regulation under the federal Clean Air Act and any analogous state laws. If new regulations applicable to our crematory operations were to be adopted, they could require permits or capital expenditures that could increase our costs of operation and compliance.

RISKS RELATED TO THIS OFFERING AND OWNERSHIP OF THE SERIES A PREFERRED STOCK

The securities being offered will not be publicly tradable following the Offering and there is no assurance that there will ever be a public market for our Securities at any time.

There is no public trading market for our securities at this time and we cannot assure you that any market for our securities will ever develop. We have no plans to pursue a public market for our securities, and we cannot assure that we will ever register our securities or become a publicly traded company. Our securities are not readily marketable, and their value may be subject to adverse conditions that are impossible to predict. There can be no assurance that if it becomes necessary to sell or transfer our series A preferred stock, a buyer could be found, or a suitable purchase price could be obtained. With no public trading market, it may be extremely difficult or impossible for you to resell your series A preferred stock if you should desire to do so. In addition, there can be no assurance that, in the event you are able to find a purchaser for your series A preferred stock, that you will be able to resell such securities at the price you paid in this offering. Therefore, prospective investors who require liquidity in their investment should not rely upon the series A preferred stock being offered under this offering as a short-term component of their return on investment.

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This is a fixed price offering and the fixed offering price may not accurately represent the current value of us or our assets at any particular time. Therefore, the purchase price you pay for our shares may not be supported by the value of our assets at the time of your purchase.

This is a fixed price offering, which means that the offering price for our shares is fixed and will not vary based on the underlying value of our assets at any time.  Our board of managers has determined the offering price in its sole discretion.  The fixed offering price for our shares has not been based on appraisals of any assets we own or may own, or of our company as a whole, nor do we intend to obtain such appraisals.  Therefore, the fixed offering price established for our shares may not be supported by the current value of our company or our assets at any particular time.

Management has broad discretion in using the proceeds from this Offering.

We plan to use the proceeds from this offering to fund acquisitions pursuant to existing option agreements with certain of our operating businesses and for debt repayment. We have broad discretion in the application of proceeds and the timing of the expenditure of the proceeds of this Offering. If we fail to apply the proceeds effectively, we may not be successful in implementing our business plan. You will not have the opportunity to evaluate all of the economic, financial or other information upon which we base our decisions.

You will not have a vote or influence on the management of our company.

All decisions with respect to the management of our company will be made exclusively by the officers, directors, managers or employees of our company. You, as an investor in our series A preferred stock, have very limited voting rights and will have no ability to vote on issues of company management and will not have the right or power to take part in the management of our company and will not be represented on the board of directors of our company. Accordingly, no person should purchase our series A preferred stock unless he or she is willing to entrust all aspects of management to our company.

We may amend our business policies without stockholder approval.

Our board of directors determines our growth, investment, financing, capitalization, borrowing, operations and distributions policies. Although our board of directors has no intention at present to change or reverse any of these policies, they may be amended or revised without notice to holders of our series A preferred stock. Accordingly, holders of our series A Preferred stock will not have any control over changes in our policies. We cannot assure you that changes in our policies will serve fully the interests of all holders of our series A preferred stock.

We cannot assure you that we will be able to pay dividends.

Our ability to pay dividends on our series A preferred stock is dependent on our ability to operate profitably and to generate cash from our operations and the operations of our operating businesses. We cannot guarantee that we will be able to pay dividends as required by the terms of our series A preferred stock. 

Certain provisions of our proposed amended and restated charter may make it more difficult for a third party to effect a change-of-control.

Our amended and restated charter which we expect to file with the Secretary of State of the State of Delaware immediately prior to the initial closing of this offering will authorize our board of managers to issue up to a certain number of shares of preferred stock. The preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our board of managers without further action by the stockholders. These terms may include voting rights including the right to vote as a series on particular matters, preferences as to dividends and liquidation, conversion rights, redemption rights and sinking fund provisions. The issuance of any preferred stock could diminish the rights of holders of existing shares, and therefore could reduce the value of such shares. In addition, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell assets to, a third party. The ability of our board of managers to issue preferred stock could make it more difficult, delay, discourage, prevent or make it costlier to acquire or effect a change-in-control, which in turn could prevent our stockholders from recognizing a gain in the event that a favorable offer is extended and could materially and negatively affect the value of our common stock.

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Upon the completion of this offering, we do not expect to elect to become a public reporting company under the Exchange Act, or publicly report on an ongoing basis as an “emerging growth company” under the reporting rules set forth under the Exchange Act. In any case, we will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. As such, we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not “emerging growth companies,” and our stockholders could receive less information than they might expect to receive from more mature public companies.

Upon the completion of this offering, we do not expect to elect to become a public reporting company under the Exchange Act. If we were to elect to do so, we would be required to publicly report on an ongoing basis as an “emerging growth company” (as defined in the JOBS Act) under the reporting rules set forth under the Exchange Act. For so long as we were to remain an “emerging growth company,” we would be able to take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not “emerging growth companies,” including but not limited to:

● not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

● taking advantage of extensions of time to comply with certain new or revised financial accounting standards;

● being permitted to comply with reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and

● being exempt from the requirement to hold a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

A company could remain an “emerging growth company” for up to five years, although if the market value of its common stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, such company would cease to be an “emerging growth company” as of the following December 31.

We do not expect to elect to become a public reporting company under the Exchange Act and we will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. The ongoing reporting requirements under Regulation A are more relaxed than for “emerging growth companies” under the Exchange Act. The differences include, but are not limited to, being required to file only annual and semiannual reports, rather than annual and quarterly reports. Annual reports are due within 120 calendar days after the end of the issuer’s fiscal year, and semiannual reports are due within 90 calendar days after the end of the first six months of the issuer’s fiscal year.

In either case, we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not “emerging growth companies,” and our stockholders could receive less information than they might expect to receive from more mature public companies.

We may not raise sufficient funds to implement our business plan.

In our Use of Proceeds discussion below, we present a table showing our expected uses of proceeds assuming the sale of 25%, 50%, 75% and 100% of the securities offered for sale in this offering by us. If we fail to sell at least 25% of the series A preferred stock we are offering, we may not be able to implement a material portion of our planned use of proceeds. This could have a deleterious effect on your investment in us.

We may terminate this Offering at any time during the Offering period.

We reserve the right to terminate this Offering at any time, regardless of the number of shares sold. In the event that we terminate this Offering at any time prior to the sale of all of the shares offered hereby, whatever amount of capital that we have raised at that time will have already been utilized by our company and no funds will be returned to subscribers.

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USE OF PROCEEDS

We estimate that we will receive net proceeds of approximately $10,882,000 if the maximum number of shares of series A preferred stock being offered are sold after deducting the estimated underwriting discount and estimated offering expenses payable by us.

The following table below sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100% of the securities offered for sale in this offering by us. For further discussion, see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

	25% of Offering Sold			50% of Offering Sold		75% of Offering Sold		100% of Offering Sold
Offering Proceeds
Shares Sold		300,000			600,000		900,000		1,200,000
Gross Proceeds	$	3,000,000		$	6,000,000	$	9,000,000	$	12,000,000
Underwriting Commissions (7%)		210,000			420,000		630,000		840,000
Processing Fees (0.5%)		15,000			30,000		45,000		60,000
Net Proceeds Before Expenses		2,775,000			5,550,000		8,325,000		11,100,000
Offering Expenses
Underwriter Expenses		30,000			30,000		30,000		30,000
Legal & Accounting		165,000			165,000		165,000		165,000
Publishing/EDGAR		5,000			5,000		5,000		5,000
Transfer Agent		5,000			5,000		5,000		5,000
Blue Sky Compliance		13,000			13,000		13,000		13,000
Total Offering Expenses		218,000			218,000		218,000		218,000
Amount of Offering Proceeds Available for Use		2,557,000			5,332,000		8,107,000		10,882,000
Uses*
Payoff of Bridge Loans		1,767,753			1,767,753		1,767,753		1,767,753
Exercise of Option Agreement and refinance of debt of Premier Funeral Management Group, LLC		292,581			292,581		292,581		292,581
Exercise of Option Agreement and refinance of debt of Premier Funeral Management Group II, LLC		287,851			287,851		287,851		287,851
Exercise of Option Agreement Funeral and refinance of debt of Premier of Management Group VI, LLC		541,412			541,412		541,412		541,412
Exercise of Option Agreement Funeral and refinance of debt of Premier Funeral Management Group VII, LLC		289,210			289,210		289,210		289,210
Exercise of Option Agreement Funeral and refinance of debt  of PF Management Services, III, LLC		817,248			817,248		817,248		817,248
Refinance of Premier Funeral Management Group V, LLC debt		448,840			448,840		448,840		448,840
Transaction costs related to exercise of Option Agreements		240,675			240,675		240,675		240,675
Total Expenditures		4,685,570			4,685,570		4,685,570		4,685,570
Net Remaining Proceeds Reserved for General Corporate Purposes	$	(2,128,570	)	$	646,430	$	3,421,430	$	6,196,430

* Debt payoff and option exercise costs as of December 31, 2019

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We intend to use the net proceeds from this offering to fund acquisitions pursuant to the exercise of existing option agreements with certain of our operating businesses and for debt repayment.

As of the date of this offering circular and except as explicitly set forth herein, we cannot specify with certainty all of the particular uses of the net proceeds from this offering. Pending use of the net proceeds from this offering as described above, we may invest the net proceeds in short-term interest-bearing investment grade instruments.

The expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve and change. The amounts and timing of our actual expenditures, specifically with respect to working capital, may vary significantly depending on numerous factors. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

The above description of the anticipated use of proceeds is not binding on us and is merely a description of our current intentions. We reserve the right to change the above use of proceeds if management believes it is in the best interests of our company.

DETERMINATION OF OFFERING PRICE

There will be no trading market for our series A preferred stock upon issuance and we do not expect any trading market to develop for the series A preferred stock. The series A preferred stock is being sold at par, which we have determined to be $10.00 per share, and it is expected that at some time after the initial closing of this offering we will exercise our right to call the series A preferred stock for redemption at a call price equal to 150% of par (i.e., of the original issue price of the series A preferred stock) or that, after the fifth anniversary of the initial closing of this offering, holders of the series A preferred stock will exercise their right to put their shares of series A preferred stock to us at 150% of par. Accordingly, the $10.00 price per share of series A preferred stock is arbitrary and represents the amount of investment made by an investor for purposes of determining the redemption price upon a put or call (i.e., the redemption price will be 150% of the purchase price or $15.00 per share of series A preferred stock).

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DIVIDEND POLICY

Dividends on the series A preferred stock being offered will be cumulative and payable quarterly in arrears to all holders of record on the applicable record date. Holders of our series A preferred stock will be entitled to receive cumulative dividends in the amount of $0.175 per share each quarter, which is equivalent to the annual rate of 7% of the $10.00 original per share purchase price; provided that upon an event of default (generally defined as our failure to pay dividends when due or to redeem shares when requested by a holder), such amount shall be increased to $0.25 per quarter, which is equivalent to the annual rate of 10% of the $10.00 original per share purchase price. Dividends on shares of our series A preferred stock will continue to accrue even if any of our agreements prohibit the current payment of dividends or we do not have earnings.

Our anticipated source of funds to pay the cumulative dividends for our series A preferred stock will be from net operating income, retained earnings and the proceeds of the refinancing of our other indebtedness.  We believe that our net operating income will increase as we deploy the funds raised in this offering in a manner consistent with the use of proceeds described in this offering circular.  We expect that our retained earnings will increase as we increase net operating income and we expect to refinance other indebtedness on our properties based upon our increased net operating income and then use the proceeds of such refinancing along with our retained earnings to repay investors.

See also “Risk Factors—Risks Related to this Offering and Ownership of Our series A preferred stock—We cannot assure you that we will be able to pay dividends.”

We have never declared dividends or paid cash dividends on our common stock. Our board of directors will make any future decisions regarding dividends. We currently intend to retain and use any future earnings for the development and expansion of our business and, other than as indicted above with respect to the series A preferred stock, we do not anticipate paying any cash dividends in the near future. Our board of directors has complete discretion on whether to pay dividends. Even if our board of directors decides to pay additional dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following management’s discussion and analysis of financial condition and results of operations provides information that management believes is relevant to an assessment and understanding of our plans and financial condition. The following selected financial information is derived from our historical financial statements should be read in conjunction with such financial statements and notes thereto set forth elsewhere herein and the “Cautionary Note Regarding Forward-Looking Statements” explanation included herein.

Overview

We acquire and operate funeral homes and related businesses, primarily in tier 2 – 4 markets in the United States. We are a Delaware corporation that was incorporated on January 31, 2020, but we were formed originally as a Delaware limited liability company on December 11, 2012 under the name PF Management Services, LLC. We converted from a limited liability company to a corporation in Delaware on February 1, 2020. We serve as the management company for one wholly owned and six affiliated, independent operating businesses, all of which we refer to as the operating businesses. We refer to the six affiliated, independent operating businesses, which are independent legal entities, as the independent operating companies. Based in Naples, Florida, we operate seven businesses with 14 locations on a consolidated basis and we plan to operate in 23 states located throughout the Midwest, Mid-South, Appalachian, Mid-Atlantic and Mid-Eastern regions of the United States. These target markets represent our current base of businesses and other markets where we plan to operate in the future. These are the same markets in which our senior management team has operated death care and complementary businesses throughout their careers.

We serve as the management company for the operating businesses of the Remembrance Group, a brand name used to describe our consolidated operating businesses. We provide consulting and management services, such as accounting and bookkeeping services, developing operational plans, and workforce management and recruitment to Remembrance Group’s funeral homes and other non-competing clients. We employ Remembrance Group’s executive officers and have contractual management administrative services agreements, which we refer to as MSAs, with each of Remembrance Group’s six independent operating companies. The MSAs in effect enable the independent operating companies to operate with us on a consolidated basis.

We also have option agreements in place, which we refer to as the option agreements, to acquire, at our option, 100% of the ownership interests in each of the six independent operating companies.

Recent Developments

On February 14, 2020, the Company entered into an agreement to divest one of its funeral home businesses that was not majority owned by the Company but whose financial results were included in the Company’s consolidated financial data as of December 31, 2019 and 2018. The Company has entered into a long-term management agreement with this funeral home business and will receive management fees but will no longer exert the power to direct the activities that most significantly impact this operating business entity’s economic performance. Therefore, the f9nancial results of this business will no longer be included in the Company’s consolidated financial results. Management believes that there will be a minimal financial impact on the consolidated financial results from this divesture.

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Results of Operations

	Years Ended December 31,
	2019			2018
	(audited)			(audited)
Statements of Operations Data
Total revenues	$	8,854,905		$	9,166,966
Cost and expense applicable to revenue		1,752,413			1,745,394
Corporate payroll		3,171,285			3,360,865
Depreciation and amortization expense		896,005			899,697
Other operating expenses		2,351,628			2,142,244
Interest expense		1,831,175			1,780,664
Other income (loss)		(658,107	)		(413,416	)
Net loss	$	(1,805,708	)	$	(1,175,314	)
Net income (loss) attributable to the non-controlling interest	$	(825,588	)	$	(874,617	)
Net income (loss) attributable to common and preferred units	$	(980,120	)	$	(300,697	)
Weighted average shares - basic		8,015,562			7,676,205
Weighted average shares - diluted		8,165,562			8,253,037
Net loss per share - basic and fully diluted		(.12	)		(.04	)

	As of			As of
	31-Dec-19			31-Dec-18
	(audited)			(audited)
Balance Sheet Data
Cash and cash equivalents		459,099			182,435
Preneed receivables, net and trust investments		2,997,120			2,673,221
Total assets		15,705,934			15,956,042
Total liabilities		27,065,673			25,506,923
Stockholders’ equity (deficit)		(11,359,739	)		(9,550,881	)
Total liabilities and stockholders’ equity (deficit)		15,705,934			15,956,042

Comparison of Years Ended December 31, 2019 and 2018

Revenues. For the year ended December 31, 2019, we had total revenues of $8,854,905, as compared to $9,166,966 for the year ended December 31, 2018, a decrease of $312,061. Service revenue decreased $85,107 from year ended December 31, 2018 to $5,048,660. Property and merchandise revenue increased $88,034 from year ended December 31, 2018 to $3,595,547. The decrease in revenues between the periods was primarily due to a decrease of $314,988 in other revenues. Other revenues for 2018 included a one-time $39,838 investment gain charge as well as operational gains of $121,751 from pre-arranged funeral performance audits which occurred in 2018 on all preneed funeral trust accounts.

Expenses. For the year ended December 31, 2019, we had total expenses of $10,002,506, as compared to $9,928,864 for the year ended December 31, 2018, an increase of 1%. Total expenses for the year ended December 31, 2019 consisted of costs and expenses applicable to revenue of $1,752,413, corporate payroll expenses of $3,171,285, depreciation and amortization expense of $896,005, other operating expenses of $2,351,628 and interest expense of $1,831,175, while total expenses for the year ended December 31, 2018 consisted of costs and expenses applicable to revenue of $1,745,394, corporate payroll expenses of $3,360,865, depreciation and amortization expense of $899,697, other operating expenses of $2,142,244 and interest expense of $1,780,664.

Corporate Payroll. For the year ended December 31, 2019, we had corporate payroll expenses of $3,171,285, or 36% of revenues, as compared to $3,360,865, or 37% of revenues, for the year ended December 31, 2018, a decrease of $189,580 or 6% year over year. Corporate payroll decreased as a result of our on-going efforts in converting fixed labor costs to variable labor costs utilizing more part time employees and contract labor.

Interest Expense. For the year ended December 31, 2019, we had interest expense of $1,831,175, as compared to $1,780,664 for the year ended December 31, 2018, an increase of $50,511. The increase in interest expense was due to additional debt incurred related to our 2019 borrowings of $1,600,000 in convertible unsubordinated debt and contractual annual increases in our capital lease obligations.

Net Loss. The factors described above resulted in a net loss of $1,805,708 for the year ended December 31, 2019, as compared to $1,175,314 for the year ended December 31, 2018.

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Liquidity and Capital Resources

As reflected in the accompanying consolidated financial statements, at December 31, 2019, our company had cash and cash equivalents of $459,099, a working capital deficit of $891,468 and an equity deficit of $11,359,739.

In addition to cash generated through operations, we use a variety of sources to fund our cash needs, including bridge loans, which totaled approximately $1,600,000 in 2019.

Off-Balance Sheet Arrangements

As of December 31, 2019, we had no off-balance sheet arrangements.

Critical Accounting Policies

Use of Estimates in the Preparation of Financial Statements

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. As a result, actual results could differ from these estimates.

Cash and Cash Equivalents

For purposes of the consolidated statements of cash flows, our company considers all highly liquid investments that are purchased within three months or less of an instrument’s maturity date to be cash equivalents.

Revenue Recognition

The Company’s revenues are derived from contracts with customers through sale and delivery of death care products and services. Primary sources of revenue are derived from Funeral Home operations generated both at the time of death (“at-need”) and prior to the time of death (“pre-need”), classified on the Consolidated Statements of Operations as Service Revenue and Property and Merchandise Revenue and investment income which includes income earned on assets maintained in service trusts related to sales of Funeral Home services occurring prior to the time of death and required to be maintained in the trust by state law as well as interest earned on pre-need installment contracts. Investment income is presented within Other revenue on the Consolidated Statements of Operations.

Revenue is recognized when control of the merchandise or services is transferred to the customer. Our performance obligations include the delivery of Funeral and Cemetery property, merchandise and services. Control transfers when merchandise is delivered or services are performed. Sales taxes collected are recognized on a net basis in our consolidated financial statements. On our at-need contracts, we generally deliver the merchandise and perform the services at the time of need.

We also sell price-guaranteed pre-need contracts through various programs providing for future merchandise and services at prices prevailing when the agreements are signed. Revenue associated with sales of pre-need contracts is deferred until control of the merchandise or the services is transferred to the customer, which is upon delivery of the merchandise or as services are performed, generally at the time of need. Revenue is recognized at the time of delivery when control of the memorialization merchandise is transferred.

All personalized marker merchandise is sold on an at-need contract, when delivery is made with manufacturer fulfillment, we will:

● purchase the merchandise from vendors,

● personalize such merchandise in accordance with the customer’s specific written instructions,

● install or deliver for installation the merchandise, based on the customer’s instructions and

● transfer title to the customer.

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We recognize revenue during the period in which it was sold. There is no general right of return for delivered items. Costs related to delivery or performance of merchandise and services are charged to expense when merchandise is delivered, or services are performed.

Total consideration received for price-guaranteed pre-need and for at-need contracts with customers represents the stated amount of the contract excluding any amounts collected on behalf of third parties, such as sales taxes. Additionally, pursuant to state or provincial law, all or a portion of the proceeds from merchandise or services sold on a pre-need basis may be required to be deposited into trust funds and earnings on these trust funds, which are specifically identifiable for each performance obligation, are also included in total consideration.

The total consideration received for contracts with customers is allocated to each performance obligation based on relative selling price. Relative selling prices are determined by either the amount we sell the performance obligation for on a stand-alone basis or our best estimate of the amount we would sell it for based on an adjusted market assessment approach that is consistent with our historical pricing practices.

Payment on at-need contracts is generally due at the time the merchandise is delivered or the services are performed. For pre-need contracts, payment generally occurs prior to our fulfillment of the performance obligations. Our pre-need contracts may also have extended payment terms. We do not accrue interest on pre-need receivables if they are not paid in accordance with the contractual payment terms given the nature of our merchandise and services, the nature of our contracts with customers, and the timing of the delivery of our services. We do not consider pre-need receivables to be past due until the merchandise or services are required to be delivered at which time the pre-need receivable is paid or reclassified as a trade receivable with payment terms of less than thirty days. For unfulfilled performance obligations on cancelable pre-need contracts, our Consolidated Balance Sheet reflects the net contract liability, which represents the amount we have collected from customers, in deferred revenue, net.

Pursuant to state or provincial law, all or a portion of the proceeds from services sold on a pre-need basis may be required to be deposited into trust funds. When we receive payments from the customer, we deposit the amount required by law into the service trusts and reclassify the corresponding amount from deferred revenue, net into deferred receipts held in trust. Amounts are withdrawn from the service trusts when we fulfill the performance obligations. Earnings on these trust funds, which are specifically identifiable for each performance obligation, are also included in total consideration. We defer these investment earnings related to the service trusts until the associated services are performed.

If a pre-need contract is canceled prior to delivery, state or provincial law determines the amount of the refund owed to the customer, if any, including the amount of the attributed investment earnings. Upon cancellation, we receive the amount of principal deposited to the trust and previously undistributed net investment earnings and, where required, issue a refund to the customer. In addition, we are entitled to retain, in certain jurisdictions, a portion of collected customer payments when a customer cancels a pre-need contract. We recognized these retained funds, if any, and the attributed investment earnings (net of any investment earnings payable to the customer) as revenue in the Consolidated Statement of Operations. In certain jurisdictions, we may be obligated to fund any shortfall if the amount refundable to the customer exceeds the funds in trust.

Accounts Receivable and Allowance for Doubtful Accounts

Our trade receivables primarily consist of amounts due for funeral services already performed. We provide various allowances and cancellation reserves for our receivables. These allowances are based on an analysis of historical trends of collection and cancellation activity. At-need receivables are considered past due after thirty days. Collections are generally managed by the locations or third-party agencies acting on behalf of the locations, until a receivable is one hundred eighty days delinquent at which time it is fully reserved and sent to a collection agency. These estimates are impacted by a number of factors, including changes in the economy, and demographic or competitive changes in our areas of operation.

Inventories

Funeral merchandise items are stated at the lower of average cost or net realizable value. Inventory costs and Cemetery property are relieved using specific identification in fulfillment of performance obligations on our contracts.

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Property and Equipment, Net

Property and equipment is stated at cost or, upon acquisition of a business, at the fair value of the assets acquired and depreciated on a straight-line basis. Maintenance and repairs are charged to expense, whereas renewals and major replacements that extend the assets useful lives are capitalized. Depreciation is recognized ratably over the estimated useful lives of the various classes of assets. Buildings and improvements are depreciated over a period ranging from seven to forty years, equipment is depreciated over a period from three to seven years, and leasehold improvements are depreciated over the shorter of the lease term or the life of the asset. When property or equipment is sold or retired, the cost and related accumulated depreciation are removed from the Consolidated Balance Sheet; resulting gains and losses are included in the Consolidated Statement of Operations in the period of sale or disposal.

Leases

We have lease arrangements related to real estate for funeral service locations that are classified as finance leases at December 31, 2019. Lease terms related to real estate generally range from seven to forty years with options to renew at varying terms. We consider reasonably assured renewal options and fixed escalation provisions in our calculation.

Fair Value of Measurements

We measure the available-for-sale securities held by our funeral services trusts at fair value on a recurring basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We utilize a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

● Level 1 - Financial assets or liabilities whose values are based on unadjusted quoted prices available in active markets for identical assets or liabilities.

● Level 2 - Financial assets or liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.

● Level 3 - Financial assets or liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.

An asset’s or liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Fixed income commingled funds and money market funds are measured at net asset value. Fixed income commingled funds and money market funds are redeemable for net asset value with two weeks’ notice and immediately, respectively.

We assess our investments in fixed income instruments for other-than-temporary declines in fair value on a quarterly basis. Prior to our adoption of the new guidance on financial instruments discussed below in “Recently Issued Accounting Pronouncements”, we also assessed our investments in equity instruments for other-than temporary declines in fair value on a quarterly basis. Impairment charges resulting from these assessments are recognized as investment losses in other income (expense), net. These investment losses, if any, are offset by the corresponding reclassification in other income (expense), net, related to deferred receipts held in trust.

Insurance-Funded Pre-Need Contracts

Where permitted by state or provincial law, we may sell a life insurance or annuity policy from third-party insurance companies, for which we earn a commission as general sales agent for the insurance company. These general agency commissions are based on a percentage per contract sold and are recognized as funeral revenue when the insurance purchase transaction between the pre-need purchaser and third-party insurance provider is completed. All selling costs incurred pursuant to the sale of insurance-funded pre-need contracts are expensed as incurred. Pre-need funeral contracts to be funded at maturity by third-party insurance policies totaled approximately $13,884,000 on a consolidated basis at December 31, 2019, however these policies are not recorded as an asset or liability on the consolidated balance sheet.

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We do not reflect the unfulfilled insurance-funded pre-need contract amounts in our Consolidated Balance Sheet. The policy amount of the insurance contract between the customer and the third-party insurance company generally equals the amount of the pre-need contract. Where jurisdictions allow, the policyholder may have made a revocable commitment to assign the proceeds from the policy to us at the time of need. The proceeds of the life insurance policies or annuity contracts will be reflected in funeral service and merchandise revenue as we perform these funerals.

Deferred Revenues

Revenues from the sale of services and merchandise as well as any investment income is deferred until such time that the services are performed and the merchandise is delivered. In addition to amounts deferred on new contracts, investment income, deferred revenues include deferred revenues from pre-need sales that were entered into by entities prior to our company’s acquisition of those entities or the assets of those entities. The Company provides for a profit margin for these deferred revenues to account for the projected future costs of delivering products and providing services on pre-need contracts that our company acquired through acquisition. These revenues and their associated costs are recognized when the related merchandise is delivered or services are performed and are presented on a gross basis on the Consolidated Statements of Operations.

Income Taxes

The Company was not subject to U.S. federal and most state income taxes for the years ended December 31, 2019 and 2018. For these years, when the Company was a Delaware limited liability company, the then members of the Company are liable for income tax in regard to their distributive share of the Company’s taxable income. Such taxable income may vary substantially from net income reported in the accompanying consolidated financial statements. The Company’s corporate subsidiaries and consolidated affiliates are also not subject to U.S. federal and most state income taxes. The members of the affiliated consolidated companies are liable for income tax in regard to their distributive share of the Company’s taxable income.

Accounting principles generally accepted in the United States of America require the Company to examine its tax positions for uncertain positions. Management is not aware of any tax positions that are more likely than not to change in the next 12 months or that would not sustain an examination by applicable taxing authorities. The Company’s policy is to recognize penalties and interest as incurred in its Consolidated Statement of Operations. The Company’s federal and various state income tax returns for 2017 through 2019 are subject to examination by the applicable tax authorities, generally for three years after the later of the original or extended due date.

Recent Accounting Pronouncements

In June 2016 and November 2018, the FASB amended “Financial Instruments” to provide financial statement users with more decision-useful information about the expected credit losses on debt instruments and other commitments to extend credit held by a reporting entity at each reporting date. This amendment replaces the incurred loss impairment methodology in the current standard with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to support credit loss estimates. The new guidance is effective for us on January 1, 2023, and we are still evaluating the impact of adoption on our consolidated results of operations, consolidated financial position and cash flows.

In February 2016, the FASB issued Accounting Standards Update 2016-02, “Leases”. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard also requires a lessor to classify leases as either sales-type, finance or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as financing. If the lessor doesn’t convey risks and rewards or control, an operating lease results. The new standard is effective for fiscal years beginning after deferred one year to January 1, 2021, including interim periods within those fiscal years. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available.

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We adopted the new guidance on January 1, 2019 using the full retrospective transition method. The full retrospective transition method included a number of optional practical expedients and accounting policy elections.

1. We elected a package of practical expedients to not reassess:

a. whether a contract is or contains a lease (as an accounting policy election, we will not reassess whether arrangements grandfathered under EITF 01-8 are or contain leases),

b. lease classification, or

c. initial direct costs.

2. We did not elect a practical expedient to use hindsight when determining lease term.

3. We did not elect the short-term lease recognition exemption.

4. The remaining practical expedients did not apply and did not have a material impact when examined.

Our current lease portfolio is composed of real estate. Upon adoption of this standard, we recognized a right-of-use asset and liability related to lease arrangements which were originally recorded as capital leases. The adoption of the new standard did not significantly impact our consolidated financial position due to the recognition of the right-of-use asset and liability for our leases as the leases were originally recorded as capital leases.

In January 2017, the FASB amended “Goodwill” to simplify the subsequent measurement of goodwill. The amended guidance eliminates Step 2 from the goodwill impairment test. Instead, impairment is defined as the amount by which the carrying value of the reporting unit exceeds its fair value, up to the total amount of goodwill. The new guidance is effective for us on January 1, 2020 and is not expected to have an impact on our consolidated results of operations, consolidated financial position, and cash flows.

In August 2018, the FASB amended “Fair Value Measurements” to modify the disclosure requirements. The amendment removes requirements to disclose (1) the amount of and reasons for transfers between levels 1 and 2 of the fair value hierarchy, (2) our policy for timing of transfers between levels, and (3) the valuation processes used in level 3 measurements. It clarifies that, for investments measured at net asset value, disclosure of liquidation timing is only required if the investee has communicated the timing either to us or publicly. It also clarifies that the narrative disclosure of the effect of changes in level 3 inputs should be based on changes that could occur at the reporting date. The amendment adds a requirement to disclose the range and weighted average of significant unobservable inputs used in level 3 measurements. The amended guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years and is not expected to have an impact on our consolidated results of operations, consolidated financial position, and cash flows.

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Our BUSINESS

Our Corporate History and Background

We acquire and operate funeral homes and related businesses, primarily in tier 2 – 4 markets in the United States. We serve as the management company for our one wholly owned and six affiliated, independent operating businesses, all of which we refer to as the operating businesses. We refer to the six affiliated, independent operating businesses, which are independent legal entities, as the independent operating companies. Based in Naples, Florida, we operate seven businesses with 14 locations on a consolidated basis and we plan to operate in 23 states located throughout the Midwest, Mid-South, Appalachian, Mid-Atlantic and Mid-Eastern regions of the United States. These target markets represent our current base of businesses and other markets where we plan to operate in the future. These are the same markets in which our senior management team has operated death care and complementary businesses throughout their careers.

We serve as the management company for the operating businesses of the Remembrance Group, a brand name used to describe our consolidated operating businesses. We provide consulting and management services, such as accounting and bookkeeping services, developing operational plans, workforce management and recruitment to Remembrance Group’s funeral homes and other non-competing clients. We employ Remembrance Group’s executive officers and have contractual management administrative services agreements, which we refer to as MSAs, with each of Remembrance Group’s six independent operating companies. The MSAs in effect enable the independent operating companies to operate with us on a consolidated basis.

Our Corporate Structure and History

We are a Delaware corporation that was incorporated on January 31, 2020, but we were formed originally as a Delaware limited liability company on December 11, 2012 under the name PF Management Services, LLC. We converted from a limited liability company to a corporation in Delaware on February 1, 2020.

We own 100% of Premier Funeral Management Group V LLC, a Delaware limited liability company, or PFMG V, our one wholly owned operating subsidiary. PFMG V was formed to acquire and operate the Premier Sharp Funeral Home in Tennessee.

Each of the six independent operating companies within the Remembrance Group is a Delaware limited liability company which was formed to acquire and operate one or more specific funeral businesses.

We have Option Agreements in place to acquire, at our option, 100% of the ownership interests in each of the six independent operating companies.

The six independent operating companies along with their wholly owned funeral businesses are listed below:

● Premier Funeral Management Group, LLC, or PFMG, which owns and operates the Creech Funeral Home in Kentucky.

● Premier Funeral Management Group II, LLC, or PFMG II, which owns and operates the Markwell & Son Funeral Home and the Greenwell Funeral Home in Illinois.

● Premier Funeral Management Group, IV, or PFMG IV, which owns and operates the operates the Whinery Funeral Service, the Rose Chapel Funeral Service and Whinery Huddleston , in Oklahoma.

● Premier Funeral Management Group, VI, or PFMG VI, which owns and operates the Masciarelli Family Funeral Homes in Massachusetts.

● Premier Funeral Management Group, VII LLC, or PFMG VII, which owns and operates the Adams Funeral Chapel in Illinois.

● Premier Funeral Management Services, III LLC, or PFMS III, which owns and operates the McFarland Funeral Chapel and Polk Memorial Gardens Cemetery in North Carolina.

Remembrance Group anticipates consolidating these independent operating companies into a unified ownership structure in the future and expects to use a substantial portion of the net proceeds of the Offering to exercise its acquisition rights under one or more of the Option Agreements.

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The following chart reflects our organizational structure as of the date of this offering circular.

 

Our Option Agreements

We have option agreements in place to acquire, at our option, ownership interests in each of the six independent operating companies. The material terms of these option agreements is described below:

● On September 24, 2015, we entered into an amended and restated option agreement with Premier Funeral Management Group, LLC, or PFMG, which owns and operates the Creech Funeral Home in Kentucky, and certain of its members and option and warrant holder pursuant to which these members, and the option and warrant holder, granted us an exclusive right and option to acquire ninety-nine percent (99%) of the outstanding membership interests in PFMG. We may exercise this option upon or at any time after (a) the earlier of (i) the repayment in full of all principal and accrued interest under PFMG’s outstanding small business administration loans or (ii) consent of the lenders for the transfer of the PFMG membership interests to us, and (ii) any federal or state regulatory body or other governmental authority approvals having been obtained. If we exercise this option, we must pay to each of the members of PFMG their unpaid tax liability amount distributable to such members under the PFMG operating agreement for the calendar year in which we exercise the option.

● On September 24, 2015, we entered into an amended and restated option agreement with Premier Funeral Management Group II, LLC, or PFMG II, which owns and operates the Markwell & Son Funeral Home and the Greenwell Funeral Home in Illinois, and its members and option and warrant holder pursuant to which these members, and the option and warrant holder, granted us an exclusive right and option to acquire one hundred percent (100%) of the outstanding membership interests in PFMG II. We may exercise this option upon or at any time after (a) the earlier of (i) the repayment in full of all principal and accrued interest under PFMG II’s outstanding small business administration loans or (ii) consent of the lenders for the transfer of the PFMG II membership interests to us, and (ii) any federal or state regulatory body or other governmental authority approvals having been obtained. If we exercise this option, it must pay to each of the members of PFMG II their unpaid tax liability amount distributable to such members under the PFMG II operating agreement for the calendar year in which we exercise the option.

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● On September 24, 2015, we entered into an amended and restated option agreement with Premier Funeral Management Group IV, LLC, or PFMG IV, which owns and operates the Whinery Funeral Service, the Rose Chapel Funeral Service and Whinery Huddleston, in Oklahoma, and its members and option and warrant holder pursuant to which these members, and the option and warrant holder, granted us an exclusive right and option to acquire one hundred percent (100%) of the outstanding membership interests in PFMG IV. We may exercise this option upon or at any time after (a) the earlier of (i) the repayment in full of all principal and accrued interest under PFMG IV’s outstanding small business administration loans or (ii) consent of the lenders for the transfer of the PFMG IV membership interests to us, and (ii) any federal or state regulatory body or other governmental authority approvals having been obtained. If we exercise this option, it must pay to each of the members of PFMG IV their unpaid tax liability amount distributable to such members under the PFMG IV operating agreement for the calendar year in which we exercise the option.

● On September 23, 2016, we entered into an option agreement with Premier Funeral Management Group VI, LLC, or PFMG VI, which owns and operates the Masciarelli Family Funeral Homes in Massachusetts, and its members pursuant to which these members granted us an exclusive right and option to acquire one hundred percent (100%) of the outstanding membership interests in PFMG VI. We may exercise this option upon or at any time after (a) the earlier of (i) the repayment in full of all obligations under PFMG VI’s outstanding debt and lease financing facilities provided by PFGM Holdings, L.L.C., a PFMG affiliate, or (ii) consent of the lender for the transfer of the PFMG VI membership interests to us, and (ii) any federal or state regulatory body or other governmental authority approvals having been obtained. If we exercise this option, we must pay to each of the members of PFMG VI their unpaid tax liability amount distributable to such members under the PFMG VI operating agreement for the calendar year in which we exercise the option.

● On September 23, 2016, we entered into an option agreement with Premier Funeral Management Group VII, LLC, or PFMG VII, which owns and operates the Adams Funeral Chapel in Illinois, and its members pursuant to which these members granted us an exclusive right and option to acquire one hundred percent (100%) of the outstanding membership interests in PFMG VII. We may exercise this option upon or at any time after (a) the earlier of (i) the repayment in full of all obligations under PFMG VII’s outstanding debt and lease financing facilities provided by PFGM Holdings, L.L.C., a PFMG affiliate, or (ii) consent of the lender for the transfer of the PFMG VII membership interests to us, and (ii) any federal or state regulatory body or other governmental authority approvals having been obtained. If we exercise this option, we must pay to each of the members of PFMG VII their unpaid tax liability amount distributable to such members under the PFMG VII operating agreement for the calendar year in which we exercise the option.

● On September 24, 2015, we entered into an option agreement with Premier Funeral Management Services, III LLC, or PFMS III, which owns and operates the McFarland Funeral Chapel and Polk Memorial Gardens Cemetery in North Carolina, and its members and option and warrant holder pursuant to which these members, and the option and warrant holder, granted us an exclusive right and option to acquire one hundred percent (100%) of the outstanding membership interests in PFMS III. We may exercise this option upon or at any time after (a) the earlier of (i) the repayment in full of all principal and accrued interest under PFMG IV’s outstanding small business administration loans, or (ii) consent of the lender for the transfer of the PFMS III membership interests to us, and (ii) any federal or state regulatory body or other governmental authority approvals having been obtained. If we exercise this option, we must pay to each of the members of PFMS III their unpaid tax liability amount distributable to such members under the PFMS III operating agreement for the calendar year in which we exercise the option.

The foregoing descriptions of the option agreements are only summaries, do not purport to be complete and are qualified in their entirety by reference to the full text of the option agreements, copies of which are attached hereto as exhibits 6.1 through 6.7.

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Our Strategy

We believe our corporate and operating strategy positions us for success in the current and evolving death care industry environment. The core elements of our strategy include:

● Target acquisitions in certain tier 2 through tier 4 markets that offer specific profiles.

● Execute a highly disciplined and efficient acquisition program.

● Implement an integration and operations plan after closing an acquisition.

● Focus on continuous top line growth and profitability and unmet customer demands.

● Build a talent and performance-based company.

● Provide value-added services to our acquired firms and independent businesses.

Target Acquisitions in Certain Tier 2 through Tier 4 Markets that Offer Specific Profiles. We generally target tier 2 through tier 4 markets, primarily in the Midwest, Mid-South, Appalachian, Mid-Atlantic and Mid-Eastern, where our team has operated funeral businesses during its members’ careers. If we find profitable acquisition opportunities in surrounding markets, we will pursue those acquisitions selectively. We typically pursue businesses that are independently owned, operate one to three locations, and generate approximately $1 - $3 million in gross revenue per location at a multiple of 4.0x – 6.0x trailing adjusted EBITDA basis. We also seek businesses that hold the leading or number two market share in the local area, which we believe is important for future growth, and have existing management and/or staff members we have evaluated and wish to retain after close.

We believe that our target markets offer numerous benefits. First, we have chosen the target markets based on the likelihood that we can realize rapid improvements at our acquired businesses in partnership with the previous owner and retained staff. Funeral homes in the “trade areas” we have selected are mostly small, independently owned and operated, and have conducted business in the same manner for decades. Funeral homes that meet our criteria in these markets also generally have bloated overhead expenses and inefficient purchasing. Most have extremely dated technology and reporting systems. The funeral homes in these areas generally do not focus on proactive marketing, branding, client development and packaged services for families. We target markets wherein we believe we can grow revenue and market share due to such competitive dynamics. Our “base case” goal is to increase EBITDA margins by 10% within several months after close and generate consistent year over year organic growth. We evaluate and confirm these market attributes during our due diligence process.

Additionally, we have found that these markets offer a large and growing base of owners interested in selling their properties, and we can buy them for near-historically low prices and on favorable terms. Currently, there are few active “consolidators” competing for these businesses in our target markets, creating a relatively large pool of available properties at nearly historically low price multiples and on favorable terms to our company. Numerous industry contacts estimate there is a steadily growing list of funeral home and cemetery properties currently for sale or that are in the process of preparing for sale.

Execute a Highly Disciplined and Efficient Acquisition Program. We believe we have developed an efficient and disciplined corporate development program that will allow us to grow continuously but profitably. First, we aim to never “overpay” for a business. We seek to pay between 4.0 – 6.0X adjusted EBITDA for the last twelve months for each acquisition (with exceptions, typically for larger, established businesses) and on terms that are favorable to our company. We propose that sellers carry up to 30% of the consideration in a seller promissory note with a term between 10 and 15 years. Through our experience evaluating, buying and restructuring funeral homes, we can complete initial financial and business due diligence within two to three days which allows our company to manage our corporate development efforts efficiently and quickly. Additionally, we leverage the networks and contacts of our local businesses and strategic partners to source potential acquisitions for our company, providing us the benefits of personal “insight” into such prospects and the ability to develop regional, cost-effective, clusters of funeral homes.

Implement an Integration and Operations Plan After Closing an Acquisition. We focus on expanding EBITDA margins through leveraging our volume purchasing agreements for products like caskets and vaults, eliminating or reducing excess expenditures, and right-sizing staffing levels, including contracted or outsourced services. We estimate we can immediately reduce an acquired business’ COGS through our vendor relationships and pricing with suppliers like Batesville, resulting in a gross profit and EBITDA margin expansion of approximately 2.0 - 3.0%. We also implement back office systems and controls, such as accounting and payroll functions, at our acquired businesses, to both improve system functionality and reduce costs associated with facility operations. Recent technological advances, particularly in the area of “cloud based” business services, have enabled us to integrate the systems of an acquired business into our accounting, financial and back- office software programs on a shorter timeframe than was possible even several years ago, providing us with around the clock visibility into the operating and financial performance of each company we acquire. Our goal is to implement these changes in collaboration with the local employees to minimize any disruptions associated with the sale of the business

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Focus on Continuous Top Line Growth and Profitability and Unmet Customer Demands. We have carefully chosen our initial target markets based on the likelihood that we can realize rapid improvements at our acquired homes in partnership with the previous owner and retained staff. We also assess each potential market we enter on an individual basis. Funeral homes in the “trade areas” we have selected are mostly small, independently owned and operated, and often have conducted business in the same manner for decades. The homes in these areas generally do not focus on proactive marketing, client development and packaged services for families, in our experience. We embrace evolving consumer expectations of funeral businesses, such as personalized services and cremation-based funerals. We believe these consumer preferences are generally unmet by the industry, an aspect of the funeral industry that has been demonstrated by numerous third-party market studies

In terms of marketing, “modern” practices, like customer relationship management, or CRM, and referral generation initiatives, often don’t exist in a particular trade area. We, however, focus on developing and implementing a customized growth program for each business we acquire. Our general approach involves providing outstanding client service levels and innovative product and service offerings. Our company employs various marketing approaches in each market, including brand differentiation, ongoing client and prospect relationship management, public and community relations, on and off-site events, and various other initiatives proven to drive market share and revenue, as well as client satisfaction. In our experience, such efforts can generate annual double-digit growth at each business location

Build a Talent and Performance Based Company. We believe that a top-tier team - from executive level members to junior employees at our local funeral homes - is a critical element of our strategy to build an industry- leading death care business. We seek to recruit, hire and retain top-performing employees through a systematic process and core focus of our company. Prospective employees are professionally evaluated to assess their skills, interests and potential to succeed in their position. We aim to create individual performance and growth programs for all employees and continually measure and provide feedback associated with established goals and actual performance. We also implement compensation programs that are connected to individual and group performance

Competitive Strengths

We believe that our focus on secondary markets in certain Midwest, Mid-South, Appalachian, Mid-Atlantic and Mid-Eastern states provides our company with several strategic advantages. We believe that these markets offer a large and growing base of owners interested in selling their properties, and we believe we can buy those properties for near-historically low prices and on favorable terms. Twenty of our twenty-three initially targeted states rank in the top twenty-four states for potential funeral services market size. The sector’s competitive dynamics in these geographic areas offer significant opportunities to improve an acquired location’s financial performance and local market share. These areas also are largely insulated from the downward per-service revenue pressure created by the growing trend of cremation due to their location in the “Bible Belt”, which has historically seen greater focus on traditional values and burial practices.

In addition, we believe the following competitive strengths position us well to implement our acquisition and market growth strategy. These include:

● Focus on Calls – We define calls for our funeral homes as the number of “deceased” whose families we serve. Continued management efforts to relate all location activities and expenses to a positive impact on Call growth.

● Experienced, proven management team.

● Operational expertise and focus.

● Disciplined, value-oriented approach towards acquisitions.

● Innovative approach to funeral home operations and strategy.

● Strategic partnerships and relationships.

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Focus on Calls

Senior management’s relentless focus on calls permeates all aspects of our funeral homes’ daily operations. We believe that everything our firm’s employees do in some way ties back to the decision made by a potential client to choose a funeral home for their future needs and we want that funeral home to be one of ours. We constantly educate our employees in this belief.

Experienced, Proven Management Team. Our team includes executives who have spent their careers in the funeral home industry and offer a proven track record of purchasing, integrating and restructuring funeral home properties. The team also includes successful executives from the hospitality, retail, marketing and financial sectors, from which they bring “best practices” generally not employed by the owners of funeral businesses. Additionally, this team has demonstrated an ability to drive top line growth every year, improved client services and expanded EBITDA margins. Members of our executive team also have also accomplished successful exits for their investors in the past.

Operational Expertise and Focus. We believe our management team, network and executives who will join our company after the close of each acquisition possess the expertise and experience in all critical areas required to execute our strategy. Our team includes executives who have spent their lifelong careers in the death care industry and offer a proven track record of purchasing, integrating and operating successful businesses.

Strategic Partnerships and Relationships. Though the Remembrance Group is an early stage firm in the traditional sense, our team possesses decades of experience and we are acquiring mature, existing businesses that believe in us and are leaders in their markets. We also have relationships with Tier 1 suppliers and service providers in the industry and have negotiated discounted rates that we believe are typically provided to the largest corporate death care company owners and operators. Additionally, we have sought out professional advisors which/who are generally considered leading experts in the death care industry; these include financial and accounting advisory; legal and regulatory services; and transaction and acquisition advisory.

Our Management Services and Fees

Through MSAs we provide various management services to the operating businesses in exchange for a management fee as described below.

Services Provided

In accordance with the terms of the MSAs, we act as a management company and have the following rights and responsibilities with respect to the operating businesses:

● We manage each specific operating business;

● We can employ, discharge, terminate, determine compensation for and other arrangements with and supervise all present or future officers, employees, agents, independent contractors, consultants and representatives of the specific operating business; and

● We can negotiate, execute on behalf of the operating business, or otherwise enter into, adjust, compromise or deal with, contracts, agreements and documents relating to the business.

Management services provided to the operating businesses by us include, but are not limited to, the following:

● Maintain or cause the operating business to maintain accurate financial accounts and records evidencing all transactions in respect of the operations of the business and provide financial, accounting and operational systems, including various technology platforms, related to such systems, as well as the management of the business’ cash inflows and outflows (cash management);

● Create or cause the business to create a business strategy and growth and operational plan for the business, and establish associated performance metrics, goals and budgets;

● Evaluate, negotiate and execute, or cause the business to evaluate, negotiate and execute, agreements with various vendors, service providers, and others to provide products and services to the business and, if applicable, pay or cause the business to be responsible for providing payments for such products and services;

● Assist with the recruiting, evaluation, on-boarding, training, retention, and management of employees, independent contractors, consultants and other representatives of the business as well as developing performance-based incentive plans for the business;

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● Conduct and cause the business to conduct all activities of the business in accordance with all known federal, state and local laws and governmental rules and regulations and ordinances applicable to the operations of the business;

● Cause the business to timely pay all of its obligations to third parties;

● Provide ongoing assessments of business activity, including the measurement of financial and operational performance, market share and growth results, client satisfaction, benchmarking against industry “best practices” and peers, and the like, all compared to established goals, milestones and targets established by the business and by us;

● Cause our employees and agents to keep confidential all knowledge and information of a non-public nature regarding the business which they now know or hereafter come to know;

● Make such reports regarding the business as the board of managers of the business may reasonably require from time to time and develop an annual budget for the business in accordance with the firm’s operating agreement; and

● Provide such other services as are reasonably necessary for the business to ensure the efficient delivery of funeral and related services and agreed to in writing by the parties.

Reimbursements and Management Fee(s).

In exchange for providing the services listed above, each operating company pays us compensation on an ongoing basis, including a management fee as described below.

Reimbursements. The operating businesses reimburse us for any expenses, payments, fees, and other costs incurred by us on behalf of the businesses. These expenses include, for example, payments associated with casket product purchases and employee benefits programs.

Minimum Balance Amount. Pursuant to the terms of the MSAs, we and the operating businesses establish a minimum level of liquid capital to operate the specific operating business (a Minimum Balance Amount).

Management Fee. Each of the operating businesses pays us a management fee according to the following calculations:

● Base Management Fee. The base management fee equals nineteen and thirty-three and one-third percent (19.33%) of the net cash increase at the operating business on a month to month basis and the base management fee can equal up to one hundred percent (100%) of the increase in the business’ combined cash balances.

● Additional Management Fee. In addition to the base management fee, we may increase the total management fee during the period in an amount equal to the fair market value of management services provided during the period.

● Management Services and Fees To-Date. Our company has not completely implemented the specific formulas above and instead has generally taken a flexible approach to the minimum cash balances and management fee amounts based on the ongoing financial results of the operating businesses. Establishing a specific management fee amount that would be paid by the operating businesses each month has been discussed as an enhancement to accounting and tax preparation practices.

Pipeline of Late Stage and Potential Acquisitions

A core component of our strategy is to consistently have a robust pipeline of targets we are sourcing, evaluating, pursuing, and moving to acquire.

We seek to accomplish this through managing and building our extensive network of industry brokers, advisors, operators and executives, as well as encouraging the managers at our acquired businesses to source potential transactions for our company. We believe this approach yields valuable insights into the overall quality of a target funeral home business and its staff, plus it allows our company to build regional “clusters” surrounding our existing businesses. However, consummating the proposed acquisitions cannot be guaranteed and is subject to final negotiations which are yet to be determined.

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Our Market Opportunity

The Funeral Industry. We believe current market dynamics and trends are ideal to implement our company’s business and growth strategy. In 2018, United States sales related to funeral services totaled nearly $15.2 billion, a 10.7% increase since 2014. As of 2019, there were approximately 19,136 funeral home locations in the United States according to National Directory of Morticians Redbook. The “death care” industry is highly fragmented. There are three publicly traded companies that operate funeral homes and cemeteries in North America, which control an estimated 10.8% of funeral homes in the United States and the remaining 89.2% are privately owned by families or individuals; 97% of these businesses employ fewer than 20 employees and 89% employ less than 10 employees. The publicly traded companies include Service Corporation International, the largest provider of death care products and services in the US, StoneMor Partners, L.P., which primarily focuses on cemetery operations, and Carriage Services, Inc.

Large and Growing Market. The industry is growing steadily, driven by current demographic (baby boomer-death rate) trends. According to ACL.Gov and the Census Bureau, the United States population over 65 years of age was 50.9 million in 2016 and is expected to rise to 83.7 million by 2052, a 64% increase and compound annual growth rate of about 2%. An increase in the number of older Americans inevitably leads to an increasing number of deaths, while controlling for improvements in end-of-life stage healthcare, as well as increases in obesity and associated diseases that reduce life expectancy. The number of deaths per year in the United States was 2.9 million in 2017 according to the Center for Disease Control and Prevention, up from 2.5 million in 2014, an increase of approximately 3% per year. Combining this increase in the annual number of deaths with an expected decrease in the total number of business locations to service those cases results in an expected double-digit market opportunity for existing funeral businesses.

We have carefully chosen our initial target markets based on the likelihood that we can realize rapid improvements at our acquired Funeral Homes in partnership with the previous owner and retained staff. Funeral Homes in the “trade areas” we have selected are mostly small, independently owned and operated, and have conducted business in the same manner for decades. The Funeral Homes in these areas generally do not focus on proactive marketing, client development and packaged services for families. More “modern” marketing practices, like customer relationship management and referral generation programs, often do not exist in a trade area. We confirm this market attribute during our due diligence process. Funeral homes that meet our criteria in these markets also have bloated overhead expenses and inefficient purchasing. After close of an acquisition, we will expand our earnings before interest, tax, depreciation and amortization (EBITDA) margins through general and administrative expense reductions and implement product purchasing initiatives. By providing back office services, such as accounting and payroll functions, to our acquired businesses, we will both improve system functionality and reduce costs associated with facility operations.

Large and Growing Number of Acquisition Opportunities and Limited Competition to Acquire Them. The owners of independent funeral homes mirror the overall aging population trends in the US. As in many sectors with family-owned businesses, Baby Boomers are getting older and are looking to retire. Often, their children do not wish to take over the family business and instead pursue other opportunities. The main industry association, in fact, predicts an increasing shortage of funeral directors in the near future We believe that this macro trend is creating an increasing number of funeral homeowners who wish to sell. In tier 2 through tier 4 markets, on which we focus, there are few buyers for individual funeral homes and associated properties due to the larger size requirements of the publicly traded players and large regional consolidators. This creates a large pool of available properties at nearly historically low price multiples and on favorable terms to our company. With more than 59% of the funeral homes in the US being independently owned and operated and falling within the $1 to $3 million in revenue range, we feel this represents a unique acquisition opportunity for our specific operating model. To date, these businesses have been mostly ignored by consolidators in our industry. There are a limited number of interested buyers for these independent properties in tier 2 through 4 markets, providing us with acquisition opportunities on favorable terms. Numerous industry contacts estimate there is a steadily growing list of funeral home and cemetery properties currently for sale or that are in the process of preparing for sale.

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Strong Financial Profile of Funeral Business. We believe that the financial profile of operating a single funeral home – or many of them – makes these businesses a highly attractive asset class for lenders, private equity and a disciplined platform-build strategy. In the last four decades, our core team has demonstrated – in multiple death care companies, US regions, and varied funeral home profiles – that we can quickly expand EBITDA margins, grow revenues and capture additional market share. Minimal capital expenditures, or Capex, are required. Often, the appraised value of the real estate portion of the business is greater than 75% of the total consideration paid for the business. The industry is generally stable, but current population trends suggest continued robust growth. Due to the market conditions already discussed, we are able to buy at low multiples and we estimate sellers will partially finance a transaction up to 30% of the total price. Acquired properties with our target profile are typically cash flow positive upon closing and begin generating cash flow within two months, according to our experience and estimates.

Competition

We face competition in all our markets. Most of our competitors are and will be independent operations. Our ability to compete successfully depends on our management’s forward vision, timely responses to changes in the business environment, our operating business’ ability to maintain a good reputation and high professional standards as well as offer products and services at competitive prices. We anticipate that additional consolidators will enter the industry and likely pursue acquisitions in our market areas, potentially increasing the average consideration required to successfully purchase a Funeral Home business. If we face price competition in our markets, or if local competitors successfully exploit the fact that our acquired businesses are now owned by a perceived “corporate consolidator,” we will be challenged to successfully execute our business plan in a given market. Independent operators of funeral businesses have historically shown immediate defensive marketing efforts when one of their competitors has sold to a consolidator. They begin to label such businesses as “corporate owned” and market their own companies as “locally owned.”

Regulation

Federal, State and/or Local Regulatory Compliance

Our operations are subject to regulation, supervision, and licensing under numerous federal, state, and local laws, ordinances, and regulations, including extensive regulations concerning trust funds, preneed sales of funeral and cemetery products and services, and various other aspects of our business. For example, the funeral home industry is regulated by the Federal Trade Commission, or FTC, which requires funeral homes to take actions designed to protect consumers. Our facilities are also subject to stringent health, safety and environmental regulations. Violations of applicable laws could result in fines or sanctions against us, including the loss of licenses necessary to operate the businesses lawfully. Businesses in general are subject to the impact of recent major legislation, including the Care Act and the Dodd-Frank Act. Many provisions of these complex laws could impact our business, and many of the provisions require implementation through regulations that have not yet been promulgated.

Employees

As of February 28, 2020, we had 39 full-time employees and 60 part-time employees.

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OUR PROPERTIES

Our company leases its principal office space at 365 5th Ave South, Suite 201, Naples, FL 34102.

Operating Company Owned Properties

The following properties are owned by the respective operating companies listed in the first column.

Remembrance Group Operating Company	D/B/A	Type	Location
Premier Funeral Management Group, LLC	Creech Funeral Home	Funeral Home	112 S 21st St, Middlesboro, KY 40965
Premier Funeral Management Group II, LLC	Markwell Funeral Home	Funeral Home	200 N Central Ave, Casey, IL 62420
Premier Funeral Management Group II, LLC	Greenwell Funeral Home	Funeral Home	30 N Washington St, Martinsville, IL 62442
Premier Funeral Management Group IV, LLC	Whinery Funeral Service	Funeral Home	403 W. Country Club, Elk City, OK 73644
Premier Funeral Management Group IV, LLC	Rose Chapel Funeral Service	Funeral Home	906 N. 4th St., Sayre, OK 73662
Premier Funeral Management Group IV, LLC	Rose Chapel Funeral Service	Funeral Home	602 McKinney, P.O. Box 405, Cheyenne, OK 73628
Premier Funeral Management Group IV, LLC	Whinery-Huddleston Funeral Service	Funeral Home	6210 NW Cache Rd, Lawton, OK 73505

The properties listed above are all financed through mortgages with traditional bank institutions.

The Premier Funeral Management Group, LLC property is financed through a mortgage note in the outstanding principal amount of $957,287 as of December 31, 2019. This mortgage is secured by substantially all of the assets of this operating company and its affiliates. Interest accrues on this mortgage at the annual rate of prime plus 2% and is paid monthly. This note matures in May 2038.

The Premier Funeral Management Group II, LLC properties are financed through a mortgage note in the outstanding principal amount of $1,090,351 as of December 31, 2019. This mortgage is secured by substantially all assets of this operating company and its affiliates. Interest accrues on this mortgage at the annual rate of prime plus 2.75% and is paid monthly. This note matures in December 2038.

The Premier Funeral Management Group IV, LLC properties are financed through a mortgage note in the outstanding principal amount of $3,727,361 as of December 31, 2019. This mortgage is secured by substantially all assets of this operating company and its affiliates. Interest accrues on this mortgage at the annual rate of prime plus 2.75% and is paid monthly. This note matures in June 2039.

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Operating Company Leased Properties

The following properties are leased by the respective operating companies listed in the first column. These properties are all leased from PFMG Holdings, L.L.C., an unaffiliated third party, under seven year leases. The lease agreements contain an option to purchase the real estate assets at the end of initial seven year term, for three of the lease agreements the price equals the then current year’s rent multiplied by ten (10) and the remaining agreement the buyout price for the real estate is the then current annual rent divided by 9.75%. The lease agreements also contain early buyout options with differing buyout terms for years one (1) to four (4) and for years five (5) to seven (7). During years one to four, we would be required to pay a 6.00% premium in addition to the buyout formula amount and during years five to seven, the premium is 4.00%:

Remembrance Group Operating Company	D/B/A	Type	Location
Premier Funeral Management Group V, LLC (subsidiary of the Issuer)	Premier Sharp Funeral Home	Funeral Home	209 Roane Street, Oliver Springs, TN 37840
Lease start date, November 5, 2015, ends December 31, 2022; three optional renewal terms of seven years each; rent, $100,000 per year, 2.5% increase per year.
Premier Funeral Management Services III, LLC	McFarland Funeral Chapel	Funeral Home	54 McFarland Drive, Tryon, NC 28782
Lease start date, June 17, 2015, ends June 30, 2022; three optional renewal terms of seven years each; rent, $146,250 per year, minimum increase per year, 2%.
Premier Funeral Management Group VI, LLC	Sawyer-Miller-Masciarelli Funeral	Funeral Home	763 Massachusetts Ave, Lunenburg, MA 01462
Premier Funeral Management Group VI, LLC	Sawyer-Mallahy-Masciarelli Funeral	Funeral Home	243 Water St., Fitchburg, MA 01420
Premier Funeral Management Group VI, LLC	Sawyer-Miller-Masciarelli Funeral	Funeral Home	123 Main St., Westminster, MA 01473
Lease start date, November 1, 2016, ends October 31, 2023; three optional renewal terms of four years each; rent, $230,000 per year, 2.5% increase per year.
Premier Funeral Management Group VII, LLC	Adams Funeral Chapel	Funeral Home	2330 Shawnee Dr., Charleston, IL 61920
Lease start date, September 22, 2016, ends September 31, 2023; three optional renewal terms of seven years each; rent, $100,000 per year, 2.5% increase per year.

The nature of our business requires that our facilities be well maintained. We believe that we meet this standard.

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

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MANAGEMENT

Directors and Executive Officers

The following sets forth information about our directors and executive officers as of the date of this offering circular:

Name	Age	Position
Dennis L. Smith	62	Chief Executive Officer, President and Director
Michael A. Ryan CPA CMA	50	Treasurer
Michael Margolies	61	Director
David DeCarlo	73	Director
Ian M. Beadle	36	Director
Poul LeMasters	49	Director

Dennis L. Smith. Mr. Smith has served as our chief executive officer, president and a member of our board of directors since February 2020 and president a member of the board of directors of our predecessor, PF Management Services, LLC, since April 2017. Mr. Smith has been in the industry for more than 44 years, having held senior management positions at Carriage Services (from 2012 to 2015), SCI (from 1995 to 2012), Gibraltar Mausoleum (from 1987 to 1995), and Stewart Enterprises (from 1981 to 1987). He has demonstrated success in all areas of the death care industry, particularly related to scaling businesses, leading multi-location operations, acquiring and integrating new funeral home businesses, and implementing new systems and processes. Mr. Smith earned his Degree of Mortuary Science from University of Miami Dade.  Mr. Smith’s leadership with Carriage services led to the new development and acquisition of Funeral Homes/Cemeteries and Crematories in multiple states.

Michael A. Ryan, CPA, CMA. Mr. Ryan has served as our treasurer since February 2020 and the treasurer of our predecessor, PF Management Services, LLC, since July 2017. Mr. Ryan has more than 20 years of industry experience with a demonstrated history of financial success working in the manufacturing and distribution industries. He has brought a “fresh pair of eyes” to the funeral industry and his expertise in expense management, cash flow, fixed assets, workflow processes and leveraging technology have helped Remembrance focus on improving assets and maximizing cash flow. Before joining our firm Mr. Ryan served as Controller for LW Marketing, Inc. located in Bonita Springs, Fla where he served as their controller for four years. Mr. Ryan earned his Bachelor of Science in Accounting from Youngstown State University in 1994.

Michael Margolies. Mr. Margolies has served as a member of our board of directors since February 2020 and a member of the board of directors of our predecessor, PF Management Services, LLC, since September 2013. Additionally, Mr. Margolies has served as chief executive officer of Littlebanc Advisors, LLC, or Littlebanc, since 2009, where he leverages his extensive expertise and deep professional relationships with many of Wall Street’s most influential professionals to source and finance direct investments. With more than 25 years making principal investments, Mr. Margolies is a respected investment industry veteran. Prior to founding Littlebanc, he founded Avalon Research Group, a highly regarded pioneer of the independent research community. He is also a founding member of Investorside Research Association.

David DeCarlo. Mr. DeCarlo has served as a member of our board of directors since February 2020 and a member of the board of directors of our predecessor, PF Management Services, LLC, since January 2019. Mr. DeCarlo is one of the most accomplished people in the death care industry, having previously joined the board of directors and served as President and Vice Chairman (from 2011 to 2015) of Carriage Services and President at Matthews International (from 1993 to 2005). He brings significant operational and management expertise as well as valuable acquisition sourcing relationships to Remembrance Mr. DeCarlo is now CEO of DeCarlo Solutions Inc. Mr. DeCarlo earned his MBA in Finance, a Masters of Arts in Economics and Statistics and studied towards a Ph.D. in Applied Economics and Finance (all but dissertation) at the Wharton School of Finance and the University of Pennsylvania, as well as a Bachelor of Science degree in Industrial Management from West Virginia University.

Ian M. Beadle. Mr. Beadle has served as a member of our board of directors since February 2020and served as an observer of the board of directors of our predecessor, PF Management Services, LLC, since September 2013.  Mr. Beadle has been a Partner at Concrete Rose Capital since January 2020, an early stage venture investment vehicle deploying financial and social capital to exceptional underrepresented founders and entrepreneurs committed to building diverse teams.  Prior to joining Concrete Rose Capital in 2020, Mr. Beadle worked as a Principal at Littlebanc Advisors, LLC (from May 2014 to December 2019), where he was responsible for sourcing and underwriting investment opportunities as well as implementing growth strategies at acquired companies.  Mr. Beadle received his MBA from the University of Southern California and is a CFA Charterholder.

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Poul LeMasters. Mr. LeMasters has served as a member of our board of directors since February 2020. Poul operates, and is principal of, LeMasters Consulting, located in Cincinnati, Ohio, a consulting business entirely for the deathcare profession. He works with funeral home owners/funeral directors/embalmers, cemeteries/cemeterains, and cremationists/crematory owners. He assists in areas of legal, compliance, regulatory, litigation, and operational issues. Poul also serves in various roles with national groups such as: Legal Counsel for NCBVA (National Concrete Burial Vault Association), Legal Advisor to CCC (Catholic Cemetery Conference), and General Counsel to ICCFA (International Cemetery, Crematory and Funeral Association).

Directors and executive officers are elected until their successors are duly elected and qualified. There are no arrangements or understandings known to us pursuant to which any director or executive officer was or is to be selected as a director (or director nominee) or executive officer.

Board of Directors

We operate under the direction of our board of directors, the members of which are accountable to us and our stockholders as fiduciaries.  The management and control of our company is vested in our board of directors which is responsible for the adoption of policy procedures with respect to the business affairs of our company and the approval of certain major decisions. The current members of our board of directors are Dennis L. Smith, Michael Margolies, David DeCarlo, Ian M. Beadle and Poul LeMasters.

Family Relationships

There are no family relationships between any of our directors or executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, except as described below, none of our directors or executive officers has, during the past ten years:

● been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

● had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

● been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

● been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

● been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

● been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Advisory Board

We intend to establish an Advisory Board to assist us with various matters that impact the business of our company. We anticipate that our advisors will include individuals who possess expertise and expertise in various aspects of our business strategy and the death care industry. Advisors are primarily long-time business colleagues and associates of our company’s senior principals. At this time, there are no contractual relationships between our company and any potential members of our Advisory Board, though we may elect to formalize such arrangements in the future.

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EXECUTIVE COMPENSATION

Summary Compensation Table - Years Ended December 31, 2019 and 2018

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities, during the noted periods. No other executive officers received total annual salary and bonus compensation in excess of $100,000.

Name and Principal Position	Year	Salary ($)		Option Awards ($)	Total ($)
Dennis L. Smith, Chief Executive Officer and President	2019		150,000	N/A		150,000
	2018		150,000	N/A		150,000
Michael A. Ryan, CPA CMA, Treasurer	2019		120,000	N/A		120,000
	2018		120,000	N/A		120,000
Derrick P. Husmann, Vice President of Operations	2019		115,000	N/A		115,000
	2018		115,000	N/A		115,000

Outstanding Equity Awards

There are no outstanding equity awards granted in the years 2019 or 2018. Award grants under our 2020 equity incentive plan are discussed below.

Employment Contracts

On January 1, 2020, we entered into an employment agreement with Dennis Smith, pursuant to which Mr. Smith will serve as chief executive officer and president of our company. We agreed to pay Mr. Smith an annual base salary of $175,000. This annual base salary will be increased to $200,000 if we and our wholly owned subsidiaries and operating affiliates collectively generate $1,000,000 of earnings before interest, tax, depreciation, and amortization, or EBITDA, after January 1, 2020 (calculated on a consolidated basis), and such base salary increase will be effective on the first day of the calendar month after the month in which we and our wholly owned subsidiaries and operating affiliates surpass such $1,000,000 threshold. Mr. Smith’s base salary will be reviewed at least annually by our board of directors and may be increased by the board of directors in its discretion; provided, however, that on January 1, 2021 and each January 1 thereafter during Mr. Smith’s employment with us, his annual base salary shall be increased by 5.0%. Mr. Smith is eligible to receive an annual cash bonus in an amount and subject to terms as may be determined by our board of directors in its sole discretion. If this offering is successful, as determined by our board of directors in its sole discretion, we will pay Mr. Smith a one-time cash performance bonus in the amount of $100,000. In addition, we agreed to grant Mr. Smith an award of 516,305 shares of our restricted common stock of which 25% shall vest on the one year anniversary of Mr. Smith’s employment with us and the remaining 75% shall thereafter vest pro rata on a monthly basis until the fourth anniversary of Mr. Smith’s employment with us. Mr. Smith will be entitled to fringe benefits and perquisites consistent with those provided to similarly situated executives of our company and following completion of this offering we will pay Mr. Smith up to $1,000 per month for a vehicle. We also agreed to reimburse Mr. Smith for all reasonable and necessary out-of-pocket business expenses and to entitle Mr. Smith to participate in all Company employee benefit plans and programs on a basis no less favorable than provided to similarly situated Company executives. Mr. Smith is also entitled to vacation days in accordance with Company practice and to be covered by our company’s directors and officers insurance policies. We have also agreed to obtain a “key person” life insurance policy in the amount of $5,000,000, assuming we determine that we can afford the policy premiums, which shall remain in place for so long as Mr. Smith is employed under his agreement with us and which shall name our company as loss payee with respect to 80% of the policy’s proceeds and Mr. Smith’s estate or other designee with respect to 20% of the policy’s proceeds. The employment agreement contains customary confidentiality provisions and covenants prohibiting Mr. Smith from competing with us or from soliciting any of our employees, consultants or customers within a radius of 75 miles of any business owned or operated by us or by any of our affiliates for a period ending two years after his employment termination. Mr. Smith may, however, purchase or own, as a passive investor, less than five percent (5%) of the stock of a publicly traded corporation engaged in a competitive business. The initial term of the employment agreement is for three years with one-year automatic extensions, unless either party provides 90 days’ prior written notice of its intention not to extend the term for an additional year. The employment agreement may be terminated by either party at any time for any reason, with at least 30 days advance written notice. If Mr. Smith’s employment is terminated for “cause,” as defined in his employment agreement, Mr. Smith shall be entitled to be paid accrued amounts except that he shall forfeit any earned but unpaid annual bonus. If Mr. Smith’s employment is terminated by us without cause, Mr. Smith shall be entitled to receive, in addition to any accrued amounts, one and one-half times his then monthly base salary amount for an additional eighteen (18) months following his termination, assuming certain post-employment conditions are met.

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On January 1, 2020, we entered into an employment agreement with Michael A. Ryan, pursuant to which Mr. Ryan will serve as treasurer of our company. We agreed to pay Mr. Ryan an annual base salary of $125,000. Mr. Ryan’s base salary will be reviewed at least annually by our board of directors and may be increased by the board of directors in its discretion; provided, however, that on January 1, 2021 and each January 1 thereafter during Mr. Ryan’s employment with us, his annual base salary shall be increased by 2.0%. If gross proceeds of this offering equal or exceed $12,000,000, we will pay Mr. Ryan a one-time cash performance bonus in the amount of $20,000. In addition, we agreed to grant Mr. Ryan an award of 250,013 shares of our restricted common stock of which 25% shall vest on the one year anniversary of Mr. Ryan’s employment with us and the remaining 75% shall thereafter vest pro rata on a monthly basis until the fourth anniversary of Mr. Ryan’s employment with us. We also agreed to reimburse Mr. Ryan for all reasonable and necessary out-of-pocket business expenses, including those related to maintaining accounting licenses, and to entitle Mr. Ryan to participate in all Company employee benefit plans and programs on a basis no less favorable than provided to similarly situated Company executives. Mr. Ryan is also entitled to vacation days in accordance with Company practice and to be covered by our company’s directors and officers insurance policies. The employment agreement contains customary confidentiality provisions and covenants prohibiting Mr. Ryan from competing with us or from soliciting any of our employees, consultants or customers within the United States for a period ending two years after his employment termination. Mr. Ryan may, however, purchase or own, as a passive investor, less than five percent (5%) of the stock of a publicly traded corporation engaged in a competitive business. The initial term of the employment agreement is for one year with one-year automatic extensions, unless either party provides 90 days’ prior written notice of its intention not to extend the term for an additional year. The employment agreement may be terminated by either party at any time for any reason, with at least 30 days advance written notice. If Mr. Ryan’s employment is terminated for “cause,” as defined in his employment agreement, Mr. Ryan shall be entitled to be paid accrued amounts due him. If Mr. Ryan’s employment is terminated by us without cause, Mr. Ryan shall be entitled to receive, in addition to any accrued amounts, one times his then base salary amount for an additional twelve (12) months following his termination, assuming certain post-employment conditions are met.

On January 1, 2020, we entered into an employment agreement with Derrick Husmann, pursuant to which Mr. Husmann will serve as vice president, operations of our company. We agreed to pay Mr. Husmann an annual base salary of $110,000. Mr. Husmann’s base salary will be reviewed at least annually by our board of directors and may be increased by the board of directors in its discretion. In addition, we agreed to grant Mr. Husmann an award of 125,007 shares of our restricted common stock of which 25% shall vest on the one year anniversary of Mr. Husmann’s employment with us and the remaining 75% shall thereafter vest pro rata on a monthly basis until the fourth anniversary of Mr. Husmann’s employment with us. We also agreed to reimburse Mr. Husmann for all reasonable and necessary out-of-pocket business expenses and to entitle Mr. Husmann to participate in all Company employee benefit plans and programs on a basis no less favorable than provided to similarly situated Company executives. Mr. Husmann is also entitled to vacation days in accordance with Company practice and to be covered by the Company’s directors and officers insurance policies. The employment agreement contains customary confidentiality provisions and covenants prohibiting Mr. Husmann from competing with us or from soliciting any of our employees, consultants or customers within the United States for a period ending two years after his employment termination. Mr. Husmann may, however, purchase or own, as a passive investor, less than five percent (5%) of the stock of a publicly traded corporation engaged in a competitive business. The initial term of the employment agreement is for one year with one-year automatic extensions, unless either party provides 90 days’ prior written notice of its intention not to extend the term for an additional year. The employment agreement may be terminated by either party at any time for any reason, with at least 30 days advance written notice. If Mr. Husmann’s employment is terminated for “cause,” as defined in his employment agreement, Mr. Husmann shall be entitled to be paid accrued amounts due him. If Mr. Husmann’s employment is terminated by us without cause, Mr. Husmann shall be entitled to receive, in addition to any accrued amounts, an amount equal to 50% his then base salary amount for an additional six (6) months following his termination, assuming certain post-employment conditions are met.

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Director Compensation

Our non-employee directors do not currently receive any compensation for their service, but we may adopt a compensation plan for our directors at a future time.

Management Services Agreement

Effective February 1, 2020, we have entered into a management services agreement with Littlebanc, a Florida limited liability company whose managing member is Michael Margolies, one of our directors and our controlling stockholder. Pursuant to the terms of this management services agreement, Littlebanc will perform the following services for the benefit of our company and our subsidiaries and affiliates, subject to the oversight and supervision of our board of directors:

● identify, evaluate, manage, perform due diligence on, negotiate, and oversee the acquisitions of target businesses and other assets;

● evaluate, manage, negotiate, and oversee the disposition of all or any part of our property or assets, including dispositions of all or any part of our affiliates or subsidiaries;

● identify, structure, negotiate, and obtain bank, institutional, and other sources of debt financing;

● provide advice in connection with the structuring and negotiation of agreements, contracts, documents, and instruments in the ordinary course of business;

● review the provision of services by our independent accountants;

● provide such assistance to our counsel and auditors as may be generally required to properly carry on our business and operations;

● consult with the independent accountants and legal counsel as may be necessary in connection with Littlebanc’s activities;

● provide advice in connection with any merger, restructuring, recapitalization, share exchange, combination, or change of control transactions;

● provide management and financial planning, including advice on utilization of assets and financial, managerial, and operational advice;

● evaluate the financial and operational performance, including monitoring our business and operations; and

● provide other general business advice.

We will pay Littlebanc a quarterly management fee in an amount equal to the greater of: (i) $150,000; and (ii) 5.00% of the consolidated EBITDA of our company and our subsidiaries and affiliates for the most recently completed fiscal quarter. If we do not timely pay Littlebanc its management fee when due, we will be required to pay interest at the annual rate of 8% per year on any unpaid fee amounts. Additionally, we will reimburse Littlebanc for all costs and expenses it or its affiliates incur in connection with performing their services under the agreement. We have also awarded Littlebanc a restricted stock grant under our 2020 plan in the amount of 1,250,065 shares of our common stock, of which 25% shall vest on the one year anniversary of the effective date of the management services agreement and the remaining 75% shall thereafter vest pro rata on a monthly basis until the fourth anniversary of the effective date of the management services agreement. Our agreement with Littlebanc will remain effective until (i) it is either terminated by Littlebanc at any time upon 90 days’ prior written notice to us or (ii) we terminate the agreement at any time if a majority of our board of directors and the holders of a majority of our then outstanding common stock vote to terminate the agreement, neither Michael Margolies nor his designated successor is the managing member of Littlebanc, or there is a final court finding that Littlebanc has materially breached the terms of the agreement or acted with gross negligence, willful misconduct, bad faith, reckless disregard for its duties or fraudulently. We have agreed to indemnify Littlebanc and maintain adequate insurance to support any indemnity obligations, and we will not hold Littlebanc liable for any errors of judgment, mistakes of law or losses suffered by us unless Littlebanc has acted with gross negligence, willful misconduct, bad faith, reckless disregard for its duties or fraudulently.

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Outstanding Options 

As of the date hereof, under our 2020 equity incentive plan we have issued restricted stock awards for an aggregate of 891,325 shares of our common stock to our executive officers. We have also issued to Littlebanc a restricted stock award for 1,250,065 shares of our common stock under the terms of our management services agreement with Littlebanc.

Our 2020 Equity Incentive Plan

On February 3, 2020, our board of directors and our stockholders approved the Remembrance Group, Inc. 2020 Equity Incentive Plan, or our 2020 plan. The Plan is a stock-based compensation plan that provides for discretionary grants of stock options, stock awards and stock unit awards to key employees, non-employee directors and consultants. The purpose of our 2020 plan is to attract, motivate, and retain directors, employees, and others in a position to affect the financial and operational performance of our company and to recognize contributions made to our company by these persons and to provide them with additional incentive to achieve the objectives of our company. The following is a summary of our 2020 plan.

Administration. Our 2020 plan will be administered by our board of directors, unless we establish a committee of the board of directors for this purpose (we refer to the body administering our 2020 plan as the administrator). The administrator will have full authority to select the individuals who will receive awards under our 2020 plan, determine the form and amount of each of the awards to be granted and establish the terms and conditions of awards.

Number of Shares of Common Stock. The number of shares of the common stock that may be issued under our 2020 plan is 2,500,131. Shares issuable under our 2020 plan may be authorized but unissued shares or treasury shares. If there is a lapse, forfeiture, expiration, termination or cancellation of any award made under our 2020 plan for any reason, the shares subject to the award will again be available for issuance. Any shares subject to an award that are delivered to us by a participant, or withheld by us on behalf of a participant, as payment for an award or payment of withholding taxes due in connection with an award will not again be available for issuance, and all such shares will count toward the number of shares issued under our 2020 plan. The number of shares of common stock issuable under our 2020 plan is subject to adjustment, in the event of any reorganization, recapitalization, stock split, stock distribution, merger, consolidation, split-up, spin-off, combination, subdivision, consolidation or exchange of shares, any change in the capital structure of our company or any similar corporate transaction. In each case, the administrator has the discretion to make adjustments it deems necessary to preserve the intended benefits under our 2020 plan. No award granted under our 2020 plan may be transferred, except by will, the laws of descent and distribution.

Eligibility. All employees designated as key employees, including consultants, for purposes of our 2020 plan and all non-employee directors are eligible to receive awards under our 2020 plan.

Awards to Participants. The Plan provides for discretionary awards of stock options, stock awards and stock unit awards to participants. Each award made under our 2020 plan will be evidenced by a written award agreement specifying the terms and conditions of the award as determined by the administrator in its sole discretion, consistent with the terms of our 2020 plan.

Stock Options. The administrator has the discretion to grant non-qualified stock options or incentive stock options to participants and to set the terms and conditions applicable to the options, including the type of option, the number of shares subject to the option and the vesting schedule; provided that the exercise price of each stock option will be the fair market value (as defined in the 2020 Plan) of the common stock on the date on which the option is granted, except that the exercise price per share under a non-qualified stock option may be less than 100% of the fair market value of such shares on the date such option is granted provided that, and only if, the board of directors approves a lower price after consideration of the application of Section 409A of the internal revenue code, each option will expire no later than ten years from the date of grant and no dividend equivalents may be paid with respect to stock options. It is intended that stock options qualify as “performance-based compensation” under Section 162(m) of the internal revenue code and thus be fully deductible by us for federal income tax purposes, to the extent permitted by law.

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In addition, an incentive stock option granted to a key employee is subject to the following rules: (i) the aggregate fair market value (determined at the time the option is granted) of the shares of common stock with respect to which incentive stock options are exercisable for the first time by a key employee during any calendar year (under all incentive stock option plans of our company and its subsidiaries) cannot exceed $100,000, and if this limitation is exceeded, that portion of the incentive stock option that does not exceed the applicable dollar limit will be an incentive stock option and the remainder will be a non-qualified stock option; (ii) if an incentive stock option is granted to a key employee who owns stock possessing more than 10% of the total combined voting power of all class of stock of our company, the exercise price of the incentive stock option will be 110% of the fair market value of the common stock on the date of grant and the incentive stock option will expire no later than five years from the date of grant; and (iii) no incentive stock option can be granted after ten years from the date our 2020 plan was adopted.

Stock Awards. The administrator has the discretion to grant stock awards to participants. Stock awards will consist of shares of common stock granted without any consideration from the participant or shares sold to the participant for appropriate consideration as determined by the Board. The number of shares awarded to each participant, and the restrictions, terms and conditions of the award, will be at the discretion of the administrator. Subject to the restrictions, a participant will be a shareholder with respect to the shares awarded to him or her and will have the rights of a shareholder with respect to the shares, including the right to vote the shares and receive dividends on the shares; provided that dividends otherwise payable on any performance-based stock award will be held by us and will be paid to the holder of the stock award only to the extent the restrictions on such stock award lapse, and the administrator in its discretion can accumulate and hold such amounts payable on any other stock awards until the restrictions on the stock award lapse.

Stock Units. The administrator has the discretion to grant stock unit awards to participants. Each stock unit entitles the participant to receive, on a specified date or event set forth in the award agreement, one share of common stock or cash equal to the fair market value of one share on such date or event, as provided in the award agreement. The number of stock units awarded to each participant, and the terms and conditions of the award, will be at the discretion of the administrator. Unless otherwise specified in the award agreement, a participant will not be a shareholder with respect to the stock units awarded to him prior to the date they are settled in shares of common stock. The award agreement may provide that until the restrictions on the stock units lapse, the participant will be paid an amount equal to the dividends that would have been paid had the stock units been actual shares; provided that dividend equivalents otherwise payable on any performance-based stock units will be held by us and paid only to the extent the restrictions lapse, and the administrator in its discretion can accumulate and hold such amounts payable on any other stock units until the restrictions on the stock units lapse.

Payment for Stock Options and Withholding Taxes. The administrator may make one or more of the following methods available for payment of any award, including the exercise price of a stock option, and for payment of the minimum required tax obligation associated with an award: (i) cash; (ii) cash received from a broker-dealer to whom the holder has submitted an exercise notice together with irrevocable instructions to deliver promptly to us the amount of sales proceeds from the sale of the shares subject to the award to pay the exercise price or withholding tax; (iii) by directing us to withhold shares of common stock otherwise issuable in connection with the award having a fair market value equal to the amount required to be withheld; and (iv) by delivery of previously acquired shares of common stock that are acceptable to the administrator and that have an aggregate fair market value on the date of exercise equal to the exercise price or withholding tax, or certification of ownership by attestation of such previously acquired shares.

Provisions Relating to a “Change in Control” of our Company. Notwithstanding any other provision of our 2020 plan or any award agreement, in the event of a “Change in Control” of our company, the administrator has the discretion to provide that all outstanding awards will become fully exercisable, all restrictions applicable to all awards will terminate or lapse, and performance goals applicable to any stock awards will be deemed satisfied at the highest target level. In addition, upon such Change in Control, the administrator has sole discretion to provide for the purchase of any outstanding stock option for cash equal to the difference between the exercise price and the then fair market value of the common stock subject to the option had the option been currently exercisable, make such adjustment to any award then outstanding as the administrator deems appropriate to reflect such Change in Control and cause any such award then outstanding to be assumed by the acquiring or surviving corporation after such Change in Control.

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Effect of Termination of Employment; Company Repurchase Right. The right to exercise an option (to the extent that it is vested) following termination of a participant’s employment or service with our company will expire thirty (30) days following the termination of employment or service, except (i) to the extent any longer period is permitted under the rules of section 422 of the internal revenue code with respect to a participant’s death or disability, and (ii) if a participant’s employment or service with our company is terminated for cause, as that term is defined in our 2020 plan, then, immediately upon the termination of the participant’s employment or service with us, all vested and unvested awards granted to participant shall be immediately forfeited and automatically terminate. With respect to an award of our restricted common stock, upon a death or disability, all of the shares of restricted common stock subject to an award shall become immediately vested. Upon the termination of a participant’s employment or service with our company for any reason, we will have the right, but not the obligation, until the first anniversary of the termination of the participant’s employment or service to repurchase some or all of the vested shares and/or the vested options from the participant, the participant’s estate (in the case of the participant’s death), or any permitted transferee of such vested shares and/or vested options. When exercising this right, we shall pay the participant an amount per share equal to the lesser of (i) the price per share paid by the participant for such shares and (ii) the lesser of the fair market value of the shares as of the date of termination of the participant’s employment with us and the date we exercise the repurchase right.

Amendment of Award Agreements; Amendment and Termination of our 2020 plan; Term of our 2020 plan. The administrator may amend any award agreement at any time, provided that no amendment may adversely affect the right of any participant under any agreement in any material way without the written consent of the participant, unless such amendment is required by applicable law, regulation or stock exchange rule.

The Board may terminate, suspend or amend our 2020 plan, in whole or in part, from time to time, without the approval of the shareholders, unless such approval is required by applicable law, regulation or stock exchange rule, and provided that no amendment may adversely affect the right of any participant under any outstanding award in any material way without the written consent of the participant, unless such amendment is required by applicable law, regulation or rule of any stock exchange on which the shares are listed.

Notwithstanding the foregoing, neither our 2020 plan nor any outstanding award agreement can be amended in a way that results in the repricing of a stock option. Repricing is broadly defined to include reducing the exercise price of a stock option or cancelling a stock option in exchange for cash, other stock options with a lower exercise price or other stock awards. (This prohibition on repricing without shareholder approval does not apply in case of an equitable adjustment to the awards to reflect changes in the capital structure of our company or similar events.)

No awards may be granted under our 2020 plan on or after the tenth anniversary of the effective date of our 2020 plan.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership of our common as of March 13, 2020 by (i) each of our executive officers and directors; (ii) all of our executive officers and directors as a group; and (iii) each person who is known by us to beneficially own more than 5% of our common stock. Unless otherwise specified, the address of each of the persons set forth below is in care of our company, 365 5th Ave, Ste 201, Naples, FL 34102.

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership(1)		Percent of Class(2)
Dennis L. Smith(3), chief executive officer, president and director	common stock		733,760		7.45	%
Michael A. Ryan(4), treasurer	-		-		-
Michael Margolies(5), director	common stock		7,832,330		79.51	%
David DeCarlo, director	common stock		84,432		*
Ian M. Beadle, director	-		-		-
Poul LeMasters, director	-		-		-
All officers and directors as a group (6 persons named above)	common stock		9,148,694		87.00	%
Troy Centazzo 513 28th Ave., Venice, CA 90291	common stock		1,200,000		12.18	%
LB Merchant PFMG(6) 455 NE 5th Ave., D-337 Delray Beach, FL 33483	common stock		3,090,315		31.37	%
LB Merchant PFMG-2(7) 455 NE 5th Ave., D-337 Delray Beach, FL 33483	common stock		4,742,015		48.14	%

* Less than 1%.

(1) Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Except as set forth below, each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the common stock.

(2) A total of 9,850,522 shares of our common stock are considered to be outstanding pursuant to SEC Rule 13d-3(d)(1) as of March 13, 2020. For each beneficial owner above, any options exercisable within 60 days have been included in the numerator and the denominator.

(3) Does not include 516,305 shares of restricted stock that will be granted in 2020 pursuant to an employment agreement.

(4) Does not include 250,013 shares of restricted stock that will be granted in 2020 pursuant to an employment agreement.

(5) Consists of 3,090,315 shares of our common stock owned by LB Merchant PFMG, LLC and 4,742,015 shares of our common stock owned by LB Merchant PFMG-2, LLC. As President of LB Merchant PFMG, LLC and LB Merchant PFMG-2, LLC, Mr. Margolies has sole voting and dispositive control over these shares of our common stock and may be deemed to be the beneficial owner of such shares. Mr. Margolies disclaims beneficial ownership of these shares. Does not include 1,250,065 shares of restricted stock that will be granted to Littlebanc Advisors, LLC in 2020 pursuant to a management services agreement. Mr. Margolies is the Managing Member of Littlebanc Advisors, LLC.

(6) As President of LB Merchant PFMG, LLC, Mr. Margolies has sole voting and dispositive control over these shares of our common stock and may be deemed to be the beneficial owner of such shares.

(7) As President of LB Merchant PFMG-2, LLC, Mr. Margolies has sole voting and dispositive control over these shares of our common stock and may be deemed to be the beneficial owner of such shares.

We do not currently have any arrangements which if consummated would result in a change of control of our company.  

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TRANSACTIONS WITH RELATED PERSONS

The following includes a summary of transactions since the beginning of our 2018 fiscal year, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

Certain shareholders of and investors in our company provide professional services to our company on terms that have not been bargained for at arms’ length and that have not been put on the market for competitive bidding. If an investor chooses to invest in the series A preferred stock, the investor should be prepared to entrust our company to handle these potential conflicts of interest in a fair and ethical manner without further oversight by the investors or any other independent party. For example, our company has contracted and may contract with entities, such as Littlebanc or with its employees or contractors, to provide various consulting or other professional services to our company or its affiliates. Shareholders of and investors in our company are affiliated with these firms and may personally benefit from these arrangements. In evaluating whether to invest in the series A preferred stock, an investor should consider the fact that the financial interests between the entities may be significant and are in addition to the interests of our company, and thus the interests of the parties and that of the investor may not always be aligned.

Effective February 1, 2020, we have entered into a management services agreement with Littlebanc, a Florida limited liability company whose managing member is Michael Margolies. Mr. Margolies is also a director of our company and the controlling stockholder. Pursuant to the terms of this management services agreement, we will pay Littlebanc a quarterly management fee in an amount equal to the greater of: (i) $150,000; and (ii) 5.00% of the consolidated EBITDA of our company and our subsidiaries and affiliates for the most recently completed fiscal quarter. Additionally, Littlebanc will be reimbursed for all costs and expenses it or its affiliates incur in connection with performing their services under the agreement. We have also awarded Littlebanc a restricted stock grant under our 2020 plan in the amount of 1,250,065 shares of our common stock, of which 25% shall vest on the one year anniversary of the effective date of the management services agreement and the remaining 75% shall thereafter vest pro rata on a monthly basis until the fourth anniversary of the effective date of the management services agreement.

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DESCRIPTION OF SECURITIES

General

The following description summarizes important terms of the classes of our capital stock. This summary does not purport to be complete and is qualified in its entirety by the provisions of our certificate of incorporation and our bylaws which have been filed as exhibits to the offering statement of which this offering circular is a part.

Our authorized capital stock consists of 20,000,000 shares of common stock, par value $0.0001 per share. Immediately prior to the initial closing of this offering, we plan to file with the Secretary of State of the State of Delaware an amended and restated certificate of incorporation which will include a designation of the preferences, rights and limitations of our series A preferred stock being sold in this offering. A description of the series A preferred stock is set forth below.

As of March 13, 2020, there were 9,850,522 shares of our common stock issued and outstanding.

Convertible Notes

In March and October 2019, the Company issued $1,100,000 and $500,000, respectively, of unsecured subordinated convertible notes, or the Notes, pursuant to certain convertible note purchase agreements, or the Note Purchase Agreements. Interest will accrue on the principal balance of each of the Notes at a simple rate of 12% per annum.  The principal and unpaid accrued interest on each of the Notes will be due and payable on or after the date that is 24 months following the date of the initial closing of the sale of the Notes, or the Maturity Date, by the Company at its election or upon demand by the holders of a majority-in-interest of  the aggregate principal amount of the Notes, or the Requisite Noteholders.

The Notes are subject to conversion (i) automatically, into equity securities issued in the Company’s next equity financing, or the Next Equity Financing, yielding gross proceeds of at least $5,000,000 in a single transaction or a series of related transactions (which, for the avoidance of doubt, shall exclude the aggregate principal amount of the Notes); (ii) at the Purchaser’s option, in the event of (a) a sale by the Company of all or substantially all of its assets, (b) a merger of the Company with or into another entity (if after such merger the holders of a majority of the Company’s voting security immediately prior to the transaction do not hold a majority of the voting securities of the successor entity), or (c) the transfer of more than 50% of the Company’s voting securities to a person or group, each a Corporate Transaction Conversion; and (iii) at the Requisite Noteholders’ option, on or after the Maturity Date while such Notes remains outstanding, into the Company’s common stock, a Maturity Conversion.

In the event of a Next Equity Financing, the outstanding principal and accrued interest of the Notes will automatically convert into a number of unregistered units of equity securities, equal to the outstanding principal and accrued interest of the Notes at such closing date divided by the applicable conversion price, or the Conversion Price. The Conversion Price is determined as the lesser of (a) the price that is 40% less than the lowest price per unit of the securities sold in the Next Equity Financing and (b) the quotient resulting from dividing $3,000,000, or the Valuation Cap, by the Company’s fully diluted capitalization immediately prior to closing of the Next Equity Financing. With respect to a Corporate Transaction Conversion, the Notes would be convertible at a conversion price equal to the quotient resulting from dividing the Valuation Cap by the Company’s fully diluted capitalization immediately prior to the closing of the Corporate Transition. With respect to a Maturity Conversion, the Notes would be convertible at a conversion price equal to the quotient resulting from dividing the Valuation Cap by the Company’s fully diluted capitalization immediately prior to the Maturity Conversion.

The Company may prepay the principal or accrued interest of the notes at any time before any of the conversion events as defined above.

Common Stock

Holders of our common stock are entitled to one vote for each share on all matters voted upon by our stockholders, including the election of directors, and do not have cumulative voting rights.  Subject to the rights of holders of any then outstanding shares of our Preferred Stock, our common stockholders are entitled to any dividends that may be declared by our board.  Holders of our common stock are entitled to share ratably in our net assets upon our dissolution or liquidation after payment or provision for all liabilities and any preferential liquidation rights of our Preferred Stock then outstanding.  Holders of our common stock have no preemptive rights to purchase shares of our stock.  The shares of our common stock are not subject to any redemption provisions.   The rights, preferences and privileges of holders of our common stock will be subject to those of the holders of any shares of our Preferred Stock currently outstanding or that we may issue in the future.

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Preferred Stock

Prior to the initial closing of this offering, we will file an amended and restated certificate of incorporation with the Delaware Secretary of State that will authorize the board of directors to issue, from time to time, without stockholder approval, up to 5,000,000 shares of preferred stock. Our board may, from time to time, authorize the issuance of one or more classes or series of preferred stock without stockholder approval. Subject to the provisions of our articles of incorporation and limitations prescribed by law, our board is authorized to adopt resolutions to issue shares, establish the number of shares, change the number of shares constituting any series, and provide or change the voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions on shares of our preferred stock, including dividend rights, terms of redemption, conversion rights and liquidation preferences, in each case without any action or vote by our stockholders.

One of the effects of undesignated Preferred stock may be to enable our board to discourage an attempt to obtain control of our company by means of a tender offer, proxy contest, merger or otherwise. The issuance of preferred stock may adversely affect the rights of our common stockholders by, among other things: restricting dividends on the common stock; diluting the voting power of the common stock; impairing the liquidation rights of the common stock; or delaying or preventing a change in control without further action by the stockholders.

Series A Preferred Stock

The amended and restated certificate of incorporation that we will file with the Delaware Secretary of State prior to the initial closing of this offering will establish our series A preferred stock. Of the 5,000,000 shares of preferred stock to be authorized, we will designate a total of 1,200,000 shares of preferred stock as “Series A Cumulative Redeemable Preferred Stock,” or the series A preferred stock. Our series A preferred stock will have the following voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions:

Ranking. The series A preferred stock will rank, as to dividend rights and rights upon our liquidation, dissolution, or winding up, senior to our common stock. The terms of the series A preferred stock will not limit our ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of our series A preferred stock as to distribution rights and rights upon our liquidation, dissolution or winding up.

Dividend Rate and Payment Dates. Dividends on the series A preferred stock being offered will be cumulative and payable quarterly in arrears to all holders of record on the applicable record date. Holders of our series A preferred stock will be entitled to receive cumulative dividends in the amount of $0.175 per share each quarter, which is equivalent to the annual rate of 7% of the $10.00 original per share purchase price; provided that upon an event of default (generally defined as our failure to pay dividends when due or to redeem shares when requested by a holder), such amount shall be increased to $0.25 per quarter, which is equivalent to the annual rate of 10% of the $10.00 original per share purchase price. Dividends on shares of our series A preferred stock will continue to accrue even if any of our agreements prohibit the current payment of dividends or we do not have earnings.

Liquidation Preference. The liquidation preference for each share of our series A preferred stock will be $15.00, or 150% of the original per share purchase price. Upon a liquidation, dissolution or winding up of our company, holders of shares of our series A preferred stock will be entitled to receive the liquidation preference with respect to their shares plus an amount equal to any accrued but unpaid dividends (whether or not declared) to, but not including, the date of payment with respect to such shares.

Company Call and Stockholder Put Options. Commencing immediately after the initial closing of this offering and continuing indefinitely thereafter, we shall have a right to call for redemption all or any portion of the outstanding shares of our series A preferred stock at a call price equal to 150% of the original issue price of our series A preferred stock. Commencing on the fifth anniversary of the initial closing of this offering, each holder of shares of our series A preferred stock shall have a right to put all (but not less than all) of the shares of series A preferred stock held by such holder back to us at a put price equal to 150% of the original issue purchase price of such shares.

Further Issuances. The shares of our series A preferred stock have no maturity date, and we will not be required to redeem shares of our series A preferred stock at any time except as otherwise described above under the caption “Company Call and Stockholder Put Options.” Accordingly, the shares of our series A preferred stock will remain outstanding indefinitely, unless we decide, at our option, to exercise our call right or, the holder of the series A preferred stock exercises his put right.

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Voting Rights. We may not authorize or issue any class or series of equity securities ranking senior to the series A preferred stock as to dividends or distributions upon liquidation (including securities convertible into or exchangeable for any such senior securities) or amend our articles of incorporation (whether by merger, consolidation, or otherwise) to materially and adversely change the terms of the series A preferred stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on such matter by holders of our outstanding shares of series A preferred stock, voting together as a class. Otherwise, holders of the shares of our series A preferred stock will not have any voting rights.

No Conversion Right. The series A preferred stock will not be convertible into shares of our common stock.

Warrants 

Warrants Outstanding

As of March 13, 2020, there are outstanding warrants to purchase an aggregate of 150,000 shares of our common stock at an average exercise price of $0.01 per share. These warrants were issued to a strategic consultant and expire on April 6, 2021.

Anti-takeover Provisions

Delaware has enacted the following legislation that may deter or frustrate takeovers of Delaware corporations, such as our company:

Section 203 of the Delaware General Corporation Law. Section 203 provides, with some exceptions, that a Delaware corporation may not engage in any of a broad range of business combinations with a person or affiliate, or associate of the person, who is an “interested stockholder” for a period of three years from the date that the person became an interested stockholder unless: (i) the transaction resulting in a person becoming an interested stockholder, or the business combination, is approved by the board of directors of the corporation before the person becomes an interested stockholder; (ii) the interested stockholder acquires 85% or more of the outstanding voting stock of the corporation in the same transaction that makes it an interested stockholder, excluding shares owned by persons who are both officers and directors of the corporation, and shares held by some employee stock ownership plans; or (iii) on or after the date the person becomes an interested stockholder, the business combination is approved by the corporation’s board of directors and by the holders of at least 66 2/3% of the corporation’s outstanding voting stock at an annual or special meeting, excluding shares owned by the interested stockholder. An “interested stockholder” is defined as any person that is (a) the owner of 15% or more of the outstanding voting stock of the corporation or (b) an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within the three-year period immediately prior to the date on which it is sought to be determined whether the person is an interested stockholder.

In the amended and restated certificate of incorporation that we will file with the Delaware Secretary of State prior to the initial closing of this offering, we will indicate that we are opting not to be governed by or subject to Section 203 of the Delaware General Corporation Law.

Authorized but Unissued Stock

The authorized but unissued shares of our common stock are available for future issuance without shareholder approval. These additional shares may be used for a variety of corporate purposes, including future public offering to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock may enable our Board to issue shares of stock to persons friendly to existing management, which may deter or frustrate a takeover of our company.

Transfer Agent and Registrar

The transfer agent and registrar for our capital stock is Colonial Stock Transfer Company, Inc. with an address of 66 Exchange Place, Suite 100, Salt Lake City, Utah 84111. Their phone number is 801-355-5740.

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UNDERWRITING

Engagement Agreement with Digital Offering

We are currently party to an engagement agreement with Digital Offering LLC, who we refer to as the underwriter. The underwriter has agreed to act as our managing broker-dealer for the offering. The underwriter has made no commitment to purchase all or any part of the shares of series A preferred stock being offered but has agreed to use its best efforts to sell such shares in the offering.

The term of the engagement agreement began on February 13, 2020 and will continue until the earlier to occur of: (i) the final closing and termination of this offering and (ii) ten (10) business days after either party gives the other written notice of termination.

The engagement agreement provides that the underwriter may ask other FINRA member broker-dealers that are registered with the SEC to participate as soliciting dealers for this offering. We refer to these other broker-dealers as soliciting dealers. Upon appointment of any such soliciting dealer, the underwriter is permitted to re-allow all or part of its fees and expense allowance as described below. Such soliciting dealer is also automatically entitled to receive the benefits of our engagement agreement with the underwriter, including the indemnification rights arising under the engagement agreement upon their execution of a soliciting dealer agreement with the underwriter that confirms that such soliciting dealer is so entitled. We will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any soliciting dealers retained by the underwriter.

None of the soliciting dealers are purchasing any of the shares of series A preferred stock in this offering and are not required to sell any specific number or dollar amount of shares of series A preferred stock, but will instead arrange for the sale of securities to investors on a “best efforts” basis, meaning that they need only use their best efforts to sell the securities.

Underwriter Compensation

Cash Commission

We will pay the underwriter concurrently with each closing of the offering a cash placement fee equal to 7% of the gross proceeds of such closing.

Underwriter Warrants

On the date of each closing of the offering, we will issue to the underwriter warrants to purchase a number of shares of the series A preferred stock equal to the quotient of two percent (2%) of the of the dollar amount of shares sold at such closing divided by the price per share paid by investors for the shares sold at such closing. The underwriter warrants will be exercisable for five years from the effective date of the closing in which they were issued at an exercise price equal to the offering price of the shares in this offering. The underwriter’s warrants will provide for customary demand and “piggyback” registration rights. The underwriter’s warrants will provide for adjustment in the number and exercise price of such warrants (and the shares of common stock underlying such warrants) in the event of recapitalization, merger or other fundamental transaction. The underwriter’s warrants and the shares of series A preferred stock issuable upon the exercise of the underwriter’s warrants have been deemed compensation by FINRA and are therefore subject to FINRA Rule 5110(g)(1). In accordance with FINRA Rule 5110(g)(1), none of such securities may be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of such securities by any person for a period of 180 days immediately following the qualification date of the Form 1-A of which this offering circular is a part or commencement of sales of the offering pursuant to which the underwriter’s warrants are being issued, except the transfer of any security: 

● by operation of law or by reason of our reorganization;

● to any FINRA member firm participating in this Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction described above for the remainder of the time period;

● if the aggregate amount of our securities held by either an underwriter or a related person does not exceed 1% of the securities being offered;

● that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the equity in the fund; or

● the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction set forth above for the remainder of the time period.

In addition, in accordance with FINRA Rule 5110(f)(2)(G), the Underwriter’s warrants may not contain certain terms.

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Underwriter Expenses

We will be responsible for paying or reimbursing the underwriter for all of its reasonable documented out-of-pocket expenses related to the offering including, without limitation, the underwriter’s legal expenses, cost of background checks and independent third party due diligence reports on our company, travel expenses, photocopying, and courier services subject to a cap of $30,000.

Retainer Amount

Upon entering into the engagement agreement with the underwriter, we paid the underwriter a $15,000 retainer, which was used by the underwriter for the payment of the legal and other expenses described above. The retainer amount will be set off against and credited toward the expenses described above. Any unused portion of the retainer amount will be returned to us if the offering is terminated for any reason.

Right to Bid

We agreed with the underwriter that if, but only if, the offering generates gross proceeds to us of $12 million that we will provide the underwriter with the right to bid for six months from the date of the consummation of the offering to act as financial advisor or to act as joint financial advisor on at least equal economic terms on any offering of debt or equity securities. Any engagement of the underwriter in a future offering would be on terms mutually agreed upon.

Company Expenses

We are responsible for all our own costs and expenses relating to the offering, including, without limitation:

● all filing fees and communication expenses relating to the qualification of the securities to be sold in the offering with the SEC and the filing of the offering materials with the FINRA under FINRA Rule 5110,

● the My IPO investor platform is paperless, should we want paper offering documents, the costs of all mailing and printing of the offering documents, the offering statement, the offering circular and all amendments, supplements and exhibits thereto and as many preliminary and final offering circulars as the underwriter and we may reasonably deem necessary,

● the costs of preparing, electronically delivering certificates representing shares of series A preferred stock sold in the offering,

● the costs and expenses of the transfer agent for the series A preferred stock, and

● the costs and expenses of our accountants and the fees and expenses of our legal counsel and other agents and representatives.

We estimate the expenses of this offering payable by us, not including commissions, will be approximately $190,000 if the maximum amount is raised in this offering, which includes the underwriter expense reimbursement of up to $30,000 and one-half of the $120,000 processing fee payable to the clearing broker, or $60,000, but excludes any commissions attributable to the sale of shares of our series A preferred stock in the offering.

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Purchase of Securities by Our Officers and Directors

Our officers and directors and affiliates of our officers and directors are permitted to purchase shares in the offering. Any such purchases shall be conducted in compliance with the applicable provisions of Regulation M. 

Pricing of the Offering

Prior to the offering, our capital stock was not eligible for quotation in a public market. The offering price for our series A preferred stock was determined by negotiation between us and the underwriter. The principal factors considered in determining the terms of our shares of series A preferred stock and the offering price include:

● the information set forth in this offering circular and otherwise available to the underwriter;

● our history and prospects and the history of and prospects for the industry in which we compete;

● our past and present financial performance;

● our prospects for future earnings and the present state of our development;

● the general condition of the securities markets at the time of this offering;

● the recent market prices of, and demand for, publicly traded capital stock of generally comparable companies; and

● other factors deemed relevant by our underwriter and us.

Indemnification and Control

We have agreed to indemnify the underwriter and soliciting dealers against liabilities relating to the offering arising under the Securities Act and the Exchange Act, liabilities arising from breaches of some or all of the representations and warranties contained in our engagement agreement with the underwriter or agreements with soliciting dealers, and to contribute to payments that the soliciting dealers may be required to make for these liabilities.

The underwriter and the soliciting dealers and their respective affiliates are engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The underwriter and the soliciting dealers and their respective affiliates may in the future perform various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses.

Our Relationship with the Underwriter and Soliciting Dealers

In the ordinary course of their various business activities, the underwriter and soliciting dealers and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of our company. The underwriter and soliciting dealers and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Offering Period and Expiration Date

This offering will start on or after the date that the offering statement is qualified by the SEC and will terminate at the earlier of: (1) the date at which the maximum amount of offered shares of series A preferred stock have been sold, (2) the date which is 180 days after this offering is qualified by the SEC, subject to an extension of up to an additional 180 days at the discretion of our company and the underwriter, or (3) the date on which this offering is earlier terminated by us in our sole discretion. We refer to the duration of this offering as described above as the offering period.

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Investment Procedures

Subscription Procedures for Cambria Capital, My IPO and Cambria Capital’s Clearing Firm

Cambria Capital is an SEC registered broker-dealer and member of FINRA and SIPC. Cambria Capital has been appointed by us and Digital Offering, our managing broker-dealer, as a soliciting dealer for this offering. Cambria Capital operates the My IPO platform as a separate unincorporated business division. Cambria Capital’s clearing firm, who we refer to as the Clearing Firm, is an SEC registered broker-dealer and member of FINRA and SIPC and is authorized to act as a clearing broker-dealer. Cambria Capital and its My IPO division clear through the Clearing Firm as do other broker-dealers who may participate in this offering. We refer to such other broker-dealers that clear through the Clearing Firm and who may participate in this offering as Other Broker-Dealers.

Prospective investors investing through Cambria Capital, My IPO or Other Broker-Dealers will acquire shares of our series A preferred stock through book-entry order by opening an account with Cambria Capital, My IPO, or an Other Broker-Dealer, or by utilizing an existing Cambria Capital account, My IPO account or account with an Other Broker-Dealer. In each such case, the account will be an account owned by the investor and held at the Clearing Firm, as the clearing firm for the exclusive benefit of such investor. The investor will also be required to complete and submit a subscription agreement. Subscriptions for shares of series A preferred stock acquired through an account at Cambria Capital, My IPO or an Other Broker-Dealer are all processed online.

Our transfer agent is Colonial Stock Transfer Company, Inc. Our transfer agent will record and maintain records of the shares of series A preferred stock issued of record by us, including shares issued of record to the Depositary Trust Corporation, which we refer to as the DTC, or its nominee, Cede & Co., for the benefit of broker-dealers, including the Clearing Firm. The Clearing Firm, as the clearing firm, will maintain the individual shareholder beneficial records for accounts at Cambria Capital, My IPO or Other Broker-Dealers.

The process for investing through Cambria Capital, My IPO or through Other Broker-Dealers will work in the following manner. The Clearing Firm will enter into a custody agreement with us pursuant to which we will issue uncertificated securities to be held at the Clearing Firm, and the shares of series A preferred stock held at the Clearing Firm will be reflected as an omnibus position on our records and the transfer agent’s records in the name of the Clearing Firm, for the exclusive benefit of customers. We will open a brokerage account with the Clearing Firm and the Clearing Firm will hold the shares of series A preferred stock to be sold in the offering in book-entry form in our company’s Clearing Firm account. When the shares of series A preferred stock are sold, the Clearing Firm maintains a record of each investor’s ownership interest in those securities. Under an SEC no-action letter provided to the Clearing Firm in January 2015, the Clearing Firm is allowed to treat the issuer as a good control location pursuant to Exchange Act Rule 15c3-3(c)(7) under these circumstances. The customer’s funds will not be transferred into a separate account awaiting the initial closing, or any other closing, but will remain in the customer’s account at the Clearing Firm pending instructions to release funds to us if all conditions necessary for a closing are met. We intend to apply for DTC eligibility of our shares and if our shares gain DTC eligibility then the shares held in the Clearing Firm accounts will be included in the position of DTC or its nominee, Cede & Co., on the records of our transfer agent. 

In order to subscribe to purchase the shares of series A preferred stock through Cambria Capital, My IPO or through an Other Broker-Dealer, a prospective investor must electronically complete and execute a subscription agreement and provide payment using the procedures indicated below. When submitting the subscription request through Cambria Capital, My IPO or an Other Broker-Dealer, a prospective investor is required to agree to various terms and conditions by checking boxes and to review and electronically sign any necessary documents. We will not accept any subscription agreements prior to the SEC’s qualification of this offering.

The funds that will be used by an investor purchasing through Cambria Capital, My IPO or an Other Broker-Dealer that clears through the Clearing Firm to purchase the securities are deposited by the investor prior to the applicable closing date into a brokerage account at the Clearing Firm, which will be owned by the investor. The funds for the investor’s account held at the Clearing Firm can be provided by check, wire, Automated Clearing House, or ACH, push, ACH pull, direct deposit, Automated Customer Account Transfer Service, or ACATS, or non-ACATS transfer. Under an SEC no-action letter provided to the Clearing Firm in July 2015, the funds will remain in the customer’s account after they are deposited and until the conditions of the offering are satisfied and the offering closes, the prospective investor’s offer is cancelled, or this offering is withdrawn or expired.

After any contingencies of the offering or any particular closing are met, we will notify the Clearing Firm when we wish to conduct a closing. The Clearing Firm executes the closing by transferring each investor’s funds from their Cambria Capital, My IPO or Other Broker-Dealer accounts to our Clearing Firm account and transferring the correct number of book-entry shares to each investor’s account from our Clearing Firm account. The shares are then reflected in the investor’s online account and shown on the investor’s Cambria Capital, My IPO or Other Broker-Dealer account statements. Cambria Capital, My IPO and Other Broker-Dealers will also send trade confirmations individually to the investors. 

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Other Procedures for Subscribing

Investors not purchasing through Cambria Capital, My IPO or an Other Broker-Dealer that clears through the Clearing Firm must complete and execute a subscription agreement for a specific number of shares and pay for the shares at the time of the subscription. Subscription agreements may be submitted in paper form, or electronically, if electronic subscription agreements and signature are made available to you by your broker-dealer or registered investment advisor. Generally, when submitting a subscription agreement electronically, a prospective investor will be required to agree to various terms and conditions by checking boxes and to review and electronically sign any necessary documents. You may pay the purchase price for your shares by: (i) check; (ii) wire transfer in accordance with the instructions contained in your subscription agreement or (iii) electronic funds transfer via ACH in accordance with the instructions contained in your subscription agreement. All checks should be made payable to Wilmington Trust, National Association as Escrow Agent for “Remembrance Group, Inc.” Completed subscription agreements will be sent by your broker-dealer or registered investment advisor, as applicable, to Digital Offering at the address set forth in the subscription agreement. Subscription payments should be delivered directly to the escrow agent. If you send your subscription payment to your broker or registered investment advisor, then your broker or registered investment advisor will immediately forward your subscription payment to the escrow agent. Subscriptions will be effective only upon our acceptance, and we reserve the right to reject any subscription in whole or in part.

You may not subscribe to this offering prior to the date this offering is qualified by the SEC, which we will refer to as the qualification date. Before the qualification date, you may only make non-binding indications of your interest to purchase securities in the offering. For any subscription agreements received after the qualification date, we have the right to review and accept or reject the subscription in whole or in part, for any reason or for no reason. If rejected, we will return all funds to the rejected investor within ten business days. If accepted, the funds will remain in the escrow account until all conditions to closing have been satisfied or waived, at which point we will have an initial closing of the offering and the funds in escrow will then be transferred into our general account.

Following the initial closing of this offering, we expect to have several subsequent closings of this offering until the maximum offering amount is raised or the offering is terminated. We expect to have closings on a monthly basis and expect that we will accept all funds subscribed for each month subject to our working capital and other needs consistent with the use of proceeds described in this offering circular.  Investors should expect to wait approximately one month and no longer than forty-five days before we accept their subscriptions and they receive the securities subscribed for.  An investor’s subscription is binding and irrevocable and investors will not have the right to withdraw their subscription or receive a return of funds prior to the next closing unless we reject the investor’s subscription. You will receive a confirmation of your purchase promptly following the closing in which you participate.

Right to Reject Subscriptions

After we receive your complete, executed subscription agreement (a form of which is attached to the offering statement as Exhibit 4.1 and the funds required under the subscription agreement have been transferred to the escrow account, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all monies from rejected subscriptions immediately to you, without interest or deduction.

Acceptance of Subscriptions

Upon our acceptance of a subscription agreement, we will countersign the subscription agreement and issue the shares subscribed at closing. Once you submit the subscription agreement and it is accepted, you may not revoke or change your subscription or request your subscription funds. All accepted subscription agreements are irrevocable.

Investment Amount Limitations

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

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As a Tier 2, Regulation A offering, investors must comply with the 10% limitation to investment in the offering. The only investor in this offering exempt from this limitation is an “Accredited Investor” as defined under Rule 501 of Regulation D. If you meet one of the following tests you should qualify as an Accredited Investor:

1. You are a natural person who has had individual income in excess of $200,000 in each of the two most recent years, or joint income with your spouse in excess of $300,000 in each of these years, and have a reasonable expectation of reaching the same income level in the current year;

2. You are a natural person and your individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time you purchase our shares (please see above on how to calculate your net worth);

3. You are an executive officer or general partner of the issuer or a manager or executive officer of the general partner of the issuer;

4. You are an organization described in Section 501(c)(3) of the Code, a corporation, a Massachusetts or similar business trust or a partnership, not formed for the specific purpose of acquiring the shares, with total assets in excess of $5,000,000;

5. You are a bank or a savings and loan association or other institution as defined in the Securities Act, a broker or dealer registered pursuant to Section 15 of the Exchange Act, an insurance company as defined by the Securities Act, an investment company registered under the Investment Company Act or a business development company as defined in that act, any Small Business Investment Company licensed by the Small Business Investment Act of 1958 or a private business development company as defined in the Investment Advisers Act of 1940;

6. You are an entity (including an Individual Retirement Account trust) in which each equity owner is an accredited investor;

7. You are a trust with total assets in excess of $5,000,000, your purchase of shares is directed by a person who either alone or with his purchaser representative(s) (as defined in Regulation D promulgated under the Securities Act) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, and you were not formed for the specific purpose of investing in the shares; or

8. You are a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has assets in excess of $5,000,000.

NOTE: For the purposes of calculating your Net Worth, it is defined as the difference between total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the fiduciary directly or indirectly provides funds for the purchase of the shares.

Offer Restrictions Outside the United States

Other than in the United States, no action has been taken by us or the underwriter that would permit a public offering of the securities offered by this offering circular in any jurisdiction where action for that purpose is required. The securities offered by this offering circular may not be offered or sold, directly or indirectly, nor may this offering circular or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this offering circular comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this offering circular. This offering circular does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this offering circular in any jurisdiction in which such an offer or a solicitation is unlawful.

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LEGAL MATTERS

The validity of the shares of series A preferred stock covered by this offering circular will be passed upon by Bevilacqua PLLC.

EXPERTS

The consolidated financial statements of our company for the years ended December 31, 2019 and 2018 included in this offering circular have been audited by Somerset CPAs, P.C., an independent registered public accounting firm, as stated in this report appearing herein. Such financial statements have been so included in reliance upon the report of such firm given upon its authority as an expert in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC an offering statement on Form 1-A under the Securities Act with respect to the securities offered in this offering. This offering circular does not contain all the information set forth in the offering statement. For further information with respect to the securities offered in this offering and our company, we refer you to the offering statement and to the attached exhibits. With respect to each such document filed as an exhibit to the offering statement, we refer you to the exhibit for a more complete description of the matters involved.

You may inspect our offering statement and the attached exhibits and schedules without charge at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can also request copies of those documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms.

Our SEC filings, including the offering statement and the exhibits filed with the offering statement, are also available from the SEC’s website at www.sec.gov, which contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Additionally, we will make these filings available, free of charge, on our website at https://www.Remembrancefuneralgroup.com as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. The information on our website, other than these filings, is not, and should not be, considered part of this prospectus and is not incorporated by reference into this document.

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PF MANAGEMENT SERVICES, LLC

(now known as Remembrance Group, Inc.)

Consolidated Financial Statements

Years Ended December 31, 2019 and 2018

PF MANAGEMENT SERVICES, LLC

(now known as Remembrance Group, Inc.)

TABLE OF CONTENTS

	Page
Independent Auditor’s Report on the Consolidated Financial Statements	F-1
Financial Statements
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations	F-3
Consolidated Statements of Equity	F-4
Consolidated Statements of Cash Flows	F-5
Notes to Consolidated Financial Statements	F-6

F-1

Report of Independent Registered Public Accounting Firm

To the Members

PF Management Services, LLC

Naples, Florida

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of PF MANAGEMENT SERVICES, LLC, its wholly-owned subsidiary and affiliates (the “Company”) as of December 31, 2019 and 2018, and the related consolidated statements of operations, members’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019 and 2018, and the results of their operations and their cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the auditing standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2019.

/s/ Somerset CPA’s, P.C.

Indianapolis, Indiana

March 5, 2020

F-2

PF MANAGEMENT SERVICES, LLC

(now known as Remembrance Group, Inc.)

Consolidated Balance Sheets

December 31, 2019 and 2018

	2019			2018
Assets
Current assets:
Cash and cash equivalents	$	459,099		$	182,435
Accounts receivable, net		427,478			503,368
Inventories		317,172			315,610
Other current assets		89,437			80,062
Total current assets		1,293,186			1,081,475
Preneed receivables, net and trust investments		2,997,120			2,673,221
Property and equipment, net		11,415,628			12,201,346
Total Assets	$	15,705,934		$	15,956,042
Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities	$	1,267,781		$	1,158,386
Current maturities of long-term debt		916,873			1,246,510
Short-term notes payable		-			175,000
Total current liabilities		2,184,654			2,579,896
Long-term debt		13,478,032			12,465,752
Finance lease obligations		6,111,995			6,066,677
Deferred receipts held in trust		3,112,744			3,135,171
Accrued preferred dividends		1,809,720			1,206,480
Other long-term liabilities		368,528			52,947
Total liabilities		27,065,673			25,506,923
Commitments and contingencies (Note 8)
Equity:
Members’ deficit		(3,565,716	)		(2,582,446	)
Noncontrolling interests		(7,794,023	)		(6,968,435	)
Total equity		(11,359,739	)		(9,550,881	)
Total Liabilities and Equity	$	15,705,934		$	15,956,042

See accompanying notes.

F-3

PF MANAGEMENT SERVICES, LLC

(now known as Remembrance Group, Inc.)

Consolidated Statements of Operations

For the Years Ended December 31, 2019 and 2018

	2019			2018
Revenue
Service revenue	$	5,048,660		$	5,133,767
Property and merchandise revenue		3,595,547			3,507,513
Other revenue		210,698			525,686
Total revenue		8,854,905			9,166,966
Cost and expenses
Cost of property and merchandise		1,229,551			1,292,921
Cost of service		422,410			372,262
Overhead and other expenses		100,452			80,211
Total costs and expenses		1,752,413			1,745,394
Operating profit		7,102,492			7,421,572
General and administrative expenses		5,522,913			5,503,109
Depreciation and amortization		896,005			899,697
Operating income		683,574			1,018,766
Other income (expense)
Interest expense		(1,831,175	)		(1,780,664	)
Other income (expense)		(658,107	)		(413,416	)
Total other income (expense)		(2,489,282	)		(2,194,080	)
Net loss		(1,805,708	)		(1,175,314	)
Net loss attributable to noncontrolling interests		(825,588	)		(874,617	)
Net loss attributable to common and preferred interests	$	(980,120	)	$	(300,697	)
Net loss per common and preferred unit (basic and diluted)	$	(0.12	)	$	(0.04	)
Weighted average number of common and preferred units outstanding - basic		8,015,562			7,676,205
Weighted average number of common and preferred units outstanding - diluted		8,165,562			8,253,037

See accompanying notes.

F-4

PF MANAGEMENT SERVICES, LLC

(now known as Remembrance Group, Inc.)

Consolidated Statements of Equity

For the Years Ended December 31, 2019 and 2018

	Outstanding Common Units			Outstanding Series A Preferred Units		Common Unit Interest			Series A Preferred Unit Interest		Members' Deficit			Total Members' Equity			Noncontrolling Interest			Total Equity (Deficit)
Balance at January 1, 2018		1,743,660			5,932,545	$	10,000		$	7,311,907	$	(9,603,656	)	$	(2,281,749	)	$	(6,093,818	)	$	(8,375,567	)
Net loss		-			-		-			-		(300,697	)		(300,697	)		(874,617	)		(1,175,314	)
Balance at December 31, 2018		1,743,660			5,932,545		10,000			7,311,907		(9,904,353	)		(2,582,446	)		(6,968,435	)		(9,550,881	)
Issuance of restricted common units		426,832			-		-			-		-			-			-			-
Repurchase of common units		(87,475	)		-		(3,150	)		-		-			(3,150	)		-			(3,150	)
Net loss		-			-		-			-		(980,120	)		(980,120	)		(825,588	)		(1,805,708	)
Balance at December 31, 2019		2,083,017			5,932,545	$	6,850		$	7,311,907	$	(10,884,473	)	$	(3,565,716	)	$	(7,794,023	)	$	(11,359,739	)

See accompanying notes.

F-5

PF MANAGEMENT SERVICES, LLC

(now known as Remembrance Group, Inc.)

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2019 and 2018

	2019			2018
Cash Flows from Operating Activities
Net loss	$	(1,805,708	)	$	(1,175,314	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		896,005			899,697
Accretion of finance lease obligations		45,318			60,281
Gain realized on disposal of property and equipment		(1,206	)		(29,703	)
Changes and assets and liabilities:
Accounts receivable, net of allowance		75,890			144,017
Inventories		(1,562	)		(13,809	)
Other current assets		(9,375	)		(36,577	)
Accounts payable and accrued and other long-term liabilities		259,701			191,349
Accrued preferred dividends		603,240			603,240
Effect of preneed sales production and maturities:
Preneed receivables, net and trust investments		(323,899	)		262,641
Deferred receipts held in trust		(22,427	)		(227,733	)
Deferred revenue		165,275			(34,544	)
Net cash provided by (used in) operating activities		(118,748	)		643,545
Cash Flows from Investing Activities
Cash paid for capital expenditures		(49,000	)		(146,664	)
Proceeds from sales of property and equipment		2,200			37,705
Net cash used in investing activities		(46,800	)		(108,959	)
Cash Flows from Financing Activities
Proceeds from borrowings on notes payable		1,600,000			197,566
Principal payments on long-term debt		(1,154,638	)		(820,610	)
Principal payments on finance lease obligations		-			(6,123	)
Repurchase of common units from member		(3,150	)		-
Net cash provided by (used in) financing activities		442,212			(629,167	)
Increase (Decrease) in Cash and Cash Equivalents		276,664			(94,581	)
Cash and Cash Equivalents, Beginning of Year		182,435			277,016
Cash and Cash Equivalents, End of Year	$	459,099		$	182,435
Supplemental Cash Disclosures
Cash paid for interest	$	1,703,175		$	1,780,664

See accompanying notes.

F-6

PF MANAGEMENT SERVICES, LLC

(now known as Remembrance Group, Inc.)

Notes to Consolidated Financial Statements

December 31, 2019 and 2018

Note 1 - Nature of Operations and Summary of Significant Accounting Policies:

PF Management Services, LLC, now known as Remembrance Group, Inc. (the “Company”) is a provider of death care services and products, with funeral service locations operating in the United States. Our funeral operations consist of Funeral Service locations, Funeral Service/Cemetery combination locations, Crematories, and other related businesses, which enables us to provide services to every consumer regardless of their preferences when death occurs. We sell Funeral/Cemetery property merchandise and services at the time of need and on a pre-need basis.

Our funeral service locations provide all professional services relating to Funerals and Cremations, including the use of funeral facilities and motor vehicles, arranging and directing services, removal, preparation, Cremations, memorialization, and catering. Funeral merchandise, including burial and Cremation caskets and related accessories, urns and other Cremation receptacles, outer burial containers, flowers, online and video tributes, memorial stationery products, memorial tributes, Cremation memorialization products, and other ancillary merchandise is sold at our Funeral service locations.

Principles of Consolidation and Basis of Presentation

The Company has a wholly-owned subsidiary which operates one Funeral service location. The Company also operates seven Funeral service locations which are consolidated into our financial statements due to the entities being either majority owned by the Company or are consolidated because we are the primary beneficiary of the affiliated entities. Two of these Funeral service locations are majority owned by the Company and the other five Funeral service locations  are either separately owned entities or the Company owns a minority interest. The Company also manages two unaffiliated Funeral service locations under long-term contracts and other agreements in which we do not control and does not require to be consolidated. As a result, the Company did not consolidate the assets and liabilities related to these Funeral service locations. Under the long-term contract and other agreements associated with these Funeral service locations, which are subject to certain termination provisions, the Company is the exclusive operator of these Funeral service locations and earns revenues related to sales of services and merchandise. Upon termination of these agreements, the Company will retain certain benefits related to the contractual agreement. The Company has also recognized the existing customer contract-related performance obligations that it assumed as part of these agreements.

Our consolidated financial statements include the accounts of the Company and all subsidiaries in which we hold a controlling financial interest. The subsidiaries are consolidated because they are controlled by us. Control over a subsidiary exists because we possess the power to direct the activities that most significantly impact the subsidiary’s economic performance. The power to direct those activities arises either through us owning a majority voting interest in the subsidiary, or, alternatively, through legal or contractual rights or obligations of us whose terms implicitly or explicitly convey that power. Intercompany balances and transactions have been eliminated in consolidation.

Our consolidated financial statements also include the accounts of the Funeral service trusts in which we have a variable interest and are the primary beneficiary. We have retained the specialized industry accounting principles when consolidating the trusts. Our trusts are variable interest entities, for which we have determined that we are the primary beneficiary as we absorb a majority of the losses and returns associated with these trusts. Although we consolidate the trusts, it does not change the legal relationships among the trusts, us, or our customers. The customers are the legal beneficiaries of these trusts; therefore, their interests in these trusts represent a liability to us.

F-7

PF MANAGEMENT SERVICES, LLC

(now known as Remembrance Group, Inc.)

Notes to Consolidated Financial Statements

December 31, 2019 and 2018

Use of Estimates in the Preparation of Financial Statements

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. As a result, actual results could differ from these estimates.

Cash and Cash Equivalents

For purposes of the consolidated statements of cash flows, the Company considers all highly liquid investments that are purchased within three months or less of an instrument’s maturity date to be cash equivalents.

Revenue Recognition

The Company’s revenues are derived from contracts with customers through sale and delivery of death care products and services. Primary sources of revenue are derived from Funeral Home operations generated both at the time of death (“at-need”) and prior to the time of death (“pre-need”), classified on the Consolidated Statements of Operations as Service Revenue and Property and Merchandise Revenue and investment income which includes income earned on assets maintained in service trusts related to sales of Funeral Home services occurring prior to the time of death and required to be maintained in the trust by state law as well as interest earned on pre-need installment contracts. Investment income is presented within Other revenue on the Consolidated Statements of Operations.

Revenue is recognized when control of the merchandise or services is transferred to the customer. Our performance obligations include the delivery of Funeral and Cemetery property, merchandise and services. Control transfers when merchandise is delivered, or services are performed. Sales taxes collected are recognized on a net basis in our consolidated financial statements. On our at-need contracts, we generally deliver the merchandise and perform the services at the time of need.

We also sell price-guaranteed pre-need contracts through various programs providing for future merchandise and services at prices prevailing when the agreements are signed. Revenue associated with sales of pre-need contracts is deferred until control of the merchandise or the services is transferred to the customer, which is upon delivery of the merchandise or as services are performed, generally at the time of need. Revenue is recognized at the time of delivery when control of the memorialization merchandise is transferred.

All personalized marker merchandise is sold on an at-need contract, when delivery is made with manufacturer fulfillment, we will:

● purchase the merchandise from vendors,

● personalize such merchandise in accordance with the customer’s specific written instructions,

● install or deliver for installation the merchandise, based on the customer’s instructions and

● transfer title to the customer.

We recognize revenue during the period in which it was sold. There is no general right of return for delivered items. Costs related to delivery or performance of merchandise and services are charged to expense when merchandise is delivered, or services are performed.

F-8

PF MANAGEMENT SERVICES, LLC

(now known as Remembrance Group, Inc.)

Notes to Consolidated Financial Statements

December 31, 2019 and 2018

Total consideration received for price-guaranteed pre-need and for at-need contracts with customers represents the stated amount of the contract excluding any amounts collected on behalf of third parties, such as sales taxes. Additionally, pursuant to state or provincial law, all or a portion of the proceeds from merchandise or services sold on a pre-need basis may be required to be deposited into trust funds and earnings on these trust funds, which are specifically identifiable for each performance obligation, are also included in total consideration.

The total consideration received for contracts with customers is allocated to each performance obligation based on relative selling price. Relative selling prices are determined by either the amount we sell the performance obligation for on a stand-alone basis or our best estimate of the amount we would sell it for based on an adjusted market assessment approach that is consistent with our historical pricing practices.

Payment on at-need contracts is generally due at the time the merchandise is delivered or the services are performed. For pre-need contracts, payment generally occurs prior to our fulfillment of the performance obligations. Our pre-need contracts may also have extended payment terms. We do not accrue interest on pre-need receivables if they are not paid in accordance with the contractual payment terms given the nature of our merchandise and services, the nature of our contracts with customers, and the timing of the delivery of our services. We do not consider pre-need receivables to be past due until the merchandise or services are required to be delivered at which time the pre-need receivable is paid or reclassified as a trade receivable with payment terms of less than thirty days. For unfulfilled performance obligations on cancelable pre-need contracts, our Consolidated Balance Sheet reflects the net contract liability, which represents the amount we have collected from customers, in deferred revenue, net.

Pursuant to state or provincial law, all or a portion of the proceeds from services sold on a pre-need basis may be required to be deposited into trust funds. When we receive payments from the customer, we deposit the amount required by law into the service trusts and reclassify the corresponding amount from deferred revenue, net into deferred receipts held in trust. Amounts are withdrawn from the service trusts when we fulfill the performance obligations. Earnings on these trust funds, which are specifically identifiable for each performance obligation, are also included in total consideration. We defer these investment earnings related to the service trusts until the associated services are performed.

If a pre-need contract is canceled prior to delivery, state or provincial law determines the amount of the refund owed to the customer, if any, including the amount of the attributed investment earnings. Upon cancellation, we receive the amount of principal deposited to the trust and previously undistributed net investment earnings and, where required, issue a refund to the customer. In addition, we are entitled to retain, in certain jurisdictions, a portion of collected customer payments when a customer cancels a pre-need contract. We recognized these retained funds, if any, and the attributed investment earnings (net of any investment earnings payable to the customer) as revenue in the Consolidated Statement of Operations. In certain jurisdictions, we may be obligated to fund any shortfall if the amount refundable to the customer exceeds the funds in trust.

Accounts Receivable and Allowance for Doubtful Accounts

Our trade receivables primarily consist of amounts due for funeral services already performed. We provide various allowances and cancellation reserves for our receivables. These allowances are based on an analysis of historical trends of collection and cancellation activity. At-need receivables are considered past due after thirty days. Collections are generally managed by the locations or third party agencies acting on behalf of the locations, until a receivable is one hundred eighty days delinquent at which time it is fully reserved and sent to a collection agency. These estimates are impacted by a number of factors, including changes in the economy, and demographic or competitive changes in our areas of operation.

F-9

PF MANAGEMENT SERVICES, LLC

(now known as Remembrance Group, Inc.)

Notes to Consolidated Financial Statements

December 31, 2019 and 2018

Inventories

Funeral merchandise items are stated at the lower of average cost or net realizable value. Inventory costs and Cemetery property are relieved using specific identification in fulfillment of performance obligations on our contracts.

Property and Equipment, Net

Property and equipment are stated at cost or, upon acquisition of a business, at the fair value of the assets acquired and depreciated on a straight-line basis. Maintenance and repairs are charged to expense, whereas renewals and major replacements that extend the assets useful lives are capitalized. Depreciation is recognized ratably over the estimated useful lives of the various classes of assets. Buildings and improvements are depreciated over a period ranging from seven to forty years, equipment is depreciated over a period from three to seven years, and leasehold improvements are depreciated over the shorter of the lease term or the life of the asset. When property or equipment is sold or retired, the cost and related accumulated depreciation are removed from the Consolidated Balance Sheet; resulting gains and losses are included in the Consolidated Statement of Operations in the period of sale or disposal.

Leases

We have lease arrangements related to real estate for our funeral service locations that are classified as finance leases at December 31, 2019 and 2018. Lease terms related to real estate generally range from seven to forty years with options to renew at varying terms. We consider reasonably assured renewal options and fixed escalation provisions in our calculation. For more information related to leases, see Note 6.

Fair Value of Measurements

We measure the available-for-sale securities held by our funeral services trusts at fair value on a recurring basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We utilize a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

● Level 1 - Financial assets or liabilities whose values are based on unadjusted quoted prices available in active markets for identical assets or liabilities.

● Level 2 - Financial assets or liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.

● Level 3 - Financial assets or liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.

An asset’s or liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

F-10

PF MANAGEMENT SERVICES, LLC

(now known as Remembrance Group, Inc.)

Notes to Consolidated Financial Statements

December 31, 2019 and 2018

Fixed income commingled funds and money market funds are measured at net asset value. Fixed income commingled funds and money market funds are redeemable for net asset value with two weeks’ notice and immediately, respectively.

We assess our investments in fixed income instruments for other-than-temporary declines in fair value on a quarterly basis. Prior to our adoption of the new guidance on financial instruments discussed below in “Recently Issued Accounting Pronouncements”, we also assessed our investments in equity instruments for other-than temporary declines in fair value on a quarterly basis. Impairment charges resulting from these assessments are recognized as investment losses in Other income (expense), net. These investment losses, if any, are offset by the corresponding reclassification in Other income (expense), net, related to Deferred receipts held in trust. For the years ended December 31, 2019 and 2018, we did not record an impairment charge for other-than-temporary declines in fair value related to certain investments.

Insurance-Funded Pre-Need Contracts

Where permitted by state or provincial law, we may sell a life insurance or annuity policy from third-party insurance companies, for which we earn a commission as general sales agent for the insurance company. These general agency commissions are based on a percentage per contract sold and are recognized as funeral revenue when the insurance purchase transaction between the pre-need purchaser and third-party insurance provider is completed. All selling costs incurred pursuant to the sale of insurance-funded pre-need contracts are expensed as incurred. Pre-need funeral contracts to be funded at maturity by third-party insurance policies totaled approximately $13,884,000 and $14,140,000 on a consolidated basis at December 31, 2019 and 2018, respectively, however these policies are not recorded as an asset or liability on the consolidated balance sheet.

We do not reflect the unfulfilled insurance-funded pre-need contract amounts in our Consolidated Balance Sheet. The policy amount of the insurance contract between the customer and the third-party insurance company generally equals the amount of the pre-need contract. Where jurisdictions allow, the policyholder may have made a revocable commitment to assign the proceeds from the policy to us at the time of need. The proceeds of the life insurance policies or annuity contracts will be reflected in funeral service and merchandise revenue as we perform these funerals.

Deferred Revenues

Revenues from the sale of services and merchandise as well as any investment income is deferred until such time that the services are performed and the merchandise is delivered. In addition to amounts deferred on new contracts, investment income, deferred revenues include deferred revenues from pre-need sales that were entered into by entities prior to the Company’s acquisition of those entities or the assets of those entities. The Company provides for a profit margin for these deferred revenues to account for the projected future costs of delivering products and providing services on pre-need contracts that the Company acquired through acquisition. These revenues and their associated costs are recognized when the related merchandise is delivered or services are performed and are presented on a gross basis on the Consolidated Statements of Operations.

F-11

PF MANAGEMENT SERVICES, LLC

(now known as Remembrance Group, Inc.)

Notes to Consolidated Financial Statements

December 31, 2019 and 2018

Income Taxes

The Company is not subject to U.S. federal and most state income taxes for the years ended December 31, 2019 and 2018. For these years the members of the Company are liable for income tax in regard to their distributive share of the Company’s taxable income. Such taxable income may vary substantially from net income reported in the accompanying consolidated financial statements. The Company’s corporate subsidiaries and consolidated affiliates are also not subject to U.S. federal and most state income taxes. The members of the affiliated consolidated companies are liable for income tax in regard to their distributive share of the Company’s taxable income. As discussed more fully in Note 10 – Subsequent Events on January 31, 2020 the Company elected to convert its organizational status from a Delaware limited liability company to a Delaware corporation.

Accounting principles generally accepted in the United States of America require the Company to examine its tax positions for uncertain positions. Management is not aware of any tax positions that are more likely than not to change in the next 12 months or that would not sustain an examination by applicable taxing authorities. The Company’s policy is to recognize penalties and interest as incurred in its Consolidated Statement of Operations. The Company’s federal and various state income tax returns for 2017 through 2019 are subject to examination by the applicable tax authorities, generally for three years after the later of the original or extended due date.

Recently Issued Accounting Pronouncements

In June 2016 and November 2018, the FASB amended “Financial Instruments” to provide financial statement users with more decision-useful information about the expected credit losses on debt instruments and other commitments to extend credit held by a reporting entity at each reporting date. This amendment replaces the incurred loss impairment methodology in the current standard with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to support credit loss estimates. The new guidance is effective for us on January 1, 2023, and we are still evaluating the impact of adoption on our consolidated results of operations, consolidated financial position and cash flows.

In February 2016, the FASB issued Accounting Standards Update 2016-02, “Leases”. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard also requires a lessor to classify leases as either sales-type, finance or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as financing. If the lessor doesn’t convey risks and rewards or control, an operating lease results. The new standard is effective for fiscal years beginning after a deferred one year period to January 1, 2021, including interim periods within those fiscal years. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available.

F-12

PF MANAGEMENT SERVICES, LLC

(now known as Remembrance Group, Inc.)

Notes to Consolidated Financial Statements

December 31, 2019 and 2018

The Company adopted the new guidance on January 1, 2019 using the full retrospective transition method. The full retrospective transition method includes a number of optional practical expedients and accounting policy elections.

1. We elected a package of practical expedients to not reassess:

a. whether a contract is or contains a lease (as an accounting policy election, we did not reassess whether arrangements grandfathered under EITF 01-8 are or contain leases),

b. lease classification, or

c. initial direct costs.

2. We did not elect a practical expedient to use hindsight when determining lease term.

3. We did not elect the short-term lease recognition exemption.

4. The remaining practical expedients did not apply or did not have a material impact.

Our current lease portfolio is composed of real estate. Upon adoption of this standard, we recognized a right-of-use asset and liability related to lease arrangements which were originally recorded as capital leases. The adoption of the new standard did not significantly impact our consolidated financial position due to the recognition of the right-of-use asset and liability for our leases as the leases were originally recorded as capital leases. The adoption did not have a material impact to our consolidated results of operations or cash flows.

In August 2018, the FASB amended “Fair Value Measurements” to modify the disclosure requirements. The amendment removes requirements to disclose (1) the amount of and reasons for transfers between levels 1 and 2 of the fair value hierarchy, (2) our policy for timing of transfers between levels, and (3) the valuation processes used in level 3 measurements. It clarifies that, for investments measured at net asset value, disclosure of liquidation timing is only required if the investee has communicated the timing either to us or publicly. It also clarifies that the narrative disclosure of the effect of changes in level 3 inputs should be based on changes that could occur at the reporting date. The amendment adds a requirement to disclose the range and weighted average of significant unobservable inputs used in level 3 measurements. The amended guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years and is not expected to have an impact on our consolidated results of operations, consolidated financial position, and cash flows.

Note 2 - Accounts Receivable, Net of Allowance:

Accounts receivable, net, consisted of the following at December 31, 2019 and 2018:

	2019			2018
Customer receivables	$	856,819		$	802,215
Less: provision for bad debt		(429,341	)		(298,847	)
Accounts receivable, net	$	427,478		$	503,368

F-13

PF MANAGEMENT SERVICES, LLC

(now known as Remembrance Group, Inc.)

Notes to Consolidated Financial Statements

December 31, 2019 and 2018

Note 3 - Preneed Receivables, Net and Trust Investments:

At December 31, 2019 and 2018, the Company’s service trusts consisted of the investment in debt and equity marketable securities and cash equivalents, both directly as well as through mutual and investment funds.

All of these investments are carried at fair value. All of these investments subject to the fair value hierarchy are considered either Level 1 or Level 2 assets pursuant to the three-level hierarchy described in Note 1. There were no Level 3 assets.

The service trusts are variable interest entities of which the Company is deemed the primary beneficiary. The assets held in the trusts are required to be used to provide the services to which they relate. If the value of these services falls below the cost of providing such services, the Company may be required to fund this shortfall.

A reconciliation of the Company’s trust activities for the years ended December 31, 2019 and 2018 is presented below:

	2019			2018
Balance - beginning of period	$	2,673,221		$	2,935,862
Net preneed contract sales		401,389			237,417
Cash receipts from customers, net		(401,389	)		(237,417	)
Deposits to trust		401,389			237,417
Net undistributed investment earnings		295,902			87,156
Maturities and distributed earnings		(373,392	)		(587,214	)
Balance - end of period	$	2,997,120		$	2,673,221

The components of Preneed receivables, net and trust investments in our Consolidated Balance Sheets at December 31, 2019 and 2018 was as follows:

	2019		2018
Trust Investments, at market	$	2,899,033	$	2,607,924
Insurance-backed fixed income securities		98,087		65,297
Total	$	2,997,120	$	2,673,221

F-14

PF MANAGEMENT SERVICES, LLC

(now known as Remembrance Group, Inc.)

Notes to Consolidated Financial Statements

December 31, 2019 and 2018

The market value associated with the assets held in the trusts as of December 31, 2019 and 2018 were as follows:

Assets at Fair Value as of December 31, 2019

	Level 1		Level 2		Total
Fixed income securities	$	-	$	1,433,085	$	1,433,085
Common stock		826,586		-		826,586
Preferred stock		-		21,325		21,325
Registered Investment companies		556,030		-		556,030
Trust Investments, at fair value	$	1,382,616	$	1,454,410	$	2,837,026
Cash and cash equivalents						57,784
Alternative investments						4,223
Other Insurance backed fixed income securities						98,087
Trust Investments, at net asset value						160,094
Trust Investments, at market					$	2,997,120

Assets at Fair Value as of December 31, 2018

	Level 1		Level 2		Total
Fixed income securities	$	-	$	1,445,966	$	1,445,966
Common stock		658,362		-		658,362
Preferred stock		-		28,462		28,462
Registered Investment companies		259,525		-		259,525
Trust Investments, at fair value	$	917,887	$	1,474,428	$	2,392,315
Cash and cash equivalents						149,582
Alternative investments						66,027
Other Insurance backed fixed income securities						65,297
Trust Investments, at net asset value						280,906
Trust Investments, at market					$	2,673,221

F-15

PF MANAGEMENT SERVICES, LLC

(now known as Remembrance Group, Inc.)

Notes to Consolidated Financial Statements

December 31, 2019 and 2018

Note 4 - Property and Equipment:

Property and equipment consisted of the following at December 31, 2019 and 2018:

	2019			2018
Computer equipment	$	176,768		$	171,013
Furniture and fixtures		1,214,839			1,213,643
Autos and trucks		1,071,400			1,084,171
Buildings		5,330,835			5,330,835
Finance lease right of use assets		5,790,000			5,790,000
Land		1,508,244			1,508,244
Leasehold improvements		420,461			385,126
Property and equipment, gross		15,512,547			15,483,032
Less: accumulated depreciation		(4,096,919	)		(3,281,686	)
Property and equipment, net	$	11,415,628		$	12,201,346

Depreciation expense was $833,724 and $814,721 for the years ended December 31, 2019 and 2018, respectively.

Note 5 - Debt:

Total debt consisted of the following at December 31, 2019 and 2018:

	2019		2018
Note payable to banking institution at the prime rate + 2.00% (6.75% and 7.50% at December 31, 2019 and 2018, respectively) due in monthly installments. The note is secured by substantially all assets of the affiliate and the Company. The note matures May 2038.	$	957,287	$	980,727
Note payable to banking institution at the prime rate + 2.00% (6.75% and 7.50% at December 31, 2019 and 2018, respectively) due in monthly installments. The note is secured by substantially all assets of the affiliate and the Company. The note matures May 2020.		10,294		29,782
Note payable to finance company at the interest rate of 2.99% due in monthly installments. The note is secured by the financed equipment. The note was paid in full.		-		936
Note payable to banking institution at the prime rate + 2.75% (7.50% and 8.25% at December 31, 2019 and 2018, respectively) due in monthly installments. The note is secured by substantially all assets of the affiliate and the Company. The note matures December 2038.		1,090,351		1,114,042

F-16

PF MANAGEMENT SERVICES, LLC

(now known as Remembrance Group, Inc.)

Notes to Consolidated Financial Statements

December 31, 2019 and 2018

Note payable to banking institution at 5.55% interest due in monthly installments. The note is secured by the financed equipment. The note matures September 2022.	16,029	21,292
Note payable to banking institution at the prime rate + 2.75% (7.50% and 8.25% at December 31, 2019 and 2018, respectively) due in monthly installments. The note is secured by substantially all assets of the affiliate and the Company. The note matures January 2039.	3,261,530	3,324,755
Note payable to banking institution at the prime rate + 2.75% (7.50% and 8.25% at December 31, 2019 and 2018, respectively) due in monthly installments. The note is secured by substantially all assets of the affiliate and the Company. The note matures June 2039.	3,727,361	3,802,570
Note payable to finance company at the implied interest rate of 7.00% due in monthly installments. The note is secured by the financed equipment. The note matures August 2020.	7,453	15,448
Note payable to finance company at the interest rate of 5.99% due in monthly installments. The note is secured by the financed equipment. The note matures January 2021.	9,492	17,339
Note payable to private equity firm at the prime rate + 6.75% (11.50% and 12.25% at December 31, 2019 and 2018, respectively) due in monthly installments. The note is secured by substantially all assets of the subsidiary and the Company. The note matures December 2025.	534,456	591,204
Note payable to private equity firm at the prime rate + 5.75% (10.50% and 11.25% at December 31, 2019 and 2018, respectively) due in monthly installments. The note is secured by substantially all assets of the subsidiary. The note matures March 2020.	7,247	35,619
Note payable to private equity firm at the prime rate + 3.50% (8.25% and 9.00% at December 31, 2019 and 2018, respectively) due in monthly installments. The note is secured by substantially all assets of the affiliate and the Company. The note matures November 2031.	130,593	136,664
Note payable to finance company at the implied interest rate of 7.99% due in monthly installments. The note is secured by the financed equipment. The note matures December 2021.	21,302	31,178
Note payable to private equity firm at the prime rate + 6.00% (10.75% and 11.50% at December 31, 2019 and 2018, respectively) due in monthly installments. The note is secured by substantially all assets of the subsidiary and the Company. The note matures November 2026.	300,420	327,864

F-17

PF MANAGEMENT SERVICES, LLC

(now known as Remembrance Group, Inc.)

Notes to Consolidated Financial Statements

December 31, 2019 and 2018

Note payable to private equity firm at the prime rate + 5.00% (9.75% and 10.50% at December 31, 2019 and 2018, respectively) due in monthly installments. The note is secured by substantially all assets of the subsidiary and the Company. The note matures June 2030.		207,964			218,687
Note payable to private equity firm at the prime rate + 6.50% (11.25% and 12.00% at December 31, 2019 and 2018, respectively) due in monthly installments. The note is secured by substantially all assets of the affiliate, a related affiliated company and the Company. The note matures August 2026.		425,606			465,708
Note payable to seller at 3.00% interest due in quarterly installments. The note is unsecured. The note matures December 2022.		172,088			226,107
Note payable to seller at 4.50% interest due in quarterly installments. The note is secured by the affiliate company’s property. The note matures May 2021.		104,694			125,556
Note payable to investor at 5.50% interest due in monthly installments. The note is secured by the affiliate company’s property. The note matures November 2030.		509,437			535,604
Convertible note payables to investors at 12%, principal and accrued interest is due and payable at maturity March 2021 and detailed in the Subordinated Convertible Notes Disclosure under Note 5.		1,600,000			-
Consulting agreement acquisition obligations to sellers in monthly installments. Agreements mature at various dates from April 2020 through October 2021.		92,125			161,013
Covenant not to compete acquisition obligations to sellers in quarterly installments. Agreements mature at various dates from June 2025 through March 2027.		1,544,954			1,931,325
		14,730,683			14,093,420
Less current maturities		(916,873	)		(1,246,510	)
Less loan origination fees, net		(335,778	)		(381,158	)
Long-term portion	$	13,478,032		$	12,465,752

F-18

PF MANAGEMENT SERVICES, LLC

(now known as Remembrance Group, Inc.)

Notes to Consolidated Financial Statements

December 31, 2019 and 2018

The aggregate maturities of our long-term debt for the next five years subsequent to December 31, 2019 and thereafter are as follows:

Year Ending December 31
2020	$	916,873
2021		2,462,264
2022		784,143
2023		776,387
2024		833,908
2025 and Thereafter		8,957,108
	$	14,730,683

Amortization of debt issuance costs related our debt obligations was $62,281 and $84,976 for the years ended December 31, 2019 and 2018, respectively.

Subordinated Convertible Notes

In March and October 2019, the Company issued $1,100,000 and $500,000, respectively of unsecured Subordinated Convertible Notes pursuant to note purchase agreements (the “Note Purchase Agreements”). Interest will accrue on the principal balance of each Note at a simple rate of 12% per annum. The principal and unpaid accrued interest on each Note then outstanding will be due and payable upon demand by the holders of a majority-in-interest of the aggregate principal amount of the Notes (the “Requisite Noteholders”) on or after the date (the “Maturity Date”) that is 24 months following the date of the Initial Closing.

The Subordinated Convertible Notes are subject to (i) automatic conversion into equity securities issued in the Company’s next equity financing (the “Next Equity Financing”) issued and sold at the close of the Company’s next equity financing yielding gross proceeds of at least $5,000,000 in a single transaction or a series of related transactions (which, for the avoidance of doubt, shall exclude the aggregate principal amount of the Notes converted); or (ii) at the Purchaser’s option, in the event of (a) a sale by the Company of all or substantially all of its assets, (b) a merger of the Company with or into another entity (if after such merger the holders of a majority of the Company’s voting security immediately prior to the transaction do not hold a majority of the voting securities of the successor entity), or (c) the transfer of more than 50% of the Company’s voting securities to a person or group; and (iii) at the Requisite Noteholders’ option, on or after the Maturity Date while such Note remains outstanding, into the Company’s Common Units ( a “Maturity Conversion”).

In the event of the Next Equity Financing, the outstanding principal and accrued interest will automatically convert into a number of unregistered shares of equity securities, equal to the outstanding principal and accrued interest at such closing date divided by the applicable conversion price (the “Conversion Price”). The Conversion Price is determined (i) with respect to a Next Equity Financing Conversion, the lesser of: (a) the price that is 40% (the “Discount”) less than the lowest price per unit of the membership units sold in the Next Equity Financing; and (b) the quotient resulting from dividing $3,000,000 (the “Valuation Cap”) by the Company’s fully diluted capitalization immediately prior to closing of the Next Equity Financing; (ii) with respect to a Corporate Transaction Conversion, the quotient resulting from dividing the Valuation Cap by the Company’s fully diluted capitalization immediately prior to the closing of the Corporate Transition; and (iii) with respect to a Maturity Conversion, the quotient resulting from dividing the Valuation Cap by the Company’s fully diluted capitalization immediately prior to the Maturity Conversion.

F-19

PF MANAGEMENT SERVICES, LLC

(now known as Remembrance Group, Inc.)

Notes to Consolidated Financial Statements

December 31, 2019 and 2018

Note 6 - Finance Lease Obligations

In 2016 and 2015, the Company entered into noncancelable leases for four of our funeral service locations that expire at various dates with initial lease terms ranging from June 2022 to October 2023. As of December 31, 2019, the four finance lease arrangements had aggregate gross and net asset values of $5.79 million and $5.243 million, respectively. As of December 31, 2018, the four capital lease arrangements had aggregate gross and net asset values of $5.79 million and $5.379 million, respectively. The agreements also provide the Company with renewal options that will extend the expected lease terms through October 2044. Leasehold improvements are amortized over the shorter of the lease term or asset life, which may include renewal periods where the renewal is reasonably assured. The average lease terms and discount rates for our finance leases as of December 31, 2019 are 24.5 years and 9.5%, respectively. The aggregate amount of remaining future minimum lease payments as of December 31, 2019 is as follows:

Year Ending December 31
2020	$	627,809
2021		642,705
2022		657,957
2023		673,574
2024		689,565
2025 and Thereafter		17,068,095
Total		20,359,705
Less: Interest on capital leases		(14,247,710	)
Total principal payable on capital leases	$	6,111,995

The lease agreements contain terms that give the Company the option to purchase the real estate assets. If the Company acquires the real estate from the lessor at the end of initial seven year term, for three of the lease agreements the price equals the then current year’s rent multiplied by ten (10) and the remaining agreement the buyout price for the real estate is the then current annual rent divided by 9.75%. The lease agreements also contain early buyout options with differing buyout terms for years one (1) to four (4) and for years five (5) to seven (7). During years one to four, the Company is required to pay a 6.00% premium in addition to the buyout formula amount and during years five to seven, the premium is 4.00%.

The lessor has required corporate and personal guarantees for the lease obligations and the Company entered into a continuing and unconditional guaranty of payment and performance agreement for the lease obligations. Additionally, certain members of the Company and members of the affiliated companies also provide personal guarantees similar to the continuing and unconditional guaranty of payment and performance agreement executed by the Company.

The Company has other debt obligations outstanding with the lessor that are described in Note 5. The individual financings provided by the lessor are cross-collateralized through a cross default/cross collateralization agreement that was executed. If any of the entities that are parties to the lessor’s agreements and provided collateral for those specific financings also serve as collateral for all of the other debt facilities provided by lessor. Additionally, if any of these entities are in default per the terms of the specific loan agreements, the lessor can declare that all of the agreements are in default, with certain exceptions and limiting terms. As part of each financing, the lessor and the Company’s series A preferred unit holder entered into a subordination agreement that limits the Company’s ability to make payments (such as cash dividends) to the Company’s series A preferred unit holder.

F-20

PF MANAGEMENT SERVICES, LLC

(now known as Remembrance Group, Inc.)

Notes to Consolidated Financial Statements

December 31, 2019 and 2018

Note 7 - Members’ Equity:

The Company’s membership interests are represented by common units and preferred units.

Unrestricted Common Units and Restricted Common Units

The Company is authorized to issue up to a total of 12,000,000 common units. The Company is required to reserve and keep available out of its authorized and unissued common units such number of its duly authorized common units sufficient to (a) effect the conversion of outstanding and any convertible debt outstanding, preferred units into common units, (b) effect the exercise of any warrants outstanding, (c) issue the maximum amount of common units that can be issued under the Company’s equity incentive plan, and (d) issue any common units issuable in connection with options issued in connection with the Company’s equity incentive plan. If at any time the number of authorized and unissued common units is insufficient to fully effect the necessary conversions of the outstanding convertible instruments then the Company will take such action necessary to increase the authorized and unissued common units to a number that is sufficient for such purposes, including, but not limited to, using the Company’s best efforts to obtain requisite approvals from the Company’s Member(s) or Manager(s) for any necessary amendment to the Company’s operating agreement.

The Company is authorized to award common units to executive officers and to negotiate and enter into employment agreements or award agreements with each executive officer to whom it awards common units, which include such terms, conditions (including vesting conditions), rights, and obligations as may be determined by the Company’s Board of Directors. The Board of Directors may establish such vesting criteria for the awards of common units as it determines in its discretion and shall include such vesting criteria in an applicable employment agreement or award agreement. Common units that have not vested are restricted common units and common units that have vested are referred to as unrestricted common units.

We had 2,083,017 and 1,743,660 common units issued and outstanding at December 31, 2019 and 2018, respectively.

Convertible Preferred Units

The Company is authorized to issue up to 6,500,000 preferred units. At any time and from time to time, at the option of any holder thereof, each of the preferred units shall be convertible, by delivery of written notice to the Company, into the number of fully paid and nonassessable common units determined by dividing the liquidation preference amount (as defined in the Company’s operating agreement) of each preferred unit by the applicable series A conversion price, determined in accordance with the provisions of the Company operating agreement, in effect at the time of conversion. Each of the preferred units shall automatically be converted into the number of fully paid and nonassessable common units, without any act by the Company or the holder of preferred units, upon a qualified initial public offering.

We had 5,932,545 Series A Convertible Preferred Units (“Preferred Units”) issued and outstanding at December 31, 2019 and 2018, respectively.

F-21

PF MANAGEMENT SERVICES, LLC

(now known as Remembrance Group, Inc.)

Notes to Consolidated Financial Statements

December 31, 2019 and 2018

The Series A Convertible Preferred Units currently has a conversion price of $1.1709 per unit and shall be subject to adjustment based upon the terms of the Company’s operating agreement. The Company has also granted participation rights to each of the preferred unit holders and any permitted subsequent holder of the preferred units (if any) or of any of the common units issuable upon conversion of the preferred units the right to purchase all or any part of such holder’s pro rata share of new securities that the Company may issue, from time to time. Each preferred unit holder and any such permitted holder may purchase all or any part of such holder’s pro rata share of such new securities based on the same terms and at the same price at which the Company proposes to sell and issue the new securities.

The preferred units accrue a cumulative dividend at a rate of 8.25% per annum on the original issue price of the preferred units from the date of issuance of the preferred units (“Series A Preferred Dividends”). The Series A Preferred Dividends is payable quarterly on January 1, April 1, July 1, and October 1 of each fiscal year.

During the years ended December 31, 2019 and 2018 we accrued $603,240 in Series A Preferred Dividends, respectively. As of December 31, 2019, and 2018 there was $1,809,720 and $1,206,480 in accrued but unpaid dividends, respectively.

Upon the occurrence of a deemed liquidation event, the preferred unit holders will receive, in preference to all holders of common units, a liquidation preference amount plus all accrued but unpaid Series A Preferred Dividends on each of the preferred units and, thereafter, shall participate in distributions with the common units on an as-converted basis. If there are insufficient cash proceeds to distribute the liquidation preference amount plus all accrued but unpaid Series A Preferred Dividends, at the request of the holder of a majority of the preferred units, the preferred unit holders shall receive additional common units. The number of additional units shall equal the liquidation preference amount plus all accrued but unpaid Series A Preferred Dividends, minus cash received, divided by the fair market value of the common units immediately following the deemed liquidation event.

Subsequent to December 31, 2019 the preferred unit holders elected to convert the number of Preferred Units of the Company and Series A Preferred Dividends accrued and unpaid into Common Units of the Company. On January 31, 2020 the 5,932,545 Preferred Units issued and outstanding at December 31, 2019 were converted to 6,244,651 Common Units and the accrued but unpaid Series A Preferred Dividends of $1,859,014 were converted to 1,587,680 Common Units.

Equity Incentive Plan

The Company established an equity incentive plan in which the Company’s Board of Directors is authorized to issue a number of restricted common units to employees and other persons outside of holders of the Company’s preferred units, participation rights through the forms of options, warrants, restricted common units, profit interests, or other form of equity compensation approved by the Board of Directors of the Company.

On April 11, 2011, the Company engaged a strategic consultant to raise capital for an affiliate of the Company. As set forth in the agreement, the Company agreed to issue to the strategic consultant in connection with its services warrants to purchase a number of common units in an amount equal to 5.0% of the outstanding affiliated company’s securities on a fully diluted, as if converted basis at the time of execution of the agreement. The agreement included the right to purchase common units of any affiliates, successor companies, sibling entities, which are part of the Company, its wholly owned subsidiary and affiliated companies.

F-22

PF MANAGEMENT SERVICES, LLC

(now known as Remembrance Group, Inc.)

Notes to Consolidated Financial Statements

December 31, 2019 and 2018

The warrants have an exercise price of $0.01 per unit. The warrants expire ten (10) years after the date of issuance and provides for standard anti-dilution provisions for splits, dividends, and re-combinations. As of December 31, 2019 and 2018, the Company has reserved 150,000 common units related to any future exercise of the warrants by the holder.

On May 3, 2013, an affiliate of the Company issued and sold a subordinated convertible promissory note in the original principal amount of $50,000. The note accrues interest annually at a rate of 10.0% and automatically converts into common units upon a qualified financing, deemed liquidation event, or upon the maturity date set forth in the note. Pursuant to the terms and conditions of the note, the note holder received warrants to purchase one percent (1.0%) of the then outstanding units as of the date of the issuance of the affiliated company as well as the Company on a fully diluted basis. As of December 31, 2018, the Company has reserved 63,000 common units related to any future exercise of the warrants by the holder. During 2019, the Company entered into a note, warrant and subscription termination agreement whereas the Company and the note and warrant holder agreed to terminate the note and subscription agreement as well as the cancellation of the associated warrants effective May 29, 2018 for consideration to the note and warrant holder in the amount of $35,000.

At various times prior to January 1, 2017, the Company issued to key employee’s options to purchase restricted common units of the Company. At December 31, 2018, the Company had 326,050 vested options as well as 16,350 unvested options. As of December, 31 2019, there are no options outstanding.

Note 8 - Commitments and Contingencies:

Legal

The Company is party to legal proceedings in the ordinary course of its business but does not expect the outcome of any proceedings, individually or in the aggregate, to have a material adverse effect on its financial position, results of operations or cash flows. The Company carries insurance with coverage and coverage limits that it believes to be customary in the funeral home industry. Although there can be no assurance that such insurance will be sufficient to protect the Company against all contingencies, management believes that the insurance protection is reasonable in view of the nature and scope of the operations.

Regulatory

General. Our operations are subject to regulations, supervision and licensing under numerous federal, state and local laws, ordinances and regulations, including extensive regulations concerning trust funds, preneed sales of funeral and cemetery products and services and various other aspects of our business. We believe that we comply in all material respects with the provisions of these laws, ordinances and regulations. Legislative bodies and regulatory agencies frequently propose new laws and regulations, some of which could have a material impact on our business. We cannot predict the impact of any future laws and regulations or changes to existing laws and regulations.

F-23

PF MANAGEMENT SERVICES, LLC

(now known as Remembrance Group, Inc.)

Notes to Consolidated Financial Statements

December 31, 2019 and 2018

Federal Trade Commission. Our funeral home operations are comprehensively regulated by the Federal Trade Commission (“FTC”) under Section 5 of the Federal Trade Commission Act and a trade regulation rule for the funeral industry promulgated thereunder referred to as the “Funeral Rule.” The Funeral Rule defines certain acts or practices as unfair or deceptive and contains certain requirements to prevent these acts or practices. The preventive measures require a funeral provider to give consumers accurate, itemized pricing information and various other disclosures about funeral goods and services and prohibit a funeral provider from: (i) misrepresenting legal, crematory and cemetery requirements; (ii) embalming for a fee without permission; (iii) requiring the purchase of a casket for direct cremation; (iv) requiring consumers to buy certain funeral goods or services as condition for furnishing other funeral goods or services; (v) misrepresenting state and local requirements for an outer burial container; and (vi) representing that funeral goods and services have preservative and protective value. Additionally, the Funeral Rule requires the disclosure of mark-ups, commissions, additional charges and rebates related to cash advance items.

Environmental. Our operations are also subject to stringent federal, regional, state and local laws and regulations relating to environmental protection, including legal requirements governing air emissions, waste management and disposal and wastewater discharges. For instance, the federal Clean Air Act and analogous state laws, which restrict the emission of pollutants from many sources, including crematories, may require us to apply for and obtain air emissions permits, install costly emissions control equipment, and conduct monitoring and reporting tasks.

Also, in the course of our operations, we store and use chemicals and other regulated substances as well as generate wastes that may subject us to strict liability under the federal Resource Conservation and Recovery Act and comparable state laws, which govern the treatment, storage, and disposal of nonhazardous and hazardous wastes, and the federal Comprehensive Environmental Response, Compensation and Liability Act, a remedial statute that imposes cleanup obligations on current and past owners or operators of facilities where hazardous substance releases occurred and anyone who transported or disposed or arranged for the transportation or disposal of hazardous substances released into the environment from such sites. In addition, the Federal Water Pollution Control Act, also known as the federal Clean Water Act, and analogous state laws regulate discharges of pollutants to state and federal waters. Underground and aboveground storage tanks that store chemicals and fuels for vehicle maintenance or general operations are located at certain of our facilities and any spills or releases from those facilities may cause us to incur remedial liabilities under the Clean Water Act or analogous state laws as well as potential liabilities for damages to properties or persons. Failure to comply with environmental laws and regulations could result in the assessment of sanctions, including administrative, civil, and criminal penalties, the imposition of investigatory, remedial and corrective action obligations, delays in permitting or performance of projects and the issuance of injunctions restricting or prohibiting some or all of our activities in affected areas. Moreover, accidental releases or spills may occur in the course of our operations, and we cannot assure you that we will not incur significant costs and liabilities as a result of such releases or spills, including any third party claims for damages to property, natural resources or persons. Also, it is possible that implementation of stricter environmental laws and regulations or more stringent enforcement of existing environmental requirements could result in additional, currently unidentifiable costs or liabilities to us, such as requirements to purchase pollution control equipment or implement operational changes or improvements. While we believe we are in substantial compliance with existing environmental laws and regulations, we cannot assure that we will not incur substantial costs in the future.

F-24

PF MANAGEMENT SERVICES, LLC

(now known as Remembrance Group, Inc.)

Notes to Consolidated Financial Statements

December 31, 2019 and 2018

Worker Health and Safety. We are subject to the requirements of the federal Occupational Safety and Health Act, as amended (“OSHA”), and comparable state statutes whose purpose is to protect the health and safety of workers. In addition, the OSHA hazard communication standard, the Emergency Planning and Community Right to Know Act and implementing regulations and similar state statutes and regulations require that we organize and/or disclose information about hazardous materials used or produced in our operations and that this information be provided to employees, state and local governmental authorities and citizens. We believe that we are in substantial compliance with all applicable laws and regulations relating to worker health and safety.

Note 9 - Consolidation of Variable Interest Entities:

The Company has consolidated five operating business entities which are not majority owned by the Company within the consolidated financial statements of the Company. The operating business entities are accounted for as subsidiaries in the consolidated financial statements because the Company has the power to direct the activities that most significantly impact the operating business entities economic performance. Those activities include management oversight, hiring, and strategic decision-making.

The Company has also entered into agreements with the owners of the operating business entities and as such the owners of those entities granted the Company the right to acquire 100% of the ownership interest of each of the operating business entities upon the election of the Company. The Company may exercise the option at any time for four of the business entities and for the remaining operating business entity the Company may exercise the option upon or at any time after (a) the earlier of (i) all of the outstanding principal and accrued and unpaid interest and obligations due under entity’s debt and lease financing facilities provided by a lender, have been paid, or (ii) consent of the lender for the financing to the transfer of the membership interests to the Company.

As discussed in Note 5, the assets of the affiliated companies are pledged as collateral for the related mortgage debt and, consequently, other Company creditors do not have recourse to those assets. Additionally the mortgage, finance lease obligations and other secured debt is guaranteed by the Company, the Company’s principal members and cross-collateralized by a security interest in the Company’s assets.

Should the affiliates require additional financial support in the future, it is expected that the Company would provide it due to the common ownership and other arrangements as described above between the Company and the affiliated companies. The Company is currently the sole source of the affiliated company’s financial support.

F-25

PF MANAGEMENT SERVICES, LLC

(now known as Remembrance Group, Inc.)

Notes to Consolidated Financial Statements

December 31, 2019 and 2018

The consolidated variable interest entities included in the consolidated balance sheets and statements of operations are as follows:

	2019			2018
Consolidated Balance Sheets
Cash and cash equivalents	$	159,430		$	105,248
Accounts receivable, net		277,093			299,052
Other current assets		218,175			226,547
Preneed receivables, net and trust investments		2,913,787			2,582,837
Property and equipment, net		7,728,084			8,305,996
Accounts payable and accrued liabilities		774,534			655,099
Debt and finance lease obligations		12,574,785			13,173,467
Deferred receipts held in trust		3,029,411			3,044,787
Other long-term liabilities		2,353,245			1,253,126
Noncontrolling interests		(7,435,406	)		(6,606,799	)
Consolidated Statements of Operations
Revenue	$	6,273,154		$	6,598,078
Costs of revenue		1,239,753			1,263,694
Operating profit		5,033,401			5,334,384
Operating expenses		4,818,030			5,194,842
Operating income		215,371			139,542
Net loss		(828,607	)		(775,898	)

Note 10 - Subsequent Events:

Management has evaluated subsequent events through March 5, 2020, the date the consolidated financial statements were available to be issued.

On January 31,2020 as discussed in more detail in Note 7 - Members’ Equity under Convertible Preferred Units, the Company issued 6,244,651 in Common Units to the Preferred Unit holders in exchange for the 5,932,545 Preferred Units issued and outstanding thereof and 1,587,680 in Common Units for consideration in forgiveness of accrued but unpaid Series A Preferred Dividends of $1,859,014.

On February 1, 2020, the Company changed its organizational status from a Delaware limited-liability company to a Delaware corporation and changed the Company’s name from PF Management Services, LLC to Remembrance Group, Inc.

On February 14, 2020, the Company entered into an agreement to divest one of its five funeral home businesses that is not majority owned by the Company. The Company is entering into a long-term management agreement and will receive management fees but will no longer exert the power to direct the activities that most significantly impact the operating business entities economic performance, therefore, this business will no longer be included in the Companies consolidated financial results. Management expects there will be minimal financial impact from this divesture.

F-26

PART III – EXHIBITS

Exhibit Index

Exhibit No.	Description
1.1*	Engagement Agreement, dated February 13, 2020, between Remembrance Group, Inc., and Digital Offering LLC
2.1*	Certificate of Incorporation of Remembrance Group, Inc., dated as of January 31, 2020
2.2*	Bylaws of Remembrance Group, Inc., dated as of January 31, 2020
2.3*	Form of Amended and Restated Certificate of Incorporation of Remembrance Group, Inc.
3.1*	Secured Promissory Note dated May 31, 2013
3.2*	Secured Promissory Note dated December 12, 2013
3.3*	Secured Promissory Note dated May 16, 2014
3.4*	Secured Promissory Note dated October 29, 2014
3.5	Form of Convertible Note Purchase Agreement of PF Management Services, LLC, dated March [*], 2019
3.6*	12% Convertible Unsecured Promissory Notes issued by PF Management Services, LLC dated March 18, 2019, March 21, 2019 and October 14, 2019.
4.1*	Form of Subscription Agreement
6.1*	Amended and Restated Option Agreement dated September 24, 2015 by and between PF Management Services, LLC and Premier Funeral Management Group, LLC
6.2*	Amended and Restated Option Agreement dated September 24, 2015 by and between PF Management Services, LLC and Premier Funeral Management Group II, LLC
6.3*	Amended and Restated Option Agreement dated September 24, 2015 by and between PF Management Services, LLC and Premier Funeral Management Group IV, LLC
6.4*	Option Agreement dated September 24, 2015 by and between PF Management Services, LLC and Premier Funeral Management Services III, LLC
6.5*	Option Agreement dated September 23, 2016 by and between PF Management Services, LLC and Premier Funeral Management Group VI, LLC
6.6*	Option Agreement dated September 23, 2016 by and between PF Management Services, LLC and Premier Funeral Management Group VII, LLC
6.7*	Executive Employment Agreement with Dennis L. Smith dated January 1, 2020
6.8*	Executive Employment Agreement with Michael A. Ryan dated January 1, 2020
6.9*	Executive Employment Agreement with Derrick Husmann dated January 1, 2020
6.10*	2020 Equity Incentive Plan of Remembrance Group, Inc.
6.11*	Management Services Agreement dated as of February 1, 2020 by and between Remembrance Group, Inc. and Littlebanc Advisors LLC

II-1

6.12*	Lease Agreement with Option to Purchase dated June 17, 2015 by and between PFMG Holdings, L.L.C. and Premier Funeral Management Services III, LLC
6.13*	Lease Agreement with Option to Purchase dated November 5, 2015 by and between PFMG Holdings, L.L.C. and Premier Funeral Management Group V, LLC
6.14*	Lease Agreement with Option to Purchase dated October 12, 2016 by and between PFMG Holdings, L.L.C. and Premier Funeral Management Group VII, LLC
6.15*	Lease Agreement with Option to Purchase dated November 1, 2016 by and between PFMG Holdings, L.L.C. and Premier Funeral Management Group VI, LLC
7.1*	Plan of Conversion dated effective as of February 1, 2020
8.1**	Escrow Agreement, dated [*], 2020, by and among Remembrance Group, Inc., Digital Offering LLC and Wilmington Trust, National Association
10.1*	Power of attorney (included on the signature page of this offering statement)
11.1*	Consent of Somerset CPAs, P.C.
11.2**	Consent of Bevilacqua PLLC (included in Exhibit 12.1)
12.1**	Opinion of Bevilacqua PLLC

*	Filed herewith.
**	To be filed by amendment.

II-2

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Naples, Florida, on March 13, 2020.

Remembrance Group, Inc.
By:	/s/ Dennis L. Smith
	Dennis L. Smith Chief Executive Officer and President

Each person whose signature appears below constitutes and appoints Dennis L. Smith as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any or all amendments (including post-qualification amendments) to this Offering Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

This offering statement has been signed by the following persons, in the capacities, and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Dennis L. Smith	Chief Executive Officer (Principal Executive Officer), President and Director	March 13, 2020
Dennis L. Smith
/s/ Michael A. Ryan	Treasurer (Principal Financial Officer)	March 13, 2020
Michael A. Ryan CPA CMA
/s/ Michael Margolies	Director	March 13, 2020
Michael Margolies
/s/ David DeCarlo	Director	March 13, 2020
David DeCarlo
/s/ Ian M. Beadle	Director	March 13, 2020
Ian M. Beadle
/s/ Poul LeMasters	Director	March 13, 2020
Poul LeMasters

II-3

EX1A-1 UNDR AGMT

Exhibit 1.1

February 13, 2020

Mr. Dennis L. Smith

Chief Executive Officer

Remembrance Group, Inc.

365 5^th Ave South, Suite 201

Naples, FL 34102

Re: Engagement Agreement Dear Dennis:

This engagement letter agreement (this “Agreement”) sets forth the terms under which Digital Offering LLC, a FINRA and SEC registered broker-dealer (“we” or “Digital Offering”), is being engaged to act as the managing broker dealer for Remembrance Group, Inc (“you” or the “Company” and, together with Digital Offering, the “Parties”) in connection with a proposed best efforts Regulation A offering by the Company of its Series A Preferred Stock (the “Securities”).

The terms of our engagement are as follows:

1. The Offering.

(a) We will seek to assist you to raise capital through a Regulation A, Tier II offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Company of up to $12 million. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Company, Digital Offering and the prospective investors.

(b) The Company expressly acknowledges that: (i) the Offering will be undertaken on a “best efforts” basis, (ii) Digital Offering will not be required to purchase any Securities from the Company, and (iii) the execution of this Agreement does not constitute a commitment by Digital Offering to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Digital Offering to secure any financing on behalf of the Company.

DIGITAL OFFERING LLC,

1121 GLENNEYRE STREET, LAGUNA BEACH, CA 92651

TEL – (866) 209 1955

WEBSITE – WWW.DIGITALOFFERING.COM

MEMBER FINRA/SIPC

 

(c) During the Term (as defined below), the Company and its affiliates agree not to solicit, negotiate with or enter into any agreement with any other source of financing (whether equity, debt or otherwise (but excluding loans incurred in the ordinary course of the Company’s business from commercial banking institutions without an equity component, which shall be permissible), any investment banking firm, placement agent, financial advisor, intermediary or any other person or entity in connection with an offering of the Company’s Securities or any other financing by the Company. The Company represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which you or your affiliates are a party or to which you or your affiliates are bound with any other person or entity.

(d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to reallocate all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this Agreement (excluding any right to receive any Placement Fee or other consideration), including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this Agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Company, the Company will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Digital Offering. The Soliciting Dealer Agreement shall be in such form as we reasonably determine.

2. Fees and Expenses.

(a) As compensation to Digital Offering for its services hereunder, the Company agrees to pay Digital Offering, concurrently with each closing of the Offering, a cash placement fee (the “Placement Fee”) equal to 7% of the gross proceeds of such closing. In addition, on the date of each closing of the Offering, the Company will issue to Digital Offering a five-year placement agent warrant (each, an “Agent Warrant”) for the purchase of a number of shares of Series A Preferred Stock of the Company equal to the quotient of (i) two percent (2%) of the gross proceeds of such closing divided by (ii) the price per share paid by investors for Securities sold at such closing. Each Agent Warrant will have an exercise price per share equal to the price per share paid by investors in the Offering. Each Agent Warrant will contain customary terms and conditions and will be registered under the offering statement for the Offering. Digital Offering understands and agrees that there are significant restrictions pursuant to Financial Industry Regulatory Authority, or FINRA Rule 5110 against transferring the Agent Warrant and the underlying Securities during the one hundred eighty (180) days after the qualification date of the offering statement for the Offering and, by its acceptance thereof, shall agree that it will not sell, transfer, assign, pledge or hypothecate the Agent Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the qualification date of the offering statement for the Offering to anyone other than (i) an underwriter or selected dealer in connection with the Offering or (ii) a bona fide officer or partner of Digital Offering or of any underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

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(b) The Company will be responsible for paying or reimbursing Digital Offering for all of its reasonable documented out-of-pocket expenses related to the Offering including, without limitation, legal fees, travel expenses, photocopying, background checks, due diligence reports, and courier services, all of which shall be subject to a cap of $30,000. Except for the retainer amount, subject to the expense reimbursement cap set forth above, Digital Offering’s unreimbursed out-of-pocket expenses shall be paid at each closing and out of the proceeds of the Offering or upon termination of this engagement by the Company or Digital Offering. In addition, the Company will split with Cambria the 1% processing fee that will come from each closing of the Offering payable to Folio Investments, Inc. who the clearing firm for Cambria Capital, LLC. For the avoidance of doubt, the Company shall be responsible for paying only 50% of the 1% processing fee that will come from each closing of the Offering payable to Folio Investments, Inc.

(c) The Company will pay a $15,000 refundable retainer to Digital Offering within five days of executing this Agreement. This retainer will be used to cover actual expenses incurred by Digital Offering in connection with the Offering as part of the $30,000 expense reimbursement cap. Upon the termination of this Agreement for any reason, Digital Offering will return to the Company the unused portion of such retainer.

(d) In addition, the Company shall pay for fees and expenses incurred by it in connection with the Offering, including without limitation, (i) all filing fees and communication expenses relating to the qualification of the Securities to be sold in the Offering with the Securities and Exchange Commission (the “Commission”) and the filing of the offering materials with the Financial Industry Regulatory Authority (“FINRA”) under FINRA Rule 5110, (ii) the costs of all mailing and printing of the Offering documents, the Offering Statement (as defined below), the Offering Circular (as defined below) and all amendments, supplements and exhibits thereto and as many preliminary and final Offering Circulars as Digital Offering may reasonably deem necessary, (iii) the costs of preparing, printing and delivering electronic certificates representing such Securities; (iv) the costs and expenses of the transfer agent for such Securities; and (v) the costs and expenses of the Company’s accountants and the fees and expenses of the Company’s legal counsel and other agents and representatives.

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(e) Upon the execution of this Agreement, Digital Offering shall obtain background checks on the Company’s officers, directors and significant stockholders and obtain a due diligence report from FactRight or a similar third party due diligence service provider. The expenses for the background check and due diligence report are expected to be approximately $15,000 in the aggregate. Digital Offering shall apply the retainer against these expenses and shall be included in determining whether the $30,000 expense reimbursement cap has been met. Digital Offering’s engagement with these service providers will permit Digital Offering to rely on these reports.

(f) The Company will be required to make the Offering available online for investors through the My IPO platform, which is a division of Cambria Capital LLC, an affiliate of Digital Offering (“Cambria”). Cambria is an SEC registered broker-dealer that is a FINRA member and member of SIPC. The My IPO platform is an online deal marketing, investor outreach and technology platform that makes the process of investing simple. Cambria will handle all KYC, CIP, AML, OFAC for investors participating under the My IPO platform. Through the My IPO platform, Cambria will provide for electronic subscriptions and account set up. At each closing investor funds are journaled from each funded customer’s My IPO brokerage account to the Company’s My IPO brokerage account, then the Company may wire these funds from its My IPO brokerage account to its operating bank account. Each investor will have an online brokerage account with My IPO. The Securities shall be deposited into each Investor’s brokerage account with My IPO at closing electronically by the Company’s transfer agent.

The fees payable by investors on the My IPO platform are currently as follows:

· Stock Deposit and Issuance Fees: None

· Online Trade Fees (for public companies): $10

· Broker Assisted Trade Fees (for public companies): $50

· No fees to establish or maintain an individual brokerage account

(g) All fees and any other amounts payable hereunder are payable in U.S. dollars, free and clear of any United States or foreign withholding taxes or deductions, and shall be payable to an account designated by Digital Offering.

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3. Term of Engagement; Relationship of Parties.

(a) The term of Digital Offering’s engagement hereunder (the “Term”) shall commence on the mutual execution of this Agreement and end on the earlier to occur of: (i) the final closing of the Offering and (ii) ten (10) business days after either party gives the other written notice of termination hereunder. For the avoidance of doubt, either Digital Offering or the Company may terminate this Agreement at any time on 10 days’ prior written notice. Upon termination, we will be entitled to collect all fees, if any, earned through the date of termination, and the Company will pay or reimburse Digital Offering for its out-of-pocket expenses, subject to Section 2, including, but not limited to, the $30,000 expense reimbursement cap set forth in Section 2(b) thereof. The Company agrees that: (a) any termination or completion of Digital Offering’s engagement hereunder shall not affect the Company’s obligation to indemnify Digital Offering, the Soliciting Dealers and the affiliates of Digital Offering and the Soliciting Dealers as provided for herein, (b) any termination of Digital Offering’s engagement hereunder shall not affect the Company’s obligation to pay fees as provided for in Section 3(b) hereof; and (c) any termination of Digital Offering’s engagement hereunder shall not affect the Company’s obligation to pay fees and reimburse the expenses accruing prior to such termination as provided for herein.

(b) Notwithstanding any termination of this Agreement pursuant to the terms hereof or otherwise, if at any time after the termination of this agreement and on or before the six (6) month period following the termination of this Agreement (the “Residual Period”), the Company enters into a definitive commitment relating to the sale of Securities to any person or entity (including such person or entity’s affiliates, and each of its and such affiliates’ respective equity holders, officers, directors, employees, consultants, agents) (i) that Digital Offering introduced to the Company, (ii) with whom Digital Offering had substantive communications with on behalf of the Company, and (iii) who is expressly identified in a written list of potential investors provided by Digital Offering to the Company within fourteen (14) days after the termination of this Agreement, the Company shall pay to Digital Offering fees in accordance with the terms and provisions of Section 2(a) hereof.

(c) Nothing contained in this Agreement shall be construed to place Digital Offering and the Company in the relationship of partners or joint ventures. Neither Digital Offering nor the Company shall represent itself as the agent or legal representative of the other for any purpose whatsoever nor shall either have the power to obligate or bind the other in any manner whatsoever. The Company’s engagement of Digital Offering is not intended to confer rights upon any person not a party hereto (including shareholders, directors, officers, employees or creditors of the Company) as against Digital Offering or its affiliates, or their respective directors, officers, employees or agents, successors or assigns. Digital Offering, in performing its services hereunder, shall at all times be an independent contractor. No promises or representations have been made, except as expressly set forth in this Agreement, and the parties have not relied on any promises or representations except as expressly set forth in this Agreement. Nothing contained herein should be construed as creating any fiduciary duties between the Company and Digital Offering.

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4. Right to Bid. The Company agrees that if, but only if, the Offering generates gross proceeds to the Company of $12,000,000, the Company shall provide Digital Offering the right to bid for six (6) months from the date of the consummation of the Offering to act as financial advisor or to act as joint financial advisor on at least equal economic terms on any offering of debt or equity securities (collectively, “Future Services”). If the Company notifies Digital Offering of its intention to pursue an activity that would enable Digital Offering to exercise its right to bid to provide Future Services, Digital Offering shall notify the Company of its election to provide such Future Services, including notification of the compensation and other terms to which Digital Offering claims to be entitled, within fourteen (14) days of written notice by the Company. In the event the Company engages Digital Offering to provide such Future Services, Digital Offering will be compensated on a basis to be mutually agreed upon.

5. Offering Materials; Underwriting Agreement; Representations and Warranties.

(a) If the proposed Offering is a Regulation A offering, the Company shall, as soon as practicable following the date hereof, prepare and file with the Commission and the appropriate state securities authorities, an Offering Statement on Form 1-A (the “Offering Statement”) under the Securities Act, and an Offering Circular included therein (the “Offering Circular”) covering the Securities to be sold in the Offering. The Offering Statement (including the Offering Circular therein), and all amendments and supplements thereto, will be in form satisfactory to Digital Offering and counsel to Digital Offering and will contain such interim and other financial statements and schedules as may be required by the Securities Act and rules and regulations of the Commission thereunder. Digital Offering and its counsel shall be given the opportunity to make such review and investigation in connection with the Offering Statement and the Company as they deem desirable. No proceeds from the Offering will be used to pay outstanding loans owed by the Company to any Company officers, directors or stockholders or to redeem any securities of the Company.

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(b) You hereby represent, warrant and agree with Digital Offering that upon qualification of the Offering Statement, the Offering Circular will comply with the Securities Act, Regulation A promulgated thereunder and any other rules and regulations (as applicable) of the Commission (the “Rules and Regulations”), and the Offering Circular and any and all authorized printed sales literature or other sales materials prepared and authorized by the Company for use with potential investors in connection with the Offering (“Authorized Sales Materials”), including without limitation, all testing the waters material under Rule 255, when used in conjunction with the Offering Circular, will not contain any untrue statements of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided, however, that the foregoing provisions of this Section 5(b) will not extend to such statements contained in or omitted from the Offering Circular or Authorized Sales Materials as are primarily within the knowledge of Digital Offering and are based upon information furnished by Digital Offering in writing to the Company specifically for inclusion therein.

(c) You hereby authorize Digital Offering to transmit to the prospective Investors the Offering Circular and Authorized Sales Materials. The Company will advise Digital Offering immediately of the occurrence of any event or any other change known to the Company which results in the Offering Statement, including the Offering Circular, or the Authorized Sales Materials containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein or previously made, in light of the circumstances under which they were made, not misleading.

(d) The Company further agrees that Digital Offering may rely upon, and shall be a third-party beneficiary of, the representations and warranties and applicable covenants and agreements made to the Investors in connection with the Offering.

6. Conditions to the Initial Closing of the Offering. The Offering shall be conditioned upon, among other things, the following:

(a) Satisfactory completion by Digital Offering of its due diligence investigation and analysis of: (i) the Company’s business, prospects, industry, financial condition and its arrangements with its officers, directors, employees, affiliates, customers and suppliers, (ii) the audited historical financial statements of the Company as required by the SEC (including any relevant stub period reviews), and (iii) the Company’s projected financial results for the fiscal year ending December 31, 2018 and 2019;

(b) Approval of the Offering by Digital Offering’s and Cambria’s respective investment committees;

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(c) FINRA shall not have finally determined that the compensation payable to Digital Offering hereunder is unreasonable under FINRA Rule 5110;

(d) Neither the Company nor any of its affiliates has, either prior to the initial filing or the qualification date of the Offering Statement, made any offer or sale of any securities which are required to be “integrated” pursuant to the Securities Act or the regulations thereunder with the offer and sale of the Securities pursuant to the Offering Statement;

(e) The Company maintaining a PCAOB registered firm of independent certified public accountants acceptable to Digital Offering and the Company, including, without limitation, the Company’s existing auditor (which Digital Offering agrees is acceptable), which will have responsibility for the preparation of the financial statements and the financial exhibits to be included in the Offering Statement, it being agreed that the Company will continue to engage a PCAOB registered accounting firm of comparable quality (as may be determined by the Company’s audit committee or board of directors) for a period of at least three years after the Closing so long as the Company is required to file reports with the SEC during such period;

(f) The Company maintaining a transfer agent that is FAST eligible for the Company’s Securities reasonably acceptable to Digital Offering and continuing to retain such transfer agent for a period of two (2) years after the Closing;

7. Indemnification, Contribution, and Confidentiality. The Company agrees to indemnify Digital Offering and its controlling persons, representatives, and agents in accordance with the indemnification provisions set forth in Appendix I hereto, and the parties agree to the confidentiality provisions of Appendix II hereto, all of which are incorporated herein by reference. These provisions will apply regardless of whether the Offering is consummated.

8. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts executed and to be wholly performed therein without giving effect to its conflicts of laws principles or rules. The Company and Digital Offering agree that any dispute concerning this Agreement shall be resolved exclusively through binding arbitration before FINRA pursuant to its arbitration rules. Arbitration will be venued in Collier County, Florida, USA (the “Agreed Forum”). Each of the Company and Digital Offering agree that the Agreed Forum is not an “inconvenient forum” for proceedings hereunder, and each hereby agree to the personal jurisdiction of the Agreed Forum and that service of process by mail to the address for such party as set forth in this letter (or such other address as a party hereto shall notify the other in writing) constitute full and valid service for such proceedings.

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9. Limitation on Liability. Notwithstanding any provision of this Agreement to the contrary, the Company agrees that neither Digital Offering nor its affiliates, and the respective officers, directors, employees, agents, and representatives of Digital Offering, its affiliates and each other person, if any, controlling Digital Offering or any of its affiliates, shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein in an amount excess of the actual fees paid to Digital Offering hereunder.

10. Announcement of Offering. If the Offering is consummated, Digital Offering may, at its own expense, place a customary announcement in such newspapers and periodicals as Digital Offering may desire announcing the closing of the Offering, the name of the Company, the securities issued and the gross proceeds of the Offering. The parties agree that any such announcement will be subject to the prior written approval of the Company prior to dissemination by Digital Offering and that such approval will not be unreasonably withheld.

11. Advice to the Board. The Company acknowledges that any advice given by us to you is solely for benefit and use of the Board of Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to, without our prior written consent.

12. Other Engagements. Nothing in this Agreement shall be construed to limit the ability of Digital Offering or its respective affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory, or any other business relationship with entities other than the Company, notwithstanding that such entities may be engaged in a business which is similar to or competitive with the business of the Company, and notwithstanding that such entities may have actual or potential operations, products, services, plans, ideas, customers or supplies similar or identical to the Company’s, or may have been identified by the Company as potential merger or acquisition targets or potential candidates for some other business combination, cooperation or relationship. The Company acknowledges and agrees that it does not claim any proprietary interest in the identity of any other entity in its industry or otherwise, and that the identity of any such entity is not confidential information under Appendix II of this engagement letter.

13. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes and cancels any and all prior or contemporaneous arrangements, understandings and agreements, written or oral, between them relating to the subject matter hereof.

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14. Successors and Assigns. The benefits of this Agreement shall inure to the Parties hereto, their respective successors and assigns and to the indemnified parties hereunder and their respective successors and assigns, and the obligations and liabilities assumed in this Agreement shall be binding upon the Parties hereto and their respective successors and assigns. Notwithstanding anything contained herein to the contrary, neither Digital Offering nor the Company shall assign to an unaffiliated third party any of its obligations hereunder.

15. Counterparts. For the convenience of the Parties, this Agreement may be executed in any number of counterparts, each of which shall be, and shall be deemed to be, an original instrument, but all of which taken together shall constitute one and the same Agreement. Such counterparts may be delivered by one party to the other by facsimile, portable document format (“PDF”) or other electronic transmission, and such counterparts shall be valid for all purposes.

[REMAINDER OF PAGE LEFT BLANK – SIGNATURES FOLLOW]

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We look forward to working with you toward the successful conclusion of this engagement and developing a long-term relationship with the Company.

Very truly yours,

DIGITAL OFFERING LLC

By:	/s/ Gordon Mcbean
	Name: Gordon Mcbean
	Title: CEO

Agreed to and accepted as of the date first above written

REMEMBRANCE GROUP, INC.

By:	/s/ Dennis L. Smith
	Name: Dennis L. Smith
	Title: CEO

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APPENDIX I

INDEMNIFICATION AND CONTRIBUTION

Capitalized terms used in this Appendix shall have the meanings ascribed to such terms in the Agreement to which this Appendix is attached.

The Company agrees to indemnify and hold harmless Digital Offering and its respective affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended) and their respective directors, officers, employees, agents, including any and all Soliciting Dealers, and controlling persons (Digital Offering and each such person being an “Indemnified Party”) from and against all losses, claims, damages and liabilities (or actions, including shareholder actions, in respect thereof), joint or several, to which such Indemnified Party may become subject under any applicable federal or state law, or otherwise, which are related to or result from the performance by Digital Offering of the services contemplated by or the engagement of Digital Offering pursuant to this Agreement and will promptly reimburse any Indemnified Party on demand for all reasonable expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense arising from any threatened or pending claim, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by the Company. The Company will not be liable to any Indemnified Party under the foregoing indemnification and reimbursement provisions, (i) for any settlement by an Indemnified Party effected without the Company’s prior written consent (not to be unreasonably withheld); or (ii) to the extent that any loss, claim, damage or liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from Digital Offering’s willful misconduct or gross negligence. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or its security holders or creditors related to or arising out of the engagement of Digital Offering pursuant to, or the performance by Digital Offering of the services contemplated by, this Agreement except to the extent that any loss, claim, damage or liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from Digital Offering’s willful misconduct or gross negligence.

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Promptly after receipt by an Indemnified Party of notice of any intention or threat to commence an action, suit or proceeding or notice of the commencement of any action, suit or proceeding, such Indemnified Party will, if a claim in respect thereof is to be made against the Indemnified Party pursuant hereto, promptly notify the Company in writing of the same. In case any such action is brought against any Indemnified Party and such Indemnified Party notifies the Company of the commencement thereof, the Company may elect to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and an Indemnified Party may employ counsel to participate in the defense of any such action provided, that the employment of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there may be legal defenses available to it or other Indemnified Parties that are different from or in addition to those available to the Company, or that a conflict or potential conflict exists (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Indemnifying Party to conduct the defense of both the Company and the Indemnified Party (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys representing Indemnified Parties unless the defense of one Indemnified Party is unique from that of another Indemnified Party subject to the same claim or action. Any failure or delay by an Indemnified Party to give the notice referred to in this paragraph shall not affect such Indemnified Party’s right to be indemnified hereunder, except to the extent that such failure or delay causes actual harm to the Company, or prejudices its ability to defend such action, suit or proceeding on behalf of such Indemnified Party.

If the indemnification provided for in this Agreement is for any reason held unenforceable by an Indemnified Party, the Company agrees to contribute to the losses, claims, damages and liabilities for which such indemnification is held unenforceable (i) in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and Digital Offering on the other hand, of the Offering as contemplated whether or not the Offering is consummated or, (ii) if (but only if) the allocation provided for in clause (i) is for any reason unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company, on the one hand and Digital Offering, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits to the Company and Digital Offering of the Offering as contemplated shall be deemed to be in the same proportion that the total value received or contemplated to be received by the Company or its shareholders, as the case may be, as a result of or in connection with the Offering bear to the fees paid or to be paid to Digital Offering under this Agreement. Notwithstanding the foregoing, the Company expressly agrees that Digital Offering shall not be required to contribute any amount in excess of the amount by which fees paid to Digital Offering hereunder (excluding reimbursable expenses), exceeds the amount of any damages which Digital Offering has otherwise been required to pay.

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The Company agrees that without the prior written consent of Digital Offering, which shall not be unreasonably withheld, it will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification could be sought under the indemnification provisions of this Agreement (in which Digital Offering or any other Indemnified Party is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising out of such claim, action or proceeding.

In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company in which such Indemnified Party is not named as a defendant, the Company agrees to promptly reimburse Digital Offering on a monthly basis for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel.

If multiple claims are brought with respect to at least one of which indemnification is permitted under applicable law and provided for under this Agreement, the Company agrees that any judgment or arbitration award shall be conclusively deemed to be based on claims as to which indemnification is permitted and provided for, except to the extent the judgment or arbitrate award expressly states that it, or any portion thereof, is based solely on a claim as to which indemnification is not available.

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APPENDIX II

INFORMATION TO BE SUPPLIED; CONFIDENTIALITY

Capitalized terms used in this Appendix shall have the meanings ascribed to such terms in the Agreement to which this Appendix is attached.

In connection with the activities of Digital Offering on behalf of the Company as set forth in the engagement agreement to which this Appendix is attached (the “Agreement”), the Company will furnish Digital Offering with all financial and other information regarding the Company that Digital Offering reasonably believes appropriate to its engagement (all such information so furnished by the Company, whether furnished before or after the date of this Agreement, being referred to, collectively with the Placement Materials, as the “Confidential Information”). The Company will provide Digital Offering with access to the officers, directors, employees, independent accountants, legal counsel, and other advisors and consultants of the Company. The Company recognizes and agrees that Digital Offering (i) will use and rely primarily on the Confidential Information and information available from generally recognized public sources in performing the services contemplated by this Agreement without independently verifying the Confidential Information or such other information, (ii) does not assume responsibility for the accuracy or completeness of the Confidential Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.

Digital Offering will maintain the confidentiality of the Confidential Information during the Term of this Agreement and following the termination or expiration of the Term and, unless and until such information shall have been made publicly available by the Company or by others without breach of a confidentiality agreement, shall disclose the Information only to its officers, employees, legal counsel, and authorized representatives, as authorized by the Company or as required by law or by order of a governmental authority or court of competent jurisdiction. In the event that Digital Offering is legally required to make disclosure of any of the Confidential Information, Digital Offering will: (i) give prompt notice to the Company prior to such disclosure, to the extent that Digital Offering can practically do so, (ii) reasonably assist the Company at the Company’s cost in seeking a protective order or other relief from the disclosure of the Confidential Information and (iii) if compelled to disclose Confidential Information, limit such disclosure to only those matters which it is compelled to disclose.

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The term “Confidential Information” does not include information which (i) is or thereof by Digital Offering or any Investor; (ii) was available on a non-confidential basis prior to its disclosure; or (iii) becomes available on a non-confidential basis from a third party source who is not known to be under a confidentiality obligation.

Notwithstanding the foregoing, Digital Offering, as a FINRA Member Firm, shall be permitted to retain one copy of any Confidential Information provided hereunder to the extent required by its compliance procedures and may disclose such Confidential Information to representatives of FINRA or the SEC, to the extent required by applicable rules and regulations of such regulatory bodies, without prior notice to the Company.

Nothing in this Agreement shall be construed to limit the ability of Digital Offering or its respective affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities other than the Company, notwithstanding that such entities may be engaged in a business which is similar to or competitive with the business of the Company, and notwithstanding that such entities may have actual or potential operations, products, services, plans, ideas, customers or supplies similar or identical to the Company’s, or may have been identified by the Company as potential merger or acquisition targets or potential candidates for some other business combination, cooperation or relationship. The Company expressly acknowledges and agrees that it does not claim any proprietary interest in the identity of any other entity in its industry or otherwise, and that the identity of any such entity is not Confidential Information for purposes hereof.

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EX1A-2A CHARTER

Exhibit 2.1

CERTIFICATE OF INCORPORATION

OF

REMEMBRANCE GROUP, INC.

I, the undersigned, for the purpose of creating and organizing a corporation under the provisions of and subject to the requirements of the General Corporation Law of the State of Delaware (the “DGCL”), certify as follows:

ARTICLE I

NAME

The name of the corporation is Remembrance Group, Inc. (the “Corporation”).

ARTICLE II

REGISTERED OFFICE AND AGENT

The address of the registered office of the Corporation in the State of Delaware is 1201 North Orange Street, Suite 600, Wilmington, New Castle, Delaware 19801. The name of the registered agent of the Corporation at such address is Agents and Corporations, Inc.

ARTICLE III

PURPOSE

The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV

CAPITAL STOCK

The total number of shares of stock which the Corporation is authorized to issue is 20,000,000. All shares shall be Common Stock, par value $0.0001 per share, and are to be of one class.

ARTICLE V

INCORPORATORS

The names and mailing addresses of the incorporators of the Corporation are as follows:

Dennis L. Smith	365 5th Avenue South, Suite 201 Naples, Florida 34102
Michael Margolies	365 5th Avenue South, Suite 201 Naples, Florida 34102
David J. DeCarlo	365 5th Avenue South, Suite 201 Naples, Florida 34102

ARTICLE VI
DIRECTORS

All corporate powers will be exercised by or under the authority of, and the affairs of the Corporation will be managed under the direction of, a Board of Directors. The number of Directors will be as provided in the the Bylaws of the Corporation (the “Bylaws”). The initial Board of Directors shall have three directors, and their names and addresses are as follows:

Dennis L. Smith	365 5th Avenue South, Suite 201 Naples, Florida 34102
Michael Margolies	365 5th Avenue South, Suite 201 Naples, Florida 34102
David J. DeCarlo	365 5th Avenue South, Suite 201 Naples, Florida 34102
Ian M. Beadle	365 5th Avenue South, Suite 201 Naples, Florida 34102
Poul LeMasters	365 5th Avenue South, Suite 201 Naples, Florida 34102

Unless and except to the extent that the Bylaws shall so require, the election of directors of the Corporation need not be by written ballot.

ARTICLE VII
LIMITATION OF DIRECTOR LIABILITY

To the fullest extent permitted by law, a director of the Corporation shall not be personally liable to the Corporation or to its stockholders for monetary damages for any breach of fiduciary duty as a director. No amendment to, modification of, or repeal of this Article VII shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

ARTICLE VIII
INDEMNIFICATION

The Corporation shall indemnify, advance expenses for, and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, enterprise, or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees and costs) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except for claims for indemnification (following the final disposition of such Proceeding) or advancement of expenses not paid in full, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors of the Corporation. Any amendment, repeal, or modification of this Article VIII shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

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ARTICLE IX
BYLAWS

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend, or repeal the Bylaws or adopt new Bylaws without any action on the part of the stockholders; provided, however, that any Bylaw provision adopted or amended by the Board of Directors, and any powers thereby conferred, may be amended, altered, or repealed by the stockholders.

ARTICLE X
AMENDMENTS

The Corporation shall have the right, subject to any express provisions or restrictions contained in the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) or the Bylaws, from time to time, to amend, alter, or repeal any provision of the Certificate of Incorporation in any manner now or hereafter provided by law, and all rights and powers of any kind conferred upon a director or stockholder of the Corporation by the Certificate of Incorporation or any amendment thereof are conferred subject to such right.

ARTICLE XI
EFFECTIVE DATE

This Certificate of Incorporation shall be effective as of February 1, 2020.

[Remainder of Page Left Blank – Signature Page Follows]

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The undersigned, being one of the incorporators, for the purpose of forming a corporation pursuant to the DGCL, does make this Certificate of Incorporation, hereby acknowledging, declaring, and certifying that the foregoing Certificate of Incorporation is my act and deed and that the facts herein stated are true, and have accordingly hereunto set my hand this 31st day of January, 2020.

/s/ Dennis L. Smith

DENNIS L. SMITH, Incorporator

/s/ David J. DeCarlo

DAVID J. DECARLO, Incorporator

/s/ Michael Margolies

MICHAEL MARGOLIES, Incorporator

Signature Page to Certificate of Incorporation of Remembrance Group, Inc.

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EX1A-2A CHARTER

Exhibit 2.2

BYLAWS

OF

REMEMBRANCE GROUP, INC.

ARTICLE I
Offices

Section 1.01 Offices. The address of the registered office of Remembrance Group, Inc. (the “Corporation”) in the State of Delaware shall be at 1201 North Orange Street, Suite 600, Wilmington, New Castle, Delaware 19801. The Corporation may have other offices, both within and outside of the State of Delaware, as the Board of Directors of the Corporation (the “Board of Directors”) from time to time shall determine or the business of the Corporation may require.

Section 1.02 Books and Records. Any records administered by or on behalf of the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be maintained on any information storage device, method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases); provided, however, that the records so kept can be converted into clearly legible paper form within a reasonable time, and, with respect to the stock ledger, the records so kept comply with Section 224 of the Delaware General Corporation Law. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.

ARTICLE II
Meetings of the Stockholders

Section 2.01 Place of Meetings. All meetings of the stockholders shall be held at such place, if any, either within or outside of the State of Delaware, or by means of remote communication, as shall be designated from time to time by resolution of the Board of Directors and stated in the notice of meeting.

Section 2.02 Annual Meeting. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date, time and place, if any, as shall be determined by the Board of Directors and stated in the notice of the meeting.

Section 2.03 Special Meetings. Special meetings of stockholders for any purpose or purposes shall be called pursuant to a resolution approved by the Board of Directors and may not be called by any other person or persons. The only business which may be conducted at a special meeting shall be the matter or matters set forth in the notice of such meeting.

Section 2.04 Adjournments. Any meeting of the stockholders, annual or special, may be adjourned from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time, place, if any, thereof, and the means of remote communication, if any, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date is fixed for stockholders entitled to vote at the adjourned meeting, the Board of Directors shall fix a new record date for notice of the adjourned meeting and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at the adjourned meeting as of the record date fixed for notice of the adjourned meeting.

Section 2.05 Notice of Meetings. Notice of the place, if any, date, hour, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and means of remote communication, if any, of every meeting of stockholders shall be given by the Corporation not less than 10 days nor more than 60 days before the meeting (unless a different time is specified by law) to every stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called. Notices of meetings to stockholders may be given by mailing the same, addressed to the stockholder entitled thereto, at such stockholder’s mailing address as it appears on the records of the corporation and such notice shall be deemed to be given when deposited in the U.S. mail, postage prepaid. Without limiting the manner by which notices of meetings otherwise may be given effectively to stockholders, any such notice may be given by electronic transmission in accordance with applicable law. Notice of any meeting need not be given to any stockholder who shall, either before or after the meeting, submit a waiver of notice or who shall attend such meeting, except when the stockholder attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of the meeting shall be bound by the proceedings of the meeting in all respects as if due notice thereof had been given.

Section 2.06 List of Stockholders. The Corporation shall prepare a complete list of the stockholders entitled to vote at any meeting of stockholders (provided, however, if the record date for determining the stockholders entitled to vote is less than ten days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder, and the number of shares of each class of capital stock of the Corporation registered in the name of each stockholder at least ten days before any meeting of the stockholders. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, on a reasonably accessible electronic network if the information required to gain access to such list was provided with the notice of the meeting or during ordinary business hours, at the principal place of business of the Corporation for a period of at least ten days before the meeting. If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of the meeting the whole time thereof and may be inspected by any stockholder who is present. If the meeting is held solely by means of remote communication, the list shall also be open for inspection by any stockholder during the whole time of the meeting as provided by applicable law. Except as provided by applicable law, the stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger and the list of stockholders or to vote in person or by proxy at any meeting of stockholders.

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Section 2.07 Quorum. Unless otherwise required by law, the Corporation’s Certificate of Incorporation (the “Certificate of Incorporation”) or these Bylaws, at each meeting of the stockholders, a majority in voting power of the shares of the Corporation entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power, by the affirmative vote of a majority in voting power thereof, to adjourn the meeting from time to time, in the manner provided in Section 2.04, until a quorum shall be present or represented. A quorum, once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called.

Section 2.08 Conduct of Meetings. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. At every meeting of the stockholders, the Chief Executive Officer, or in his or her discretion, absence, or inability to act, the person whom the Chief Executive Officer shall appoint, shall act as chairman of, and preside at, the meeting. The secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations, and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations, or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (d) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (f) limitations on the time allotted to questions or comments by participants.

Section 2.09 Voting; Proxies. Unless otherwise required by law or the Certificate of Incorporation, the election of directors shall be decided by a plurality of the votes cast at a meeting of the stockholders by the holders of stock entitled to vote in the election and need not be by written ballot. Unless otherwise required by law, the Certificate of Incorporation, or these Bylaws, any matter, other than the election of directors, brought before any meeting of stockholders shall be decided by the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of stockholders need not be by written ballot.

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Section 2.10 Inspectors at Meetings of Stockholders. The Board of Directors, in advance of any meeting of stockholders, may, and shall if required by law, appoint one or more inspectors, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and make a written report thereof. The Board of Directors may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall: (a) ascertain the number of shares outstanding and the voting power of each, (b) determine the shares represented at the meeting, the existence of a quorum and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (e) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties. Unless otherwise provided by the Board of Directors, the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxies, votes, or any revocation thereof or change thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery of the State of Delaware upon application by a stockholder shall determine otherwise. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for office at an election may serve as an inspector at such election.

Section 2.11 Written Consent of Stockholders Without a Meeting. Any action to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action to be so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this Section 2.11, written consents signed by a sufficient number of holders to take action are delivered to the Corporation as aforesaid. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by applicable law, be given to those stockholders who have not consented in writing, and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.

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Section 2.12 Fixing the Record Date.

(a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the determination of stockholders entitled to vote at the adjourned meeting and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for the determination of stockholders entitled to vote therewith at the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting: (i) when no prior action by the Board of Directors is required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery (by hand, or by certified or registered mail, return receipt requested) to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded; and (ii) if prior action by the Board of Directors is required by law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

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ARTICLE III
Board of Directors

Section 3.01 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these Bylaws, or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

Section 3.02 Number; Term of Office. The Board of Directors shall consist of five members. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification, or removal.

Section 3.03 Newly Created Directorships and Vacancies. Any newly created directorships resulting from an increase in the authorized number of directors and any vacancies occurring in the Board of Directors, may be filled by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified, or the earlier of such director’s death, resignation or removal.

Section 3.04 Resignation. Any director may resign at any time by notice given either in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice by the Corporation or at such later time as is therein specified. Verbal resignation shall not be deemed effective until confirmed by the director in writing or by electronic transmission to the Corporation.

Section 3.05 Removal. Except as prohibited by applicable law or the Certificate of Incorporation, the stockholders entitled to vote in an election of directors may remove any director from office at any time, with or without cause, by the affirmative vote of a majority in voting power thereof.

Section 3.06 Fees, Expenses, and Other Consideration. Directors shall receive such fees, expenses, and other consideration as the Board of Directors shall from time to time prescribe.

Section 3.07 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such times and at such places as may be determined from time to time by the Board of Directors or its chairman.

Section 3.08 Special Meetings. Special meetings of the Board of Directors may be held at such times and at such places as may be determined by the chairman or the Chief Executive Officer on at least 24 hours’ notice to each director given by one of the means specified in Section 3.11 hereof other than by mail or on at least three days’ notice if given by mail. Special meetings shall be called by the chairman or the Chief Executive Officer in like manner and on like notice on the written request of any director.

Section 3.09 Telephone Meetings. Board of Directors or Board of Directors committee meetings may be held by means of telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other and be heard. Participation by a director in a meeting pursuant to this Section 3.09 shall constitute presence in person at such meeting.

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Section 3.10 Adjourned Meetings. A majority of the directors present at any meeting of the Board of Directors, including an adjourned meeting, whether or not a quorum is present, may adjourn and reconvene such meeting to another time and place. At least 24 hours’ notice of any adjourned meeting of the Board of Directors shall be given to each director whether or not present at the time of the adjournment, if such notice shall be given by one of the means specified in Section 3.11 hereof other than by mail, or at least three days’ notice if by mail. Any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called.

Section 3.11 Notices. Subject to Section 3.08, Section 3.10, and Section 3.12 hereof, whenever notice is required to be given to any director by applicable law, the Certificate of Incorporation, or these Bylaws, such notice shall be deemed given effectively if given in person or by telephone, mail addressed to such director at such director’s address as it appears on the records of the Corporation, fax, email, or by other means of electronic transmission.

Section 3.12 Waiver of Notice. Whenever notice to directors is required by applicable law, the Certificate of Incorporation, or these Bylaws, a waiver thereof, in writing signed by, or by electronic transmission by, the director entitled to the notice, whether before or after such notice is required, shall be deemed equivalent to notice. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special Board of Directors or committee meeting need be specified in any waiver of notice.

Section 3.13 Organization. At each meeting of the Board of Directors, a director selected by the Board of Directors to serve as Chairman shall preside, and a secretary selected by the Board of Directors to act as secretary shall perform the duties of a secretary at such meeting.

Section 3.14 Quorum of Directors. Except as otherwise permitted by the Certificate of Incorporation, these Bylaws, or applicable law, the presence of a majority of the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 3.15 Action by Majority Vote. Except as otherwise expressly required by these Bylaws, the Certificate of Incorporation, or by applicable law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.16 Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all directors or members of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or committee in accordance with applicable law.

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Section 3.17 Committees of the Board of Directors. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may make, alter, and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this ARTICLE III.

ARTICLE IV
Officers

Section 4.01 Positions and Election. The officers of the Corporation shall be elected annually by the Board of Directors and shall include a Chief Executive Officer, President, a Treasurer, and a Secretary. The Board of Directors, in its discretion, may also elect a Chairman (who must be a director), one or more Vice Chairmen (who must be directors), and one or more Vice Presidents, Assistant Treasurers, Assistant Secretaries, and other officers. Any two or more offices may be held by the same person.

Section 4.02 Term. Each officer of the Corporation shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier death, resignation, or removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors at any time, with or without cause, by the majority vote of the members of the Board of Directors then in office. The removal of an officer shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the president or the secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Should any vacancy occur among the officers, the position shall be filled for the unexpired portion of the term by appointment made by the Board of Directors.

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Section 4.03 The Chief Executive Officer. The Chief Executive Officer shall have general supervision over the business of the Corporation and other duties incident to the office of the Chief Executive Officer, and any other duties as may be from time to time assigned to the president by the Board of Directors and subject to the control of the Board of Directors in each case.

Section 4.04 The President. The President, if different from the Chief Executive Offier, shall have such powers and perform such duties as may be assigned to him or her from time to time by the Chief Executive Officer or the Board of Directors.

Section 4.05 Vice Presidents. Each Vice President shall have such powers and perform such duties as may be assigned to him or her from time to time by the chairman of the Board of Directors or the president.

Section 4.06 The Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President. The Secretary shall keep in safe custody the seal of the Corporation and have authority to affix the seal to all documents requiring it and attest to the same.

Section 4.07 The Treasurer. The Treasurer shall have the custody of the corporate funds and securities, except as otherwise provided by the Board of Directors, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and the directors, at the regular meetings of the Board of Directors, or whenever they may require it, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

Section 4.08 Duties of Officers May Be Delegated. In case any officer is absent, or for any other reason that the Board of Directors may deem sufficient, the president or the Board of Directors may delegate for the time being the powers or duties of such officer to any other officer or to any director.

ARTICLE V
Stock Certificates and Their Transfer

Section 5.01 Certificates Representing Shares. The shares of stock of the Corporation shall not be required to be represented by certificates. The Board of Directors may provide by resolution or resolutions that some or all of any class or series shall be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock. If shares are represented by certificates, such certificates shall be in the form, other than bearer form, approved by the Board of Directors. The certificates representing shares of stock of each class shall be signed by, or in the name of, the Corporation by any two authorized officers of the Corporation. Any or all such signatures may be facsimiles. Although any officer, transfer agent, or registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such officer, transfer agent, or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent, or registrar were still such at the date of its issue.

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Section 5.02 Transfers of Stock. Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of stock shall be made on the books of the Corporation only by the holder of record thereof, by such person's attorney lawfully constituted in writing and, in the case of certificated shares, upon the surrender of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares shall be issued. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred. To the extent designated by the president or any vice president or the treasurer of the Corporation, the Corporation may recognize the transfer of fractional uncertificated shares, but shall not otherwise be required to recognize the transfer of fractional shares.

Section 5.03 Transfer Agents and Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

Section 5.04 Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct a new certificate or uncertificated shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed upon the making of an affidavit of that fact by the owner of the allegedly lost, stolen, or destroyed certificate. When authorizing such issue of a new certificate or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of the lost, stolen, or destroyed certificate, or the owner’s legal representative to give the Corporation a bond sufficient to indemnify it against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed or the issuance of such new certificate or uncertificated shares.

ARTICLE VI
General Provisions

Section 6.01 Seal. The seal of the Corporation shall be in such form as shall be approved by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise, as may be prescribed by law or custom or by the Board of Directors.

Section 6.02 Fiscal Year. The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year.

Section 6.03 Checks, Notes, Drafts, Etc. All checks, notes, drafts, or other orders for the payment of money of the Corporation shall be signed, endorsed, or accepted in the name of the Corporation by such officer, officers, person, or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.

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Section 6.04 Dividends. Subject to applicable law and the Certificate of Incorporation, dividends upon the shares of capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting of the Board of Directors. Dividends may be paid in cash, in property, or in shares of the Corporation’s capital stock, unless otherwise provided by applicable law or the Certificate of Incorporation.

Section 6.05 Conflict with Applicable Law or Certificate of Incorporation. These Bylaws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these Bylaws may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation.

ARTICLE VII
Amendments

Section 7.01 Amendments. These Bylaws may be adopted, amended, or repealed or new bylaws adopted by the Board of Directors. The stockholders may make additional Bylaws and may adopt, amend, or repeal any Bylaws whether such Bylaws were originally adopted by them or otherwise.

Adopted February 1, 2020.

* * * * *

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EX1A-2A CHARTER

Exhibit 2.3

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

REMEMBRANCE GROUP, INC.

(Pursuant to Sections 242 and 245 of the
General Corporation Law of the State of Delaware)

Remembrance Group, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”),

DOES HEREBY CERTIFY:

1. That the name of this corporation is Remembrance Group, Inc., and that this corporation was originally formed pursuant to the Limited Liability Company Act of the State of Delaware on December 11, 2012, under the name PF Management Services, LLC, which was subsequently converted from a limited liability company to a corporation and incorporated pursuant to the DGCL on February 1, 2020, under the name Remembrance Group, Inc.

2. That the Board of Directors duly adopted resolutions proposing to amend and restate the Certificate of Incorporation of this corporation, declaring said amendment and restatement to be advisable and in the best interests of this corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor, which resolution setting forth the proposed amendment and restatement is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended and restated in its entirety to read as follows:

Article I
NAME

The name of the corporation is Remembrance Group, Inc. (the “Corporation”).

ARTICLE II
REGISTERED OFFICE AND AGENT

The address of the registered office of the Corporation in the State of Delaware is 1201 North Orange Street, Suite 600, Wilmington, New Castle, Delaware 19801. The name of the registered agent of the Corporation at such address is Agents and Corporations, Inc.

ARTICLE III
PURPOSE

The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV
CAPITAL STOCK

The total number of shares of Common Stock which the Corporation is authorized to issue is 20,000,000, at a par value of $0.0001 per share, and the total number of shares of Preferred Stock which the Corporation is authorized to issue is 5,000,000, at a par value of $0.0001 per share.

The Board of Directors is hereby expressly authorized to provide out of the unissued shares of Preferred Stock for one or more series of Preferred Stock and, with respect to each such series, to fix: (a) the number of shares constituting such series, (b) the designation of such series, (c) the voting powers, if any, of the shares of such series, and (d) the preferences and relative, participating, optional, or other special rights, if any, and any qualifications, limitations, or restrictions thereof, of the shares of such series. The powers, preferences, and relative, participating, optional, and other special rights of each series of Preferred Stock, and the qualifications, limitations, or restrictions thereof, if any, may differ from those of any and all other series of Preferred Stock at any time outstanding.

ARTICLE V
SERIES A PREFERRED STOCK

5.1. Designation. There shall be a series of Preferred Stock that shall be designated as “Series A Preferred Stock” (the “Series A Preferred Stock”), and the number of shares constituting such series shall be 1,200,000. The rights, preferences, powers, restrictions, and limitations of the Series A Preferred Stock shall be as set forth in this Article V.

5.2. Dividends.

5.2.1. Accrual and Payment of Dividends. From and after the date on which the Corporation issues a share of Series A Preferred Stock (for each such share, a “Date of Issuance”), cumulative dividends (the “Series A Preferred Dividend”) on such share shall accrue, whether or not declared by the Board of Directors and whether or not there are funds legally available for the payment of dividends, on a daily basis in arrears at the rate of 7.00% per annum on the sum of $10.00 (the “Original Issue Price”), plus all accrued and unpaid dividends thereon; provided, however, that the rate at which Series A Preferred Dividends accrue on a share of Series A Preferred Stock shall be increased to 10.00% per annum for that share of Series A Preferred Stock upon either: (i) the Corporation’s failure to pay any Series A Dividend on that share of Series A Preferred Stock declared by the Board of Directors to be paid; or (ii) the Corporation’s failure to redeem that share of Series A Preferred Stock in accordance with Section 5.5.2 of this Article V (each of (i) and (ii), an “Event of Default”). All accrued dividends on any share of Series A Preferred Stock shall be paid in cash only when, as, and if declared by the Board of Directors out of funds legally available therefor, or upon a liquidation or redemption of the share of Series A Preferred Stock in accordance with the provisions of Section 5.3 or Section 5.5 of this Article V; provided, however, that to the extent Series A Preferred Dividends are not paid on a share of Series A Preferred Stock on March 15, June 15, September 15, and December 15 of each calendar year after the Date of Issuance (each such date, a “Dividend Payment Date”), all accrued and unpaid dividends on such share of Series A Preferred Stock shall accumulate and compound on the applicable Dividend Payment Date, whether or not declared by the Board of Directors, and shall remain accumulated, compounding dividends until paid pursuant hereto. All accrued and unpaid dividends on the shares of Series A Preferred Stock shall be prior and in preference to any dividend on any shares of Common Stock or any other class or series of securities of the Corporation, the terms of which do not expressly provide that such class or series of securities ranks senior to or on parity with the Series A Preferred Stock in rights, preferences, or privileges (including with respect to dividends, liquidation, redemption, or voting) (collectively, the “Junior Securities”) and shall be fully declared and paid before any dividends are declared and paid, or any other distributions or redemptions are made, on any Junior Securities, other than to: (x) declare or pay any dividend or distribution payable on the Common Stock in shares of Common Stock or (y) repurchase Common Stock held by employees or consultants of the Corporation upon termination of their employment or services pursuant to agreements providing for such repurchase.

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5.2.2. Partial Dividend Payments. Except as otherwise provided herein, if at any time the Corporation pays less than the total amount of Series A Preferred Dividends accrued with respect to the issued and outstanding shares of Series A Preferred Stock, such payment shall be distributed pro rata among all holders of Series A Preferred Stock based upon the aggregate accrued and unpaid dividends on the shares of Series A Preferred Stock held by each such holder.

5.3. Liquidation.

5.3.1. Liquidation; Deemed Liquidation.

(a) Liquidation. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation (a “Liquidation”), the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, before any payment shall be made to the holders of Junior Securities by reason of their ownership thereof, an amount in cash per share of Series A Preferred Stock equal to 150% of the Original Issue Price of such share of Series A Preferred Stock, plus all accrued and unpaid dividends on such share of Series A Preferred Stock (whether or not declared).

(b) No Deemed Liquidation. Unless otherwise determined by the Board of Directors of the Corporation, neither the sale, conveyance, exchange, or transfer (for cash, shares of stock, securities, or other consideration) of all or substantially all of the assets of the Corporation (other than in connection with the liquidation, winding up, or dissolution of its business), nor the merger, consolidation, or other business combination of the Corporation with any other Person, shall be deemed to be a liquidation, winding up, or dissolution, voluntary or involuntary, of the Corporation for the purposes of this Section 5.3. “Person” shall mean an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

5.3.2. No Participation With Common Stock on Liquidation. After payment in full of all preferential amounts required to be paid to the holders of Series A Preferred Stock upon a Liquidation under Section 5.3.1, the holders of shares of Series A Preferred Stock then outstanding shall not be entitled to any further dividend or distribution from the Corporation and shall not participate with the holders of Common Stock then outstanding in any subsequent distributions or dividends, and the remaining assets of the Corporation available for distribution to its stockholders shall be distributed among the holders of shares of Common Stock then outstanding, pro rata based on the number of shares held by each such holder.

5.3.3. Insufficient Assets. Upon any Liquidation, if the remaining assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of the shares of Series A Preferred Stock the full preferential amount to which they are entitled under Section 5.3.1, then: (a) the holders of the shares of Series A Preferred Stock shall share ratably in any distribution of the remaining assets and funds of the Corporation in proportion to the respective full preferential amounts which would otherwise be payable in respect of the Series A Preferred Stock in the aggregate upon such Liquidation if all amounts payable on or with respect to such shares were paid in full, and (b) the Corporation shall not make or agree to make any payments to the holders of Junior Securities, including, but not limited to, the holders of Common Stock.

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5.3.4. Notice. In the event of any Liquidation, the Corporation shall, within 10 days of the date the Board of Directors approves the Liquidation, or no later than 20 days of any stockholders’ meeting called to approve the Liquidation, whichever is earlier, give each holder of shares of Series A Preferred Stock written notice of the proposed action. Such written notice shall describe the material terms and conditions of such proposed action, including a description of the stock, cash, and property to be received by the holders of shares of Series A Preferred Stock upon consummation of the proposed action and the date of delivery thereof. If any material change in the facts set forth in the notice shall occur, the Corporation shall promptly give written notice to each holder of shares of Series A Preferred Stock of such material change.

5.4. Voting.

5.4.1. Voting Generally. The holders of shares of Series A Preferred Stock shall not be entitled to vote with respect to their shares of Series A Preferred Stock on any matter except as required by the DGCL. As to all matters for which voting by class or series is specifically required by the DGCL, each outstanding share of Series A Preferred Stock shall be entitled to one vote.

5.4.2. Special Voting Rights. Without the prior written consent of the holders of two-thirds of the then outstanding shares of Series A Preferred Stock, voting separately as a single class with one vote per share of Series A Preferred Stock, in person or by proxy, either in writing without a meeting or at an annual or special meeting of such stockholders, and any other applicable stockholder approval requirements required by law, the Corporation shall not take any of the actions described in this Section 5.4.2 (any such action without such prior written consent being null and void ab initio and of no force or effect) as follows:

(a) other than the issuance, authorization, or creation of any Preferred Stock of the Corporation in connection with any stockholder rights plan that may be adopted by the Corporation, issue, create, or authorize the creation or issuance of, any class or series of capital stock of the Corporation (or any security convertible into or exercisable for any class or series of capital stock of the Corporation) that ranks senior to the Series A Preferred Stock in rights, preferences, or privileges (including with respect to dividends, liquidation, redemption, or voting) (“Senior Securities”);

(b) increase the number of authorized shares of Senior Securities or authorize the issuance of or issue any shares of Senior Securities; or

(c) agree or commit to do any of the foregoing.

5.5. Redemption.

5.5.1. Corporation Redemption.

(a) Corporation Redemption. At any time after the Date of Issuance of the first share of Series A Preferred Stock issued by the Corporation, the Corporation shall have the right to elect, out of funds legally available therefor, to redeem all or any portion of the then outstanding shares of Series A Preferred Stock for a price per share equal to 150% of the Original Issue Price of each such share of Series A Preferred Stock, plus all accrued and unpaid dividends on such share (whether or not declared) (such amount, as of the applicable Corporation Redemption Date (as defined below) or Holder Redemption Date (as defined below), as applicable, the “Redemption Consideration”).

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(b) Corporation Redemption Notice. If the Corporation elects to exercise its redemption right described in Section 5.5.1(a), the Corporation shall mail notice of its election to redeem Series A Preferred Stock (the “Corporation Redemption Notice”) pursuant to the provisions of this Section 5.5.1, not less than 30 days and not more than 90 days before the applicable Corporation Redemption Date, to the holders of Series A Preferred Stock as their names appear (as of the close of business on the business day immediately preceding the day on which notice is given) on the books of the Corporation at the respective addresses of the holders shown therein. Any Corporation Redemption Notice provided to a holder of Series A Preferred Stock pursuant to the provisions of this Section 5.5.1 shall state:

(i) the date on which such redemption shall occur (the “Corporation Redemption Date”),

(ii) the number of shares of Series A Preferred Stock to be redeemed from such holder, and

(iii) the applicable Redemption Consideration.

(c) Number Redeemed. If the Corporation elects to redeem fewer than all of the outstanding shares of Series A Preferred Stock pursuant to the provisions of this Section 5.5.1, the number of shares of Series A Preferred Stock to be redeemed shall be determined by the Corporation in a manner consistent with the applicable provisions of this Amended and Restated Certificate of Incorporation. The shares of Series A Preferred Stock not redeemed shall remain issued and outstanding.

(d) Deposit with Paying Agent. If the Corporation gives a Corporation Redemption Notice as to which all conditions have been satisfied, no later than the opening of business on the Corporation Redemption Date, the Corporation shall deposit with its transfer agent, acting in its capacity as paying agent for the Series A Preferred Stock, and its successors and assigns, or any other person appointed to serve as paying agent by the Corporation (the “Paying Agent”), funds sufficient to pay the Redemption Consideration as to which such Corporation Redemption Notice shall have been given, and the Corporation shall, at the time of such deposit, give the Paying Agent irrevocable instructions and authority to pay the applicable Redemption Consideration to the holders of Series A Preferred Stock to be redeemed as set forth in the Corporation Redemption Notice. If the Corporation Redemption Notice shall have been given, then from and after the Corporation Redemption Date, unless the Corporation defaults in providing funds sufficient for such redemption at the time and place specified for payment pursuant to the Corporation Redemption Notice to all holders who submit their shares of Series A Preferred Stock for redemption:

(i) all dividends on such shares of Series A Preferred Stock to be redeemed shall cease to accrue;

(ii) shares of Series A Preferred Stock to be redeemed shall be deemed to no longer be issued or outstanding; and

(iii) all rights with respect to such shares of Series A Preferred Stock to be redeemed, including the rights, if any, to receive notices, will terminate, except only the rights of holders thereof to receive the Redemption Consideration.

Notwithstanding any Corporation Redemption Notice, there shall be no redemption of any shares of Series A Preferred Stock called for redemption in such notice until funds sufficient to pay the full Redemption Consideration for such shares shall have been deposited by the Corporation with the Paying Agent.

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5.5.2. Holder Redemption.

(a) Holder Redemption. At any time on or after the fifth anniversary of the Date of Issuance of the first share of Series A Preferred Stock issued by the Corporation, any holder of shares of Series A Preferred Stock shall have the right to elect to have, out of funds legally available therefor, all (but not less than all) of such holder’s then outstanding shares of Series A Preferred Stock redeemed by the Corporation (the “Holder Redemption Right”) for a price per share equal to the Redemption Consideration with respect thereto.

(b) Holder Redemption Notice. A holder of shares of Series A Preferred Stock may exercise the Holder Redemption Right by delivering a fully executed notice of redemption (the “Holder Redemption Notice) to the Secretary (or, if there is no Secretary, the Chief Executive Officer) of the Corporation at its principal office by certified mail, postage prepaid, at least 30 days before the date fixed for redemption in the Holder Redemption Notice (such date, the “Holder Redemption Date”). Such Holder Redemption Notice must set forth the Holder Redemption Date as of which such holder desires to exercise the Holder Redemption Right.

(c) Deposit with Paying Agent. If the Corporation is required to redeem shares of Series A Preferred Stock due to a stockholder exercising its Holder Redemption Right pursuant to the provisions of this Section 5.5.2, then no later than the opening of business on the Holder Redemption Date, the Corporation shall deposit with the Paying Agent the Redemption Consideration in cash sufficient to redeem the shares of Series A Preferred Stock as to which such Holder Redemption Notice shall have been given, and the Corporation shall, at the time of such deposit, give the Paying Agent irrevocable instructions and authority to deliver the applicable Redemption Consideration to such holder. If, after the Corporation receives a Holder Redemption Notice, the Corporation deposits with the Paying Agent funds sufficient to redeem the shares of Series A Preferred Stock as to which such Holder Redemption Notice shall have been given, then from and after the Holder Redemption Date:

(i) all dividends on such Series A Preferred Stock shall cease to accrue;

(ii) such shares of Series A Preferred Stock shall be deemed to no longer be issued or outstanding; and

(iii) all rights with respect to such shares of Series A Preferred Stock to be redeemed, including the rights, if any, to receive notices, will cease and terminate, except only the rights of such holder thereof to receive the Redemption Consideration.

Notwithstanding any Holder Redemption Notice, there shall be no redemption of any shares of Series A Preferred Stock called for redemption in such notice until funds sufficient to pay the full Redemption Consideration of such shares shall have been deposited by the Corporation with the Paying Agent.

5.5.3. Interest Income and Unclaimed Funds. The Corporation shall be entitled to receive from the Paying Agent the interest income, if any, earned on such funds deposited with the Paying Agent (to the extent that such interest income is not required to pay the Redemption Consideration), and no holder of shares of Series A Preferred Stock shall have any claim to any such interest income (other than interest income required to pay the Redemption Consideration). Any funds deposited with the Paying Agent hereunder by the Corporation for any reason, including redemption of shares of Series A Preferred Stock, that remain unclaimed or unpaid more than two years after the applicable Corporation Redemption Date or Holder Redemption Date shall be, to the extent permitted by applicable law, repaid to the Corporation upon its written request. After such repayment, the holder(s) entitled to receive such funds shall have recourse only against the Corporation.

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5.6. Conversion. The holders of shares of Series A Preferred Stock shall have no right to convert all or any portion of shares of Series A Preferred Stock into Common Stock or any other securities issued or authorized to be issued by the Corporation.

5.7. Notices. Any notice required or permitted by the provisions of this Article V to be given to a holder of shares of Series A Preferred Stock shall be mailed, postage prepaid, to the post office address last shown on the records of the Corporation, or given by electronic communication in compliance with the provisions of the DGCL, and shall be deemed sent upon such mailing or electronic transmission.

ARTICLE VI
INCORPORATORS

The names and mailing addresses of the incorporators of the Corporation were:

Dennis L. Smith	365 5th Avenue South, Suite 201 Naples, Florida 34102
Michael Margolies	365 5th Avenue South, Suite 201 Naples, Florida 34102
David J. DeCarlo	365 5th Avenue South, Suite 201 Naples, Florida 34102

ARTICLE VII
DIRECTORS

All corporate powers will be exercised by or under the authority of, and the affairs of the Corporation will be managed under the direction of, a Board of Directors. The number of Directors will be as provided in the Bylaws of the Corporation (the “Bylaws”). The initial Board of Directors shall have five directors, and their names and addresses are as follows:

Dennis L. Smith	365 5th Avenue South, Suite 201 Naples, Florida 34102
Michael Margolies	365 5th Avenue South, Suite 201 Naples, Florida 34102
David J. DeCarlo	365 5th Avenue South, Suite 201 Naples, Florida 34102
Ian M. Beadle	365 5th Avenue South, Suite 201 Naples, Florida 34102
Poul LeMasters	365 5th Avenue South, Suite 201 Naples, Florida 34102

Unless and except to the extent that the Bylaws shall so require, the election of directors of the Corporation need not be by written ballot.

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ARTICLE VIII
LIMITATION OF DIRECTOR LIABILITY

To the fullest extent permitted by law, a director of the Corporation shall not be personally liable to the Corporation or to its stockholders for monetary damages for any breach of fiduciary duty as a director. No amendment to, modification of, or repeal of this Article VIII shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

ARTICLE IX
INDEMNIFICATION

The Corporation shall indemnify, advance expenses for, and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, enterprise, or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees and costs) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except for claims for indemnification (following the final disposition of such Proceeding) or advancement of expenses not paid in full, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors of the Corporation. Any amendment, repeal, or modification of this Article IX shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

ARTICLE X
CORPORATE OPPORTUNITIES

The Corporation renounces, to the fullest extent permitted by law, any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of (i) any director of the Corporation who is not an employee of the Corporation or any of its subsidiaries, or (ii) any holder of Series A Preferred Stock or any partner, member, director, stockholder, employee, affiliate or agent of any such holder, other than someone who is an employee of the Corporation or any of its subsidiaries (collectively, the persons referred to in clauses (i) and (ii) are “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Corporation while such Covered Person is performing services in such capacity. Any repeal or modification of this Article X will only be prospective and will not affect the rights under this Article X in effect at the time of the occurrence of any actions or omissions to act giving rise to liability.

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ARTICLE XI
BYLAWS

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend, or repeal the Bylaws or adopt new Bylaws without any action on the part of the stockholders; provided, however, that any Bylaw provision adopted or amended by the Board of Directors, and any powers thereby conferred, may be amended, altered, or repealed by the stockholders.

ARTICLE XII
AMENDMENTS

The Corporation shall have the right, subject to any express provisions or restrictions contained in the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) or the Bylaws, from time to time, to amend, alter, or repeal any provision of the Certificate of Incorporation in any manner now or hereafter provided by law, and all rights and powers of any kind conferred upon a director or stockholder of the Corporation by the Certificate of Incorporation or any amendment thereof are conferred subject to such right.

ARTICLE XIII
Business Combinations with interested stockholders

The Corporation shall not be governed by or subject to Section 203 of the DGCL.

ARTICLE XIV
EFFECTIVE DATE

This Certificate of Incorporation shall be effective as of March [●], 2020.

[Remainder of Page Left Blank – Signature Page Follows]

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Executed March [●], 2020.

Dennis L. Smith, Chief Executive Officer

Signature Page to Amended and Restated Certificate of Incorporation of Remembrance Group, Inc.

EX1A-3 HLDRS RTS

Exhibit 3.1

U.S. Small Business Administration
NOTE

SBA Loan #	PLP 61055550-07
SBA Loan Name	CREECH FUNERAL HOME
Date	May 13, 2013
Loan Amount	$1,110,000.00
Interest Rate	Wall Street Journal Prime Rate plus 2.00%
Borrower	PREMIER FUNERAL MANAGEMENT GROUP, LLC
Operating Company	N/A
Lender	LIVE OAK BANKING COMPANY

1. PROMISE TO PAY:

In return for the Loan, Borrower promises to pay to the order of Lender the amount of ONE MILLION ONE HUNDRED TEN THOUSAND AND NO/100 DOLLARS ($1,110,000.00), interest on the unpaid principal balance, and all other amounts required by this Note.

2. DEFINITIONS:

“Collateral” means any property taken as security for payment of this Note or any guarantee of this Note.

“Guarantor” means each person or entity that signs a guarantee of payment of this Note.

“Loan” means the loan evidenced by this Note.

“Loan Documents” means the documents related to this loan signed by Borrower, any Guarantor, or anyone who pledges collateral.

“SBA” means the Small Business Administration, an Agency of the United States of America.

Page 1 of 5

3. PAYMENT TERMS:

Borrower must make all payments at the place Lender designates. The payment terms for this Note are:

The interest rate on this Note will fluctuate. The initial interest rate is 5.25% per year. This initial rate is the Prime Rate in effect on the first business day of the month in which SBA received the loan application, plus 2.00%. The initial interest rate must remain in effect until the first change period begins unless reduced in accordance with SOP 50 10.

Borrower must pay principal and interest payments of $6,662.43 every month, beginning two months from the month this Note is dated; payments must be made on the fifth calendar day in the months they are due.

Lender will apply each installment payment first to pay interest accrued to the day Lender receives the payment, then to bring principal current, then to pay any late fees, and will apply any remaining balance to reduce principal.

Lender and Borrower may agree to pay an additional amount into an escrow account for payment of real estate taxes and required insurance related to commercial real estate securing the loan. Any such account must comply with SOP 50 10.

The interest rate will be adjusted every calendar quarter (the “change period”).

The “Prime Rate” is the prime rate in effect on the first business day of the month (as published in a national financial newspaper or website) in which SBA received the application, or any interest rate change occurs. Base Rates will be rounded to two decimal places with .004 being rounded down and .005 being rounded up.

The adjusted interest rate will be 2.00% above the Prime Rate. Lender will adjust the interest rate on the first calendar day of each change period. The change in interest rate is effective on that day whether or not Lender gives Borrower notice of the change.

The spread as identified in the Note may not be changed during the life of the Loan without the written agreement of the Borrower.

For variable rate loans, the interest rate adjustment period may not be changed without the written consent of the Borrower. Lender must adjust the payment amount at least annually as needed to amortize principal over the remaining term of the note.

If SBA purchases the guaranteed portion of the unpaid principal balance, the interest rate becomes fixed at the rate in effect at the time of the earliest uncured payment default. If there is no uncured payment default, the rate becomes fixed at the rate in effect at the time of purchase.

Loan Prepayment:

Notwithstanding any provision in this Note to the contrary:

Borrower may prepay this Note. Borrower may prepay 20 percent or less of the unpaid principal balance at any time without notice. If Borrower prepays more than 20 percent and the Loan has been sold on the secondary market, Borrower must:

a. Give Lender written notice;

b. Pay all accrued interest; and

c. If the prepayment is received less than 21 days from the date Lender receives the notice, pay an amount equal to 21 days’ interest from the date lender receives the notice, less any interest accrued during the 21 days and paid under subparagraph b., above.

If Borrower does not prepay within 30 days from the date Lender receives the notice, Borrower must give Lender a new notice.

Subsidy Recoupment Fee. When in any one of the first three years from the date of initial disbursement Borrower voluntarily prepays more than 25% of the outstanding principal balance of the loan, Borrower must pay to Lender on behalf of SBA a prepayment fee for that year as follows;

a. During the first year after the date of initial disbursement, 5% of the total prepayment amount;

b. During the second year after the date of which the loan is first disbursed, 3% of the total prepayment amount; and

c. During the third year after the date on which the loan is first disbursed, 1% of the total prepayment amount.

All remaining principal and accrued interest is due and payable 25 years from date of Note.

Late Charge: If a payment on this Note is more than 10 days late, Lender may charge Borrower a late fee of up to 5% of the unpaid portion of the regularly scheduled payment.

Page 2 of 5

4. DEFAULT:

Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower or Operating Company:

A. Fails to do anything required by this Note and other Loan Documents;

B. Defaults on any other loan with Lender;

C. Does not preserve, or account to Lender’s satisfaction for, any of the Collateral or its proceeds;

D. Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA;

E. Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender or SBA;

F. Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect Borrower’s ability to pay this Note.

G. Fails to pay any taxes when due;

H. Becomes the subject of a proceeding under any bankruptcy or insolvency law;

I. Has a receiver or liquidator appointed for any part of their business or property;

J. Makes an assignment for the benefit of creditors;

K. Has any adverse change in financial condition or business operation that Lender believes may materially affect Borrower’s ability to pay this Note;

L. Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender’s prior written consent; or

M. Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower’s ability to pay this Note.

5 LENDER’S RIGHTS IF THERE IS A DEFAULT:

Without notice or demand and without giving up any of its rights, Lender may:

A. Require immediate payment of all amounts owing under this Note;

B. Collect all amounts owing from any Borrower or Guarantor;

C. File suit and obtain judgment;

D. Take possession of any Collateral; or

E. Sell, lease, or otherwise dispose of, any Collateral at public or private sale, with or without advertisement.

6. LENDER’S GENERAL POWERS:

Without notice and without Borrower’s consent, Lender may:

A. Bid on or buy the Collateral at its sale or the sale of another lienholder, at any price it chooses;

B. Incur expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan Document, and preserve or dispose of the Collateral. Among other things, the expenses may include payments for property taxes, prior liens, insurance, appraisals, environmental remediation costs, and reasonable attorney’s fees and costs. If Lender incurs such expenses, it may demand immediate repayment from Borrower or add the expenses to the principal balance;

C. Release anyone obligated to pay this Note;

D. Compromise, release, renew, extend or substitute any of the Collateral; and

E. Take any action necessary to protect the Collateral or collect amounts owing on this Note.

Page 3 of 5

7. WHEN FEDERAL LAW APPLIES:

When SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law.

8. SUCCESSORS AND ASSIGNS:

Under this Note, Borrower and Operating Company include the successors of each, and Lender includes its successors and assigns.

9. GENERAL PROVISIONS:

A. All individuals and entities signing this Note are jointly and severally liable.

B. Borrower waives all suretyship defenses.

C. Borrower must sign all documents necessary at any time to comply with the Loan Documents and to enable Lender to acquire, perfect, or maintain Lender’s liens on Collateral.

D. Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them.

E. Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note.

F. If any part of this Note is unenforceable, all other parts remain in effect.

G. To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. Borrower also waives any defenses based upon any claim that Lender did not obtain any guarantee; did not obtain, perfect, or maintain a lien upon Collateral; impaired Collateral; or did not obtain the fair market value of Collateral at a sale.

10. STATE-SPECIFIC PROVISIONS:

NONE

Page 4 of 5

11. BORROWER’S NAME(S) AND SIGNATURE(S):

By signing below, each individual or entity becomes obligated under this Note as Borrower.

IN WITNESS WHEREOF, Borrower intending to be legally bound, has caused this Note to be executed by PREMIER FUNERAL MANAGEMENT GROUP, LLC, by and through its Member, BARRY R. BEDFORD, this 13 day of May, 2013.

BORROWER:
PREMIER FUNERAL MANAGEMENT GROUP, LLC A Delaware Limited Liability Company, authorized to transact business in the Commonwealth of Kentucky
BY:	/s/ BARRY R. BEDFORD
	BARRY R. BEDFORD
TITLE:	Member

Page 4 of 5

EX1A-3 HLDRS RTS

Exhibit 3.2

U.S. Small Business Administration
NOTE

SBA Loan #	6643735002
SBA Loan Name	Premier Funeral Management Group II, LLC
Date	December 12, 2013
Loan Amount	$1,230,000.00
interest Rate	Variable
Borrower	Premier Funeral Management Group II, LLC
Operating Company	N/A
Lender	Midwest Business Capital, a division of United Midwest Savings Bank

1. PROMISE TO PAY:

In return for the Loan, Borrower promises to pay to the order of Lender the amount of One Million Two Hundred Thirty Thousand and 00/100 Dollars , interest on the unpaid principal balance, and ail other amounts required by this Note.

2. DEFINITIONS:

“Collateral” means any property taken as security for payment of this Note or any guarantee of this Note.

“Guarantor” means each person or entity that signs a guarantee of payment of this Note:

“Loan” means the loan evidenced by this Note.

“Loan Documents” means the documents related to this loan signed by Borrower, any Guarantor, or anyone who pledges collateral.

“SBA” means the Small Business Administration, an Agency of the United States of America.

3. PAYMENT TERMS:

Borrower must make all payments at the place Lender designates. The payment terms for this Note are:

The interest rate an this Note will fluctuate. The initial interest rate is 6.00% per year. This initial rate is the Prime Rate in effect on the first business day of the month in which SBA received the loan application, plus 2.76%. The initial interest rate must remain in effect until the first change period begins unless reduced in accordance with SOP 50 10.

Borrower must pay principal and interest payments of $7,913.38 every month beginning one month from the month this Note is dated; payments must be made on the first calendar day in the months they are due.

Lender will apply each installment payment first to pay interest accrued to the day Lender receives the payment, then to bring principal current, then to pay any late fees, and will apply any remaining balance to reduce principal.

The interest rate will be adjusted every calendar quarter (the “change period”).

The “Prime Rate” is the Prime Rate in effect on the first business day of the month (as published in the Wall Street Journal newspaper) in which SBA received the application, or any interest rate change occurs. Base Rates will be rounded to two decimal places with .004 being rounded down and .005 being rounded up.

The adjusted Interest rate will be 2.75% above the Prime Rate. Lender will adjust the interest rate on the first calendar day of each change period. The change in Interest rate is effective on that day whether or not Lender gives Borrower notice of the change.

The spread as identified in the Note may not be changed during the life of the Loan without the written agreement of the Borrower.

For variable rate loans, the interest rate adjustment period may not be changed without the written consent of the Borrower.

Lender must adjust the payment amount at least annually as needed to amortize principal over the remaining term of the note.

If SBA purchases the guaranteed portion of the unpaid principal balance, the interest rate becomes fixed at the rate in effect at the time of the earliest uncured payment default. If there is no uncured payment default, the rate becomes fixed at the rate In effect at the time of purchase.

Page 1/4

Loan Prepayment:

Notwithstanding any provision in this Note to the contrary:

Borrower may prepay this Note. Borrower may prepay 20 percent or less of the unpaid principal balance at any time without notice. If Borrower prepays more than 20 percent and the Loan has been sold on the secondary market, Borrower must:

a. Give Lender written notice;

b. Pay all accrued interest; and

c. If the prepayment Is received less than 21 days from the date Lender receives the notice, pay an amount equal to 21 days’ interest from the date lender receives the notice, less any interest accrued during the 21 days and paid under subparagraph b., above.

if Borrower does not prepay within 30 days from the date Lender receives the notice, Borrower must give Lender a new notice.

Subsidy Recoupment Fee. When in any one of the first three years from the date of initial disbursement Borrower voluntarily prepays more than 25% of the outstanding principal balance of the loan, Borrower must pay to Lender on behalf of SBA a prepayment fee for that year as follows:

a. During the first year after the date of initial disbursement, 5% of the total prepayment amount;

b. During the second year after the dale of initial disbursement, 3% of the total prepayment amount; and

c. During the third year after the date of initial disbursement, 1% of the total prepayment amount.

All remaining principal and accrued interest is due and payable 26 years from date of Note.

Late Charge: If a payment on this Note is more than 10 days late, Lender may charge Borrower a late fee of up to 5.00% of the unpaid portion of the regularly scheduled payment.

4. DEFAULT: Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower or Operating Company:

A. Fails to do anything required by this Note and other Loan Documents;

B. Defaults on any other loan with Lender;

C. Does not preserve, or account to Lender’s satisfaction for, any of the Collateral or its proceeds;

D. Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA;

E. Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender or SBA;

F. Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect Borrower’s ability to pay this Note;

G. Fails to pay any taxes when due

H. Becomes the subject of a proceeding under any bankruptcy or insolvency law;

I. Has a receiver or liquidator appointed for any part of their business or property;

J. Makes an assignment for the benefit of creditors;

K. Has any adverse change in financial condition or business operation that Lender believes may materially affect Borrower’s ability to pay this Note;

L. Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender’s prior written consent; or

M. Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower’s ability to pay this Note.

5. LENDER’S RIGHTS IF THERE IS A DEFAULT: Without notice or demand and without giving up any of its rights, Lender may:

A. Require immediate payment of all amounts owing under this Note;

B. Collect all amounts owing from any Borrower or Guarantor;

C. File suit and obtain judgment;

D. Take possession of any Collateral; or

E. Sell, lease, or otherwise dispose of, any Collateral at public or private sale, with or without advertisement.

Page 2/4

6. LENDER’S GENERAL POWERS: Without notice and without Borrower’s consent, Lender may:

A. Bid on or buy the Collateral at its sale or the sale of another lienholder, at any price it chooses;

B. Incur expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan Document, and preserve or dispose of the Collateral. Among other things, the expenses may include payments for property taxes, prior liens, insurance, appraisals, environmental remediation costs, and reasonable attorney’s fees and costs. If Lender incurs such expenses, it may demand immediate repayment from Borrower or add the expenses to the principal balance;

C. Release anyone obligated to pay this Note;

D. Compromise, release, renew, extend or substitute any of the Collateral; and

E. Take any action necessary to protect the Collateral or collect amounts owing on this Note.

7. WHEN FEDERAL LAW APPLIES: When SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law.

8. SUCCESSORS AND ASSIGNS: Under this Note, Borrower and Operating Company Include the successors of each, and Lender includes its successors and assigns.

9. GENERAL PROVISIONS:

A. All Individuals and entities signing this Note are jointly and severally liable.

B. Borrower waives all suretyship defenses.

C. Borrower must sign all documents necessary at any time to comply with the Loan Documents and to enable Lender to acquire, perfect, or maintain Lender’s liens on Collateral.

D. Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them.

E. Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note.

F. If any part of this Note is unenforceable, all other parts remain in effect.

G. To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. Borrower also waives any defenses based upon any claim that Lender did not obtain any guarantee; did not obtain, perfect, or maintain a lien upon Collateral; Impaired Collateral; or did not obtain the fair market value of Collateral at a sale.

10. STATE-SPECIFIC PROVISIONS:

NONE

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11. BORROWER’S NAMES} AND SIGNATURE(S):

By signing below, each Individual or entity becomes obligated under this Note as Borrower.

BORROWER:

Premier Funeral Management Group II, LLC

By	/s/ Barry R. Bedford
	Barry R. Bedford, Manager of Premier Funeral
	Manager Group II LLC

The guaranteed portion of this note has been transferred to a Registered Holder for value.
Date:	12/18/13
By:	____________________
Midwest Business Capital. a division of United Midwest Savings Bank Richard 1, Witherow, President

This photocopy is a true and certified copy of the original of this document.
Date:	12/18/13
By:	____________________
Midwest Business Capital. a division of United Midwest Savings Bank Richard 1, Witherow, President

Page 4/4

EX1A-3 HLDRS RTS

Exhibit 3.3

  U.S. Small Business Administration  NOTE

SBA Loan #	6831125001
SBA Loan Name	Premier Funeral Management Group HI, LLC
Date	May 16, 2014
Loan Amount	$3,616,000.00
Interest Rate	Variable
Borrower	Premier Funeral Management Group III, LLC
Operating Company	N/A
Lender	Midwest Business Capital, a division of United Midwest Savings Bank

1. PROMISE TO PAY:

In return for the Loan, Borrower promises to pay to the order of Lender the amount of Three Million Six Hundred Sixteen Thousand and 00/100 Dollars , interest on the unpaid principal balance, and all other amounts required by this Note.

2. DEFINITIONS:

“Collateral” means any property taken as security for payment of this Note or any guarantee of this Note.

“Guarantor” means each person or entity that signs a guarantee of payment of this Note.

“Loan” means the loan evidenced by this Note.

“Loan Documents” means the documents related to this loan signed by Borrower, any Guarantor, or anyone who pledges collateral.

“SBA” means the Small Business Administration, an Agency of the United States of America.

3. PAYMENT TERMS:

Borrower must make all payments at the place Lender designates. The payment terms for this Note are:

The interest rate on this Note will fluctuate. The initial interest rate is 6.00% per year. This initial rate is the Prime Rate in effect on the first business day of the month in which SBA received the loan application, plus 2.75%. The initial interest rate must remain in effect until the first change period begins unless reduced in accordance with SOP 50 10.

Borrower must pay principal and interest payments of $23,369.22 every month beginning one month from the month this Note is dated; payments must be made on the first calendar day in the months they are due.

Lender will apply each installment payment first to pay interest accrued to the day Lender receives the payment, then to bring principal current, then to pay any late fees, and will apply any remaining balance to reduce principal.

The interest rate will be adjusted every calendar quarter (the “change period”).

The “Prime Rate” is the Prime Rate in effect on the first business day of the month (as published in the Wall Street Journal newspaper) in which SBA received the application, or any interest rate change occurs. Base Rates will be rounded to two decimal places with .004 being rounded down and .005 being rounded up.

The adjusted interest rate will be 2.75% above the Prime Rate. Lender will adjust the interest rate on the first calendar day of each change period. The change in interest rate is effective on that day whether or not Lender gives Borrower notice of the change.

The spread as identified in the Note may not be changed during the life of the Loan without the written agreement of the Borrower. For variable rate loans, the interest rate adjustment period may not be changed without the written consent of the Borrower. Lender must adjust the payment amount at least annually as needed to amortize principal over the remaining term of the note.

If SBA purchases the guaranteed portion of the unpaid principal balance, the interest rate becomes fixed at the rate in effect at the time of the earliest uncured payment default. If there is no uncured payment default, the rate becomes fixed at the rate in effect at the time of purchase.

Page 1/4

Loan Prepayment:

Notwithstanding any provision in this Note to the contrary: 

Borrower may prepay this Note. Borrower may prepay 20 percent or less of the unpaid principal balance at any time without notice. If Borrower prepays more than 20 percent and the Loan has been sold on the secondary market, Borrower must:

a. Give Lender written notice;

b. Pay all accrued interest; and

c. If the prepayment is received less than 21 days from the date Lender receives the notice, pay an amount equal to 21 days’ interest from the date lender receives the notice, less any interest accrued during the 21 days and paid under subparagraph b., above.

If Borrower does not prepay within 30 days from the date Lender receives the notice, Borrower must give Lender a new notice.

Subsidy Recoupment Fee. When in any one of the first three years from the date of initial disbursement Borrower voluntarily prepays more than 25% of the outstanding principal balance of the loan, Borrower must pay to Lender on behalf of SBA a prepayment fee for that year as follows:

a. During the first year after the date of initial disbursement, 5% of the total prepayment amount;

b. During the second year after the date of initial disbursement, 3% of the total prepayment amount; and

c. During the third year after the date of initial disbursement, 1% of the total prepayment amount.

All remaining principal and accrued interest is due and payable 25 years from date of Note.

Late Charge: If a payment on this Note is more than 10 days late, Lender may charge Borrower a late fee of up to 5.00% of the unpaid portion of the regularly scheduled payment.

4. DEFAULT: Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower or Operating Company:

A. Fails to do anything required by this Note and other Loan Documents;

B. Defaults on any other loan with Lender;

C. Does not preserve, or account to Lender’s satisfaction for, any of the Collateral or its proceeds;

D. Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA;

E. Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender or SBA;

F. Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect Borrower’s ability to pay this Note;

G. Fails to pay any taxes when due

H. Becomes the subject of a proceeding under any bankruptcy or insolvency law;

I. Has a receiver or liquidator appointed for any part of their business or property;

J. Makes an assignment for the benefit of creditors;

K. Has any adverse change in financial condition or business operation that Lender believes may materially affect Borrower’s ability to pay this Note;

L. Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender’s prior written consent; or

M. Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower’s ability to pay this Note.

5. LENDER’S RIGHTS IF THERE IS A DEFAULT: Without notice or demand and without giving up any of its rights, Lender may:

A. Require immediate payment of all amounts owing under this Note;

B. Collect all amounts owing from any Borrower or Guarantor;

C. File suit and obtain judgment;

D. Take possession of any Collateral; or

E. Sell, lease, or otherwise dispose of, any Collateral at public or private sale, with or without advertisement.

Page 2/4

6. LENDER’S GENERAL POWERS: Without notice and without Borrower’s consent, Lender may:

A. Bid on or buy the Collateral at its sale or the sale of another lienholder, at any price it chooses;

B. Incur expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan Document, and preserve or dispose of the Collateral. Among other things, the expenses may include payments for property taxes, prior liens, insurance, appraisals, environmental remediation costs, and reasonable attorney’s fees and costs. If Lender incurs such expenses, it may demand immediate repayment from Borrower or add the expenses to the principal balance;

C. Release anyone obligated to pay this Note;

D. Compromise, release, renew, extend or substitute any of the Collateral; and

E. Take any action necessary to protect the Collateral or collect amounts owing on this Note.

7. WHEN FEDERAL LAW APPLIES: When SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law.

8. SUCCESSORS AND ASSIGNS: Under this Note, Borrower and Operating Company include the successors of each, and Lender includes its successors and assigns.

9. GENERAL PROVISIONS:

A. All individuals and entities signing this Note are jointly and severally liable.

B. Borrower waives all suretyship defenses.

C. Borrower must sign all documents necessary at any time to comply with the Loan Documents and to enable Lender to acquire, perfect, or maintain Lender’s liens on Collateral.

D. Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them.

E. Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note.

F. If any part of this Note is unenforceable, all other parts remain in effect.

G. To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. Borrower also waives any defenses based upon any claim that Lender did not obtain any guarantee; did not obtain, perfect, or maintain a lien upon Collateral; impaired Collateral; or did not obtain the fair market value of Collateral at a sale.

10. STATE-SPECIFIC PROVISIONS:

Oral agreements or commitments to loan money, extend credit or to forbear from enforcing repayment of a debt including promises to extend or renew such debt are not enforceable, regardless of the legal theory upon which it is based that is in any way related to the credit agreement. To protect you (Borrower(s)) and us (Creditor) from misunderstanding or disappointment, any agreements we reach covering such matters are contained in this writing, which is the complete and exclusive statement of the agreement between us, except as we may later agree in writing to modify it.

Page 3/4

11. BORROWER’S NAME(S) AND SIGNATURE(S):

By signing below, each individual or entity becomes obligated under this Note as Borrower.

BORROWER:

Premier Fu tiaIManagement Group III, LLC

By	/s/ Troy Centazzo
	Troy Centazzo, Manager of Premier Funeral
	Management Group III, LLC

Page 4/4

EX1A-3 HLDRS RTS

Exhibit 3.4

  U.S. Small Business Administration   NOTE

SBA Loan #	7116825005
SBA Loan Name	Premier Funeral Management Group IV, LLC
Date	October 29, 2014
Loan Amount	$4,112,500.00
Interest Rate	Variable
Borrower	Premier Funeral Management Group IV, LLC
Operating Company	N/A
Lender	Midwest Business Capital, a division of United Midwest Savings Bank

1. PROMISE TO PAY:

In return for the Loan, Borrower promises to pay to the order of Lender the amount of Four Million One Hundred Twelve Thousand Five Hundred and 00/100 Dollars, interest on the unpaid principal balance, and all other amounts required by this Note.

2. DEFINITIONS:

“Collateral” means any property taken as security for payment of this Note or any guarantee of this Note.

“Guarantor” means each person or entity that signs a guarantee of payment of this Note. “Loan” means the loan evidenced by this Note.

“Loan Documents” means the documents related to this loan signed by Borrower, any Guarantor, or anyone who pledges collateral. “SBA” means the Small Business Administration, an Agency of the United States of America.

3. PAYMENT TERMS:

Borrower must make all payments at the place Lender designates. The payment terms for this Note are:

The interest rate on this Note will fluctuate. The initial interest rate is 6.00% per year. This initial rate is the“Prime Rate in effect on the first business day of the month in which SBA received the loan application, plus 2.75%. The initial interest rate must remain in effect until the first change period begins unless reduced in accordance with SOP 50 10.”

Borrower must pay principal and interest payments of $26,518.22 every month beginning one month from the month this Note is dated; payments must be made on the first calendar day in the months they are due.

Lender will apply each installment payment first to pay interest accrued to the day Lender receives the payment, then to bring principal current, then to pay any late fees, and will apply any remaining balance to reduce principal.

The interest rate will be adjusted every calendar quarter (the “change period”).

The “Prime Rate” is the Prime Rate in effect on the first business day of the month (as published in the Wall Street Journal newspaper) in which SBA received the application, or any interest rate change occurs. Base Rates will be rounded to two decimal places with .004 being rounded down and .005 being rounded up.

The adjusted interest rate will be 2.75% above the Prime Rate. Lender will adjust the interest rate on the first calendar day of each change period. The change in interest rate is effective on that day whether or not Lender gives Borrower notice of the change.

The spread as identified in the Note may not be changed during the life of the Loan without the written agreement of the Borrower.

For variable rate loans, the interest rate adjustment period may not be changed without the written consent of the Borrower. Lender must adjust the payment amount at least annually as needed to amortize principal over the remaining term of the note.

If SBA purchases the guaranteed portion of the unpaid principal balance, the interest rate becomes fixed at the rate in effect at the time of the earliest uncured payment default. If there is no uncured payment default, the rate becomes fixed at the rate in effect at the time of purchase.

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Loan Prepayment:

Notwithstanding any provision in this Note to the contrary:

Borrower may prepay this Note. Borrower may prepay 20 percent or less of the unpaid principal balance at any time without notice. If Borrower prepays more than 20 percent and the Loan has been sold on the secondary market, Borrower must:

a Give Lender written notice;

b. Pay all accrued interest; and

c. If the prepayment is received less than 21 days from the date Lender receives the notice, pay an amount equal to 21 days’ interest from the date lender receives the notice, less any interest accrued during the 21 days and paid under subparagraph b., above.

If Borrower does not prepay within 30 days from the date Lender receives the notice, Borrower must give Lender a new notice.

Subsidy Recoupment Fee. When in any one of the first three years from the date of initial disbursement Borrower voluntarily prepays more than 25% of the outstanding principal balance of the loan, Borrower must pay to Lender on behalf of SBA a prepayment fee for that year as follows:

a. During the first year after the date of initial disbursement, 5% of the total prepayment amount;

b. During the second year after the date of initial disbursement, 3% of the total prepayment amount; and

c. During the third year after the date of initial disbursement, 1% of the total prepayment amount.

All remaining principal and accrued interest is due and payable 25 years from date of Note.

Late Charge: If a payment on this Note is more than 10 days late, Lender may charge Borrower a late fee of up to 5.00% of the unpaid portion of the regularly scheduled payment.

4. DEFAULT: Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower or Operating Company:

A. Fails to do anything required by this Note and other Loan Documents;

B. Defaults on any other loan with Lender;

C. Does not preserve, or account to Lender’s satisfaction for, any of the Collateral or its proceeds;

D. Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA;

E. Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender or SBA;

F. Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect Borrowers ability to pay this Note;

G. Fails to pay any taxes when due

H. Becomes the subject of a proceeding under any bankruptcy or insolvency law;

I. Has a receiver or liquidator appointed for any part of their business or property;

J. Makes an assignment for the benefit of creditors;

K. Has any adverse change in financial condition or business operation that Lender believes may materially affect Borrower’s ability to pay this Note;

L. Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender’s prior written consent; or

M. Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower’s ability to pay this Note.

5. LENDER’S RIGHTS IF THERE IS A DEFAULT: Without notice or demand and without giving up any of its rights, Lender may:

A. Require immediate payment of all amounts owing under this Note;

B. Collect all amounts owing from any Borrower or Guarantor;

C. File suit and obtain judgment;

D. Take possession of any Collateral; or

E. Sell, lease, or otherwise dispose of, any Collateral at public or private sale, with or without advertisement.

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6. LENDER’S GENERAL POWERS: Without notice and without Borrower’s consent, Lender may:

A. Bid on or buy the Collateral at its sale or the sale of another lienholder, at any price it chooses;

B. Incur expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan Document, and preserve or dispose of the Collateral. Among other things, the expenses may include payments for property taxes, prior liens, insurance, appraisals, environmental remediation costs, and reasonable attorney’s fees and costs. If Lender incurs such expenses, it may demand immediate repayment from Borrower or add the expenses to the principal balance;

C. Release anyone obligated to pay this Note;

D. Compromise, release, renew, extend or substitute any of the Collateral; and

E. Take any action necessary to protect the Collateral or collect amounts owing on this Note.

7. WHEN FEDERAL LAW APPLIES: When SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law.

8. SUCCESSORS AND ASSIGNS: Under this Note, Borrower and Operating Company include the successors of each, and Lender includes its successors and assigns.

9. GENERAL PROVISIONS:

A. All individuals and entities signing this Note are jointly and severally liable.

B. Borrower waives all suretyship defenses.

C. Borrower must sign all documents necessary at any time to comply with the Loan Documents and to enable Lender to acquire, perfect, or maintain Lender’s liens on Collateral.

D. Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them.

E. Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note.

F. If any part of this Note is unenforceable, all other parts remain in effect.

G. To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. Borrower also waives any defenses based upon any claim that Lender did not obtain any guarantee; did not obtain, perfect, or maintain a lien upon Collateral; impaired Collateral; or did not obtain the fair market value of Collateral at a sale.

10. STATE-SPECIFIC PROVISIONS:

NONE

11. BORROWER’S NAME(S) AND SIGNATURE(S):

By signing below, each individual or entity becomes obligated under this Note as Borrower.

BORROWER:

Premier Funeral Management Group IV, LLC

By	/s/ Jay M. Markwell
	Jay M. Markwell, Managing Member of Premier
	Funeral Management Group IV, LLC

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EX1A-3 HLDRS RTS

Exhibit 3.5 

CONVERTIBLE NOTE PURCHASE AGREEMENT

This Convertible Note Purchase Agreement (this “Agreement”), dated as of March [●], 2019, is entered into by and among PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company (the “Company”), and the persons and entities (each individually a “Purchaser,” and collectively, the “Purchasers”) named on the Schedule of Purchasers attached hereto (the “Schedule of Purchasers”).

WHEREAS, subject to the terms and conditions set forth herein, the Company wishes to issue and sell to the Purchasers, and the Purchasers wish to purchase from the Company, one or more Convertible Promissory Notes in exchange for the consideration (the “Consideration”) set forth opposite each Purchaser’s name on the Schedule of Purchasers.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. Capitalized terms not otherwise defined in this Agreement will have the meanings set forth in this Section 1.

1.1 “Common Units” means the Company’s Common Units.

1.2 “Conversion Price” means:

(a) with respect to a conversion pursuant to Section 4.1, the lesser of (i) the product of 100% less the Discount and (y) the lowest per unit purchase price of the Equity Securities issued in the Next Equity Financing; and (ii) the quotient resulting from dividing (x) the Valuation Cap by (y) the Fully Diluted Capitalization immediately prior to the closing of the Next Equity Financing;

(b) with respect to a conversion pursuant to Section 4.2, the quotient resulting from dividing (i) the Valuation Cap by (ii) the Fully Diluted Capitalization immediately prior to the closing of the Corporate Transaction; and

(c) with respect to a conversion pursuant to Section 4.3, the quotient resulting from dividing (i) the Valuation Cap by (ii) the Fully Diluted Capitalization immediately prior to such conversion.

1.3 “Conversion Units” (for purposes of determining the type of Equity Securities issuable upon conversion of the Notes) means:

(a) with respect to a conversion pursuant to Section 4.1, the Equity Securities issued in the Next Equity Financing;

(b) with respect to a conversion pursuant to Section 4.2, Common Units; and

(c) with respect to a conversion pursuant to Section 4.3, Common Units.

1.4 “Corporate Transaction” means:

(a) the closing of the sale, transfer, or other disposition, in a single transaction or series of related transactions, of all or substantially all of the Company’s assets;

(b) the consummation of a merger or consolidation of the Company with or into another entity (except a merger or consolidation in which the holders of membership units of the Company immediately prior to such merger or consolidation continue to hold a majority of the outstanding voting securities of the membership units of the Company or the surviving or acquiring entity immediately following the consummation of such transaction); or

(c) the closing of the transfer (whether by merger, consolidation or otherwise), in a single transaction or series of related transactions, to a “person” or “group” (within the meaning of Section 13(d) and Section 14(d) of the Exchange Act) of the Company’s membership units if, after such closing, such person or group would become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the outstanding voting securities of the Company (or the surviving or acquiring entity).

For the avoidance of doubt, a transaction will not constitute a “Corporate Transaction” if its sole purpose is to change the state of the Company’s organization or to create a holding company that will be owned in substantially the same proportions by the members who held the Company’s securities immediately prior to such transaction. Notwithstanding the foregoing, the sale of Equity Securities in a bona fide financing transaction will not be deemed a “Corporate Transaction.”

1.5 “Discount” means 40%.

1.6 “Equity Securities” means (a) Common Units; (b) any securities conferring the right to purchase Common Units; or (c) any securities directly or indirectly convertible into, or exchangeable for (with or without additional consideration) Common Units. Notwithstanding the foregoing, the following will not be considered Equity Securities: (i) any security granted, issued or sold by the Company to any manager, officer, employee, consultant or adviser of the Company for the primary purpose of soliciting or retaining their services; (ii) any convertible promissory notes (including the Notes) issued by the Company; and (iii) any SAFEs issued by the Company.

1.7 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

1.8 “Fully Diluted Capitalization” means the number of issued and outstanding membership units of the Company, assuming (a) the conversion or exercise of all of the Company’s outstanding convertible or exercisable securities (except as set forth in the following sentence), including convertible Preferred Units and all outstanding vested or unvested options or warrants to purchase the Company’s membership units; and (b) solely for purposes of Section 1.2(c), the issuance of all of the Company’s membership units reserved and available for future issuance under the Company’s existing equity incentive plans or any equity incentive plan created or expanded in connection with the Next Equity Financing. Notwithstanding the foregoing, Fully Diluted Capitalization excludes: (i) any convertible promissory notes issued by the Company (including the Notes issued pursuant to this Agreement); (ii) any SAFEs issued by the Company; and (iii) any Equity Securities that are issuable upon conversion of any outstanding convertible promissory notes or SAFEs.

1.9 “Maturity Date” means, with respect to each Note issued under this Agreement, the date that is twenty-four (24) months following the date of the Initial Closing.

1.10 “Next Equity Financing” means the next sale (or series of related sales) by the Company of its Equity Securities following the date of this Agreement, in one or more offerings relying on Section 4(a)(2) of the Securities Act or Regulation D thereunder for exemption from the registration requirements of Section 5 of the Securities Act or relying on Regulation A+, from which the Company receives gross proceeds of not less than $5,000,000 (excluding, for the avoidance of doubt, the aggregate principal amount of the Notes).

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1.11 “Notes” means the one or more Convertible Promissory Notes issued to each Purchaser pursuant to Section 2, the form of which is attached hereto as Exhibit A.

1.12 “Preferred Units” means the Company’s Preferred Units, whether now existing or hereafter created.

1.13 “Requisite Noteholders” means the holders of a majority-in-interest of the aggregate principal amount of the Notes.

1.14 “SAFE” means any simple agreement for future equity (or other similar agreement) issued by the Company for bona fide financing purposes and which may convert into the Company’s membership units in accordance with its terms.

1.15 “Securities Act” means the Securities Act of 1933, as amended.

1.16 “Valuation Cap” means $3,000,000.

2. Purchase and Sale of Notes. In exchange for the Consideration paid by each Purchaser, the Company will sell and issue to such Purchaser one or more Notes. Each Note will have a principal balance equal to that portion of the Consideration paid by such Purchaser for such Note, as set forth opposite such Purchaser’s name on the Schedule of Purchasers.

3. Closings.

3.1 Initial Closing. The initial closing of the sale of the Notes in return for the Consideration paid by each Purchaser (the “Initial Closing”) will take place remotely via the exchange of documents and signatures on the date of this Agreement, or at such other time and place as the Company and the Purchasers purchasing a majority-in-interest of the aggregate principal amount of the Notes to be sold at the Initial Closing agree upon orally or in writing. At the Initial Closing, each Purchaser will deliver the Consideration to the Company, and the Company will deliver to each Purchaser one or more executed Notes in return for the respective Consideration provided to the Company.

3.2 Subsequent Closings. In any subsequent closing (each, a “Subsequent Closing”), the Company may sell additional Notes subject to the terms of this Agreement to any purchaser as it will select. Any subsequent purchasers of Notes will become parties to, and will be entitled to receive Notes in accordance with, this Agreement. Each Subsequent Closing will take place remotely via the exchange of documents and signatures or at such locations and at such times as will be mutually agreed upon orally or in writing by the Company and such purchasers of additional Notes. The Schedule of Purchasers will be updated by the Company to reflect the additional Notes purchased at each Subsequent Closing and the parties purchasing such additional Notes.

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4. Conversion. Each Note will be convertible into Conversion Units pursuant to this Section 4.

4.1 Next Equity Financing Conversion. The outstanding principal balance and unpaid accrued interest on each Note will automatically convert into Conversion Units upon the closing of the Next Equity Financing. Notwithstanding the foregoing, the Company may, at its option, pay any unpaid accrued interest on each Note in cash at the time of conversion rather than convert the amount of such unpaid accrued interest into Conversion Units. The number of Conversion Units the Company issues upon such conversion will equal the quotient (rounded down to the nearest whole unit) obtained by dividing (a) the outstanding principal balance and unpaid accrued interest (unless such interest is prepaid in accordance with the preceding sentence) under each converting Note calculated as of a date that is no more than five (5) days prior to the closing of the Next Equity Financing by (b) the applicable Conversion Price. At least five (5) days prior to the closing of the Next Equity Financing, the Company will notify the holder of each Note in writing of the terms of the Equity Securities that are expected to be issued in such financing. The issuance of Conversion Units pursuant to the conversion of each Note will be on, and subject to, the same terms and conditions applicable to the Equity Securities issued in the Next Equity Financing.

4.2 Corporate Transaction Conversion. In the event of a Corporate Transaction prior to the conversion of a Note pursuant to Section 4.1 or Section 4.3 or the repayment of such Note, at the closing of such Corporate Transaction, the holder of each Note may elect that either: (a) the Company will pay the holder of such Note an amount equal to the sum of all unpaid principal and accrued and unpaid interest due on such Note; or (b) such Note will convert into that number of Conversion Units equal to the quotient (rounded down to the nearest whole unit) obtained by dividing (x) the outstanding principal balance and unpaid accrued interest of such Note calculated as of a date that is no more than five (5) days prior to the closing of such Corporate Transaction by (y) the applicable Conversion Price.

4.3 Maturity Conversion. At any time on or after the Maturity Date, at the election of the Requisite Noteholders, each Note will convert into that number of Conversion Units equal to the quotient (rounded down to the nearest whole unit) obtained by dividing (a) the outstanding principal balance and unpaid accrued interest of such Note on the date of such conversion by (b) the applicable Conversion Price.

4.4 Mechanics of Conversion.

(a) Financing Agreements. Each Purchaser acknowledges that the conversion of the Notes into Conversion Units pursuant to Section 4.1 may require such Purchaser’s execution of certain agreements relating to the purchase and sale of the Conversion Units, as well as agreements providing for registration rights, rights of first refusal and co-sale, rights of first offer and voting rights, if any, relating to such securities, including, but not limited to, the Company’s Third Amended and Restated Limited Liability Company Agreement dated August 8, 2017 (collectively, the “Financing Agreements”). Each Purchaser agrees to execute all of the Financing Agreements in connection with a Next Equity Financing.

(b) Certificates. As promptly as practicable after the conversion of each Note and the issuance of the Conversion Units, the Company (at its expense) will issue and deliver to the holder thereof a certificate or certificates evidencing the Conversion Units (if certificated), or if the Conversion Units are not certificated, will deliver a true and correct copy of the Company’s capitalization table reflecting the Conversion Units held by such holder. The Company will not be required to issue or deliver the Conversion Units until the holder of such Note has surrendered the Note to the Company (or provided an instrument of cancellation or affidavit of loss in form and substance satisfactory to the Company). The conversion of the Notes pursuant to Section 4.1 and Section 4.2 may be made contingent upon the closing of the Next Equity Financing and Corporate Transaction, respectively.

5. Representations and Warranties of the Company. In connection with the transactions contemplated by this Agreement, the Company hereby represents and warrants to the Purchasers as follows:

5.1 Due Organization; Qualification; and Good Standing. The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify or to be in good standing would have a material adverse effect on the Company.

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5.2 Authorization and Enforceability. Except for the authorization and issuance of the Conversion Units, all limited liability company action has been taken on the part of the Company and its officers, managers, and members necessary for the authorization, execution, and delivery of this Agreement and the Notes. Except as may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights, the Company has taken all limited liability company action required to make all of the obligations of the Company reflected in the provisions of this Agreement and the Notes valid and enforceable in accordance with their terms.

6. Representations and Warranties of the Purchasers. In connection with the transactions contemplated by this Agreement, each Purchaser, severally and not jointly, hereby represents and warrants to the Company as follows:

6.1 Authorization. Each Purchaser has full power and authority (and, if such Purchaser is an individual, the capacity) to enter into this Agreement and to perform all obligations required to be performed by it hereunder. This Agreement, when executed and delivered by each Purchaser, will constitute such Purchaser’s valid and legally binding obligation, enforceable in accordance with its terms, except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally; and (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

6.2 Purchase Entirely for Own Account. Each Purchaser acknowledges that this Agreement is made with such Purchaser in reliance upon such Purchaser’s representation to the Company, which such Purchaser confirms by executing this Agreement, that the Notes, the Conversion Units, and any Common Units issuable upon conversion of the Conversion Units (collectively, the “Securities”) will be acquired for investment for such Purchaser’s own account, not as a nominee or agent (unless otherwise specified on such Purchaser’s signature page hereto), and not with a view to the resale or distribution of any part thereof, and that such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, each Purchaser further represents that such Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer, or grant participations to such person or to any third person, with respect to the Securities. If other than an individual, each Purchaser also represents it has not been organized solely for the purpose of acquiring the Securities.

6.3 Disclosure of Information; Non-Reliance. Each Purchaser acknowledges that it has received all the information it considers necessary or appropriate to enable it to make an informed decision concerning an investment in the Securities and has reviewed the Risk Factors concerning an investment in the Company set forth on Exhibit B. Each Purchaser further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities. Each Purchaser confirms that the Company has not given any guarantee or representation as to the potential success, return, effect, or benefit (either legal, regulatory, tax, financial, accounting, or otherwise) of an investment in the Securities. In deciding to purchase the Securities, each Purchaser is not relying on the advice or recommendations of the Company, and such Purchaser has made its own independent decision that the investment in the Securities is suitable and appropriate for such Purchaser. Each Purchaser understands that no federal or state agency has passed upon the merits or risks of an investment in the Securities or made any finding or determination concerning the fairness or advisability of this investment.

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6.4 Investment Experience. Each Purchaser is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of an investment in the Securities.

6.5 Accredited Investor. Each Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. Each Purchaser agrees to furnish any additional information or documentation requested by the Company to assure compliance with applicable U.S. federal and state securities laws in connection with the purchase and sale of the Securities.

6.6 Restricted Securities. Each Purchaser understands that the Securities have not been, and will not be, registered under the Securities Act or any state securities laws, by reason of specific exemptions under the provisions thereof which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of each Purchaser’s representations as expressed herein. Each Purchaser understands that the Securities are “restricted securities” under U.S. federal and applicable state securities laws and that, pursuant to these laws, such Purchaser must hold the Securities indefinitely unless they are registered with the Securities and Exchange Commission (“SEC”) and registered or qualified by state authorities, or an exemption from such registration and qualification requirements is available. Each Purchaser acknowledges that the Company has no obligation to register or qualify the Securities for resale and further acknowledges that, if an exemption from registration or qualification is available, it may be conditioned on various requirements, including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of such Purchaser’s control, and which the Company is under no obligation, and may not be able, to satisfy.

6.7 No Public Market. Each Purchaser understands that no public market now exists for the Securities and that the Company has made no assurances that a public market will ever exist for the Securities.

6.8 No General Solicitation. Each Purchaser, and its officers, directors, employees, agents, stockholders, or partners have not either, directly or indirectly, including through a broker or finder, solicited offers for or offered or sold the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502 of Regulation D under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act. Each Purchaser acknowledges that neither the Company nor any other person offered to sell the Securities to it by means of any form of general solicitation or advertising within the meaning of Rule 502 of Regulation D under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act.

6.9 Residence. If the Purchaser is an individual, such Purchaser resides in the state or province identified on such Purchaser’s signature page hereto. If the Purchaser is a partnership, corporation, limited liability company or other entity, such Purchaser’s principal place of business is located in the state or province identified on such Purchaser’s signature page hereto.

7. Miscellaneous.

7.1 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement will inure to the benefit of, and be binding upon, the respective successors and assigns of the parties; provided, however, that the Company may not assign its obligations under this Agreement without the written consent of the Requisite Noteholders. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

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7.2 Governing Law. This Agreement and the Notes will be governed by and construed in accordance with the internal laws of the State of Florida, without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).

7.3 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. Counterparts may be delivered via fax, e-mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

7.4 Titles and Subtitles. The titles and subtitles used in this Agreement are included for convenience only and are not to be considered in construing or interpreting this Agreement.

7.5 Notices. All notices and other communications given or made pursuant hereto will be in writing and will be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) when sent by e-mail; (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications will be sent to the respective parties at the addresses shown on the signature pages hereto (or to such e-mail address or other address as subsequently modified by written notice given in accordance with this Section 7.5).

7.6 No Finder’s Fee. Each party represents that it neither is nor will be obligated to pay any finder’s fee, broker’s fee or commission in connection with the transactions contemplated by this Agreement other than a six percent (6%) due from the Company to Wilmington Capital Securities, LLC in connection with the offering of Notes contemplated by this Agreement. Each Purchaser agrees to indemnify and to hold the Company harmless from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the transactions contemplated by this Agreement (and the costs and expenses of defending against such liability or asserted liability) for which each Purchaser or any of its officers, employees or representatives is responsible. The Company agrees to indemnify and hold each Purchaser harmless from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the transactions contemplated by this Agreement (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

7.7 Expenses. Each party will pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of this Agreement.

7.8 Attorneys’ Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

7.9 Entire Agreement; Amendments and Waivers. This Agreement, the Notes and the other documents delivered pursuant hereto or in connection herewith constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. The Company’s agreements with each of the Purchasers are separate agreements, and the sales of the Notes to each of the Purchasers are separate sales. Notwithstanding the foregoing, any term of this Agreement or the Notes may be amended and the observance of any term of this Agreement or the Notes may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the Requisite Noteholders. Any waiver or amendment effected in accordance with this Section 7.9 will be binding upon each party to this Agreement and each holder of a Note purchased under this Agreement then outstanding and each future holder of all such Notes.

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7.10 Effect of Amendment or Waiver. Each Purchaser acknowledges and agrees that by the operation of Section 7.9 hereof, the Requisite Noteholders will have the right and power to diminish or eliminate all rights of such Purchaser under this Agreement and each Note issued to such Purchaser.

7.11 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provisions will be excluded from this Agreement and the balance of the Agreement will be interpreted as if such provisions were so excluded and this Agreement will be enforceable in accordance with its terms.

7.12 Transfer Restrictions.

(a) “Market Stand-Off” Agreement. Each Purchaser hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s first underwritten public offering (the “IPO”) of its Common Units under the Securities Act, and ending on the date specified by the Company and the managing underwriter(s) (such period not to exceed one hundred eighty (180) days, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on the publication or other distribution of research reports, and analyst recommendations and opinions): (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any Common Units or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Units (whether such units or any such securities are then owned by the Purchaser or are thereafter acquired); or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities; whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash, or otherwise. The foregoing provisions of this Section 7.12(a) will: (x) apply only to the IPO and will not apply to the sale of any securities to an underwriter pursuant to an underwriting agreement; (y) not apply to the transfer of any securities to any trust for the direct or indirect benefit of the Purchaser or the immediate family of the Purchaser, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer will not involve a disposition for value; and (z) be applicable to the Purchasers only if all officers and managers of the Company are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all members individually owning more than 5% of the outstanding Common Units. Notwithstanding anything herein to the contrary (including, for the avoidance of doubt, Section 7.1), the underwriters in connection with the IPO are intended third-party beneficiaries of this Section 7.12(a) and will have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Purchaser further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with the IPO that are consistent with this Section 7.12(a) or that are necessary to give further effect thereto. For purposes of this Section 7.12(a), any references to Common Units shall include any common stock of a corporation into which the Company may be converted in the future in connection with an IPO.

8

In order to enforce the foregoing covenant, the Company may impose stop transfer instructions with respect to each Purchaser’s registrable securities of the Company (and the Company’s units or securities of every other person subject to the foregoing restriction) until the end of such period. Each Purchaser agrees that a legend reading substantially as follows will be placed on all certificates representing all of such Purchaser’s registrable securities of the Company (and the Company’s units or securities of every other person subject to the restriction contained in this Section 7.12(a)):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD BEGINNING ON THE EFFECTIVE DATE OF THE COMPANY’S REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE COMPANY’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SECURITIES.

(b) Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth in this Agreement, each Purchaser agrees not to make any disposition of all or any portion of the Securities unless and until the transferee has agreed in writing for the benefit of the Company to make the representations and warranties set out in Section 6 and the undertaking set out in Section 7.12(a) of this Agreement and:

(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition, and such disposition is made in connection with such registration statement; or

(ii) such Purchaser has (A) notified the Company of the proposed disposition; (B) furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition; and (C) if requested by the Company, furnished the Company with an opinion of counsel reasonably satisfactory to the Company that such disposition will not require registration under the Securities Act.

Each Purchaser agrees that it will not make any disposition of any of the Securities to the Company’s competitors, as determined in good faith by the Company.

(c) Legends. Each Purchaser understands and acknowledges that the Securities may bear the following legend:

THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.

7.13 Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any person, firm, entity, or owner of any securities thereof, other than the Company as provided in this Agreement, in making its investment or decision to invest in the Company. Each Purchaser agrees that no other Purchaser, nor the controlling persons, officers, directors, partners, agents, stockholders, members, managers, or employees of any other Purchaser, will be liable for any action heretofore or hereafter taken or not taken by any of them in connection with the purchase and sale of the Securities.

9

7.14 Acknowledgment. For the avoidance of doubt, it is acknowledged that each Purchaser will be entitled to the benefit of all adjustments in the number of the Company’s membership units as a result of any splits, recapitalizations, combinations or other similar transactions affecting the Company’s membership units underlying the Conversion Units that occur prior to the conversion of the Notes.

7.15 Further Assurances. From time to time, the parties will execute and deliver such additional documents and will provide such additional information as may reasonably be required to carry out the terms of this Agreement and the Notes and any agreements executed in connection herewith or therewith.

7.16 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER REPRESENTS AND WARRANTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

[Remainder of Page Left Blank—Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.

PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company
By:
Name:	Dennis L. Smith
Title:	President
Address:
P.O. Box 2589
Naples, Florida 34106
E-mail:	dsmith@premierfuneral.net

Signature Page to Convertible Note Purchase Agreement

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.

Signature:
Print Name:	Paul Rosenberg
Address:
E-mail:
State of Residence: Florida
Amount of Note Purchased: $400,000

Signature Page to Convertible Note Purchase Agreement

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.

Purchaser: Davos Partners, LP
By:
Name:	David Nolan
Title:	General Partner
Address:
Attn:
E-mail:
State of Organization/Incorporation: Delaware
Amount of Note Purchased: $700,000

Signature Page to Convertible Note Purchase Agreement

EXHIBIT A

FORM OF CONVERTIBLE PROMISSORY NOTE

[TO BE ATTACHED]

EXHIBIT B

RISK FACTORS

An investment in the Company is highly speculative and involves a high degree of risk. An investment should be made only by investors who can afford the loss of their entire investment. Prior to making an investment decision, you should carefully consider the following Risk Factors in addition to, and in conjunction with, all of the other information provided in and with the Convertible Note Purchase Agreement to which these Risk Factors are attached and any other information provided to you by the Company. The Risk Factors below are not intended to be an exhaustive list of all risks involved, but merely a representative listing of certain of those risks currently relevant to the Company.

The Company and its affiliates have a limited operating history.

The Company and its affiliates consist of numerous recently formed business entities that have limited operating histories on which investors can evaluate potential performance. Although certain individuals on the Company’s management team have substantial experience in the death care industry and consumer services businesses generally, the Company itself has a limited operating history. The long-term revenue and income potential of the Company’s business model and the related market are unproven. Before investing, you should evaluate the risks, expenses and problems frequently encountered by companies such as the Company that are in the growth stage.

The Company may not be able to identify, complete, fund, or successfully integrate additional funeral home business acquisitions, which could have an adverse effect on its results of operations.

A primary component of the Company’s business strategy is to grow through acquisitions of funeral homes at attractive prices and on favorable terms. The Company cannot assure you that it will be able to identify and acquire businesses on terms favorable to it (or at all). The Company may face competition from other death care companies in making acquisitions. Industry consolidation or rising valuations could lead to a dearth of suitable acquisition targets. To date, the Company has funded its initial acquisitions primarily through senior debt facilities and seller financing, with limited up front equity (cash) contributions to transactions. The Company’s ability to make acquisitions in the future may be limited by its inability to secure adequate financing, restrictions under its existing or future debt agreements, competition from third parties, or a lack of suitable properties.

In addition, if the Company completes acquisitions, it may encounter various associated risks, including the possible inability to integrate an acquired business into its operations, diversion of management’s attention, and unanticipated problems or liabilities, some or all of which could have a material adverse effect on its operations and financial performance. The Company cannot predict the competitive dynamics in a specific market after it acquires a funeral home business. Also, when the Company acquires funeral homes that do not have an existing pre-need sales program, the operation of the business and implementation of a preneed insurance sales program after acquisition may require significant time resources on the part of the Company’s management. This may make it more difficult for the Company to focus on additional acquisitions. The Company cannot assure you that it will source, close, and effectively provide management services to additional funeral businesses that it does not own.

B-1

The Company is dependent upon highly qualified personnel, including its current management, and the loss of such personnel is a risk to its success.

The Company is substantially dependent on current and future management who have experience in the death care industry and complementary firms. A component of the Company’s business strategy is to purchase businesses that the management team believes already employ high quality managers and licensed and unlicensed employees and then retain them after the acquisition. The Company is highly dependent on the efforts of its acquired businesses’ management and technically skilled personnel, including licensed funeral directors, insurance sales representatives and additional staff, and the Company’s future performance will depend in part on its the ability of management to manage growth effectively and to retain the services of those full time and contract employees. Because competition for high quality management, technical and other personnel is intense, the Company may be unable to retain its key employees or attract other highly qualified employees in the future.

The loss of the services of any of the Company’s management team members or the failure to attract and retain additional key employees could have a material adverse effect on the Company’s business, financial condition, and results of operations. In particular, the success of the Company’s business is substantially dependent on the continued services and on the performance of Dennis L. Smith, who has experience and expertise in the death care industry and has recently led the Company to execute its business model and strategy. The loss of the services of Dennis L. Smith could harm the Company’s business and prospects.

The death care business and funeral home industry continues to be competitive, both generally and in the Company’s target markets.

The Company faces competition in all of its markets. Most of the Company’s competitors are and will be independent operations. The Company’s ability to compete successfully depends on management’s forward vision, timely responses to changes in the business environment, the Company’s funeral homes’ ability to maintain a good reputation and high professional standards as well as offer products and services at competitive prices. The Company anticipates that additional consolidators will enter the industry and likely pursue acquisitions in the Company’s market areas, potentially increasing the average consideration required to successfully purchase a funeral home business. If the Company faces price competition in its markets, or if local competitors successfully exploit the fact that the Company’s acquired businesses are now owned by a perceived “corporate consolidator,” the Company may not be able to successfully execute its business plan in a particular market. If the Company is unable to successfully compete in its markets, its financial condition, results of operations, and cash flows could be materially adversely affected.

The Company’s financial results could be negatively affected if acquisitions fail to perform as expected or the Company realizes unexpected liabilities.

The Company’s capital deployed to acquire funeral home acquisitions may be significant individually or in the aggregate. As a result, if a significant investment in one or more businesses fails to perform as expected, the Company’s financial results could be more negatively affected and the magnitude of the loss could be more significant than if the Company had made smaller investments in more businesses. The Company’s financial results could be negatively affected if any of the acquired businesses encounter unexpected financial burdens and fail to perform as expected. Additionally, though acquisitions are typically structured as asset purchases which alleviate potential costs and problems associated with unknown liabilities, the Company may experience various liabilities unknown at the time of acquisition, negatively impacting expenses, brand, and reputation, and management’s time and attention required to address such circumstances.

Demand for products and services are dependent on death rates and are influenced by a variety of general economic factors.

Key drivers of demand are death rates and overall trends related to the national and local economies. While death rates generally have been increasing, medical advances could reverse that trend and negatively impact demand in the funeral services business. Spending on funeral services and related products is dependent on general economic factors. In times of economic distress, consumers spend less on funeral services and related products. If the United States experiences a general economic downturn, the Company’s business results may suffer.

B-2

Operating results may involve significant fluctuations.

Various factors contribute to significant periodic and seasonal fluctuations in the Company’s results of operations, including:

· death rates in local markets, including seasonal variations;

· competitive dynamics in the Company’s markets;

· the volume of calls relative to the Company’s capacity;

· effectiveness in managing overhead costs;

· changes in cost and availability of labor and products; and

· changes in financing costs.

Accordingly, investors should not rely on the results of any period as an indication of the Company’s future performance.

An increase in cremation rates would negatively impact total industry revenue and potentially impact the Company’s revenue and profitability.

Cremations on average generate approximately 20% of the revenue generated from traditional burial services. Cremations accounted for about 50% of United States funeral services in 2014. Management has focused on providing consumers with an expanded product and service offering related to cremation memorial services, resulting in higher than market average revenue and profit per case. The Company has invested heavily in training its staff on the importance of memorial services when cremation is chosen as a final disposition at the Company’s business locations. If the Company is unable to successfully expand its cremation memorialization products and services and increase revenue per case at acquired businesses, the Company’s financial condition, results of operations, and cash flows could be materially and adversely affected.

The Company’s ability to generate preneed insurance sales depends on a number of factors, including sales capabilities and incentives and local and general economic conditions.

The Company typically seeks to acquire businesses for which the Company believes it can increase sales of preneed contracts funded by final expense-insurance, generating revenue for the Company and potentially increasing future market share. This focus is a core component of the Company’s business strategy. The Company expects that a portion of its acquired businesses will have little, if any, experience selling preneed insurance or will have “incumbent” agreements and relationships with marketing agencies, carriers and others involved in pre-planning funerals. Implementing a new preneed sales program involves upfront costs in terms of personnel, training, marketing and other related expenses. The Company also currently relies on a third party preneed insurance marketer to assist with targeting, marketing, and selling to customer prospects in specific markets and several of the Company’s current funeral homes have legacy relationships with local agencies. If the Company fails and/or its marketing partners fail to effectively implement a new preneed sales effort or increase preneed sales at an acquired business, it would reduce backlog and revenue and could reduce future market share.

B-3

The Company has employed a significant amount of leverage to fund acquisitions, an approach which the Company expects to continue.

Bank debt and seller financing have accounted for as much as 100% of the purchase price of certain acquisitions. As a result, total senior debt has accounted for up to approximately 70% of transaction capital structure. The Company may use proceeds from this offering to provide additional upfront equity capital to fund acquisitions. An unexpected downturn related to revenue at acquired businesses, or increased one time or ongoing expenses experienced by the Company’s acquired funeral homes, may impair the Company’s ability to service its debt payments and/or pay down its lending facilities. Additionally, the United States capital markets experienced extreme volatility and disruption over the past decade, leading to recessionary conditions and disruptions in the capital markets, including a tightened commercial lending environment. Changes in economic conditions, including, for example, interest rates, exchange rates, inflation rates, industry conditions, competition, technological developments, political and diplomatic events and trends, tax laws and innumerable other factors, can substantially and adversely affect the business and prospects of the Company. If current market conditions worsen, any resulting market illiquidity or downturn may have an adverse effect on the value of the Company or its ability to secure senior debt or other forms of capital. None of those conditions are foreseeable or within the control of the Company.

Any rise in interest rates would lead to higher costs of financing and more stringent terms associated with debt facilities.

Recent interest rates have been lower than on average over the past twenty years. The Company’s management anticipates that its lending facilities could include variable interest rates. Because the Company’s strategy is reliant on senior lending facilities to finance acquisitions, either through commercial banks or private debt providers, a rise in interest rates would negatively impact earnings and could lead to a slowing in acquisition-related growth. Additionally, the Company has financed some acquisitions with seller financing, such as promissory notes, on relatively favorable terms associated with interest rates, term to maturity, subordination, and other material terms. If the Company is unable to secure similar terms from sellers in the future due to a rise in interest rates generally or if fewer sellers are willing to accept a portion of consideration in seller financing, the Company may experience higher costs of financing its acquisitions.

The sale of the Company’s products and services and its local market share depends to some extent on reputation.

Reputation is considered a key driver of funeral home selection. Any future degradation of the brand equity or the reputations and brands of acquired businesses could negatively impact operating results.

The Company currently relies, and will continue to rely, on other parties and partners for several key aspects of our business and operations.

The Company relies on third parties for certain portions of our business operations and services and will rely on other parties to develop key business relationships. The Company also significantly relies on partners and there can be no assurance that the Company will find the appropriate partners. For example, the Company relies on third parties to provide critical products associated with funeral services, such as caskets, urns and others, and services, such as preneed insurance sales and marketing. If any of those parties fail to provide the products and services as outlined in agreements with them or if those businesses fail, the Company’s business and operations will suffer. Additionally, if the failure of one or more of those partners involves product liability, civil litigation, alleged breach of any industry rules or regulations or the like, the Company’s brand, financial performance, and ability to grow may be negatively impacted, despite any indemnification agreements the Company may have in place with such suppliers.

B-4

Financial projections are uncertain and should not be relied upon.

The Company has internally prepared financial projections that it uses for management decision making. Those financial projections are based on many assumptions, including assumptions relating to future events and conditions. Many of those assumptions relate to matters beyond the Company’s control and are susceptible to wide variation. To the extent that the Company’s actual experience differs from any one or more of those assumptions, the actual financial results will differ from the financial projections. Such differences are likely to be material. Accordingly, investors should not rely on the accuracy of any projections or predictions about the future in making an investment in the securities.

Regulation and compliance could have a material adverse impact on financial results.

The Company’s operations are subject to regulation, supervision, and licensing under numerous federal, state, and local laws, ordinances, and regulations, including extensive regulations concerning trust funds, preneed sales of funeral and cemetery products and services, and various other aspects of the Company’s business. For example, the funeral home industry is regulated by the Federal Trade Commission (“FTC”), which requires funeral homes to take actions designed to protect consumers. The Company’s facilities are also subject to stringent health, safety and environmental regulations. Violations of applicable laws could result in fines or sanctions against the Company, including the loss of licenses necessary to operate the businesses lawfully.

In addition, from time to time, governments and agencies propose to amend or add regulations, which could increase costs and decrease cash flows. For example, foreign, federal, state, local, and other regulatory agencies have considered and may enact additional legislation or regulations that could affect the death care industry. These include regulations that require more liberal refund and cancellation policies for preneed sales of products and services, limit or eliminate the Company’s ability to use surety bonding for preneed liabilities, increase trust deposit requirements, require the deposit of funds or collateral to offset unrealized losses of trusts, and/or prohibit the common ownership of funeral homes and cemeteries in the same market. If adopted by the regulatory authorities of the jurisdictions in which the Company operates, these and other possible proposals could have a material adverse effect on the Company’s financial condition, results of operations, and cash flows.

Compliance with laws, regulations, industry standards, and customs concerning burial procedures and the handling and care of human remains is critical to the continued success of the Company’s business and any operations the Company may acquire. Litigation and regulatory proceedings regarding these issues could have a material adverse effect on the Company’s financial condition, results of operations, and cash flows. The Company is continually monitoring and reviewing its operations and completing risk assessments in an effort to ensure that it is in compliance with those laws, regulations, and standards and, where appropriate, taking appropriate corrective action. However, the Company cannot ensure investors that a business will be at all times fully in compliance with any of those laws and regulations, or that employees at individual businesses or service providers with which the Company contracts will not violate them.

B-5

If state laws or their interpretations change, or new laws are enacted relating to the ownership of funeral homes and/or cemeteries, the Company’s business, financial condition and results of operations could be adversely affected.

Some state laws restrict ownership of funeral homes to licensed funeral directors and/or to funeral directors who are licensed in that particular state, and those restrictions typically vary from state to state. If state laws change or new laws are enacted that prohibit the Company from managing funeral homes in those states, then the Company’s business, financial condition and results of operations could be adversely affected. In some cases, the Company may acquire cemeteries, typically as part of a multi-business acquisition. Some states require cemeteries to be organized in the nonprofit form, but permit those nonprofit entities to contract with for-profit companies for management services. If state laws change or new laws are enacted that prohibit the Company from managing cemeteries in those states, then the Company’s business, financial condition and results of operations could be adversely affected. Additionally, several states are implementing laws that restrict the types of activities death care companies commonly use to solicit potential customers of preneed insurance. If those regulations impede the Company’s ability to cost-effectively grow preneed business or if the Company violates (unknowingly or otherwise) such new rules and regulations, the Company’s preneed initiatives may fail to perform.

If state laws or interpretations of existing state laws change or if new laws are enacted, the Company may be required to increase trust/escrow deposits or to alter the timing of withdrawals from trusts/escrows, which may have a negative impact on the Company’s revenues and cash flow.

The Company’s acquired businesses are required by most state laws to deposit specified percentages of the proceeds from preneed sales of cemetery and funeral services and merchandise into merchandise and service trusts and, once the Company owns cemetery assets, at-need and pre-need sales of interment rights into endowment care trusts. Those laws also determine when funds can be withdrawn, whether as principal or interest, from those trusts/escrows. If those laws or the interpretations of those laws change or if new laws are enacted, the Company may be required to deposit more of the sales proceeds received from sales into the trusts/escrows or to defer withdrawals from the trusts/escrows, thereby decreasing cash flow until the Company is permitted to withdraw the deposited amounts. This could also reduce cash available for distribution.

The Company faces risks associated with general liability, civil claims and misconduct, which the Company may not be able to foresee or control.

The Company faces a general inherent business risk of exposure to service liability and civil claims. A successful claim brought against the Company or one of its individual funeral businesses in excess of available insurance coverage, or any claim that results in significant negative publicity against the Company, would have a material adverse effect on the Company’s business and financial condition. If an employee, contractor, and/or service provider associated with one of the Company’s acquired funeral homes becomes involved in a civil or criminal litigation, business results could suffer.

Financial results could be negatively affected if the Company cannot negotiate favorable agreements with industry vendors and service providers.

A core component of the Company’s strategy involves executing agreements with vendors and service providers that are more favorable than those of the Company’s acquired firms or a company that currently generates our volume of business. An example of this type of strategic vendor is Batesville Casket Company, together with its subsidiaries, such as Batesville Interactive, and HMIS, Inc. These agreements allow the Company to quickly lower costs of goods sold and generate higher gross profit and EBITDA margins after closing an acquisition. If the Company is unable to negotiate similar agreements or satisfy the minimum volume and other terms in the Company’s existing contractual agreements, then financial results could be negatively impacted.

B-6

The Company is subject to legal restrictions on marketing practices that could reduce the volume of sales, which could have an adverse effect on the Company’s business, operations, and financial condition.

The enactment or amendment of legislation or regulations relating to marketing activities that make it more difficult for the Company to sell products and services could have a material adverse effect on the Company’s results of operations and financial results. For example, the federal “do not call” legislation has adversely affected funeral businesses’ ability to market products and services using telephone solicitation by limiting who they may call and increasing costs of compliance. As a result, the Company relies heavily on direct mail marketing and telephone follow-up with existing contacts. Additional laws or regulations limiting the Company’s ability to market through direct mail, over the telephone, through Internet and e-mail advertising or door-to-door may make it difficult to identify potential customers, which could increase marketing costs. Both increases in marketing costs and restrictions on the Company’s ability to market effectively could reduce revenues and could have an adverse effect on the Company’s business, operations, and financial condition.

The Company is subject to environmental and health and safety laws and regulations that may adversely affect operating results.

Funeral home operations are subject to numerous federal, state, and local environmental and health and safety laws and regulations, as will any future cemetery operations. The Company may become subject to liability for the removal of hazardous substances and solid waste under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and other federal and state laws. Under CERCLA and similar state laws, strict or joint and several liability may be imposed on various parties, regardless of fault or the legality of the original disposal activity. The Company’s funeral home and cemetery and crematory operations include the use of some materials that may meet the definition of “hazardous substances” under CERCLA or state laws and thus may give rise to liability if released to the environment through a spill or release. The Company cannot assure investors that the Company will not face liability under CERCLA or state laws for any environmental conditions at the Company’s facilities, and the Company cannot assure investors that those liabilities will not be material. Funeral home and potential future cemetery operations are subject to regulation of underground and above ground storage tanks and laws managing the disposal of solid waste. If new requirements under local, state, or federal laws are to be adopted, and are more stringent than existing requirements, new permits or capital expenditures may be required.

The Company’s funeral home operations are generally subject to federal and state laws and regulations regarding the disposal of medical waste and are also subject to regulation by federal, state or local authorities under the Emergency Planning and Community Right-to-Know Act (“EPCRA”). The Company is required by EPCRA to maintain and report to the regulatory authorities a list of any hazardous chemicals and extremely hazardous substances, which are stored or used at the Company’s facilities, if particular thresholds are met.

The Company expects to acquire crematory operations in the future, either as part of a multi-location purchase or outright. The Company’s future crematory operations may be subject to regulation under the federal Clean Air Act and any analogous state laws. If new regulations applicable to the Company’s crematory operations are adopted, they could require permits or capital expenditures that could increase costs of operation and compliance.

The securities being offered will not be publicly tradable and there is no assurance that there will ever be a public market for the Company’s at any time.

There is no public trading market for the Company’s securities at this time and the Company cannot assure investors that any market for the Company’s securities will ever develop. The Company has no definite plans to pursue a public market for its securities and cannot assure investors that the Company will ever register its securities or become a public company. The Company’s securities are not readily marketable and their value may be subject to adverse conditions that are impossible to predict. There can be no assurance that, if it becomes necessary to sell or transfer the Company’s securities, a buyer could be found or a suitable purchase price could be obtained. With no public trading market, it may be extremely difficult or impossible for investors to resell securities if investors desire to do so. In addition, there can be no assurance that, in the event investors are able to find a purchaser for the Company’s securities and such transaction is an exempt transaction under federal and state securities laws, that investors will be able to resell such securities at the price paid in this offering. Therefore, prospective investors who require liquidity in their investment should not rely upon the securities being offered under this offering as a short term component of the investor’s return on investment.

B-7

The securities offered are “restricted” securities and have not been registered under federal or state securities laws, but rather are offered pursuant to certain exemptions thereunder. The securities offered hereby may not be lawfully transferred unless they are subsequently registered, or exempt from such registration, under the applicable provisions of the similar laws of the state of the proposed transferee resides. Because the securities have not been so registered, persons acquiring securities in this offering will be required to represent in writing that they are purchasing the securities for investment only and not with a view toward or for sale in connection with any subsequent distribution thereof.

Management has broad discretion in using the proceeds from this offering.

Management plans to use the proceeds from the offering for general corporate purposes. Management has broad discretion in the application of proceeds and the timing of the expenditure of the proceeds of the offering. If management fails to apply the proceeds effectively, management may not be successful in implementing its business plan. Investors will not have the opportunity to evaluate all of the economic, financial, or other information upon which management bases its decisions.

Financial statements are unaudited and have not been reviewed by an independent auditor.

The Company’s financial information is internally prepared and has not been audited or reviewed by independent auditors. An audit could result in significant adjustments that could adversely affect the financial information presented. While the Company makes every reasonable effort to ensure that its monthly and quarterly financial statements are accurate and correct in all material respects, investors should consider that the Company’s financial statements have not been audited.

The Company is not subject to Sarbanes-Oxley and thus has not implemented the financial controls and procedures of public companies.

The Company does not have the internal control infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes-Oxley Act of 2002. The Company is currently not subject to the Sarbanes-Oxley Act of 2002, and its financial controls reflect its status as development stage, non-public company. The Company does not have the internal infrastructure necessary to complete an attestation about financial controls that would be required under Section 404 of the Sarbanes-Oxley Act of 2002. There can be no guarantee that there are no significant deficiencies or material weaknesses in the quality of the Company’s financial controls. If the Company becomes a public company, the cost and expense of such compliance would be substantial and have a material adverse effect on financial results.

The Company may issue securities in the future that could dilute ownership.

Because the Company may need to raise additional capital to continue to expand the Company’s business, acquire additional death care businesses, or for other purposes, the Company may decide to raise additional funds. If the Company raises funds by issuing equity securities, the percentage ownership of the Company’s equity holders may be reduced and the new equity securities may have rights superior to those of the current equity holders. The Company may not obtain sufficient financing on terms that are favorable to the Company. The Company may delay, limit, or eliminate some or all of its proposed operations if adequate funds are not available. The Company may also issue equity securities as consideration for acquisitions that the Company consummates. Those future equity issuances, together with the issuance of incentive units to management and employees, could result in further dilution to investors.

THE FOREGOING RISK FACTORS DO NOT PURPORT TO BE A COMPLETE EXPLANATION OF THE RISKS INVOLVED IN THE OFFERING. EACH INVESTOR SHOULD BE FAMILIAR WITH THE BUSINESS IN GENERAL AND SHOULD CONSULT THE INVESTOR’S OWN LEGAL, TAX AND FINANCIAL ADVISORS WITH RESPECT TO AN INVESTMENT IN THE BUSINESS.

* * * * *

B-8

EX1A-3 HLDRS RTS

Exhibit 3.6

THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.

CONVERTIBLE PROMISSORY NOTE

$500,000.00 October 14, 2019

FOR VALUE RECEIVED, PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company (the “Company”), hereby promises to pay to the order of DAVOS FIXED INCOME LLC (the “Holder”), the principal sum of $500,000.00, together with interest thereon from the date of this Note. Interest will accrue at a simple rate of twelve percent (12%) per annum. Unless earlier converted into Conversion Units pursuant to Section 4 of that certain Convertible Note Purchase Agreement, dated March 15, 2019, by and among the Company, the Holder and the other Purchasers identified on the signature pages thereof (the “Purchase Agreement”), the principal and accrued interest of this Note will be due and payable by the Company at any time on or after the Maturity Date at the Company’s election or upon demand by the Requisite Noteholders.

This Note is one of a series of Notes issued pursuant to the Purchase Agreement, and capitalized terms not defined herein will have the meanings set forth in the Purchase Agreement.

1. Payment. All payments will be made in lawful money of the United States of America at the principal office of the Company, or at such other place as the Holder may from time to time designate in writing to the Company. Payment will be credited first to accrued interest due and payable, with any remainder applied to principal. Prior to the Maturity Date, prepayment of principal, together with accrued interest, may be made at the sole discretion of the Company.

2. Security. This Note is a general unsecured obligation of the Company.

3. Priority. This Note is subordinated in right of payment to all current and future indebtedness of the Company for borrowed money (whether or not such indebtedness is secured) to banks, commercial finance lenders or other institutions regularly engaged in the business of lending money (the “Senior Debt”). The Company hereby agrees, and by accepting this Note, the Holder hereby acknowledges and agrees, that so long as any Senior Debt is outstanding, upon notice from the holders of such Senior Debt (the “Senior Creditors”) to the Company that an event of default, or any event which the giving of notice or the passage of time or both would constitute an event of default, has occurred under the terms of the Senior Debt (a “Default Notice”), the Company will not make, and the Holder will not receive or retain, any payment under this Note. Nothing in this Section 3 will preclude or prohibit the Holder from receiving and retaining any payment hereunder unless and until the Holder has received a Default Notice (which will be effective until waived in writing by the Senior Creditors) or from converting this Note or any amounts due hereunder into Conversion Securities.

4. Conversion of Note. This Note and any amounts due hereunder will be convertible into Conversion Units in accordance with the terms of Section 4 of the Purchase Agreement.

5. Amendments and Waivers; Resolutions of Dispute; Notice. The amendment or waiver of the provision of notice among the Company, the Holder and the other Purchasers will be governed by the terms of the Purchase Agreement.

6. Successors and Assigns. This Note applies to, inures to the benefit of, and binds the respective successors and assigns of the parties hereto; provided, however, that the Company may not assign its obligations under this Note without the prior written consent of the Requisite Noteholders. Any transfer of this Note may be effected only pursuant to the Purchase Agreement and by surrender of this Note to the Company and reissuance of a new Convertible Promissory Note to the transferee. The Holder and any subsequent holder of this Note receives this Note subject to the foregoing terms and conditions, and agrees to comply with the foregoing terms and conditions for the benefit of the Company and any other Purchasers (or their respective successors or assigns).

7. Officers and Managers not Liable. In no event will any officer or manager of the Company be liable for any amounts due and payable pursuant to this Note.

8. Limitation on Interest. In no event will any interest charged, collected or reserved under this Note exceed the maximum rate then permitted by applicable law, and if any payment made by the Company under this Note exceeds such maximum rate, then such excess sum will be credited by the Holder as a payment of principal.

9. Governing Law. This Note will be governed by and construed in accordance with the internal laws of the State of Florida, without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).

10. Costs: In addition to the payments of principal and any interest required to be paid under the terms of this Note, the Company shall bear the costs of any documentary stamp and intangible taxes applicable. If there shall be a default under the terms of this Note, the Holder shall be entitled to recover from the Company all of the Holder’s reasonable costs of collection, including the Holder’s reasonable attorney’s fees, whether for services incurred in collection, litigation, bankruptcy proceedings, appeals or otherwise, and all other costs incurred in connection therewith.

11. Approval. The Company hereby represents that its Board of Managers, in the exercise of its fiduciary duty, has approved the Company’s execution of this Note based upon a reasonable belief that the principal provided hereunder is appropriate for the Company after reasonable inquiry concerning the Company’s financing objectives and financial situation. In addition, the Company hereby represents that it intends to use the principal of this Note primarily for the operations of its business, and not for any personal, family or household purpose.

[Remainder of Page Left Blank—Signature Page Follows]

2

THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.

CONVERTIBLE PROMISSORY NOTE

$700,000.00 March 18, 2019

FOR VALUE RECEIVED, PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company (the “Company”), hereby promises to pay to the order of Davos Partners, LP (the “Holder”), the principal sum of $700,000.00, together with interest thereon from the date of this Note. Interest will accrue at a simple rate of twelve percent (12%) per annum. Unless earlier converted into Conversion Units pursuant to Section 4 of that certain Convertible Note Purchase Agreement, dated March 18, 2019, by and among the Company, the Holder and the other Purchasers identified on the signature pages thereof (the “Purchase Agreement”), the principal and accrued interest of this Note will be due and payable by the Company at any time on or after the Maturity Date at the Company’s election or upon demand by the Requisite Noteholders.

This Note is one of a series of Notes issued pursuant to the Purchase Agreement, and capitalized terms not defined herein will have the meanings set forth in the Purchase Agreement.

1. Payment. All payments will be made in lawful money of the United States of America at the principal office of the Company, or at such other place as the Holder may from time to time designate in writing to the Company. Payment will be credited first to accrued interest due and payable, with any remainder applied to principal. Prior to the Maturity Date, prepayment of principal, together with accrued interest, may be made at the sole discretion of the Company.

2. Security. This Note is a general unsecured obligation of the Company.

3. Priority. This Note is subordinated in right of payment to all current and future indebtedness of the Company for borrowed money (whether or not such indebtedness is secured) to banks, commercial finance lenders or other institutions regularly engaged in the business of lending money (the “Senior Debt”). The Company hereby agrees, and by accepting this Note, the Holder hereby acknowledges and agrees, that so long as any Senior Debt is outstanding, upon notice from the holders of such Senior Debt (the “Senior Creditors”) to the Company that an event of default, or any event which the giving of notice or the passage of time or both would constitute an event of default, has occurred under the terms of the Senior Debt (a “Default Notice”), the Company will not make, and the Holder will not receive or retain, any payment under this Note. Nothing in this Section 3 will preclude or prohibit the Holder from receiving and retaining any payment hereunder unless and until the Holder has received a Default Notice (which will be effective until waived in writing by the Senior Creditors) or from converting this Note or any amounts due hereunder into Conversion Securities.

4. Conversion of Note. This Note and any amounts due hereunder will be convertible into Conversion Units in accordance with the terms of Section 4 of the Purchase Agreement.

5. Amendments and Waivers; Resolutions of Dispute; Notice. The amendment or waiver of any term of this Note, the resolution of any controversy or claim arising out of or relating to this Note, and the provision of notice among the Company, the Holder and the other Purchasers will be governed by the terms of the Purchase Agreement.

3

6. Successors and Assigns. This Note applies to, inures to the benefit of, and binds the respective successors and assigns of the parties hereto; provided, however, that the Company may not assign its obligations under this Note without the prior written consent of the Requisite Noteholders. Any transfer of this Note may be effected only pursuant to the Purchase Agreement and by surrender of this Note to the Company and reissuance of a new Convertible Promissory Note to the transferee. The Holder and any subsequent holder of this Note receives this Note subject to the foregoing terms and conditions, and agrees to comply with the foregoing terms and conditions for the benefit of the Company and any other Purchasers (or their respective successors or assigns).

7. Officers and Managers not Liable. In no event will any officer or manager of the Company be liable for any amounts due and payable pursuant to this Note.

8. Limitation on Interest. In no event will any interest charged, collected or reserved under this Note exceed the maximum rate then permitted by applicable law, and if any payment made by the Company under this Note exceeds such maximum rate, then such excess sum will be credited by the Holder as a payment of principal.

9. Governing Law. This Note will be governed by and construed in accordance with the internal laws of the State of Florida, without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).

10. Costs: In addition to the payments of principal and any interest required to be paid under the terms of this Note, the Company shall bear the costs of any documentary stamp and intangible taxes applicable. If there shall be a default under the terms of this Note, the Holder shall be entitled to recover from the Company all of the Holder’s reasonable costs of collection, including the Holder’s reasonable attorney’s fees, whether for services incurred in collection, litigation, bankruptcy proceedings, appeals or otherwise, and all other costs incurred in connection therewith.

11. Approval. The Company hereby represents that its Board of Managers, in the exercise of its fiduciary duty, has approved the Company’s execution of this Note based upon a reasonable belief that the principal provided hereunder is appropriate for the Company after reasonable inquiry concerning the Company’s financing objectives and financial situation. In addition, the Company hereby represents that it intends to use the principal of this Note primarily for the operations of its business, and not for any personal, family or household purpose.

[Remainder of Page Left Blank—Signature Page Follows]

4

THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.

CONVERTIBLE PROMISSORY NOTE

$400,000.00 March 21, 2019

FOR VALUE RECEIVED, PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company (the “Company”), hereby promises to pay to the order of Paul Rosenberg (the “Holder”), the principal sum of $400,000.00, together with interest thereon from the date of this Note. Interest will accrue at a simple rate of twelve percent (12%) per annum. Unless earlier converted into Conversion Units pursuant to Section 4 of that certain Convertible Note Purchase Agreement, dated March 21, 2019, by and among the Company, the Holder and the other Purchasers identified on the signature pages thereof (the “Purchase Agreement”), the principal and accrued interest of this Note will be due and payable by the Company at any time on or after the Maturity Date at the Company’s election or upon demand by the Requisite Noteholders.

This Note is one of a series of Notes issued pursuant to the Purchase Agreement, and capitalized terms not defined herein will have the meanings set forth in the Purchase Agreement.

1. Payment. All payments will be made in lawful money of the United States of America at the principal office of the Company, or at such other place as the Holder may from time to time designate in writing to the Company. Payment will be credited first to accrued interest due and payable, with any remainder applied to principal. Prior to the Maturity Date, prepayment of principal, together with accrued interest, may be made at the sole discretion of the Company.

2. Security. This Note is a general unsecured obligation of the Company.

3. Priority. This Note is subordinated in right of payment to all current and future indebtedness of the Company for borrowed money (whether or not such indebtedness is secured) to banks, commercial finance lenders or other institutions regularly engaged in the business of lending money (the “Senior Debt”). The Company hereby agrees, and by accepting this Note, the Holder hereby acknowledges and agrees, that so long as any Senior Debt is outstanding, upon notice from the holders of such Senior Debt (the “Senior Creditors”) to the Company that an event of default, or any event which the giving of notice or the passage of time or both would constitute an event of default, has occurred under the terms of the Senior Debt (a “Default Notice”), the Company will not make, and the Holder will not receive or retain, any payment under this Note. Nothing in this Section 3 will preclude or prohibit the Holder from receiving and retaining any payment hereunder unless and until the Holder has received a Default Notice (which will be effective until waived in writing by the Senior Creditors) or from converting this Note or any amounts due hereunder into Conversion Securities.

4. Conversion of Note. This Note and any amounts due hereunder will be convertible into Conversion Units in accordance with the terms of Section 4 of the Purchase Agreement.

5. Amendments and Waivers; Resolutions of Dispute; Notice. The amendment or waiver of any term of this Note, the resolution of any controversy or claim arising out of or relating to this Note, and the provision of notice among the Company, the Holder and the other Purchasers will be governed by the terms of the Purchase Agreement.

6. Successors and Assigns. This Note applies to, inures to the benefit of, and binds the respective successors and assigns of the parties hereto; provided, however, that the Company may not assign its obligations under this Note without the prior written consent of the Requisite Noteholders. Any transfer of this Note may be effected only pursuant to the Purchase Agreement and by surrender of this Note to the Company and reissuance of a new Convertible Promissory Note to the transferee. The Holder and any subsequent holder of this Note receives this Note subject to the foregoing terms and conditions, and agrees to comply with the foregoing terms and conditions for the benefit of the Company and any other Purchasers (or their respective successors or assigns).

7. Officers and Managers not Liable. In no event will any officer or manager of the Company be liable for any amounts due and payable pursuant to this Note.

8. Limitation on Interest. In no event will any interest charged, collected or reserved under this Note exceed the maximum rate then permitted by applicable law, and if any payment made by the Company under this Note exceeds such maximum rate, then such excess sum will be credited by the Holder as a payment of principal.

9. Governing Law. This Note will be governed by and construed in accordance with the internal laws of the State of Florida, without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).

10. Costs: In addition to the payments of principal and any interest required to be paid under the terms of this Note, the Company shall bear the costs of any documentary stamp and intangible taxes applicable. If there shall be a default under the terms of this Note, the Holder shall be entitled to recover from the Company all of the Holder’s reasonable costs of collection, including the Holder’s reasonable attorney’s fees, whether for services incurred in collection, litigation, bankruptcy proceedings, appeals or otherwise, and all other costs incurred in connection therewith.

11. Approval. The Company hereby represents that its Board of Managers, in the exercise of its fiduciary duty, has approved the Company’s execution of this Note based upon a reasonable belief that the principal provided hereunder is appropriate for the Company after reasonable inquiry concerning the Company’s financing objectives and financial situation. In addition, the Company hereby represents that it intends to use the principal of this Note primarily for the operations of its business, and not for any personal, family or household purpose.

[Remainder of Page Left Blank—Signature Page Follows]

5

IN WITNESS WHEREOF, the Company has executed this Convertible Promissory Note as of the date set forth above.

COMPANY:
PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company
By:	/s/ Dennis L. Smith
Name:	Dennis L. Smith
Title:	President

Signature page to Convertible Promissory Note

EX1A-4 SUBS AGMT

Exhibit 4.1 

SUBSCRIPTION AGREEMENT

Series A Redeemable Preferred Stock

of

Remembrance Group, Inc.

This Subscription Agreement (this “Subscription Agreement”) relates to my agreement to purchase shares of the Series A Redeemable Preferred Stock, par value $0.0001 per share (the “Shares”), of Remembrance Group, Inc., a Delaware corporation (the “Company”), for a purchase price of $10.00 per Share, for a total purchase price as indicated during the online subscription process or, if I am not purchasing online, then as indicated on the signature page to this Agreement (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Offering Circular for the sale of the Shares, dated [*], 2020 (the “Offering Circular”). Capitalized terms used but not defined herein shall have the meanings given to them in the Offering Circular.

If I am investing through a brokerage account at Cambria Capital, LLC, My IPO, or at another broker-dealer that is owned by me and held at Folio Investments, Inc., as the clearing firm for my exclusive benefit (a “Folio Cleared Account”), I am authorizing Digital Offering LLC to debit funds equal to the amount of the Subscription Price from my Folio Cleared Account. I understand that if I wish to purchase Shares, I must sign this Subscription Agreement and have sufficient funds in my Folio Cleared Account at the time of the execution of this Subscription Agreement. If the offering is terminated, then the Shares will not be sold to investors pursuant to this offering, and if any portion of the Shares are not sold in the offering, funds for such unsold Shares will not be debited from my Folio Cleared Account.

If I am not investing through a Folio Cleared Account, then I agree to purchase, and the Company agrees to sell me the number of Shares equal to the Subscription Price set forth on the signature page hereto divided by the price per Share specified in the preamble to this Subscription Agreement. I shall pay the Subscription Price simultaneously with entering into this Subscription Agreement by check or wire transfer using the instructions set forth on the signature page to this agreement. All checks should be made payable to “WILMINGTON TRUST, N.A. as Escrow Agent for Remembrance Group Escrow.” Completed subscription agreements will be sent by your broker-dealer or registered investment advisor, as applicable, to Digital Offering. Subscription payments should be delivered directly to the escrow agent. If you send your subscription payment to your broker or registered investment advisor, then your broker or registered investment advisor will immediately forward your subscription payment to the escrow agent. Subscriptions will be effective only upon our acceptance, and the Company reserves the right to reject any subscription in whole or in part.

In order to induce the Company to accept this Subscription Agreement for the Shares and as further consideration for such acceptance, I hereby make, adopt, confirm and agree to all of the following covenants, acknowledgments, representations and warranties with the full knowledge that the Company and its affiliates will expressly rely thereon in making a decision to accept or reject this Subscription Agreement:

1. Investor Eligibility Certifications. I understand that to purchase the Shares, I must either be an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, or I must limit my investment in the Shares to a maximum of (i) 10% of my net worth or annual income, whichever is greater, if I am a natural person, or (ii) 10% of my revenues or net assets, whichever is greater, for my most recently completed fiscal year, if I am a non-natural person. I understand that if I am a natural person, I should determine my net worth for purposes of these representations by calculating the difference between my total assets and total liabilities. I understand this calculation must exclude the value of my primary residence and may exclude any indebtedness secured by my primary residence (up to an amount equal to the value of my primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the fiduciary directly or indirectly provides funds for the purchase of the Shares. I hereby represent and warrant that I meet one of the following qualifications to purchase Shares:

a. The aggregate purchase price for the Shares I am purchasing in the offering does not exceed 10% of my net worth or annual income, whichever is greater.

b. I am an accredited investor.

2. I understand that the Company reserves the right to, in its sole discretion, accept or reject this subscription, in whole or in part, for any reason whatsoever, and to the extent not accepted, unused funds will remain in my account if I am investing through a Folio Cleared Account or to me if I am not investing through a Folio Cleared Account.

3. I have received the Offering Circular.

4. I accept the terms of the Articles of Incorporation and the Certificate of Designation establishing the Series B Cumulative Redeemable Preferred Stock of the Company.

5. I am purchasing the Shares for my own account.

6. I hereby represent and warrant that I am not on, and am not acting as an agent, representative, intermediary or nominee for any person identified on, the list of blocked persons maintained by the Office of Foreign Assets Control, U.S. Department of Treasury. In addition, I have complied with all applicable U.S. laws, regulations, directives, and executive orders relating to anti-money laundering, including but not limited to the following laws: (1) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56; and (2) Executive Order 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) of September 23, 2001. By making the previous representations, you have not waived any right of action you may have under federal or state securities law. Any such waiver would be unenforceable. The Company will assert your representations as a defense in any subsequent litigation where such an assertion would be relevant. This Subscription Agreement and all rights hereunder shall be governed by, and interpreted in accordance with, the laws of the State of Nevada without giving effect to the principles of conflict of laws.

7. If I am investing through a Folio Cleared Account or if I am not investing through a Folio Cleared Account but am submitting this subscription agreement electronically through my broker-dealer, then I agree to the following with regard to digital signatures. Digital (“electronic”) signatures, often referred to as an “e-signature”, enable paperless contracts and help speed up business transactions. The 2001 E-Sign Act was meant to ease the adoption of electronic signatures. You and the Company each hereby consent and agree that electronically signing this Subscription Agreement constitutes your signature, acceptance and agreement as if actually signed by you in writing. Further, all parties agree that no certification authority or other third-party verification is necessary to validate any electronic signature; and that the lack of such certification or third party verification will not in any way affect the enforceability of your signature or resulting contract between you and the Company. You understand and agree that your e-signature executed in conjunction with the electronic submission of this Subscription Agreement shall be legally binding and such transaction shall be considered authorized by you. You agree your electronic signature is the legal equivalent of your manual signature on this Subscription Agreement and you consent to be legally bound by the terms of this Subscription Agreement.

Your Consent is Hereby Given: By signing this Subscription Agreement electronically, you are explicitly agreeing to receive documents electronically including your copy of this signed Subscription Agreement as well as ongoing disclosures, communications, and notices.

BY ELECTRONICALLY SIGNING THIS AGREEMENT OR BY MANUALLY SIGNING THIS AGREEMENT ON THE SIGNATURE PAGE HERETO, I CERTIFY THAT I HAVE THE AUTHORITY TO ENTER INTO THIS SUBSCRIPTION AGREEMENT ON BEHALF OF THE PERSON(S) OR ENTITY FOR WHOSE ACCOUNT THIS SUBSCRIPTION IS PLACED.

2

SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT

(To be completed and signed only by those who are not submitting this subscription agreement electronically.)

The undersigned hereby signs this Subscription Agreement as of ____________________, 20__.

Print Name Above

Sign Above

IF subscriber is an entity, specify name and title below:

Name:

Title:

Subscription Price (this is the total amount of your investment) $_____________________________________________

You must simultaneously pay the Subscription Price to the Escrow Agent in one of the following ways:

1. By check made payable to “WILMINGTON TRUST, N.A. as Escrow Agent for Remembrance Group Escrow” and mailed to the following address: Wilmington Trust, National Association, 166 Mercer Street, Suite 2R, New York, NY 10012, Attention: Boris Treyger

2. By wire transfer to the Escrow Agent using the following wire instructions:

Wilmington Trust Company

ABA #: 031100092

A/C #: 137798-000

A/C Name: Remembrance Group Escrow

Attn: Boris Treyger

International Wires:

M&T

Buffalo, New York

ABA: 022000046

SWIFT: MANTUS33

Beneficiary Bank: Wilmington Trust

Beneficiary ABA: 031100092

A/C #: 137798-000

A/C Name: Remembrance Group Escrow

3

EX1A-6 MAT CTRCT

Exhibit 6.1

Execution Version

AMENDED AND RESTATED OPTION AGREEMENT - PFMG

This Amended and Restated Option Agreement (this “Agreement”) is effective as of September 24, 2015 (the “Effective Date”) and entered into between PREMIER FUNERAL MANAGEMENT GROUP, LLC, a Delaware limited liability company (“PFMG”), Troy Centazzo and Barry Bedford (collectively, the “Granting Members”), all option and warrant holders of PFMG listed on Exhibit A attached hereto (“Option Holders”) and PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company (“PFMS”). This Agreement amends and restates in its entirety that certain Option Agreement between the parties hereto, dated as of November 13, 2013.

RECITALS

A. The Granting Members and William Bisceglia (“Bisceglia”) entered into that certain Limited Liability Company Agreement dated June 10, 2011, as amended and restated by that certain Amended and Restated Limited Liability Company Agreement dated as of November 13, 2013, as further amended and restated by that certain Second Amended and Restated Limited Liability Company Agreement dated as of the date hereof (as further amended from time to time, the “Operating Agreement”).

B. Each of the Option Holders is the owner of options or warrants to purchase equity interests in PFMG.

C. Bisceglia owns one percent (1%) of the outstanding membership interests of PFMG, is not granting PFMS an option to purchase his one percent (1%) interest, and has acknowledged and consented to (i) the execution of this Agreement by PFMG, the Granting Members, and the Option Holders, (ii) any transfer, sale, or assignment of the Membership Interests, including the Membership Interests of the Granting Members and any equity interests in PFMG that may be issued to an Option Holder, made in connection with this Agreement and (iii) the admittance of any transferee, purchaser, or assignee of the Membership Interests as a new member of PFMG following a transaction described in subparagraph (ii) above.

D. In consideration of (i) the agreement of LB Merchant PFMG, LLC, a Florida limited liability company (“LB-1”), to exchange the Senior Subordinated Convertible Note in the original principal amount of $2,500,000, dated November 13, 2013, issued by PFMS to LB-1 (the “Note”) and all accrued and unpaid interest under the Note for Series A Convertible Preferred Membership Units of PFMS (“Series A Preferred Units”) pursuant to that certain Exchange Agreement dated as of the date hereof between LB-1 and PFMS (the “Exchange Agreement”); and (ii) the agreement of LB Merchant PFMG-2, LLC, a Florida limited liability company (“LB-2” and, collectively with LB-1, the “Investors”), to purchase Series A Preferred Units pursuant to that certain Securities Purchase Agreement between LB-2 and PFMS dated as of the date hereof (the “SPA”), PFMG, the Granting Members, and the Option Holders desire to grant an option to PFMS for the purchase of ninety nine percent (99%) of the membership interests of PFMG now or hereafter issued and outstanding (the “Membership Interests”).

AGREEMENT

PFMG, the Granting Members, the Option Holders and PFMS agree as follows:

1. Recitals and Definitions. The recitals above are true and correct and incorporated in this Agreement by reference. Any capitalized term used and not defined in this Agreement shall have the definition for such term listed in the Operating Agreement.

2. Grant of Option. The Granting Members hereby grant to PFMS an exclusive right and option to purchase all of their Membership Interests (the “Option”) subject to the terms and conditions of this Agreement and the Option Holders consent to the grant of the Option. Each Option Holder acknowledges and agrees that if an Option Holder exercises the Option Holder’s warrants or options to purchase equity interests in PFMG before PFMS exercises the Option, then (a) PFMS’s Option shall automatically include the right and option to purchase the equity interests in PFMG issued to the Option Holder without any further agreement between the parties to this Agreement or amendment of this Agreement, and (b) all of the terms and conditions of this Agreement applicable to the Granting Members shall apply to the Option Holder who was issued equity interests in PFMG. Notwithstanding any other provision of this Agreement or applicable law to the contrary, as long as the Investors own any Series A Preferred Units or Common Units of PFMS, this Agreement may only be terminated with the prior written consent of the Investors.

3. Cancellation of Existing Options and Warrants. Option Holders hereby agree that upon exercise of the Option pursuant to the terms of this Agreement, that all outstanding warrants and options to purchase equity interests in PFMG shall be cancelled with no consideration.

4. Exercise of the Option. PFMS may exercise the Option upon or at any time after (a) the earlier of (i) all of the outstanding principal and accrued and unpaid interest due under PFMG’s Small Business Administration loans (the “SBA Loans”) have been paid, or (ii) consent of the lender(s) for the SBA Loans to the transfer of the Membership Interests to PFMS, and (b) any approvals required to be obtained from any federal or state regulatory body or other governmental authority have been obtained, by providing written notice of such election to PFMG and the Granting Members (the “Election Notice”). Nothing in this Agreement shall be construed to require PFMS to exercise the Option, and PFMG, the Granting Members, and the Option Holders acknowledge and agree that the Option may be exercised by PFMS in PFMS’s sole and absolute discretion. If PFMS exercises the Option, the closing on the purchase of the Membership Interests shall occur on or before five (5) business days after the Election Notice is received by PFMG or such other date that PFMS and PFMG may designate (the “Closing Date”). On the Closing Date, PFMS, PFMG, and the Granting Members shall execute an Assignment, Assumption, and Admission Agreement that, among other things, transfers the Membership Interests to PFMS and admits PFMS as the only member of PFMG other than Bisceglia.

5. Exercise Payment. If PFMS exercises the Option, PFMS shall pay an amount in cash on or before the Closing Date to each Member equal to the amount distributable to each Member under Section 5.5 of the Operating Agreement for the calendar year in which PFMS exercises the Option (for each Member, the “Unpaid Tax Liability Amount”). PFMS shall not be required to pay any amount to PFMG, the Granting Members, or the Option Holders in connection with PFMS’s exercise of the Option other than the Unpaid Tax Liability Amounts that may be due to the Granting Members.

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6. Assignment of Rights to Dividends and Distributions. Each Granting Member hereby assigns to PFMS all of such Member’s right, title, and interest in and to any dividends or distributions from PFMG (other than distributions to pay income taxes on income of PFMG allocated to the Member) (the “Assigned Dividends and Distributions”); provided, however, that this assignment shall not be construed to permit the Assigned Dividends and Distributions that are expressly prohibited by the Operating Agreement without the Investors’ prior written approval. If any such Assigned Dividends and Distributions are made by PFMG to the Granting Members either with or without the prior written approval of the Investors, the Granting Members shall hold the full amount of such Assigned Dividends and Distributions in trust for the sole benefit of PFMS and shall promptly transfer the full amount of the Assigned Dividends and Distributions to PFMS upon PFMS’s or the Investors’ request.

7. Representations and Warranties; Covenants. Each party hereby represents and warrants to the other that it has the full and complete authority to enter into this Agreement. PFMS, PFMG, the Granting Members, and the Option Holders agree to execute such other commercially reasonable documentation necessary to effectuate this Agreement and transfer the Membership Interests if the Option is exercised. PFMG and the Granting Members represent that no Person (other than PFMS and the Option Holders listed on Exhibit A) has a right or option to purchase the Membership Interests or any part thereof and covenant not to grant any such right or option. The Membership Interests are lawfully and beneficially owned of record by the Granting Members and are, and shall be on the Closing Date, validly issued, fully paid and non-assessable, and free and clear of all liens, claims, charges, restrictions, equities, and encumbrances and any other third party rights, with all transfer and other taxes paid. The Granting Members and the Option Holders covenant and agree not to transfer, sell, or convey the Membership Interests or any other equity interest in PFMG to any Person without the prior written approval of the Investors; provided, however, that a transfer of Membership Interests pursuant to Section 6.5 of the Operating Agreement shall be permitted as long as: (a) the Granting Member transferring the Membership Interest provides prior written notice of the transfer to Investors, and (b) the transferee executes a joinder to this Agreement agreeing to be bound by the terms and conditions of this Agreement, assuming the transferring Granting Member’s duties and obligations under this Agreement with respect to the transferred Membership Interest, and confirming that PFMS’s Option includes the right and option to purchase all of the transferred Membership Interests.

8. Legends. Any certificate existing or hereafter issued evidencing the Membership Interests shall bear the following legend (in addition to any other legend required by the Operating Agreement): “This certificate evidences a membership interest in Premier Funeral Management Group, LLC, and is subject to that certain Amended and Restated Option Agreement dated September 24, 2015, executed in favor of PF Management Services, LLC.”

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9. Assignment. PFMS shall not assign this Agreement or any of PFMS’s rights under this Agreement, including, but not limited to, the Option, to any Person or to name ominees to take title to the Membership Interests without the prior written consent of the Investors.

10. Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective heirs, personal representatives, successors, and permitted assigns.

11. Time of the Essence. All times and dates for performance set forth in this Agreement are agreed to be of the essence.

12. Consent to Transfer. The Granting Members, the Option Holders, and PFMG hereby affirmatively approve (i) any transfer, sale, or assignment of the Membership Interests, including the Membership Interests of the Granting Members and any equity interests in PFMG that may be issued to an Option Holder, made in connection with this Agreement and agree that any such transfer, sale, or assignment shall be deemed to be in compliance with the terms and conditions of the Operating Agreement and (ii) the cancellation of all outstanding options and warrants held by the Option Holders upon exercise of the Option.

13. Governing Law. This Agreement shall be construed in accordance with the laws of the state specified in Section 10.6 of the Operating Agreement.

14. Construction. If there is a conflict between this Agreement and the Operating Agreement, then the terms and conditions of this Agreement shall prevail.

15. Amendments. This Agreement may not be modified except in a writing signed by all parties hereto.

16. Third Party Beneficiaries. This Agreement is intended to benefit the Investors, and the Investors are consequently third party beneficiaries of the rights and benefits granted to PFMS pursuant to this Agreement.

17. Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by fax or e-mail, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such faxed or e-mailed signature page were an original.

[Remainder of Page Left Blank – Signatures Follow]

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This Agreement has been executed by PFMS, the Granting Members, the Option Holders and PFMG as of the Effective Date.

PFMS:
PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company
By:	/s/ Barry Bedford
Name:	Barry Bedford
Title:	Chief Executive Officer
PFMG:
PREMIER FUNERAL MANAGEMENT GROUP, LLC, a Delaware limited liability company
By:	/s/ Barry Bedford
Name:	Barry Bedford
Title:	Chief Executive Officer
GRANTING MEMBERS:
/s/ TROY CENTAZZO
TROY CENTAZZO
/s/ BARRY BEDFORD
BARRY BEDFORD

[Signature Page to A&R Option Agreement for Membership Interests of PFMG]

OPTION HOLDERS:
GROWTHINK, INC.
By:	/s/ James Turo
Name:	James Turo
Title:	CEO
/s/ PAUL COASH
PAUL COASH

[Signature Page to A&R Option Agreement for Membership Interests of PFMG]

EXHIBIT A

LIST OF OPTION HOLDERS

Option Holders and Warrant Holders:

GROWTHINK, INC.

PAUL COASH

EX1A-6 MAT CTRCT

Exhibit 6.2

Execution Version

AMENDED AND RESTATED OPTION AGREEMENT - PFMG II

This Amended and Restated Option Agreement (this “Agreement”) is effective as of September 24, 2015 (the “Effective Date”) and entered into between PREMIER FUNERAL MANAGEMENT GROUP II, LLC, a Delaware limited liability company (“PFMG II”), Troy Centazzo and Barry Bedford (collectively, the “Members”), all option and warrant holders of PFMG II listed on Exhibit A attached hereto (“Option Holders”) and PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company (“PFMS”). This Agreement amends and restates in its entirety that certain Option Agreement between the parties hereto, dated as of November 13, 2013.

RECITALS

A. The Members entered into that certain Limited Liability Company Agreement dated November 13, 2013, as amended and restated by that certain Amended and Restated Limited Liability Company Agreement dated as of the date hereof (as further amended from time to time, the “Operating Agreement”).

B. Each of the Option Holders is the owner of options or warrants to purchase equity interests in PFMG II.

C. In consideration of (i) the agreement of LB Merchant PFMG, LLC, a Florida limited liability company (“LB-1”), to exchange the Senior Subordinated Convertible Note in the original principal amount of $2,500,000, dated November 13, 2013, issued by PFMS to LB-1 (the “Note”) and all accrued and unpaid interest under the Note for Series A Convertible Preferred Membership Units of PFMS (“Series A Preferred Units”) pursuant to that certain Exchange Agreement dated as of the date hereof between LB-1 and PFMS (the “Exchange Agreement”); and (ii) the agreement of LB Merchant PFMG-2, LLC, a Florida limited liability company (“LB-2” and, collectively with LB-1, the “Investors”), to purchase Series A Preferred Units pursuant to that certain Securities Purchase Agreement between LB-2 and PFMS dated as of the date hereof (the “SPA”), PFMG II, the Members, and the Option Holders desire to grant an option to PFMS for the purchase of one hundred percent (100%) of the membership interests of PFMG II now or hereafter issued and outstanding (the “Membership Interests”).

AGREEMENT

PFMG II, the Members, the Option Holders and PFMS agree as follows:

1. Recitals and Definitions. The recitals above are true and correct and incorporated in this Agreement by reference. Any capitalized term used and not defined in this Agreement shall have the definition for such term listed in the Operating Agreement.

2. Grant of Option. The Members hereby grant to PFMS an exclusive right and option to purchase all of their Membership Interests (the “Option”) subject to the terms and conditions of this Agreement and the Option Holders consent to the grant of the Option. Each Option Holder acknowledges and agrees that if an Option Holder exercises the Option Holder’s warrants or options to purchase equity interests in PFMG II before PFMS exercises the Option, then (a) PFMS’s Option shall automatically include the right and option to purchase the equity interests in PFMG II issued to the Option Holder without any further agreement between the parties to this Agreement or amendment of this Agreement, and (b) all of the terms and conditions of this Agreement applicable to the Members shall apply to the Option Holder who was issued equity interests in PFMG II. Notwithstanding any other provision of this Agreement or applicable law to the contrary, as long as the Investors own any Series A Preferred Units or Common Units of PFMS, this Agreement may only be terminated with the prior written consent of the Investors.

3. Cancellation of Existing Options and Warrants. Option Holders hereby agree that upon exercise of the Option pursuant to the terms of this Agreement, that all outstanding warrants and options to purchase equity interests in PFMG II shall be cancelled with no consideration.

4. Exercise of the Option. PFMS may exercise the Option upon or at any time after (a) the earlier of (i) all of the outstanding principal and accrued and unpaid interest due under PFMG II’s Small Business Administration loans (the “SBA Loans”) have been paid, or (ii) consent of the lender(s) for the SBA Loans to the transfer of the Membership Interests to PFMS, and (b) any approvals required to be obtained from any federal or state regulatory body or other governmental authority have been obtained, by providing written notice of such election to PFMG II and the Members (the “Election Notice”). Nothing in this Agreement shall be construed to require PFMS to exercise the Option, and PFMG II, the Members, and the Option Holders acknowledge and agree that the Option may be exercised by PFMS in PFMS’s sole and absolute discretion. If PFMS exercises the Option, the closing on the purchase of the Membership Interests shall occur on or before five (5) business days after the Election Notice is received by PFMG II or such other date that PFMS and PFMG II may designate (the “Closing Date”). On the Closing Date, PFMS, PFMG II, and the Members shall execute an Assignment, Assumption, and Admission Agreement that, among other things, transfers the Membership Interests to PFMS and admits PFMS as the only member of PFMG II.

5. Exercise Payment. If PFMS exercises the Option, PFMS shall pay an amount in cash on or before the Closing Date to each Member equal to the amount distributable to each Member under Section 5.5 of the Operating Agreement for the calendar year in which PFMS exercises the Option (for each Member, the “Unpaid Tax Liability Amount”). PFMS shall not be required to pay any amount to PFMG II, the Members, or the Option Holders in connection with PFMS’s exercise of the Option other than the Unpaid Tax Liability Amounts that may be due to the Members.

6. Assignment of Rights to Dividends and Distributions. Each Member hereby assigns to PFMS all of such Member’s right, title, and interest in and to any dividends or distributions from PFMG II (other than distributions to pay income taxes on income of PFMG II allocated to the Member) (the “Assigned Dividends and Distributions”); provided, however, that this assignment shall not be construed to permit the Assigned Dividends and Distributions that are expressly prohibited by the Operating Agreement without the Investors’ prior written approval. If any such Assigned Dividends and Distributions are made by PFMG II to the Members either with or without the prior written approval of the Investors, the Members shall hold the full amount of such Assigned Dividends and Distributions in trust for the sole benefit of PFMS and shall promptly transfer the full amount of the Assigned Dividends and Distributions to PFMS upon PFMS’s or the Investors’ request.

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7. Representations and Warranties; Covenants. Each party hereby represents and warrants to the other that it has the full and complete authority to enter into this Agreement. PFMS, PFMG II, the Members, and the Option Holders agree to execute such other commercially reasonable documentation necessary to effectuate this Agreement and transfer the Membership Interests if the Option is exercised. PFMG II and the Members represent that no Person (other than PFMS and the Option Holders listed on Exhibit A) has a right or option to purchase the Membership Interests or any part thereof and covenant not to grant any such right or option. The Membership Interests are lawfully and beneficially owned of record by the Members and are, and shall be on the Closing Date, validly issued, fully paid and non-assessable, and free and clear of all liens, claims, charges, restrictions, equities, and encumbrances and any other third party rights, with all transfer and other taxes paid. The Members and the Option Holders covenant and agree not to transfer, sell, or convey the Membership Interests or any other equity interest in PFMG II to any Person without the prior written approval of the Investors; provided, however, that a transfer of Membership Interests pursuant to Section 6.5 of the Operating Agreement shall be permitted as long as: (a) the Member transferring the Membership Interest provides prior written notice of the transfer to Investors, and (b) the transferee executes a joinder to this Agreement agreeing to be bound by the terms and conditions of this Agreement, assuming the transferring Member’s duties and obligations under this Agreement with respect to the transferred Membership Interest, and confirming that PFMS’s Option includes the right and option to purchase all of the transferred Membership Interests.

8. Legends. Any certificate existing or hereafter issued evidencing the Membership Interests shall bear the following legend (in addition to any other legend required by the Operating Agreement): “This certificate evidences a membership interest in Premier Funeral Management Group II, LLC, and is subject to that certain Amended and Restated Option Agreement dated September 24, 2015, executed in favor of PF Management Services, LLC.”

9. Assignment. PFMS shall not assign this Agreement or any of PFMS’s rights under this Agreement, including, but not limited to, the Option, to any Person or to name nominees to take title to the Membership Interests without the prior written consent of the Investors.

10. Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective heirs, personal representatives, successors, and permitted assigns.

11. Time of the Essence. All times and dates for performance set forth in this Agreement are agreed to be of the essence.

12. Consent to Transfer. The Members, the Option Holders and PFMG II hereby affirmatively approve (i) any transfer, sale, or assignment of the Membership Interests, including the Membership Interests of the Granting Members and any equity interests in PFMG II that may be issued to an Option Holder, made in connection with this Agreement and agree that any such transfer, sale, or assignment shall be deemed to be in compliance with the terms and conditions of the Operating Agreement and (ii) the cancellation of all outstanding options and warrants held by the Option Holders upon exercise of the Option.

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13. Governing Law. This Agreement shall be construed in accordance with the laws of the state specified in Section 10.6 of the Operating Agreement.

14. Construction. If there is a conflict between this Agreement and the Operating Agreement, then the terms and conditions of this Agreement shall prevail.

15. Amendments. This Agreement may not be modified except in a writing signed by all parties hereto.

16. Third Party Beneficiaries. This Agreement is intended to benefit the Investors and the Investors are consequently third party beneficiaries of the rights and benefits granted to PFMS pursuant to this Agreement.

17. Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by fax or e-mail, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such faxed or e-mailed signature page were an original.

[Remainder of Page Left Blank – Signatures Follow]

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This Agreement has executed by PFMS, the Members, the Option Holders, and PFMG II as of the Effective Date.

PFNS:
PF MANAGEMENT SERVICES, LLC, a
Delaware limited liability company
By.	/s/ Barry Bedford
Name:	Barry Bedford
Title:	Chie Executive Officer
PFMG II:
PREMIER FUNERAL MANAGEMENT
GROUP II, LLC, a Delaware limited liability company
By:	/s/ Barry Bedford
Name:	Barry Bedford
Title:	Chie Executive Officer
MEMBERS:
/s/ TROY CENTAZZO
TROY CENTAZZO
/s/ BARRY BEDFORD
BARRY BEDFORD

[Signature Page to A&R Option Agreement for Membership Interests of PFMG II]

OPTION HOLDERS:
GROWTHINK, INC.
By:	/s/ James Turo
Name:	James Turo
Title:	CEO
/s/ PAUL COASH
PAUL COASH

[Signature Page to A&R Option Agreement for Membership Interests of PFMG II]

EXHIBIT A

LIST OF OPTION HOLDERS

Option Holders and Warrant Holders:

GROWTHINK, INC.

PAUL COASH

EX1A-6 MAT CTRCT

Exhibit 6.3

Execution Version

AMENDED AND RESTATED OPTION AGREEMENT - PFMG IV

This Amended and Restated Option Agreement (this “Agreement”) is effective as of September 24, 2015 (the “Effective Date”) and entered into between PREMIER FUNERAL MANAGEMENT GROUP IV, LLC, a Delaware limited liability company (“PFMG IV”), Jay Markwell (the “Member”), all option and warrant holders of PFMG IV listed on Exhibit A attached hereto (“Option Holders”) and PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company (“PFMS”). This Agreement amends and restates in its entirety that certain Option Agreement between the parties hereto, dated as of October 20, 2014.

RECITALS

A. The Member entered into that certain Limited Liability Company Agreement dated October 17, 2014, as amended and restated by that certain Amended and Restated Limited Liability Company Agreement dated as of the date hereof (as further amended from time to time, the “Operating Agreement”).

B. Each of the Option Holders is the owner of options or warrants to purchase equity interests in PFMG IV.

C. In consideration of (i) the agreement of LB Merchant PFMG, LLC, a Florida limited liability company (“LB-1”), to exchange the Senior Subordinated Convertible Note in the original principal amount of $2,500,000, dated November 13, 2013, issued by PFMS to LB-1 (the “Note”) and all accrued and unpaid interest under the Note for Series A Convertible Preferred Membership Units of PFMS (“Series A Preferred Units”) pursuant to that certain Exchange Agreement dated as of the date hereof between LB-1 and PFMS (the “Exchange Agreement”); and (ii) the agreement of LB Merchant PFMG-2, LLC, a Florida limited liability company (“LB-2” and, collectively with LB-1, the “Investors”), to purchase Series A Preferred Units pursuant to that certain Securities Purchase Agreement between LB-2 and PFMS dated as of the date hereof (the “SPA”), PFMG IV, the Member, and the Option Holders desire to grant an option to PFMS for the purchase of one hundred percent (100%) of the membership interests of PFMG IV now or hereafter issued and outstanding (the “Membership Interests”).

AGREEMENT

PFMG IV, the Member, the Option Holders and PFMS agree as follows:

1. Recitals and Definitions. The recitals above are true and correct and incorporated in this Agreement by reference. Any capitalized term used and not defined in this Agreement shall have the definition for such term listed in the Operating Agreement.

2. Grant of Option. The Member hereby grants to PFMS an exclusive right and option to purchase all of the Member’s Membership Interests (the “Option”) subject to the terms and conditions of this Agreement and the Option Holders consent to the grant of the Option. Each Option Holder acknowledges and agrees that if an Option Holder exercises the Option Holder’s warrants or options to purchase equity interests in PFMG IV before PFMS exercises the Option, then (a) PFMS’s Option shall automatically include the right and option to purchase the equity interests in PFMG IV issued to the Option Holder without any further agreement between the parties to this Agreement or amendment of this Agreement, and (b) all of the terms and conditions of this Agreement applicable to the Member shall apply to the Option Holder who was issued equity interests in PFMG IV. Notwithstanding any other provision of this Agreement or applicable law to the contrary, as long as the Investors own any Series A Preferred Units or Common Units of PFMS, this Agreement may only be terminated with the prior written consent of the Investors.

3. Cancellation of Existing Options and Warrants. The Option Holders hereby agree that upon exercise of the Option pursuant to the terms of this Agreement, that all outstanding warrants and options to purchase equity interests in PFMG IV shall be cancelled with no consideration.

4. Exercise of the Option. PFMS may exercise the Option upon or at any time after( a) the earlier of (i) all of the outstanding principal and accrued and unpaid interest due under PFMG IV’s Small Business Administration loans (the “SBA Loans”) have been paid, or (ii) consent of the lender(s) for the SBA Loans to the transfer of the Membership Interests to PFMS, and (b) any approvals required to be obtained from any federal or state regulatory body or other governmental authority have been obtained, by providing written notice of such election to PFMG IV and the Member (the “Election Notice”). Nothing in this Agreement shall be construed to require PFMS to exercise the Option, and PFMG IV, the Member, and the Option Holders acknowledge and agree that the Option may be exercised by PFMS in PFMS’s sole and absolute discretion. If PFMS exercises the Option, the closing on the purchase of the Membership Interests shall occur on or before five (5) business days after the Election Notice is received by PFMG IV or such other date that PFMS and PFMG IV may designate (the “Closing Date”). On the Closing Date, PFMS, PFMG IV, and the Member shall execute an Assignment, Assumption, and Admission Agreement that, among other things, transfers the Membership Interests to PFMS and admits PFMS as the only member of PFMG IV.

5. Exercise Payment. If PFMS exercises the Option, PFMS shall pay an amount in cash on or before the Closing Date to each Member equal to the amount distributable to each Member under Section 5.5 of the Operating Agreement for the calendar year in which PFMS exercises the Option (for each Member, the “Unpaid Tax Liability Amount”). PFMS shall not be required to pay any amount to PFMG IV, the Member, or the Option Holders in connection with PFMS’s exercise of the Option other than the Unpaid Tax Liability Amounts that may be due to the Member.

6. Assignment of Rights to Dividends and Distributions. The Member hereby assigns to PFMS all of such Member’s right, title, and interest in and to any dividends or distributions from PFMG IV (other than distributions to pay income taxes on income of PFMG IV allocated to the Member) (the “Assigned Dividends and Distributions”); provided, however, that this assignment shall not be construed to permit the Assigned Dividends and Distributions that are expressly prohibited by the Operating Agreement without the Investors’ prior written approval. If any such Assigned Dividends and Distributions are made by PFMG IV to the Member either with or without the prior written approval of the Investors, the Member shall hold the full amount of such Assigned Dividends and Distributions in trust for the sole benefit of PFMS and shall promptly transfer the full amount of the Assigned Dividends and Distributions to PFMS upon PFMS’s or the Investors’ request.

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7. Representations and Warranties; Covenants. Each party hereby represents and warrants to the other that it has the full and complete authority to enter into this Agreement. PFMS, PFMG IV, the Member, and the Option Holders agree to execute such other commercially reasonable documentation necessary to effectuate this Agreement and transfer the Membership Interests if the Option is exercised. PFMG IV and the Member represent that no Person (other than PFMS and the Option Holders listed on Exhibit A) has a right or option to purchase the Membership Interests or any part thereof and covenant not to grant any such right or option. The Membership Interests are lawfully and beneficially owned of record by the Member and are, and shall be on the Closing Date, validly issued, fully paid and non-assessable, and free and clear of all liens, claims, charges, restrictions, equities, and encumbrances and any other third party rights, with all transfer and other taxes paid. The Member and the Option Holders covenant and agree not to transfer, sell, or convey the Membership Interests or any other equity interest in PFMG IV to any Person without the prior written approval of the Investors; provided, however, that a transfer of Membership Interests pursuant to Section 6.5 of the Operating Agreement shall be permitted as long as: (a) the Member transferring the Membership Interest provides prior written notice of the transfer to Investors, and (b) the transferee executes a joinder to this Agreement agreeing to be bound by the terms and conditions of this Agreement, assuming the transferring Member’s duties and obligations under this Agreement with respect to the transferred Membership Interest, and confirming that PFMS’s Option includes the right and option to purchase all of the transferred Membership Interests.

8. Legends. Any certificate existing or hereafter issued evidencing the Membership Interests shall bear the following legend (in addition to any other legend required by the Operating Agreement): “This certificate evidences a membership interest in Premier Funeral Management Group IV, LLC, and is subject to that certain Amended and Restated Option Agreement dated September 24, 2015, executed in favor of PF Management Services, LLC.”

9. Assignment. PFMS shall not assign this Agreement or any of PFMS’s rights under this Agreement, including, but not limited to, the Option, to any Person or to name nominees to take title to the Membership Interests without the prior written consent of the Investors.

10. Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective heirs, personal representatives, successors, and permitted assigns.

11. Time of the Essence. All times and dates for performance set forth in this Agreement are agreed to be of the essence.

12. Consent to Transfer. The Member, the Option Holders and PFMG IV hereby affirmatively approve (i) any transfer, sale, or assignment of the Membership Interests, including the Membership Interests of the Member and any equity interests in PFMG IV that may be issued to an Option Holder, made in connection with this Agreement and agree that any such transfer, sale, or assignment shall be deemed to be in compliance with the terms and conditions of the Operating Agreement and (ii) the cancellation of all outstanding options and warrants held by the Option Holders upon exercise of the Option.

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13. Governing Law. This Agreement shall be construed in accordance with the laws of the state specified in Section 10.6 of the Operating Agreement.

14. Construction. If there is a conflict between this Agreement and the Operating Agreement, then the terms and conditions of this Agreement shall prevail.

15. Amendments. This Agreement may not be modified except in a writing signed by all parties hereto.

16. Third Party Beneficiaries. This Agreement is intended to benefit the Investors and the Investors are consequently third party beneficiaries of the rights and benefits granted to PFMS pursuant to this Agreement.

17. Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by fax or e-mail, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such faxed or e-mailed signature page were an original.

[Remainder of Page Left Blank – Signatures Follow]

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This Agreement has been executed by PFMS, the Members, the Option Holders and PFMG IV as of the Effective Date.

PFMS:
PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company
By:	/s/ Barry Bedford
Name:	Barry Bedford
Title:	Chief Executive Officer
PFMG IV:
PREMIER FUNERAL MANAGEMENT GROUP IV, LLC, a Delaware limited liability company
By:	/s/ Jay Markwell
Name:	Jay Markwell
Title:	Chief Executive Officer and President
MEMBERS:
/s/ Jay Markwell
JAY MARKEWELL

[Signature Page to A&R Option Agreement for Membership Interests of PFMG IV]

OPTION HOLDERS:
GROWTHINK, INC.
By:	/s/ James Turo
Name:	James Turo
Title:	CEO
/s/ Paul Coash
PAUL COASH

[Signature Page to A&R Option Agreement for Membership Interests of PFMG]

EXHIBIT A

LIST OF OPTION HOLDERS

Option Holders and Warrant Holders:

GROWTHINK, INC.

PAUL COASH

EX1A-6 MAT CTRCT

Exhibit 6.4

Execution Version

OPTION AGREEMENT - PFMS III

This Option Agreement (this “Agreement”) is effective as of September 24, 2015 (the “Effective Date ”) and entered into between PREMIER FUNERAL MANAGEMENT SERVICES III, LLC, a Delaware limited liability company (“PFMS III”), Troy Centazzo and Barry Bedford (collectively, the “Granting Members”), all option and warrant holders of PFMS III listed on Exhibit A attached hereto (“Option Holders”), PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company (“PFMS”) and, solely for the purposes of Section 12, BRIAN METCALF (“Metcalf”).

RECITALS

A. The Granting Members and Metcalf entered into that certain Limited Liability Company Agreement dated March 15, 2015 (as further amended from time to time, the “Operating Agreement”).

B. Each of the Option Holders is the owner of options or warrants to purchase equity interests in PFMS III.

C. Metcalf owns one-half of one percent (0.5%) of the outstanding membership interests in PFMS III, is not granting PFMS an option to purchase his half-percent (0.5%) interest, and previously acknowledged and consented to (i) the execution of this Agreement by PFMS III, the Granting Members and the Option Holders, and (ii) the admittance of PFMS or its permitted successors and assigns as a Member of PFMS III upon exercise of the Option (as defined below).

D. In consideration of (i) the agreement of LB Merchant PFMG, LLC, a Florida limited liability company (“LB-1”), to exchange the Senior Subordinated Convertible Note in the original principal amount of $2,500,000, dated November 13, 2013, issued by PFMS to LB-1 (the “Note”) and all accrued and unpaid interest under the Note for Series A Convertible Preferred Membership Units of PFMS (“Series A Preferred Units”) pursuant to that certain Exchange Agreement dated as of the date hereof between LB-1 and PFMS (the “Exchange Agreement”); and (ii) the agreement of LB Merchant PFMG-2, LLC, a Florida limited liability company (“LB-2” and, collectively with LB-1, the “Investors”), to purchase Series A Preferred Units pursuant to that certain Securities Purchase Agreement between LB-2 and PFMS dated as of the date hereof (the “SPA”), PFMS III, the Granting Members, and the Option Holders desire to grant an option to PFMS for the purchase of ninety nine and one-half percent (99.5%) of the membership interests of PFMS III now or hereafter issued and outstanding (the “Membership Interests”).

AGREEMENT

PFMS III, the Granting Members, the Option Holders, PFMS and, solely for the purposes of Section 12, Metcalf, agree as follows:

1. Recitals and Definitions. The recitals above are true and correct and incorporated in this Agreement by reference. Any capitalized term used and not defined in this Agreement shall have the definition for such term listed in the Operating Agreement.

2. Grant of Option. The Granting Members hereby grant to PFMS an exclusive right and option to purchase all of their Membership Interests (the “Option”) subject to the terms and conditions of this Agreement and the Option Holders consent to the grant of the Option. Each Option Holder acknowledges and agrees that if an Option Holder exercises the Option Holder’s warrants or options to purchase equity interests in PFMS III before PFMS exercises the Option, then (a) PFMS’s Option shall automatically include the right and option to purchase the equity interests in PFMS III issued to the Option Holder without any further agreement between the parties to this Agreement or amendment of this Agreement, and (b) all of the terms and conditions of this Agreement applicable to the Granting Members shall apply to the Option Holder who was issued equity interests in PFMS III. Notwithstanding any other provision of this Agreement or applicable law to the contrary, as long as the Investors own any Series A Preferred Units or Common Units of PFMS, this Agreement may only be terminated with the prior written consent of the Investors.

3. Cancellation of Existing Options and Warrants. The Option Holders hereby agree that upon exercise of the Option pursuant to the terms of this Agreement, that all outstanding warrants and options to purchase equity interests in PFMS III shall be cancelled with no consideration.

4. Exercise of the Option. PFMS may exercise the Option upon or at any time after (a) the earlier of (i) all of the outstanding principal and accrued and unpaid interest due under PFMS III’s Small Business Administration loans (the “SBA Loans”) have been paid, or (ii) consent of the lender(s) for the SBA Loans to the transfer of the Membership Interests to PFMS, and (b) any approvals required to be obtained from any federal or state regulatory body or other governmental authority have been obtained, by providing written notice of such election to PFMS III and the Granting Members (the “Election Notice”). Nothing in this Agreement shall be construed to require PFMS to exercise the Option, and PFMS III, the Granting Members, and the Option Holders acknowledge and agree that the Option may be exercised by PFMS in PFMS’s sole and absolute discretion. If PFMS exercises the Option, the closing on the purchase of the Membership Interests shall occur on or before five (5) business days after the Election Notice is received by PFMS III or such other date that PFMS and PFMS III may designate (the “Closing Date”). On the Closing Date, PFMS, PFMS III, and the Granting Members shall execute an Assignment, Assumption, and Admission Agreement that, among other things, transfers the Membership Interests to PFMS and admits PFMS as the only member of PFMS III other than Metcalf.

5. Exercise Payment. If PFMS exercises the Option, PFMS shall pay an amount in cash on or before the Closing Date to each Member equal to the amount distributable to each Member under Section 5.5 of the Operating Agreement for the calendar year in which PFMS exercises the Option (for each Member, the “Unpaid Tax Liability Amount”). PFMS shall not be required to pay any amount to PFMS III, the Granting Members, or the Option Holders in connection with PFMS’s exercise of the Option other than the Unpaid Tax Liability Amounts that may be due to the Granting Members.

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6. Assignment of Rights to Dividends and Distributions. Each Granting Member hereby assigns to PFMS all of such Member’s right, title, and interest in and to any dividends or distributions from PFMS III (other than distributions to pay income taxes on income of PFMS III allocated to the Member) (the “Assigned Dividends and Distributions”); provided, however, that this assignment shall not be construed to permit the Assigned Dividends and Distributions that are expressly prohibited by the Operating Agreement without the Investors’ prior written approval. If any such Assigned Dividends and Distributions are made by PFMS III to the Granting Members either with or without the prior written approval of the Investors, the Granting Members shall hold the full amount of such Assigned Dividends and Distributions in trust for the sole benefit of PFMS and shall promptly transfer the full amount of the Assigned Dividends and Distributions to PFMS upon PFMS’s or the Investors’ request.

7. Representations and Warranties; Covenants. Each party hereby represents and warrants to the other that it has the full and complete authority to enter into this Agreement. PFMS, PFMS III, the Granting Members, and the Option Holders agree to execute such other commercially reasonable documentation necessary to effectuate this Agreement and transfer the Membership Interests if the Option is exercised. PFMS III and the Granting Members represent that no Person (other than PFMS and the Option Holders listed on Exhibit A) has a right or option to purchase the Membership Interests or any part thereof and covenant not to grant any such right or option. The Membership Interests are lawfully and beneficially owned of record by the Granting Members and are, and shall be on the Closing Date, validly issued, fully paid and non-assessable, and free and clear of all liens, claims, charges, restrictions, equities, and encumbrances and any other third party rights, with all transfer and other taxes paid. The Granting Members and the Option Holders covenant and agree not to transfer, sell, or convey the Membership Interests or any other equity interest in PFMS III to any Person without the prior written approval of the Investors; provided, however, that a transfer of Membership Interests pursuant to Section 6.5 of the Operating Agreement shall be permitted as long as: (a) the Granting Member transferring the Membership Interest provides prior written notice of the transfer to Investors, and (b) the transferee executes a joinder to this Agreement agreeing to be bound by the terms and conditions of this Agreement, assuming the transferring Granting Member’s duties and obligations under this Agreement with respect to the transferred Membership Interest, and confirming that PFMS’s Option includes the right and option to purchase all of the transferred Membership Interests.

8. Legends. Any certificate existing or hereafter issued evidencing the Membership Interests shall bear the following legend (in addition to any other legend required by the Operating Agreement): “THIS CERTIFICATE EVIDENCES A MEMBERSHIP INTEREST IN PREMIER FUNERAL MANAGEMENT SERVICES III, LLC, AND IS SUBJECT TO THAT CERTAIN AMENDED AND RESTATED OPTION AGREEMENT DATED SEPTEMBER 24, 2015, EXECUTED IN FAVOR OF PF MANAGEMENT SERVICES, LLC.”

9. Assignment. PFMS shall not assign this Agreement or any of PFMS’s rights under this Agreement, including, but not limited to, the Option, to any Person or to name nominees to take title to the Membership Interests without the prior written consent of the Investors.

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10. Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective heirs, personal representatives, successors, and permitted assigns.

11. Time of the Essence. All times and dates for performance set forth in this Agreement are agreed to be of the essence.

12. Consent to Transfer. The Members (including Metcalf), the Option Holders and PFMS III hereby affirmatively approve (i) any transfer, sale, or assignment of the Membership Interests, including the Membership Interests of the Granting Members and any equity interests in PFMS III that may be issued to an Option Holder, made in connection with this Agreement (a “Transfer”) and agree that (x) any such Transfer shall be deemed to be in compliance with the terms and conditions of the Operating Agreement and (y) upon such Transfer and pursuant to the Operating Agreement, PFMS or its permitted successors and assigns shall be admitted as a Member with respect to such Membership Interests, and (ii) the cancellation of all outstanding options and warrants held by the Option Holders upon exercise of the Option.

13. Governing Law. This Agreement shall be construed in accordance with the laws of the state specified in Section 10.6 of the Operating Agreement.

14. Construction. If there is a conflict between this Agreement and the Operating Agreement, then the terms and conditions of this Agreement shall prevail.

15. Amendments. This Agreement may not be modified except in a writing signed by all parties hereto.

16. Third Party Beneficiaries. This Agreement is intended to benefit the Investors and the Investors are consequently third party beneficiaries of the rights and benefits granted to PFMS pursuant to this Agreement.

17. Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by fax or e-mail, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such faxed or e-mailed signature page were an original.

[Remainder of Page Left Blank – Signatures Follow]

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This Agreement has been executed by PFMS, the Granting Members, the Option Holders and PFMS III and, solely for the purposes of Section 12, Metcalf, as of the Effective Date.

PFMS:
PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company
By:	/s/ Barry Bedford
Name:	Barry Bedford
Title:	Chief Executive Officer
PFMS III:
PREMIER FUNERAL MANAGEMENT SERVICES III, LLC, a Delaware limited liability company
By:	/s/ Barry Bedford
Name:	Barry Bedford
Title:	Chief Executive Officer
GRANTING MEMBERS:
/s/ Troy Centazzo
TROY CENTAZZO
/s/ Barry Bedford
BARRY BEDFORD
METCALF (solely for purposes of Section 12):
/s/ Brain Metcalf
BRIAN METCALF

[Signature Page to Option Agreement – PFMS III]

OPTION HOLDERS:
GROWTHINK, INC.
By:	/s/ James Turo
Name:	James Turo
Title:	CEO
/s/ Paul Coash
PAUL COASH

[Signature Page to A&R Option Agreement for Membership Interests of PFMS III]

EXHIBIT A

LIST OF OPTION HOLDERS

Option Holders and Warrant Holders:

GROWTHINK, INC.

PAUL COASH

EX1A-6 MAT CTRCT

Exhibit 6.5

Execution Version

OPTION AGREEMENT – PFMG VI

This Option Agreement (this “Agreement”) is effective as of September 23, 2016 (the “Effective Date”) and entered into between PREMIER FUNERAL MANAGEMENT GROUP, VI, LLC, a Delaware limited liability company (“PFMG VI”), Barry Bedford, Troy Centazzo and John Masciarelli (collectively, the “Granting Members”), and PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company (“PFMS”).

RECITALS

A. The Granting Members entered into that certain Limited Liability Company Operating Agreement dated March 1, 2016, as further amended from time to time, the “Operating Agreement”).

B. PFMS has a class of preferred unit holders (“Investors”), each of whom purchased its respective preferred units (“Series A Preferred Units”) pursuant to either that certain Securities Purchase Agreement (“SPA”) or that certain Exchange Agreement (the “Exchange Agreement”).

C. PFMS is operated pursuant to that certain Second Amended and Restated Limited Liability Company Agreement (“PFMS Operating Agreement”), dated September 25, 2015, which includes the rights, privileges, preferences and obligations of the members of PFMS.

D. PFMG VI and the Granting Members desire to grant an option to PFMS for the purchase of one hundred (100%) of the membership interests of PFMG VI now or hereafter issued and outstanding (the “Membership Interests”).

AGREEMENT

PFMG VI, the Granting Members, and PFMS agree as follows:

1.  Recitals and Definitions. The recitals above are true and correct and incorporated in this Agreement by reference. Any capitalized term used and not defined in this Agreement shall have the definition for such term listed in the Operating Agreement.

2.  Grant of Option; Consent to Pledge. The Grating Members hereby grant to PFMS an exclusive right and option to purchase all of their Membership Interests (the “Option”) subject to the terms and conditions of this Agreement.

3.  Exercise of the Option. PFMS may exercise the Option upon or at any time after (a) the earlier of (i) all of the outstanding principal and accrued and unpaid interest and obligations due under PFMG VI’s debt and lease financing facilities (“Financing”), provided by PFMG Holdings, L.L.C., a Georgia limited liability company (“Lender”), have been paid, or (ii) consent of the Lender for the Financing to the transfer of the Membership Interests to PFMS, and (b) any approvals required to be obtained from any federal or state regulatory body or other governmental authority have been obtained, by providing written notice of such election to PFMG VI and the Members (the “Election Notice”). Nothing in this Agreement shall be construed to require PFMS to exercise the Option and PFMG VI and the Granting Members acknowledge and agree that the Option may be exercised by PFMS in PFMS’s sole and absolute discretion. If PFMS exercises the Option, the closing on the purchase of the Membership Interests shall occur on or before five (5) Business Days after the Election Notice is received by PFMG VI or such other date that PFMS and PFMG VI may designate (the “Closing Date”). On the Closing Date, PFMS, PFMG VI, and the Granting Members shall execute an Assignment, Assumption, and Admission Agreement that, among other things, transfers the Membership Interests to PFMS and admits PFMS as the sole member of PFMG VI.

4.  Exercise Payment. If PFMS exercises the Option, PFMS shall pay an amount in cash on or before the Closing Date to each Granting Member equal to the amount distributable to each Member under Section 5.5 of the PFMS Operating Agreement for the calendar year in which PFMS exercises the Option (for each Member, the “Unpaid Tax Liability Amount”). PFMS shall not be required to pay any amount to PFMG VI or the Granting Members in connection with PFMS’s exercise of the Option other than the Unpaid Tax Liability Amounts that may be due to the Members.

5.  Assignment of Rights to Dividends and Distributions. Each Granting Member hereby assigns all of his right, title, and interest in and to any dividends or distributions to PFMS (other than distributions to pay income taxes on income of PFMG VI allocated to the Granting Member) (the “Assigned Dividends and Distributions”); provided, however, that this assignment shall not be construed to permit the Assigned Dividends and Distributions that are expressly prohibited by the PFMS Operating Agreement without Investor’s prior written approval. If any such Assigned Dividends and Distributions are made by PFMG VI to the Granting Members either with or without the prior written approval of holders of Series A Preferred Units, the Members shall hold the full amount of such Assigned Dividends and Distributions in trust for the sole benefit of PFMS and shall promptly transfer the full amount of the Assigned Dividends and Distributions to PFMS upon PFMS’s request.

6.  Representations and Warranties; Covenants. Each party hereby represents and warrants to the other that it has the full and complete authority to enter into this Agreement. PFMS, PFMG VI, and the Granting Members agree to execute such other commercially reasonable documentation necessary to effectuate this Agreement and transfer the Membership Interests if the Option is exercised. PFMG VI and the Granting Members represent that no Person (other than PFMS) has a right or option to purchase the Membership Interests or any part thereof and covenant not to grant any such right or option. The Membership Interests are lawfully and beneficially owned of record by the Granting Members and are, and shall be on the Closing Date, validly issued, fully paid and non-assessable, and free and clear of all liens, claims, charges, restrictions, equities, and encumbrances and any other third party rights, with all transfer and other taxes paHid. The Granting Members covenant and agree not to transfer, sell, or convey the Membership Interests to any Person without the prior written approval of Investor.

7.  Legends. Any certificate existing or hereafter issued evidencing the Membership Interests shall bear the following legend:

“This certificate evidences a membership interest in Premier Funeral Management Group VI, LLC, and is subject to that certain Second Amended and Restated Option Agreement dated September 25, 2015, executed in favor of PF Management Services, LLC.”

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8.  Assignment. PFMS shall not assign this Agreement or any of PFMS’s rights under this Agreement, including, but not limited to, the Option, to any Person or to name nominees to take title to the Membership Interests without the prior written consent of Investor.

9.  Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective heirs, personal representatives, successors, and permitted assigns.

10.  Time of the Essence. All times and dates for performance set forth in this Agreement are agreed to be of the essence.

11.  Consent to Transfer. The Granting Members and PFMG VI hereby affirmatively approve (i) any transfer, sale, or assignment of the Membership Interests made in connection with this Agreement and agree that any such transfer, sale, or assignment shall be deemed to be in compliance with the terms and conditions of the Operating Agreement.

12.  Governing Law. This Agreement shall be construed in accordance with the laws of the state specified in Section 10.6 of the PFMS Operating Agreement.

13.  Construction. If there is a conflict between this Agreement and the PFMS Operating Agreement, then the terms and conditions of this Agreement shall prevail.

14.  Amendments. This Agreement may not be modified except in a writing signed by all parties hereto.

15.  Third Party Beneficiaries. This Agreement is intended to benefit Investor and Investor is consequently a third party beneficiary of the rights and benefits granted to PFMS pursuant to this Agreement.

16.  Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by fax or e-mail, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such faxed or e-mailed signature page were an original.

[Remainder of Page Left Blank – Signatures Follow]

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This Agreement has been executed by PFMS, the Granting Members, and PFMG VI as of the Effective Date.

PFMS:
PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company
By:
Name:	Barry Bedford
Title:	Chief Executive Officer
PFMG VI:
PREMIER FUNERAL MANAGEMENT GROUP VI, LLC, a Delaware limited liability company
By:
Name:	Troy K. Centazzo
Title:	Manager
MEMBERS:
/s/ Barry Bedford
BARRY BEDFORD
/s/ Troy Centazzo
TROY CENTAZZO
/s/ John Masciarelli
JOHN MASCIARELLI

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EX1A-6 MAT CTRCT

Exhibit 6.6

Execution Version

OPTION AGREEMENT – PFMG VII

This Option Agreement (this “Agreement”) is effective as of September 23, 2016 (the “Effective Date”) and entered into between PREMIER FUNERAL MANAGEMENT GROUP, VII, LLC, a Delaware limited liability company (“PFMG VII”), Barry Bedford and Troy Centazzo (collectively, the “Granting Members”), and PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company (“PFMS”).

RECITALS

A. The Granting Members entered into that certain Limited Liability Company Operating Agreement dated September 22, 2016, as further amended from time to time, the “Operating Agreement”).

B. PFMS has a class of preferred unit holders (“Investors”), each of whom purchased its respective preferred units (“Series A Preferred Units”) pursuant to either that certain Securities Purchase Agreement (“SPA”) or that certain Exchange Agreement (the “Exchange Agreement”).

C. PFMS is operated pursuant to that certain Second Amended and Restated Limited Liability Company Agreement (“PFMS Operating Agreement”), dated September 25, 2015, which includes the rights, privileges, preferences and obligations of the members of PFMS.

D. PFMG VII and the Granting Members desire to grant an option to PFMS for the purchase of one hundred (100%) of the membership interests of PFMG VII now or hereafter issued and outstanding (the “Membership Interests”).

AGREEMENT

PFMG VII, the Granting Members, and PFMS agree as follows:

1. Recitals and Definitions. The recitals above are true and correct and incorporated in this Agreement by reference. Any capitalized term used and not defined in this Agreement shall have the definition for such term listed in the Operating Agreement.

2. Grant of Option; Consent to Pledge. The Granting Members hereby grant to PFMS an exclusive right and option to purchase all of their Membership Interests (the “Option”) subject to the terms and conditions of this Agreement.

3. Exercise of the Option. PFMS may exercise the Option upon or at any time after (a) the earlier of (i) all of the outstanding principal and accrued and unpaid interest and obligations due under PFMG VII’s debt and lease financing facilities (“Financing”), provided by PFMG Holdings, L.L.C., a Georgia limited liability company (“Lender”), have been paid, or (ii) consent of the Lender for the Financing to the transfer of the Membership Interests to PFMS, and (b) any approvals required to be obtained from any federal or state regulatory body or other governmental authority have been obtained, by providing written notice of such election to PFMG VI and the Members (the “Election Notice”). Nothing in this Agreement shall be construed to require PFMS to exercise the Option and PFMG VII and the Granting Members acknowledge and agree that the Option may be exercised by PFMS in PFMS’s sole and absolute discretion. If PFMS exercises the Option, the closing on the purchase of the Membership Interests shall occur on or before five (5) Business Days after the Election Notice is received by PFMG VII or such other date that PFMS and PFMG VII may designate (the “Closing Date”). On the Closing Date, PFMS, PFMG VII, and the Granting Members shall execute an Assignment, Assumption, and Admission Agreement that, among other things, transfers the Membership Interests to PFMS and admits PFMS as the sole member of PFMG VII.

4. Exercise Payment. If PFMS exercises the Option, PFMS shall pay an amount in cash on or before the Closing Date to each Granting Member equal to the amount distributable to each Member under Section 5.5 of the Operating Agreement for the calendar year in which PFMS exercises the Option (for each Member, the “Unpaid Tax Liability Amount”). PFMS shall not be required to pay any amount to PFMG VII or the Granting Members in connection with PFMS’s exercise of the Option other than the Unpaid Tax Liability Amounts that may be due to the Members.

5. Assignment of Rights to Dividends and Distributions. Each Granting Member hereby assigns all of his right, title, and interest in and to any dividends or distributions to PFMS (other than distributions to pay income taxes on income of PFMG VII allocated to the Granting Member) (the “Assigned Dividends and Distributions”); provided, however, that this assignment shall not be construed to permit the Assigned Dividends and Distributions that are expressly prohibited by the PFMS Operating Agreement without Investor’s prior written approval. If any such Assigned Dividends and Distributions are made by PFMG VII to the Granting Members either with or without the prior written approval of holders of Series A Preferred Units, the Members shall hold the full amount of such Assigned Dividends and Distributions in trust for the sole benefit of PFMS and shall promptly transfer the full amount of the Assigned Dividends and Distributions to PFMS upon PFMS’s request.

6. Representations and Warranties; Covenants. Each party hereby represents and warrants to the other that it has the full and complete authority to enter into this Agreement. PFMS, PFMG VII, and the Granting Members agree to execute such other commercially reasonable documentation necessary to effectuate this Agreement and transfer the Membership Interests if the Option is exercised. PFMG VII and the Granting Members represent that no Person (other than PFMS) has a right or option to purchase the Membership Interests or any part thereof and covenant not to grant any such right or option. The Membership Interests are lawfully and beneficially owned of record by the Granting Members and are, and shall be on the Closing Date, validly issued, fully paid and non-assessable, and free and clear of all liens, claims, charges, restrictions, equities, and encumbrances and any other third party rights, with all transfer and other taxes paid. The Granting Members covenant and agree not to transfer, sell, or convey the Membership Interests to any Person without the prior written approval of Investor.

7. Legends. Any certificate existing or hereafter issued evidencing the Membership Interests shall bear the following legend:

“This certificate evidences a membership interest in Premier Funeral Management Group VII, LLC, and is subject to that certain Second Amended and Restated Option Agreement dated September 25, 2015, executed in favor of PF Management Services, LLC.”

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8. Assignment. PFMS shall not assign this Agreement or any of PFMS’s rights under this Agreement, including, but not limited to, the Option, to any Person or to name nominees to take title to the Membership Interests without the prior written consent of Investor.

9. Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective heirs, personal representatives, successors, and permitted assigns.

10. Time of the Essence. All times and dates for performance set forth in this Agreement are agreed to be of the essence.

11. Consent to Transfer. The Granting Members and PFMG VII hereby affirmatively approve (i) any transfer, sale, or assignment of the Membership Interests made in connection with this Agreement and agree that any such transfer, sale, or assignment shall be deemed to be in compliance with the terms and conditions of the Operating Agreement.

12. Governing Law. This Agreement shall be construed in accordance with the laws of the state specified in Section 10.6 of the Operating Agreement.

13. Construction. If there is a conflict between this Agreement and the PFMS Operating Agreement, then the terms and conditions of this Agreement shall prevail.

14. Amendments. This Agreement may not be modified except in a writing signed by all parties hereto.

15. Third Party Beneficiaries. This Agreement is intended to benefit Investor and Investor is consequently a third party beneficiary of the rights and benefits granted to PFMS pursuant to this Agreement.

16. Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by fax or e-mail, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such faxed or e-mailed signature page were an original.

[Remainder of Page Left Blank – Signatures Follow]

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This Agreement has been executed by PFMS, the Granting Members, and PFMG VII as of the Effective Date.

PFMS:
PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company
By:	/s/ Barry Bedford
Name:	Barry Bedford
Title:	Chief Executive Officer
PFMG VI:
PREMIER FUNERAL MANAGEMENT GROUP VII, LLC, a Delaware limited liability company
By:	/s/ Troy K. Centazzo
Name:	Troy K. Centazzo
Title:	Manager
MEMBERS:
/s/ Barry Bedford
BARRY BEDFORD
/s/ Troy K. Centazzo
TROY CENTAZZO

EX1A-6 MAT CTRCT

Exhibit 6.7

Employment Agreement

This Employment Agreement (the “Agreement”) is made and entered into as of January 1, 2020 (the “Effective Date”), by and between Dennis L. Smith (the “Employee”) and PF Management Services, LLC, a Delaware limited liability company which will be converted to a Delaware corporation and subsequently known as Remembrance Group, Inc. (the “Company”).

RECITALS

A. The Company desires to employ the Employee on the terms and conditions set forth herein.

B. The Employee desires to be employed by the Company on such terms and conditions.

C. This Agreement amends, restates, and replaces any other existing Employment Agreement, Offer Letter, or other similar agreement between the Company and the Employee.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:

1. Term. Subject to Section 5 of this Agreement, the Employee’s initial term of employment hereunder shall be from the period beginning on the Effective Date through January 1, 2023 (the “Initial Term”). Thereafter, the Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for like successive periods of three years, unless either party provides written notice of its intention not to extend the term at least 90 days prior to the end of the Initial Term or any three-year extension period thereafter. The period during which the Employee is employed by the Company hereunder is hereinafter referred to as the “Employment Term.”

2. Position and Duties.

2.1 Position. During the Employment Term, the Employee shall serve as the Chief Executive Officer and President of the Company, reporting to the Board of Directors of the Company (the “Board”). In such position, the Employee shall have such duties, authority, and responsibilities as are consistent with the Employee’s position. The Employee shall also serve as a member of the Board (and the board of directors of any subsidiary or affiliate thereof), but shall receive no additional compensation for such service as a director.

2.2 Duties. During the Employment Term, the Employee shall devote substantially all of the Employee’s business time and attention to the performance of the Employee’s duties hereunder and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Board.

3. Place of Performance. The principal place of Employee’s employment shall be the Company’s principal executive office currently located in Naples, Florida; provided, however, that the Employee may be required to travel on Company business during the Employment Term.

4. Compensation.

4.1 Base Salary. The Company shall initially pay the Employee an annual rate of base salary of $175,000 in periodic installments in accordance with the Company’s customary payroll practices and applicable wage payment laws, but no less frequently than monthly. The Employee’s annual base salary shall be increased to $200,000 if the Company and its wholly owned subsidiaries and operating affiliates collectively generate $1,000,000 of earnings before interest, tax, depreciation, and amortization (“EBITDA”) after the Effective Date (calculated on a consolidated basis), and such base salary increase shall be effective on the first day of the calendar month after the month in which the Company and its wholly owned subsidiaries and operating affiliates surpass such $1,000,000 threshold. The Employee’s base salary shall be reviewed at least annually by the Board and may be increased by the Board in its discretion; provided, however, that on January 1, 2021 and each January 1 thereafter during the Employment Term, the Employee’s annual base salary shall be increased by 5.0%. The Employee’s annual base salary, as in effect from time to time, is referred to in this Agreement as “Base Salary.”

4.2 Annual Bonus. For each calendar year of the Employment Term, the Employee shall be eligible to receive an annual cash bonus (the “Annual Bonus”), but the decision to provide any Annual Bonus and the amount and terms of any Annual Bonus shall be in the sole and absolute discretion of the Board. The Annual Bonus, if any, will be paid within two and a half (2.5) months after the end of the applicable calendar year. Except as otherwise provided in Section 5, (i) the Annual Bonus will be subject to the terms of any annual bonus plan of the Company under which the Annual Bonus may be granted; and (ii) in order to be eligible to receive an Annual Bonus, the Employee must have been employed by the Company on the last date of the calendar year in respect of which the Annual Bonus was awarded.

4.3 Equity Awards. During the Employment Term, the Employee shall be eligible to participate in the Remembrance Group, Inc. 2020 Equity Incentive Plan (the “2020 Equity Plan”) and each successor plan, subject to the terms of the 2020 Equity Plan and each such successor plan, as determined by the Board in its discretion. Without limiting the generality of the foregoing, in consideration of the Employee entering into this Agreement and as an inducement to continue the Employee’s employment with Remembrance Group, Inc., on the Effective Date, the Company will grant an equity award to the Employee pursuant to the 2020 Equity Plan consisting of 516,305 shares of restricted Common Stock of Remembrance Group, Inc., par value $0.0001 per share, of which 25% shall vest on the one year anniversary of the Effective Date and the remaining 75% shall thereafter vest pro rata on a monthly basis until the fourth anniversary of the Effective Date. All other terms and conditions of such award shall be governed by the terms and conditions of the 2020 Equity Plan and an Award Agreement to be entered into by and between the Company and the Employee.

4.4 Fringe Benefits and Perquisites. During the Employment Term, the Employee shall be entitled to fringe benefits and perquisites consistent with those provided to similarly situated executives of the Company. After the completion of the Company’s proposed Reg. A+ offering of Series A Preferred Stock and until the end of the Employment Term, the Company shall pay up to $1,000 per month for a vehicle for the Employee. The Employee shall surrender the vehicle to the Company on or before 30 days after the end of the Employment Term.

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4.5 Employee Benefits. During the Employment Term, the Employee shall be entitled to participate in all employee benefit plans, practices, and programs maintained by the Company, as in effect from time to time (collectively, “Employee Benefit Plans”), to the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans; provided, however, that the Employee Benefit Plans shall include health insurance, vision insurance, dental insurance, short term disability insurance, and long term disability insurance. The Employee shall be solely responsible for paying all personal and dependent deductibles, copays, and other out of pocket expenses related to the Employee Benefit Plans, and the Company shall pay the premium for the health, vision, and dental insurance of the Employee and the Employee’s dependents. The Company reserves the right to amend or terminate any Employee Benefit Plans at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.

4.6 Vacation; Paid Time Off. During the Employment Term, the Employee shall be entitled to paid vacation in accordance with the vacation policies set forth in the Company’s Employee Handbook, as in effect from time to time. The Employee shall receive other sick days and paid time off in accordance with the Company’s Employee Handbook and other policies as such policies may exist from time to time and as required by applicable law. Unused paid vacation days each year shall rollover to the following year.

4.7 Business Expenses. The Employee shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred by the Employee in connection with the performance of the Employee’s duties hereunder in accordance with the Company’s expense reimbursement policies and procedures.

4.8 Performance Bonus for Reg. A+ Offering. If the Company’s proposed Reg. A+ offering of Series A Preferred Stock is determined by the Board of Directors of the Company to be successful (as determined in the sole discretion of the Board of Directors of the Company), the Company shall pay a one-time cash performance bonus to the Employee in the amount of $100,000 contemporaneous with the closing of the Reg. A+ offering.

4.9 Key Man Insurance. On or before one hundred twenty (120) days after the Effective Date, the Company shall obtain a 10-year term “key person” insurance policy on the Employee from a financially sound and reputable insurer with a policy amount of $5,000,000 and on terms and conditions satisfactory to the Board in its sole and absolute discretion (the “Key Person Policy”). The Company shall use commercially reasonable efforts to cause the Key Person Policy to be maintained and shall pay 100% of the premium for the Key Person Policy until the earlier to occur of: (i) such time as the Board determines that the Key Person Policy is no longer economically feasible for the Company to maintain and should be cancelled; or (ii) the Employee’s termination for any reason except the death of the Employee. After the termination of the Employee for any reason (except the death of the Employee), the Company shall not be required to maintain the Key Person Policy or pay any premium for the Key Person Policy, but if the Employee requests that the Key Person Policy be transferred to the Employee, then the Company shall use commercially reasonable efforts to cause all rights, title, and interest in and to the Key Person Policy to be transferred to the Employee (or the Employee’s designee), and the Employee shall pay thereafter all premiums and all other costs related to maintaining the Key Person Policy. For the avoidance of doubt, the Company shall not be required to obtain or maintain the Key Person Policy if the Company cannot afford the premium for the Key Person Policy (as determined by the Board in its sole and absolute discretion) or if, after the Key Person Policy is issued, the Board determines that the Company can no longer afford to pay the premium. Until the earlier of (i) the termination of the Key Person Policy or (ii) the potential transfer of the Key Person Policy to the Employee, as described above, the Key Person Policy shall name the Company as loss payee with respect to 80% of the policy’s proceeds and the Employee’s estate or other designee with respect to 20% of the policy’s proceeds. The Key Person Policy shall not be cancelable by the Company without prior approval by the Board. The Employee covenants and agrees to execute and deliver to the Company, as reasonably requested, a written notice and consent form with respect to such policy.

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4.10 Indemnification. The Company shall indemnify and hold the Employee harmless to the maximum extent permitted under applicable law and the Company’s Certificate and Incorporation and Bylaws for acts and omissions in the Employee’s capacity as an officer, director, or employee of the Company. For as long as the Employee is employed by the Company, (a) the Company shall maintain commercially reasonable Directors and Officers Liability Insurance coverage and identify the Employee as an insured; and (b) maintain commercially reasonable Employment Practices Liability Insurance coverage.

5. Termination of Employment. The Employment Term and the Employee’s employment hereunder may be terminated by either the Company or the Employee at any time and for any reason or for no particular reason; provided, however, that, unless otherwise provided herein, either party shall be required to give the other party at least 30 days advance written notice of any termination of the Employee’s employment. Upon termination of the Employee’s employment during the Employment Term, the Employee shall be entitled to the compensation and benefits described in this Section 5 and shall have no further rights to any compensation or any other benefits from the Company or any of its affiliates.

5.1 Expiration of Employment Term; Termination For Cause; Voluntary Termination by Employee.

(a) The Employee’s employment hereunder may be terminated upon either party’s failure to renew (or election not to renew) this Agreement in accordance with Section 1, voluntarily terminated by the Employee (i.e., a resignation), or terminated by the Company for Cause, and in those situations, the Employee shall be entitled to receive the following amounts (such amounts described in subsections (i) through (iv) below, collectively, the “Accrued Amounts”):

(i) any accrued but unpaid Base Salary, which shall be paid on the pay date immediately following the date of the Employee’s termination in accordance with the Company’s customary payroll procedures;

(ii) any earned but unpaid Annual Bonus with respect to any completed calendar year immediately preceding the date of the Employee’s termination, which shall be paid on the otherwise applicable payment date; provided, however, that if the Employee’s employment is terminated by the Company for Cause, then any such earned but unpaid Annual Bonus shall be forfeited;

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(iii) reimbursement for unreimbursed business expenses properly incurred by the Employee, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and

(iv) such employee benefits, if any, to which the Employee may be entitled under the Company’s Employee Benefit Plans as of the date of the Employee’s termination; provided, however, that in no event shall the Employee be entitled to any payments in the nature of severance or termination payments except as specifically provided in this Agreement.

(b) For purposes of this Agreement, “Cause” shall mean:

(i) the Employee’s failure to perform the Employee’s duties (other than any such failure resulting from incapacity due to physical or mental illness);

(ii) the Employee’s failure to comply with any valid and legal directive of the Board;

(iii) the Employee’s engagement in dishonesty, illegal conduct, or misconduct, which is, in each case, injurious to the Company or its affiliates;

(iv) the Employee’s embezzlement, misappropriation, or fraud, whether or not related to the Employee’s employment with the Company;

(v) the Employee’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude;

(vi) the Employee’s violation of the Company’s written policies or codes of conduct, including written policies related to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct;

(vii) the Employee’s material breach of any obligation under this Agreement or any other written agreement between the Employee and the Company; or

(viii) the Employee’s engagement in conduct that brings (or is reasonably likely to bring, as determined in the Board’s discretion) the Company negative publicity or into public disgrace, embarrassment, or disrepute.

Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, the Employee shall have 45 business days from the delivery of written notice by the Company within which to cure any acts constituting Cause.

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5.2 Termination Without Cause. The Employment Term and the Employee’s employment hereunder may be terminated by the Company without Cause at any time. In the event of such termination, the Employee shall be entitled to receive the Accrued Amounts described above and, subject to the Employee’s compliance with Section 6 and Section 7 of this Agreement and the Employee’s execution, within 30 days following receipt, of a release of claims in favor of the Company, its affiliates, and their respective officers and directors in a form provided by the Company (the “Release”) (such 30-day period, the “Release Execution Period”), and the Release becoming effective according to its terms, the Employee shall be entitled to receive the following:

(a) equal installment payments payable in accordance with the Company’s normal payroll practices, but no less frequently than monthly, which are in the aggregate equal to one and one half (1.5) multiplied by the Employee’s Base Salary for the year that includes the date of the Employee’s termination, which shall begin within 30 days following the date of the Employee’s termination and continue until the 18 month anniversary of the Employee’s date of termination; and

(b) any outstanding equity awards (including, but not limited to, the equity award described in Section 4.3) shall fully vest.

5.3 Death or Disability.

(a) The Employee’s employment hereunder shall terminate automatically upon the Employee’s death during the Employment Term, and the Company may terminate the Employee’s employment on account of the Employee’s Disability (as defined below).

(b) If the Employee’s employment is terminated during the Employment Term on account of the Employee’s death or Disability, the Employee (or the Employee’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the Accrued Amounts, and the treatment of any outstanding equity awards (including, but not limited to, the equity award described in Section 4.3) shall be determined in accordance with the terms of the 2020 Equity Plan and the applicable Award Agreement(s) entered into between the Employee and the Company. Notwithstanding any other provision contained herein, all payments made in connection with the Employee’s Disability shall be provided in a manner which is consistent with federal and state law.

(c) For purposes of this Agreement, “Disability” shall mean the Employee is entitled to receive long-term disability benefits under the Company’s long-term disability plan, and if the Company does not have a long-term disability plan, then “Disability” shall mean the Employee’s inability, due to physical or mental incapacity, to perform the essential functions of the Employee’s job, with or without reasonable accommodation, for 180 days out of any 365-day period or 120 consecutive days. Any question as to the existence of the Employee’s Disability as to which the Employee and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Employee and the Company. The determination of Disability made in writing to the Company and the Employee shall be final and conclusive for all purposes of this Agreement. For the avoidance of doubt, it is further understood that the Employee has sign in only one eye and has been under that physical condition for 20 years, and such condition shall not constitute a “Disability” for purposes of this Agreement.

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5.4 Notice of Termination. Any termination of the Employee’s employment by the Company or by the Employee during the Employment Term (other than termination pursuant to Section 5.3(a) on account of the Employee’s death) shall be communicated by written notice of termination (“Notice of Termination”) to the other party hereto in accordance with Section 17. The Notice of Termination shall specify:

(a) the termination provision of this Agreement relied upon;

(b) to the extent applicable, the facts and circumstances claimed to provide a basis for termination of the Employee’s employment under the provision so indicated; and

(c) the applicable date of termination, which shall be no less than 30 days following the date on which the Notice of Termination is delivered.

5.5 Resignation of All Other Positions. Upon termination of the Employee’s employment for any reason, the Employee shall be deemed to have resigned from all positions that the Employee holds as an officer or member of the Board (or a committee thereof) of the Company and all of its affiliates.

6. Confidential Information.

6.1 For purposes of this Agreement, “Confidential Information” includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: business processes, practices, methods, policies, plans, publications, documents, operations, services, strategies, techniques, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, records, systems, supplier information, vendor information, financial information, results, accounting information, accounting records, legal information, marketing information, advertising information, pricing information, credit information, payroll information, staffing information, personnel information, employee lists, supplier lists, vendor lists, market studies, sales information, revenue, costs, notes, communications, customer information, customer lists, client information, and client lists of the Company or its affiliates. The Employee understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used. The Employee understands and agrees that Confidential Information includes information developed by Employee in the course of employment by the Company as if the Company furnished the same Confidential Information to the Employee in the first instance. Confidential Information shall not include information that is generally available to and known by the public at the time of disclosure to the Employee; provided, however, that such disclosure is through no direct or indirect fault of the Employee or person(s) acting on the Employee’s behalf. The Employee understands and acknowledges that the Company has invested, and continues to invest, substantial time, money, and specialized knowledge into developing its resources, creating a customer base, generating customer and potential customer lists, training its employees, and improving its offerings in the death care industry. The Employee understands and acknowledges that, as a result of these efforts, the Company has created, and continues to use and create, Confidential Information. This Confidential Information provides the Company with a competitive advantage over others in the marketplace.

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6.2 The Employee agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other employees of the Company) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company and, in any event, not to anyone outside of the direct employ of the Company except as required in the performance of the Employee’s authorized employment duties to the Company or with the prior consent of the Board; and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Company, except as required in the performance of the Employee’s authorized employment duties to the Company. Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. The Employee shall promptly provide written notice of any such order to the Board.

6.3 The Employee understands and acknowledges that the Employee’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Employee first having access to such Confidential Information (whether before or after the Employee began employment by the Company) and shall continue during and after the Employee’s employment by the Company until such time as such Confidential Information has become public knowledge other than as a result of the Employee’s breach of this Agreement or breach by those acting in concert with the Employee or on the Employee’s behalf.

7. Restrictive Covenants.

7.1 Non-Competition. Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to the Employee, during the Employment Term and for two years, to run consecutively, beginning on the last day of the Employee’s employment with the Company, the Employee agrees and covenants not to engage in any Prohibited Activity (as defined below) within 75 miles of any business owned, operated, or managed by the Company or any subsidiary or affiliate thereof. For the purposes of this Agreement, “Prohibited Activity” means any activity in which the Employee contributes the Employee’s knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the funeral home, mortuary, crematory, cemetery, burial insurance, preneed trust, trust banking, or any other line of business in the death care industry. “Prohibited Activity” also includes activities that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. Nothing herein shall prohibit the Employee from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Employee is not a controlling person of, or a member of a group that controls, such corporation. This Section 7 does not, in any way, restrict or impede the Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Employee shall promptly provide written notice of any such order to the Board.

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7.2 Non-Solicitation of Employees. The Employee agrees and covenants not to directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee of the Company or any affiliate thereof, or attempt to do so, during the two year period, to run consecutively, beginning on the last day of the Employee’s employment with the Company.

7.3 Non-Solicitation of Customers. The Employee understands and acknowledges that because of the Employee’s experience with and relationship to the Company and its affiliates, the Employee will have access to and learn about much or all of the Customer Information (as defined below) of the Company and its affiliates. “Customer Information” includes, but is not limited to, names, phone numbers, addresses, email addresses, purchasing history and preferences, pricing information, and other information identifying facts and circumstances specific to the customer. The Employee understands and acknowledges that loss of this customer relationship and/or goodwill will cause significant and irreparable harm to the Company and its affiliates. The Employee agrees and covenants, during a two year period, to run consecutively, beginning on the last day of the Employee’s employment with the Company, not to directly or indirectly solicit, contact (including, but not limited to, email, regular mail, express mail, telephone, fax, instant message, or social media), attempt to contact, or meet with the Company’s current, former, or prospective customers for purposes of offering or accepting goods or services similar to or competitive with those offered by the Company or its affiliates.

7.4 Non-Disparagement. The Employee agrees and covenants that the Employee will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Company or its affiliates or their respective businesses, or any of their respective employees, officers, and existing and prospective customers, suppliers, investors and other associated third parties. This Section 7.4 does not, in any way, restrict or impede the Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Employee shall promptly provide written notice of any such order to the Board.

8. Remedies. In the event of a breach or threatened breach by the Employee of Section 6 or Section 7 of this Agreement, the Employee hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, and that money damages would not afford an adequate remedy, without the necessity of showing any actual damages, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.

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9. Governing Law, Jurisdiction, and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of Florida without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement may be brought in any state or federal court located in the state of Florida. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

10. Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between the Employee and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter, including, but not limited to, that certain Employment Agreement, dated April 26, 2017, between the Employee and PF Management Services, LLC, a Delaware limited liability company.

11. Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Employee and by an executive officer of the Company (other than the Employee) authorized by the Board in writing. No waiver by either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time.

12. Severability. Should any provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein.

13. Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.

14. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

15. Section 409A.

15.1 General Compliance. This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any nonqualified deferred compensation payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Employee on account of non-compliance with Section 409A.

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15.2 Specified Employees. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Employee in connection with the Employee’s termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Employee is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the date of the Employee’s termination or, if earlier, on the Employee’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to the Employee in a lump sum on the Specified Employee Payment Date and, thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

15.3 Reimbursements. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following:

(a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year;

(b) any reimbursement of an eligible expense shall be paid to the Employee on or before the last day of the calendar year following the calendar year in which the expense was incurred; and

(c) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

16. Successors and Assigns. This Agreement is personal to the Employee and shall not be assigned by the Employee. Any purported assignment by the Employee shall be null and void from the initial date of the purported assignment. The Company may assign this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company. This Agreement shall inure to the benefit of the Company and permitted successors and assigns.

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17. Notice. Notices and all other communications provided for in this Agreement shall be given in writing by personal delivery, electronic delivery, or by registered mail to the parties at the addresses set forth below (or such other addresses as specified by the parties by like notice):

If to the Company:	PF Management Services, LLC (or Remembrance Group, Inc.) 365 Fifth Avenue South, Suite 201 Attn: Board of Directors E-mail: info@premierfuneralgroup.com
If to the Employee:	Dennis L. Smith 812 Giralda Court Marco Island, Florida 34145 E-mail: dsmith@premierfuneralgroup.com and dennisinlastparadise@gmail.com

18. Representations of the Employee. The Employee represents and warrants to the Company that: (i) the Employee’s acceptance of employment with the Company and the performance of the Employee’s duties hereunder will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement, or understanding to which the Employee is a party or is otherwise bound; and (ii) the Employee’s acceptance of employment with the Company and the performance of the Employee’s duties hereunder will not violate any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer or third-party.

19. Withholding. The Company shall have the right to withhold from any amount payable hereunder any federal, state, and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.

20. Survival. Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.

21. Acknowledgement of Full Understanding. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE HAS FULLY READ, UNDERSTANDS, AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF THE EMPLOYEE’S CHOICE BEFORE SIGNING THIS AGREEMENT.

[Remainder of Page Left Blank – Signatures Follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

COMPANY:
PF Management Services, LLC, a Delaware limited liability company which will be converted to a Delaware corporation and subsequently known as Remembrance Group, Inc.
By:
Name:	Michael Margolies
Title:	Member of Board of Managers and Authorized Signatory
EMPLOYEE:
Dennis L. Smith

Signature Page to Employment Agreement

EX1A-6 MAT CTRCT

Exhibit 6.8

Employment Agreement

This Employment Agreement (the “Agreement”) is made and entered into as of January 1, 2020 (the “Effective Date”), by and between Michael A. Ryan (the “Employee”) and PF Management Services, LLC, a Delaware limited liability company which will be converted to a Delaware corporation and subsequently known as Remembrance Group, Inc. (the “Company”).

RECITALS

A. The Company desires to employ the Employee on the terms and conditions set forth herein.

B. The Employee desires to be employed by the Company on such terms and conditions.

C. This Agreement amends, restates, and replaces any other existing Employment Agreement, Offer Letter, or other similar agreement between the Company and the Employee.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:

1. Term. Subject to Section 5 of this Agreement, the Employee’s initial term of employment hereunder shall be from the period beginning on the Effective Date through January 1, 2021 (the “Initial Term”). Thereafter, the Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year, unless either party provides written notice of its intention not to extend the term at least 90 days prior to the end of the Initial Term or any one-year extension period thereafter. The period during which the Employee is employed by the Company hereunder is hereinafter referred to as the “Employment Term.”

2. Position and Duties.

2.1 Position. During the Employment Term, the Employee shall serve as the Treasurer of the Company, reporting to the Chief Executive Officer and Board of Directors of the Company (the “Board”). In such position, the Employee shall have such duties, authority, and responsibilities as are consistent with the Employee’s position.

2.2 Duties. During the Employment Term, the Employee shall devote substantially all of the Employee’s business time and attention to the performance of the Employee’s duties hereunder and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Board.

3. Place of Performance. The principal place of Employee’s employment shall be the Company’s principal executive office currently located in Naples, Florida; provided, however, that the Employee may be required to travel on Company business during the Employment Term.

4. Compensation.

4.1 Base Salary. The Company shall initially pay the Employee an annual rate of base salary of $125,000 in periodic installments in accordance with the Company’s customary payroll practices and applicable wage payment laws, but no less frequently than monthly. The Employee’s base salary shall be reviewed at least annually by the Board and may be increased by the Board in its discretion; provided, however, that on January 1, 2021, and each January 1 thereafter during the Employment Term, the Employee’s annual base salary shall be increased by 2.0%. The Employee’s annual base salary, as in effect from time to time, is referred to in this Agreement as “Base Salary.”

4.2 Equity Award. During the Employment Term, the Employee shall be eligible to participate in the Remembrance Group, Inc. 2020 Equity Incentive Plan (the “2020 Equity Plan”) or any successor plan, subject to the terms of the 2020 Equity Plan or any successor plan, as determined by the Board in its discretion. Without limiting the generality of the foregoing, in consideration of the Employee entering into this Agreement and as an inducement to continue the Employee’s employment with the Company, Remembrance Group, Inc. will grant an equity award to the Employee pursuant to the 2020 Equity Plan consisting of a number of shares of restricted Common Stock of Remembrance Group, Inc., par value $0.0001 per share, equal to 2.0% of the issued and outstanding Common Stock of Remembrance Group, Inc. on a fully diluted basis as of immediately after the conversion of PF Management Services, LLC to Remembrance Group, Inc. The foregoing equity award shall vest 25% on the one year anniversary of the Effective Date and the remaining 75% shall thereafter vest pro rata on a monthly basis until the fourth anniversary of the Effective Date. All other terms and conditions of such award shall be governed by the terms and conditions of the 2020 Equity Plan and an Award Agreement to be entered into by and between the Company and the Employee.

4.3 Employee Benefits. During the Employment Term, the Employee shall be entitled to participate in all employee benefit plans, practices, and programs maintained by the Company, as in effect from time to time (collectively, “Employee Benefit Plans”), to the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans; provided, however, that the Employee Benefit Plans shall include health insurance, vision insurance, dental insurance, short term disability insurance, and long term disability insurance. The Employee shall be solely responsible for paying all premiums, deductibles, copays, and other out of pocket expenses related to the Employee Benefit Plans. The Company reserves the right to amend or terminate any Employee Benefit Plans at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.

4.4 Vacation; Paid Time Off. During the Employment Term, the Employee shall be entitled to paid vacation in accordance with the vacation policies set forth in the Company’s Employee Handbook, as in effect from time to time. The Employee shall receive other sick days and paid time off in accordance with the Company’s Employee Handbook and other policies as such policies may exist from time to time and as required by applicable law. Unused paid vacation days each year shall rollover to the following year.

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4.5 Business Expenses; Licensure and Continuing Education. The Employee shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred by the Employee in connection with the performance of the Employee’s duties hereunder in accordance with the Company’s expense reimbursement policies and procedures, including, but not limited to, (i) all costs related to maintaining the Employee’s licenses as a certified public accountant and certificated management accountant and related continuing education requirements, and (ii) all costs related to other business-related licenses, courses, or continuing education approved in advance in writing by the Chief Executive Officer of the Company.

4.6 Performance Bonus for Reg. A+ Offering. If the gross proceeds of the Company’s proposed Reg. A+ offering of Series A Preferred Stock and Common Stock are greater than or equal to $12,000,000, the Company shall pay a one-time cash performance bonus to the Employee in the amount of $20,000 contemporaneous with the closing of the Reg. A+ offering.

4.7 Indemnification. The Company shall indemnify and hold the Employee harmless to the maximum extent permitted under applicable law and the Company’s Bylaws for acts and omissions in the Employee’s capacity as an officer, director, or employee of the Company.

5. Termination of Employment. The Employment Term and the Employee’s employment hereunder may be terminated by either the Company or the Employee at any time and for any reason or for no particular reason; provided, however, that, unless otherwise provided herein, either party shall be required to give the other party at least 30 days advance written notice of any termination of the Employee’s employment. Upon termination of the Employee’s employment during the Employment Term, the Employee shall be entitled to the compensation and benefits described in this Section 5 and shall have no further rights to any compensation or any other benefits from the Company or any of its affiliates.

5.1 Expiration of Employment Term; Termination For Cause; Voluntary Termination by Employee.

(a) The Employee’s employment hereunder may be terminated upon either party’s failure to renew (or election not to renew) this Agreement in accordance with Section 1, voluntarily terminated by the Employee (i.e., a resignation), or terminated by the Company for Cause, and in those situations, the Employee shall be entitled to receive the following amounts (such amounts described in subsections (i) through (iv) below, collectively, the “Accrued Amounts”):

(i) any accrued but unpaid Base Salary and accrued but unused vacation and paid time off, which shall be paid on the pay date immediately following the date of the Employee’s termination in accordance with the Company’s customary payroll procedures;

(ii) reimbursement for unreimbursed business expenses properly incurred by the Employee, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and

(iii) such employee benefits, if any, to which the Employee may be entitled under the Company’s Employee Benefit Plans as of the date of the Employee’s termination; provided, however, that in no event shall the Employee be entitled to any payments in the nature of severance or termination payments except as specifically provided in this Agreement.

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(b) For purposes of this Agreement, “Cause” shall mean:

(i) the Employee’s failure to perform the Employee’s duties (other than any such failure resulting from incapacity due to physical or mental illness);

(ii) the Employee’s failure to comply with any valid and legal directive of the Chief Executive Officer or the Board;

(iii) the Employee’s engagement in dishonesty, illegal conduct, or misconduct, which is, in each case, injurious to the Company or its affiliates;

(iv) the Employee’s embezzlement, misappropriation, or fraud, whether or not related to the Employee’s employment with the Company;

(v) the Employee’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude;

(vi) the Employee’s violation of the Company’s written policies or codes of conduct, including written policies related to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct;

(vii) the Employee’s material breach of any obligation under this Agreement or any other written agreement between the Employee and the Company; or

(viii) the Employee’s engagement in conduct that brings (or is reasonably likely to bring, as determined in the Board’s discretion) the Company negative publicity or into public disgrace, embarrassment, or disrepute.

Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, the Employee shall have 10 business days from the delivery of written notice by the Company within which to cure any acts constituting Cause.

5.2 Termination Without Cause. The Employment Term and the Employee’s employment hereunder may be terminated by the Company without Cause at any time. In the event of such termination, the Employee shall be entitled to receive the Accrued Amounts described above and, subject to the Employee’s compliance with Section 6 and Section 7 of this Agreement and the Employee’s execution, within 21 days following receipt, of a release of claims in favor of the Company, its affiliates, and their respective officers and directors in a form provided by the Company (the “Release”) (such 21-day period, the “Release Execution Period”), and the Release becoming effective according to its terms, the Employee shall be entitled to receive the following:

(a) equal installment payments payable in accordance with the Company’s normal payroll practices, but no less frequently than monthly, which are in the aggregate equal to one multiplied by the Employee’s Base Salary for the year that includes the date of the Employee’s termination, which shall begin within 30 days following the date of the Employee’s termination and continue until the 12 month anniversary of the Employee’s date of termination; and

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(b) the treatment of any outstanding equity awards (including, but not limited to, the equity award described in Section 4.2) shall be determined in accordance with the terms of the 2020 Equity Plan and the applicable Award Agreement(s) entered into between the Employee and the Company.

5.3 Death or Disability.

(a) The Employee’s employment hereunder shall terminate automatically upon the Employee’s death during the Employment Term, and the Company may terminate the Employee’s employment on account of the Employee’s Disability (as defined below).

(b) If the Employee’s employment is terminated during the Employment Term on account of the Employee’s death or Disability, the Employee (or the Employee’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the Accrued Amounts, and the treatment of any outstanding equity awards (including, but not limited to, the equity award described in Section 4.2) shall be determined in accordance with the terms of the 2020 Equity Plan and the applicable Award Agreement(s) entered into between the Employee and the Company. Notwithstanding any other provision contained herein, all payments made in connection with the Employee’s Disability shall be provided in a manner which is consistent with federal and state law.

(c) For purposes of this Agreement, “Disability” shall mean the Employee is entitled to receive long-term disability benefits under the Company’s long-term disability plan, and if the Company does not have a long-term disability plan, then “Disability” shall mean the Employee’s inability, due to physical or mental incapacity, to perform the essential functions of the Employee’s job, with or without reasonable accommodation, for 180 days out of any 365-day period or 120 consecutive days. Any question as to the existence of the Employee’s Disability as to which the Employee and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Employee and the Company. The determination of Disability made in writing to the Company and the Employee shall be final and conclusive for all purposes of this Agreement.

5.4 Notice of Termination. Any termination of the Employee’s employment by the Company or by the Employee during the Employment Term (other than termination pursuant to Section 5.3(a) on account of the Employee’s death) shall be communicated by written notice of termination (“Notice of Termination”) to the other party hereto in accordance with Section 17. The Notice of Termination shall specify:

(a) the termination provision of this Agreement relied upon;

(b) to the extent applicable, the facts and circumstances claimed to provide a basis for termination of the Employee’s employment under the provision so indicated; and

(c) the applicable date of termination, which shall be no less than 30 days following the date on which the Notice of Termination is delivered.

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5.5 Resignation of All Other Positions. Upon termination of the Employee’s employment for any reason, the Employee shall be deemed to have resigned from all positions that the Employee holds as an officer or member of the Board (or a committee thereof) of the Company and all of its affiliates.

6. Confidential Information.

6.1 For purposes of this Agreement, “Confidential Information” includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: business processes, practices, methods, policies, plans, publications, documents, operations, services, strategies, techniques, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, records, systems, supplier information, vendor information, financial information, results, accounting information, accounting records, legal information, marketing information, advertising information, pricing information, credit information, payroll information, staffing information, personnel information, employee lists, supplier lists, vendor lists, market studies, sales information, revenue, costs, notes, communications, customer information, customer lists, client information, and client lists of the Company or its affiliates. The Employee understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used. The Employee understands and agrees that Confidential Information includes information developed by Employee in the course of employment by the Company as if the Company furnished the same Confidential Information to the Employee in the first instance. Confidential Information shall not include information that is generally available to and known by the public at the time of disclosure to the Employee; provided, however, that such disclosure is through no direct or indirect fault of the Employee or person(s) acting on the Employee’s behalf. The Employee understands and acknowledges that the Company has invested, and continues to invest, substantial time, money, and specialized knowledge into developing its resources, creating a customer base, generating customer and potential customer lists, training its employees, and improving its offerings in the death care industry. The Employee understands and acknowledges that, as a result of these efforts, the Company has created, and continues to use and create, Confidential Information. This Confidential Information provides the Company with a competitive advantage over others in the marketplace.

6.2 The Employee agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other employees of the Company) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company and, in any event, not to anyone outside of the direct employ of the Company except as required in the performance of the Employee’s authorized employment duties to the Company or with the prior consent of the Board; and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Company, except as required in the performance of the Employee’s authorized employment duties to the Company. Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. The Employee shall promptly provide written notice of any such order to the Board.

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6.3 The Employee understands and acknowledges that the Employee’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Employee first having access to such Confidential Information (whether before or after the Employee began employment by the Company) and shall continue during and after the Employee’s employment by the Company until such time as such Confidential Information has become public knowledge other than as a result of the Employee’s breach of this Agreement or breach by those acting in concert with the Employee or on the Employee’s behalf.

7. Restrictive Covenants.

7.1 Non-Competition. Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to the Employee, during the Employment Term and for two years, to run consecutively, beginning on the last day of the Employee’s employment with the Company, the Employee agrees and covenants not to engage in any Prohibited Activity (as defined below) within the United States of America. For the purposes of this Agreement, “Prohibited Activity” means any activity in which the Employee contributes the Employee’s knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the funeral home, mortuary, crematory, cemetery, burial insurance, preneed trust, trust banking, or any other line of business in the death care industry. “Prohibited Activity” also includes activities that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. Nothing herein shall prohibit the Employee from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Employee is not a controlling person of, or a member of a group that controls, such corporation. This Section 7 does not, in any way, restrict or impede the Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Employee shall promptly provide written notice of any such order to the Board.

7.2 Non-Solicitation of Employees. During the two year period, to run consecutively, beginning on the last day of the Employee’s employment with the Company, the Employee agrees and covenants not to: (i) directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee of the Company or any affiliate thereof, or attempt to do so; or (ii) directly or indirectly solicit, contact (including, but not limited to, email, regular mail, express mail, telephone, fax, instant message, or social media), attempt to contact, or meet with the Company’s current, former, or prospective employees of the Company or any affiliate thereof.

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7.3 Non-Solicitation of Customers. The Employee understands and acknowledges that because of the Employee’s experience with and relationship to the Company and its affiliates, the Employee will have access to and learn about much or all of the Customer Information (as defined below) of the Company and its affiliates. “Customer Information” includes, but is not limited to, names, phone numbers, addresses, email addresses, purchasing history and preferences, pricing information, and other information identifying facts and circumstances specific to the customer. The Employee understands and acknowledges that loss of this customer relationship and/or goodwill will cause significant and irreparable harm to the Company and its affiliates. The Employee agrees and covenants, during a two year period, to run consecutively, beginning on the last day of the Employee’s employment with the Company, not to directly or indirectly solicit, contact (including, but not limited to, email, regular mail, express mail, telephone, fax, instant message, or social media), attempt to contact, or meet with the Company’s current, former, or prospective customers for purposes of offering or accepting goods or services similar to or competitive with those offered by the Company or its affiliates.

7.4 Non-Disparagement. The Employee agrees and covenants that the Employee will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Company or its affiliates or their respective businesses, or any of their respective employees, officers, and existing and prospective customers, suppliers, investors and other associated third parties. This Section 7.4 does not, in any way, restrict or impede the Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Employee shall promptly provide written notice of any such order to the Board.

8. Remedies. In the event of a breach or threatened breach by the Employee of Section 6 or Section 7 of this Agreement, the Employee hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, and that money damages would not afford an adequate remedy, without the necessity of showing any actual damages, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.

9. Governing Law, Jurisdiction, and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of Florida without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement may be brought in any state or federal court located in the state of Florida. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

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10. Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between the Employee and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter, including, but not limited to, any prior agreement entered into between the Employee and PF Management Services, LLC, a Delaware limited liability company.

11. Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Employee and by an executive officer of the Company (other than the Employee) authorized by the Board in writing. No waiver by either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time.

12. Severability. Should any provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein.

13. Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.

14. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

15. Section 409A.

15.1 General Compliance. This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any nonqualified deferred compensation payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Employee on account of non-compliance with Section 409A.

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15.2 Specified Employees. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Employee in connection with the Employee’s termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Employee is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the date of the Employee’s termination or, if earlier, on the Employee’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to the Employee in a lump sum on the Specified Employee Payment Date and, thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

15.3 Reimbursements. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following:

(a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year;

(b) any reimbursement of an eligible expense shall be paid to the Employee on or before the last day of the calendar year following the calendar year in which the expense was incurred; and

(c) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

16. Successors and Assigns. This Agreement is personal to the Employee and shall not be assigned by the Employee. Any purported assignment by the Employee shall be null and void from the initial date of the purported assignment. The Company may assign this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company. This Agreement shall inure to the benefit of the Company and permitted successors and assigns.

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17. Notice. Notices and all other communications provided for in this Agreement shall be given in writing by personal delivery, electronic delivery, or by registered mail to the parties at the addresses set forth below (or such other addresses as specified by the parties by like notice):

If to the Company:	PF Management Services, LLC (or Remembrance Group, Inc.) 365 Fifth Avenue South, Suite 201 Naples, Florida 34102 Attn: Dennis L. Smith E-mail: dsmith@premierfuneralgroup.com
If to the Employee:	Michael A. Ryan 5660 Dogwood Way Naples, Florida 34102 E-mail: mike.r_controller@yahoo.com

18. Representations of the Employee. The Employee represents and warrants to the Company that: (i) the Employee’s acceptance of employment with the Company and the performance of the Employee’s duties hereunder will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement, or understanding to which the Employee is a party or is otherwise bound; and (ii) the Employee’s acceptance of employment with the Company and the performance of the Employee’s duties hereunder will not violate any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer or third-party.

19. Withholding. The Company shall have the right to withhold from any amount payable hereunder any federal, state, and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.

20. Survival. Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.

21. Acknowledgement of Full Understanding. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE HAS FULLY READ, UNDERSTANDS, AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF THE EMPLOYEE’S CHOICE BEFORE SIGNING THIS AGREEMENT.

[Remainder of Page Left Blank – Signatures Follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

COMPANY:
PF Management Services, LLC, a Delaware limited liability company which will be converted to a Delaware corporation and subsequently known as Remembrance Group, Inc.
By:
Name:	Dennis L. Smith
Title:	Chief Executive Officer and President
EMPLOYEE:
Michael A. Ryan

Signature Page to Employment Agreement

EX1A-6 MAT CTRCT

Exhibit 6.9

Employment Agreement

This Employment Agreement (the “Agreement”) is made and entered into as of January 1, 2020 (the “Effective Date”), by and between Derrick Husmann (the “Employee”) and PF Management Services, LLC, a Delaware limited liability company which will be converted to a Delaware corporation and subsequently known as Remembrance Group, Inc. (the “Company”).

RECITALS

A. The Company desires to employ the Employee on the terms and conditions set forth herein.

B. The Employee desires to be employed by the Company on such terms and conditions.

C. This Agreement amends, restates, and replaces any other existing Employment Agreement, Offer Letter, or other similar agreement between the Company and the Employee.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:

1. Term. Subject to Section 5 of this Agreement, the Employee’s initial term of employment hereunder shall be from the period beginning on the Effective Date through January 1, 2021 (the “Initial Term”). Thereafter, the Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year, unless either party provides written notice of its intention not to extend the term at least 90 days prior to the end of the Initial Term or any one-year extension period thereafter. The period during which the Employee is employed by the Company hereunder is hereinafter referred to as the “Employment Term.”

2. Position and Duties.

2.1 Position. During the Employment Term, the Employee shall serve as the Vice President, Operations, of the Company, reporting to the Chief Executive Officer and Board of Directors of the Company (the “Board”). In such position, the Employee shall have such duties, authority, and responsibilities as are consistent with the Employee’s position.

2.2 Duties. During the Employment Term, the Employee shall devote substantially all of the Employee’s business time and attention to the performance of the Employee’s duties hereunder and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Board.

3. Place of Performance. The principal place of Employee’s employment shall be located in Germantown, Illinois, and the Employee shall work from the Employee’s home office at the Employee’s personal residence; provided, however, that the Employee may be required to travel on Company business during the Employment Term.

4. Compensation.

4.1 Base Salary. The Company shall initially pay the Employee an annual rate of base salary of $110,000 in periodic installments in accordance with the Company’s customary payroll practices and applicable wage payment laws, but no less frequently than monthly. The Employee’s base salary shall be reviewed at least annually by the Board and may be increased by the Board in its discretion. The Employee’s annual base salary, as in effect from time to time, is referred to in this Agreement as “Base Salary.”

4.2 Equity Award. During the Employment Term, the Employee shall be eligible to participate in the Remembrance Group, Inc. 2020 Equity Incentive Plan (the “2020 Equity Plan”) or any successor plan, subject to the terms of the 2020 Equity Plan or any successor plan, as determined by the Board in its discretion. Without limiting the generality of the foregoing, in consideration of the Employee entering into this Agreement and as an inducement to continue the Employee’s employment with the Company, Remembrance Group, Inc. will grant an equity award to the Employee pursuant to the 2020 Equity Plan consisting of a number of shares of restricted Common Stock of Remembrance Group, Inc., par value $0.0001 per share, equal to 1.0% of the issued and outstanding Common Stock of Remembrance Group, Inc. on a fully diluted basis as of immediately after the conversion of PF Management Services, LLC to Remembrance Group, Inc. The foregoing equity award shall vest 25% on the one year anniversary of the Effective Date and the remaining 75% shall thereafter vest pro rata on a monthly basis until the fourth anniversary of the Effective Date. All other terms and conditions of such award shall be governed by the terms and conditions of the 2020 Equity Plan and an Award Agreement to be entered into by and between the Company and the Employee.

4.3 Employee Benefits. During the Employment Term, the Employee shall be entitled to participate in all employee benefit plans, practices, and programs maintained by the Company, as in effect from time to time (collectively, “Employee Benefit Plans”), to the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans; provided, however, that the Employee Benefit Plans shall include health insurance, vision insurance, dental insurance, short term disability insurance, and long term disability insurance. The Employee shall be solely responsible for paying all premiums, deductibles, copays, and other out of pocket expenses related to the Employee Benefit Plans. The Company reserves the right to amend or terminate any Employee Benefit Plans at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.

4.4 Vacation; Paid Time Off. During the Employment Term, the Employee shall be entitled to paid vacation in accordance with the vacation policies set forth in the Company’s Employee Handbook, as in effect from time to time. The Employee shall receive other sick days and paid time off in accordance with the Company’s Employee Handbook and other policies as such policies may exist from time to time and as required by applicable law. Unused paid vacation days each year shall rollover to the following year.

4.5 Business Expenses; Licensure and Continuing Education. The Employee shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred by the Employee in connection with the performance of the Employee’s duties hereunder in accordance with the Company’s expense reimbursement policies and procedures, including, but not limited to, all costs related to maintaining the Employee’s licenses as a funeral director and/or embalmer in the states of Illinois, Missouri, Arkansas, and Indiana, as applicable, and related continuing education requirements.

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4.6 Indemnification. The Company shall indemnify and hold the Employee harmless to the maximum extent permitted under applicable law and the Company’s Bylaws for acts and omissions in the Employee’s capacity as an officer, director, or employee of the Company.

5. Termination of Employment. The Employment Term and the Employee’s employment hereunder may be terminated by either the Company or the Employee at any time and for any reason or for no particular reason; provided, however, that, unless otherwise provided herein, either party shall be required to give the other party at least 30 days advance written notice of any termination of the Employee’s employment. Upon termination of the Employee’s employment during the Employment Term, the Employee shall be entitled to the compensation and benefits described in this Section 5 and shall have no further rights to any compensation or any other benefits from the Company or any of its affiliates.

5.1 Expiration of Employment Term; Termination For Cause; Voluntary Termination by Employee.

(a) The Employee’s employment hereunder may be terminated upon either party’s failure to renew (or election not to renew) this Agreement in accordance with Section 1, voluntarily terminated by the Employee (i.e., a resignation), or terminated by the Company for Cause, and in those situations, the Employee shall be entitled to receive the following amounts (such amounts described in subsections (i) through (iv) below, collectively, the “Accrued Amounts”):

(i) any accrued but unpaid Base Salary and accrued but unused vacation and paid time off, which shall be paid on the pay date immediately following the date of the Employee’s termination in accordance with the Company’s customary payroll procedures;

(ii) reimbursement for unreimbursed business expenses properly incurred by the Employee, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and

(iii) such employee benefits, if any, to which the Employee may be entitled under the Company’s Employee Benefit Plans as of the date of the Employee’s termination; provided, however, that in no event shall the Employee be entitled to any payments in the nature of severance or termination payments except as specifically provided in this Agreement.

(b) For purposes of this Agreement, “Cause” shall mean:

(i) the Employee’s failure to perform the Employee’s duties (other than any such failure resulting from incapacity due to physical or mental illness);

(ii) the Employee’s failure to comply with any valid and legal directive of the Board or the Chief Executive Officer;

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(iii) the Employee’s engagement in dishonesty, illegal conduct, or misconduct, which is, in each case, injurious to the Company or its affiliates;

(iv) the Employee’s embezzlement, misappropriation, or fraud, whether or not related to the Employee’s employment with the Company;

(v) the Employee’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude;

(vi) the Employee’s violation of the Company’s written policies or codes of conduct, including written policies related to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct;

(vii) the Employee’s material breach of any obligation under this Agreement or any other written agreement between the Employee and the Company; or

(viii) the Employee’s engagement in conduct that brings (or is reasonably likely to bring, as determined in the Board’s discretion) the Company negative publicity or into public disgrace, embarrassment, or disrepute.

Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, the Employee shall have 10 business days from the delivery of written notice by the Company within which to cure any acts constituting Cause.

5.2 Termination Without Cause. The Employment Term and the Employee’s employment hereunder may be terminated by the Company without Cause at any time. For the avoidance of doubt, a change in the Employee’s position or title shall not constitute a termination by the Company without Cause. In the event of such termination, the Employee shall be entitled to receive the Accrued Amounts described above and, subject to the Employee’s compliance with Section 6 and Section 7 of this Agreement and the Employee’s execution, within 21 days following receipt, of a release of claims in favor of the Company, its affiliates, and their respective officers and directors in a form provided by the Company (the “Release”) (such 21-day period, the “Release Execution Period”), and the Release becoming effective according to its terms, the Employee shall be entitled to receive the following:

(a) equal installment payments payable in accordance with the Company’s normal payroll practices, but no less frequently than monthly, which are in the aggregate equal to 50% multiplied by the Employee’s Base Salary for the year that includes the date of the Employee’s termination, which shall begin within 30 days following the date of the Employee’s termination and continue until the six month anniversary of the Employee’s date of termination; and

(b) the treatment of any outstanding equity awards (including, but not limited to, the equity award described in Section 4.2) shall be determined in accordance with the terms of the 2020 Equity Plan and the applicable Award Agreement(s) entered into between the Employee and the Company.

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5.3 Death or Disability.

(a) The Employee’s employment hereunder shall terminate automatically upon the Employee’s death during the Employment Term, and the Company may terminate the Employee’s employment on account of the Employee’s Disability (as defined below).

(b) If the Employee’s employment is terminated during the Employment Term on account of the Employee’s death or Disability, the Employee (or the Employee’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the Accrued Amounts, and the treatment of any outstanding equity awards (including, but not limited to, the equity award described in Section 4.2) shall be determined in accordance with the terms of the 2020 Equity Plan and the applicable Award Agreement(s) entered into between the Employee and the Company. Notwithstanding any other provision contained herein, all payments made in connection with the Employee’s Disability shall be provided in a manner which is consistent with federal and state law.

(c) For purposes of this Agreement, “Disability” shall mean the Employee is entitled to receive long-term disability benefits under the Company’s long-term disability plan, and if the Company does not have a long-term disability plan, then “Disability” shall mean the Employee’s inability, due to physical or mental incapacity, to perform the essential functions of the Employee’s job, with or without reasonable accommodation, for 180 days out of any 365-day period or 120 consecutive days. Any question as to the existence of the Employee’s Disability as to which the Employee and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Employee and the Company. The determination of Disability made in writing to the Company and the Employee shall be final and conclusive for all purposes of this Agreement.

5.4 Notice of Termination. Any termination of the Employee’s employment by the Company or by the Employee during the Employment Term (other than termination pursuant to Section 5.3(a) on account of the Employee’s death) shall be communicated by written notice of termination (“Notice of Termination”) to the other party hereto in accordance with Section 17. The Notice of Termination shall specify:

(a) the termination provision of this Agreement relied upon;

(b) to the extent applicable, the facts and circumstances claimed to provide a basis for termination of the Employee’s employment under the provision so indicated; and

(c) the applicable date of termination, which shall be no less than 30 days following the date on which the Notice of Termination is delivered.

5.5 Resignation of All Other Positions. Upon termination of the Employee’s employment for any reason, the Employee shall be deemed to have resigned from all positions that the Employee holds as an officer or member of the Board (or a committee thereof) of the Company and all of its affiliates.

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6. Confidential Information.

6.1 For purposes of this Agreement, “Confidential Information” includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: business processes, practices, methods, policies, plans, publications, documents, operations, services, strategies, techniques, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, records, systems, supplier information, vendor information, financial information, results, accounting information, accounting records, legal information, marketing information, advertising information, pricing information, credit information, payroll information, staffing information, personnel information, employee lists, supplier lists, vendor lists, market studies, sales information, revenue, costs, notes, communications, customer information, customer lists, client information, and client lists of the Company or its affiliates. The Employee understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used. The Employee understands and agrees that Confidential Information includes information developed by Employee in the course of employment by the Company as if the Company furnished the same Confidential Information to the Employee in the first instance. Confidential Information shall not include information that is generally available to and known by the public at the time of disclosure to the Employee; provided, however, that such disclosure is through no direct or indirect fault of the Employee or person(s) acting on the Employee’s behalf. The Employee understands and acknowledges that the Company has invested, and continues to invest, substantial time, money, and specialized knowledge into developing its resources, creating a customer base, generating customer and potential customer lists, training its employees, and improving its offerings in the death care industry. The Employee understands and acknowledges that, as a result of these efforts, the Company has created, and continues to use and create, Confidential Information. This Confidential Information provides the Company with a competitive advantage over others in the marketplace.

6.2 The Employee agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other employees of the Company) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company and, in any event, not to anyone outside of the direct employ of the Company except as required in the performance of the Employee’s authorized employment duties to the Company or with the prior consent of the Board; and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Company, except as required in the performance of the Employee’s authorized employment duties to the Company. Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. The Employee shall promptly provide written notice of any such order to the Board.

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6.3 The Employee understands and acknowledges that the Employee’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Employee first having access to such Confidential Information (whether before or after the Employee began employment by the Company) and shall continue during and after the Employee’s employment by the Company until such time as such Confidential Information has become public knowledge other than as a result of the Employee’s breach of this Agreement or breach by those acting in concert with the Employee or on the Employee’s behalf.

7. Restrictive Covenants.

7.1 Non-Competition. Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to the Employee, during the Employment Term and for two years, to run consecutively, beginning on the last day of the Employee’s employment with the Company, the Employee agrees and covenants not to engage in any Prohibited Activity (as defined below) within the United States of America. For the purposes of this Agreement, “Prohibited Activity” means any activity in which the Employee contributes the Employee’s knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the funeral home, mortuary, crematory, cemetery, burial insurance, preneed trust, trust banking, or any other line of business in the death care industry. “Prohibited Activity” also includes activities that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. Nothing herein shall prohibit the Employee from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Employee is not a controlling person of, or a member of a group that controls, such corporation. This Section 7 does not, in any way, restrict or impede the Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Employee shall promptly provide written notice of any such order to the Board.

7.2 Non-Solicitation of Employees. During the two year period, to run consecutively, beginning on the last day of the Employee’s employment with the Company, the Employee agrees and covenants not to: (i) directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee of the Company or any affiliate thereof, or attempt to do so; or (ii) directly or indirectly solicit, contact (including, but not limited to, email, regular mail, express mail, telephone, fax, instant message, or social media), attempt to contact, or meet with the Company’s current, former, or prospective employees of the Company or any affiliate thereof.

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7.3 Non-Solicitation of Customers. The Employee understands and acknowledges that because of the Employee’s experience with and relationship to the Company and its affiliates, the Employee will have access to and learn about much or all of the Customer Information (as defined below) of the Company and its affiliates. “Customer Information” includes, but is not limited to, names, phone numbers, addresses, email addresses, purchasing history and preferences, pricing information, and other information identifying facts and circumstances specific to the customer. The Employee understands and acknowledges that loss of this customer relationship and/or goodwill will cause significant and irreparable harm to the Company and its affiliates. The Employee agrees and covenants, during a two year period, to run consecutively, beginning on the last day of the Employee’s employment with the Company, not to directly or indirectly solicit, contact (including, but not limited to, email, regular mail, express mail, telephone, fax, instant message, or social media), attempt to contact, or meet with the Company’s current, former, or prospective customers for purposes of offering or accepting goods or services similar to or competitive with those offered by the Company or its affiliates.

7.4 Non-Disparagement. The Employee agrees and covenants that the Employee will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Company or its affiliates or their respective businesses, or any of their respective employees, officers, and existing and prospective customers, suppliers, investors and other associated third parties. This Section 7.4 does not, in any way, restrict or impede the Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Employee shall promptly provide written notice of any such order to the Board.

8. Remedies. In the event of a breach or threatened breach by the Employee of Section 6 or Section 7 of this Agreement, the Employee hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, and that money damages would not afford an adequate remedy, without the necessity of showing any actual damages, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.

9. Governing Law, Jurisdiction, and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of Florida without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement may be brought in any state or federal court located in the state of Florida. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

10. Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between the Employee and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter, including, but not limited to, any prior agreement entered into between the Employee and PF Management Services, LLC, a Delaware limited liability company.

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11. Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Employee and by an executive officer of the Company (other than the Employee) authorized by the Board in writing. No waiver by either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time.

12. Severability. Should any provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein.

13. Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.

14. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

15. Section 409A.

15.1 General Compliance. This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any nonqualified deferred compensation payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Employee on account of non-compliance with Section 409A.

15.2 Specified Employees. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Employee in connection with the Employee’s termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Employee is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the date of the Employee’s termination or, if earlier, on the Employee’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to the Employee in a lump sum on the Specified Employee Payment Date and, thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

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15.3 Reimbursements. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following:

(a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year;

(b) any reimbursement of an eligible expense shall be paid to the Employee on or before the last day of the calendar year following the calendar year in which the expense was incurred; and

(c) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

16. Successors and Assigns. This Agreement is personal to the Employee and shall not be assigned by the Employee. Any purported assignment by the Employee shall be null and void from the initial date of the purported assignment. The Company may assign this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company. This Agreement shall inure to the benefit of the Company and permitted successors and assigns.

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17. Notice. Notices and all other communications provided for in this Agreement shall be given in writing by personal delivery, electronic delivery, or by registered mail to the parties at the addresses set forth below (or such other addresses as specified by the parties by like notice):

If to the Company:	PF Management Services, LLC (or Remembrance Group, Inc.) 365 Fifth Avenue South, Suite 201 Naples, Florida 34102 Attn: Dennis L. Smith E-mail: dsmith@premierfuneralgroup.com
If to the Employee:	Derrick Husmann 1000 B Street Germantown, Illinois 62245 E-mail: dhusmann@premierfuneralgroup.com

18. Representations of the Employee. The Employee represents and warrants to the Company that: (i) the Employee’s acceptance of employment with the Company and the performance of the Employee’s duties hereunder will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement, or understanding to which the Employee is a party or is otherwise bound; and (ii) the Employee’s acceptance of employment with the Company and the performance of the Employee’s duties hereunder will not violate any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer or third-party.

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19. Withholding. The Company shall have the right to withhold from any amount payable hereunder any federal, state, and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.

20. Survival. Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.

21. Acknowledgement of Full Understanding. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE HAS FULLY READ, UNDERSTANDS, AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF THE EMPLOYEE’S CHOICE BEFORE SIGNING THIS AGREEMENT.

[Remainder of Page Left Blank – Signatures Follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

COMPANY:
PF Management Services, LLC, a Delaware limited liability company which will be converted to a Delaware corporation and subsequently known as Remembrance Group, Inc.
By:
Name:	Dennis L. Smith
Title:	Chief Executive Officer and President
EMPLOYEE:
Derrick Husmann

Signature Page to Employment Agreement

EX1A-6 MAT CTRCT

Exhibit 6.10

REMEMBRANCE GROUP, Inc.

2020 Equity Incentive Plan

Remembrance group, Inc.

2020 EQUITY INCENTIVE PLAN

Effective Date: February 1, 2020

1. Purpose of this Plan

This Plan has been adopted to promote the interests of the Corporation and its shareholders by strengthening the ability of the Corporation to attract, motivate, and retain directors, employees, and others in a position to affect the financial and operational performance of the Corporation. This Plan is intended to provide the opportunity to receive stock options, restricted stock, restricted stock units, and other equity based awards to designated (a) employees of the Corporation, (b) Non-Employee Directors, and (c) consultants who perform services for the Corporation. The Corporation believes that equity awards in the form of stock options, restricted stock, restricted stock units, and/or other equity based awards will encourage the Plan participants to contribute materially to the growth of the Corporation and will align the economic interests of the Plan participants with those of the Corporation’s shareholders. This Plan is effective as of the Effective Date.

2. Definitions

Wherever the following capitalized terms are used in this Plan, they shall have the meanings specified below:

(a) “Administrator” has the meaning set forth in Section 4.1.

(b) “Award” means an award of an Incentive Stock Option, a Non-Qualified Stock Option, Restricted Stock, Restricted Stock Units, or Other Stock-Based Awards granted under this Plan.

(c) “Award Agreement” means a written agreement between the Corporation and a Participant with respect to an Award granted to such Participant.

(d) “Board” means the Board of Directors of the Corporation.

(e) “Cause” shall have the meaning provided in the employment agreement between the Corporation and the Participant, provided that if no such employment agreement exists or no definition of “Cause” exists in such employment agreement, “Cause” shall mean any of the following: (i) the Participant’s dishonesty of a material nature (including, but not limited to, theft or embezzlement of funds or assets of the Corporation); (ii) the Participant’s conviction of, or guilty or no contest plea to, a felony charge or any misdemeanor charge involving theft, dishonesty, or moral turpitude; (iii) the Participant’s material noncompliance in any respect with any law or regulation, foreign or domestic, affecting the business of the Corporation or its operations; (iv) the Participant’s violation of any express lawful direction of the Board or any person who answers directly to the Board; (v) any material violation by the Participant of any rule, regulation, or policy established by the Corporation; (vi) the Participant’s material breach of any Award Agreement or the Plan or any other agreement the Participant may have with the Corporation, including, without limitation, any noncompetition, nondisclosure, nonsolicitation, confidentiality, or other restrictive covenant agreement; (vii) the Participant’s breach of any fiduciary duty to the Corporation; (viii) the Participant’s incompetence, neglect, or misconduct in the performance of the Participant’s duties; (ix) repeated and consistent failure by the Participant to be present at work during normal business hours except during vacation periods or absences due to temporary illness (if such presence is a requirement of the service relationship of the Participant with the Corporation); (x) the Participant’s abuse of alcohol, drugs, or other substances that directly or indirectly interferes with the performance of the Participant’s duties; or (xi) engagement by the Participant in activities that are, or would reasonably be expected to be, detrimental to the interests of the Corporation, as determined in the sole and good faith judgment of the Board.

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(f) “Change in Control” means the occurrence of any of the following events or circumstances with respect to Remembrance Group, Inc., a Delaware corporation:

(i) any “person” or “group” within the meaning of Section 13(d) or 14(d)(2) of the Exchange Act becomes the beneficial owner of a majority of the then outstanding Common Stock or capital stock of the Corporation;

(ii) any “person” or “group” within the meaning of Section 13(d) or 14(d)(2) of the Exchange Act becomes the beneficial owner of capital stock of the Corporation enabling such person or group to cast a majority of the votes in the election of directors of the Corporation;

(iii) the shareholders of the Corporation approve a plan of dissolution or complete or substantially complete liquidation of Corporation; or

(iv) any consummation of:

(1) a reorganization, restructuring, recapitalization, share exchange, reincorporation, merger or consolidation of the Corporation (a “Business Combination”) unless, following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of capital stock of the Corporation outstanding immediately prior to such Business Combination (A) beneficially own, directly or indirectly, at least 50% of the common equity securities of the Corporation or other entity resulting from such Business Combination outstanding after such Business Combination in substantially the same proportions as their direct and indirect beneficial ownership of the capital stock of the Corporation immediately prior to such Business Combination, and (B) are able to cast a majority of the votes in the election of directors of the corporation or other entity resulting from such Business Combination; or

(2) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Corporation or the Corporation (excluding any pledge, mortgage, grant of security interest, sale-leaseback, or similar transaction, but not including any foreclosure sale).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur pursuant to clause (f)(i) or (f)(ii) above as a result of the acquisition of Common Stock or capital stock of the Corporation by one or more employee benefit plans (or related trusts) maintained by the Corporation. For purposes of this definition, references to “beneficial owner” and correlative phrases shall have the same definition as set forth in Rule 13d-3 under the Exchange Act (except that ownership by underwriters (including when acting as initial purchasers in a private offering) solely for purposes of a distribution or offering shall not be deemed to be “beneficial ownership”). Further notwithstanding the foregoing, if a Change in Control would give rise to a payment or settlement event with respect to any Award that constitutes “nonqualified deferred compensation,” the transaction or event constituting the Change in Control must also constitute a “change in control event” (as defined in Treasury Regulation §1.409A-3(i)(5)) in order to give rise to the payment or settlement event for such Award, to the extent required by Section 409A.

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(g) “Code” means the Internal Revenue Code of 1986, as amended, and the rules, regulations, and official guidance thereunder. References to specific Sections of the Code shall include any successor provisions and the rules, regulations, and official guidance under such Sections or successor provisions, as applicable.

(h) “Common Stock” means the shares of Common Stock, par value $0.0001 per share, of Remembrance Group, Inc., a Delaware corporation, or such other securities as may be substituted therefor pursuant to the provisions hereof.

(i) “Consultant” means an advisor, consultant, representative, agent, or other independent contractor who performs services (other than as an Employee) for the Corporation.

(j) “Continuous Service” means that the Participant’s employment with or service to the Corporation or a Subsidiary or affiliate, whether as an Employee, Consultant, or Non-Employee Director, is not interrupted or terminated. The Participant’s Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company, a Subsidiary, or an Affiliate as an Employee, Consultant, or Non-Employee Director or a change in the entity for which the Participant renders such service; provided, however, that there is no interruption or termination of the Participant’s Continuous Service; provided further, however, that if any Award is subject to Section 409A of the Code, this sentence shall only be given effect to the extent consistent with Section 409A of the Code. For example, a change in status from an Employee of the Company to a Non-Employee Director of an Affiliate will not constitute an interruption of Continuous Service. The Board or the Administrator, in its sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by the Board or the Administrator, including sick leave, military leave, or any other personal or family leave of absence.

(k) “Control” and correlative words, with respect to any Person, mean the ability of another Person to control or direct the management, actions, or policies of such Person, whether by ownership of voting securities, by contract, or otherwise.

(l) “Corporate Event” has the meaning set forth in Section 3.3.

(m) “Corporation” means Remembrance Group, Inc., a Delaware corporation, or any successor thereto. Except where the content otherwise requires, the term “Corporation” includes any of the Corporation’s then present Subsidiaries.

(n) “Disability” shall have the meaning provided in the employment agreement between the Corporation and the Participant, provided that if no such employment agreement exists or no definition of “Disability” exists in such employment agreement, “Disability” shall mean that, due to physical or mental reasons, a Participant is unable to perform the essential functions of the Participant’s duties, with any reasonable accommodations required by law, for ninety (90) consecutive days, or an aggregate of one hundred twenty (120) days in any twelve (12) month period.

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(o) “Effective Date” means February 1, 2020.

(p) “Eligible Person” means any Employee and, in the case of Awards other than Incentive Stock Option Awards, (i) any Consultant, who is specifically identified by the Administrator, and (ii) any Non-Employee Director of the Corporation.

(q) “Employee” means any Person who is employed by the Corporation.

(r) “Exchange Act” means the Securities Exchange Act of 1934, as amended (including any successor statute), and the rules and regulations thereunder.

(s) “Exercise Price” with respect to an Award, means the exercise price in respect thereof.

(t) “Fair Market Value” of a share of Common Stock as of any date means:

(i) if the Common Stock is listed or authorized for quotation on an established national or regional securities market (“Publicly Traded”), the closing sale price on such date or, if there are no trades on such date, the mean between the closing bid and asked prices on such date, as reported by the principal exchange or market on which the Common Stock is traded (or, if not so reported, as reported by such financial reporting service as may be designated by the Board); or

(ii) if the Common Stock is not Publicly Traded or, if Publicly Traded, the sales prices or bid and asked quotations are not publicly reported, the fair market value as determined by the Board, which, with respect to determinations of fair market value for purposes of determining the Exercise Price of an Option, is determined in accordance with Section 409A.

If an Award Agreement has a different definition of Fair Market Value of a Share for purposes of implementing a cashless exercise feature contained therein, then, for that purpose, Fair Market Value shall have the meaning set forth in such Award Agreement.

(u) “Grant Date” means the date specified by the Board on which a grant of an Award to a Participant shall become effective, which shall not be earlier than the date on which the Board takes action with respect thereto.

(v) “Incentive Stock Option” means an option to purchase Shares granted pursuant to Section 6 that is intended to qualify and in fact qualifies as an incentive stock option under Sections 421 and 422 of the Code.

(w) “Non-Employee Director” means a member of the Board, or a member of the board of directors of a Subsidiary, who is not an Employee.

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(x) “Non-Qualified Stock Option” means an option to purchase Shares granted pursuant to Section 6 that is not an Incentive Stock Option.

(y) “Option” means an Incentive Stock Option or a Non-Qualified Stock Option.

(z) “Other Stock-Based Awards” means other awards of Shares, and other awards that are valued in whole or in part by reference to, or are otherwise based on, Shares or other property, including, without limitation, stock appreciation rights.

(aa) “Participant” means any Person who was an Eligible Person on the Grant Date and who holds an outstanding Award granted under this Plan.

(bb) “Person” means an individual, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

(cc) “Plan” means this Remembrance Group, Inc. 2020 Equity Incentive Plan, as amended from time to time.

(dd) “Restricted Stock” means Common Stock granted under Section 7.

(ee) “Restricted Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement date, one Share or an amount in cash or other consideration determined by the administrator of the Plan equal to the value thereof as of such payment date, which right may be subject to certain vesting conditions and other restrictions.

(ff) “Section 409A” means Section 409A of the Code and the rules, regulations, and official guidance thereunder.

(gg) “Securities Act” means the Securities Act of 1933, as amended (including any successor statute), and the rules and regulations thereunder.

(hh) “Share” means a share of Common Stock issued or issuable under the terms this Plan.

(ii) “Subsidiary” means a Person that is Controlled, directly or indirectly, by the Corporation; provided, however, that, with respect to Incentive Stock Options, the term “Subsidiary” shall include only a Person that qualifies under Section 424(f) of the Code as a “subsidiary corporation” with respect to the Corporation.

3. Shares Subject to this Plan

3.1 Number of Shares. Subject to Section 3.2 and Section 3.3, the aggregate number of Shares that may be delivered under this Plan is 2,500,131 Shares. All Shares authorized under the Plan may be issued as Incentive Stock Options. The Shares delivered under this Plan may consist of authorized but unissued Shares or issued Shares that have been reacquired by the Corporation. All Awards under this Plan shall be expressed in Shares.

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3.2 Calculation of Shares. To the extent that any Award is terminated, forfeited, or cancelled or expires or is otherwise surrendered or returned to the Corporation, in each case prior to delivery of Shares thereunder, or if the Award is paid or settled in cash, the underlying Shares will no longer be charged against the aggregate number set forth in Section 3.1 (until they become subject to another Award) and may again be made subject to Awards under this Plan. For purposes of calculating the number of Shares used and available for use under this Plan, only Shares underlying Awards that have been or, by their terms, may be settled by delivery of Shares shall be charged against such number.

3.3 Adjustments. If any reincorporation, recapitalization, reorganization, reclassification, or any stock dividend, stock split, reverse stock split, or other change in the Common Stock shall occur or any acquisition, divestiture, asset sale, merger, consolidation, share exchange, spin-off, split up or other business combination or any dividend or distribution (other than a cash dividend that is ordinary in nature and amount) shall be declared or made with respect to the Corporation (excluding its Subsidiaries and affiliates) or its Common Stock (each, a “Corporate Event”), the Board may, but is not required to, cause an adjustment to be made, in the manner and to the extent that it deems appropriate and equitable, in: (a) the maximum number and kind and amount of securities subject to this Plan; (b) the number and kind of securities, rights, cash and properties subject to some or all then outstanding Awards; (c) the Exercise Price of some or all then outstanding Awards; and (d) the other terms of this Plan and then outstanding Awards; provided, however, that, in the case of Incentive Stock Options, such adjustments shall be made in a manner consistent with the applicable requirements of Section 424(a) of the Code; provided further, however, that, in the case of Options and/or to the extent applicable, such adjustment shall be made in a manner consistent with the applicable requirements of Section 409A. Such adjustment shall be conclusive and binding for all purposes.

3.4 Notices. The Corporation shall use reasonable efforts to inform Participants of the record date, if any, for any Corporate Event sufficiently in advance to enable them to exercise vested Awards or, if otherwise permitted by the terms thereof then in effect, unvested Awards prior to such record date and of any adjustments pursuant to Section 3.3; provided, however, that neither the Corporation nor any director, officer, employee, agent, consultant, or representative of the Corporation shall be liable for failure to do so and the failure to do so shall not affect the authorization, validity, enforceability, or consummation of any Corporate Event.

4. Administration

4.1 Administrator. Unless a committee is appointed by the Board, this Plan shall be administered by the Board, which shall have all rights, powers, and authorities necessary or appropriate in connection therewith. Neither the Corporation nor any member of the Board (nor any person authorized by the Board to exercise administrative duties with respect to the Plan) shall be liable for any action, omission, or determination made in good faith with respect to this Plan or any Award, including any failure of an Award to qualify as an Incentive Stock Option Award or meet the requirements for exemption from or compliance with Section 409A. Except to the extent prohibited by applicable laws, rules, or regulations, the Board shall have the authority to delegate administration of this Plan, in whole or in part, to third party service providers and administrators, as well as Employees and a committee composed of members of the Board. The administrator of the Plan, whether it be the Board or a committee appointed by the Board, is referred to herein as the “Administrator.”

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4.2 Discretionary Authority. Subject only to the express limitations of this Plan, the Administrator shall have authority to determine the Eligible Persons to whom, and the time or times at which, Awards are granted, the number of Shares subject to Awards, the Exercise Price of Awards, the time or times at which Awards vest and become exercisable or payable, the term of Awards, the procedures for exercise and settlement of Awards, and all other terms and conditions of Awards. Subject only to the express limitations of this Plan, the Administrator shall have sole authority to interpret this Plan and each Award, to make all factual determinations under this Plan and each Award, to amend this Plan or any Award Agreement to correct any defect, error, or omission or to reconcile any inconsistency herein or therein, and to make all other decisions necessary or advisable for administration of this Plan. The Administrator shall have the authority to prescribe, amend, and rescind rules and regulations relating to this Plan and the administration thereof. The determinations of the Administrator under this Plan need not be uniform and may be made selectively among Persons who receive, or are eligible to receive, Awards, whether or not such Persons are similarly situated. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly. All interpretations, determinations, decisions, and actions by the Administrator may be made in the exercise of its sole discretion and shall be final and binding upon all parties.

4.3 Terms of Awards. Each Award shall be evidenced by an Award Agreement between the Corporation and the applicable Participant that shall include the terms and conditions of the Award as the Administrator shall determine, consistent with the Plan. Incentive Stock Options shall contain such terms and conditions as may be necessary to qualify such Options as “incentive stock options” within the meaning of Section 422 of the Code.

4.4 Conditions on Delivery of Stock. The Corporation will not be obligated to deliver any Shares pursuant to the Plan or to remove restrictions from Shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Administrator, (ii) in the opinion of the Corporation’s counsel, all other legal matters in connection with the issuance and delivery of such Shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Corporation such representations or agreements as the Administrator deems necessary or appropriate to satisfy the requirements of any applicable laws. The inability of the Corporation to obtain authority from any regulatory body having jurisdiction, which authority is determined by the Administrator to be necessary to the lawful issuance and sale of any securities hereunder, will relieve the Corporation of any liability in respect of the failure to issue or sell such shares as to which such requisite authority will not have been obtained.

4.5 Changes to Awards. The Administrator shall have authority to accelerate the vesting or exercisability of any and all outstanding Awards at any time or on the occurrence of any event or circumstance.

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5. Eligibility and Awards

All Eligible Persons are eligible to be selected by the Board or Administrator to receive an Award under this Plan. Except as otherwise agreed by the Corporation, no Person shall have a right to receive an Award or, having received an Award in the past, have a right to again receive an Award. Each Award shall be evidenced by an Award Agreement between the Corporation and the Participant that shall include such terms and conditions (consistent with the Plan) as the Administrator may determine.

6. Stock Option Awards

6.1 Grant of Option Awards. An Option Award may be granted to any Eligible Person selected by the Board or Administrator; provided, however, that, in addition to any other limitations required to comply with the applicable provisions of the Code, Incentive Stock Options shall be granted only to Employees. Unless otherwise designated by the Board or Administrator, any Option that complies with the applicable provisions of the Code shall be an Incentive Stock Option. Any Option which does not comply with the requirements of the Code to be an Incentive Stock Option shall be considered a Non-Qualified Stock Option.

6.2 Exercise Price. The Administrator shall prescribe the exercise price per Share under each Option Award; provided, however, that the Exercise Price per Share under an Option Award shall not be less than the Fair Market Value per Share on the Grant Date, except that the Exercise Price per Share under a Non-Qualified Stock Option may be less than 100% of the Fair Market Value of such Shares on the date such option is Granted provided that, and only if, the Board approves a lower price after consideration of the application of Section 409A of the Code. Additionally, in the case of an Incentive Stock Option granted to an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Corporation, the Exercise Price per Share shall not be less than 110% of the Fair Market Value of such shares on the date such Incentive Stock Option is granted.

6.3 Vesting; Term of Option Award. The Administrator shall prescribe the time or times at which, and the conditions upon which, each Option shall become vested and exercisable, if any. Such vesting requirements may be based on the continued employment of or provision of services by the applicable Participant with the Corporation or other conditions established by the Board. The Board shall prescribe the term of each Award; provided, however, that no Award shall have a term that is longer than ten years after the applicable Grant Date; provided further that in the case of an Incentive Stock Option granted to an employee who is a 10% shareholder in the Corporation at the time the Award is granted, the Award shall not have a term that is longer than five years after the applicable Grant Date.

6.4 Exercise of Option Award. Subject to such terms and conditions (including vesting requirements) as may be prescribed by the Board or Administrator or set forth in this Plan, an Option Award may be exercised in whole or in part at any time during the term thereof. Except as otherwise provided in the applicable Award Agreement, no portion of an Option which is unexercisable at the Participant’s termination or employment or service with the Corporation shall thereafter become exercisable. An Option Award exercise shall be complete upon the delivery of all of the following to the Secretary of the Corporation or his or her office:

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(a) a written notice complying with the applicable rules established by the Administrator stating that the Option Award, or a portion thereof, is exercised, signed by the Participant or other Person then entitled to exercise the Award or such portion of the Award;

(b) such representations and documents as the Administrator deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act, as amended, and any other federal or state securities laws or regulations. The Administrator may also take whatever additional actions it deems appropriate to effect such compliance, including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars;

(c) if applicable, a completed and signed Consent of Spouse in a form provided by or otherwise acceptable to the Corporation, in its sole discretion;

(d) completed and signed joinder to any shareholders agreement then in effect, in a form provided by or otherwise acceptable to the Board, in its sole discretion;

(e) in the event that the Option Award shall be exercised by any Person or Persons other than the Participant, proof satisfactory to the Administrator of the authority of such Person or Persons to exercise the Award; and

(f) if applicable, full cash payment to the Corporation for the Shares with respect to which the Award, or portion thereof, is exercised. However, the Board may, but is under no obligation (unless otherwise provided in an Award Agreement) to (i) allow a delay in payment up to thirty (30) days from the date the Option, or portion thereof, is exercised; (ii) allow payment, in whole or in part, through the delivery of Shares already owned, duly endorsed for transfer to the Corporation with a Fair Market Value on the date of delivery equal to the aggregate Exercise Price of the Option or exercised portion thereof; (iii) allow payment, in whole or in part, through the delivery of property of any kind which constitutes good and valuable consideration; (iv) allow payment, in whole or in part, through the surrender of Shares then issuable upon exercise of the vested Option(s) having a Fair Market Value on the date of Option exercise equal to the aggregate exercise price of the Option or exercised portion thereof; (v) allow payment, in whole or in part, through the delivery of a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code) and payable upon such terms as may be prescribed by the Administrator or Board; (vi) allow, once the Shares are registered under the Exchange Act and publicly traded, payment, in whole or in part, through the delivery of a notice that the Participant has placed a market sell order with a broker with respect to Shares then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Corporation in satisfaction of the Option exercise price; or (vii) allow payment through any combination of the consideration provided in the clauses (ii), (iii), (iv), (v), and (vi) above. In the case of a promissory note, the Administrator or Board may also prescribe the form of such note and the security to be given for such note. The Award may not be exercised, however, by delivery of a promissory note or by a loan from the Corporation when or where such loan or other extension of credit is prohibited by law.

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6.5 Additional Rules for Incentive Stock Options.

(a) Annual Limits. No Incentive Stock Option shall be granted to a Participant to the extent that, as a result of such grant, the aggregate Fair Market Value (determined as of the proposed Grant Date) of the Shares with respect to which “incentive stock options” under Section 422 of the Code are exercisable for the first time in any calendar year under this Plan and any other plans of the Corporation would exceed the maximum amount permitted under Section 422(d) of the Code. This limitation shall be applied by taking “incentive stock options” under Section 422 of the Code into account in the order in which granted.

(b) Termination of Employment. Subject to Section 6.7 of this Plan, no Incentive Stock Option Award shall provide that such Incentive Stock Option may be exercised later than three months following termination of Participant’s employment with the Corporation, except to the extent permitted under special rules relating to death and Disability in accordance with Section 422 of the Code.

(c) Other Terms and Conditions; Nontransferability. Notwithstanding anything contained herein to the contrary, the terms and conditions of an Incentive Stock Option Award may contain such additional terms and conditions, not inconsistent with the terms of this Plan, as are deemed necessary or desirable by the Administrator or Board so as to cause such Incentive Stock Option to qualify as an “incentive stock option” under Section 422 of the Code; provided, however, that the authorization, validity and enforceability of any Incentive Stock Option Award shall not be adversely affected due to a failure to so comply. Such terms and conditions, together with the terms of this Plan, shall be interpreted so as to cause such Incentive Stock Option to qualify as an “incentive stock option” under Section 422 of the Code. Such terms and conditions shall include, if applicable, limitations on Incentive Stock Options granted to owners of 10% or more of the Corporation. An Incentive Stock Option shall be treated as a Non-Qualified Stock Option to the extent that requirements applicable to “incentive stock options” under Section 422 of the Code shall not be satisfied, shall be nontransferable other than by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of the applicable Participant only by such Participant.

(d) Disqualifying Dispositions. If Shares acquired by exercise of an Incentive Stock Option are disposed of within two years following the Grant Date or one year following the delivery of such Shares to the applicable Participant upon exercise thereof, such Participant must, promptly following such disposition, notify the Corporation in writing of the date and terms of such disposition and provide such other information regarding such disposition as the Administrator, in its sole discretion, may request.

6.6 Repricing. The Board shall have authority to (i) amend previously granted Awards to reduce the Exercise Price of such Awards or (ii) cancel such Awards and grant replacement Awards with a lower Exercise Price than the Awards being cancelled; provided, however, that, in the case of Awards intended to not provide for the deferral of compensation within the meaning of Section 409A, such adjustment shall be made in a manner consistent with the applicable requirements of Section 409A.

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6.7 Exercisability Following Termination of Employment or Service. If a Participant has any vested and unexercised Option Awards outstanding as of the Participant’s termination of employment or service (as applicable) with the Corporation, then such Participant shall have thirty (30) days following the date of such Participant’s termination of employment or service (the “Termination Date”) to exercise any vested and unexercised Option Awards. Any Option Awards that remain unexercised as of the thirty-first (31st) day following the Termination Date shall automatically be cancelled and forfeited by such Participant.

7. Restricted Stock Awards and Restricted Stock Units

7.1 Awards of Restricted Stock and Restricted Stock Units. Restricted Stock and/or Restricted Stock Units may be granted to any Eligible Person selected by the Board or Administrator.

7.2 Vesting and Other Restrictions. The Restricted Stock granted to a Participant may be immediately transferable or subject to restrictions on transfer. The Administrator shall prescribe the time or times at which, and the conditions upon which, each Share of Restricted Stock and each Restricted Stock Unit shall become vested or transferable, which may include, without limitation, an obligation to become a party to any agreement among the shareholders of the Corporation then in effect. The Board or Administrator shall prescribe the term for satisfying any conditions to vesting or transferability of any share of Restricted Stock and each Restricted Stock Unit. Such vesting requirements may be based on the continued employment of the applicable Participant with the Corporation, the attainment of specified performance measures, or other conditions established by the Board or Administrator. The Board may prescribe that the certificates representing the Restricted Stock shall remain in the physical custody of the Corporation, or an agent designated by the Corporation, until all such restrictions and conditions have been satisfied or are waived, terminated, or expired. Unless otherwise prescribed by the Board or Administrator, failure to satisfy any such conditions shall result in the forfeiture (and return to the Corporation) by the Participant of the Restricted Stock and/or the Restricted Stock Units, as applicable.

7.3 Additional Provisions Relating to Restricted Stock.

(a) Rights as a Shareholder. Subject to the provisions of this Section 7 and unless otherwise prescribed by the Board or Administrator, the Participant will not have any of the rights of a shareholder with respect to any unvested Restricted Stock, including, but not limited to, the right to vote the Shares of Restricted Stock and to receive any dividends and other distributions paid with respect to such Shares.

(b) Section 83(b) Election. The Board or Administrator may prescribe that an Award of Restricted Stock is conditioned upon the applicable Participant making an election with respect to such Award under Section 83(b) of the Code. Irrespective of whether the Award is so conditioned, each Participant who makes an election pursuant to Section 83(b) of the Code with respect to an Award of Restricted Stock must promptly provide a copy of such election to the Corporation.

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7.4 Additional Provisions Relating to Restricted Stock Units.

(a) Settlement.  Upon the vesting of a Restricted Stock Unit, the Participant shall be entitled to receive from the Corporation one Share or an amount of cash or other property equal to the Fair Market Value of one Share on the settlement date, as the Board or Administrator shall determine and as provided in the applicable Award Agreement.  The Board or Administrator may provide that settlement of Restricted Stock Units shall occur upon or as soon as reasonably practicable after the vesting of the Restricted Stock Units or shall instead be deferred, on a mandatory basis or at the election of the Participant, in a manner that complies with Section 409A. 

(b) Voting Rights.  A Participant shall have no voting rights with respect to any Restricted Stock Units unless and until Shares are delivered in settlement thereof. 

(c) Dividend Equivalents.  To the extent provided by the Administrator or Board, a grant of Restricted Stock Units may provide a Participant with the right to receive the equivalent value, whether in cash or shares of dividends paid on Shares (“Dividend Equivalents”).  Dividend Equivalents may be paid currently or credited to an account for the Participant, may be settled in cash and/or Shares and may be subject to the same restrictions on transfer and forfeitability as the Restricted Stock Units with respect to which the Dividend Equivalents are paid, as determined by the Administrator or Board, subject, in each case, to such terms and conditions as the Administrator or Board shall establish and set forth in the applicable Award Agreement.

8. Other Stock-Based Awards.

8.1 Other Stock-Based Awards may be granted hereunder to Participants, including, without limitation, Awards entitling Participants to receive Shares to be delivered in the future. Such Other Stock-Based Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan, as stand-alone payments, and/or as payment in lieu of compensation to which a Participant is otherwise entitled.  Other Stock-Based Awards may be paid in Shares, cash, or other property, as the Administrator shall determine.  Subject to the provisions of the Plan, the Board or Administrator shall determine the terms and conditions of each Other Stock-Based Award, including any purchase price, transfer restrictions, vesting conditions, and other terms and conditions applicable thereto, which shall be set forth in the applicable Award Agreement.

9. Effect of Termination of Employment.

9.1 Termination for Cause. Notwithstanding any provision herein to the contrary, if a Participant’s employment or service with the Corporation is terminated for Cause, then, immediately upon the termination of the Participant’s employment or service with the Corporation: (i) all unvested Awards granted to Participant shall be immediately forfeited and automatically terminate; and (ii) all vested but unexercised Awards granted to such Participant shall be immediately forfeited and automatically terminate.

9.2 Termination Without Cause. Notwithstanding any provision herein to the contrary, if a Participant voluntarily terminates his or her employment or service with the Corporation, or the Corporation terminates a Participant’s employment or service with the Corporation without Cause, then: (i) immediately upon such termination of the Participant’s employment or service with the Corporation, all unvested Awards granted to Participant shall be immediately forfeited and automatically terminate; and (ii) the Participant shall have thirty (30) days following the date of termination within which to exercise all vested but unexercised Awards, and any vested but unexercised Awards shall automatically expire as of the thirty-first (31^st) day following the date of such termination of employment or service.

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10. Requirements for Issuance of Shares

10.1 Stock Certification. Shares issued hereunder may be evidenced in such manner as the Corporation shall deem appropriate, including book entry registration or issuance of a stock certificate or certificates.

10.2 Securities Laws. Notwithstanding anything contained in this Plan to the contrary, no Shares shall be issued or transferred in connection with any Award hereunder unless and until all requirements imposed by securities and other laws, rules, and regulations and by any securities exchange or market on which the Common Stock is listed, which is then applicable to the issuance or transfer of such Shares, shall have been complied with to the satisfaction of the Corporation. The Board shall have the right to condition any Award made to any Participant, or the exercise thereof, hereunder on such Participant’s undertaking to comply with such restrictions on his or her subsequent disposition of the Shares covered thereby as the Board shall deem necessary or advisable at any time. Certificates representing Shares issued or transferred under this Plan may be subject to such stop-transfer orders and other restrictions, and bear such other legends as the Corporation may deem convenient, expedient, necessary or appropriate.

10.3 Registration. The Shares have not been registered for sale, issuance, or transfer under the Securities Act. For so long as the Shares are not registered for sale, issuance, or transfer or are otherwise not permitted to be sold, issued, or transferred under the Securities Act or other applicable laws, the Corporation shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any Shares pursuant to an Award unless such Shares may be offered or sold without such registration pursuant to an available exemption therefrom, the terms and conditions of such exemption shall have been fully complied with and the Corporation elects to rely thereon (which it shall be under no obligation to do). If the Shares offered for sale or sold under this Plan are offered or sold pursuant to (a) an exemption from registration under the Securities Act or (b) any applicable law other than those of the United States, the Corporation may restrict the transfer of such Shares and may legend the stock certificates representing such shares in such manner as it deems advisable to ensure the availability of such exemption.

10.4 Restrictions on Common Stock. The Board or Administrator may impose such conditions on any shares of the Common Stock issuable under this Plan as it may deem to be advisable, including, without limitation, restrictions under (a) the Securities Act, (b) the requirements of the stock exchange upon which any shares the same class are then listed, (c) any blue sky or other securities laws applicable to such shares and (d) any shareholders agreement then in effect.

10.5 Legends of the Common Stock. The Corporation reserves the right to legend any certificate for shares of Common Stock that conditions sales of such shares upon compliance with applicable federal and state securities laws and regulations. The Participant consents to the placement of a legend or legends on any certificate for shares of Common Stock, which legend or legends may include the legends specified in a shareholders agreement (or substantially similar provisions).

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10.6 No Corporation Liability. The Corporation shall have no liability to a Participant if the Fair Market Value of Shares decreases between the date on which the Award is granted or vests or the Participant first attempts to exercise the Participant’s Award and the date on which the Corporation issues, transfers, or otherwise delivers such Shares in settlement therefor. In addition, the Corporation shall have no liability in respect of any Award that expires prior to exercise or settlement or that are cancelled or otherwise forfeited pursuant to the terms of this Plan or the applicable Award Agreement.

11. Delivery of and Restrictions on Transfer of Shares

11.1 Delivery of Shares. Except as may otherwise be determined by the Board or Administrator:

(a) the Shares (i) will be evidenced by a physical certificate retained by the Corporation or such escrow agent as the Corporation may appoint until the Shares have vested, or (ii) if the Administrator or Board so elects, will be delivered to the Participant in book entry form by causing the Shares to be credited to the Participant’s account either in the records of the Corporation, or at such brokerage firm as may be designated by the Corporation to assist in the administration of the Plan (the “Broker”);

(b) when Shares are delivered in book-entry form, such delivery as well as all subsequent transfers and other matters relating to the Shares will be subject, in addition to all other provisions hereof, to the rules and requirements imposed by the Broker, if applicable, and such administrative rules and requirements as may be imposed by the Corporation; and

(c) in addition to any legends permitted or required under Article 10, each certificate and each book entry relating to Shares may be subject to such stop-transfer orders and other restrictions and bear such other legends as the Corporation may deem convenient, expedient, necessary, or appropriate relating to the restrictions under this Plan, any applicable shareholders agreements, or the applicable Award Agreement, as applicable, applicable securities, tax or other laws or applicable rules of any securities exchange or market.

Prior to vesting and payment of any applicable loans, the Shares will be subject to stop transfer instructions as may be given by the Corporation to the Broker and the transfer agent, if applicable, for the Shares. Upon vesting of any Shares, such stop transfer instructions will be terminated (except to the extent that any Shares may be subject to loans or sold to satisfy applicable withholding requirements). Upon forfeiture of any Shares, the Broker and such transfer agent will be instructed to, or the Corporation shall, as applicable, debit such Shares from such account and return them to the Corporation.

(d) Representation Regarding Acquisition of Shares. Unless and until a registration statement with respect to the sale, issue, or transfer of the Shares under the Securities Act and all other applicable laws has been filed and declared effective, each Participant will be required to make representations regarding Shares acquired pursuant to an Award, which representations shall be set forth in the applicable Award Agreement, exercise notice or joinder agreement. Participant will be required to enter into a joinder agreement pursuant to which he will become subject to any shareholders agreement then in effect. Any such shareholders agreement may contain limitations on rights and obligations of the Participant as a shareholder of the Corporation.

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11.2 Transfer of Shares. A Participant may not transfer the Shares acquired under the Plan if such transfer would violate any shareholders agreement then in effect.

11.3 Corporation Repurchase Right.

(a) Upon the termination of a Participant’s employment or service with the Corporation for any reason, the Corporation shall have the right, but not the obligation, until the first anniversary of the termination of the Participant’s employment or service to repurchase some or all of the vested Shares and/or the vested Options from the Participant, the Participant’s estate (in the case of the Participant’s death), or any permitted transferee of such vested Shares and/or vested Options (a “Permitted Transferee”), if applicable (the “Call Right”).

(b) When exercising its Call Right following the termination of a Participant’s employment by the Corporation or any Subsidiary for Cause or by the Participant (other than due to the death or Disability of the Participant), the Corporation shall pay an amount per Share purchased pursuant to the Call Right equal to the lesser of: (1) the price per Share paid by the Participant for such Shares, or (2) the Specified Value (as defined below). When exercising its Call Right following a termination of the Participant’s employment or service due to the Participant’s death or Disability or by the Corporation without Cause, the Corporation shall pay the Specified Value per Share purchased pursuant to the Call Right. For the avoidance of doubt, if the Participant did not pay for the Participant’s Shares and if the Corporation exercises its Call Right, then the amount per Share to be paid by the Corporation shall be the Specified Value per Share. For purposes of this Section 11.3, “Specified Value” shall mean the Fair Market Value as of the date of termination of the Participant’s employment or the date of the exercise of the Call Right, as applicable, whichever is less. Notwithstanding the foregoing, the Corporation may defer under Section 11.3(c) the amount, if any, that it shall be obligated to pay under this Section 11.3(b) in excess of $100,000 per fiscal year in the aggregate to the Participant.

(c) Notwithstanding anything in Section 11.3(a) or Section 11.3(b) to the contrary, the Corporation shall not be obligated to repurchase any of the Shares from the Participant, or from the estate of the Participant, and may defer such repurchase, if there exists and is continuing a default or an event of default on the part of the Corporation or under any guarantee or other agreement under which the Corporation or any of its Subsidiaries has borrowed money or if such repurchase would constitute a breach of, or result in a default or an event of default on the part of the Corporation or any of its Subsidiaries under, any such guarantee or agreement, or if the repurchase would not be permitted under any applicable laws. If the Corporation elects to exercise its Call Right, but is generally unable to pay for such Shares in accordance with the preceding sentence, the Corporation shall pay the Participant for such Shares as soon as possible, with interest at the federal short-term interest rate in effect on the first day of the month of exercise of the Call Right, to be recalculated on the first day of each month thereafter until all payments due are made.

(d) The Corporation may exercise its Call Right under this Section 11.3 by giving written notice thereof to the Participant (or his or her estate, if applicable). Upon delivery (or promptly following delivery) of such notice of exercise of the Call Right, the Corporation shall deliver to the Participant (or his or her estate, if applicable) a calculation of the purchase price therefor determined in accordance with Section 11.3(b). The consummation of the repurchase, to the extent such repurchase would require the delivery of payment to the Participant, shall take place at the principal offices of the Corporation on the tenth (10^th) business day following the delivery of the calculation of the purchase price (or at such other time and/or place as the Corporation and the Participant (or such estate) shall agree).

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(e) Nothing in this Section 11.3 shall in any way restrict the operation of the Corporation’s Certificate of Incorporation or Bylaws (each as amended from time to time) or the operation of any shareholders agreement in effect from time to time.

11.4 Conflict with Agreements. The provisions of this Article 11 are intended to be in addition to, and not in conflict with the rights and restrictions in any Award Agreement and any shareholders agreement. To the extent there is a conflict between the terms of this Article 11 and any of the rights or restrictions in an Award Agreement, the terms of this Article 11 shall prevail, notwithstanding any other provisions of such Award Agreement. To the extent there is a conflict between the terms of this Article 11 and any of the rights or restrictions in any shareholders agreement, the terms that are more favorable to the Corporation shall prevail.

12. Change in Control

12.1 Modification Generally. In addition to the adjustments under Section 3.3, the Board may prescribe, in its sole discretion, additional provisions relating to the effect of a Change in Control or a Corporate Event on an Award. Such provisions need not be incorporated into the Award Agreement and may include: (a) acceleration of the vesting and exercisability of any Award; (b) extension of time periods for satisfying vesting or transferability conditions with respect to, or exercising or realizing payments, rights, benefits or gains from, any Award; (c) elimination or modification of conditions related to vesting, transferability, or exercisability of or payments, rights, benefits, or gains under, any Award; (d) provision for the settlement of any Award for an equivalent value, as determined by the Board, in other securities, cash, or properties; (e) the cancellation of any or all outstanding Awards and the grant in substitution therefor of (i) new Awards covering the same or different numbers or kinds of securities and having an Exercise Price which may be the same as or different than the Exercise Price of the Awards being cancelled, or (ii) the right to receive a payment of cash or other property in an amount and at a time and form (in each case, consistent with the applicable requirements of Section 409A) as determined by the Board; (f) cancellation or forfeiture of any Awards, without substitution therefor, that are not vested as of the date of the Change in Control or Corporate Event (e.g., if there is no acceleration of vesting upon a Change in Control or Corporate Event under the terms of the Award Agreement) without consideration; and (g) the amendment of the other terms and conditions of any and all outstanding Awards; provided, however, that no such action under clause (f) shall materially and adversely affect the rights or benefits of a Participant, considered as a whole, under any outstanding Award without the consent of such Participant.

12.2 Cash-Out. Upon a Change in Control or a Corporate Event, the Board may take any one or more of the following actions with respect to any or all outstanding Awards, without the consent of any Participant: (a) require that outstanding Awards that are “in-the-money” be settled in cash in an amount equal to the amount by which they are “in-the-money”, as determined by the Board, which amount may be equal or lesser, but not materially lesser, than any amounts shareholders of the Corporation may be entitled to receive for their shares of Common Stock, or other equity interests in the Corporation to which Common Stock may have been converted, in connection with the Change in Control or Corporate Event; (b) require that Participants surrender, at the closing of such Change in Control or Corporate Event, their outstanding Awards that are “in-the-money” in exchange for a settlement upon or following the Change in Control or Corporate Event or at such later time as shareholders of the Corporation are entitled to receive consideration for their shares of Common Stock or other equity interests in connection with the Change in Control or Corporate Event, as determined by the Board; and (c) cancel any or all Awards that are not “in the money” without consideration. Such surrender, settlement, and cancellation shall take place as of the date of the Change in Control or the Corporate Event, or such other date as the Board may specify. For purposes of this Section 12.2, “in-the-money” means that the Fair Market Value of a Share subject to an Option, as of the date of the Change in Control or Corporate Event, as applicable, is greater than the Exercise Price per Share.

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13. Miscellaneous and General Award Provisions

13.1 Conflict with Agreements. The provisions of this Plan are intended to be in addition to, and not in conflict with, the rights and restrictions in any Award Agreement and any shareholders agreement. To the extent there is a conflict between the terms of this Plan and any of the rights or restrictions in an Award Agreement, the terms of this Plan shall prevail, notwithstanding any other provisions of such Award Agreement. To the extent there is a conflict between the terms of this Plan and any shareholders agreement, the terms of the shareholders agreement shall prevail.

13.2 Forfeiture Events. Unless otherwise provided in an Award Agreement, a Participant’s rights, payments, gains and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture and recoupment upon the occurrence of specified events, in addition to any otherwise applicable continued employment or performance conditions. Such events include termination of employment for Cause, violation of material policies, breach of noncompetition, confidentiality or other restrictive covenants, and engagement in activities which have been, are or would reasonably be expected to be, detrimental to the interests of the Corporation, as determined in the sole and good faith judgment of the Board.

13.3 No Assignment or Transfer; Beneficiaries. Unless otherwise prescribed or approved by the Board or Administrator, Awards shall not be transferable, except by will or by the laws of descent and distribution and, during the lifetime of a Participant, Awards shall be exercised only by the applicable Participant or by his or her guardian or legal representative. Each Participant shall have the right to designate a beneficiary or beneficiaries, in a form acceptable to the Corporation, who shall be entitled to take any action, make any election and receive any rights, payments, benefits, or gains under an applicable Award following such Participant’s death.

13.4 Deferrals of Payment. Notwithstanding anything contained herein to the contrary, the Board may permit, in its sole discretion, a Participant to defer the receipt of payment or delivery of cash, securities, rights, or other property that would otherwise be due to such Participant by virtue of the exercise of or the satisfaction of vesting or other conditions or restrictions with respect to an Award. If any such deferral is to be permitted, the Board shall establish the rules and procedures relating to such deferral, including the period of time in advance of payment or delivery when an election to defer is required to be made, the time period of the deferral, the events that would result in payment or delivery of the deferred amount, the interest or other earnings attributable to the deferred amount, and the method of funding (if any) attributable to the deferred amount. Any deferrals made pursuant to this Section 13.4 shall be made in a manner and subject to terms and conditions so as to comply with Section 409A.

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13.5 Rights as Shareholder. Except as otherwise provided in this Plan or in any Award Agreement, no Participant shall have any rights (including rights with respect to voting, dividends or distributions) with respect to any securities underlying an Award until the date such Participant becomes the holder of record of such securities.

13.6 Employment or Service. Nothing in this Plan, in the grant of any Award or in any Award Agreement shall confer upon any Eligible Person or Participant the right to continue in any capacity in which such Person is employed by, or otherwise serves, the Corporation and shall not interfere in any way with any right that the Corporation would otherwise have to terminate such Person’s employment or other service at any time.

13.7 Tax Withholding. All Awards under this Plan shall be subject to applicable withholding requirements for federal, state and local taxes and other governmental charges, including, without limitation, unemployment (including FUTA), social security, Medicare (including FICA) and income taxes. The Participant or other Person exercising Awards shall be responsible for payment of any taxes or similar charges required by law to be withheld from an Award or securities, cash, rights, or other property paid or delivered in settlement of an Award. Payment shall be made in cash or by check; provided, the Administrator may, in its sole discretion granted in advance, pay such amount to the appropriate governmental authorities and accept from the Participant or other Person exercising Awards payment to it (a) in Shares acceptable to the Board, valued at the Fair Market Value of such Shares on the applicable date, (b) by deduction from the settlement of the applicable Award, (c) by a combination of the methods described above, or (d) by such other method as may be approved by the Administrator. The Corporation may, and is hereby authorized to, at its election (i) require that the Participant or other Person receiving or exercising Awards, or receiving Shares or cash or other property in settlement of Awards, pay to the Corporation, (ii) deduct from other compensation, including wages, to be paid by the Corporation to the Participant, or (iii) withhold from any Shares or cash or other property deliverable under this Plan in settlement of an Award, in each case, the amount of any federal, state, or local taxes that the Corporation is required to withhold with respect to such Awards.

13.8 Unfunded Plan. This Plan shall be unfunded. Neither the adoption of this Plan nor the setting aside of securities, cash, rights, or other property by the Corporation with which to discharge its obligations hereunder shall be deemed to create a trust or other funded arrangement. Neither the Corporation nor any other Person shall be required to establish any special or separate fund or to make any other segregation of assets to assure the settlement of any Awards under this Plan. The benefits provided under this Plan shall be general unsecured obligations of the Corporation payable solely from the general assets of the Corporation, and neither a Participant nor such Participant’s beneficiaries or estate shall have any interest in any assets of the Corporation by virtue of this Plan, except as a general unsecured creditor of the Corporation. The Corporation shall have the right to implement or set aside securities, cash, rights, or other property in a grantor trust, subject to the claims of the Corporation’s creditors, to discharge its obligations under this Plan.

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13.9 Other Compensation and Benefit Plans. The adoption of this Plan shall not affect any other stock incentive or other compensation plans of the Corporation and shall not preclude the Corporation from establishing any other forms of stock incentive or other compensation for Employees, Non-Employee Directors, or other Persons. The amount of any compensation deemed to be received by a Participant pursuant to an Award shall not constitute compensation with respect to which any other benefits of such Participant are determined, including benefits under any bonus, pension, profit sharing, life insurance or salary continuation plan, except as otherwise specifically provided by the terms of such plan. The Plan shall not entitle Participants to any future compensation. The Plan is not an element of the Employees’ base salary or base compensation and shall not be considered as part of such in the event of severance, redundancy, or resignation. The Corporation has no obligation to offer incentive plans to Participants in the future, and the Plan shall be effective only for the time period specified in the Plan and shall not be deemed to renew year over year and there is no obligation for uniformity of treatment of Employees or Participants under the Plan. The Participant understands and accepts that grants made under the Plan are entirely at the sole discretion of the Corporation. Specifically, the Corporation assumes no obligation to the Participant under this Plan with respect to any doctrine or principle of acquired rights or similar concept. Subject to the provisions of the Plan, the Corporation may amend or terminate the Plan or discontinue the grant of Awards under the Plan at any time, at its sole discretion and without advance notice.

13.10 Construction and Interpretation. Whenever used herein, nouns in the singular shall include the plural, and the masculine pronoun shall include the feminine gender. Whenever used herein, the word “including” shall be deemed to be followed by the phrase “without limitation.” Headings of Sections hereof are inserted for convenience of reference and constitute no part of this Plan.

13.11 Severability. If any provision of this Plan or any Award becomes, or is deemed by the Administrator or Board to be, invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify this Plan or any Award under any law deemed applicable by the Administrator or Board, such provision shall be construed or deemed amended to conform to the applicable laws or, if it cannot be so construed or deemed amended without, in the determination of the Administrator or Board, materially altering the intent of this Plan or such Award, such provision shall be stricken as to such jurisdiction, Person, or Award and the remainder of this Plan and such Award shall remain in full force and effect.

13.12 GOVERNING LAW. THE VALIDITY AND CONSTRUCTION OF THIS PLAN AND OF THE AWARD AGREEMENTS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.

13.13 Submission to Jurisdiction; Waiver of Jury Trial. By accepting an Award, each Participant irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Florida and of the United States of America, in each case located in the State of Florida, for any action arising out of or relating to the Plan (and agrees not to commence any litigation relating thereto except in such courts), and further agrees that service of any process, summons, notice, or document by U.S. registered mail to the address contained in the records of the Corporation shall be effective service of process for any litigation brought against it in any such court. By accepting an Award, each Participant irrevocably and unconditionally waives any objection to the laying of venue of any litigation arising out of Plan or Award hereunder in the courts of the State of Florida or the United States of America, in each case located in Collier County, Florida, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such litigation brought in any such court has been brought in an inconvenient forum. By accepting an Award, each Participant irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any litigation arising out of or relating to the Plan or any Award hereunder.

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13.14 Fractional Shares. No fractional Shares or any Award in an amount less than one Share shall be delivered pursuant to this Plan, and the Board shall determine whether cash, other securities, or other property shall be paid or delivered in lieu of any fractional Shares less than one Share or whether such fractional Shares less than one Share or any rights thereto shall be canceled, terminated, or otherwise eliminated.

13.15 Section 409A.

(a) It is the intention of the Corporation that no Award be subject to the additional tax imposed by Section 409A, and to the extent that there are any ambiguities herein, this Plan shall be interpreted and administered accordingly. Notwithstanding anything herein to the contrary, the Administrator or Board may amend the terms of the Plan and any Award, in order to cure any potential defects under Section 409A, in a manner deemed appropriate by the Administrator or Board without the consent of the Participant, including, without limitation, any such actions intended to (i) exempt this Plan and/or any Award from the application of Section 409A, and/or (ii) comply with the requirements of Section 409A, including, without limitation, any such regulations, guidance, compliance programs, and other interpretative authority that may be issued after the date of grant of any Award. The Corporation makes no representations or warranties as to the tax treatment of any Award under Section 409A or otherwise. The Corporation shall have no obligation under this Section 13.15 or otherwise to take any action (whether or not described herein) to avoid the imposition of taxes, penalties or interest under Section 409A with respect to any Award and shall have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute non-compliant, “nonqualified deferred compensation” subject to the imposition of taxes, penalties and/or interest under Section 409A.

(b) Separation from Service. With respect to any Award that constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement of such Award that is to be made upon a termination of a Participant’s relationship as a service provider to the Corporation shall, to the extent necessary to avoid the imposition of taxes under Section 409A, be made only upon the Participant’s “separation from service” (within the meaning of Section 409A), whether such “separation from service” occurs upon or subsequent to the termination of the Participant’s relationship with the Corporation. For purposes of any such provision of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”

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(c) Payments to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified deferred compensation” that are otherwise required to be made under an Award to a “specified employee” (as defined under Section 409A and determined by the administrator of the Plan) as a result of his or her “separation from service” shall, to the extent necessary to avoid the imposition of taxes under Code Section 409A(a)(2)(B)(i), be delayed until the expiration of the six-month period immediately following such “separation from service” (or, if earlier, until the date of death of the specified employee) and shall instead be paid (in a manner set forth in the Award agreement) on the day that immediately follows the end of such six-month period or as soon as administratively practicable thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award that are, by their terms, payable more than six months following the Participant’s “separation from service” shall be paid at the time or times such payments are otherwise scheduled to be made.

13.16 Assignment/Assumption. The obligations of the Corporation under the Plan may be transferred or assigned and shall be binding upon any successor corporation or organization resulting from the merger, consolidation, or other reorganization of the Corporation, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Corporation. This Plan shall be binding upon the Participant and the Participant’s beneficiaries, estate (which includes his executor or administrator), and Permitted Transferees.

13.17 Data Privacy. As a condition of receipt of any Award, each Participant explicitly and unambiguously consents to the collection, use, and transfer, in electronic or other form, of personal data as described in this paragraph by and among, as applicable, the Corporation and its Subsidiaries and affiliates for the exclusive purpose of implementing, administering, and managing the Participant’s participation in the Plan. The Corporation and its subsidiaries and affiliates may hold certain personal information about a Participant, including, but not limited to, the Participant’s name, home address, and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title(s), any shares of stock held in the Corporation or any of its Subsidiaries and affiliates, details of all Awards, in each case, for the purpose of implementing, managing, and administering the Plan and Awards (the “Data”). The Corporation, its Subsidiaries, and affiliates may transfer the Data amongst themselves as necessary for the purpose of implementation, administration, and management of a Participant’s participation in the Plan, and the Corporation, its Subsidiaries, and affiliates may each further transfer the Data to any third parties assisting the Corporation in the implementation, administration, and management of the Plan. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country. Through acceptance of an Award, each Participant authorizes such recipients to receive, possess, use, retain, and transfer the Data, in electronic or other form, for the purposes of implementing, administering, and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Corporation or the Participant may elect to deposit any shares of Common Stock. The Data related to a Participant will be held only as long as is necessary to implement, administer, and manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data held by the Corporation with respect to such Participant, request additional information about the storage and processing of the Data with respect to such Participant, recommend any necessary corrections to the Data with respect to the Participant or refuse or withdraw the consents herein in writing, in any case without cost, by contacting his or her local human resources representative. The Corporation may cancel Participant’s ability to participate in the Plan and, in the discretion of the Administrator, the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws his or her consents as described herein. For more information on the consequences of refusal to consent or withdrawal of consent, Participants may contact their local human resources representative.

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13.18 Compliance with Law. This Plan, the Awards granted hereunder and the obligations of the Corporation under this Plan and corresponding Award Agreements shall be subject to all applicable laws and to approvals by any governmental or regulatory agency that may be required. Notwithstanding anything contained herein or in any Award Agreement to the contrary, the Administrator or Board may revoke any Award if it is contrary to applicable law or modify an Award to bring it into compliance with applicable law or within the provisions of this Plan. The Board may agree to limit its authority under this Section.

13.19 Limitations on Liability.  Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, other employee or agent of the Corporation will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, nor will such individual be personally liable with respect to the Plan because of any contract or other instrument he or she executes in his or her capacity as an administrator, director, officer, other employee or agent of the Corporation.  The Corporation will indemnify and hold harmless each director, officer, other employee, and agent of the Corporation to whom any duty or power relating to the administration or interpretation of the Plan has been or will be granted or delegated, against any cost or expense (including attorneys’ fees and costs) or liability (including any sum paid in settlement of a claim with the Administrator’s approval) arising out of any act or omission to act concerning this Plan unless arising out of such person’s own fraud or bad faith. 

14. Effective Date, Termination and Amendment

14.1 Effective Date: Shareholder Approval. This Plan shall become effective as of the Effective Date following approval of this Plan by the Board; provided that no Award granted hereunder shall be an Incentive Stock Option unless the shareholders of the Corporation approve the Plan within 12 months of such date.

14.2 Termination. The authority to grant new Awards under this Plan shall terminate on the date immediately preceding the tenth anniversary of the Effective Date. The Board may at any earlier date terminate the Plan. No termination of this Plan shall adversely affect any outstanding Award theretofore granted, without the consent of the applicable Participant or his or her estate, beneficiary or Permitted Transferee.

14.3 Amendment. The Board may, at any time and from time to time and in any respect, amend or modify the Plan; provided, however, that any such amendment or modification shall not apply to any outstanding Awards if such amendment materially and adversely affects such Award in a manner not permitted under the Plan as in effect prior to such amendment without the consent of the Participant holding such Award; and provided, further, that the Board may seek the approval of any amendment or modification by the shareholders to the extent that it deems necessary or advisable for purposes of compliance with the Code, the requirements of any securities market on which the Common Stock is then registered, or any other purpose. The Board may amend any Award Agreement at any time to the extent provided in this Plan or the particular Award Agreement. The authority of the Board to take any action (other than grant new Awards) hereunder shall continue after the authority for grant of new Awards hereunder has been exhausted or terminated.

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EX1A-6 MAT CTRCT

Exhibit 6.11

MANAGEMENT SERVICES AGREEMENT

This Management Services Agreement (this “Agreement”) is entered into effective as of February 1, 2020 (the “Effective Date”), by and between REMEMBRANCE GROUP, INC., a Delaware corporation (the “Company”), and LITTLEBANC ADVISORS LLC, a Florida limited liability company (“Littlebanc”).

RECITALS

A. The Company has determined that it would be in its best interests to appoint Littlebanc to perform the Services described in this Agreement and has agreed to appoint Littlebanc to perform such Services.

B. Littlebanc has agreed to perform the Services described in this Agreement on the terms and subject to the conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Except as otherwise noted, for all purposes of this Agreement, the following terms shall have the respective meanings set forth in this Section 1.1:

“Affiliate” means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by, or under common control with such Person; or (ii) any officer, director, shareholder, general partner, limited partner, manager, member, or trustee of such Person. For purposes of this definition, the terms “controlling,” “controlled by,” or “under common control with” shall mean, with respect to any Person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise, or the power to elect at least 50% of the directors, managers, general partners, or Persons exercising similar authority with respect to such Person.

“Agreement” has the meaning set forth in the preamble of this Agreement.

“Board of Directors” means, with respect to the Company, the Board of Directors of the Company, or any committee thereof that has been duly authorized by the Board of Directors to make a decision on the matter in question or bind the Company as to the matter in question.

“Business Day” means any day other than a Saturday, Sunday, or other day on which banks in Naples, Florida are required, permitted, or authorized, by applicable law or executive order, to be closed for regular banking business.

“Chief Executive Officer” means the Chief Executive Officer of the Company, including any interim Chief Executive Officer.

“Company” has the meaning set forth in the preamble of this Agreement.

“Company Officers” means the Chief Executive Officer, Treasurer, Vice President of Operations, Controller, and any other officer of the Company appointed by the Board of Directors of the Company on or after the Effective Date.

“EBITDA” means earnings before interest, tax, depreciation, and amortization.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Federal Securities Laws” means, collectively, the Securities Act, the Exchange Act, and the rules and regulations promulgated thereunder.

“Fiscal Quarter” means the Company’s fiscal quarter.

“GAAP” means generally accepted accounting principles in effect in the United States, consistently

applied.

“Incur” means, with respect to any Indebtedness or other obligation of a Person, to create, issue, acquire (by conversion, exchange, or otherwise), assume, suffer, guarantee, or otherwise become liable in respect of such Indebtedness or other obligation.

“Indebtedness” means, with respect to any Person, (i) any liability for borrowed money, or under any reimbursement obligation relating to a letter of credit; (ii) all indebtedness (including bonds, notes, debentures, purchase money obligations, or similar instrument) for the acquisition of any businesses, properties, or assets of any kind (other than property, including inventory, and services purchased, trade payables, other expenses accruals and deferred compensation items arising in the Ordinary Course of Business); (iii) all obligations under leases that have been or should be, in accordance with GAAP, recorded as capital leases; (iv) any liabilities of others described in the preceding clauses (i), (ii), and (iii) of this definition that such the Person has guaranteed or that is otherwise its legal liability; and (v) without duplication of the foregoing, any amendment, supplement, modification, deferral, renewal, extension, or refunding of any liability of the types referred to in clauses (i) through (iv) above.

“Indemnified Parties” has the meaning set forth in Article IX hereof.

“Investment Advisers Act” means the Investment Advisers Act of 1940, as amended.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Losses” has the meaning set forth in Article IX hereof.

“Management Fee” has the meaning set forth in Section 7.1 hereof.

“Management Fee Payment Date” has the meaning set forth in Section 7.1 hereof.

“Littlebanc” has the meaning set forth in the preamble of this Agreement.

“Ordinary Course of Business” means, with respect to any Person, an action taken by such Person if such action is: (i) consistent with the past practices of such Person and is taken in the normal day-to-day business or operations of such Person; and (ii) not required to be specifically authorized or approved by the board of directors, board of managers, or similar governing body or individual of such Person.

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“Person” means any individual, partnership (whether general or limited), limited liability company, corporation, trust, estate, association, nominee, or other entity.

“Securities Act” means the Securities Act of 1933, as amended.

“Services” has the meaning set forth in Section 3.1(b) hereof.

“Subsidiary” means, with respect to any Person, any corporation, partnership, joint venture, limited liability company, association, or other Person in which such Person owns, directly or indirectly, more than 50% of the outstanding voting equity securities or interests, the holders of which are generally entitled to vote for the election of the board of directors, board of managers, or other governing body of such Person.

ARTICLE II

APPOINTMENT OF LITTLEBANC

Section 2.1 Appointment. The Company hereby agrees to, and hereby does, appoint Littlebanc to perform the Services as set forth in Section 3.1 and in accordance with the terms of this Agreement.

Section 2.2 Term. Littlebanc shall provide the Services to the Company from the Effective Date until the termination of this Agreement in accordance with Article VIII hereof.

ARTICLE III

OBLIGATIONS OF THE PARTIES

Section 3.1 Obligations of Littlebanc.

(a) Subject to the oversight and supervision of the Board of Directors of the Company and the terms and conditions of this Agreement, during the term of this Agreement, Littlebanc shall perform the Services set forth in Section 3.1(b).

(b) Subject to Article VII, Littlebanc agrees and covenants that it shall perform the following services (as may be modified from time to time pursuant to Section 3.4, collectively, the “Services”):

(i) identify, evaluate, manage, perform due diligence on, negotiate, and oversee the acquisitions of target businesses and other assets by the Company or any of its Affiliates or Subsidiaries; provided, however, that Littlebanc shall not advise whether or not such acquisitions shall be structured as asset acquisitions or the acquisition of securities or otherwise and all such determinations will be made by the Company based on legal, tax, and other considerations and the advice of the Company’s accounting, legal, and other advisors;

(ii) evaluate, manage, negotiate, and oversee the disposition of all or any part of the property or assets of the Company or any of its Affiliates or Subsidiaries, including dispositions of all or any part of the Company’s Affiliates or Subsidiaries; provided, however, that Littlebanc shall not advise whether or not such dispositions shall be structured as asset sales or the sales of securities or otherwise and all such determinations will be made by the Company based on legal, tax, and other considerations and the advice of the Company’s accounting, legal, and other advisors;

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(iii) identifying, structuring, negotiating, and obtaining bank, institutional, and other sources of debt financing for the benefit of the Company and its Affiliates and Subsidiaries;

(iv) providing advice in connection with the structuring and negotiation of agreements, contracts, documents, and instruments in the Ordinary Course of Business of the Company and its Affiliates and Subsidiaries unrelated to acquisitions and dispositions;

(v) reviewing the provision of services by the Company’s independent accountants, including, but not limited to, the examination by such accountants of financial records and statements of the Company and its Affiliates and Subsidiaries and coordinating the preparation of all required federal, state, and local tax returns;

(vi) providing such assistance to the Company, its Affiliates and Subsidiaries, and their counsel and auditors as may be generally required to properly carry on the business and operations of the Company and its Affiliates and Subsidiaries;

(vii) consulting with the independent accountants and legal counsel of the Company and its Affiliates and Subsidiaries as may be necessary in connection with Littlebanc’s activities hereunder;

(viii) providing advice in connection with any merger, restructuring, recapitalization, share exchange, combination, or change of control transactions involving the Company or any of its Affiliates or Subsidiaries;

(ix) providing management and financial planning, including advice on utilization of assets and financial, managerial, and operational advice in connection with the business of the Company and its Affiliates and Subsidiaries;

(x) evaluating the financial and operational performance of the Company or any of its Affiliates or Subsidiaries, including monitoring the business and operations thereof; and

(xi) providing other general business advice to the Company and its Affiliates and Subsidiaries.

The foregoing Services shall include, but are not limited to, the following: (1) recommending to the Company’s Board of Directors (x) the entry into credit facilities or other credit arrangements, structured financings, or other capital market transactions to the extent consistent with this Agreement, and (y) changes or other modifications in the capital structure of the Company, including repurchases; (2) recommending to the Company’s Board of Directors the engagement of or, if approval is not otherwise required hereunder, engaging agents, consultants, or other third party service providers to the Company, including accountants, lawyers, registered investment advisers, or experts, in each case, as may be necessary by the Company from time to time; (3) managing or overseeing litigation, administrative or regulatory proceedings, investigations, or any other reviews of the Company’s business or operations that may arise in the Ordinary Course of Business or otherwise, subject to the approval of the Company’s Board of Directors, to the extent necessary in connection with the settlement, compromise, consent to the entry of an order or judgment, or other agreement resolving any of the foregoing; (4) establishing and maintaining appropriate insurance policies with respect to the Company’s business and operations; and (5) recommending to the Company’s Board of Directors the payment of dividends or other distributions on the equity interests of the Company.

(c) In connection with the performance of the Services under this Agreement, Littlebanc shall have all necessary power and authority to perform, or cause to be performed, such Services on behalf of the Company.

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(d) In connection with the performance of its obligations under this Agreement, Littlebanc is not permitted to, and nothing in this Agreement shall require Littlebanc to, engage in any activities that would cause it to become an “investment adviser” as defined in Section 202(a)(11) of the Investment Advisers Act, or any successor provision thereto. It is expressly acknowledged and agreed by the Company that Littlebanc shall not advise the Company as to the value of securities or as to the advisability of investing in, purchasing, or selling securities.

(e) While Littlebanc is providing the Services under this Agreement, Littlebanc shall also be permitted to provide services, including services similar to the Services covered hereby, to any other Persons. This Agreement and Littlebanc’s obligation to provide the Services under this Agreement shall not create an exclusive relationship between Littlebanc and its Affiliates, on the one hand, and the Company and its Affiliates and Subsidiaries, on the other hand.

Section 3.2 Obligations of the Company.

(a) The Company shall do all things reasonably necessary on its part as requested by Littlebanc consistent with the terms of this Agreement to enable Littlebanc to fulfill its obligations under this Agreement.

(b) The Company shall take reasonable steps to ensure that: (i) its officers and employees act in accordance with the terms of this Agreement and the reasonable directions of Littlebanc in fulfilling Littlebanc’s obligations hereunder and allowing Littlebanc to exercise its powers and rights hereunder; and (ii) the Company provides to Littlebanc all reports (including monthly management reports and all other relevant reports) that Littlebanc may reasonably request and on such dates as Littlebanc may reasonably request.

(c) The Company agrees that, in connection with the performance by Littlebanc of its obligations hereunder, Littlebanc may recommend to the Company, and may engage in, transactions with any of Littlebanc’s Affiliates; provided, however, that any such transactions shall be subject to the authorization and approval of the Company’s Board of Directors.

(d) The Company shall take any and all actions necessary to ensure that it does not become an “investment company,” as defined in Section 3(a)(l) of the Investment Company Act, or any successor provision thereto.

Section 3.3 Acquisition and Disposition Opportunities.

(a) During the term of this Agreement, Littlebanc shall review and make recommendations to the Company’s Board of Directors regarding acquisition and disposition opportunities; provided, however, that Littlebanc shall not advise the Company as to whether or not such acquisitions or dispositions shall be structured as asset acquisitions or dispositions or as acquisitions or dispositions of securities or otherwise, and all such determinations will be made by the Company based on legal, tax, and other considerations and the advice of the Company’s accounting, legal, and other advisors. In the event that any such opportunity is not originated by Littlebanc, the Company’s Board of Directors shall seek a recommendation from Littlebanc prior to making any decision concerning such opportunity.

(b) In the case of any acquisition or disposition opportunity that involves an Affiliate of Littlebanc or the Company, the Company’s Board of Directors shall be required to authorize and approve such transaction.

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(c) Littlebanc shall review each acquisition or disposition opportunity presented to Littlebanc to determine, in its sole discretion, if such acquisition or disposition opportunity satisfies the Company’s acquisition criteria, as established by the Company’s Board of Directors from time to time. If Littlebanc determines, in its sole discretion, that such an opportunity satisfies such criteria, Littlebanc shall refer such opportunity to the Company’s Board of Directors for its authorization and approval prior to any consummation thereof.

(d) In the event that an acquisition opportunity is referred to the Company’s Board of Directors by Littlebanc and the Company’s Board of Directors determines not to promptly pursue such opportunity in whole or in part, any part of such opportunity that the Company does not promptly pursue may be pursued by Littlebanc or may be referred by Littlebanc to any Person, including Affiliates of Littlebanc, in the sole discretion of Littlebanc.

Section 3.4 Change of Services.

(a) The Company and Littlebanc shall have the right at any time during the term of this Agreement to change the Services provided by Littlebanc and such changes shall in no way otherwise affect the rights or obligations of any party hereunder.

(b) Any change in the Services shall be authorized in writing and evidenced by an amendment to this Agreement, as provided in Section 12.9. Unless otherwise agreed in writing, the provisions of this Agreement shall apply to all changes in the Services.

ARTICLE IV

POWERS OF LITTLEBANC

Section 4.1 Powers of Littlebanc.

(a) Littlebanc shall have no power to enter into any contract for or on behalf of the Company or otherwise subject it to any obligation, and such powers shall be the sole right and obligation of the Company, acting through its Board of Directors and/or the Company Officers.

(b) Subject to Section 4.2 and for purposes other than to delegate its duties and powers to perform the Services, Littlebanc shall have the power to engage any agents (including, but not limited to, real estate agents and managing agents), valuation consultants, appraisers, business brokers, contractors and advisors (including accounting, financial, tax, and legal advisors) that it deems necessary or desirable in connection with the performance of its obligations hereunder, which costs therefor shall be subject to reimbursement in accordance with Section 7.2 hereto.

Section 4.2 Delegation. Littlebanc may delegate or appoint: (a) any of its Affiliates as its agent, at its own cost and expense, to perform any or all of the Services hereunder; or (b) any other Person, whether or not an Affiliate of Littlebanc, as its agent, at its own cost and expense, to perform those Services which, in the sole discretion of Littlebanc, are not critical to the ability of Littlebanc to satisfy its obligations hereunder; provided, however, that, in each case, Littlebanc shall not be relieved of any of its obligations or duties owed to the Company hereunder as a result of such delegation. Littlebanc shall be permitted to share Company information with its appointed agents subject to appropriate and reasonable confidentiality arrangements. For the avoidance of doubt, any reference to Littlebanc herein shall include its delegates or appointees pursuant to this Section 4.2.

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Section 4.3 Littlebanc’s Obligations, Duties, and Powers Exclusive. The Company agrees that during the term of this Agreement, the obligations, duties, and powers imposed on and granted to Littlebanc under Article III and this Article IV are to be performed or held exclusively by Littlebanc or its delegates and the Company shall not retain or engage any other Person to perform any of the Services except in circumstances where it is necessary to do so to comply with applicable law or as otherwise agreed to or delegated, in accordance with Section 4.2 hereof, by Littlebanc in writing.

ARTICLE V

INSPECTION OF RECORDS

Section 5.1 Books and Records of the Company. At all reasonable times and on reasonable notice, Littlebanc and any Person authorized by Littlebanc shall have access to, and the right to inspect, for any reasonable purpose, during the term of this Agreement and for a period of five (5) years after termination of this Agreement, the books, records, and data stored in computers and all documentation of the Company pertaining to all Services performed by Littlebanc or the Management Fee to be paid by the Company to Littlebanc. There shall be no cost or expense charged by any party to another party pursuant to the exercise of rights under this Section 5.1.

ARTICLE VI

AUTHORITY OF THE COMPANY AND LITTLEBANC

Each party represents to the other that it is duly authorized with full power and authority to execute, deliver, and perform its obligations and duties under this Agreement. The Company represents that the engagement of Littlebanc has been duly authorized by the Board of Directors of the Company and is in accordance with all governing documents of the Company.

ARTICLE VII

MANAGEMENT FEE; OTHER CONSIDERATION; EXPENSES

Section 7.1 Management Fee.

(a) During the term of this Agreement, as payment to Littlebanc for performing the Services pursuant to this Agreement, the Company shall pay a quarterly management fee (the “Management Fee”) to Littlebanc in an amount equal to the greater of: (i) $150,000; or (ii) 5.00% of the EBITDA of the Company and its Subsidiaries and Affiliates for the most recently completed Fiscal Quarter. The Management Fee shall be paid quarterly in arrears on or before 15 days after the end of each Fiscal Quarter (each such date, a “Management Fee Payment Date”) beginning with the first full Fiscal Quarter after the initial closing of the Company’s Reg. A+ offering of Series A Preferred Stock (e.g., if the initial Reg. A+ closing is March 15, 2020, then the first full Fiscal Quarter would be the quarter ending June 30, 2020, and the first Management Fee Payment Date would be July 15, 2020). The Management Fee shall be paid in U.S. dollars by wire transfer in immediately available funds to an account or accounts designated by Littlebanc from time to time.

(b) Basis for Calculation of Management Fee. The calculation of the Management Fee shall be based on: (i) the Company’s audited consolidated financial statements to the extent available, (ii) if audited consolidated financial statements are not available, then the Company’s unaudited consolidated financial statements to the extent available, and (iii) if neither audited nor unaudited consolidated financial statements are available, then the Company’s books and records then available; provided, however, that, with respect to any calculation of the Management Fee based on the Company’s books and records, upon availability of the earlier of (x) the Company’s audited consolidated financial statements or (y) the Company’s unaudited consolidated financial statements, in each case, relating to amounts previously calculated by reference to the Company’s books and records, Littlebanc may elect to recalculate any Management Fees that were previously calculated based on the Company’s books and records; provided, further, that the amount so recalculated by Littlebanc shall be conclusive and binding on the parties hereto and no further recalculations shall be required or permitted except that a further recalculation shall be required and performed (A) upon a demonstration of clear error with respect to any prior calculation or recalculation, or (B) upon the restatement of the consolidated financial statements of the Company, or any amounts therein, underlying any prior calculation or recalculation, in each case, at any time..

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(c) Default Interest. If the Company does not timely pay the entire amount of the Management Fee due on any Management Fee Payment Date, the Management Fee (or portion thereof) that is not timely paid shall accrue simple interest at a rate of 8.00% per annum until the unpaid Management Fee (or portion thereof) and accrued and unpaid interest thereon are fully paid.

Section 7.2 Reimbursement of Expenses. The Company shall reimburse Littlebanc for all costs and expenses of the Company that are incurred by Littlebanc or its Affiliates on behalf of the Company, including all out-of-pocket costs and expenses incurred in connection with performing Services and all costs and expenses the reimbursement of which is specifically approved by the Board of Directors of the Company. Notwithstanding the foregoing or anything else to the contrary herein, none of the Company or any Subsidiary of the Company shall be obligated or responsible for reimbursing or otherwise paying for any costs or expenses relating to Littlebanc’s overhead or any other costs and expenses relating to Littlebanc’s conduct or maintenance of its business and operations as a provider of services. Any such reimbursement shall be made upon demand by Littlebanc in U.S. dollars by wire transfer in immediately available funds to an account or accounts designated by Littlebanc from time to time.

Section 7.3 Restricted Stock Award. During the term of this Agreement, Littlebanc shall be eligible to participate in the Remembrance Group, Inc. 2020 Equity Incentive Plan (the “2020 Equity Plan”) or any successor plan, subject to the terms of the 2020 Equity Plan or any successor plan, as determined by the Board in its discretion. Without limiting the generality of the foregoing, in consideration of Littlebanc entering into this Agreement and performing the Services for the Company, and as additional consideration in excess of the Management Fee and the Company’s reimbursement of expenses to Littlebanc, upon the initial closing of the Company’s Reg. A+ offering of Series A Preferred Stock, the Company shall grant an equity award to Littlebanc pursuant to the 2020 Equity Plan consisting of 1,250,065 shares of restricted Common Stock of the Company, par value $0.0001 per share, of which 25% shall vest on the one year anniversary of the grant date and the remaining 75% shall thereafter vest pro rata on a monthly basis until the fourth anniversary of the grant date. All other terms and conditions of such award shall be governed by the terms and conditions of the 2020 Equity Plan and an Award Agreement to be entered into by and between the Company and Littlebanc.

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ARTICLE VIII

TERMINATION; RESIGNATION AND REMOVAL OF LITTLEBANC

Section 8.1 Resignation by Littlebanc. Littlebanc may resign and terminate this Agreement at any time with 90 days’ prior written notice to the Company, which right shall not be contingent upon the finding of a replacement for Littlebanc. However, if Littlebanc resigns, until the date on which the resignation becomes effective, Littlebanc shall, upon request of the Company’s Board of Directors, use reasonable efforts to assist the Company’s Board of Directors to find a replacement for Littlebanc at no cost and expense to the Company.

Section 8.2 Removal of Littlebanc. The Company’s Board of Directors may terminate this Agreement and Littlebanc’s appointment if, at any time:

(a) (i) a majority of the Company’s Board of Directors vote to terminate this Agreement, and (ii) the holders of at least a majority of the then outstanding shares of Common Stock of the Company vote to terminate this Agreement;

(b) neither Michael Margolies nor his designated successor is the managing member of Littlebanc, and such change occurred without the prior written consent of the Company’s Board of Directors;

(c) Littlebanc’s or Michael Margolies’ conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude, if such felony or other crime is work-related, materially impairs Littlebanc’s ability to perform services for the Company, or results in material reputational or financial harm to the Company or its affiliates; or

(d) there is a finding by a court of competent jurisdiction in a final, non-appealable order that (i) Littlebanc materially breached the terms of this Agreement and such material breach continued unremedied for sixty (60) days after Littlebanc received written notice from the Company setting forth the terms of such material breach, or (ii) Littlebanc (x) acted with gross negligence, willful misconduct, bad faith, or reckless disregard in performing its duties and obligations under this Agreement, or (y) engaged in fraudulent acts in connection with the business and operations of the Company.

Section 8.3 Termination. Subject to Section 12.4, this Agreement shall terminate upon the resignation or removal of Littlebanc in accordance with Section 8.1 or Section 8.2.

Section 8.4 Directions. After a written notice of termination has been given under this Article VIII, the Company may direct Littlebanc to undertake any actions necessary to transfer any aspect of the ownership or control of the assets of the Company to the Company or to any nominee of the Company and to do all other things necessary to bring the appointment of Littlebanc to an end, and Littlebanc shall comply with all such reasonable directions. In addition, Littlebanc shall, at the Company’s expense, deliver to any replacement of Littlebanc or the Company any books or records held by Littlebanc under this Agreement and shall execute and deliver such instruments and do such things as may reasonably be required to permit new management of the Company to effectively assume its responsibilities.

Section 8.5 Payments Upon Termination. Notwithstanding anything in this Agreement to the contrary, the fees, costs, and expenses payable to Littlebanc pursuant to Article VII shall be payable to Littlebanc upon, and with respect to, the termination of this Agreement pursuant to this Article VIII. All payments made pursuant to this Section 8.5 shall be made in accordance with Article VII. The Management Fee for the Fiscal Quarter in which this Agreement is terminated shall be prorated and paid to Littlebanc upon termination.

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ARTICLE IX

INDEMNITY

Section 9.1 Indemnity. The Company shall indemnify reimburse, defend, and hold Littlebanc and its successors and permitted assigns, together with their respective employees, officers, members, managers, directors, agents and representatives (collectively, the “Indemnified Parties”) harmless from and against all losses (including lost profits), costs, damages, injuries, taxes, penalties, interests, expenses, obligations, claims, and liabilities (joint or severable) of any kind or nature whatsoever (collectively, “Losses”) that are incurred by such Indemnified Parties in connection with, relating to, or arising out of: (i) the breach of any term or condition of this Agreement; or (ii) the performance of any Services; provided, however, that the Company shall not be obligated to indemnify, reimburse, defend, or hold harmless any Indemnified Party for any Losses incurred by such Indemnified party in connection with, relating to, or arising out of: (a) a breach by such Indemnified Party of this Agreement; (b) the gross negligence, willful misconduct, bad faith, or reckless disregard of such Indemnified Party in the performance of any Services; or (c) fraudulent or dishonest acts of such Indemnified Party with respect to the Company or any of its Subsidiaries. The rights of any Indemnified Party referred to above shall be in addition to any rights that such Indemnified Party shall otherwise have at law or in equity. Without the prior written consent of the Company, no Indemnified Party shall settle, compromise, or consent to the entry of any judgment in, or otherwise seek to terminate any, claim, action, proceeding, or investigation in respect of which indemnification could be sought hereunder unless (x) such Indemnified Party indemnifies the Company from any liabilities arising out of such claim, action, proceeding, or investigation; (b) such settlement, compromise, or consent includes an unconditional release of the Company and Indemnified Party from all liability arising out of such claim, action, proceeding, or investigation; and (c) the parties involved agree that the terms of such settlement, compromise, or consent shall remain confidential.

Section 9.2 Insurance. The Company agrees it shall maintain adequate insurance in support of the indemnity obligations set forth in this Article IX.

ARTICLE X

LIMITATION OF LIABILITY OF LITTLEBANC

Section 10.1 Limitation of Liability. Littlebanc shall not be liable for, and the Company shall not take, or permit to be taken, any action against Littlebanc to hold Littlebanc liable for, any error of judgment or mistake of law or for any loss suffered by the Company or its Subsidiaries (including, without limitation, by reason of the purchase, sale, or retention of any security) in connection with the performance of Littlebanc’s duties under this Agreement, except for a loss resulting from gross negligence, willful misconduct, bad faith, or reckless disregard on the part of Littlebanc in the performance of its duties and obligations under this Agreement, or its fraudulent acts with respect to the Company or any of its Subsidiaries.

Section 10.2 Reliance of Littlebanc. Littlebanc may take and may act and rely upon: (a) the opinion or advice of legal counsel, which may be in-house counsel to the Company or Littlebanc, any U.S.- based law firm, or other legal counsel reasonably acceptable to the Board of Directors of the Company, in relation to the interpretation of this Agreement or any other document (whether statutory or otherwise) or generally in connection with the Company; (b) advice, opinions, statements, or information from bankers, accountants, auditors, valuation consultants, and other Persons consulted by Littlebanc who are in each case believed by Littlebanc in good faith to be expert in relation to the matters upon which they are consulted; and (c) any other document provided to Littlebanc in connection with the Company upon which it is reasonable for Littlebanc to rely. Littlebanc shall not be liable for anything done, suffered or omitted by it in good faith in reliance upon such opinion, advice, statement, information, or document.

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ARTICLE XI

LEGAL ACTIONS

Section 11.1 Third Party Claims.

(a) Littlebanc shall notify the Company promptly of any claim made by any third party in relation to the assets of the Company and shall send to the Company any notice, claim, summons, or writ served on Littlebanc concerning the Company.

(b) Littlebanc shall not, without the prior written consent of the Board of Directors of the Company, purport to accept or admit any claims or liabilities of which it receives notification pursuant to Section 11.1(a) on behalf of the Company or make any settlement or compromise with any third party in respect of the Company.

ARTICLE XII

MISCELLANEOUS

Section 12.1 Obligation of Good Faith; No Fiduciary Duties. Littlebanc shall perform its duties under this Agreement in good faith and for the benefit of the Company. The relationship of Littlebanc to the Company is as an independent contractor and nothing in this Agreement shall be construed to impose on Littlebanc an express or implied fiduciary duty.

Section 12.2 Binding Effect. This Agreement shall be binding upon, shall inure to the benefit of, and be enforceable by the parties hereto and their respective successors and permitted assigns.

Section 12.3 Compliance. Littlebanc shall (and must ensure that each of its officers, agents and employees) comply with any law, including the Federal Securities Laws and the securities laws of any applicable jurisdiction, in each case, as in effect from time to time, to the extent that it concerns the functions of Littlebanc under this Agreement.

Section 12.4 Effect of Termination. This Agreement shall be effective as of the Effective Date and shall continue in full force and effect thereafter until termination hereof in accordance with Article

VIII. The obligations of the Company set forth in Article VII, Article VIII, Article IX, Section 10.1, Section 12.5, Section 12.9, and Section 12.17 hereof shall survive such termination of this Agreement, subject to applicable law.

Section 12.5 Notices. Any notice or other communication required or permitted under this Agreement shall be deemed to have been duly given: (i) five (5) Business Days following deposit in the regular U.S. mail if sent by registered or certified mail, postage prepaid; (ii) when sent, if sent by e-mail during normal business hours and, if sent after normal business hours, then on the next Business Day; (iii) when delivered, if delivered personally to the intended recipient; and (iv) two (2) Business Days following deposit with a nationally recognized overnight courier service, in each case addressed as follows:

If to the Company:	Remembrance Group, Inc.
	365 Fifth Avenue South, Suite 201
	Naples, Florida 34102 Attn: Dennis L. Smith
	E-mail: dsmith@premierfuneralgroup.com

If to the Littlebanc:	Littlebanc Advisors LLC
	455 NE 5th Avenue, D-363
	Delray Beach, Florida 33483
	E-mail: mm@littlebanc.com

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or to such other address or e-mail address as any such party may, from time to time, designate in writing to all other parties hereto, and any such communication shall be deemed to be given, made or served as of the date so delivered or, in the case of any communication delivered by mail, as of the date so received.

Section 12.6 Headings. The headings in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

Section 12.7 Applicable Law. This Agreement, the legal relations between and among the parties and the adjudication and the enforcement thereof shall be governed by and interpreted and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law provisions thereof to the extent such principles or rules would require or permit the application of the laws of another jurisdiction.

Section 12.8 Submission to Jurisdiction; Waiver of Jury Trial. Each of the parties hereby irrevocably acknowledges and consents that any legal action or proceeding brought with respect to any of the obligations arising under or relating to this Agreement may be brought in the courts of the State of Florida, County of Collier or in the United States District Court for the Middle District of Florida and each of the parties hereby irrevocably submits to and accepts with regard to any such action or proceeding, for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts. Each party hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby brought in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each party irrevocably consents to the service of process in any such action or proceeding by the mailing or e-mailing of copies thereof to such party at its address for notices set forth in Section 12.5; such service to become effective ten (10) days after such mailing. Each party hereby irrevocably waives any objection to such service of process and further irrevocably waives and agrees not to plead or claim in any action or proceeding commenced hereunder or under any other documents contemplated hereby that service of process was in any way invalid or ineffective. The foregoing shall not limit the rights of any party to serve process in any other manner permitted by applicable law. Each of the parties hereby waives any right it may have under the laws of any jurisdiction to commence by publication any legal action or proceeding with respect this Agreement. To the fullest extent permitted by applicable law, each of the parties hereby irrevocably waives the objection which it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement in any of the courts referred to above and hereby further irrevocably waives and agrees not to plead or claim that any such court is not a convenient forum for any such suit, action or proceeding. The parties agree that any judgment obtained by any party or its successors or assigns in any action, suit or proceeding referred to above may, in the discretion of such party (or its successors or assigns), be enforced in any jurisdiction, to the extent permitted by applicable law. The parties agree that the remedy at law for any breach of this Agreement may be inadequate and that should any dispute arise concerning any matter hereunder, this Agreement shall be enforceable in a court of equity by an injunction or a decree of specific performance. Such remedies shall, however, be cumulative and nonexclusive, and shall be in addition to any other remedies which the parties may have. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION AS BETWEEN THE PARTIES DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR DISPUTES RELATING HERETO. EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.8.

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Section 12.9 Amendment; Waivers. No term or condition of this Agreement may be amended or modified without the prior written consent of the Company and Littlebanc. No term or condition of this Agreement may be waived without the prior written consent of the party against whom such waiver will be enforced. Any waiver granted hereunder shall be deemed a specific waiver relating only to the specific event giving rise to such waiver and not as a general waiver of any term or condition hereof.

Section 12.10 Remedies to Prevailing Party. If any action at law or equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

Section 12.11 Severability. Each provision of this Agreement is intended to be severable from the others so that if any provision or term hereof is illegal, invalid, or unenforceable for any reason whatsoever, such illegality, invalidity, or unenforceability shall not affect or impair the validity of the remaining provisions and terms hereof; provided, however, that the provisions governing payment of the Management Fee described in this Agreement are not severable.

Section 12.12 Benefits Only to Parties. Nothing expressed by or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties and their respective successors or permitted assigns any legal or equitable right, remedy, or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be and being for the sole and exclusive benefit of the parties and their respective successors and permitted assigns and for the benefit of no other Person.

Section 12.13 Further Assurances. Each party hereto shall take any and all such actions, and execute and deliver such further agreements, consents, instruments, and any other documents as may be necessary from time to time to give effect to the provisions and purposes of this Agreement.

Section 12.14 No Strict Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by all parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Section 12.15 Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with regards to the subject matter of this Agreement. Any written or oral agreements, statements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force and effect.

Section 12.16 Assignment. This Agreement shall not be assignable by either party except by Littlebanc to any Person with which Littlebanc may merge or consolidate or to which Littlebanc transfers substantially all of its assets, and then only in the event that such assignee assumes all of the obligations to the Company and the Subsidiaries of the Company hereunder.

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Section 12.17 Confidentiality.

(a) Littlebanc shall not, and Littlebanc shall cause its Affiliates and their respective agents and representatives not to, at any time from and after the date of this Agreement, directly or indirectly, disclose or use any confidential or proprietary information involving or relating to (x) the Company, including any information contained in the books and records of the Company; and (y) the Company’s Subsidiaries, including any information contained in the books and records of any such Subsidiaries; provided, however, that disclosure and use of any information shall be permitted (i) with the prior written consent of the Company; (ii) as, and to the extent, expressly permitted by this Agreement or any other agreement between Littlebanc and the Company or any of the Company’s Subsidiaries (but only to the extent that such information relates to such Subsidiaries); (iii) as, and solely to the extent, necessary or required for the performance by Littlebanc, any of its Affiliates, or its delegates of any of their respective obligations under this Agreement; (iv) as, and to the extent, necessary or required in the operation of the Company’s business or operations in the Ordinary Course of Business; (v) to the extent such information is generally available to, or known by, the public or otherwise has entered the public domain (other than as a result of disclosure in violation of this Section 12.17 by Littlebanc or any of its Affiliates); (vi) as, and to the extent, necessary or required by any governmental order, applicable law, or any governmental authority, subject to Section 12.17(c); and (vii) as, and to the extent, necessary or required or reasonably appropriate in connection with the enforcement of any right or remedy relating to this Agreement or any other agreement between Littlebanc and the Company or any of the Company’s Subsidiaries.

(b) For the avoidance of doubt, confidential information includes business plans, financial information, operational information, strategic information, legal strategies or analysis, formulas, production processes, lists, names, research, marketing, sales information, and any other information similar to any of the foregoing or serving a purpose similar to any of the foregoing with respect to the business or operations of the Company or any of its Subsidiaries. However, the parties are not required to mark or otherwise designate information as “confidential or proprietary information,” “confidential” or “proprietary” in order to receive the benefits of this Section 12.17.

(c) In the event that Littlebanc is required by governmental order, applicable law or any governmental authority to disclose any confidential information of the Company or any of its Subsidiaries that is subject to the restrictions of this Section 12.17, Littlebanc shall: (i) notify the Company or any of its Subsidiaries in writing as soon as possible, unless it is otherwise affirmatively prohibited by such governmental order, applicable law, or such governmental authority from notifying the Company or any such Subsidiaries, as the case may be; (ii) cooperate with the Company or any such Subsidiaries to preserve the confidentiality of such confidential information consistent with the requirements of such governmental order, applicable law, or such governmental authority; and (iii) use its reasonable best efforts to limit any such disclosure to the minimum disclosure necessary or required to comply with such governmental order, applicable law, or such governmental authority, in each case, at the cost and expense of the Company.

(d) Nothing in this Section 12.17 shall prohibit Littlebanc from keeping or maintaining any copies of any records, documents, or other information that may contain information that is otherwise subject to the requirements of this Section 12.17, subject to its compliance with this Section 12.17.

(e) Littlebanc shall be responsible for any breach or violation of the requirements of this Section 12.17 by any of its agents or representatives.

Section 12.18 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

[Remainder of Page Left Blank – Signatures Follow]

14

IN WITNESS WHEREOF, the parties have executed this Management Services Agreement as of the Effective Date.

COMPANY:
REMEMBRANCE GROUP, INC., a Delaware
corporation
By:	/s/ Dennis L. Smith
Name:	Dennis L. Smith
Title:	Chief Executive Officer
LITTLEBANC:
LITTLEBANC ADVISORS LLC, a Florida
limited liability company
By:	/s/ Michael Margolies
Name:	Michael Margolies
Title:	Managing Member

Signature Page to Management Services Agreement

EX1A-6 MAT CTRCT

Exhibit 6.12

LEASE AGREEMENT WITH OPTION TO PURCHASE

THIS LEASE AGREEMENT WITH OPTION TO PURCHASE (“Lease” or “Agreement”) is entered into this 17th day of June, 2015, by and between PFMG HOLDINGS, L.L.C., a Georgia limited liability company whose principal office is located at P.O. Drawer 399, Elberton, Georgia 30635-0399 (hereinafter referred to as “Lessor”); and PREMIER FUNERAL MANAGEMENT SERVICES III, LLC, a Delaware limited liability company whose principal office is located at 3815 River Crossing Parkway, Suite 100, Indianapolis, Indiana 46240 (hereinafter referred to as “Lessee”).

RECITALS:

A. As part of a financing transaction, in which Lessor is providing lease-purchase financing to Lessee, Lessor has this day purchased that certain improved tract of real estate in Polk County, North Carolina, more particularly described below. The tract of real property that Lessor has purchased is referred to as the “Premises” or “Leased Premises.”

B. Lessor has agreed to lease the Premises to Lessee, and Lessee has agreed to lease the Premises from Lessor, all upon certain terms and conditions, as more fully set forth in this Lease.

C. The parties desire to execute this Lease to confirm the terms and conditions of their promises, agreements, covenants and understandings, and to be legally bound by such promises, agreements, covenants and understandings.

NOW, THEREFORE, for and in consideration of TEN DOLLARS ($10.00) in hand paid, the mutual covenants, promises and undertakings outlined in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by both of the parties, Lessor and Lessee hereby covenant and agree as follows:

ARTICLE I: DEMISED PREMISES

1.1 Premises. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor, for the term hereinafter set forth, and upon and subject to the terms and conditions of this Lease, those certain tracts or parcels of land, with improvements thereon, more particularly described on Exhibit A to this Lease, together with all rights, ways, easements, improvements, fixtures, electrical, plumbing, heating and air conditioning systems, fences, mineral rights, riparian rights, permits and any and all appurtenances (collectively referred to as the “Premises”). The properties which are included in the Premises are located at the following addresses, according to the current system of numbering streets in the jurisdictions in which the land and improvements are located:

McFarland Funeral Chapel  

54 McFarland Drive

Tryon, North Carolina 28782

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The parties acknowledge that the Premises include all other structures and improvements located on the tract(s) of land described on Exhibit A to this Lease. Accordingly, all references in this Lease to the “Premises” or “Leased Premises” shall include and also refer to all improvements and appurtenances to the tract(s) of land described on Exhibit A to this Lease, as well as the tract(s) of land described on Exhibit A to this Lease. The tract(s) of land described on Exhibit A are sometimes collectively referred to in this Lease as the “Land” or the “Lot.” Each building or structure located on a tract of land is sometimes referred to as a “Building” and are sometimes collectively referred to as the “Buildings.”

1.2 Acceptance of Premises. Lessee has examined and hereby accepts the Leased Premises in its present “as is” condition. At the termination of this Lease, Tenant shall deliver the Leased Premises in good order and condition, normal wear and tear only excepted,

ARTICLE II: TERM

2.1 Initial Term. The Premises are leased for a term of approximately seven (7) years (the “Initial Term”), beginning on the 17th day of June, 2015 (the “Commencement Date”) and ending on the 30th day of June, 2022, at which time this Lease shall terminate absolutely and without further obligation on the part of either party, unless otherwise provided herein, or unless sooner terminated as hereinafter provided. In the event that Lessor shall permit Lessee to occupy the Premises prior to the commencement date of the Term, such occupancy shall be subject to all provisions of this Lease, but such early occupancy shall not advance the termination date provided herein.

2.2 Renewal Term. Lessee shall have an option to extend the Initial Term of this Lease for up to three (3) additional renewal terms of seven (7) years each (each of such additional seven-year terms are referred to as a “Renewal Term”), but only in the manner and upon the terms and conditions set forth in this Lease, The Initial Term of this Lease and all Renewal Terms for which this Lease is actually extended by Lessee are collectively referred to as the “Term” or “Terms” of this Lease. Lessee may extend the term of this Lease for one or more such additional seven-year terms, at Lessee’s option. Lessee shall not have the right to renew or extend this Lease except as provided herein. Subject to any provision hereof expressly limiting the applicability of any term of this Lease to a particular time period, all terms of this Lease shall be effective during the Renewal Terms. Lessee shall not have the right to extend the term of this Lease for more than one Renewal Term at a time. In the event Lessee elects to exercise the right to extend the Term, Lessee shall give written notice to Lessor not less than two (2) months prior to the expiration of the then-current Term. If Lessee fails to notify Lessor in a timely and proper manner, in accordance with this Lease, that Lessee wishes to exercise its option to extend this Lease beyond the end of the then-current term, then Lessee shall be deemed to have waived the right to renew this Lease, shall have no right to renew this Lease, and this Lease shall terminate at the conclusion of the then-current term without further notice or action by any party. As used in this Lease, the phrase “Term” shall include the Renewal Term or Renewal Terms unless the “Initial Term” is specified.

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ARTICLE III: RENT AND ADDITIONAL RENT

3.1 Rent. In consideration of and for Lessee’s right to use and occupy Premises during the Term, Lessee shall pay to Lessor, or to other parties on behalf of Lessor, all sums and payments as provided in this Lease. All such sums shall be deemed rent, and shall include Annual Rent, as described in Section 3.2 of this Lease, and Additional Rent, as described in Section 3.3 of this Lease.

3.2 Annual Rent.

(a) Generally. The Annual Rent during the first year of the Term shall be One Hundred Forty-six Thousand Two Hundred Fifty and No/100’s Dollars ($146,250.000) per year and shall be payable in monthly installments due on the first day of each month in the amount of Twelve Thousand One Hundred Eighty-seven and 50/100’s Dollars ($12,187.50) plus sales tax (if applicable), with the first monthly installment of Annual Rent being due and payable on July 1, 2015, and continuing monthly thereafter throughout the term of this Lease. In addition, if the Commencement Date of this Lease is not on the first of the month, Lessee shall pay upon execution of this Lease prorated rent from the day of execution to the first day of the next month immediately following the Commencement Date. Rent shall be due on the 1st of each month. Each rental payment shall be payable in advance without demand on the date such payment becomes due. Although each monthly rental payment shall be due on the dates set forth above, (1) such payment shall not be deemed late until the tenth (10th) of each month in which such payment is due, at which point a late fee shall be due, as provided below, and (2) such late payment shall not constitute a default under this Lease until the fifteenth (15th) of the month in which such payment is due, notwithstanding any other provision of this Lease. In the event Lessor has not received Annual Rent by the 10th day of each month, Lessee shall pay to Lessor as Additional Rent a late fee equal to the product of (i) one percent (1.0%) of the total monthly payment of Annual Rent multiplied by (ii) the number of days between the tenth and the date on which such payment is received by Lessor. At Lessor’s option, all rent payments shall be made either by electronic funds transfer from Lessor’s bank account, or by check payable to Lessor, and if by check, shall be delivered or mailed to Lessor at 3431 Cedar Lane, Tallahassee, Florida 32312, or at such other address as may be designated from time to time by Lessor by delivering to Lessee a written notice of such address change. Default for non-payment of rent hereunder shall be determined as provided in Article XVI.

(b) Increases in Annual Rent. Subject to the limitation in Paragraph (c) of this section, Annual Rent shall also be increased each year in which the Consumer Price Index increases, with the increases to be effective with the monthly payment due in July, and the increase shall be based on the following calculation: In June of each year, starting with June of 2016, if the Current Price Index (hereinafter defined) for June of the then-current year shall be greater than the Base Price Index (hereinafter defined), then the Annual Rent shall be increased by an amount equal to the product obtained by multiplying (i) the percentage difference between the Current Price Index and the Base Price Index by (ii) the rent from the then-current year. As used in this section:

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(1) The term “Price Index” shall mean the unadjusted, seasonal “Consumer Price Index” published by the Bureau of Labor Statistics of the United States Department of Labor, All Items, U.S. City Average, All Urban Consumers (abbreviated as CPI-U). The CPI-U is currently calculated by the Bureau of Labor Statistics of the United States Department of Labor each month for a particular month. The Bureau of Labor Statistics publishes the CPI-U for a particular month during the following month. For example, the Bureau generally publishes during June the CPI-U for May.

(2) The term “Base Price Index” or “Base Year” shall mean the Price Index for May of the year immediately prior to the year in which the increase is being calculated. For example, the Base Price Index to be utilized in 2016 (for calculating the increase that will be implemented starting in July of 2016) will be the CPI-U (as defined herein) for May of 2015, (which is published in June of 2015).

(3) The term “Current Price Index” shall mean the Price Index for the month of May in the year in which the increase is being calculated. For example, the Current Price Index to be utilized in 2016 (for calculating the increase that will be effective in 2016) will be the CPI-U (as defined herein) for May of 2016, which will be as of June of 2016.

The percentage difference between the Current Price Index and the Base Price Index shall be equal to the quotient of (x) the difference between the Current Price Index and the Base Price Index, divided by (y) the Base Price Index.

As an example, the rent that would be due from July, 2014, through June, 2015, would be calculated in the following manner: The Price Index for May, 2013, was 232.945. The Price Index for May, 2014, was 237.900. To calculate the adjustment to the Annual Rent that would take effect beginning with the rental payment due on July 1, 2014, subtract the May, 2013, Price Index of 232.945 from the May, 2014, Price Index of 237.900, resulting in a difference of 4.955. Then, divide 4.955 by the May, 2013, Price Index of 232.945 to yield a quotient of 2.1271%. Therefore, in this example, the Annual Rent would have increased 2.1271% between July, 2013, and July, 2014. This percentage change would then be multiplied by the Annual Rent that was paid from July, 2013, through June, 2014, to derive the Annual Rent that would be due in July, 2014.

(c) Minimum Increase. Notwithstanding any other provision of this Lease, however, in no event shall an annual increase in Annual Rent, as described in Paragraph (b) of this section, be less than two percent (2M%).

(d) Effective Date of Annual Rent Escalations. Annual escalations shall be effective with the monthly payment of Annual Rent due in July of each year. Annual Rent shall continue to be payable in monthly installments due on the first day of each month at the address of Lessor set forth herein.

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(e) Increases During Renewal Terms. Annual Rent due during any Renewal Term shall also increase in the same manner.

3.3 Additional Rent, Any and all other payments which Lessee is required to make to Lessor or any other person or entity pursuant to this Lease, and any and all other monetary obligations of Lessee under this Lease, including, but not limited to, utilities, taxes, insurance, and the costs of maintenance and repair, are hereinafter sometimes referred to as “Additional Rent”.

3.4 Utilities. Lessee shall contract for in its own name and pay or cause to be paid, when due, any and all charges for water, electricity, gas, sewage, waste, trash and garbage disposal, television, telephone and any and all other utility services furnished to the Leased Premises. Under no circumstances shall Lessor be obligated to pay for any such utility services.

3.5 Taxes; Escrows.

(a)  Monthly Escrow Payment for Taxes. Lessee shall pay to Lessor each month, in addition to Annual Rent, an amount to be held by Lessor in escrow for payment of any taxes, general and special assessments and other public charges of every description, levied on or assessed against the Premises and any personal property located within the Premises, as well as any Sales Tax levied against the Annual Rent (collectively, the “Taxes,” or individually, a “Tax”). Such monthly payments shall be due on the first day of each month, and shall be paid at the same time as the payment of Annual Rent. Lessor shall notify Lessee in writing of the amount of such monthly payment, which shall generally be equal to one-twelfth of the amount of the Taxes for the previous year. If the Taxes for a particular year are more than the amount used as a basis for monthly payments into escrow, then Lessee shall immediately pay to Lessor on demand any difference.

(b) Suspension of Obligation to Escrow Taxes. At Lessor’s option and in Lessor’s sole discretion, Lessor may suspend Lessee’s obligation to escrow taxes and insurance with Lessor by notifying Lessee in writing of such suspension, and if Lessor so suspends such obligation, then Lessee shall pay the Taxes, or any installment of the Taxes (if permitted to be paid in installments), on or before the day on which any interest or penalty is imposed upon such payment whether belonging to or chargeable against Lessor or Lessee.

(c) Exclusions. Lessee shall not be required to pay or escrow, and the term “Taxes” shall not include (i) any tax (other than sales tax) on the rent paid to Lessor or (ii) any income, estate, gift, inheritance, transfer capital levy tax, or franchise or profits tax that may be payable by Lessor. However, if taxes are expressly imposed on the Rent in lieu of all or part of the Taxes on the land or the improvements, and the purpose of the new tax is more closely akin to that of an ad valorem tax or use tax than to an income or franchise tax on Lessor’s income, then Lessee shall pay such substitute taxes.

(d) Lessor to Furnish Tax Bills to Lessee. Lessor shall furnish a copy of all tax bills to Lessee when Lessor makes demand upon Lessee for any difference between the amount of taxes actually paid and the amount used as a basis for monthly payments into escrow, and if Lessor does not make any such demand in a particular year, Lessor shall provide a copy of the tax bill to Lessee at least sixty (60) days after Lessor pays such taxes, unless such bills are furnished directly to Lessee by the appropriate authorities. Upon request by Lessor, Lessee shall furnish to Lessor receipts indicating payment of the Taxes.

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(e)  Lessee’s Right to Contest Assessment. Lessee may contest any assessment or the imposition of any Tax against the Land or the Buildings, but notwithstanding any other provision of this Lease, any such contest shall be at Lessee’s sole expense, and Lessor shall have no responsibility or liability whatsoever for the costs of any such contest. Lessor agrees to execute appeals, petitions, suit papers and other documents legally necessary in connection with any such contest and, at no expense to Lessor, to cooperate reasonably in such proceedings, all upon Lessee’s request. During any such contest, Lessee shall take all steps legally necessary, including payments under protest, to prevent foreclosure and public sale or other divesting of Lessor’s title by reason of nonpayment of taxes, In any event, Lessee shall pay all Taxes prior to the issuance of an execution for such payment.

(f) Lessor’s Option to Cure. If Lessee fails to pay or escrow any Taxes (including applicable Sales Tax) in the manner and at the times required under this Lease, or fails to pay any utilities, insurance premiums on any policy required to be maintained by Lessee under this Lease, or any other charges, costs or expenses required to be paid under this Lease, then Lessor shall have the right, but not the obligation, to make such payments, in which case such sums shall be due to Lessor as Additional Rent. Lessor shall have the option of requiring Lessee to repay Lessor the amount of such payments on demand or with the next monthly installment of Annual Rent. If Lessee does not make such payment, then Lessor shall have the same rights and remedies with respect of any of its rights under Article XVI.

3.6 Triple Net Lease. This Lease shall be deemed and construed to be a completely net lease or triple net lease and Lessee shall pay to Lessor, net throughout the term of this Lease, the Annual Rent, any additional rent and any other amounts owed to Lessor as defined hereunder free of any offset, abatement or other deduction whatsoever and without notice or demand, except as may be otherwise set forth herein, and as long as Lessee is obligated to make monthly escrow payments of Taxes to Lessor, Lessee shall make such escrow payments. Under no circumstances or conditions, whether now existing or hereafter arising, or whether or not beyond the present contemplation of Lessor or Lessee, shall Lessor be required to make any payment of any kind whatsoever with respect to this Lease or be under any other obligation or liability hereunder except as herein otherwise expressly set forth herein.

ARTICLE IV: USE OF PREMISES

4.1 Permitted Uses. The Lessee may use and occupy the Premises as a funeral home, in a manner permitted by applicable law (the “Permitted Use”), but shall not use or occupy the property for any other use, except with the advance express written permission of Lessor, which permission shall not be unreasonably withheld, delayed, or conditioned; provided, however, that Lessor shall be entitled to request from Lessee and its affiliates information to support or justify any change in use, and to support the desired new use, and shall be provided a reasonable amount of time to review, analyze, assess, and investigate such information. Lessee and other users of the Premises shall apply for or obtain any and all licenses, permits, and other approvals that may be required for any particular use they make, or propose to make, of the Premises. Lessor represents that the use of the Premises for the Permitted Use complies with all applicable local zoning codes and ordinances.

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ARTICLE V: ALTERATIONS AND ADDITIONS

5.1 Lessee Work. Lessee shall not make any alterations or additions to the Premises in excess of Fifty Thousand and No/100’s Dollars ($50,000.00) per Building during the Term except in accordance with plans and specifications first approved by Lessor in writing, which approval shall not be unreasonably withheld, conditioned or delayed. All alterations and additions shall be part of the Buildings, shall immediately become the property of Lessor, shall be included in the Premises, shall not require any increase in Annual Rent, and shall remain in the Buildings upon the termination of the Lease. Before Lessee commences any alteration(s) or addition(s), regardless of the cost of such alterations or additions, it shall secure all licenses and permits required for the work; and, if the alteration(s) or addition(s) to the Premises exceeds Fifty Thousand and No/100’s Dollars ($50,000.00), Lessee shall also deliver to Lessor (1) detailed plans and specifications for the work, and (2) a list of all contractors and subcontractors and the estimated cost of all labor and materials to be furnished by them. Lessee agrees to fully indemnify Lessor for any cause of action, claim, loss, or liability against Lessor and which results from any alteration or addition initiated by Lessee. Lessee agrees to pay promptly when due, the entire cost of any such work done in respect of its alterations and additions, and to promptly discharge or bond any liens for labor performed or materials furnished in connection therewith that may attach to the Premises or Buildings,

ARTICLE VI: LESSEE’S PROPERTY

6.1 Ownership. All Lessee’s inventory, computer and other equipment, furniture, demountable partitions, and all other property of Lessee located in the Premises from time to time and not otherwise attached or affixed to the interior or exterior of a Building or encumbered by a security interest held by Lessor (“Lessee’s Property”), shall be and remain the property of Lessee. At any time during the Term, Lessee may remove any of Lessee’s Property from the Premises, unless prohibited under the terms of other agreements between Lessee and Lessor.

6.2 Lien Waivers. In furtherance of the foregoing, Lessor agrees that, in the event Lessee acquires and/or leases any personal property to be installed and used upon the Premises subject to retain title, conditional sale contract, security agreement or lease with an entity besides Lessor, Lessor shall execute and deliver to any such secured creditor and/or lessor a waiver of any lien Lessor may have upon such personal property. Such waiver will be on a form provided by Lessee authorizing the secured creditor and/or Lessor, with advance notice to Lessor, to enter upon the Premises and remove such personal property in the event of default under the terms of the Security Agreement and/or Lease.

6.3 Removal of Lessee’s Property upon Termination of Lease. Upon termination of this Lease, Lessee shall remove all Lessee’s Property from the Premises, except alterations and additions made by Lessee and/or any fixtures or equipment, the removal of which would damage the Buildings. Lessee shall have ten (10) days after the termination of this Lease to either (1) remove all of Lessee’s Property or (2) pay a full month’s rent thus allowing Lessee thirty (30) days after termination to remove all of Lessee’s Property. If Lessee has not removed all Lessee’s Property from the Premises within ten (10) days (or within thirty (30) days if extended as provided above), such remaining Lessee’s Property shall be deemed abandoned by Lessee.

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6.4 Applicability. Notwithstanding any other provision of this Lease, Lessee acknowledges that all property currently used in connection with the McFarland Funeral Home (referred to as the “Business”), and all future replacements and substitutions for and accessions to such property, shall be subject to a security interest in favor of Lessee to secure Lessee’s obligations under this Lease and certain loans from Lessor to Lessee and, as a result, none of the property located on the Premises shall be subject to this Article VI or considered “Lessee’s Property” unless Lessor and Lessee expressly agree in writing.

ARTICLE VII: LESSOR’S COVENANTS AND REPRESENTATIONS

7.1 Authority. Lessor represents and warrants that it is the owner of the Premises, and has all requisite corporate authority to enter into the Lease without the consent or approval of any other party.

7.2 Non-Interference. Lessor shall not unreasonably interfere with Lessee’s use of the Premises in the exercise of Lessee’s rights, or in the performing of Lessee’s maintenance, repair, service, and other obligations under this Lease.

7.3 Quiet Enjoyment. Lessor covenants that upon paying the Annual Rent and any Additional Rent required herein, and observing and keeping all covenants, agreements, and conditions applicable to it under this Lease, Lessee shall peaceably and quietly have, hold and enjoy the Premises, without hindrance or molestation from Lessor or anyone claiming by, through or under Lessor.

ARTICLE VIII: LESSEE’S COVENANTS

8.1 Payments. Lessee covenants to pay when due all payments in respect of Annual Rent and Additional Rent, and any other charges required to be paid by it hereunder.

8.2 Maintenance and Repairs.

(a)  Lessee’s Duty to Prevent Waste and Damage. Lessee covenants to not commit or allow to be committed by Lessee’s employees, invitees, agents or contractors, any waste or damage to any portion of the Premises.

(b) Lessee’s Duty to Maintain Premises. During the Term of this Lease, Lessee shall maintain the Premises in a good, tenantable, first class and safe condition, and shall promptly make any and all repairs and replacements required to maintain such condition and state of repair, including all repairs necessary to keep the roof of the Buildings leak-free and otherwise in good condition and repair, and shall maintain in good and serviceable condition and repair all exterior walls, floor slabs, floorings, foundations, structural columns, load bearing portions of interior walls, structural components of the Buildings, all common facilities, and all electrical, plumbing, fire protection, and other systems of the Buildings. Lessee shall also keep the interior and exterior of the buildings, including the parking lot and landscaping, in good aesthetic appearance and condition.

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(c) Lessor Relieved of Duty to Maintain. Lessee acknowledges that Lessor shall not be required to furnish any services or facilities, or to make any repairs or alterations, of any nature whatsoever with respect to the Premises. Lessee hereby assumes the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the Premises.

(d) Lessor’s Right to Cure Lessee’s Breach of Duty to Maintain. If, after having received written notice thereof from Lessor, Lessee fails to commence any such repairs or replacements to the Premises within the applicable cure period set forth in Section 16.3 below and thereafter diligently proceed with such repair work until completion, Lessor or its agents may, at Lessor’s option, enter the Premises for the purpose of making such repairs and make such repairs or any replacements deemed necessary by Lessor. All costs and expenses incurred as a consequence of Lessor’s action shall be deemed Additional Rent, and Lessee shall pay to Lessor such Additional Rent within 15 days after Lessee receives copies of receipts showing payment by Lessor for such repairs or other obligations. These receipts shall be prima facie evidence of the payment of the charges paid by Lessor.

8.3 Yield Up. Lessee covenants to peacefully yield up and surrender the Premises upon the termination of this Lease in good order, repair and condition, reasonable wear and tear, casualty and condemnation excepted, and to remove all Lessee’s Property (except as may be otherwise set forth in Article VI above).

8.4 Use. Lessee covenants that during the Term it will not use the Premises for anyuse other than the Permitted Use, not injure or deface the Premises, nor permit any nuisance, nor suffer to occur on the Premises any activity that is improper, offensive, contrary to law or which will increase the premiums of Lessor’s insurance on the Buildings or the Premises, unless Lessee agrees to bear such increased cost and pays such additional cost to Lessor at the time Lessee takes such action or allows such activity.

8.5 Risk of Loss to Lessee’s Property. Lessee’s Property and all furnishings, fixtures, equipment, effects and property of those claiming by, through, or under Lessee, located in or on the Premises, shall be at the sole risk and hazard of Lessee, and if the whole or any part thereof shall be damaged or destroyed by fire, flood, the leakage or bursting of pipes, or by theft or by any other cause, no part of such damage shall be borne by Lessor.

8.6 Lessor’s Entry. Lessee shall permit Lessor or Lessor’s agents to enter the Premises during reasonable, non-peak business hours upon twenty-four (24) hours advance notice, or at any time in the event of an emergency, for the purpose of inspections and exercising any rights in carrying out any obligations Lessor may have under this Lease, and to show the Premises to prospective tenants dating the six (6) months prior to the expiration of the Term.

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8.7 Taxes. Lessee covenants to pay promptly when due all taxes, general and special assessments and other public charges of every description, levied on, assessed against or imposed on Lessee’s Property, and to make timely payments into escrow, as required by Section 3.5, for as long as Lessor requires escrow payments.

8.8 Liens. Lessor and Lessee covenant that neither party will create any lien or encumbrance on the Premises (save and except for the liens set forth and permitted in Article XVII hereof) or cause any lien or encumbrance to attach to the Premises, and if either party does so create a lien or allow a lien to attach to the Premises, it shall promptly cause the same to be discharged or bonded. Lessee acknowledges that Lessor shall encumber the Premises from time to time, as contemplated by Article XVII of this Lease.

8.9 Licensure. Lessee shall maintain all necessary federal, state and local licenses necessary to own and operate the business conducted on the Premises.

8.10 Name Changes to Business. Lessee covenants that it will not make any name changes to the business without written approval of Lessor.

8.11 Financial Statements. Lessee covenants that during the full term of this lease, it will provide whatever financial information is requested by Lessor regarding Lessee’s business within ten (10) days of Lessor’s request.

8.12 Purchase Agreements. Lessee shall comply with each and every representation, warranty, covenant, term and condition of (a) that certain Asset Purchase Agreement between McFarland Funeral Chapel, Inc., Polk Memorial Gardens, LLC, McFarland Investments, LLC, Frank K. McFarland, III, Darlene G. McFarland, Premier Funeral Management Services III, PF Management Services, LLC, LLC, Barry Bedford and Troy Centazzo, dated June 17, 2015 (the “Asset Purchase Agreement”), and (b) that certain Real Property Purchase Agreement between McFarland Funeral Chapel, Inc., Polk Memorial Gardens, LLC, McFarland Investments, LLC, and Premier Funeral Management Services III, LLC, dated June 17, 2015 (the “Real Property Purchase Agreement”),.

8.13 Deposit Account.

(a) Maintain Deposit Account. Lessee shall at all times, so long as any indebtedness exists from Lessee to Lessor, maintain a designated deposit account as Lessee’s primary depository and remittance bank account with a banking institution acceptable to Lessor (for purposes of this Agreement, “Depository Account”). Lessee agrees that its average monthly deposit balances in Lessee’s Depository Account shall be in an amount necessary to cover rental payments to Lessor, including annual rent and additional rent (such as taxes and insurance). Furthermore, Lessee shall not close, transfer, change or restrict Lessor’s authorization to debit rental payments from Lessee’s Depository Account without Lessor’s prior written approval.

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(b)  Automatic Debits from Deposit Account. Lessee hereby agrees with Lessor that all payments for, with respect to, or upon the indebtedness of Lessee to Lessor shall be automatically deducted from Lessee’s Depository Account each month by Lessor in accordance with Lessor’s standard auto-debit policies and procedures. All such auto-debit financing payments shall be taken from Lessee’s Depository Account. Lessee shall execute any and all documents or authorizations required to authorize Lessor to debit such Depository Account for financing payments and other amounts due Lessor, Such authorization shall be in form and content acceptable to Lessor and shall not be revoked or changed by Lessee without Lessor’s written consent.

(c) Account Statements and Information. Lessee herby agrees that, upon Lessor’s request, Lessee shall provide Lessor with copies of monthly account statements for the Depository Account or, at Lessor’s discretion, Lessor may request and obtain such account statements from Lessee’s bank. Furthermore, Lessee agrees that Lessor may obtain daily, monthly or average account balance information for the Depository Account directly from Lessee’s bank. Lessee shall execute any and all documents or authorizations required to authorize Lessor to obtain such information directly from Lessee’s bank. Such authorization shall be in form and content acceptable to Lessor and shall not be revoked or changed by Lessee without Lessor’s written consent.

(d) Deposit Account Control Agreement. Intentionally Omitted. 8.14 Financial Reporting and Additional Documents.

(a) Generally. Lessee shall provide to Lessor annually and, as soon as is practical at any other time following Lessor’s request, any financial statement, profit and loss statement, balance sheet, or financial, credit, valuation, organizational or other such confidential or non-confidential information Lessor may deem necessary in its discretion. Additionally, Lessee will furnish to Lessor monthly profit and loss statements, balance sheet and call breakdown reports. Upon Lessor’s request, Lessee shall confirm and/or certify such statements, valuations, or other information,

(b)  Bank Account Statements and Information. Upon Lessor’s request, Lessee shall promptly provide and deliver ‘to Lessor copies of monthly account statements for all of Lessee’s bank accounts or, at Lessor’s discretion, Lessor may request and obtain such account statements from Lessee’s bank or banks. Furthermore, Lessee agrees that Lessor may obtain daily, monthly or average account balance information for any of Lessee’s bank accounts directly from Lessee’s bank or banks. Lessee shall execute any and all documents or authorizations required to authorize Lessor to obtain such information directly from Lessee’s bank or banks. Such authorization shall be in form and content acceptable to Lessor and shall not be revoked or changed by Lessee without Lessor’s written consent.

(c)  Guarantor Information, In addition, at Lessor’s request, Lessee shall obtain and provide to Lessor any personal financial statements, valuations, or other information (confidential or non-confidential) Lessor may deem necessary in its discretion pertaining to any or all guarantors of this Lease (herein referred to as “Guarantors”), and which shall, at Lessor’s discretion, be certified and/or prepared in accordance with generally accepted accounting practices (GAAP) and standards.

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(d) Authorization. Lessee authorizes Lessor to provide any such information to auditors, regulators, attorneys, consultants, rating agencies, analysts, prospective purchasers of borrowers financing or other persons needing such information for legitimate purposes.

(e) Hold Harmless. Lessee hereby holds Lessor, its owners, officers, directors, partners, independent contractors, and employees harmless from any and all claims, damages, or liability resulting from any further improper disclosure of such information by such third parties.

8.15 Further Assurances; Power of Attorney. Lessee shall sign, acknowledge, deliver, and file any additional documents, statements, or certifications that Lessor may consider necessary to carry out the intent of this agreement; to perfect, continue and preserve Lessee’s obligations under any document executed in connection with this Lease (this Lease, a Loan Agreement, two Promissory Notes, and any and all other such documents are hereinafter collectively referred to as the “Transaction Documents” or a “Transaction Document”); to perfect, continue or preserve Lessor’s lien holder status; to replace or correct lost, misplaced, incorrectly filed, misstated or incorrect Transaction Documents; to correct or adjust for clerical errors; to complete incomplete or deficient Transaction Documents; to assure that the executed Transaction Documents will conform to and be acceptable in the marketplace in the instance of transfer, sale or conveyance by Lessor of its interest in and to said Transaction Documents; to assure that the Transaction Documents are in compliance with all laws, rules, regulations or the requirements of any prospective purchaser to whom Lessor seeks to market the Transaction Documents; or to enable Lessor to sell, convey, seek guaranty, insure or market the Transaction Document to any person. Lessee hereby grants a limited power of attorney to Lessor to sign, acknowledge, deliver and file as Lessee’s Attorney in Fact any such documents, statements, or certifications. Any written request for additional documentation made by Lessor shall be prima facie evidence of the necessity for same.

8.16 Compliance with Applicable Law. Lessee shall comply with, and cause each subsidiary of any Lessee to comply with, Applicable Law, including the obtaining of all governmental approvals where necessary.

8.17 ERISA. Lessee shall fund all current service pension liabilities as they are incurred by Lessee, or such subsidiary, under the provisions of all plans from time to time in effect, and comply, and cause all subsidiaries of each Lessee to comply, with all applicable provisions of the Employee Retirement Income Security Act.

8.18 Taxes and Assessments. Lessee shall pay and discharge all taxes, assessments, fees, penalties, withholdings and other governmental charges or levies imposed upon any one or combination of them, or upon the income and profits of one or any combination of them, or upon any property belonging to any one or combination of them, prior to the date on which such tax, assessment, fee, penalty, withholding, charge or levy attaches thereto, unless the legality thereof shall be promptly and actively contested in good faith by appropriate proceedings. Lessee acknowledge that it shall discharge this obligation as to Taxes (as defined in Section 3.5 of this Lease) by making monthly payments into escrow, unless Lessor suspends this obligation as provided in Section 3.5.

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8.19 Notice of Event of Default Claim or Change in Status. Lessee shall promptly notify Lessor in writing of (a) the occurrence of any Event of Default; (b) any pending or threatened litigation against Lessee claiming damages in excess of Fifty Thousand and No/100’s Dollars ($50,000.00) or seeking relief that, if granted, would adversely affect the financial condition or business operations of Lessee or any affiliate; (c) any change in Lessee’s status, which may result in the material impairment of Lessee’s ability to perform any or all terms of the Lease or any of the Transaction Documents or which may materially impair Lessor’s security interest. Such material change in status includes, but is not limited to: (i) a significant loss of business, or a loss of a large Customer; (ii) a significant change in the health or financial circumstances of a principal of Lessee; or (iii) an adverse claim, proceeding, demand or action against Lessee, or Lessee’s business. In the event of such change in the status of one of these persons or entities, Lessee agrees to cooperate fully with Lessor to protect Lessor’s security interest.

8.20 Reimbursement of Lessor’s Expenses. Lessee shall pay immediately upon demand by Lessor all fees, costs and expenses (including, without limitation, attorney’s fees and other professional fees) incurred by Lessor in connection with the administration or enforcement of the Transaction Documents relating to a breach by Lessee of any Transaction Documents or otherwise. Any such amount may be demanded and collected immediately from Lessee or offset by Lessor from any funds held by Lessor or held in trust or by a third party, for Lessee’s benefit or otherwise.

8.21 Indemnification for Environmental Claims. Lessee shall indemnify and defend Lessor, and hold Lessor harmless, from and against any losses to Lessor resulting from past, present or future use, manufacture, handling, storage, transportation or disposal of Hazardous Materials (defined below in this paragraph) or other toxic materials. During the term of this Lease, Lessor, at Lessor’s sole option, may obtain, at Lessee’s expense, written certification and a Phase I environmental audit report from a reputable environmental consultant of Lessor’s choice concerning whether the Premises, and any other improvements on the Premises have been or are presently being used for or in connection with the handling, manufacturing, storage, transportation or disposal of Hazardous Materials or other toxic substances, and whether the Premises contains any Hazardous Materials or other hazardous or toxic substances or any other environmental hazards or adverse environmental conditions. The certification and environmental audit provided to Lessor pursuant to this paragraph shall be prepared and provided by an environmental firm or consultant which shall be engaged by and acceptable to Lessor. Should the presence of any Hazardous Materials, other hazardous or toxic substances or any other environmental hazards or adverse environmental condition be revealed by the certification or audit, or be otherwise discovered, Lessee shall complete a remediation plan that meets the requirements of the environmental firm or consultant and Lessor, and Lessor may require, in Lessor’s sole discretion, and at Lessor’s option, that ail violations with respect to Hazardous Materials or other toxic substances be corrected and that Lessee obtain all necessary permits. As used in this Lease, the term “Hazardous Material” shall mean and refer to (a) any material defined as “hazardous waste” or a “hazardous substance” or “hazardous material” or a “chemical substance” or “mixture” or “toxic substances” under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1802; the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. § 6901 et seq.; or the Toxic Substances Control Act, as amended, 15 U.S.C. § 2601, et and (b) other solid, semi-solid, liquid or gaseous substances which are toxic, ignitable, corrosive, carcinogenic or otherwise dangerous to human, plant, or animal health or well-being.

8.22 Protection of Business Assets. Lessee shall use its best efforts to preserve the value of Lessee’s Property. Lessee shall not directly or indirectly commit or allow any impairment, deterioration, diversion, or transfer of such property not in the ordinary course of business without Lessor’s prior written consent. Lessee will not permit any relocation of the business located on the Leased Premises or any substantial changes in the operation of the business without Lessor’s prior written consent. Lessee shall pay before or as they become due all taxes, assessments, liens, encumbrances, lease payments, and other obligations relating to its business.

8.23 Authorization to Release Information. Lessee hereby authorizes any person who may have funeral home, financing, financial, credit, valuation or other confidential or non-confidential information regarding Lessee or its business and affairs to release to Lessor such information as Lessor, in its sole discretion, deems necessary to respond to regulatory inquiries; for the performance of audits, quality control or other reviews or to market the Transaction Documents; or for any other legitimate purpose. Furthermore, upon Lessor’s request, Lessee shall sign a release authorizing the release to Lessor of any financial, credit, valuation, or other confidential or non-confidential information that Lessor, in its sole discretion, deems necessary to respond to regulatory inquires; to perform audits, quality control or other reviews, or to market the Transaction Documents; or for any other legitimate purpose.

8.24 Inspection of Books, Records, Properties. Lessee shall maintain its books, accounts and financial and business records in accordance with generally accepted accounting principles, and shall allow Lessor, or Lessor’s representatives, to inspect the books, records, and financial affairs of such person or entity with representatives of such person or entity during normal business hours. Lessee and Guarantors shall maintain all of their respective books of account and financial records in accordance with generally accepted accounting practices (GAAP) and standards.

8.25 Preservation of Corporate Existence and Similar Matters. Lessee shall preserve and maintain the corporate existence of Lessee and all of Lessee’s rights, franchises, licenses and privileges in the jurisdiction of its incorporation or organization, as the case may be, and shall ensure that each entity comprising Lessee remain qualified as a foreign corporation and authorized to do business in each jurisdiction in which the character of its properties or the nature of its businesses requires such qualification or authorization.

8.26 Authority to Perform. If Lessee fails to perform any duty or any covenants in any Transaction Document or other agreement related to Lessee’s business, Lessor shall be hereby authorized, without notice, to perform such duty or covenant or cause such duty or covenant to be performed. Lessee appoints Lessor as attorney-in-fact to sign Lessee’s name or pay any amount necessary for performance. Lessor’s right to perform for Lessee shall not create an obligation to perform, and Lessor’s failure to perform will not preclude Lessor from exercising any of Lessor’s other rights under the law or any Transaction Document. Any amount paid by or incurred by Lessor may be added to the principal balance of Lessee’s debt to Lessor or offset by Lessor from any funds held by Lessor or held in trust or by a third party, for Lessee’s benefit or otherwise.

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8.27 Prior or Subordinate Security Interest, Intentionally Omitted.

828. Compliance with Financing Covenant Agreement. Intentionally Omitted.

8.29 Collateral . Lessee’s obligation to pay Annual Rent and Additional Rent under this Lease and to perform all of Lessee’s other covenants and obligations under this Lease are secured by (1) a security interest in certain assets of Lessee, located on the Premises, pursuant to that certain Security Agreement between Lessee, as debtor, and Lessor, as secured party, of even date herewith, (2) a security interest in certain assets of Lessee’s affiliate, Premier Funeral Management Group, LLC (“PFMG”), used in connection with the operation of the Creech Funeral Home, located at 112 South 21st Street, Middlesboro, Kentucky 40965, pursuant to that certain Security Agreement between PFMG, as debtor, and Lessor, as secured party, of even date herewith, (3) a second mortgage on the real estate upon which the Creech Funeral Home is situated, located at 112 South 21st Street, Middlesboro, Kentucky 40965, pursuant to that certain Mortgage, Security Agreement and Fixture Filing between PFMG, as borrower, and Lender, as lender, of even date herewith, and (4) guaranties of various entities.

ARTICLE IX: LESSEE’S FINANCIAL COVENANTS

9.1 Liens. Lessee shall not create, assume, incur or suffer to exist, or permit any subsidiary to create, assume, incur or suffer to exist, any lien upon any of Lessee’s merchandise, inventory, computer and other equipment, machinery, furniture, furnishings, vehicles, goods, supplies, trade names, intangible property, accounts, bank accounts, trust accounts, documents, policies and certificates of insurance, money, chattel paper, chores and things in action, general intangibles and rights to payment or proceeds of any kind, including without limitation, goodwill, contract rights, and any and all additions, attachments, parts, repairs, accessories, accessions, replacements and substitutions to or for any of the forgoing (all of such items being collectively referred to as the “Business Assets”). Lessee and Guarantors acknowledge that this covenant prohibits the conveyance or pledge of the Premises or Business Assets other than in connection with the Transaction Documents or with Lessor’s permission.

9.2 Inventory. Lessor and Lessee acknowledge that all inventory is owned by the Lessee and shall be paid for when it is replaced. Lessee shall continue its purchase and display of inventory in this manner and shall not move the business to a consignment inventory relationship, or any other type of arrangement in which Lessee does not own or hold title to its inventory, without the advance express written consent of Lessor. Lessee acknowledges that violation of this clause shall constitute a default of this Lease.

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9.3 Merger, Consolidation and Sale of Assets. Lessee shall not (a) merge or consolidate with any other person or entity; (b) sell, lease or transfer or otherwise dispose of all or any substantial portion of its assets; or (c) permit any subsidiary to do any of the foregoing.

9.4 Other Indebtedness or Leases. Lessee shall not obtain any loans, advances or other financial accommodations or arrangements or otherwise incur any other indebtedness for money borrowed or for the deferred purchase price of any asset (including capitalized lease obligations) from any other person, other than indebtedness (a) for supplies or inventory payable within 60 days, but the aggregate total of all such debt shall not exceed One Hundred Fifty Thousand and No/100’s Dollars ($150,000.00), (b) created by the Transaction Documents; or (c) expressly approved and permitted in advance by Lessor in writing. Lessor acknowledges that Lessee operates other business and owns other properties besides the Business and the Premises. Consequently, notwithstanding this provision, any loan, advance, or other financial accommodation or indebtedness that is not incurred in connection with Lessee’s operation of the Business or of Creech Funeral Home in Middlesboro, Kentucky (upon which Lessor holds a mortgage and security interest), shall not constitute a violation of this paragraph.

9.5 Loans/Investments. Intentionally Omitted.

9.6 Capital Expenditures. With respect to the Business, Lessee shall not, without prior written consent of Lessor, make or become obligated in connection with the purchase or acquisition of any fixed asset as defined by Financial Accounting Standards Board, if (i) the cost of such asset (including indebtedness constituting the deferred portion of the purchase price thereof) would be in excess of One Hundred Thousand and No/100’s Dollars ($100,000.00) or (ii) after giving effect thereto, the aggregate purchase price (including any indebtedness constituting the deferred portion of the purchase price thereof) of all such items to be purchased or acquired would exceed One Hundred Thousand and No/100’s Dollars ($100,000.00).

9.7 Change of Ownership. There shall be no material change in ownership or management of Lessee, the Premises, or the Business Assets, without prior written approval of Lessor. Lessee shall not create, incorporate or acquire any subsidiary, other than subsidiaries in existence as of the date hereof. Any transactions with such preexisting subsidiaries shall be done in the normal course of business.

9.8 Subsidiaries.

9.9 Guarantees. Lessee shall not assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any indebtedness of any other person, other than guarantees from time to time existing in favor of Lessor, unless expressly approved in advance by Lessor in writing.

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ARTICLE X; LESSEE’S REPRESENTATIONS

Lessee warrants and represents to and covenants with Lessor as follows, and acknowledges that each and every such representation is material to Lessor’s decision to enter into this Lease and the Transaction Documents:

10.1 Authority. Lessee has the right, power and capacity and is duly authorized and empowered to enter into, execute, deliver and perform this Lease and the Transaction Documents.

10.2 No Violation. The execution, delivery and/or performance by Lessee of this Lease and the Transaction Documents shall not, by the lapse of time, the giving of notice or otherwise, constitute a violation of any applicable law or a breach of any provision contained in Lessee’s articles of incorporation, articles of organization, partnership agreement, bylaws or similar document, as applicable, or contained in any agreement, instrument or document to which Lessee is now or hereafter a party or by which it is or may be bound.

10.3 Solvency. Lessee is now, and at all times hereafter shall be solvent, and generally paying its debts as they mature and Lessee now owns (or has an interest acceptable to Lessor in) and shall at all time hereafter own (or have an interest acceptable to Lessor in) property which, at fair valuation, is greater than the sum of its debts.

10.4 Compliance with Applicable Law. Lessee is not and will not be, during the term hereof, in violation of any applicable federal, state or local statue, regulation or ordinance that in any respect materially and adversely affects its business, property, assets, operations or condition, financial or otherwise.

10.5 No Default. Lessee is not in default with respect to any indenture, financing agreement, mortgage, deed, or other similar agreement relating to the borrowing of monies to which it is a party or by which it is bound.

10.6 Corporate Existence; Principal Place of Business. Lessee is a Delaware limited liability company, duly formed and organized, and in good standing, with a principal place of business in Marion County, Indiana. Lessee shall not change its principal place of business to a location outside of Marion County, Indiana, without first giving Lessor ten (10) days advance notice of such change. Upon request, each entity, at such entity’s cost, shall provide to Lessor a certificate or good standing issued by the secretary of state or appropriate government official of the state in which such entity was formed.

10.7 Financial Statements. The financial statements presented by Lessee to Lessor are true and correct, have been prepared according to generally accepted accounting principles, consistently applied, and fairly and accurately represent the respective financial conditions of the subjects as of the dates thereof. Since the date of each financial statement, there have been no material changes, adverse or otherwise, in Lessee’s financial condition, other than those previously disclosed to Lessor in writing. There exists no material contingent liability or obligation assertable against Lessee, other than liabilities or obligations previously disclosed by Lessee to Lessor in writing. All other financial information concerning Lessee which has been provided to Lessor is true, correct and accurate.

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10.8 Tax Returns. All federal, state and other tax returns of Lessee required by law to be filed have been completed in full and have been duly and timely filed, and all taxes, assessments and withholdings shown on such returns or billed to Lessee have been paid, and Lessee maintains adequate reserves and accruals in respect of all such federal, state and other taxes, assessments and withholdings. Except for certain state and local ad valorem taxes, there are no unpaid assessments pending against Lessee for any taxes or withholdings, and Lessee knows of no basis for any assessments.

10.9 No Subordination of Lessor’s Rights. Any and all obligations of Lessee to a third party are subordinated in right of payment to any and all of Lessee’s obligations to Lessor under this Lease and the Transaction Documents.

10.10 Subordination of Shareholders’ Rights. Lessee hereby represents that each Guarantor has subordinated to Lessor’s right to receive payment from Lessee pursuant to this Lease and any Transaction Document the right of such Guarantor to receive payment from Lessee on any loans made by such Guarantor to Lessee. Any and all of Lessee’s current and future obligations to any Guarantor and any shareholder, member or partner, as the case may be, shall be subordinate to any and all of Lessee’s current and future obligations to Lessor.

10.11 Permits for Conducting Business. Lessee now possesses all permits, approvals, memberships, franchises, contracts, Licenses, trademark rights, trade names, and patents necessary to enable it legally to conduct its business operations as now conducted, and as contemplated and represented to Lessor, and legally to operate and run Lessee’s business and affairs. Lessee shall continue to maintain all such permits, approvals, memberships, franchises, contracts, licenses, trademark rights, trade names, and patents as needed or required to operate its business and affairs, and shall continue to comply with and adhere to all governmental zoning and land use ordinances, rules, regulations, orders and agreements affecting the Premises and the uses of the Premises. All applicable governmental zoning and land use ordinances, rules, regulations, orders and agreements permit the continued and uninterrupted use of the improvements in connection with Lessee’s business and affairs. There is no pending litigation or proceeding of any kind regarding the validity of such ordinances, rules, regulations, orders and agreements and no such litigation or proceeding has been threatened. No additional permit, consent, authorization, order or license of any individual, entity or governmental authority is necessary to operate Lessee’s business legally. No consent, permission, authorization, order or license of any individual, entity, or governmental authority is necessary in connection with the execution, delivery, performance or enforcement of this Lease or the Transaction Documents.

10.12 Marketable Title. Lessee has good and marketable title to the Business Assets and any other property and assets reflected in the above-described financial statements.

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10.13 Hazardous Materials. Except for chemicals, materials and substances that are customarily and routinely utilized in the course of operations of a funeral home, including any and all chemicals, materials and substances utilized in the embalming of human remains and the preparation of such remains for burial or other disposition (all of which chemicals, materials and substances shall be stored, maintained, used and disposed of in accordance with all applicable laws and regulations), Lessee shall not produce or dispose on the Premises, or any of Lessor’s properties, of any Hazardous Materials or conduct any activity that could produce Hazardous Materials or cause toxic effects on humans, animals or flora, and shall not produce, dispose or conduct such activity in the future. Neither Lessee nor any subsidiary of Lessee is in violation of any federal, state, or local laws, ordinances or regulations for environmental protection, including, but not limited to, the Federal Clean Air Act, the Federal Clean Water Act, the Resources Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the National Environmental Act, the regulations of the United States Environmental Protection Agency and the regulations of an analogous agency of the State of North Carolina. Lessee shall comply fully with all such laws and regulations. Notwithstanding any other provision of this Lease or any Transaction Document, Lessor acknowledges that Lessee will operate a funeral home on the Premises, and will use and store at or on the Premises, in a manner permitted by applicable laws, chemicals, materials, and substances that are customarily and routinely utilized in the course of operations of a funeral home, including embalming fluid any and all other chemicals, materials, and substances utilized in the embalming of human remains and the preparation of such remains for burial or other disposition, that are necessary for the conduct of Lessee’s business. Lessor expressly allows such use and agrees that such use, by itself, shall not constitute a breach of this paragraph or constitute a default under this Lease; provided, however, that (a) such use fully complies with applicable laws and regulations, and (b) such permission shall not relieve Borrower of any of its obligations under this paragraph or any of the Transaction Documents.

10.14 Litigation. There are no pending or threatened actions or proceedings in a court of competent jurisdiction or before an administrative, regulatory or other governmental agency or authority that may in any way adversely affect the financial condition or business operations of Lessee. There are no actions, suits or proceedings pending, or, to Lessee’s knowledge, threatened or anticipated, before any court or governmental or administrative body or agency affecting the Premises or its continued use. Lessee is not now a party to any litigation affecting the Premises, or any part thereof, or Lessee’s rights to lease the Premises, and Lessee knows of no litigation, or to the best of its knowledge, threatened litigation, affecting the Premises or any part thereof. Lessee shall give Lessor prompt notice of the institution of any such litigation.

10.15 Liens. Intentionally omitted.

10.16 Loss. There has been no substantial loss or destruction of the physical assets or properties of Lessee since the date of the financial statements furnished by Lessee.

10.17 Default. No default exists under the provisions of any of the Transaction Documents, or under the provisions of any other agreement for borrowed money that is material to the operation of Lessee’s business.

10.18 No Name Changes. Intentionally omitted.

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10.19 Utilities. Utility services have been constructed to and provided for the Premises, with sufficient capacity and in a condition to serve properly and adequately the improvements on the Premises, and have been approved by the appropriate governmental authorities. Upon request, Lessee shall provide to Lessor written evidence, satisfactory to Lessor, of same. Such utility services include, but are not limited to, electrical, gas, water and sewer services, drainage, and storm water.

10.20 Compliance with Laws. Lessee has complied with all laws, ordinances, rules and regulations of all local, state and federal governments and agencies with respect to its ownership, use and operations conducted on the Premises.

10.21 No Notice of Violation. Lessee has not received any notice from any municipal, county, state or other governmental agency or body having jurisdiction over the Premises of any zoning, fire, health, or environmental violation or violations of any laws, ordinances, statutes or regulations relating to pollution or environmental standards.

10.22 No Notice of Condemnation. Lessee has not received any notice of any pending or threatened condemnation or similar proceeding affecting the Property or any portion thereof, nor is the Lessee aware that any such action is presently contemplated;

10.23 Restrictions on Premises. Lessee is not a party to, subject to, or bound by any judgment or order of any court or governmental authority or any contract, commitment, agreement, undertaking, arrangement, license or restriction which could prevent the use of the Premises as a funeral home.

10.24 No Landfill, USTs. Intentionally omitted.

10.25 Premises Not in Flood Zone. Intentionally omitted.

10.26 Wetlands. Intentionally omitted.

10.27 No Adverse Circumstances. To the best of Lessee’s knowledge, there are no significant adverse facts or conditions relating to the Premises or its intended use by Lessee which has not been specifically disclosed in writing by Lessee to Lessor, and Lessee knows of no fact or condition of any kind or character whatsoever which adversely affects such intended use of the Premises.

10.28 Materialmen’s Liens. Intentionally omitted.

10,29 No Changes in Zoning. To the best of Lessee’s knowledge, there are no pending or contemplated changes in the present status of zoning of the Premises, and Lessee shall give prompt notice to Lessor of any such proposed changes of which Lessee is aware prior to Closing.

10.30 Leases. Intentionally omitted.

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10.31 Bankruptcy. Lessee is not involved in any bankruptcy, reorganization or insolvency proceeding.

10.32 Brokers. Intentionally omitted.

ARTICLE XI: INSURANCE

11.1 Building and Property Insurance. Lessor shall at all times throughout the Term maintain fire, casualty, and extended coverage insurance covering the Buildings in an amount not less than the full replacement cost of the Buildings, which policies shall list Lessor (and Lender[s] of the Lessor, as Lessor may direct) as the insured. Such coverage shall be provided by insurance companies chosen by Lessor and reasonably satisfactory to Lessee and licensed to issue insurance in the state in which the property is located. Every such policy of insurance shall contain provisions for thirty (30) days written notice to Lessor of any cancellation, non-renewal or modification to the policy. All such insurance policies shall be issued by a properly licensed insurer acceptable to Lessor and having the standard New York long form mortgagee clause favoring Lessor in an amount equal to at least the value of the improvements and sufficient to compensate Lessor up to the full replacement cost of the improvements. Such coverage shall be on a cost replacement basis. All costs of insurance with respect to the Leased Premises (including casualty and liability insurance) shall be paid by Lessee, and the Lessor shall have no obligation or liability in this regard. Lessee shall pay the premiums for all such policies required by this Lease in a timely manner. Lessee shall pay the costs of such insurance through escrows, as provided in Section 11.6 of this Lease, unless Lessor suspends Lessee’s obligation to escrow the costs of insurance.

1L2 Waiver of Subrogation. Lessor and Lessee, on behalf of themselves and their respective insurers, hereby waive all causes and rights of recovery against the other and each of their respective officers, employees and agents, for any loss occurring to the property of either of them, regardless of cause or origin. Lessor and Lessee agree that all insurance policies presently existing or obtained after the date hereof, shall include a clause or endorsement to the effect that any such policies shall not be invalidated, nor shall the right of recovery against any party for loss occurring to the Buildings be impaired, by virtue of such waiver of subrogation, and denying the insurer’s rights of subrogation against the other party to the extent such rights have been waived by the insured prior to the occurrence of the injury or loss,

11.3 Liability Insurance. Lessee shall procure and maintain in effect at all times during the Term, comprehensive general liability insurance with a combined single limit of liability of at least One Million and No/100’s Dollars ($1,000,000.00), which policy shall list Lessor as an additional insured. Lessee shall furnish certificates of such insurance to Lessor promptly upon receipt of written request thereof.

11.4 Lessor as Insured or Additional Insured. Lessor shall be the insured on any and all casualty policies, and shall be named on each liability policy as an additional co-insured party.

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11.5 Proof of Insurance. At the commencement of this Lease, and subsequently from time to time upon Lessor’s request, Lessee shall provide to Lessor proof of any such insurance obtained by Lessee by delivering to Lessor a certificate evidencing such insurance coverage.

11.6 Escrows for Property Insurance.

(a) Lessee’s Monthly Escrow of Insurance Premiums Required. Lessee shall pay to Lessor each month, in addition to Annual Rent, an amount to be held by Lessor in escrow for payment of the premiums and other charges for any casualty insurance which Lessee is required to maintain under this Lease, Such monthly payments shall be due on the first day of each month, and shall be paid at the same time as the payment of Annual Rent. Lessor shall notify Lessee in writing of the amount of such monthly payment, which shall generally be equal to one-twelfth of the amount of the premiums and other insurance charges for the previous year. If the premiums and charges for a particular year are more than the amount used as a basis for monthly payments into escrow, then Lessee shall immediately pay to Lessor on demand any difference.

(b) Suspension of Lessee’s Obligation to Escrow Insurance Premiums. At Lessor’s option and in Lessor’s sole discretion, Lessor may suspend Lessee’s obligation to escrow insurance with Lessor by notifying Lessee in writing of such suspension, and if Lessor so suspends such obligation, then Lessee shall pay in a timely manner the premiums and other charges for any insurance which Lessee is required to maintain under this Lease.

ARTICLE XII: INDEMNIFICATION

12.1 Indemnity by Lessee. Lessee agrees to indemnify, defend and hold Lessor harmless from and against any loss, cost, liability, damage or expense, including without limitation, reasonable attorney’s fees incurred in connection with or arising from: (a) Any negligence of Lessee or its employees, agents or contractors, in or on the Premises other than the act or omission of Lessor; and/or (b) Lessee’s failure to carry out its obligations under the Lease,

12.2 Indemnity by Lessor. Lessor agrees to indemnify, defend and hold Lessee harmless from and against any loss, cost, liability, damage or expense, including without limitation, reasonable attorney’s fees incurred in connection with or arising from: (a) Any negligence of Lessor or its employees, agents or contractors in or on the Premises, other than the act or omission of Lessee; and/or (b) Lessor’s failure to carry out its obligations under this Lease.

12.3 Cooperation and Information. In carrying out their respective obligations to indemnify, defend, and hold the other harmless under the provisions of Subsections 12.1 and 12.2, Lessor and Lessee shall cooperate with each other in all respects, including without limitation, promptly notifying the other of any action or event which may reasonably be expected to be the basis of a claim or a suit for which the other is obligated to indemnify, defend, and hold harmless under the provisions hereof, and supplying the other with all information and documentation available to it relating to the same.

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ARTICLE XIII: CONDEMNATION

13.1 No Termination. If, at any time during the Term, all or any portion of one or more of the Buildings located on the Premises shall be condemned or taken for public or quasi-public use, or if any portion of the Lot, Buildings or Premises is so condemned or taken, which would materially affect Lessee’s ability to conduct normal business operations on that particular tract or tracts of the Premises, then as of the date of dispossession of Lessee from such parcel or portion thereof as a result of any such condemnation or taking, Annual Rent shall abate in the proportion that the area so condemned or taken bears to the total area of the Premises, but this Lease shall otherwise remain in full force and effect.

13.2 Temporary Taking. If at any time during the Term a substantial portion of one or more of the Buildings is condemned or taken for a public or quasi-public use for a limited period of taking time, which would materially affect Lessee’s ability to conduct normal business operations on the Premises, then this Lease shall remain in full force and effect as to such portion of the premises thus affected and as to all other portions of the Premises; provided, however, that Annual Rent shall abate during such limited period in the proportion that the area so rendered substantially untenable or unusable as a result of such condemnation or taking bears to the total area of the Premises.

13.3 Awards. Lessor shall be entitled to the entire award resulting from any such condemnation or taking, including without limitation, any portion of any award attributable to the value of the leasehold estate created by this Lease; provided however, that Lessee reserves to itself any portion of any award attributable to Lessee’s personal property or fixtures, its relocation expenses, or the interruption or damage to its business.

ARTICLE XIV: FIRE AND CASUALTY

14.1 Damage and Destruction. If, at any time during the Term, more than twenty-five percent (25.0%) of a Building is damaged or destroyed by fire or other casualty, and such damage or destruction materially affects Lessee’s ability to conduct normal business operations on the Premises, then during a ninety- (90-) day period following the damage or destruction of such Building, Lessee’s obligation to pay Annual Rent shall be abated, commencing on the date of such damage or destruction, in the proportion that the area of the part of the particular tract so damaged or destroyed or rendered untenantable bears to the total area of such tract (provided, however, if Lessee is unable to operate its business during such period of repair, Annual Rent for the Premises shall fully abate during such time). Thereafter, Lessee shall continue to pay full Annual Rent.

ARTICLE XV: ASSIGNMENT AND SUBLETTING

15.1 Consent Required. Lessee shall not sublet any portion of the Premises or assign, mortgage, pledge or transfer any of its rights with respect to any of its rights or interest created by this Lease without Lessor’s prior written consent in each instance, which consent shall be given or withheld as hereinafter provided, except by operation of law. Lessor may assign or convey its interest in the Premises (or any one or more of the tracts or parcels included in the Premises) at any time, but only if such transfer or conveyance is subject to this Lease. Lessor shall give Lessee written notice of such transfer no later then ten days after the effective date of such transfer.

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15.2 Procedure. If Lessee desires at any time to sublet any portion of the Premises or assign mortgage, pledge or transfer this Lease or any of Lessee’s rights or interest created by this Lease, it shall first give advance written notice to Lessor of its desire to do so, and the terms and provisions of the proposed assignment or sublease. Lessor shall, within thirty (30) days after Lessor’s actual receipt of such notice, provide Lessee with written notice of Lessor’s consent to or disapproval of the proposed assignment, subletting, mortgage, pledge or transfer (any such disapproval specifying in writing the objections Lessor has to the proposed assignment, sublease, mortgage, pledge or transfer). Lessor shall be entitled to approve, disapprove or condition its approval in Lessor’s discretion. In the event Lessor fails to provide any written notice of disapproval to Lessee as aforesaid within said thirty- (30-) day period, Lessor shall be deemed to have consented to the proposed assignment, sublease, mortgage, pledge or transfer. Consent by Lessor to any assignment, subletting, mortgage, pledge or transfer by Lessee shall not relieve Lessee of any obligation to be performed by Lessee under this Lease, and Lessee shall remain fully bound and obligated under the terms of this Lease.

ARTICLE XVI: DEFAULT

16.1 Events of Default. An Event of Default shall be deemed to have occurred hereunder if:

(a) Lessee shall fail to pay any monthly installment of Annual Rent or Additional Rent by the end of the applicable grace period set forth in Section 3.2(a) of this Lease;

(b) Lessee breaches or fails to comply with any term, provision, condition, or covenant of this Lease, other than the obligation to pay Annual Rent and Additional Rent, as described in Section 16.1(a);

(c) Lessee breaches any representation set forth in this Lease;

(d) Lessee’s interest in the Lease or the Premises shall be subjected to any attachment, levy, or sale pursuant to any execution, order or decree entered or filed against Lessee in any legal proceeding and such order or decree shall not be vacated within fifteen (15) days of entry thereof or shall not be appealed (and diligently pursued) so as to stay enforcement thereof;

(e) Lessee shall make an assignment for the benefit of creditors;

(f) An involuntary petition under the Federal Bankruptcy Code is filed against Lessee and not dismissed within one hundred twenty (120) days; or

(g) Lessee shall be in default under the terms of any note, security or financing covenant agreement held by or entered into with the Lessor.

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16.2 Remedies. Upon the occurrence of an event of default, and after affording Lessee any cure period required by Section 16.3, then Lessor shall have the option to do and perform any one or more of the following in addition to, and not in limitation of, any other remedy or right permitted it by law or in equity or by this Lease:

(a) Lessor, with or without terminating this Lease, may upon reasonable notice and without unreasonably interfering with the operation of Lessee, thereafter re-enter the Premises arid correct or repair any condition which shall constitute a failure on Lessee’s part to keep, observe, perform, satisfy, or abide by any term, condition, covenant, agreement, or obligation of this Lease or of any notice given Lessee by Lessor pursuant to the terms of this Lease, and Lessee shall fully reimburse and compensate Lessor on demand. Any such re-entry correction or repair shall not of itself constitute an acceptance by Lessor of a surrender of this Lease or of the Premises by Lessee and shall not of itself constitute a termination of this Lease by Lessor or otherwise terminate or abate Lessee’s obligation to pay Rent to Lessor.

(b) Lessor, with or without terminating this Lease, may immediately or at any time thereafter demand in writing that Lessee vacate the Premises and thereupon Lessee shall vacate the Premises and remove therefrom all property thereon belonging to or placed on the Premises by, at the direction of, or with consent of Lessee (except such property upon which Lessor has been granted a security interest) within ten (10) days of receipt by Lessee of such notice from Lessor, whereupon Lessor shall have the right to re-enter and take possession of the Premises. Any such demand, reentry and taking possession of the Premises by Lessor shall not of itself constitute an acceptance by Lessor of a surrender of this Lease or of the Premises by Lessee and shall not of itself constitute a termination of this Lease by Lessor or otherwise terminate or abate Lessee’s obligation to pay Rent to Lessor.

(c) Lessor, with or without terminating this Lease, may immediately or at any time thereafter, re-enter the Premises and remove therefrom Lessee and all property belonging to or placed on the Premises by, at the direction of, or with consent of Lessee. Any such re-entry and removal by Lessor shall not of itself constitute an acceptance by Lessor of a surrender of this Lease or of the Premises by Lessee and shall not of itself constitute a termination of this Lease by Lessor or otherwise terminate or abate Lessee’s obligation to pay Rent to Lessor.

(d) Lessor, with or without terminating this Lease, may immediately or at any time thereafter relet the Premises or any part thereof for such time or times, at such rental or rentals and upon such other terms and conditions as Lessor in its sole discretion may deem advisable, and Lessor may make any alterations or repairs to the Premises which it may deem necessary or proper to facilitate such reletting; and Lessee shall pay all costs of such reletting, including, but not limited to, the cost of any such alterations and repairs to the Premises, attorney’s fees, leasing inducements, and brokerage commissions; and if this Lease shall not have been terminated, Lessee shall continue to pay all rent and all other charges due under this Lease up to and including the date of beginning of payment of rent by any subsequent lessee of part or all of the Leased Premises, and thereafter Lessee shall pay monthly during the remainder of the term of this Lease the difference, if any, between the rent and other charges collected from any such subsequent lessee or tenants and the rent and other charges reserved in this Lease, but Lessee shall not be entitled to receive any excess of any such rents collected over the rents reserved herein.

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16.3 Right to Cure. If Lessor declares a default, then Lessor shall give Lessee written notice, in accordance with Section 19.8 of this Agreement, specifying with particularity the default or condition unsatisfied. Before exercising any remedies on account of such default, Lessor shall give Lessee the following period of time, depending on the nature of the default, after Lessee’s receipt of written notice of default, to cure such default before Lessor utilizes any remedies under this Agreement:

(a) If the event of default is one described in Section 16.1(a), or one which may be cured by Lessee’s payment of money to a third party, then Lessee shall be afforded ten (10) days after its receipt of written notice of such default; provided, however, that notwithstanding any other provision of this Lease, during any twelve-month period, Lessee shall be entitled to only one notice and cure period with respect to the failure to pay Annual Rent or Additional Rent;

(b) If the event of default is one described in Section 16.1(d), then Lessee shall be afforded ten (10) days after its receipt of written notice of such default;

(b) If the event of default is one described in Section 16.1(e), then Lessee shall be afforded the time period set forth in said Section 16.1(e) after its receipt of written notice of such default;

(c) If the event of default is one described in Section 16.1(b), Section 16.1(c), Section 16.1(d), or Section 16.1(h), then Lessee shall be afforded thirty (30) days after its receipt of written notice of such default (or, if any such event of default is not susceptible to cure within such thirty- (30-] day period, then Lessee shall be afforded a longer cure period, but only as long as Lessee promptly commences and diligently pursues such cure, and in no event shall the cure period with respect to any such event of default exceed one hundred twenty [120] days);

(d) In the event of a default described in Section 16.1(1) and such default has
not been cured as provided in such note or security agreement.

16.4 Re-entry. If Lessor re-enters the Premises or terminates this Lease pursuant to any of the provisions of this Lease, Lessee hereby waives all claims for damages which may be caused by such re-entry or termination by Lessor. Lessee shall and does hereby indemnify and hold Lessor harmless from any loss, cost (including court costs and attorney’s fees), or damages suffered by Lessor by reason of such re-entry or termination. No such re-entry or termination shall be considered or construed to be a forcible entry.

16.5 Remedies Cumulative. The exercise by Lessor of any one or more of the rights and remedies provided in this Lease shall not prevent the subsequent exercise by Lessor of any one or more of the other rights and remedies herein provided. All remedies provided for in this Lease are cumulative and may, at the election of Lessor, be exercised alternatively, successively, or in any other manner and are in addition to any other rights provided for or allowed by law or in equity.

ARTICLE XVII: SUBORDINATION

17.1 Subordination to Mortgages. Lessee agrees that, upon the request of the Lessor, Lessee shall subordinate this Lease to the lien of any mortgage, security deed or deed of trust that may now or hereafter exist, for which the Buildings or Lessor’s interest in the Premises or this Lease is pledged as security, provided that the mortgagees or beneficiaries named in such mortgage or deeds of trust agree in writing (a) to recognize the interest of Lessee under this Lease, (b) that so long as Lessee shall perform its obligations under this Lease, the rights of Lessee hereunder shall remain in full force and effect, and (c) that they will not disturb Lessee’s occupancy of the Premises under this Lease in the event of foreclosure or other action taken under the mortgage or deed of trust if Lessee is not then in default. Lessee shall execute and deliver to Lessor all instruments Lessor reasonably deems necessary to evidence and give effect to any such subordination, provided that no such instrument shall alter any of the terms, covenants or conditions of this Lease, and provided that said instrument shall contain the covenants of the lender as aforesaid.

17.2 Estoppel Certificates. From time to time, Lessee shall, within thirty (30) days after receipt of a written request from Lessor, execute and deliver to Lessor a certificate stating to the extent applicable:

(a) That the Lease is in full force and effect and unmodified (or if there have been any modifications, specifying the date and nature thereof);

(b) That to its knowledge, Lessee has no defenses, offsets, or counterclaims against its obligations to pay Annual Rent and Additional Rent, and to perform its other obligations under this Lease;

(c) That to its knowledge, there are no uncured defaults of Lessor under this Lease; and

(d) The dates to which Annual Rent have been paid.

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17.3 Payment of Encumbrances. Lessee acknowledges that Lessor has mortgaged and encumbered the Leased Premises and may subsequently mortgage and encumber the Leased Premises from time to time during the term of this Lease. During the term of this Lease, Lessor shall make, in a timely manner, any and all payments required by any and all loans or debts secured by the Leased Premises,

ARTICLE XVIII: OPTION

18.1 Generally. In consideration of this Lease, and for TEN AND NO/100’s DOLLARS ($10.00) and other good and valuable consideration, and the mutual covenants and obligations set forth in this Agreement, and on the terms and conditions hereinafter set forth, Lessor hereby grants to Lessee an option to purchase the Leased Premises (including the real estate and improvements) from Lessor for a purchase price which shall be determined in accordance with Section 18.3 of this Lease, payable in cash or certified funds.

18,2 Term. Beginning on July 1, 2022, and ending on the termination of the Lease (this period of time is referred to as the “Option Term”), and as long as: (a) Lessee is not in default of this Lease, (b) Lessee shall have paid in full and satisfied, without incurring any additional debt or refinancing with Lessor, that certain Promissory Note between Lessee, as maker, and Lessor, as lender, dated the same date as the date hereof, in the original principal amount of Two Hundred Fifty Thousand and No/100’s Dollars ($250,000.00) (the “$250,000 Note”), which is secured by, among other things, certain personal property associated with the operation of the business on the Premises, and (c) Lessee shall have paid in full and satisfied, without incurring any additional debt or refinancing with Lessor, that certain Promissory Note between Lessee, as maker, and Lessor, as lender, dated the same date as the date hereof, in the original principal amount of Five Hundred Forty-Five Thousand and No/100’s Dollars ($545,000.00) (the “$545,000 Note), which is secured by, among other things, certain personal property associated with the operation of the business on the Premises; then Lessee shall have the right to purchase the Leased Premises, under the terms and conditions set forth in this Article XVIII. Lessee shall not have any right whatsoever to exercise this option until July 1, 2022, and shall likewise not have any right to exercise this option after the termination of this Lease. Lessee shall have the right to exercise this option during a Renewal Term of this Lease, as long as the other conditions set forth herein have been satisfied. When this Lease terminates, unless Lessee has exercised this option as provided in Section 18.6 of this Lease, this Option shall terminate automatically, without any further action by either party, and Lessee shall have no further rights under this article,

18.3 Purchase Price. The purchase price shall be equal to the product of (i) the Annual Rent (for the entire year, not just one month) on the day Lessee’s purchase of the Leased Premises is closed pursuant to this option, divided by (ii) 0.0975 (or 9.75%).

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18.4 Effect of Termination of Lease. If this Lease is terminated by Lessor or Lessee, then this option shall automatically terminate and be void and of no force or effect.

18.5 Effect of Default. Lessee may not exercise this option if and while Lessee is in default of this Lease, even if Lessor has not declared a default.

18.6 Exercise of Option. At any time during the term of this Lease, as long as Lessee has fully complied with the conditions set forth in Section 18.2 of this Lease, and as long as Lessee is not in default of this Lease, then Lessee shall be entitled to exercise this option by delivering to Lessor a written notice stating Lessee’s intent to exercise this option and close the sale and purchase of the Leased Premises at a mutually agreeable time no more than one hundred twenty (120) days and no less than thirty (30) days from the date of the notice, which time can be beyond the term of this Lease. The exercise of this option shall ripen this instrument into a contract for the sale and purchase of the Leased Premises without the necessity of any further instrument in writing except as provided herein.

18.7 Conveyance of Leased Premises; Warranty of Title; Exceptions. Lessor covenants that, upon the exercise of this option by Lessee or its permitted assigns, and upon payment of the agreed purchase price as provided herein, Lessor shall convey, and cause to be conveyed to Lessee, unencumbered, marketable title to the Leased Premises, in fee simple, and that Lessor will warrant the title to the Leased Premises, by general limited or special covenants of warranty, against the claims and demands of all persons claiming by, through or under Lessor, subject only to the lien of ad valorem taxes for the year in which the sale is closed and any liens or encumbrances caused or created by Lessee. Taxes for the year in which the sale is closed shall not be prorated between the parties, as Lessee is obligated to pay such taxes under this Lease. Lessee shall pay all costs of preparing the warranty deeds, transfer tax, title examination, title insurance, escrow fees, Lessee’s attorney’s fees, and all other costs associated with the closing, except that Lessor shall pay the costs of curing any title objections caused by Lessor and the cost of paying and satisfying any liens or encumbrances created by Lessor.

18.8 No Credit for Rent Payments. Lessee shall not receive a credit at closing or otherwise for any rental payments made hereunder.

18.9 Purchase “As Is”. Lessee shall purchase the Leased Premises in “as is” condition “with all faults” and specifically and expressly without any warranties, representations or guaranties, of any kind, oral or written, expressed or implied, concerning the Leased Premises from or on behalf of Lessor, except as expressly provided herein. Lessor shall not under any circumstances be required to repair, modify or later any condition of the Leased Premises.

18.10 No Right to Purchase in Separate Parcels. This option shall permit Lessee to purchase all of the tracts, parcels, improvements and appurtenances constituting the Leased Premises in one transaction, and Lessee shall not be entitled under any circumstances to purchase less than all of the tracts, parcels and improvements constituting the Leased Premises.

18.11 Merger of Estates. The exercise of this Option shall not terminate this Lease or modify or reduce Lessee’s obligations under this Lease. Upon closing of the purchase of the Leased Premises pursuant to this Option, however, this Lease shall terminate and be of no further force and effect.

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18.12. Early Exercise of Option. Notwithstanding the time limitations on Lessee’s exercise of this Lease, Lessee may exercise this Option before July 1, 2022, but only after July 1, 2020, and also only as long as: (a) Lessee is not in default of this Lease, (b) Lessee shall have paid in full and satisfied, without incurring any additional debt or refinancing with Lessor, the $250,000.00 Note, (c) Lessee shall have paid in full and satisfied, without incurring any additional debt or refinancing with Lessor, the $545,000.00 Note; and (c) Lessee shall pay to Lessor a purchase price which shall be calculated as follows: The purchase price shall be equal to the product of (1)(i) the Annual Rent (for the entire year, not just one month) on the day Lessee’s purchase of the Leased Premises is closed pursuant to this Option, multiplied by (ii) the highest annual percentage change in the Annual Rent during the Lease Term up to the day Lessee’s purchase of the Leased Premises is closed pursuant to this Option (the “Maximum Escalation”), and multiplied by (iii) the Maximum Escalation an additional number of times so that Annual Rent used to calculate the purchase price shall have been increased seven (7) times (as if the Option were being exercised at the end of the Initial Term); divided by (2) 0.0975 (or 9.75%).

ARTICLE : MISCELLANEOUS

19.1 Holding Over. If Lessee holds over beyond the expiration of the Term, Lessee shall occupy the Premises as a lessee at will on a month-to-month basis upon all of the terms and conditions of this Lease, but shall pay to Lessor each month that it holds over, the sum of one hundred fifty percent (150.0%) of the Annual Rent for the last month prior to such expiration, plus Additional Rent as set forth in this Lease.

19.2 Severability. If any provisions of this Lease shall be determined to any extent to be void or unenforceable by any court of competent jurisdiction, the remainder of this Lease shall not be affected thereby, and each other provision of this Lease shall be valid and enforced to the full extent permitted by law.

19.3 No Waivers. The failure of Lessor or Lessee to insist upon the strict performance of any obligation of the other under this Lease, or to exercise any right, power, or remedy consequent upon a breach hereof, shall not constitute a waiver or relinquishment of any such obligation. A receipt of Annual Rent or Additional Rent by Lessor, or a payment of Annual Rent or Additional Rent by Lessee, with knowledge or the breach of any obligation hereunder, shall not constitute a waiver or relinquishment of any such obligation.

19.4 Remedies Cumulative. Except as expressly set forth in this Lease, the specific remedies to which Lessor or Lessee may resort are cumulative and are not intended to be exclusive of any other remedies or means of redress to which they may be entitled in law or in equity.

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19.5 Modifications in Writing. This Lease may not be amended in any way, and no such purported amendment shall be effective, except by a writing executed by Lessor and Lessee.

19.6 Entire Agreement. This Lease contains all of the agreements of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, agreements, and other dealings between them with respect to the same. Any representation, warranty, condition, understanding or agreement of any kind with respect to the subject matter of this Agreement not contained in this Agreement or in the shall not be of any force or effect and shall not be relied upon by any party.

19.7 Headings. The headings of the paragraphs of this Agreement are for convenience of reference only, are not to be considered a part hereof, and shall have no bearing on the construction or interpretation of this Agreement.

19.8 Notices. Any notice, consent, request, demand, or other communication given, or required to be given under this Lease, shall be effective only if given in writing, sent by (a) nationally recognized, overnight courier service, delivery fee prepaid, (b) registered or certified mail, return receipt requested, postage prepaid, or (c) delivered by hand, if to Lessor, to Lessor’s Address set forth in the cover of this Lease; and if Lessee, to Lessee’s Address as set forth in the cover of this Lease, or to such other address as either party may specify to the other by written notice. Any such notice, approval, consent, request, demand, or election shall be deemed to have been given upon receipt, or if receipt is refused, then when delivery was attempted.

19.9 Binding Effect. The terms, covenants and conditions contained in this Lease shall bind and inure to the benefit of Lessor and Lessee, and except as otherwise provided herein, their respective successors and assigns.

19.10 Submission Not an Offer. The submission of this Lease or a summary of any of its provisions for examination and review, does not constitute an offer to lease on the terms of this Lease or those provisions, and this Lease shall not be effective or binding on Lessor or Lessee until execution and delivery by both.

19.11 Memorandum of Lease. Neither party hereto shall record this lease, provided however, the parties agree to execute a memorandum hereof in the public records of each jurisdiction where a tract comprising the Leased Premises is located.

19.12 Attorney’s Fees. Whenever Lessor or Lessee shall be in default of the Lease, and such default shall cause either party to incur damages or expenses, such damages or expenses so incurred, with legal interest, and including penalties, costs and reasonable attorneys’ fees, may be added to or deducted from the next accruing rental payment(s) due.

19.13 Prevailing Parties. in the event Lessor or Lessee is required to obtain the services of an attorney to enforce the provisions of this Lease resulting in litigation, the prevailing party shall be entitled to reimbursement by the other of its reasonable attorney’s fees and costs.

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19.14 Exhibits. The following exhibit(s) is (are) a part of this Lease and incorporated herein by reference:

Exhibit A - Legal Description

19.15 Recitals Made Part of Agreement. The recital of facts on the first page of this instrument is hereby made a part of this Lease as if fully set forth herein.

19.16 Execution. This Lease may be simultaneously executed in duplicate counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.

19.17 Time of Essence. Time is expressly declared to be of the essence of this Lease.

19.18 Compliance with Laws and Regulations. Lessee shall, at its own expense, comply with all laws, orders and requirements of all governmental entities concerning the use and occupancy of the Leased Premises.

19.19 Governing Law. This Lease shall be interpreted and construed under and in accordance with the laws of the State of North Carolina.

(Signatures Presented on the Following Pages)

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IN WITNESS WHEREOF, the parties have caused their authorized agents to execute this Agreement on the day and year first above written.

Lessor:
HOLDINGS, L.L.C., a Georgia Limited
Liability Company
By:	/s/ Robert F. Levered
	Robert F. Levered, Its Authorized Agent

Signed, Sealed and Delivered in the Presence of:

Bethany M. King

Unofficial Witness

Lori B. Mcguffin

Notary Public, Elbert county, GA

[NOTARY SEAL] 

My Commission Expires: 5/30/16

(Signatures Continued on Next Page)

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Lessee:
MANAGEMENT SERVICES III, LLC, a Delaware Limited Liability company
By:	Troy K. Centazzo
	Troy K. Centazzo, Its President and Authorized Agent
	[COMPANY SEAL]

Signed, Sealed and Delivered in the Presence of:

Kathryn Stonkus

Unofficial Witness

Kathryn Stonkus

Notary Public, HENDERSON County, NC

[NOTARY SEAL]

My Commission Expires: 12-15-15

Server Data:Rob:FULL COPY:Corps:V:Vincyard Mearland:McFarland Funeral Chapel Lease June 17 Final.doc

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EXHIBIT A
TO LEASE AGREEMENT
BETWEEN PFMG HOLDINGS, L.L.C., AS LESSOR, AND
PREMIER FUNERAL MANAGEMENT SERVICES III, LLC, AS LESSEE,
DATED JUNE 17, 2015

(Legal Description of Leased Premises)

(McFarland Funeral Chapel, 54 McFarland Drive, Tryon North Carolina, 28782)

BEING all of that certain tract or parcel of land containing 1.90 acres, more or less, as shown and delineated on that certain plat entitled “PF Management Services, LLC, Tryon Twp., Polk Co., No. Car.”, dated March 12, 2015, prepared by Butler Associates, Registered Land Surveyor, said plat being duly recorded as Card File F, at Page 529, in the Office of the Register of Deeds for Polk County, North Carolina.

The above described property is identical to that conveyed to McFarland Investments, LLC, by that certain deed from Frank K. McFarland, Jr., Trustee of Frank K. McFarland, Jr. Revocable Trust dated ⁴/₂0/1990, said deed dated December 23, 1999, and recorded on December 28, 1999, in Book 260, at Page 333, Polk Count Registry.

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EX1A-6 MAT CTRCT

Exhibit 6.13

LEASE AGREEMENT WITH OPTION TO PURCHASE

Premier Funeral Management Group V, LLC

November 5, 2015

Sharp Funeral Home
Oliver Springs, Tennessee

SUMMARY PAGE

Lessor:	PFMG Holdings, L.L.C.
Lessee:	Premier Funeral Management Group V, LLC
Leased Premises:	Sharp Funeral Home
	209 Roane Street
	Oliver Springs, Tennessee 37840
Term:	Approximately seven (7) years beginning the 5th day of November, 2015 and ending the 31st day of December, 2022. This initial term will be followed by three optional Renewal Terms of seven (7) years each.
Annual Rent:	During the first year of the Term, rent shall be $100,000.00 per year. On November 1 of each year, rent shall be increased by two and one half percent (2.50%).
Additional Rent:	Monthly Payments of Property Taxes and Insurance into Escrow, Plus Maintenance.
Security Deposit:	$0.00
Initial Rent Payment:	$8,333.33 per month (after initial prorated payment).
Permitted Use:	The Premises are currently used and shall continue to be used as a Funeral Home.

TABLE OF CONTENTS

ARTICLE I	DEMISED PREMISES
	1.1	Premises	1
	1.2	Acceptance of Premises	2
ARTICLE II	TERM
	2.1	Initial Term	2
	2.2	Renewal Term	2
ARTICLE III	RENT AND ADDITIONAL RENT
	3.1	Rent	3
	3.2	Annual Rent	3
	3.3	Additional Rent	4
	3.4	Utilities	4
	3.5	Taxes; Escrows	4
	3.6	Triple Net Lease	6
ARTICLE IV	USE OF PREMISES
	4.1	Permitted Uses	6
ARTICLE V	ALTERATIONS AND ADDITIONS
	5.1	Lessee Work	6
ARTICLE VI	LESSEE’S PROPERTY
	6.1	Ownership	7
	6.2	Lien Waivers	7
	6.3	Removal of Lessee’s Property upon Termination of Lease	7
	6.4	Applicability	7
ARTICLE VII	LESSOR’S COVENANTS AND REPRESENTATIONS
	7.1	Authority	7
	7.2	Non-Interference	7
	7.3	Quiet Enjoyment	7
ARTICLE VIII	LESSEE’S COVENANTS
	8.1	Payments	8
	8.2	Maintenance and Repairs	8

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	8.3	Yield-Up	8
	8.4	Use	9
	8.5	Risk of I .oss to Lessee’s Property	9
	8.6	Lessor’s Entry	9
	8.7	Taxes	9
	8.8	Liens	9
	8.9	1,icensure	9
	8.10	Name Changes to Business	9
	8.11	Financial Statements	9
	8.12	Purchase Agreement	9
	8.13	Deposit Account	10
	8.14	Financial Reporting and Additional Documents	10
	8.15	Further Assurances; Power of Attorney	11
	8.16	Compliance with Applicable Law	11
	8.17	ERISA	12
	8.18	Taxes and Assessments	12
	8.19	Notice of Event of Default, Claim or Change in Status	12
	8.20	Reimbursement of Lessor Expenses	12
	8.21	Indemnification for Environmental Claims	13
	8.22	Protection of Business Assets	13
	8.23	Authorization to Release Information	13
	8.24	Inspection of Books. Records. Properties	13
	8.25	Preservation of Corporate Existence and Similar Matters	14
	8.26	Authority to Perform	14
	8.27	Prior or Subordinate Security Interest	14
	8.28	Compliance with Financing Covenant Agreement	14
ARTICLE IX	LESSEE’S FINANCIAL COVENANTS
	9.1	Liens	14
	9.2	Inventory	15
	9.3	Merger, Consolidation and Sale of Assets	15
	9.4	Other Indebtedness or Leases	15
	9.5	Loans/Investments	15
	9.6	Capital Expenditures	15
	9.7	Dividends and Stock Repurchase	15
	9.8	Payment of Salary, Dividends or Other Distributions	15
	9.9	Change of Ownership	15
	9.10	Subsidiaries
	9.11	Guarantees
ARTICLE X	LESSEE’S REPRESENTATIONS
	10.1	Authority	16
	10.2	No Violation	16
	10.3	Solvency	16

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	10.4	Compliance with Applicable Law	16
	10.5	No Default	16
	10.6	No Material Adverse Change	16
	10.7	Corporate Existence	16
	10.8	Financial Statements	17
	10.9	Tax Returns	17
	10.10	No Subordination of Lessor’s Rights	17
	10.11	Subordination of Shareholder’s Rights	17
	10.12	Permits for Conducting Business	17
	10.13	Marketable Title	18
	10.14	Hazardous Materials	18
	10.15	Litigation	18
	10.16	Liens	18
	10.17	Loss	18
	10.18	Default	19
	10.19	No Name Changes	19
	10.20	Utilities	19
	10.21	Compliance with Laws	19
	10.22	No Notice of Violation	19
	10.23	No Notice of Condemnation	19
	10.24	Restrictions on Premises	19
	10.25	No Landfill, USTs	19
	10.26	Premises Not in Flood Zone	19
	10.27	Wetlands	19
	10.28	No Adverse Circumstances	19
	10.29	Materialmen’s Liens	20
	10.30	No Changes in Zoning	20
	10.31	Leases	20
	10.32	Bankruptcy	20
	10.33	Brokers	20
ARTICLE XI	INSURANCE
	11.1	Building and Property insurance	20
	11.2	Waiver of Subrogation	20
	11.3	Liability Insurance	20
	11.4	Lessor as Insured or Additional Insured	21
	11.5	Proof of Insurance	21
	11.6	Escrows for Property Insurance	21
ARTICLE XII	INDEMNIFICATION
	12.1	Indemnity by Lessee	21
	12.2	Indemnity by Lessor	21
	12.3	Cooperation and Information	21

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ARTICLE XIII	CONDEMNATION
	13.1	No Termination	22
	13.2	Temporary Taking	22
	13.3	Awards	22
ARTICLE XIV	FIRE AND CASUALTY
	14.1	Damage and Destruction	22
ARTICLE XV	ASSIGNMENT AND SUBLETTING
	15.1	Consent Required	23
	15.2	Procedure	23
ARTICLE XVI	DEFAULT
	16.1	Events of Default	23
	16.2	Remedies	24
	16.3	Right to Cure	25
	16.4	Re-entry	26
	16.5	Remedies Cumulative	26
ARTICLE. XVII	SUBORDINATION
	17.1	Subordination to Mortgages	26
	17.2	Estoppel Certificates	26
	17.3	Payment of Encumbrances	27
ARTICLE XVIII	OPTION
	18.1	Generally	27
	18.2	Term	27
	18.3	Purchase Price	27
	18.4	Effect of Termination of Lease	27
	18.5	Effect of Default	27
	18.6	Exercise of Option	28
	18.7	Conveyance of Leased Premises; Warranty of Title;	28
		Exceptions	28
	18.8	No Credit for Rent Payments	28
	18.9	Purchase “As Is”	28
	18.10	No Right to Purchase in Separate Parcels	28
	18.11	Merger of Estates	28
ARTICLE XIX	MISCELLANEOUS
	19.1	Holding Over	29

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19.2	Severability	29
19.3	No Waivers	29
19.4	Remedies Cumulative	30
19.5	Modifications in Writing..	30
19.6	Entire Agreement	30
19.7	Headings	30
19.8	Notices	30
19.9	Binding Effect	30
19.10	Submission Not an Offer	30
19.11	Memorandum of Lease	30
19.12	Attorney’s Fees	31
19.13	Prevailing Parties	31
19.14	Exhibits	31
19.15	Recitals Made Part of Agreement	31
19.16	Execution	31
19.17	Time of Essence	31
19.18	Compliance with Laws and Regulations	31
19.19	Governing Law	31
Exhibit A	Legal Description	34

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LEASE AGREEMENT WITH OPTION TO PURCHASE

THIS LEASE AGREEMENT WITH OPTION TO PURCHASE (“Lease” or “Agreement”) is entered into this 5th day of November, 2015, by and between PFMG HOLDINGS, L.L.C., a Georgia limited liability company whose principal office is located at P.O. Drawer 399, Elberton, Georgia 30635-0399 (hereinafter referred to as “Lessor”); and PREMIER FUNERAL MANAGEMENT GROUP V, LLC, a Delaware limited liability company whose principal office is located at 3815 River Crossing Parkway, Suite 100. Indianapolis, Indiana 46240 (hereinafter referred to as “Lessee).

RECITALS:

A. As part of a financing transaction, in which Lessor is providing lease-purchase financing to Lessee, Lessor has this day purchased that certain improved tract of real estate in Roane County, Tennessee. more particularly described below. The tract of real property that Lessor has purchased is referred to as the “Premises” or “Leased Premises.”

B. Lessor has agreed to lease the Premises to Lessee, and Lessee has agreed to lease the Premises from Lessor, all upon certain terms and conditions, as more fully set forth in this Lease.

C. The parties desire to execute this Lease to confirm the terms and conditions of their promises, agreements, covenants and understandings, and to be legally bound by such promises, agreements, covenants and understandings.

NOW, THEREFORE, for and in consideration of TEN DOLLARS ($10.00) in hand paid, the mutual covenants, promises and undertakings outlined in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by both of the parties, Lessor and Lessee hereby covenant and agree as follows:

ARTICLE I: DEMISED PREMISES

1.1 Premises. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor. fin the term hereinafter set forth, and upon and subject to the terms and conditions of this Lease, those certain tracts or parcels of land, with improvements thereon, more particularly described on Exhibit A to this Lease, together with all rights, ways, easements, improvements, fixtures, electrical, plumbing, heating and air conditioning systems, fences, mineral rights, riparian rights. permits and any and all appurtenances (collectively referred to as the ‘Premises”). The properties which are included in the Premises are located at the following addresses, according to the current system of numbering streets in the jurisdictions in which the land and improvements are located:

Sharp Funeral Home

209 Roane Street

Oliver Springs, Tennessee 37840

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The parties acknowledge that the Premises include all other structures and improvements located on the tract(s) of land described on Exhibit A to this Lease. Accordingly, all references in this Lease to the “Premises” or “Leased Premises” shall include and also refer to all improvements and appurtenances to the tracts) of land described on Exhibit A to this Lease, as well as the tract(s) of land described on Exhibit A to this Lease. The tract(s) of land described on Exhibit A are sometimes collectively referred to in this Lease as the -Land” or the “Lot.” Each building or structure located on a tract of land is sometimes referred to as a “Building” and arc sometimes collectively referred to as the “Buildings.”

1.2 Acceptance of Premises. Lessee has examined and hereby accepts the Leased Premises in its present “as is” condition. At the termination of this Lease. Tenant shall deliver the Leased Premises in good order and condition. normal wear and tear only excepted.

ARTICLE II: TERM

2.1 Initial Term. The Premises are leased for a term of approximately seven (7) years (the “Initial Term”), beginning on the 5th day of November, 2015 (the “Commencement Date”) and ending on the 31st day of December, 2022. at which time this Lease shall terminate absolutely and without further obligation on the part of either party, unless otherwise provided herein. or unless sooner terminated as hereinafter provided. In the event that Lessor shall permit Lessee to occupy the Premises prior to the commencement date of the Term, such occupancy shall be subject to all provisions of this Lease, but such early occupancy shall not advance the termination date provided herein.

2.2 Renewal Term. Lessee shall have an option to extend the Initial Term of this Lease for up to three (3) additional renewal terms of seven (7) years each (each of such additional seven-year terms are referred to as a “Renewal Term”), but only in the manner and upon the terms and conditions set forth in this Lease. The Initial Term of this Lease and all Renewal Terms for which this Lease is actually extended by Lessee are collectively referred to as the “Tern,” or “Terms” of this Lease. Lessee may extend the term of this Lease for one or more such additional seven-year terms, at Lessee’s option. Lessee shall not have the right to renew or extend this Lease except as provided herein. Subject to any provision hereof expressly limiting the applicability of any term of this Lease to a particular time period, all terms of this Lease shall he effective during the Renewal Terms. Lessee shall not have the right to extend the term of this Lease for more than one Renewal Term at a time. In the event Lessee elects to exercise the right to extend the Term, Lessee shall give written notice to Lessor not less than two (2) months prior to the expiration of the then-current Term. If Lessee fails to notify Lessor in a timely and proper manner, in accordance with this Lease, that Lessee wishes to exercise its option to extend this Lease beyond the end of the then-current term, then Lessee shall be deemed to have waived the right to renew this Lease, shall have no right to renew this Lease, and this Lease shall terminate at the conclusion of the then-current term without further notice or action by any party. As used in this Lease, the phrase “Term” shall include the Renewal Term or Renewal Terms unless the “Initial Term” is specified.

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ARTICLE III: RENT AND ADDITIONAL RENT

3.1 Rent. In consideration of and for Lessee’s right to use and occupy Premises during the Term. Lessee shall pay to Lessor, or to other parties on behalf of Lessor, all sums and payments as provided in this Lease. All such sums shall be deemed rent, and shall include Annual Rent, as described in Section 3.2 of this Lease, and Additional Rent, as described in Section 3.3 of this Lease.

3.2 Annual Rent.

(a) Generally. The Annual Rent during the first year of the Term shall be One Hundred Thousand and No/100’s Dollars ($100,000.000) per year and shall be payable in monthly installments due on the first day of each month in the amount of Eight Thousand Three Hundred Thirty three and 33/100s Dollars ($8,333.33) plus sales tax (if applicable), with the first monthly installment of Annual Rent being due and payable on December 1, 2015. and continuing monthly thereafter throughout the term of this Lease. In addition, if the Commencement Date of this Lease is not on the first of the month, Lessee shall pay upon execution of this Lease prorated rent from the day of execution to the first day of the next month immediately following the Commencement Date. Rent shall be due on the 1st of each month. Each rental payment shall be payable in advance without demand on the date such payment becomes due. Although each monthly rental payment shall be due on the dates set forth above, (I) such payment shall not be deemed late until the tenth (10th) of each month in which such payment is due. at which point a late fee shall be due, as provided below, and (2) such late payment shall not constitute a default under this Lease until the fifteenth (15th) of the month in which such payment is due. notwithstanding any other provision of this Lease. In the event Lessor has not received Annual Rent by the 10th day of each month, Lessee shall pay to Lessor as Additional Rent a late fee equal to the product of (i) one percent (1.0%) of the total monthly payment of Annual Rent multiplied by (ii) the number of days between the tenth and the date on which such payment is received by Lessor. At Lessor’s option, all rent payments shall he made either by electronic funds transfer from Lessor’s bank account. or by check payable to Lessor, and if by check, shall be delivered or mailed to Lessor at 3431 Cedar Lane, Tallahassee, Florida 32312, or at such other address as may be designated from time to time by Lessor by delivering to Lessee a written notice of such address change. Default for non-payment of rent hereunder shall be determined as provided in Article XVI.

(b) Increases in Annual Rent. At the beginning of each year after year one (1) of the Term. Annual Rent shall also be increased each year by two and one half percent (2.5%) of the previous year’s rent, with the increases to be effective with the monthly payment due in November. Such rental amounts for years 2 through 7 arc as follows:

Year Beginning	Annual Lease Amount		Monthly Payment
11/01/2016	$	102,500.00	$	8,541.67
11/01/2017	$	105,062.50	$	8,755.21
11/01/2018	$	107,689.06	$	8,974.09
11/01/2019	$	110,381.29	$	9,198.44
11/01/2020	$	113,140.82	$	9,428,40
11/01/2021	$	115,969.34	$	9,664.11

(This Space Intentionally Left Blank)

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(c) Effective Date of Annual Rent Escalations. Annual escalations shall be effective with the monthly payment of Annual Rent due in November of each year. Annual Rent shall continue to be payable in monthly installments due on the first day of each month at the address of Lessor set forth herein.

(d) Increases During Renewal Terms. Annual Rent due during any Renewal Term shall also increase in the same manner.

3.3 Additional Rent. Any and all other payments which Lessee is required to make to Lessor or any other person or entity pursuant to this Lease, and any and all other monetary obligations of Lessee under this Lease, including, but not limited to, utilities, taxes, insurance. and the costs of maintenance and repair, are hereinafter sometimes referred to as “Additional Rent”.

3.4 Utilities. Lessee shall contract for in its own name and pay or cause to be paid. when due, any and all charges for water, electricity, gas, sewage, waste, trash and garbage disposal, television, telephone and any and all other utility services furnished to the Leased Premises. Under no circumstances shall Lessor be obligated to pay for any such utility services.

3.5 Taxes: Escrows.

(a) Monthly Escrow Payment for Taxes. Lessee shall pay to Lessor each month, in addition to Annual Rent, an amount to be held by Lessor in escrow for payment of any taxes. general and special assessments and other public charges of every description, levied on or assessed against the Premises and any personal property located within the Premises. as well as any Sales Tax levied against the Annual Rent (collectively, the “Taxes,” or individually, a “Tax”). Such monthly payments shall be due on the first day of each month, and shall be paid at the same time as the payment of Annual Rent. Lessor shall notify Lessee in writing of the amount of such monthly payment. which shall generally be equal to one-twelfth of the amount of the Taxes for the previous year. If the Taxes for a particular year are more than the amount used as a basis for monthly payments into escrow, then Lessee shall immediately pay to Lessor on demand any difference.

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(b) Suspension of Obligation to Escrow Taxes. At Lessor’s option and in Lessor’s sole discretion, Lessor may suspend Lessee’s obligation to escrow taxes and insurance with Lessor by notifying Lessee in writing of such suspension, and if so suspends such obligation, then lessee shall pay the Taxes, or any installment of the Taxes (if permitted to be paid in installments), on or before the day on which any interest or penalty is imposed upon such payment whether belonging to or chargeable against Lessor or Lessee.

(c) Exclusions. Lessee shall not be required to pay or escrow, and the term “Taxes” shall not include (i) any tax (other than sales tax) on the rent paid to Lessor or (ii) any income, estate, gift, inheritance, transfer capital levy tax, or franchise or profits tax that may be payable by Lessor. Ilowever, if taxes are expressly imposed on the Rent in lieu of all or part of the Taxes on the land or the improvements, and the purpose of the new tax is more closely akin to that of an ad valorem tax or use tax than to an income or franchise tax on Lessor’s income, then Lessee shall pay such substitute taxes.

(d) Lessor to Furnish Tax Bills to Lessee. Lessor shall furnish a copy of all tax bills to I .essee when Lessor makes demand upon Lessee for any difference between the amount of taxes actually paid and the amount used as a basis for monthly payments into escrow, and if Lessor does not make any such demand in a particular year, Lessor shall provide a copy of the tax bill to Lessee at least sixty (60) days after Lessor pays such taxes. unless such bills are furnished directly to Lessee by the appropriate authorities. Upon request by Lessor, Lessee shall furnish to Lessor receipts indicating payment of the Taxes.

(e) Lessee’s Right to Contest Assessment. Lessee may contest any assessment or the imposition of any Tax against the Land or the Buildings, but notwithstanding any other provision of this Lease, any such contest shall be at Lessee’s sole expense, and Lessor shall have no responsibility or liability whatsoever for the costs of any such contest. Lessor agrees to execute appeals, petitions, suit papers and other documents legally necessary in connection with any such contest and, at no expense to Lessor, to cooperate reasonably in such proceedings, all upon Lessee’s request. During any such contest, Lessee shall take all steps legally necessary, including payments under protest, to prevent foreclosure and public sale or other divesting of Lessor’s title by reason of nonpayment of taxes. In any event, Lessee shall pay all Taxes prior to the issuance of an execution for such payment.

(f) Lessor’s Option to Cure. If Lessee fails to pay or escrow any Taxes (including applicable Sales Tax) in the manner and at the times required under this Lease, or fails to pay any utilities, insurance premiums on any policy required to be maintained by Lessee under this Lease. or any other charges, costs or expenses required to be paid under this Lease, then Lessor shall have the right, but not the obligation, to make such payments, in which case such sums shall be due to Lessor as Additional Rent. Lessor shall have the option of requiring Lessee to repay Lessor the amount of such payments on demand or with the next monthly installment of Annual Rem. If Lessee does not make such payment, then Lessor shall have the same rights and remedies with respect of any of its rights under Article XVI.

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3.6 Triple Net Lease. This Lease shall be deemed and construed to be a completely net lease or triple net lease and Lessee shall pay to Lessor, net throughout the term of this Lease. the Annual Rent. any additional rent and any other amounts owed to Lessor as defined hereunder free of any offset, abatement or other deduction whatsoever and without notice or demand, except as may be otherwise set forth herein, and as long as Lessee is obligated to make monthly escrow payments of Taxes to Lessor, Lessee shall make such escrow payments. Under no circumstances or conditions, whether now existing or hereafter arising, or whether or not beyond the present contemplation of Lessor or Lessee, shall Lessor be required to make any payment of any kind whatsoever with respect to this Lease or be under any other obligation or liability hereunder except as herein otherwise expressly set forth herein.

ARTICLE IV: USE OF PREMISES

4.1 Permitted Uses. The Lessee may use and occupy the Premises as a funeral home, in a manner permitted by applicable law (the “Permitted Use”), but shall not use or occupy the property for any other use, except with the advance express written permission of Lcssor, which permission shall not be unreasonably withheld, delayed, or conditioned; provided, however, that Lessor shall be entitled to request from Lessee and its affiliates information to support or justify any change in usc, and to support the desired new use, and shall be provided a reasonable amount of time to review, analyze, assess, and investigate such information. Lessee and other users of the Premises shall apply for or obtain any and all licenses, permits, and other approvals that may be required for any particular use they make, or propose to make, of the Prcmiscs. Lessor represents that the usc of the Premises for the Permitted Ilse complies with all applicable local zoning codes and ordinances.

ARTICLE V: ALTERATIONS AND ADDITIONS

5.1 Lessee Work. Lessee shall not make any alterations or additions to the Premises in excess of Fifty Thousand and No/100’s Dollars ($50,000.00) per Building during the Term except in accordance with plans and specifications first approved by Lessor in writing, which approval shall not be unreasonably withheld, conditioned or delayed. All alterations and additions shall be part of the Buildings, shall immediately become the property of Lessor, shall be included in the Premises, shall not require any increase in Annual Rent, and shall remain in the Buildings upon the termination of the Lease. Before Lessee commences any alteration(s) or addition(s), regardless of the cost of such alterations or additions, it shall secure all licenses and permits required for the work; and, if the alteration(s) or addition(s) to the Premises exceeds Fifty Thousand and No/100’s Dollars ($50,000.00), Lessee shall also deliver to Lessor (1) detailed plans and specifications for the work. and (2) a list of all contractors and subcontractors and the estimated cost of all labor and materials to be furnished by them. Lessee agrees to fully indemnify Lessor for any cause of action, claim, loss, or liability against Lessor and which results from any alteration or addition initiated by Lessee. Lessee agrees to pay promptly when due, the entire cost of any such work done in respect of its alterations and additions, and to promptly discharge or bond any liens for labor performed or materials furnished in connection therewith that may attach to the Premises or Buildings.

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ARTICLE VI: LESSEE’S PROPERTY

6.1 Ownership. All Lessee’s inventory, computer and other equipment, furniture, demountable partitions, and all other property of Lessee located in the Premises from time to time and not otherwise attached or affixed to the interior or exterior of a Building or encumbered by a security interest held by Lessor (“Lessee’s Property”), shall he and remain the property of Lessee. At any time during the Term, Lessee may remove any of Lessee’s Property from the Premises, unless prohibited under the terms of other agreements between Lessee and Lessor.

6.2 Lien Waivers. In furtherance of the foregoing, Lessor agrees that, in the event Lessee acquires and/or leases any personal property to be installed and used upon the Premises subject to retain title, conditional sale contract, security agreement or lease with an entity besides Lessor. Lessor shall execute and deliver to any such secured creditor and/or lessor a waiver of any lien Lessor may have upon such personal property. Such waiver will he on a form provided by Lessee authorizing the secured creditor and/or Lessor. with advance notice to Lessor, to enter upon the Premises and remove such personal property in the event of default under the terms of the Security Agreement and/or Lease.

6.3 Removal of Lessee’s Property upon Termination of Lease. Upon termination of this Lease, Lessee shall remove all Lessee’s Property from the Premises, except alterations and additions made by Lessee and/or any fixtures or equipment, the removal of which would damage the Buildings. Lessee shall have ten (10) days after the termination of this Lease to either (1) remove all of Lessee’s Property or (2) pay a full month’s rent thus allowing Lessee thirty (30) days after termination to remove all of Lessee’s Property. It’ Lessee has not removed all Lessee’s Property from the Premises within ten (10) days (or within thirty (30) days if extended as provided above), such remaining Lessee’s Property shall be deemed abandoned by Lessee.

6.4 Applicability. Notwithstanding any other provision of this Lease. Lessee acknowledges that all property currently used in connection with the Sharp Funeral Home (referred to as the “Business”), and all future replacements and substitutions for and accessions to such property, shall be subject to a security interest in favor of Lessee to secure Lessee’s obligations under this Lease and certain loans from Lessor to Lessee and, as a result, none of the property located on the Premises shall be subject to this Article VI or considered “Lessee’s Property” unless Lessor and Lessee expressly agree in writing.

ARTICLE VII: LESSOR’S COVENANTS AND REPRESENTATIONS

7.1 Authority. Lessor represents arid warrants that it is the owner of the Premises,

and has all requisite corporate authority to enter into the Lease without the consent or approval of any other party.

7.2 Non-Interference. Lessor shall not unreasonably interfere with Lessee’s use of

the Premises in the exercise of Lessee’s rights, or in the performing or Lessee’s maintenance, repair, service, and other obligations under this Lease.

7.3 Quiet Enjoyment. Lessor covenants that upon paying the Annual Rent and any Additional Rent required herein, and observing and keeping all covenants, agreements, and conditions applicable to it under this Lease, Lessee shall peaceably and quietly have, hold and enjoy the Premises, without hindrance or molestation from Lessor or anyone claiming by, through or under Lessor.

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ARTICLE VIII: LESSEE’S COVENANTS

8.1 Payments. Lessee covenants to pay when due all payments in respect of Annual Rent and Additional Rent, and any other charges required to be paid by it hereunder.

8.2 Maintenance and Repairs.

(a) Lessee’s Duty to Prevent Waste and Damage. Lessee covenants to not commit or allow to be committed by Lessee’s employees, invitees, agents or contractors, any waste or damage to any portion of the Premises.

b) Lessee’s Duty to Maintain Premises. During the Term of this Lease, Lessee shall maintain the Premises in a good, tenantable, first class and safe condition, and shall promptly make any and all repairs and replacements required to maintain such condition and state of repair. including all repairs necessary to keep the roof of the Buildings leak-free and otherwise in good condition and repair, and shall maintain in good and serviceable condition and repair all exterior walls, floor slabs. floorings, foundations, structural columns, load bearing portions of interior walls, structural components of the Buildings, all common facilities, and all electrical, plumbing, fire protection, and other systems of the Buildings. I,essee shall also keep the interior and exterior of the buildings, including the parking lot and landscaping, in good aesthetic appearance and condition.

(c) Lessor Relieved of Duty to Maintain. Lessee acknowledges that Lessor shall not be required to furnish any services or facilities, or to make any repairs or alterations, of any nature whatsoever with respect to the Premises. Lessee hereby assumes the full and sole responsibility for the condition, operation. repair. replacement, maintenance and management of the Premises.

(d) Lessor’s Right to Cure Lessee’s Breach of Duty to Maintain. If, after having received written notice thereof from Lessor, Lessee fails to commence any such repairs or replacements to the Premises within the applicable cure period set forth in Section 16.3 below and thereafter diligently proceed with such repair work until completion. Lessor or its agents may, at Lessor’s option. enter the Premises for the purpose of making such repairs and make such repairs or any replacements deemed necessary by Lessor. All costs and expenses incurred as a consequence of Lessor’s action shall be deemed Additional Rent, and Lessee shall pay to Lessor such Additional Rent within 15 days after Lessee receives copies of receipts showing payment by Lessor for such repairs or other obligations. These receipts shall be prima facie evidence of the payment of the charges paid by Lessor.

8.3 Yield Up. Lessee covenants to peacefully yield up and surrender the Premises upon the termination of this Lease in good order, repair and condition, reasonable wear and tear, casualty and condemnation excepted, and to remove all Lessee’s Property (except as may be otherwise set forth in Article VI above).

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8.4 Use. Lessee covenants that during the Term it will not use the Premises tier any use other than the Permitted Use. not injure or deface the Premises, nor permit any nuisance, nor suffer to occur on the Premises any activity that is improper, offensive, contrary to law or which will increase the premiums of Lessor’s insurance on the Buildings or the Premises, unless Lessee agrees to bear such increased cost and pays such additional cost to Lessor at the time Lessee takes such action or allows such activity.

8.5 Risk of Loss to Lessee’s Property. Lessee’s Property and all furnishings, fixtures, equipment, effects and property of those claiming by, through, or under Lessee, located in or on the Premises, shall be at the sole risk and hazard of Lessee, and if the whole or any part thereof shall be damaged or destroyed by fire, flood, the leakage or bursting of pipes, or by theft or by any other cause, no part of such damage shall be borne by Lessor.

8.6 Lessor’s Entry. Lessee shall permit Lessor or Lessor’s agents to enter the Premises during reasonable, non-peak business hours upon twenty-four (24) hours advance notice, or at any time in the event of an emergency, for the purpose of inspections and exercising any rights in carrying out any obligations Lessor may have under this Lease, and to show the Premises to prospective tenants during the six (6) months prior to the expiration of the Term.

8.7 Taxes. Lessee covenants to pay promptly when due all taxes, general and special assessments and other public charges of every description, levied on. assessed against or imposed on Lessee’s Property, and to make timely payments into escrow, as required by Section 3.5, for as long as Lessor requires escrow payments.

8.8 Liens. Lessor and Lessee covenant that neither party will create any lien or encumbrance on the Premises (save and except for the liens set forth and permitted in Article XVII hereof) or cause any lien or encumbrance to attach to the Premises, and if either party does so create a lien or allow a lien to attach to the Premises, it shall promptly cause the same to be discharged or bonded. Lessee acknowledges that Lessor shall encumber the Premises from time to time, as contemplated by Article XVII of this Lease.

8.9 Licensure. Lessee shall maintain all necessary federal, state and local licenses necessary to own and operate the business conducted on the Premises.

8.10 Name Changes to Business. Lessee covenants that it will not make any name changes to the business without written approval of Lessor.

8.11 Financial Statements. Lessee covenants that during the full term of this lease, it will provide whatever financial information is requested by Lessor regarding Lessee’s business within ten (10) days of Lessor’s request.

8.12 Purchase Agreements. Lessee shall comply with each and every representation, warranty, covenant, term and condition of (a) that certain Asset Purchase Agreement between Sharp Funeral Home, Jimmy and Brenda Smith, Premier Funeral Management Services III. LLC, PF Management Services, LLC, Barry Bed tbrd and Troy Centazzo, dated December 31, 2014 (the “Asset Purchase Agreement”), and (b) that certain Real Property Purchase Agreement between Sharp Funeral Home, and Premier Funeral Management Services 111, I.I.C. dated April 6.2015 (the “Real Property Purchase Agreement”).

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8.13 Deposit Account.

(a) Maintain Deposit Account. lessee shall at all times, so long as any indebtedness exists from Lessee to Lessor, maintain a designated deposit account as Lessee’s primary depository and remittance bank account with a banking institution acceptable to Lessor (for purposes of this Agreement. “Depository Account”). Lessee agrees that its average monthly deposit balances in Lessee’s Depository Account shall be in an amount necessary to cover rental payments to Lessor, including annual rent and additional rent (such as taxes and insurance). Furthermore, Lessee shall not close, transfer, change or restrict Lessor’s authorization to debit rental payments from Lessee’s Depository Account without Lessor’s prior written approval.

(b) Automatic Debits from Deposit Account. Lessee hereby agrees with Lessor that all payments for, with respect to, or upon the indebtedness of Lessee to Lessor shall be automatically deducted from Lessee’s Depository Account each month by Lessor in accordance with Lessor’s standard auto-debit policies and procedures. All such auto-debit financing payments shall be taken from Lessee’s Depository Account. Lessee shall execute any and all documents or authorizations required to authorize Lessor to debit such Depository Account for financing payments and other amounts due Lessor. Such authorization shall be in form and content acceptable to Lessor and shall not he revoked or changed by Lessee without Lessor’s written consent.

(c) Account Statements and Information. Lessee herby agrees that, upon Lessor’s request, Lessee shall provide Lessor with copies of monthly account statements for the Depository Account or. at Lessor’s discretion, Lessor may request and obtain such account statements from Lessee’s bank. Furthermore, Lessee agrees that Lessor may obtain daily. monthly or average account balance information for the Depository Account directly from Lessee’s bank. Lessee shall execute any and all documents or authorizations required to authorize Lessor to obtain such information directly from Lessee’s bank. Such authorization shall be in form and content acceptable to Lessor and shall not be revoked or changed by Lessee without Lessor’s written consent.

(d) Deposit Account Control Agreement. Intentionally Omitted.

8.14 Financial Reporting and Additional Documents.

(e) Generally. Lessee shall provide to Lessor annually and, as soon as is practical at any other time following Lessor’s request, any financial statement, profit and loss statement, balance sheet, or financial, credit, valuation, organizational or other such confidential or non-confidential information Lessor may deem necessary in its discretion. Additionally, Lessee will furnish to Lessor monthly profit and loss statements, balance sheet and call breakdown reports. Upon Lessor’s request, Lessee shall confirm and/or certify such statements, valuations. or other information.

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(b) Bank Account Statements and Information. Upon Lessor’s request, Lessee shall promptly provide and deliver to Lessor copies of monthly account statements for all of Lessee’s bank accounts or, at Lessor’s discretion, Lessor may request and obtain such account statements from Lessee’s bank or banks. Furthermore. Lessee agrees that Lessor may obtain daily, monthly or average account balance information for any of Lessee’s hank accounts directly from Lessee’s bank or banks. Lessee shall execute any and all documents or authorizations required to authorize Lessor to obtain such information directly from Lessee’s bank or banks. Such authorization shall be in form and content acceptable to Lessor and shall not be revoked or changed by Lessee without Lessor’s written consent.

(c) Guarantor Information. In addition, at Lessor’s request. Lessee shall obtain and provide to Lessor any personal financial statements, valuations, or other information (confidential or non-confidential) Lessor may deem necessary in its discretion pertaining to any or all guarantors of this Lease (herein referred to as “Guarantors”), and which shall, at Lessor’s discretion, be certified and/or prepared in accordance with generally accepted accounting practices (GAAP) and standards.

(d) Authorization. Lessee authorizes Lessor to provide any such information to auditors, regulators, attorneys, consultants, rating agencies, analysts, prospective purchasers of borrowers financing or other persons needing such information for legitimate purposes.

(e) Hold Harmless. Lessee hereby holds Lessor, its owners, officers, directors. partners. independent contractors. and employees harmless from any and all claims, damages, or liability resulting from any further improper disclosure of such information by such third parties.

8.15 Further Assurances: Power of Attorney. Lessee shall sign, acknowledge, deliver, and file any additional documents, statements, or certifications that Lessor may consider necessary to carry out the intent of this agreement; to perfect. continue and preserve Lessee’s obligations under any document executed in connection with this Lease (this Lease, a Loan Agreement, two Promissory Notes, and any and all other such documents are hereinafter collectively referred to as the “Transaction Documents” or a “Transaction Document”); to perfect. continue or preserve Lessor’s lien holder status: to replace or correct lost, misplaced. incorrectly filed, misstated or incorrect Transaction Documents; to correct or adjust for clerical errors; to complete incomplete or deficient Transaction Documents; to assure that the executed Transaction Documents will conform to and be acceptable in the marketplace in the instance of transfer, sale or conveyance by Lessor of its interest in and to said Transaction Documents; to assure that the Transaction Documents arc in compliance with all laws, rules, regulations or the requirements of any prospective purchaser to whom Lessor seeks to market the Transaction Documents: or to enable Lessor to sell, convey, seek guaranty, insure or market the Transaction Document to any person. Lessee hereby grants a limited power of attorney to Lessor to sign, acknowledge, deliver and file as Lessee’s Attorney in Fact any such documents, statements, or certifications. Any written request lir additional documentation made by Lessor shall be prima facie evidence of the necessity for same.

8.16 Compliance with Applicable Law. Lessee shall comply with, and cause each subsidiary of any Lessee to comply with, Applicable Law, including the obtaining of all governmental approvals where necessary.

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8.17 ER1SA. Lessee shall fund all current service pension liabilities as they are incurred by Lessee, or such subsidiary, under the provisions of all plans from time to time in effect, and comply, and cause all subsidiaries of each Lessee to comply, with all applicable provisions of the Employee Retirement Income Security Act.

8.18 Taxes and Assessments. Lessee shall pay and discharge all taxes, assessments, fees, penalties, withholdings and other governmental charges or levies imposed upon any one or combination of them, or upon the income and profits of one or any combination of them, or upon any property belonging to any one or combination of them, prior to the date on which such tax, assessment, fee, penalty. withholding, charge or levy attaches thcrcto, unless the legality thereof shall be promptly and actively contested in good faith by appropriate proceedings. Lessee acknowledge that it shall discharge this obligation as to Taxes (as defined in Section 3.5 of this Lease) by making monthly payments into escrow. unless Lessor suspends this obligation as provided in Section 3.5.

8.19 Notice of Event of Default. Claim or Change in Status. Lessee shall promptly notify Lessor in writing of (a) the occurrence of any Event of Default: (b) any pending or threatened litigation against Lessee claiming damages in excess of Fifty Thousand and No/100’s Dollars ($50.000.00) or seeking relief that, if granted, would adversely affect the financial condition or business operations of Lessee or any affiliate; (c) any change in Lessee’s status, which may result in the material impairment of Lessee’s ability to perform any or all terms of the Lease or any of the Transaction Documents or which may materially impair Lessor’s security interest. Such material change in status includes, but is not limited to: (i) a significant loss of business, or a loss of a large Customer; (ii) a significant change in the health or financial circumstances of a principal of Lessee; or (iii) an adverse claim, proceeding, demand or action against Lessee, or Lessee’s business. In the event of such change in the status of one of these persons or entities, Lessee agrees to cooperate. fully with Lessor to protect Lessor’s security interest.

8.20 Reimbursement of Lessor’s Expenses. Lessee shall pay immediately upon demand by Lessor all fees, costs and expenses (including, without limitation, attorney’s fees and other professional fees) incurred by Lessor in connection with the administration or enforcement of the Transaction Documents relating to a breach by Lessee of any Transaction Documents or otherwise. Any such amount may be demanded and collected immediately from Lessee or offset by Lessor from any funds held by Lessor or held in trust or by a third party, for Lessee’s benefit or otherwise.

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8.21 Indemnification for Environmental Claims. Lessee shall indemnify and defend Lessor, and hold Lessor harmless, from and against any losses to Lessor resulting from past. present or future use, manufacture, handling, storage, transportation or disposal of Hazardous Materials (defined below in this paragraph) or other toxic materials. During the term of this Lease. Lessor, at Lessor’s sole option, may obtain, at Lessee’s expense, written certification and a Phase I environmental audit report from a reputable environmental consultant of Lessor’s choice concerning whether the Premises, and any other improvements on the Premises have been or are presently being used for or in connection with the handling, manufacturing, storage. transportation or disposal of Hazardous Materials or other toxic substances, and whether the Premises contains any Hazardous Materials or other hazardous or toxic substances or any other environmental hazards or adverse environmental conditions. The certification and environmental audit provided to Lessor pursuant to this paragraph shall be prepared and provided by an environmental firm or consultant which shall be engaged by and acceptable to Lessor. Should the presence of any Hazardous Materials, other hazardous or toxic substances or any other environmental hazards or adverse environmental condition be revealed by the certification or audit, or be otherwise discovered, Lessee shall complete a remediation plan that meets the requirements of the environmental firm or consultant and Lessor, and Lessor may require. in Lessor’s sole discretion, and at Lessor’s option, that all violations with respect to Hazardous Materials or other toxic substances be corrected and that Lessee obtain all necessary permits. As used in this Lease, the term “Hazardous Material” shall mean and refer to (a) any material defined as “hazardous waste” or a -hazardous substance” or “hazardous material” or a “chemical substance” or “mixture” or “toxic substances” under the Comprehensive Environmental Response. Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1802; the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. § 6901 et seg.; or the Toxic Substances Control Act, as amended, 15 U.S.C. § 2601, et and (b) other solid. semi-solid. liquid or gaseous substances which arc toxic, ignitable, corrosive, carcinogenic or otherwise dangerous to human, plant, or animal health or well-being.

8.22 Protection of Business Assets. Lessee shall use its best efforts to preserve the value of I .esseels Property. lessee shall not directly or indirectly commit or allow any impairment, deterioration, diversion, or transfer of such property not in the ordinary course of business without Lessor’s prior written consent. Lessee will not permit any relocation of the business located on the Leased Premises or any substantial changes in the operation of the business without Lessor’s prior written consent. Lessee shall pay before or as they become due all taxes, assessments, liens. encumbrances, lease payments, and other obligations relating to its business.

8.23 Authorization to Release Information. Lessee hereby authorizes any person who may have funeral home, financing. financial, credit, valuation or other confidential or non-confidential information regarding Lessee or its business and affairs to release to Lessor such information as Lessor, in its sole discretion, deems necessary to respond to regulatory inquiries: for the performance of audits, quality control or other reviews or to market the Transaction Documents; or for any other legitimate purpose. Furthermore, upon Lessor’s request, Lessee shall sign a release authorizing the release to Lessor of any financial, credit, valuation, or other confidential or non-confidential information that Lessor, in its sole discretion. deems necessary to respond to regulatory inquires: to perform audits, quality control or other reviews, or to market the Transaction Documents: or for any other legitimate purpose.

8.24 Inspection of Books. Records. Properties. Lessee shall maintain its books. accounts and financial and business records in accordance with generally accepted accounting principles. and shall allow Lessor, or Lessor’s representatives, to inspect the books, records, and financial affairs of such person or entity with representatives of such person or entity during normal business hours. Lessee and Guarantors shall maintain all of their respective books of account and financial records in accordance with generally accepted accounting practices (GAAP) and standards.

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8.25 Preservation of Corporate Existence and Similar Matters. Lessee shall preserve and maintain the corporate existence of Lessee and all of Lessee’s rights, franchises. licenses and privileges in the jurisdiction of its incorporation or organization, as the case may be, and shall ensure that each entity comprising 1.essee remain qualified as a foreign corporation and authorized to do business in each jurisdiction in which the character of its properties or the nature of its businesses requires such qualification or authorization.

8.26 Authority to Perform. If Lessee fails to perform any duty or any covenants in any Transaction Document or other agreement related to Lessee’s business, Lessor shall be hereby authorized, without notice, to perform such duty or covenant or cause such duty or covenant to be performed. Lessee appoints Lessor as attorney-in-fact to sign Lessee’s name or pay any amount necessary for performance. Lessor’s right to perform for Lessee shall not create an obligation to perform, and Lessor’s failure to perform will not preclude Lessor from exercising any of Lessor’s other rights under the law or any Transaction Document. Any amount paid by or incurred by Lessor may be added to the principal balance of Lessee’s debt to Lessor or offset by Lessor from any funds held by Lessor or held in trust or by a third party, for Lessee’s benefit or otherwise.

8.27 Prior or Subordinate Security Interest. Intentionally Omitted.

8.28. Compliance with Financing Covenant Agreement. Intentionally Omitted.

8.29 Collateral. Lessee’s obligation to pay Annual Rent and Additional Rent under this Lease and to perform all of Lessee’s other covenants and obligations under this Lease are secured by (1) a security interest in certain assets of Lessee, located on the Premises, pursuant to that certain Security. Agreement between Lessee, as debtor, and Lessor. as secured party, of even date herewith, and (2) guaranties of various entities.

ARTICLE IX: LESSEE’S FINANCIAL COVENANTS

9.1 Liens. Lessee shall not create, assume, incur or suffer to exist, or permit any subsidiary to create, assume, incur or suffer to exist, any lien upon any of Lessee’s merchandise, inventory, computer and other equipment. machinery, furniture, furnishings, vehicles, goods, supplies, trade names, intangible property, accounts, bank accounts, trust accounts, documents, policies and certificates of insurance, money, chattel paper, choses and things in action, general intangibles and rights to payment or proceeds of any kind, including without limitation. goodwill, contract rights, and any and all additions, attachments, parts, repairs, accessories, accessions, replacements and substitutions to or for any of the forgoing (all of such items being collectively referred to as the -Business Assets”). Lessee and Civarantors acknowledge that this covenant prohibits the conveyance or pledge of the Premises or Business Assets other than in connection with the Transaction Documents or with Lessor’s permission.

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9.2 Inventory. Lessor and lessee acknowledge that all inventory is owned by the Lessee and shall be paid for when it is replaced. Lessee shall continue its purchase and display of inventory in this manner and shall not move the business to a consignment inventory relationship, or any other type of arrangement in which Lessee does not own or hold title to its inventory, without the advance express written consent of Lessor. Lessee acknowledges that violation of this clause shall constitute a default of this Lease.

9.3 Merger, Consolidation and Sale of Assets. Lessee shall not (a) merge or consolidate with any other person or entity; (b) sell, lease or transfer or otherwise dispose of all or any substantial portion of its assets; or (c) permit any subsidiary to do any of the foregoing.

9.4 Other Indebtedness or Leases. Lessee shall not obtain any loans, advances or other financial accommodations or arrangements or otherwise incur any other indebtedness for money borrowed or for the deferred purchase price of any asset (including capitalized lease obligations) from any other person, other than indebtedness (a) for supplies or inventory payable within 60 days, but the aggregate total of all such debt shall not exceed One Hundred Fifty Thousand and No/100’s Dollars ($150,000.00). (h) currently existing, (c) created by the Transaction Documents: or (d) expressly approved and permitted in advance by Lessor in writing. Lessor acknowledges that Lessee operates other business and owns other properties besides the Business and the Premises. Consequently, notwithstanding this provision, any loan, advance, or other financial accommodation or indebtedness to Lessor that is not incurred in connection with the operation of the Business shall not constitute a violation of this paragraph.

9.5 Loans/Investments. Intentionally Omitted.

9.6 Capital Expenditures. With respect to the Business. Lessee shall not, without prior written consent of Lessor, make or become obligated in connection with the purchase or acquisition of any fixed asset as defined by Financial Accounting Standards Board, if (i) the cost of such asset ( including indebtedness constituting the deferred portion of the purchase price thereof) would be in excess of One Hundred Thousand and No/100’s Dollars ($100.000.00) or tii) after giving effect thereto, the aggregate purchase price (including any indebtedness constituting the deferred portion of the purchase price thereof) of all such items to be purchased or acquired would exceed One Hundred Thousand and No/100’s Dollars ($100,000.00).

9.7 Change of Ownership. There shall be no material change in ownership or management of Lessee, the Premises, or the Business Assets, without prior written approval of Lessor.

9.8 Subsidiaries. Lessee shall not create, incorporate or acquire any subsidiary, other than subsidiaries in existence as of the date hereof without prior written approval by Lessor. Any transactions with such preexisting subsidiaries shall be done in the normal course of business.

9.9 Guarantees. Lessee shall not assume, guarantee. endorse or otherwise become directly or contingently liable in connection with any indebtedness of any other person, other than guarantees from time to time existing in favor of Lessor, unless expressly approved in advance by Lessor in writing.

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ARTICLE X: LESSEE’S REPRESENTATIONS

Lessee warrants and represents to and covenants with Lessor as follows, and acknowledges that each and every such representation is material to Lessor’s decision to enter into this Lease and the Transaction Documents:

10.1 Authority. Lessee has the right, power and capacity and is duly authorized and empowered to enter into, execute, deliver and perform this Lease and the Transaction Documents.

10.2 No Violation. The execution, delivery and/or performance by Lessee of this Lease and the Transaction Documents shall not, by the lapse of time, the giving of notice or otherwise, constitute a violation of any applicable law or a breach of any provision contained in Lessee’s articles of incorporation, articles of organization, partnership agreement, bylaws or similar document. as applicable, or contained in any agreement, instrument or document to which Lessee is now or hereafter a party or by which it is or may be bound.

10.3 Solvency. Lessee is now. and at all times hereafter shall be solvent, and generally paying its debts as they mature and Lessee now owns (or has an interest acceptable to Lessor in) and shall at all time hereafter own (or have an interest acceptable to Lessor in) property which, at lair valuation, is greater than the sum of its debts.

10.4 Compliance with Applicable Law. Lessee is not and will not be. during the term hereof, in violation of any applicable federal, state or local statue, regulation or ordinance that in any respect materially and adversely affects its business, property. assets. operations or condition, financial or otherwise.

10.5 No Default. Lessee is not in default with respect to any indenture, financing agreement, mortgage, deed, or other similar agreement relating to the borrowing of monies to which it is a party or by which it is bound.

10.6 Corporate Existence; Principal Place of Business. Lessee is a Delaware limited liability company, duly formed and organized, and in good standing, with a principal place of business in Marion County, Indiana. Lessee shall not change its principal place of business to a location outside of Marion County, Indiana. without first giving Lessor ten (10) days advance notice of such change. Upon request, each entity, at such entity’s cost, shall provide to Lessor a certificate or good standing issued by the secretary of state or appropriate government official of the state in which such entity was formed.

10.7 Financial Statements. The financial statements presented by Lessee to Lessor are true and correct, have been prepared according to generally accepted accounting principles. consistently applied, and fairly and accurately represent the respective financial conditions of the subjects as of the dates thereof. Since the date of each financial statement, there have been no material changes, adverse or otherwise, in Lessee’s financial condition, other than those previously disclosed to Lessor in writing. There exists no material contingent liability or obligation assertable against Lessee, other than liabilities or obligations previously disclosed by Lessee to Lessor in writing. All other financial information concerning Lessee which has been provided to Lessor is true, correct and accurate.

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10.8 Tax Returns. All federal, state and other tax returns of Lessee required by law to be filed have been completed in full and have been duly and timely filed, and all taxes. assessments and withholdings shown on such returns or billed to Lessee have been paid, and Lessee maintains adequate reserves and accruals in respect of all such federal, state and other taxes, assessments and withholdings. Except for certain state and local ad valorem taxes, there are no unpaid assessments pending against Lessee for any taxes or withholdings, and Lessee knows of no basis for any assessments.

10.9 No Subordination of Lessor’s Rights. Any and all obligations of Lessee to a third party are subordinated in right of payment to any and all of Lessee’s obligations to Lessor under this Lease and the Transaction Documents.

10.10 Subordination of Shareholders’ Rights. Lessee hereby represents that each Guarantor has subordinated to Lessor’s right to receive payment from Lessee pursuant to this 1.easc and any Transaction Document the right of such Guarantor to receive payment from Lessee on any loans made by such Guarantor to Lessee. Any and all of Lessee’s current and future obligations to any Guarantor and any shareholder, member or partner, as the case may be, shall be subordinate to any and all of Lessee’s current and future obligations to Lessor.

10.11 Permits for Conducting Business. Lessee now possesses all permits, approvals, memberships, franchises, contracts, licenses, trademark rights, trade names, and patents necessary to enable it legally to conduct its business operations as now conducted, and as contemplated and represented to Lessor, and legally to operate and run 1,essee’s business and affairs. Lessee shall continue to maintain all such permits, approvals, memberships, franchises, contracts, licenses, trademark rights, trade names, and patents as needed or required to operate its business and affairs, and shall continue to comply with and adhere to all governmental zoning and land use ordinances, rules, regulations, orders and agreements aftbcting the Premises and the uses of the Premises. All applicable governmental zoning and land use ordinances. rules, regulations. orders and agreements permit the continued and uninterrupted use of the improvements in connection with Lessee’s business and affairs. There is no pending litigation or proceeding of any kind regarding the validity of such ordinances, rules, regulations, orders and agreements and no such litigation or proceeding has been threatened. No additional permit, consent, authorization, order or license of any individual, entity or governmental authority is necessary to operate Lessee’s business legally. No consent, permission, authorization, order or license of any individual, entity, or governmental authority is necessary in connection with the execution, delivery, performance or enforcement of this Lease or the Transaction Documents.

10.12 Marketable Title. Lessee has good and marketable title to the Business Assets and any other property and assets reflected in the above-described financial statements.

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10.13 Hazardous Materials. Except for chemicals, materials and substances that are customarily and routinely utilized in the course of operations of a funeral home, including any and all chemicals, materials and substances utilized in the embalming of human remains and the preparation of such remains tbr burial or other disposition (all of which chemicals, materials and substances shall be stored. maintained, used and disposed of in accordance with all applicable laws and regulations), Lessee shall not produce or dispose on the Premises, or any of Lessor’s properties. of any Hazardous Materials or conduct any activity that could produce Hazardous Materials or cause toxic effects on humans, animals or flora, and shall not produce, dispose or conduct such activity in the future. Neither Lessee nor any subsidiary of Lessee is in violation of any federal, state, or local laws, ordinances or regulations for environmental protection, including, but not limited to. the Federal Clean Air Act, the Federal Clean Water Act, the Resources Conservation and Recovery Act. the Comprehensive Environmental Response, Compensation and 1.iability Act. the National Environmental Act, the regulations of the United States Environmental Protection Agency and the regulations of an analogous agency of the State of North Carolina. Lessee shall comply fully with all such laws and regulations. Notwithstanding any other provision of this Lease or any Transaction Document, Lessor acknowledges that Lessee will operate a funeral home on the Premises, and will use and store at or on the Preinises, in a manner permitted by applicable laws, chemicals. materials, and substances that arc customarily and routinely utilized in the course of operations of a funeral home, including embalming fluid any and all other chemicals, materials, and substances utilized in the embalming of human remains and the preparation of such remains for burial or other disposition, that are necessary for the conduct of Lessee’s business. Lessor expressly allows such use and agrees that such use, by itself, shall not constitute a breach of this paragraph or constitute a default under this Lease; provided, however, that (a) such use fully complies with applicable laws and regulations, and (h) such permission shall not relieve Borrower of any of its obligations under this paragraph or any of the Transaction Documents.

10.14 Litigation. There are no pending or threatened actions or proceedings in a court of competent jurisdiction or before an administrative, regulatory or other governmental agency or authority that may in any way adversely affect the financial condition or business operations of Lessee. There arc no actions, suits or proceedings pending, or, to Lessee’s knowledge, threatened or anticipated. before any court or governmental or administrative body or agency affecting the Premises or its continued use. lessee is not now a party to any litigation affecting the Premises, or any part thereat; or Lessee’s rights to lease the Premises, and Lessee knows of no litigation, or to the best of its knowledge, threatened litigation, affecting the Premises or any part thereof. Lessee shall give Lessor prompt notice of the institution of any such litigation.

10.15 Liens. Intentionally omitted.

10.16 Loss. There has been no substantial loss or destruction of the physical assets or properties of Lessee since the date of the financial statements furnished by Lessee.

10.17 Default. No default exists under the provisions of any of the Transaction Documents, or under the provisions of any other agreement for borrowed money that is material to the operation of Lessee’s business.

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10.18 No Name Changes. Lessee currently operates the Business as “Sharp Funeral Home,” but is in the process of changing the trade name to “Premier Sharp Funeral Home.” lessor expressly approves this name. Lessee shall not change the name of the Business from “Premier Sharp Funeral Home” without the consent of Lessor.

10.19 Utilities. Utility services have been constructed to and provided for the Premises. with sufficient capacity and in a condition to serve properly and adequately the improvements on the Premises, and have been approved by the appropriate governmental authorities. Upon request, Lessee shall provide to Lessor written evidence, satisfactory to Lessor, of same. Such utility services include, but are not limited to, electrical, gas, water and sewer services, drainage. and storm water.

10.20 Compliance with Laws. Lessee has complied with all laws, ordinances, rules and regulations of all local, state and federal governments and agencies with respect to its ownership, use and operations conducted on the Premises.

10.21 No Notice of Violation. Lessee has not received any notice from any municipal, county. state or other governmental agency or body having jurisdiction over the Premises of any zoning, tire, health, or environmental violation or violations of any laws. ordinances, statutes or regulations relating to pollution or environmental standards.

10.22 No Notice of Condemnation. Lessee has not received any notice of any pending or threatened condemnation or similar proceeding affecting the Property or any portion thereof: nor is the Lessee aware that any such action is presently contemplated:

10.23 Restrictions on Premises. Lessee is not a party to, subject to, or bound by any judgment or order of any court or governmental authority or any contract, commitment. agreement, undertaking, arrangement, license or restriction which could prevent the use of the Premises as a funeral home.

10.24 No Landfill, USTs. Intentionally omitted.

10.25 Premises Not in Flood Zone. Intentionally omitted.

10.26 Wetlands. Intentionally omitted.

10.27 No Adverse Circumstances. To the best of Lessee’s knowledge, there are no significant adverse facts or conditions relating to the Premises or its intended use by Lessee which has not been specifically disclosed in writing by Lessee to Lessor, and Lessee knows of no fact or condition of any kind or character whatsoever which adversely affects such intended use of the Premises.

10.28 Materialmen’s Liens. Intentionally omitted.

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10.29 No Changes in Zoning. To the hest of Lessee’s knowledge, there are no pending or contemplated changes in the present status of zoning of the Premises, and Lessee shall give prompt notice to Lessor of any such proposed changes of which Lessee is aware prior to Closing.

10.30 Leases. Intentionally omitted.

10.31 Bankruptcy. Lessee is not involved in any bankruptcy, reorganization or insolvency proceeding.

10.32 Brokers. intentionally omitted.

ARTICLE XI: INSURANCE

11.1 Building and Property Insurance. Lessor shall at all times throughout the Term maintain fire, casualty, and extended coverage insurance covering the Buildings in an amount not less than the full replacement cost of the Buildings, which policies shall list Lessor (and 1.ender[si of the Lessor, as 1.essor may direct) as the insured. Such coverage shall be provided by insurance companies chosen by Lessor and reasonably satisfactory to Lessee and licensed to issue insurance in the state in which the property is located. Every such policy of insurance shall contain provisions for thirty (30) days written notice to Lessor of any cancellation, non-renewal or modification to the policy. All such insurance policies shall be issued by a properly licensed insurer acceptable to Lessor and having the standard New York long form mortgagee clause favoring Lessor in an amount equal to at least the value of the improvements and sufficient to compensate Lessor up to the full replacement cost of the improvements. Such coverage shall be on a cost replacement basis. All costs of insurance with respect to the Leased Premises (including casualty and liability insurance) shall be paid by Lessee, and the Lessor shall have no obligation or liability in this regard. Lessee shall pay the premiums for all such policies required by this Lease in a timely manner. Lessee shall pay the costs of such insurance through escrows. as provided in Section 11.6 of this Lease. unless Lessor suspends Lessee’s obligation to escrow the costs of insurance.

11.2 Waiver of Subrogation. Lessor and Lessee, on behalf of themselves and their respective insurers, hereby waive all causes and rights of recovery against the other and each of their respective officers, employees and agents, for any loss occurring to the property of either of them, regardless of cause or origin. Lessor and Lessee agree that all insurance policies presently existing or obtained tiller the date hereof, shall include a clause or endorsement to the effect that any such policies shall not be invalidated, nor shall the right of recovery against any party for loss occurring to the Buildings be impaired, by virtue of such waiver of subrogation, and denying the insurer’s rights of subrogation against the other party to the extent such rights have been waived by the insured prior to the occurrence of the injury or loss.

11.3 Liability Insurance. Lessee shall procure and maintain in effect at all times during the Term. comprehensive general liability insurance with a combined single limit of liability of at least One Million and No/100’s Dollars ($1,000,000.04 which policy shall list Lessor as an additional insured. Lessee shall furnish certificates of such insurance to lessor promptly upon receipt of written request thereof.

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11.4 Lessor as Insured or Additional Insured. Lessor shall be the insured on any and all casualty policies, and shall be named on each liability policy as an additional co-insured party.

11.5 Proof of Insurance. At the commencement of this Lease, and subsequently from time to time upon Lessor’s request, Lessee shall provide to Lessor proof of any such insurance obtained by Lessee by delivering to Lessor a certificate evidencing such insurance coverage.

11.6 Escrows for Property Insurance.

(a) Lessee’s Monthly Escrow of Insurance Premiums Required. Lessee shall pay to 1.essor each month, in addition to Annual Rent, an amount to be held by Lessor in escrow for payment of the premiums and other charges for any casualty insurance which Lessee is required to maintain under this Lease. Such monthly payments shall be due on the first day of each month, and shall be paid at the same time as the payment of Annual Rent. Lessor shall notify Lessee in writing of the amount of such monthly payment, which shall generally be equal to one-twelfth of the amount of the premiums and other insurance charges for the previous year. If the premiums and charges for a particular year are more than the amount used as a basis for monthly payments into escrow, then Lessee shall immediately pay to Lessor on demand any difference.

(3) Suspension of Lessee’s Obligation to Escrow Insurance Premiums. At Lessor’s option and in Lessor’s sole discretion, Lessor may suspend Lessee’s obligation to escrow insurance with lessor by notifying Lessee in writing of such suspension, and if Lessor so suspends such obligation, then Lessee shall pay in a timely manner the premiums and other charges for any insurance which Lessee is required to maintain under this Lease.

ARTICLE XII: INDEMNIFICATION

12.1 Indemnity by Lessee. Lessee agrees to indemnify, defend and hold Lessor harmless from and against any loss, cost, liability, damage or expense, including without limitation, reasonable attorney’s fees incurred in connection with or arising from: (a) Any negligence of Lessee or its employees, agents or contractors, in or on the Premises other than the act or omission of Lessor: and/or (b) Lessee’s failure to carry out its obligations under the Lease.

12.2 Indemnity by Lessor. Lessor agrees to indemnify, defend and hold Lessee harmless from and against any loss, cost. liability, damage or expense, including without limitation, reasonable attorney’s fees incurred in connection with or arising from: (a) Any negligence of Lessor or its employees, agents or contractors in or on the Premises, other than the act or omission of Lessee; and/or (b) Lessor’s failure to carry out its obligations under this Lease.

12.3 Cooperation and Information. In carrying out their respective obligations to indemnify, defend, and hold the other harmless under the provisions of Subsections 12.1 and 12.2, Lessor and Lessee shall cooperate with each other in all respects, including without limitation, promptly notifying the other of any action or event which may reasonably be expected to he the basis of a claim or a suit for which the other is obligated to indemnify, defend. and hold harmless under the provisions hereof, and supplying the other with all information and documentation available to it relating to the same.

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ARTICLE XIII: CONDEMNATION

13.1 No Termination. if, at any time during the Term. all or any portion of one or more of the Buildings located on the Premises shall be condemned or taken for public or quasi-public use, or if any portion of the Lot, Buildings or Premises is so condemned or taken, which would materially affect Lessee’s ability to conduct normal business operations on that particular tract or tracts of the Premises, then as of the date of dispossession of Lessee from such parcel or portion thereof as a result of any such condemnation or taking, Annual Rent shall abate in the proportion that the area so condemned or taken bears to the total area of the Premises, but this Lease shall otherwise remain in full force and effect.

13.2 Temporary Taking. If at any time during the Term a substantial portion of one or more of the Buildings is condemned or taken for a public or quasi-public use for a limited period of taking time, which would materially affect Lessee’s ability to conduct normal business operations on the Premises, then this Lease shall remain in full force and effect as to such portion of the premises thus atiected and as to all other portions of the Premises; provided, however, that Annual Rent shall abate during such limited period in the proportion that the area so rendered substantially untenable or unusable as a result of such condemnation or taking bears to the total area of the Premises.

13.3 Awards. Lessor shall be entitled to the entire award resulting from any such condemnation or taking, including without limitation, any portion of any award attributable to the value of the leasehold estate created by this Lease; provided however, that Lessee reserves to itself any portion of any award attributable to Lessee’s personal property or fixtures, its relocation expenses, or the interruption or damage to its business.

ARTICLE XIV: FIRE AND CASUALTY

14.1 Damage and Destruction. If at any time during the Term, more than twenty-five percent (25.0%) of a Building is damaged or destroyed by tire or other casualty, and such damage or destruction materially affects Lessee’s ability to conduct normal business operations on the Premises, then during a ninety- (90-) day period following the damage or destruction of such Building, Lessee’s obligation to pay Annual Rent shall be abated, commencing on the date of such damage or destruction, in the proportion that the area of the part of the particular tract so damaged or destroyed or rendered untenantable bears to the total area of such tract (provided, however, if Lessee is unable to operate its business during such period of repair, Annual Rent for the Premises shall fully abate during such time). Thereafter, Lessee shall continue to pay full Annual Rent.

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ARTICLE XV: ASSIGNMENT AND SUBLETTING

15.1 Consent Required. Lessee shall not sublet any portion of the Premises or assign, mortgage. pledge or transfer any or its rights with respect to any of its rights or interest created by this Lease without Lessor’s prior written consent in each instance, which consent shall be given or withheld as hereinafter provided, except by operation of law. Lessor may assign or convey its interest in the Premises (or any one or more of the tracts or parcels included in the Premises) at any time, but only if such transfer or conveyance is subject to this Lease. Lessor shall give Lessee written notice of such transfer no later then ten days after the effective date of such transfer.

15.2 Procedure. If Lessee desires at any time to sublet any portion of the Premises or assign mortgage, pledge or transfer this Lease or any of Lessee’s rights or interest created by this Lease, it shall first give advance written notice to Lessor of its desire to do so, and the terms and provisions of the proposed assignment or sublease. Lessor shall, within thirty (30) days after Lessor’s actual receipt of such notice, provide Lessee with written notice of Lessor’s consent to or disapproval of the proposed assignment, subletting, mortgage, pledge or transfer (any such disapproval specifying in writing the objections Lessor has to the proposed assignment. sublease. mortgage, pledge or transfer). Lessor shall be entitled to approve, disapprove or condition its approval in Lessor’s discretion. In the event Lessor fails to provide any written notice of disapproval to Lessee as aforesaid within said thirty- (30-) day period, Lessor shall be deemed to have consented to the proposed assignment, sublease, mortgage, pledge or transfer. Consent by Lessor to any assignment, subletting, mortgage, pledge or transfer by Lessee shall not relieve Lessee of any obligation to he performed by Lessee under this Lease, and Lessee shall remain fully bound and obligated under the terms of this Lease.

ARTICLE XVI: DEFAULT

16.1 Events of Default. An Event of Default shall be deemed to have occurred hereunder if:

(a) Lessee shall fail to pay any monthly installment of Annual Rent or Additional Rent by the end of the applicable grace period set forth in Section 3.2(a) of this Lease;

(b) Lessee breaches or fails to comply with any term. provision, condition, or covenant of this Lease, other than the obligation to pay Annual Rent and Additional Rent, as described in Section 16.1(a);

(c) Lessee breaches any representation set forth in this Lease;

(d) Lessee’s interest in the Lease or the Premises shall be subjected to any attachment. levy, or sale pursuant to any execution, order or decree entered or filed against Lessee in any legal proceeding and such order or decree shall not be vacated within fifteen (15) days of entry thereof or shall not be appealed (and diligently pursued) so as to stay enforcement thereof;

(e) Lessee shall make an assignment for the benefit of creditors;

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(f) An involuntary petition under the Federal Bankruptcy Code is tiled against Lessee and not dismissed within one hundred twenty (120) days; or

(g) Lessee shall be in default under the terms of any note, security or financing covenant agreement held by or entered into with the Lessor.

16.2 Remedies. Upon the occurrence of an event of default, and after affording Lessee any cure period required by Section 16.3, then Lessor shall have the option to do and perform any one or more of the following in addition to, and not in limitation of, any other remedy or right permitted it by law or in equity or by this Lease:

(a) Lessor, with or without terminating this lease, may upon reasonable notice and without unreasonably interfering with the operation of Lessee, thereafter re-enter the Premises and correct or repair any condition which shall constitute a failure on Lessee’s part to keep, observe, perform, satisfy. or abide by any term, condition, covenant, agreement, or obligation of this Lease or of any notice given Lessee by Lessor pursuant to the terms of this Lease, and Lessee shall fully reimburse and compensate Lessor on demand. Any such re-entry correction or repair shall not of itself constitute an acceptance by Lessor of a surrender of this Lease or of the Premises by Lessee and shall not of itself constitute a termination of this Lease by Lessor or otherwise terminate or abate Lessee’s obligation to pay Rent to Lessor.

(b) Lessor, with or without terminating this (.ease, may immediately or at any time thereafter demand in writing that Lessee vacate the Premises and thereupon Lessee shall vacate the Premises and remove therefrom all property thereon belonging to or placed on the Premises by, at the direction of. or with consent of Lessee (except such property upon which Lessor has been granted a security interest) within ten (10) days of receipt by Lessee of such notice from Lessor, whereupon Lessor shall have the right to re-enter and take possession of the Premises. Any such demand.. re-entry and taking possession of the Premises by Lessor shall not of itself constitute an acceptance by Lessor of a surrender of this Lease or of the Premises by Lessee and shall not of itself constitute a termination of this Lease by Lessor or otherwise terminate or abate Lessee’s obligation to pay Rent to Lessor.

(c) Lessor, with or without terminating this Lease, may immediately or at any time thereafter, re-enter the Premises and remove therefrom Lessee and all property belonging to or placed on the Premises by, at the direction of. or with consent of Lessee. Any such re-entry and removal by Lessor shall not of itself constitute an acceptance by Lessor of a surrender of this Lease or of the Premises by Lessee and shall not of itself constitute a termination of this Lease by Lessor or otherwise terminate or abate Lessee’s obligation to pay Rein to Lessor.

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(d) Lessor. with or without terminating this Lease, may immediately or at any time thereafter relct the Premises or any part thereof for such time or times, at such rental or rentals and upon such other terms and conditions as Lessor in its sole discretion may deem advisable, and Lessor may make any alterations or repairs to the Premises which it may deem necessary or proper to facilitate such reletting; and Lessee shall pay all costs of such reletting; including, but not limited to, the cost of any such alterations and repairs to the Premises, attorney’s fees, leasing inducements, and brokerage commissions; and if this Lease shall not have been terminated. I .essee shall continue to pay all rent and all other charges due under this Lease up to and including the date of beginning of payment of rent by any subsequent lessee of part or all of the Leased Premises, and thereafter Lessee shall pay monthly during the remainder of the term of this Lease the difference, if any, between the rent and other charges collected from any such subsequent lessee or tenants and the rent and other charges reserved in this Lease, but Lessee shall not be entitled to receive any excess of any such rents collected over the rents reserved herein.

16.3 Right to Cure. If Lessor declares a default, then Lessor shall give Lessee written notice, in accordance with Section 19.8 of this Agreement, specifying with particularity the default or condition unsatisfied. Before exercising any remedies on account of such default. Lessor shall give Lessee the following period of time, depending on the nature of the default. after Lessee’s receipt of written notice of default, to cure such default before Lessor utilizes any remedies under this Agreement:

(a) 1 f the event of default is one described in Section 16.1(a), or one which may be cured by Lessee’s payment of money to a third party, then Lessee shall be afforded ten (10) days after its receipt of written notice of such default; provided, however, that notwithstanding any other provision of this Lease. during any twelve-month period, Lessee shall be entitled to only one notice and cure period with respect to the failure to pay Annual Rent or Additional Rent;

(b) If the event of default is one described in Section 16.1(d), then Lessee shall be afforded ten (10) days after its receipt of written notice of such default:

(b) If the event of default is one described in Section 16.1(e), then Lessee shall be afforded the time period set forth in said Section 16.1(e) after its receipt of written notice of such default:

(c) If the event of default is one described in Section 16.1(b), Section 16.1(c), Section 16.1(d), or Section 16.1(h), then Lessee shall be afforded thirty (30) days after its receipt of written notice of such default (or, if any such event of default is not susceptible to cure within such thirty- [30-] day period, then Lessee shall be afforded a longer cure period, but only as long as Lessee promptly commences and diligently pursues such cure, and in no event shall the cure period with respect to any such event of default exceed one hundred twenty [120] days):

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(d) In the event of a default described in Section 16.1(f) and such default has not been cured as provided in such note or security agreement.

16.4 Re-entry. If Lessor re-enters the Premises or terminates this Lease pursuant to any of the provisions of this Lease, Lessee hereby waives all claims for damages which may be caused by such re-entry or termination by Lessor. Lessee shall and does hereby indemnify and hold Lessor harmless from any loss, cost (including court costs and attorney’s fees), or damages suffered by Lessor by reason of such re-entry or termination. No such re-entry or termination shall be considered or construed to be a forcible entry.

16.5 Remedies Cumulative. The exercise by Lessor of any one or more of the rights and remedies provided in this Lease shall not prevent the subsequent exercise by Lessor of any one or more of the other rights and remedies herein provided. All remedies provided for in this Lease are cumulative and may, at the election of Lessor, be exercised alternatively, successively, or in any other manner and arc in addition to any other rights provided for or allowed by law or in equity.

ARTICLE XVII: SUBORDINATION

I 7.1 Subordination to Mortgages. Lessee agrees that, upon the request of the Lessor, Lessee shall subordinate this Lease to the lien of any mortgage, security deed or deed of trust that may now or hereafter exist. for which the Buildings or Lessor’s interest in the Premises or this Lease is pledged as security, provided that the mortgagees or beneficiaries named in such mortgage or deeds of trust agree in writing (a) to recognize the interest of Lessee under this Lease. (b) that so long as Lessee shall perform its obligations under this Lease, the rights of Lessee hereunder shall remain in full force and effect, and (c) that they will not disturb Lessee’s occupancy of the Premises under this Lease in the event of foreclosure or other action taken under the mortgage or deed of trust if Lessee is not then in default. Lessee shall execute and deliver to Lessor all instruments Lessor reasonably deems necessary to evidence and give effect to any such subordination, provided that no such instrument shall alter any of the terms, covenants or conditions of this Lease, and provided that said instrument shall contain the covenants of the lender as aforesaid.

17.2 Estoppel Certificates. From time to time, Lessee shall. within thirty (30) days after receipt of a written request from Lessor, execute and deliver to Lessor a certificate stating to the extent applicable:

(a) That the Lease is in full force and effect and unmodified (or if there have been any modifications, specifying the date and nature thereof):

(b) That to its knowledge, Lessee has no defenses, offsets, or counterclaims against its obligations to pay Annual Rent and Additional Rent, and to perform its other obligations under this Lease;

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(c) That to its knowledge, there are no uncured defaults of Lessor under this Lease; and

(d) The dates to which Annual Rent have been paid.

17.3 Payment of Encumbrances. Lessee acknowledges that Lessor has mortgaged and encumbered the Leased Premises and may subsequently mortgage and encumber the Leased Premises from time to time during the term of this Lease. During the term of this Lease. Lessor shall make, in a timely manner, any and all payments required by any and all loans or debts secured by the Leased Premises.

ARTICLE XVIII: OPTION

18.1 Generally. In consideration of this Lease, and for TEN AND NO/100’s DOLLARS (S10.00) and other good and valuable consideration, and the mutual covenants and obligations set forth in this Agreement, and on the terms and conditions hereinafter set forth, I .essor hereby grants to Lessee an option to purchase the Leased Premises (including the real estate and improvements) from Lessor for a purchase price which shall be determined in accordance with Section 18.3 of this Lease, payable in cash or certified funds (the “Option”).

18.2 Term. Beginning on November 1.2022, and ending on the termination of the Lease (this period of time is referred to as the “Option Term”), and as long as: (a) Lessee is not in default of this Lease. (b) Lessee shall have paid in full and satisfied, without incurring any additional debt or refinancing with Lessor, that certain Promissory Note between Lessee, as maker, and Lessor, us lender, dated the same date as the date hereof, in the original principal amount of Seven Hundred Thirty-Four Thousand and No/100’s Dollars ($734,000.00) (the “Note”). which is secured by. among other things, certain personal property associated with the operation of the business on the Premises; then Lessee shall have the right to purchase the Leased Premises, under the terms and conditions set forth in this Article XVIII. Lessee shall not have any right whatsoever to exercise this option until July 1, 2022, and shall likewise not have any right to exercise this option after the termination of this Lease. Lessee shall have the right to exercise this option during a Renewal Term of this Lease, as long as the other conditions set forth herein have been satisfied. When this Lease terminates, unless Lessee has exercised this option as provided in Section 18.6 of this Lease, this Option shall terminate automatically, without any further action by either party. and Lessee shall have no further rights under this article.

18.3 Purchase Price. The purchase price shall be equal to the product of (i) the Annual Rent (for the entire year, not just one month) on the day Lessee’s purchase of the Leased Premises is closed pursuant to this option, multiplied by (ii) 10.00.

18.4 Effect of Termination of Lease. If this Lease is terminated by Lessor or Lessee, then this option shall automatically terminate and be void and of no force or effect.

18.5 Effect of Default. Lessee may not exercise this option if and while Lessee is in default of this Lease, even if Lessor has not declared a default.

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18.6 Exercise of Option. At any time during the term of this Lease, as long as Lessee has fully complied with the conditions set forth in Section 18.2 of this Lease, and as long as Lessee is not in default of this Lease, then Lessee shall be entitled to exercise this option by delivering to Lessor a written notice stating Lessee’s intent to exercise this option and close the sale and purchase of the Leased Premises at a mutually agreeable time no more than one hundred twenty (120) days and no less than thirty (30) days from the date of the notice, which time can be beyond the term of this Lease. The exercise of this option shall ripen this instrument into a contract for the sale and purchase of the Leased Premises without the necessity of any further instrument in writing except as provided herein.

18.7 Conveyance of Leased Premises; Warranty of Title; Exceptions. Lessor covenants that, upon the exercise of this option by Lessee or its permitted assigns, and upon payment of the agreed purchase price as provided herein, Lessor shall convey, and cause to be conveyed to Lessee, unencumbered, marketable title to the Leased Premises, in fee simple, and that Lessor will warrant the title to the Leased Premises, by general limited or special covenants of warranty, against the claims and demands of all persons claiming by, through or under Lessor, subject only to the lien of ad valorem taxes for the year in which the sale is closed and any liens or encumbrances caused or created by Lessee. Taxes for the year in which the sale is closed shall not be prorated between the parties. as Lessee is obligated to pay such taxes under this Lease. Lessee shall pay all costs of preparing the warranty deeds, transfer tax, title examination, title insurance, escrow fees, Lessee’s attorney’s fees, and all other costs associated with the closing, except that Lessor shall pay the costs of curing any title objections caused by Lessor and the cost of paying and satisfying any liens or encumbrances created by Lessor.

18.8 No Credit for Rent Payments. Lessee shall not receive a credit at closing or otherwise for any rental payments made hereunder.

18.9 Purchase “As Is”. Lessee shall purchase the Leased Premises in “as is” condition “with all faults” and specifically and expressly without any warranties, representations or guaranties, of any kind, oral or written, expressed or implied, concerning the Leased Premises from or on behalf of Lessor, except as expressly provided herein. Lessor shall not under any circumstances he required to repair, modify or later any condition of the Leased Premises.

18.10 No Right to Purchase in Separate Parcels. This option shall permit Lessee to purchase all of the tracts, parcels, improvements and appurtenances constituting the Leased Premises in one transaction, and Lessee shall not be entitled under any circumstances to purchase less than all of the tracts, parcels and improvements constituting the Leased Premises.

18.11 Merger of Estates. The exercise of this Option shall riot terminate this Lease or modify or reduce Lessee’s obligations under this Lease. Upon closing of the purchase of the Leased Premises pursuant to this Option. however, this Lease shall terminate and be of no further force and effect.

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18.12. Early Exercise of Option.

(a) By End of Fourth Year. Notwithstanding the time limitations on Lessee’s exercise of this Lease. Lessee may exercise this Option before November 1, 2019 as long as: (a) Lessee is not in default of this Lease. (b) Lessee shall have paid in full and satisfied, without incurring any additional debt or refinancing with Lessor, the Note and (c) Lessee shall pay to Lessor a purchase price which shall be calculated as follows: The purchase price in such event shall he equal to the lesser of (1) the sum of (A) the purchase price calculated pursuant to the formula set forth in Paragraph 18.3 of this Lease using the amount of Annual Rent (for the entire year. not just one month) in effect at the time Lessee proposes to close the purchase of the Leased Premises pursuant to this Option, plus (B) a premium equal to six percent (6%) of the purchase price so calculated; or (ii) the option price that would be calculated pursuant to the formula set forth in Paragraph 18.3 of this Lease using the amount of Annual Rent (for the entire year, not just one month) that will be in effect during the last year of the Initial Term.

(b)       After Fourth Year. Notwithstanding the time limitations on Lessee’s exercise of this Lease, Lessee may exercise this Option on or after November 1, 2019, and before November 1, 2022, as long as: (a) Lessee is not in default of this Lease, (b) Lessee shall have paid in full and satisfied, without incurring any additional debt or refinancing with Lessor, the Note and (c) Lessee shall pay to Lessor a purchase price which shall be calculated as follows: The purchase price in such event shall be equal to the lesser of (i) the sum of (A) the purchase price calculated pursuant to the formula set forth in Paragraph 18.3 of this Lease using the amount of Annual Rent (for the entire year, not just one month) in effect at the time Lessee proposes to close the purchase of the Leased Premises pursuant to this Option, plus (B) a premium equal to four percent (4%) of the purchase price so calculated; or (ii) the option price that would be calculated pursuant to the formula set forth in Paragraph 18.3 of this Lease using the amount of Annual Rent (for the entire year, not just one month) that will be in effect during the last year of the Initial Term.

ARTICLE XIX: MISCELLANEOUS

19.1 Holding Over. If Lessee holds over beyond the expiration of the Term, Lessee shall occupy the Premises as a lessee at will on a month-to-month basis upon all of the terms and conditions of this Lease, but shall pay to Lessor each month that it holds over, the sum of one hundred fitly percent (150.0%) of the Annual Rent for the last month prior to such expiration, plus Additional Rent as set forth in this Lease.

19.2 Severability. If any provisions of this Lease shall be determined to any extent to be void or unenforceable by any court of competent jurisdiction, the remainder of this Lease shall not be affected thereby, and each other provision of this Lease shall be valid and enforced to the full extent permitted by law.

19.3 No Waivers. The failure of Lessor or Lessee to insist upon the strict performance of any obligation of the other under this Lease, or to exercise any right. power. or remedy consequent upon a breach hereof, shall not constitute a waiver or relinquishment of any such obligation. A receipt of Annual Rent or Additional Rent by Lessor, or a payment of Annual Rent or Additional Rent by Lessee, with knowledge or the breach of any obligation hereunder, shall not constitute a waiver or relinquishment of any such obligation.

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19.4 Remedies Cumulative. Except as expressly set forth in this Lease, the specific remedies to which Lessor or Lessee may resort are cumulative and are not intended to be exclusive of any other remedies or means of redress to which they may be entitled in law or in equity.

19.5 Modifications in Writing. This Lease may not be amended in any way, and no such purported amendment shall be effective, except by a writing executed by Lessor and Lessee.

19.6 Entire Agreement. This Lease contains all of the agreements of the parties with respect to the subject matter hereof, and supersedes all prior negotiations. agreements, and other dealings between them with respect to the same. Any representation, warranty, condition, understanding or agreement of any kind with respect to the subject matter of this Agreement not contained in this Agreement or in the shall not be of any force or effect and shall not be relied upon by any party.

19.7 Headings. The headings of the paragraphs of this Agreement are for convenience of reference only, are not to be considered a part hereof, and shall have no bearing on the construction or interpretation of this Agreement.

19.8 Notices. Any notice, consent, request, demand, or other communication given, or required to be given under this Lease, shall be effective only if given in writing, sent by (a) nationally recognized, overnight courier service, delivery fee prepaid. (b) registered or certified mail, return receipt requested, postage prepaid, or (c) delivered by hand, if to Lessor, to Lessor’s Address set forth in the cover of this Lease; and if Lessee, to Lessee’s Address as set forth in the cover of this Lease, or to such other address as either party may specify to the other by written notice. Any such notice, approval, consent, request, demand, or election shall be deemed to have been given upon receipt. or if receipt is refused, then when delivery was attempted.

19.9 Binding Effect. The terms, covenants and conditions contained in this Lease shall bind and inure to the benefit of Lessor and Lessee, and except as otherwise provided herein, their respective successors and assigns.

19.10 Submission Not an Offer. The submission of this Lease or a sununary of any of its provisions for examination and review, does not constitute an offer to lease on the terms of this Lease or those provisions, and this Lease shall not be effective or binding on Lessor or Lessee until execution and delivery by both.

19.11 Memorandum of Lease. Neither party hereto shall record this lease, provided however, the parties agree to execute a memorandum hereof in the public records of each jurisdiction where a tract comprising the Leased Premises is located. Further, if this lease is terminated at any time, then the parties shall record a statement of termination in such public records.

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19.12 Attorney’s Fees. Whenever Lessor or Lessee shall be in default of the Lease, and such default shall cause either party to incur damages or expenses, such damages or expenses so incurred, with legal interest. and including penalties, costs and reasonable attorneys’ fees, may be added to or deducted from the next accruing rental payment(s) due.

19.13 Prevailing Parties. In the event Lessor or Lessee is required to obtain the services of an attorney to enforce the provisions of this Lease resulting in litigation, the prevailing party shall be entitled to reimbursement by the other of its reasonable attorney’s fees and costs.

19.14 Exhibits. The following exhibit(s) is (are) a part of this Lease and incorporated herein by reference:

Exhibit A - Legal Description

19.15 Recitals Made Part of Agreement. The recital of facts on the first page of this instrument is hereby made a part of this Lease as if fully set forth herein.

19.16 Execution. This Lease may be simultaneously executed in duplicate counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.

19.17 Time of Essence. Time is expressly declared to be of the essence of this Lease.

19.18 Compliance with Laws and Regulations. Lessee shall, at its own expense, comply with all laws, orders and requirements of all governmental entities concerning the use and occupancy of the Leased Premises.

19.19 Governing Law. This Lease shall be interpreted and construed under and in accordance with the laws of the State of Georgia, except that this Lease shall be enforced in accordance with procedures established by the laws of the State of Tennessee.

(Signatures Presented on the Following Pages)

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IN WITNESS WHEREOF, the parties have caused their authorized agents to execute this Agreement on the day and year first above written.

Lessor:
PFMG HOLDINGS, L.L.C., a Georgia Limited Liability Company
By:	/s/ Dwight A. Glover
	Dwight A. Glover, Its Authorized Agent

Signed, Sealed and Delivered in the Presence of:
Unofficial Witness
Notary Public, Fulton County, GA
[NOTARY SEAL)
My Commission Expires: Feb 19, 2015

(Signatures Continued on Next Page)

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Lessee:
PREMIER FUNERAL MANAGEMENT GROUP V, LLC, a Delaware Limited Liability Company
By:	/s/ Barry R. Bedford
	Barry R. Bedford, Its Chief Executive Officer and Authorized Agent
	[COMPANY SEAL]

Signed, Sealed and Delivered in the Presence of:
Unofficial Witness
Notary Public, Johnson County, GA
[NOTARY SEAL)
My Commission Expires: July 20, 2015

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EXHIBIT A
TO LEASE AGREEMENT WITH OPTION TO PURCHASE
BETWEEN PFMG HOLDINGS. L.L.C., AS LESSOR. AND
PREMIER FUNERAL MANAGEMENT GROUP V, LLC. AS LESSEE,
DATED NOVEMBER 5, 2015

(Legal Description of Leased Premises)

(Sharp Funeral Home, 209 Roane Street. Oliver Springs, Tennessee 37840)

SITUATE in District No. Two (2) of Roane County, Tennessee, within the City of Oliver Springs. Tennessee, being Parcel 008 on Tax Map 1E, and referenced in Deed Book “Y”. Series 5, page 404, and being Lots Ten (10) through Fifteen (15). Also located at the intersection of Roane Street and Pine Street, and more fully described as follows:

BEGINNING on an iron pin at the intersection of Roane Street and Pine Street. being the northeast corner of the property herein described; thence along the west right of way line of Pine Street, South 39 deg. 30 min. East, 130.00 feet to a point in the north edge of an alley; thence along the north edge of said alley, South 50 deg. 30 min. West, 180.00 feet to a point, the southeast corner of William F. Sharp, III; thence along the line of Sharp, North 39 deg. 30 min. West, 130.00 feet to a point in the south right of way of Roane Street; thence along the south right of way of Roane Street. North 50 deg. 30 min. East, 180.00 feet to the POINT OF BEGINNING, containing 0.537 acre, as shown on Map MKV-47-41, as surveyed by George McGrew.

BEING the same property conveyed to PFMG Holdings, L.L.C., a Georgia limited liability company. by deed from Premier Funeral Management Group V, LLC, a Delaware limited liability company, dated November ___, 2015, filed for record in Book _____, page ___ in the Roane County Register of Deeds Office.

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AFTER RECORDING, PLEASE RETURN TO:

Ryan P. McNally, Esq.

Tennessee Valley Title Insurance Company
800 South Gay Street, Suite 1700

Knoxville, Tennessee 37929

PREPARED BY:

Robert F. Leverett, Esq.

P. O. Drawer 399

25 S. Thomas Street

Elberton, Georgia 30635-0399

SIIORT FORM LEASE AGREEMENT WITH OPTION (SHARP)

THIS SHORT FORM LEASE AGREEMENT WITH OPTION (SHARP) (“Agreement”) is made and entered into as of the 5th day of November, 2015, by and between PFMG HOLDINGS, L.L.C., a Georgia limited liability company with principal office in Elbert County, Georgia, and a mailing address of P.O. Drawer 399, Elberton, Georgia 30635-0399 (hereinafter referred to as “Lessor”); and PREMIER FUNERAL MANAGEMENT GROUP V, LLC, a Delaware limited liability company, authorized to transact business in the State of Tennessee, with mailing address of 3815 River Crossing Parkway, Suite 100, Indianapolis, Indiana 46240 (hereinafter referred to as “Lessee”).

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RECITAL

A. Lessee owns certain property in Roane County, Tennessee, at 209 Roane Street, Oliver Springs, Tennessee 37840, known as “Sharp Funeral Home,” which property is more particularly described below, with all improvements thereon (the real property and all improvements are referred to as the “Property”).

B. The parties have this day entered into a Lease Agreement with Option to Purchase (the “Lease”), in which Lessor leases the Property to Lessee, and grants to Lessee an option to buy the Property, and Lessee accepts such lease and option, on certain terms and conditions, as set forth in the Lease.

C. Pursuant to Section 19.11 of the Lease, the parties agreed that a short form lease or memorandum would be executed and recorded.

D. Pursuant to such agreement, the parties are executing and delivering this Agreement.

NOW, THEREFORE, for and in consideration of TEN DOLLARS ($10.00) in hand paid, the mutual covenants, promises and undertakings outlined in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by both of the parties, the parties hereby agree as follows:

1. Recitals Made Part of Agreement. The above recital of facts is hereby made a part of this Agreement as if fully set forth herein.

2. Agreement to Lease. Subject to the terms and conditions set forth in the Lease, Lessor hereby leases to Lessee that certain property, with the improvements thereon, located in Roane County, Tennessee, at 209 Roane Street, Oliver Springs, Tennessee 37840, more particularly described on Exhibit A to this Agreement. Lessee hereby leases the Property from Lessor, subject to the terms and conditions set forth in the Lease.

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3. Term. The term of the Lease shall be for a period of seven (7) years, commencing on the 5th day of November, 2015, and ending on the 31st day of December, 2022, unless sooner terminated in accordance with the provisions of the Lease. Lessee also has the option to extend the Lease for three (3) additional renewal terms of seven (7) years each.

4. Rent. Lessee shall pay to Lessor rent as provided in the Lease.

5. Option. Lessor has granted to Lessee an option to purchase the Property during the term of the Lease, on the terms and conditions set forth in the Lease.

6. Incorporation of Lease. All terms, conditions, representations, covenants and agreements set forth in the Lease, including, but not limited to, restrictions on Lessee’s use of the Property, and Lessee’s right to transfer or assign its interest in the Lease and the Property, are hereby incorporated into and made a part of this Agreement, as if fully set forth herein.

7. Heading. The headings of the paragraphs of this Agreement arc for convenience of reference only, are not to be considered a part hereof, and shall have no beating on the construction or interpretation of this Agreement.

8. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall be deemed one and the same instrument.

9. Exhibits. All exhibits to this Agreement are hereby incorporated into and made a part of this Agreement, as if fully set forth herein.

10. Warranty of Authority. Each person who executes this Agreement on behalf of a party represents and warrants to the other party he has the authority to do so on behalf of the party represented, and such person shall, individually and personally, indemnify the other party and hold the other party harmless from any claim that such authority does not exist.

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IN WITNESS WHEREOF, the parties have caused their authorized agents to execute this Agreement on the day and year first above written.

Lessor:
PFMG HOLDINGS, L.L.C., a Georgia Limited Liability Company
By:	/s/ Dwight A. Glover
	Dwight A. Glover, Its Authorized Agent
[CORPORATE SEAL]

STATE OF GEORGIA	)
	)	SS
COUNTY OF FULTON	)

PERSONALLY appeared before me, the undersigned authority, a Notary Public in and for said County and State, DWIGHT A. GLOVER, with whom I am personally acquainted, or proved to me on the basis of satisfactory evidence, and who, upon oath, acknowledged him/herself to be the Authorized Agent of PFMG HOLDINGS, L.L.C., a Georgia Limited Liability Company, the within named bargainor, and that he/she as such Authorized Agent, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the Company by him/herself as such Authorized Agent.

WITNESS my hand and official seal at office this 5^th day of November, 2015.

[NOTARY SEAL]

/s/ Rebecca Sekowski

Notary Public

My Commission Expires: Feb 19, 2015

(Signatures Continued on Next Page)

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Lessee:
PREMIER FUNERAL MANAGEMENT GROUP V, LLC, a De ware Limited Liability Company
By:	/s/ Barry R. Bedford
	Barry R. Bedford, Its Chief Executive Officer and Authorized Agent
[COMPANY SEAL]

STATE OF INDIANA	)
	)	SS
COUNTY OF HAMILTON	)

PERSONALLY appeared before me, the undersigned authority, a Notary Public in and for said County and State, BARRY R. BEDFORD, with whom I am personally acquainted, or proved to me on the basis of satisfactory evidence, and who, upon oath, acknowledged him/herself to be the Chief Executive Officer of Premier Funeral Management Group, V, LLC, a Delaware Limited Liability Company qualified to do business in Tennessee, the within named bargainor, and that he/she as such Chief Executive Officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the Company by him/herself as such Chief Executive Officer.

WITNESS my hand and official seal at office this 5^th day of November, 2015.

[NOTARY SEAL]

/s/ Amanda Shanafelt

Notary Public

My Commission Expires: July 29^th 2023

(Signatures Continued on Next Page)

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EXHIBIT A
TO SHORT FORM LEASE AGREEMENT WITH OPTION (SHARP)
BETWEEN PFMG HOLDINGS. L.L.C. AS LESSOR. AND
PREMIER FUNERAL MANAGEMENT GROUP V,LLC. AS LESSEE,
DATED NOVEMBER 5 2015

(Legal Description of Property)

(Sharp Funeral Home, 209 Roane Street, Oliver Springs, Tennessee 37840)

SITUATE in District No. Two (2) of Roane County, Tennessee, within the City of Oliver Springs, Tennessee, being Parcel 008 on Tax Map 1E, and referenced in Deed Book “Y”, Series 5, page 404, and being Lots Ten (10) through Fifteen (15). Also located at the intersection of Roane Street and Pine Street, and more fully described as follows:

BEGINNING on an iron pin at the intersection of Roane Street and Pine Street, being the northeast corner of the property herein described; thence along the west right of way line of Pine Street, South 39 deg. 30 min. East, 130.00 feet to a point in the north edge of an alley; thence along the north edge of said alley, South 50 deg. 30 min. West, 180.00 feet to a point, the southeast corner of William F. Sharp, III; thence along the line of Sharp, North 39 deg. 30 min. West, 130.00 feet to a point in the south right of way of Roane Street; thence along the south right of way of Roane Street, North 50 deg. 30 min. East, 180.00 feet to the POINT OF BEGINNING, containing 0.537 acre, as shown on Map MKV-47-41, as surveyed by George McGrew.

BEING the same property conveyed to PFMG Holdings, L.L.C., a Georgia limited liability company, by deed from Premier Funeral Management Group V, LLC, a Delaware limited liability company, dated November ____, 2015, filed for record in Book _____, page ____ in the Roane County Register of Deeds Office.

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Troy:

/s/ TROY CENTAZZO (SEAL)

TROY CENTAZZO

Signed, Sealed and Delivered
in the Presence of:

Unofficial Witness

Notary Public, ________ County, California

[NOTARY SEAL AFFIXED]

My Commission Expires: June 29, 2017

(Signatures Continued on Next Page)

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EX1A-6 MAT CTRCT

Exhibit 6.14

LEASE AGREEMENT WITH OPTION TO PURCHASE

Premier Funeral Management Group VII, LLC

October 12, 2016

Adams Funeral Chapel
Charleston, Illinois

SUMMARY PAGE

Lessor:	PFMG Holdings, L.L.C.
Lessee:	Premier Funeral Management Group VII, LLC
Leased Premises:	Adams Funeral Chapel
	2330 Shawnee Dr,
	Charleston, IL 61920
Term:	Approximately seven (7) years beginning the 22nd day of September, 2016 and ending the 31st day of September, 2023. This initial term will be followed by three optional Renewal Terms of seven (7) years each.
Annual Rent:	During the first year of the Term, rent shall be $100,000.00 per year. On October 1 of each year, rent shall be increased by two and one half percent (2.50%).
Additional Rent:	Monthly Payments of Property Taxes and Insurance into Escrow, Plus Maintenance.
Security Deposit:	$0.00
Initial Rent Payment:	$8,333.33 per month (after initial prorated payment).
Permitted Use:	The Premises are currently used and shall continue to be used as a Funeral Home.

TABLE OF CONTENTS

ARTICLE I	DEMISED PREMISES
	1.1	Premises	1
	1.2	Acceptance of Premises	2
ARTICLE II	TERM
	2.1	Initial Term	2
	2.2	Renewal Term	2
ARTICLE III	RENT AND ADDITIONAL RENT
	3.1	Rent	3
	3.2	Annual Rent	3
	3.3	Additional Rent	4
	3.4	Utilities	4
	3.5	Taxes; Escrows	5
	3.6	Triple Net Lease	6
ARTICLE IV	USE OF PREMISES
	4.1	Permitted Uses	6
ARTICLE V	ALTERATIONS AND ADDITIONS
	5.1	Lessee Work	7
ARTICLE VI	LESSEE’S PROPERTY
	6.1	Ownership	7
	6.2	Lien Waivers	7
	6.3	Removal of Lessee’s Property upon Termination of Lease	7
	6.4	Applicability	7
ARTICLE VII	LESSOR’S COVENANTS AND REPRESENTATIONS
	7.1	Authority	8
	7.2	Non-Interference	8
	7.3	Quiet Enjoyment	8

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ARTICLE VIII	LESSEE’S COVENANTS
	8.1	Payments	8
	8.2	Maintenance and Repairs	8
	8.3	Yield-Up	9
	8.4	Use	9
	8.5	Risk of Loss to Lessee’s Property	9
	8.6	Lessor’s Entry	9
	8.7	Taxes	9
	8.8	Liens	9
	8.9	Licensure	10
	8.10	Name Changes to Business	10
	8.11	Financial Statements	10
	8.12	Purchase Agreement	10
	8.13	Deposit Account	10
	8.14	Financial Reporting and Additional Documents	11
	8.15	Further Assurances; Power of Attorney	12
	8.16	Compliance with Applicable Law	12
	8.17	ERISA	12
	8.18	Taxes and Assessments	12
	8.19	Notice of Event of Default, Claim or Change in Status	12
	8.20	Reimbursement of Lessor Expenses	13
	8.21	Indemnification for Environmental Claims	13
	8.22	Protection of Business Assets	13
	8.23	Authorization to Release Information	14
	8.24	Inspection of Books, Records, Properties	14
	8.25	Preservation of Corporate Existence and Similar Matters	14
	8.26	Authority to Perform	14
	8.27	Prior or Subordinate Security Interest	14
	8.28	Compliance with Financing Covenant Agreement	14
ARTICLE IX	LESSEE’S FINANCIAL COVENANTS
	9.1	Liens	15
	9.2	Inventory	15
	9.3	Merger, Consolidation and Sale of Assets	15
	9.4	Other Indebtedness or Leases	15
	9.5	Loans/Investments	15
	9.6	Capital Expenditures	15
	9.7	Dividends and Stock Repurchase	16
	9.8	Payment of Salary, Dividends or Other Distributions	16
	9.9	Change of Ownership	16
	9.10	Subsidiaries	16
	9.11	Guarantees	16

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ARTICLE X	LESSEE’S REPRESENTATIONS
	10.1	Authority	16
	10.2	No Violation	16
	10.3	Solvency	16
	10.4	Compliance with Applicable Law	16
	10.5	No Default	17
	10.6	No Material Adverse Change	17
	10.7	Corporate Existence	17
	10.8	Financial Statements	17
	10.9	Tax Returns	17
	10.10	No Subordination of Lessor’s Rights	17
	10.11	Subordination of Shareholder’s Rights	18
	10.12	Permits for Conducting Business	18
	10.13	Marketable Title	18
	10.14	Hazardous Materials	19
	10.15	Litigation	19
	10.16	Liens	19
	10.17	Loss	19
	10.18	Default	19
	10.19	No Name Changes	19
	10.20	Utilities	19
	10.21	Compliance with Laws	19
	10.22	No Notice of Violation	19
	10.23	No Notice of Condemnation	19
	10.24	Restrictions on Premises	19
	10.25	No Landfill, USTs	19
	10.26	Premises Not in Flood Zone	20
	10.27	Wetlands	20
	10.28	No Adverse Circumstances	20
	10.29	Materialmen’s Liens	20
	10.30	No Changes in Zoning	20
	10.31	Leases	20
	10.32	Bankruptcy	20
	10.33	Brokers	20
ARTICLE XI	INSURANCE
	11.1	Building and Property Insurance	20
	11.2	Waiver of Subrogation	21
	11.3	Liability insurance	21
	11.4	Lessor as insured or Additional insured	21
	11.5	Proof of insurance	21
	11.6	Escrows for Property Insurance	21
ARTICLE XII	INDEMNIFICATION
	12.1	Indemnity by Lessee	21
	12.2	Indemnity by Lessor	22
	12.3	Cooperation and Information	22

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ARTICLE XIII	CONDEMNATION
	13.1	No Termination	22
	13.2	Temporary Taking	22
	13.3	Awards	22
ARTICLE XIV	FIRE AND CASUALTY
	14.1	Damage and Destruction	23
ARTICLE XV	ASSIGNMENT AND SUBLETTING
	15.1	Consent Required	23
	15.2	Procedure	23
ARTICLE XVI	DEFAULT
	16.1	Events of Default	23
	16.2	Remedies	24
	16.3	Right to Cure	26
	16.4	Re-entry	26
	16.5	Remedies Cumulative	26
ARTICLE XVII	SUBORDINATION
	17.1	Subordination to Mortgages	26
	17.2	Estoppel Certificates	27
	17.3	Payment of Encumbrances	27
ARTICLE XVIII	OPTION
	18.1	Generally	27
	18.2	Term	27
	18.3	Purchase Price	28
	18.4	Effect of Termination of Lease	28
	18.5	Effect of Default	28
	18.6	Exercise of Option	28
	18.7	Conveyance of Leased Premises; Warranty of Title; Exceptions	28
	18.8	No Credit for Rent Payments	28
	18.9	Purchase “As Is”	29
	18.10	No Right to Purchase in Separate Parcels	29
	18.11	Merger of Estates	29

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ARTICLE XIX	MISCELLANEOUS
	19.1	Holding Over	30
	19.2	Severability	30
	193	No Waivers	30
	19.4	Remedies Cumulative	30
	19.5	Modifications in Writing	30
	19.6	Entire Agreement	30
	19.7	Headings	30
	19.8	Notices	30
	19.9	Binding Effect	31
	19.10	Submission Not an Offer	31
	19.11	Memorandum of Lease	31
	19.12	Attorney’s Fees	31
	19.13	Prevailing Parties	31
	19.14	Exhibits	31
	19.15	Recitals Made Part of Agreement	31
	19.16	Execution	31
	19.17	Time of Essence	31
	19.18	Compliance with Laws and Regulations.	31
	19.19	Governing Law	31
	Exhibit A	Legal Description	35

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LEASE AGREEMENT WITH OPTION TO PURCHASE

THIS LEASE AGREEMENT WITH OPTION PURCHASE (“Lease” or “Agreement”) is entered into this 12th day of October, 2016, by and between HOLDINGS, L,L.C., a Georgia limited liability company whose principal office is located at P.O. Drawer 399, Elberton, Georgia 30635-0399 (hereinafter referred to as “Lessor”); and PREMIER FUNERAL MANAGEMENT GROUP VII, LLC, a Delaware limited liability company whose principal office is located at 3815 River Crossing Parkway, Suite 100, Indianapolis, Indiana 46240 (hereinafter referred to as “Lessee”).

R E C I T A L S:

A. As part of a financing transaction, in which Lessor is providing lease-purchase financing to Lessee, Lessor has this day purchased that certain improved tract of real estate in Coles County, Illinois , more particularly described below. The tract of real property that Lessor has purchased is referred to as the “Premises” or “Leased Premises.”

B. Lessor has agreed to lease the Premises to Lessee, and Lessee has agreed to lease the Premises from Lessor, all upon certain terms and conditions, as more fully set forth in this Lease.

C. The parties desire to execute this Lease to confirm the terms and conditions of their promises, agreements, covenants and understandings, and to be legally bound by such promises, agreements, covenants and understandings.

NOW, THEREFORE, for and in consideration of TEN DOLLARS ($10,00) in hand paid, the mutual covenants, promises and undertakings outlined in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by both of the parties, Lessor and Lessee hereby covenant and agree as follows:

ARTICLE I: DEMISED PREMISES

1.1 Premises. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor, for the term hereinafter set forth, and upon and subject to the terms and conditions of this Lease, those certain tracts or parcels of land, with improvements thereon, more particularly described on Exhibit A to this Lease, together with all rights, ways, easements, improvements, fixtures, electrical, plumbing, heating and air conditioning systems, fences, mineral rights, riparian rights, permits and any and all appurtenances (collectively referred to as the “Premises”). The properties which are included in the Premises are located at the following addresses, according to the current system of numbering streets in the jurisdictions in which the land and improvements are located:

Adams Funeral Chapel

2330 Shawnee Dr,

Charleston, IL 61920

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The parties acknowledge that the Premises include all other structures and improvements located on the tract(s) of land described on Exhibit A to this Lease. Accordingly, all references in this Lease to the “Premises” or “Leased Premises” shall include and also refer to all improvements and appurtenances to the tract(s) of land described on Exhibit A to this Lease, as well as the tract(s) of land described on Exhibit A to this Lease. The tract(s) of land described on Exhibit A are sometimes collectively referred to in this Lease as the “Land” or the “Lot.” Each building or structure located on a tract of land is sometimes referred to as a “Building” and are sometimes collectively referred to as the ^-Buildings.”

1.2 Acceptance of Premises. Lessee has examined and hereby accepts the Leased Premises in its present “as is” condition. At the termination of this Lease, Tenant shall deliver the Leased Premises in good order and condition, normal wear and tear only excepted.

ARTICLE II: TERM

2.1 Initial Term. The Premises are leased for a term of approximately seven (7) years (the “Initial Term”), beginning on the .2-2.ntbday of Szptonaher, 2016 (the “Commencement Date”) and ending on the 31st day of September, 2023, at which time this Lease shall terminate absolutely and without further obligation on the part of either party, unless otherwise provided herein, or unless sooner terminated as hereinafter provided. In the event that Lessor shall permit Lessee to occupy the Premises prior to the commencement date of the Term, such occupancy shall be subject to all provisions of this Lease, but such early occupancy shall not advance the termination date provided herein.

2.2 Renewal Term. Lessee shall have an option to extend the Initial Term of this Lease for up to three (3) additional renewal terms of seven (7) years each (each of such additional seven-year terms are referred to as a “Renewal Term”), but only in the manner and upon the terms and conditions set forth in this Lease. The Initial Term of this Lease and all Renewal Terms for which this Lease is actually extended by Lessee are collectively referred to as the “Term” or “Terms” of this Lease. Lessee may extend the term of this Lease for one or more such additional seven-year terms, at Lessee’s option. Lessee shall not have the right to renew or extend this Lease except as provided herein. Subject to any provision hereof expressly limiting the applicability of any term of this Lease to a particular time period, ail terms of this Lease shall be effective during the Renewal Terms. Lessee shall not have the right to extend the term of this LeaSe for more than one Renewal Term at a time. In the event Lessee elects to exercise the right to extend the Term, Lessee shall give written notice to Lessor not less than two (2) months prior to the expiration of the then-current Term. If Lessee fails to notify Lessor in a timely and proper manner, in accordance with this Lease, that Lessee wishes to exercise its option to extend this Lease beyond the end of the then-current term, then Lessee shall be deemed to have waived the right to renew this Lease, shall have no right to renew this Lease, and this Lease shall terminate at the conclusion of the then-current term without further notice or action by any party. As used in this Lease, the phrase “Term” shall include the Renewal Term or Renewal Terms unless the “Initial Term” is specified.

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ARTICLE III: RENT AND ADDITIONAL RENT

3.1 Rent. In consideration of and for Lessee’s right to use and occupy Premises during the Term, Lessee shall pay to Lessor, or to other parties on behalf of Lessor, all sums and payments as provided in this Lease. All such sums shall be deemed rent, and shall include Annual Rent, as described in Section 3.2 of this Lease, and Additional Rent, as described in Section 3.3 of this Lease.

3.2 Annual Rent.

(a) Generally. The Annual Rent during the first year of the Term shall be One Hundred Thousand and No/100’s Dollars ($100,000.00) per year and shall be payable in monthly installments due on the first day of each month in the amount of Eight Thousand Three Hundred Thirty three and 33/100s Dollars ($8,333.33) plus sales tax (if applicable), with the first monthly installment of Annual Rent being due and payable on September 1, 2016, and continuing monthly thereafter throughout the term of this Lease. In addition, if the Commencement Date of this Lease is not on the first of the month, Lessee shall pay upon execution of this Lease prorated rent from the day of execution to the first day of the next month immediately following the Commencement Date. Rent shall be due on the 1st of each month. Each rental payment shall be payable in advance without demand on the date such payment becomes due. Although each monthly rental payment shall be due on the dates set forth above, (1) such payment shall not be deemed late until the tenth (10th) of each month in which such payment is due, at which point a late fee shall be due, as provided below, and (2) such late payment shall not constitute a default under this Lease until the fifteenth (15th) of the month in which such payment is due, notwithstanding any other provision of this Lease. In the event Lessor has not received Annual Rent by the 10th day of each month, Lessee shall pay to Lessor as Additional Rent a late fee equal to the product of (i) one percent (1.0%) of the total monthly payment of Annual Rent multiplied by (ii) the number of days between the tenth and the date on which such payment is received by Lessor. At Lessor’s option, all rent payments shall be made either by electronic funds transfer from Lessor’s bank account, or by check payable to Lessor, and if by check, shall be delivered or mailed to Lessor at 3431 Cedar Lane, Tallahassee, Florida 32312, or at such other address as may be designated from time to time by Lessor by delivering to Lessee a written notice of such address change. Default for non-payment of rent hereunder shall be determined as provided in Article XVI.

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(b) Increases in Annual Rent. At the beginning of each year after year one (1) of the Term, Annual Rent shall also be increased each year by two and one half percent (2.5%) of the previous year’s rent, with the increases to be effective with the monthly payment due in September. Such rental amounts for years 2 through 7 are as follows:

Year Beginning	Annual Lease Amount		Monthly Payment
10/01/2017	$	102,500.00	$	8,541.67
10/01/2018	$	105,062.50	$	8,755.21
10/01/2019	$	107,689.06	$	8,974.09
10/01/2020	$	110,381.29	$	9,198.44
10/01/2021	$	113,140.82	$	9,428.40
10/01/2022	$	115,969.34	$	9,664.11

(c) Effective Date of Annual Rent Escalations. Annual escalations shall be effective with the monthly payment of Annual Rent due in September of each year. Annual Rent shall continue to be payable in monthly installments due on the first day of each month at the address of Lessor set forth herein.

(d) Increases During Renewal Terms. Annual Rent due during any Renewal Term shall also increase in the same manner as set forth above.

3.3 Additional Rent. Any and all other payments which Lessee is required to maket o Lessor or any other person or entity pursuant to this Lease, and any and all other monetary obligations of Lessee under this Lease, including, but not limited to, utilities, taxes, insurance, and the costs of maintenance and repair, are hereinafter sometimes referred to as “Additional Rent”.

3.4 Utilities. Lessee shall contract for in its own name and pay or cause to be paid, when due, any and all charges for water, electricity, gas, sewage, waste, trash and garbage disposal, television, telephone and any and all other utility services furnished to the Leased Premises. Under no circumstances shall Lessor be obligated to pay for any such utility services.

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3.5 Taxes; Escrows.

(a) Monthly Escrow Payment for Taxes. Lessee shall pay to Lessor each month, in addition to Annual Rent, an amount to be held by Lessor in escrow for payment of any taxes, general and special assessments and other public charges of every description, levied on or assessed against the Premises and any personal property located within the Premises, as well as any Sales Tax levied against the Annual Rent (collectively, the “Taxes,” or individually, a “Tax”). Such monthly payments shall be due on the first day of each month, and shall be paid at the same time as the payment of Annual Rent. Lessor shall notify Lessee in writing of the amount of such monthly payment, which shall generally be equal to one-twelfth of the amount of the Taxes for the previous year. If the Taxes for a particular year are more than the amount used as a basis for monthly payments into escrow, then Lessee shall immediately pay to Lessor on demand any difference. If the ad valorem taxes for the year ending during the Initial Year are in excess of the prior year’s ad valorem taxes, then in such event, Lessee shall be responsible for the entire amount of such increase, notwithstanding the fact that Lessee occupied the Premises for less than the entire calendar year.

(b) Suspension of Obligation to Escrow Taxes. At Lessor’s option and in Lessor’s sole discretion, Lessor may suspend Lessee’s obligation to escrow taxes and insurance with Lessor by notifying Lessee in writing of such suspension, and if Lessor so suspends such obligation, then Lessee shall pay the Taxes, or any installment of the Taxes (if permitted to be paid in installments), on or before the day on which any interest or penalty is imposed upon such payment whether belonging to or chargeable against Lessor or Lessee.

(c) Exclusions. Lessee shall not be required to pay or escrow, and the term “Taxes” shall not include (i) any tax (other than sales tax) on the rent paid to Lessor or (ii) any income, estate, gift, inheritance, transfer capital levy tax, or franchise or profits tax that may be payable by Lessor. However, if taxes are expressly imposed on the Rent in lieu of all or part of the Taxes on the land or the improvements, and the purpose of the new tax is more closely akin to that of an ad valorem tax or use tax than to an income or franchise tax on Lessor’s income, then Lessee shall pay such substitute taxes.

(d) Lessor to Furnish Tax Bills to Lessee. Lessor shall furnish a copy of all tax bills to Lessee when Lessor makes demand upon Lessee for any difference between the amount of taxes actually paid and the amount used as a basis for monthly payments into escrow, and if Lessor does not make any such demand in a particular year, Lessor shall provide a copy of the tax bill to Lessee at least sixty (60) days after Lessor pays such taxes, unless such bills are furnished directly to Lessee by the appropriate authorities. Upon request by Lessor, Lessee shall furnish to Lessor receipts indicating payment of the Taxes.

(e) Lessee’s Right to Contest Assessment. Lessee may contest any assessment or the imposition of any Tax against the Land or the Buildings, but notwithstanding any other provision of this Lease, any such contest shall be at Lessee’s sole expense, and Lessor shall have no responsibility or liability whatsoever for the costs of any such contest. Lessor agrees to execute appeals, petitions, suit papers and other documents legally necessary in connection with any such contest and, at no expense to Lessor, to cooperate reasonably in such proceedings, all upon Lessee’s request. During any such contest, Lessee shall take all steps legally necessary, including payments under protest, to prevent foreclosure and public sale or other divesting of Lessor’s title by reason of nonpayment of taxes. In any event, Lessee shall pay all Taxes prior to the issuance of an execution for such payment.

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(f) Lessor’s Option to Cure. If Lessee fails to pay or escrow any Taxes (including applicable Sales Tax) in the manner and at the times required under this Lease, or fails to pay any utilities, insurance premiums on any policy required to be maintained by Lessee under this Lease, or any other charges, costs or expenses required to be paid under this Lease, then Lessor shall have the right, but not the obligation, to make such payments, in which case such sums shall be due to Lessor as Additional Rent. Lessor shall have the option of requiring Lessee to repay Lessor the amount of such payments on demand or with the next monthly installment of Annual Rent. If Lessee does not make such payment, then Lessor shall have the same rights and remedies with respect of any of its rights under Article XVI.

3.6 Triple Net Lease. This Lease shall be deemed and construed to be a completely net lease or triple net lease and Lessee shall pay to Lessor, net throughout the term of this Lease, the Annual Rent, any additional rent and any other amounts owed to Lessor as defined hereunder free of any offset, abatement or other deduction whatsoever and without notice or demand, except as may be otherwise set forth herein, and as long as Lessee is obligated to make monthly escrow payments of Taxes to Lessor, Lessee shall make such escrow payments. Under no circumstances or conditions, whether now existing or hereafter arising, or whether or not beyond the present contemplation of Lessor or Lessee, shall Lessor be required to make any payment of any kind whatsoever with respect to this Lease or be under any other obligation or liability hereunder except as herein otherwise expressly set forth herein.

ARTICLE IV: USE OF PREMISES

4.1 Permitted Uses. The Lessee may use and occupy the Premises as a funeral home, in a manner permitted by applicable law (the “Permitted Use”), but shall not use or occupy the property for any other use, except with the advance express written permission of Lessor, which permission shall not be unreasonably withheld, delayed, or conditioned; provided, however, that Lessor shall be entitled to request from Lessee and its affiliates information to support or justify any change in use, and to support the desired new use, and shall be provided a reasonable amount of time to review, analyze, assess, and investigate such information. Lessee and other users of the Premises shall apply for or obtain any and all licenses, permits, and other approvals that may be required for any particular use they make, or propose to make, of the Premises. Lessor represents that the use of the Premises for the Permitted Use complies with all applicable local zoning codes and ordinances.

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ARTICLE V: ALTERATIONS AND ADDITIONS

5.1 Lessee Work. Lessee shall not make any alterations or additions to the Premises in excess of Fifty Thousand and No/100’s Dollars ($50,000.00) per Building during the Term except in accordance with plans and specifications first approved by Lessor in writing, which approval shall not be unreasonably withheld, conditioned or delayed. All alterations and additions shall be part of the Buildings, shall immediately become the property of Lessor, shall be included in the Premises, shall not require any increase in Annual Rent, and shall remain in the Buildings upon the termination of the Lease. Before Lessee commences any alteration(s) or addition(s), regardless of the cost of such alterations or additions, it shall secure all licenses and permits required for the work; and, if the alteration(s) or addition(s) to the Premises exceeds Fifty Thousand and No/100’s Dollars ($50,000.00), Lessee shall also deliver to Lessor (1) detailed plans and specifications for the work, and (2) a list of all contractors and subcontractors and the estimated cost of all labor and materials to be furnished by them. Lessee agrees to fully indemnify Lessor for any cause of action, claim, loss, or liability against Lessor and which results from any alteration or addition initiated by Lessee. Lessee agrees to pay promptly when due, the entire cost of any such work done in respect of its alterations and additions, and to promptly discharge or bond any liens for labor performed or materials furnished in connection therewith that may attach to the Premises or Buildings.

ARTICLE VI: LESSEE’S PROPERTY

6.1 Ownership. All Lessee’s inventory, computer and other equipment, furniture, demountable partitions, and all other property of Lessee located in the Premises from time to time and not otherwise attached or affixed to the interior or exterior of a Building or encumbered by a security interest held by Lessor (“Lessee’s Property”), shall be and remain the property of Lessee. At any time during the Term, Lessee may remove any of Lessee’s Property from the Premises, unless prohibited under the terms of other agreements between Lessee and Lessor.

6.2 Lien Waivers. In furtherance of the foregoing, Lessor agrees that, in the event Lessee acquires and/or leases any personal property to be installed and used upon the Premises subject to retain title, conditional sale contract, security agreement or lease with an entity besides Lessor, Lessor shall execute and deliver to any such secured creditor and/or lessor a waiver of any lien Lessor may have upon such personal property. Such waiver will be on a form provided by Lessee authorizing the secured creditor and/or Lessor, with advance notice to Lessor, to enter upon the Premises and remove such personal property in the event of default under the terms of the Security Agreement and/or Lease.

6.3 Removal of Lessee’s Property upon Termination of Lease. Upon termination of this Lease, Lessee shall remove all Lessee’s Property from the Premises, except alterations and additions made by Lessee and/or any fixtures or equipment, the removal of which would damage the Buildings. Lessee shall have ten (10) days after the termination of this Lease to either (1) remove all of Lessee’s Property or (2) pay a full month’s rent thus allowing Lessee thirty (30) days after termination to remove all of Lessee’s Property. if Lessee has not removed all Lessee’s Property from the Premises within ten (10) days (or within thirty (30) days if extended as provided above), such remaining Lessee’s Property shall be deemed abandoned by Lessee.

6.4 Applicability. Notwithstanding any other provision of this Lease, Lessee acknowledges that all intangible, tangible and other property currently located upon the Premises or used in connection with the Adams Funeral Chapel (referred to as the “Business”), and all future replacements and substitutions for and accessions to such property, shall be subject to a security interest in favor of Lessor to secure Lessee’s obligations under this Lease and certain loans from Lessor to Lessee and, as a result, none of the property located on the Premises shall be subject to this Article VI or considered ^-Lessee’s Property” unless Lessor and Lessee expressly agree in writing.

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ARTICLE VII: LESSOR’S COVENANTS AND REPRESENTATIONS

7.1 Authority. Lessor represents and warrants that it is the owner of the Premises, and has all requisite corporate authority to enter into the Lease without the consent or approval of any other party.

7.2 Non-Interference. Lessor shall not unreasonably interfere with Lessee’s use of the Premises in the exercise of Lessee’s rights, or in the performing of Lessee’s maintenance, repair, service, and other obligations under this Lease.

7.3 Quiet Enjoyment. Lessor covenants that upon paying the Annual Rent and any Additional Rent required herein, and observing and keeping all covenants, agreements, and conditions applicable to it under this Lease, Lessee shall peaceably and quietly have, hold and enjoy the Premises, without hindrance or molestation from Lessor or anyone claiming by, through or under Lessor.

ARTICLE VIII: LESSEE’S COVENANTS

8.1 Payments. Lessee covenants to pay when due all payments in respect of Annual Rent and Additional Rent, and any other charges required to be paid by it hereunder.

8.2 Maintenance and Repairs.

(a) Lessee’s Duty to Prevent Waste and Damage. Lessee covenants to not commit or allow to be committed by Lessee’s employees, invitees, agents or contractors, any waste or damage to any portion of the Premises.

(b) Lessee’s Duty to Maintain Premises. During the Term of this Lease, Lessee shall maintain the Premises in a good, tenantable, first class and safe condition, and shall promptly make any and all repairs and replacements required to maintain such condition and state of repair, including all repairs necessary to keep the roof of the Buildings leak-free and otherwise in good condition and repair, and shall maintain in good and serviceable condition and repair all exterior walls, floor slabs, floorings, foundations, structural columns, load bearing portions of interior walls, structural components of the Buildings, all common facilities, and all electrical, plumbing, fire protection, and other systems of the Buildings. Lessee shall also keep the interior and exterior of the buildings, including the parking lot and landscaping, in good aesthetic appearance and condition.

(c) Lessor Relieved of Duty to Maintain. Lessee acknowledges that Lessor shall not be required to furnish any services or facilities, or to make any repairs or alterations, of any nature whatsoever with respect to the Premises. Lessee hereby assumes the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the Premises.

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(d) Lessor’s Right to Cure Lessee’s Breach of Duty to Maintain. If, after having received written notice thereof from Lessor, Lessee fails to commence any such repairs or replacements to the Premises within the applicable cure period set forth in Section 16.3 below and thereafter diligently proceed with such repair work until completion, Lessor or its agents may, at Lessor’s option, enter the Premises for the purpose of making such repairs and make such repairs or any replacements deemed necessary by Lessor. All costs and expenses incurred as a consequence of Lessor’s action shall be deemed Additional Rent, and Lessee shall pay to Lessor such Additional Rent within 15 days after Lessee receives copies of receipts showing payment by Lessor for such repairs or other obligations. These receipts shall be prima facie evidence of the payment of the charges paid by Lessor.

8.3 Yield Up. Lessee covenants to peacefully yield up and surrender the Premises upon the termination of this Lease in good order, repair and condition, reasonable wear and tear, casualty and condemnation excepted, and to remove all Lessee’s Property (except as may be otherwise set forth in Article VI above).

8.4 Use. Lessee covenants that during the Term it will not use the Premises for any use other than the Permitted Use, not injure or deface the Premises, nor permit any nuisance, nor suffer to occur on the Premises any activity that is improper, offensive, contrary to law or which will increase the premiums of Lessor’s insurance on the Buildings or the Premises, unless Lessee agrees to bear such increased cost and pays such additional cost to Lessor at the time Lessee takes such action or allows such activity.

8.5 Risk of Loss to Lessee’s Property. Lessee’s Property and all furnishings,fixtures, equipment, effects and property of those claiming by, through, or under Lessee, located in or on the Premises, shall be at the sole risk and hazard of Lessee, and if the whole or any part thereof shall be damaged or destroyed by fire, flood, the leakage or bursting of pipes, or by theft or by any other cause, no part of such damage shall be borne by Lessor.

8.6 Lessor’s Entry. Lessee shall permit Lessor or Lessor’s agents to enter the Premises during reasonable, non-peak business hours upon twenty-four (24) hours advance notice, or at any time in the event of an emergency, for the purpose of inspections and exercising any rights in carrying out any obligations Lessor may have under this Lease, and to show the Premises to prospective tenants during the six (6) months prior to the expiration of the Term.

8.7 Taxes. Lessee covenants to pay promptly when due all taxes, general and special assessments and other public charges of every description, levied on, assessed against or imposed on Lessee’s Property, and to make timely payments into escrow, as required by Section 3.5, for as long as Lessor requires escrow payments.

8.8 Liens. Lessor and Lessee covenant that neither party will create any lien or encumbrance on the Premises (save and except for the liens set forth and permitted in Article XVII hereof) or cause any lien or encumbrance to attach to the Premises, and if either party does so create a lien or allow a lien to attach to the Premises, it shall promptly cause the same to be discharged or bonded. Lessee acknowledges that Lessor shall encumber the Premises from time to time, as contemplated by Article XVII of this Lease.

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8.9 Licensure. Lessee shall maintain all necessary federal, state and local licenses necessary to own and operate the business conducted on the Premises.

8.10 Name Changes to Business. Lessee covenants that it will not make any name changes to the business without written approval of Lessor.

8.11 Financial Statements. Lessee covenants that during the full term of this lease, it will provide whatever financial information is requested by Lessor regarding Lessee’s business within ten (10) days of Lessor’s request.

8.12 Purchase Agreements. Lessee shall comply with each and every representation, warranty, covenant, term and condition of (a) that certain Asset Purchase Agreement between TAMELA S. ADAMS, INC., an Illinois corporation (the “COMPANY”), FIRST MID-ILLINOIS BANK & TRUST, TRUSTEE OF LAND TRUST NO. 44040350 (the “TRUST”), Premier Funeral Management Group VII, LLC, dated_______________________ (the “Asset Purchase AgreeMent”).

8.13 Deposit Account.

(a) Maintain Deposit Account. Lessee shall at all times, so long as any indebtedness exists from Lessee to Lessor, maintain a designated deposit account as Lessee’s primary depository and remittance bank account with a banking institution acceptable to Lessor (for purposes of this Agreement, “Depository Account”). Lessee agrees that its average monthly deposit balances in Lessee’s Depository Account shall be in an amount necessary to cover rental payments to Lessor, including annual rent and additional rent (such as taxes and insurance). Furthermore, Lessee shall not close, transfer, change or restrict Lessor’s authorization to debit rental payments from Lessee’s Depository Account without Lessor’s prior written approval.

(b) Automatic Debits from Deposit Account. Lessee hereby agrees with Lessor that all payments for, with respect to, or upon the indebtedness of Lessee to Lessor shall be automatically deducted from Lessee’s Depository Account each month by Lessor in accordance with Lessor’s standard auto-debit policies and procedures. All such auto-debit financing payments shall 136 taken from Lessee’s Depository Account. Lessee shall execute any and all documents or authorizations required to authorize Lessor to debit such Depository Account for financing payments and other amounts due Lessor. Such authorization shall be in form and content acceptable to Lessor and shall not be revoked or changed by Lessee without Lessor’s written consent.

(c) Account Statements and Information. Lessee hereby agrees that, upon Lessor’s request, Lessee shall provide Lessor with copies of monthly account statements for the Depository Account or, at Lessor’s discretion, Lessor may request and obtain such account statements from Lessee’s bank. Furthermore, Lessee agrees that Lessor may obtain daily, monthly or average account balance information for the Depository Account directly from Lessee’s bank. Lessee shall execute any and all documents or authorizations required to authorize Lessor to obtain such information directly from Lessee’s bank. Such authorization shall be in form and content acceptable to Lessor and shall not be revoked or changed by Lessee without Lessor’s written consent.

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(d) Deposit Account Control Agreement. Intentionally Omitted.

8.14 Financial Reporting and Additional Documents.

(a) Generally. Lessee shall provide to Lessor annually and, as soon as is practical at any other time following Lessor’s request, any financial statement, profit and loss statement, balance sheet, or financial, credit, valuation, organizational or other such confidential or non-confidential information Lessor may deem necessary in its discretion. Additionally, Lessee will furnish to Lessor monthly profit and loss statements, balance sheet and call breakdown reports. Upon Lessor’s request, Lessee shall confirm and/or certify such statements, valuations, or other information.

(b) Bank Account Statements and Information. Upon Lessor’s request, Lessee shall promptly provide and deliver to Lessor copies of monthly account statements for all of Lessee’s bank accounts or, at Lessor’s discretion, Lessor may request and obtain such account statements from Lessee’s bank or banks. Furthermore, Lessee agrees that Lessor may obtain daily, monthly or average account balance information for any of Lessee’s bank accounts directly from Lessee’s bank or banks. Lessee shall execute any and all documents or authorizations required to authorize Lessor to obtain such information directly from Lessee’s bank or banks. Such authorization shall be in form and content acceptable to Lessor and shall not be revoked or changed by Lessee without Lessor’s written consent.

(c) Guarantor Information. In addition, at Lessor’s request, Lessee shall obtain and provide to Lessor any personal financial statements, valuations, or other information (confidential or non-confidential) Lessor may deem necessary in its discretion pertaining to any or all guarantors of this Lease (herein referred to as “Guarantors^—), and which shall, at Lessor’s discretion, be certified and/or prepared in accordance with generally accepted accounting practices (GAAP) and standards.

(d) Authorization. Lessee authorizes Lessor to provide any such information to auditors, regulators, attorneys, consultants, rating agencies, analysts, prospective purchasers of borrowers financing or other persons needing such information for legitimate purposes.

(e) Hold Harmless. Lessee hereby holds Lessor, its owners, officers, directors, partners, independent contractors, and employees harmless from any and all claims, damages, or liability resulting from any further improper disclosure of such information by such third parties.

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8.15 Further Assurances; Power of Attorney. Lessee shall sign, acknowledge, deliver, and file any additional documents, statements, or certifications that Lessor may consider necessary to carry out the intent of this agreement; to perfect, continue and preserve Lessee’s obligations under any document executed in connection with this Lease (this Lease, a Loan Agreement, two Promissory Notes, Security Agreement, Cross Collateralization and Cross Default Agreement and any and all other such documents related thereto are hereinafter collectively referred to as the “Transaction Documents” or a “Transaction Document”); to perfect, continue or preserve Lessor’s lien holder status; to replace or correct lost, misplaced, incorrectly filed, misstated or incorrect Transaction Documents; to correct or adjust for clerical errors; to complete incomplete or deficient Transaction Documents; to assure that the executed Transaction Documents will conform to and be acceptable in the marketplace in the instance of transfer, sale or conveyance by Lessor of its interest in and to said Transaction Documents; to assure that the Transaction Documents are in compliance with all laws, rules, regulations or the requirements of any prospective purchaser to whom Lessor seeks to market the Transaction Documents; or to enable Lessor to sell, convey, seek guaranty, insure or market the Transaction Document to any person. Lessee hereby grants a limited power of attorney to Lessor to sign, acknowledge, deliver and file as Lessee’s Attorney in Fact any such documents, statements, or certifications. Any written request for additional documentation made by Lessor shall be prima facie evidence of the necessity for same.

8.16 Compliance with Applicable Law. Lessee shall comply with, and cause each subsidiary of any Lessee to comply with, any and all applicable federal, state or local statue, regulation or ordinance including all applicable laws, rules, regulations, licenses, permits and other requirements of all relevant governmental agencies or entities. including the obtaining of all governmental approvals where necessary (herein Applicable Law).

8.17 ERISA. Lessee shall fund all current service pension liabilities as they are incurred by Lessee, or such subsidiary, under the provisions of all plans from time to time in effect, and comply, and cause all subsidiaries of each Lessee to comply, with all applicable provisions of the Employee Retirement Income Security Act.

8.18 Taxes and Assessments. Lessee shall pay and discharge all taxes, assessments, fees, penalties, withholdings and other governmental charges or levies imposed upon any one or combination of them, or upon the income and profits of one or any combination of them, or upon any property belonging to any one or combination of them, prior to the date on which such tax, assessment, fee, penalty, withholding, charge or levy attaches thereto, unless the legality thereof shall be promptly and actively contested in good faith by appropriate proceedings. Lessee acknowledge that it shall discharge this obligation as to Taxes (as defined in Section 3.5 of this Lease) by making monthly payments into escrow, unless Lessor suspends this obligation as provided in Section 3.5.

8.19 Notice of Event of Default, Claim or Chang in Status. Lessee shall promptly notify Lessor in writing of (a) the occurrence of any Event of Default; (b) any pending or threatened litigation against Lessee claiming damages in excess of Fifty Thousand and No/100’s Dollars ($50,000.00) or seeking relief that, if granted, would adversely affect the financial condition or business operations of Lessee or any affiliate; (c) any change in Lessee’s status, which may result in the material impairment of Lessee’s ability to perform any or all terms of the Lease or any of the Transaction Documents or which may materially impair Lessor’s security interest. Such material change in status includes, but is not limited to: (i) a significant loss of business, or a loss of a large Customer; (ii) a significant change in the health or financial circumstances of a principal of Lessee; or (iii) an adverse claim, proceeding, demand or action against Lessee, or Lessee’s business. In the event of such change in the status of one of these persons or entities, Lessee agrees to cooperate fully with Lessor to protect Lessor’s security interest.

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8.20 Reimbursement of Lessor’s Expenses. Lessee shall pay immediately upon demand by Lessor all fees, costs and expenses (including, without limitation, attorney’s fees and other professional fees) incurred by Lessor in connection with the administration or enforcement of the Transaction Documents relating to a breach by Lessee of any Transaction Documents or otherwise. Any such amount may be demanded and collected immediately from Lessee or offset by Lessor from any funds held by Lessor or held in trust or by a third party, for Lessee’s benefit or otherwise.

8.21 Indemnification for Environmental Claims. Lessee shall indemnify and defend Lessor, and hold Lessor harmless, from and against any losses to Lessor resulting from past, present or future use, manufacture, handling, storage, transportation or disposal of Hazardous Materials (defined below in this paragraph) or other toxic materials. During the term of this Lease, Lessor, at Lessor’s sole option, may obtain, at Lessee’s expense, written certification and a Phase 1 environmental audit report from a reputable environmental consultant of Lessor’s choice concerning whether the Premises, and any other improvements on the Premises have been or are presently being used for or in connection with the handling, manufacturing, storage, transportation or disposal of Hazardous Materials or other toxic substances, and whether the Premises contains any Hazardous Materials or other hazardous or toxic substances or any other environmental hazards or adverse environmental conditions. The certification and environmental audit provided to Lessor pursuant to this paragraph shall be prepared and provided by an environmental firm or consultant which shall be engaged by and acceptable to Lessor. Should the presence of any Hazardous Materials, other hazardous or toxic substances or any other environmental hazards or adverse environmental condition be revealed by the certification or audit, or be otherwise discovered, Lessee shall complete a remediation plan that meets the requirements of the environmental firm or consultant and Lessor, and Lessor may require, in Lessor’s sole discretion, and at Lessor’s option, that all violations with respect to Hazardous Materials or other toxic substances be corrected and that Lessee obtain all necessary permits. As used in this Lease, the term “Hazardous Material” shall mean and refer to (a) any material defined as “hazardous waste” or a “hazardous substance” or “hazardous material” or a “chemical substance” or “mixture” or “toxic substances” under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1802; the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. § 6901 et seq.; or the Toxic Substances Control Act, as amended, 15 U.S.C. § 2601, et LeA.; and (b) other solid, semisolid, liquid or gaseous substances which are toxic, ignitable, corrosive, carcinogenic or otherwise dangerous to human, plant, or animal health or well-being.

8.22 Protection of Business Assets. Lessee shall use its best efforts to preserve the value of Lessee’s Property. Lessee shall not directly or indirectly commit or allow any impairment, deterioration, diversion, or transfer of such property not in the ordinary course of business without Lessor’s prior written consent. Lessee will not permit any relocation of the business located on the Leased Premises or any substantial changes in the operation of the business without Lessor’s prior written consent. Lessee shall pay before or as they become due all taxes, assessments, liens, encumbrances, lease payments, and other obligations relating to its business.

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8.23 Authorization to Release Information. Lessee hereby authorizes any person who may have funeral home, financing, financial, credit, valuation or other confidential or non-confidential information regarding Lessee or its business and affairs to release to Lessor such information as Lessor, in its sole discretion, deems necessary to respond to regulatory inquiries; for the performance of audits, quality control or other reviews or to market the Transaction Documents; or for any other legitimate purpose. Furthermore, upon Lessor’s request, Lessee shall sign a release authorizing the release to Lessor of any financial, credit, valuation, or other confidential or non-confidential information that Lessor, in its sole discretion, deems necessary to respond to regulatory inquires; to perform audits, quality control or other reviews, or to market the Transaction Documents; or for any other legitimate purpose.

8.24 Inspection of Books, Records, Properties. Lessee shall maintain its books, accounts and financial and business records in accordance with generally accepted accounting principles, and shall allow Lessor, or Lessor’s representatives, to inspect the books, records, and financial affairs of such person or entity with representatives of such person or entity during normal business hours. Lessee and Guarantors shall maintain all of their respective books of account and financial records in accordance with generally accepted accounting practices (GAAP) and standards.

8.25 Preservation of Corporate Existence and Similar Matters. Lessee shall preserve and maintain the corporate existence of Lessee and all of Lessee’s rights, franchises, licenses and privileges in the jurisdiction of its incorporation or organization, as the case may be, and shall ensure that each entity comprising Lessee remain qualified as a foreign corporation and authorized to do business in each jurisdiction in which the character of its properties or the nature of its businesses requires such qualification or authorization.

8.26 Authority to Perform. If Lessee fails to perform any duty or any covenants in any Transaction Document or other agreement related to Lessee’s business, Lessor shall be hereby authorized, without notice, to perform such duty or covenant or cause such duty or covenant to be performed. Lessee appoints Lessor as attorney-in-fact to sign Lessee’s name or pay any amount necessary for performance. Lessor’s right to perform for Lessee shall not create an obligation to perform, and Lessor’s failure to perform will not preclude Lessor from exercising any of Lessor’s other rights under the law or any Transaction Document. Any amount paid by or incurred by Lessor may be added to the principal balance of Lessee’s debt to Lessor or offset by Lessor from any funds held by Lessor or held in trust or by a third party, for Lessee’s benefit or otherwise.

8.27 Prior or Subordinate Security Interest. Intentionally Omitted.

8.28. Compliance with Financing Covenant Agreement. Intentionally Omitted.

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8.29 Collateral. Lessee’s obligation to pay Annual Rent and Additional Rent under this Lease and to perform all of Lessee’s other covenants and obligations under this Lease are secured by (1) a security interest in certain assets of Lessee, located on the Premises, pursuant to that certain Security Agreement between Lessee, as debtor, and Lessor, as secured party, of even date herewith, and (2) guaranties of various individuals and entities.

ARTICLE IX: LESSEE’S FINANCIAL COVENANTS

9. 1 Liens. Lessee shall not create, assume, incur or suffer to exist, or permit any subsidiary to create, assume, incur or suffer to exist, any lien upon any of Lessee’s merchandise, inventory, computer and other equipment, machinery, furniture, furnishings, vehicles, goods, supplies, trade names, intangible property, accounts, bank accounts, trust accounts, documents, policies and certificates of insurance, money, chattel paper, choses and things in action, general intangibles and rights to payment or proceeds of any kind, including without limitation, goodwill, contract rights, and any and all additions, attachments, parts, repairs, accessories, accessions, replacements and substitutions to or for any of the forgoing (all of such items being collectively referred to as the “Business Assets”). Lessee and Guarantors acknowledge that this covenant prohibits the conveyance or pledge of the Premises or Business Assets other than in connection with the Transaction Documents or with Lessor’s permission.

9.2 Inventory. Lessor and Lessee acknowledge that all inventory is owned by the Lessee and shall be paid for when it is replaced. Lessee shall continue its purchase and display of inventory in this manner and shall not move the business to a consignment inventory relationship, or any other type of arrangement in which Lessee does not own or hold title to its inventory, without the advance express written consent of Lessor. Lessee acknowledges that violation of this clause shall constitute a default of this Lease.

9.3 Mercer, Consolidation and Sale of Assets. Lessee shall not (a) merge or consolidate with any other person or entity; (b) sell, lease or transfer or otherwise dispose of all or any substantial portion of its assets; or (c) permit any subsidiary to do any of the foregoing.

9.4 Other Indebtedness or Leases. Lessee shall not obtain any loans, advances or other financial accommodations or arrangements or otherwise incur any other indebtedness for money borrowed or for the deferred purchase price of any asset (including capitalized lease obligations) from any other person, other than indebtedness (a) for supplies or inventory payable within 60 days, but the aggregate total of all such debt shall not exceed One Hundred Thousand and No/100’s Dollars (S100,000.00), (b) created by the Transaction Documents; or (c) expressly approved and permitted in advance by Lessor in writing.

9.5 Loans/Investments. Intentionally Omitted.

9.6 Capital Expenditures. With respect to the Business, Lessee shall not, without prior written consent of Lessor, make or become obligated in connection with the purchase or acquisition of any fixed asset as defined by Financial Accounting Standards Board, if (i) the cost of such asset (including indebtedness constituting the deferred portion of the purchase price thereof) would be in excess of One Hundred Thousand and No/100’s Dollars ($100,000.00) or (ii) after giving effect thereto, the aggregate purchase price (including any indebtedness constituting the deferred portion of the purchase price thereof) of all such items to be purchased or acquired would exceed One Hundred Thousand and No/100’s Dollars ($100,000.00).

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9.7 Change of Ownership. There shall be no material change in ownership or management of Lessee, the Premises, or the Business Assets, without prior written approval of Lessor.

9.8 Subsidiaries. Lessee shall not create, incorporate or acquire any subsidiary, other than subsidiaries in existence as of the date hereof without prior written approval by Lessor. Any transactions with such preexisting subsidiaries shall be done in the normal course of business.

9.9 Guarantees. Lessee shall not assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any indebtedness of any other person, other than guarantees from time to time existing in favor of Lessor, unless expressly approved in advance by Lessor in writing.

ARTICLE X: LESSEE’S REPRESENTATIONS

Lessee warrants and represents to and covenants with Lessor as follows, and acknowledges that each and very such representation is material to Lessor’s decision to enter into this Lease and the Transaction Documents:

10.1 Authority. Lessee has the right, power and capacity and is duly authorized and empowered to enter into, execute, deliver and perform this Lease and the Transaction Documents.

10.2 No Violation. The execution, delivery and/or performance by Lessee of this Lease and the ransaction Documents shall not, by the lapse of time, the giving of notice or otherwise, constitute a violation of any Applicable Law or a breach of any provision contained in Lessee’s articles of incorporation, articles of organization, partnership agreement, bylaws or similar document, as applicable, or contained in any agreement, instrument or document to which Lessee is now or hereafter a party or by which it is or may be bound.

10.3 Solvency. Lessee is now, and at all times hereafter shall be solvent, and generally paying its debts as they mature and Lessee now owns (or has an interest acceptable to Lessor in) and shall at all time hereafter own (or have an interest acceptable to Lessor in) property which, at fair valuation, is greater than the sum of its debts.

10.4 Compliance with Applicable Law. Lessee is not and will not be, during the term hereof, in violation of any Applicable Law including all applicable federal, state or local statue, regulation or ordinance that in any respect materially and adversely affects its business, property, assets, operations or condition, financial or otherwise.

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10.5 No Default. Lessee is not in default with respect to any indenture, financing agreement, mortgage, deed, or other similar agreement relating to the borrowing of monies to which it is a party or by which it is bound.

10.6 Corporate Existence; Principal Place of Business. Lessee is a Delaware limited liability company, duly formed and organized, and in good standing, with a principal place of business in Marion County, Indiana. Lessee shall not change its principal place of business to a location outside of Marion County, Indiana, without first giving Lessor ten (10) days advance notice of such change. Upon request, each entity, at such entity’s cost, shalt provide to Lessor a certificate or good standing issued by the secretary of state or appropriate government official of the state in which such entity was formed.

10.7 Financial Statements. The financial statements presented by Lessee to Lessor are true and correct, have been prepared according to generally accepted accounting principles, consistently applied, and fairly and accurately represent the respective financial conditions of the subjects as of the dates thereof. Since the date of each financial statement, there have been no material changes, adverse or otherwise, in Lessee’s financial condition, other than those previously disclosed to Lessor in writing. There exists no material contingent liability or obligation assertable against Lessee, other than liabilities or obligations previously disclosed by Lessee to Lessor in writing. All other financial information concerning Lessee which has been provided to Lessor is true, correct and accurate.

10.8 Tax Returns. All federal, state and other tax returns of Lessee required by law to be filed have been completed in full and have been duly and timely filed, and all taxes, assessments and withholdings shown on such returns or billed to Lessee have been paid, and Lessee maintains adequate reserves and accruals in respect of all such federal, state and other taxes, assessments and withholdings. Except for certain state and local ad valorem taxes, there are no unpaid assessments pending against Lessee for any taxes or withholdings, and Lessee knows of no basis for any assessments.

10.9 No Subordination of Lessor’s Rights. Any and all obligations of Lessee to a third party are subordinated in right of payment to any and all of Lessee’s obligations to Lessor under this Lease and the Transaction Documents.

10.10 Subordination of Shareholders’ Rights. Lessee hereby represents that each Guarantor has subordinated to Lessor’s right to receive payment from Lessee pursuant to this Lease and any Transaction Document the right of such Guarantor to receive payment from Lessee on any loans made by such Guarantor to Lessee. Any and all of Lessee’s current and future obligations to any Guarantor and any shareholder, member or partner, as the case may be, shall be subordinate to any and all of Lessee’s current and future obligations to Lessor.

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10.11 Permits for Conducting Business. Lessee now possesses all permits, approvals, memberships, franchises, contracts, licenses, trademark rights, trade names, and patents necessary to enable it legally to conduct its business operations as now conducted, and as contemplated and represented to Lessor, and legally to operate and run Lessee’s business and affairs. Lessee shall continue to maintain all such permits, approvals, memberships, franchises, contracts, licenses, trademark rights, trade names, and patents as needed or required to operate its business and affairs, and shall continue to comply with and adhere to all governmental zoning and land use ordinances, rules, regulations, orders and agreements affecting the Premises and the uses of the Premises. All applicable governmental zoning and land use ordinances, rules, regulations, orders and agreements permit the continued and uninterrupted use of the improvements in connection with Lessee’s business and affairs. There is no pending litigation or proceeding of any kind regarding the validity of such ordinances, rules, regulations, orders and agreements and no such litigation or proceeding has been threatened. No additional permit, consent, authorization, order or license of any individual, entity or governmental authority is necessary to operate Lessee’s business legally. No consent, permission, authorization, order or license of any individual, entity, or governmental authority is necessary in connection with the execution, delivery, performance or enforcement of this Lease or the Transaction Documents.

10.12 Marketable Title. Lessee has good and marketable title to the Business Assets and any other property and assets reflected in the above-described financial statements.

10.13 Hazardous Materials. Except for chemicals, materials and substances that are customarily and routinely utilized in the course of operations of a funeral home, including any and all chemicals, materials and substances utilized in the embalming of human remains and the preparation of such remains for burial or other disposition (all of which chemicals, materials and substances shall be stored, maintained, used and disposed of in accordance with all applicable laws and regulations), Lessee shall not produce or dispose on the Premises, or any of Lessor’s properties, of any Hazardous Materials or conduct any activity that could produce Hazardous Materials or cause toxic effects on humans, animals or flora, and shall not produce, dispose or conduct such activity in the future. Neither Lessee nor any subsidiary of Lessee is in violation of any federal, state, or local laws, ordinances or regulations for environmental protection, including, but not limited to, the Federal Clean Air Act, the Federal Clean Water Act, the Resources Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the National Environmental Act, the regulations of the United States Environmental Protection Agency and the regulations of an analogous agency of the State of North Carolina. Lessee shall comply fully with all such laws and regulations. Notwithstanding any other provision of this Lease or any Transaction Document, Lessor acknowledges that Lessee will operate a funeral home on the Premises, and will use and store at or on the Premises, in a manner permitted by applicable laws, chemicals, materials, and substances that are customarily and routinely utilized in the course of operations of a funeral home, including embalming fluid any and all other chemicals, materials, and substances utilized in the embalming of human remains and the preparation of such remains for burial or other disposition, that are necessary for the conduct of Lessee’s business. Lessor expressly allows such use and agrees that such use, by itself, shall not constitute a breach of this paragraph or constitute a default under this Lease; provided, however, that (a) such use fully complies with applicable laws and regulations, and (b) such permission shall not relieve Borrower of any of its obligations under this paragraph or any of the Transaction Documents.

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10.14 Litigation. There are no pending or threatened actions or proceedings in a court of competent jurisdiction or before an administrative, regulatory or other governmental agency or authority that may in any way adversely affect the financial condition or business operations of Lessee. There are no actions, suits or proceedings pending, or, to Lessee’s knowledge, threatened or anticipated, before any court or governmental or administrative body or agency affecting the Premises or its continued use. Lessee is not now a party to any litigation affecting the Premises, or any part thereof, or Lessee’s rights to lease the Premises, and Lessee knows of no litigation, or to the best of its knowledge, threatened litigation, affecting the Premises or any part thereof. Lessee shall give Lessor prompt notice of the institution of any such litigation.

10.15 Liens. Intentionally omitted.

10.16 Loss. There has been no substantial loss or destruction of the physical assets or properties of Lessee since the date of the financial statements furnished by Lessee.

10.17 Default. No default exists under the provisions of any of the Transaction Documents, or under the provisions of any other agreement for borrowed money that is material to the operation of Lessee’s business.

10.18 No Name Changes. Intentionally omitted.

10.19 Utilities. Utility services have been constructed to and provided for the Premises, with sufficient capacity and in a condition to serve properly and adequately the improvements on the Premises, and have been approved by the appropriate governmental authorities. Upon request, Lessee shall provide to Lessor written evidence, satisfactory to Lessor, of same. Such utility services include, but are not limited to, electrical, gas, water and sewer services, drainage, and storm water.

10.20 Compliance with Laws. Lessee has complied with all laws, ordinances, rules and regulations of all local, state and federal governments and agencies with respect to its ownership, use and operations conducted on the Premises.

10.21 No Notice of Violation. Lessee has not received any notice from any municipal, county, state or other governmental agency or body having jurisdiction over the Premises of any zoning, fire, health, or environmental violation or violations of any laws, ordinances, statutes or regulations relating to pollution or environmental standards.

10.22 No Notice of Condemnation. Lessee has not received any notice of any pending or threatened condemnation or similar proceeding affecting the Property or any portion thereof, nor is the Lessee aware that any such action is presently contemplated;

10.23 Restrictions on Premises. Lessee is not a party to, subject to, or bound by any judgment or order of any court or governmental authority or any contract, commitment, agreement, undertaking, arrangement, license or restriction which could prevent the use of the Premises as a funeral home.

10.24 No Landfill, USTs. Intentionally omitted.

10.25 Premises Not in Flood Zone. Intentionally omitted.

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10.26 Wetlands. Intentionally omitted.

10.27 No Adverse Circumstances. To the best of Lessee’s knowledge, there are no significant adverse facts or conditions relating to the Premises or its intended use by Lessee which has not been specifically disclosed in writing by Lessee to Lessor, and Lessee knows of no fact or condition of any kind or character whatsoever which adversely affects such intended use of the Premises.

10.28 Materialmen’s Liens. Intentionally omitted.

10.29 No Changes in Zoning. To the best of Lessee’s knowledge, there are no pending or contemplated changes in the present status of zoning of the Premises, and Lessee shall give prompt notice to Lessor of any such proposed changes of which Lessee is aware prior to Closing.

10.30 Leases. Intentionally omitted.

10.31 Bankruptcy. Lessee is not involved in any bankruptcy, reorganization or insolvency proceeding.

10.32 Brokers. Intentionally omitted.

ARTICLE XI: INSURANCE

11.1 Building and Property Insurance. Lessor shall at all times throughout the Term maintain fire, casualty, and extended coverage insurance covering the Buildings in an amount not less than the full replacement cost of the Buildings, which policies shall list Lessor (and Lender{s} of the Lessor, as Lessor may direct) as the insured. Such coverage shall be provided by insurance companies chosen by Lessor and reasonably satisfactory to Lessee and licensed to issue insurance in the state in which the property is located. Every such policy of insurance shall contain provisions for thirty (30) days written notice to Lessor of any cancellation, non-renewal or modification to the policy. All such insurance policies shall be issued by a properly licensed insurer acceptable to Lessor and having the standard New York long form mortgagee clause favoring Lessor in an amount equal to at least the value of the improvements and sufficient to compensate Lessor up to the full replacement cost of the improvements. Such coverage shall be on a cost replacement basis. All costs of insurance with respect to the Leased Premises (including casualty and liability insurance) shall be paid by Lessee, and the Lessor shall have no obligation or liability in this regard. Lessee shall pay the premiums for all such policies required by this Lease in a timely manner. Lessee shall pay the costs of such insurance through escrows, as provided in Section 11.6 of this Lease, unless Lessor suspends Lessee’s obligation to escrow the costs of insurance.

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11.2 Waiver of Subrogation. Lessor and Lessee, on behalf of themselves and their respective insurers, hereby waive all causes and rights of recovery against the other and each of their respective officers, employees and agents, for any loss occurring to the property of either of them, regardless of cause or origin. Lessor and Lessee agree that all insurance policies presently existing or obtained after the date hereof, shall include a clause or endorsement to the effect that any such policies shall not be invalidated, nor shall the right of recovery against any party for loss occurring to the Buildings be impaired, by virtue of such waiver of subrogation, and denying the insurer’s rights of subrogation against the other party to the extent such rights have been waived by the insured prior to the occurrence of the injury or loss.

11.3 Liability Insurance. Lessee shall procure and maintain in effect at all times during the Term, comprehensive general liability insurance with a combined single limit of liability of at least One Million and No/100’s Dollars ($1,000,000.00), which policy shall list Lessor as an additional insured. Lessee shall furnish certificates of such insurance to Lessor promptly upon receipt of written request thereof.

11.4 Lessor as Insured or Additional Insured. Lessor shall be the insured on any and all casualty policies, and shall be named on each liability policy as an additional co-insured party.

11.5 Proof of Insurance. At the commencement of this Lease, and subsequently from time to time upon Lessor’s request, Lessee shall provide to Lessor proof of any such insurance obtained by Lessee by delivering to Lessor a certificate evidencing such insurance coverage.

11.6 Escrows for Property Insurance.

(a) Lessee’s Monthly Escrow of Insurance Premiums Required. Lessee shall pay to Lessor each month, in addition to Annual Rent, an amount to be held by Lessor in escrow for payment of the premiums and other charges for any casualty insurance which Lessee is required to maintain under this Lease. Such monthly payments shall be due on the first day of each month, and shall be paid at the same time as the payment of Annual Rent. Lessor shall notify Lessee in writing of the amount of such monthly payment, which shall generally be equal to one-twelfth of the amount of the premiums and other insurance charges for the previous year. If the premiums and charges for a particular year are more than the amount used as a basis for monthly payments into escrow, then Lessee shall immediately pay to Lessor on demand any difference.

(b) Suspension of Lessee’s Obligation to Escrow Insurance Premiums. At Lessor’s option and in Lessor’s sole discretion, Lessor may suspend Lessee’s obligation to escrow insurance with Lessor by notifying Lessee in writing of such suspension, and if Lessor so suspends such obligation, then Lessee shall pay in a timely manner the premiums and other charges for any insurance which Lessee is required to maintain under this Lease.

ARTICLE XII: INDEMNIFICATION

12.1 Indemnity by Lessee. Lessee agrees to indemnify, defend and hold Lessor harmless from and against any loss, cost, liability, damage or expense, including without limitation, reasonable attorney’s fees incurred in connection with or arising from: (a) Any negligence of Lessee or its employees, agents or contractors, in or on the Premises other than the act or omission of Lessor; and/or (b) Lessee’s failure to carry out its obligations under the Lease.

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12.2 Indemnity by Lessor. Lessor agrees to indemnify, defend and hold Lessee harmless from and against any loss, cost, liability, damage or expense, including without limitation, reasonable attorney’s fees incurred in connection with or arising from: (a) Any negligence of Lessor or its employees, agents or contractors in or on the Premises, other than the act or omission of Lessee; and/or (b) Lessor’s failure to carry out its obligations under this Lease.

12.3 Cooperation and Information. In carrying out their respective obligations to indemnify, defend, and hold the other harmless under the provisions of Subsections 12.1 and 12.2, Lessor and Lessee shall cooperate with each other in all respects, including without limitation, promptly notifying the other of any action or event which may reasonably be expected to be the basis of a claim or a suit for which the other is obligated to indemnify, defend, and hold harmless under the provisions hereof, and supplying the other with all information and documentation available to it relating to the same.

ARTICLE XIII: CONDEMNATION

13.1 No Termination. If, at any time during the Term, all or any portion of one or more of the Buildings located on the Premises shall be condemned or taken for public or quasi-public use, or if any portion of the Lot, Buildings or Premises is so condemned or taken, which would materially affect Lessee’s ability to conduct normal business operations on that particular tract or tracts of the Premises, then as of the date of dispossession of Lessee from such parcel or portion thereof as a result of any such condemnation or taking, Annual Rent shall abate in the proportion that the area so condemned or taken bears to the total area of the Premises, but this Lease shall otherwise remain in full force and effect.

13.2 Temporary Taking. If at any time during the Term a substantial portion of one or more of the Buildings is condemned or taken for a public or quasi-public use for a limited period of taking time, which would materially affect Lessee’s ability to conduct normal business operations on the Premises, then this Lease shall remain in full force and effect as to such portion of the premises thus affected and as to all other portions of the Premises; provided, however, that Annual Rent shall abate during such limited period in the proportion that the area so rendered substantially untenable or unusable as a result of such condemnation or taking bears to the total area of the Premises.

13.3 Awards. Lessor shall be entitled to the entire award resulting from any such condemnation or taking, including without limitation, any portion of any award attributable to the value of the leasehold estate created by this Lease; provided however, that Lessee reserves to itself any portion of any award attributable to Lessee’s personal property or fixtures, its relocation expenses, or the interruption or damage to its business.

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ARTICLE XIV: FIRE AND CASUALTY

14.1 Damage and Destruction. If, at any time during the Term, more than twenty-five percent (25.0%) of a Building is damaged or destroyed by fire or other casualty, and such damage or destruction materially affects Lessee’s ability to conduct normal business operations on the Premises, then during a ninety- (90-) day period following the damage or destruction of such Building, Lessee’s obligation to pay Annual Rent shall be abated, commencing on the date of such damage or destruction, in the proportion that the area of the part of the particular tract so damaged or destroyed or rendered untenantable bears to the total area of such tract (provided, however, if Lessee is unable to operate its business during such period of repair, Annual Rent for the Premises shall fully abate during such time). Thereafter, Lessee shall continue to pay full Annual Rent.

ARTICLE XV: ASSIGNMENT AND SUBLETTING

15.1 Consent Required. Lessee shall not sublet any portion of the Premises or assign, mortgage, pledge or transfer any of its rights with respect to any of its rights or interest created by this Lease without Lessor’s prior written consent in each instance, which consent shall be given or withheld as hereinafter provided, except by operation of law. Lessor may assign or convey its interest in the Premises (or any one or more of the tracts or parcels included in the Premises) at any time, but only if such transfer or conveyance is subject to this Lease. Lessor shall give Lessee written notice of such transfer no later then ten days after the effective date of such transfer.

15.2 Procedure. If Lessee desires at any time to sublet any portion of the Premises or assign mortgage, pledge or transfer this Lease or any of Lessee’s rights or interest created by this Lease, it shall first give advance written notice to Lessor of its desire to do so, and the terms and provisions of the proposed assignment or sublease. Lessor shall, within thirty (30) days after Lessor’s actual receipt of such notice, provide Lessee with written notice of Lessor’s consent to or disapproval of the proposed assignment, subletting, mortgage, pledge or transfer (any such disapproval specifying in writing the objections Lessor has to the proposed assignment, sublease, mortgage, pledge or transfer). Lessor shall be entitled to approve, disapprove or condition its approval in Lessor’s discretion. In the event Lessor fails to provide any written notice of disapproval to Lessee as aforesaid within said thirty- (30-) day period, Lessor shall be deemed to have consented to the proposed assignment, sublease, mortgage, pledge or transfer. Consent by Lessor to any assignment, subletting, mortgage, pledge or transfer by Lessee shall not relieve Lessee of any obligation to be performed by Lessee under this Lease, and Lessee shall remain fully bound and obligated under the terms of this Lease.

ARTICLE XVI: DEFAULT

16.1 Events of Default. An Event of Default shall be deemed to have occurred hereunder if:

(a) Lessee shall fail to pay any monthly installment of Annual Rent or Additional Rent by the end of the applicable grace period set forth in Section 3.2(a) of this Lease;

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(b) Lessee breaches or fails to comply with any term, provision, condition, or covenant of this Lease, other than the obligation to pay Annual Rent and Additional Rent, as described in Section 16.1(a);

(c) Lessee breaches any representation set forth in this Lease;

(d) Lessee’s interest in the Lease or the Premises shall be subjected to any attachment, levy, or sale pursuant to any execution, order or decree entered or filed against Lessee in any legal proceeding and such order or decree shall not be vacated within fifteen (15) days of entry thereof or shall not be appealed (and diligently pursued) so as to stay enforcement thereof;

(e) Lessee shall make an assignment for the benefit of creditors;

(f) An involuntary petition under the Federal Bankruptcy Code is filed against Lessee and not dismissed within one hundred twenty (120) days; or

(g) Lessee shall be in default under the terms of any of the Transactional Documents, including, but not limited to, the note, security or financing covenant agreement held by or entered into with the Lessor.

16.2 Remedies. Upon the occurrence of an event of default, and after affording Lessee any cure period required by Section 16.3, then Lessor shall have the option to do and perform any one or more of the following in addition to, and not in limitation of, any other remedy or right permitted it by law or in equity or by this Lease:

(a) Lessor, with or without terminating this Lease, may upon reasonable notice and without unreasonably interfering with the operation of Lessee, thereafter re-enter the Premises and correct or repair any condition which shall constitute a failure on Lessee’s part to keep, observe, perform, satisfy, or abide by any term, condition, covenant, agreement, or obligation of this Lease or of any notice given Lessee by Lessor pursuant to the terms of this Lease, and Lessee shall fully reimburse and compensate Lessor on demand. Any such re-entry correction or repair shall not of itself constitute an acceptance by Lessor of a surrender of this Lease or of the Premises by Lessee and shall not of itself constitute a termination of this Lease by Lessor or otherwise terminate or abate Lessee’s obligation to pay Rent to Lessor.

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(b) Lessor, with or without terminating this Lease, may immediately or at any time thereafter demand in writing that Lessee vacate the Premises and thereupon Lessee shall vacate the Premises and remove therefrom all property thereon belonging to or placed on the Premises by, at the direction of, or with consent of Lessee (except such property upon which Lessor has been granted a security interest) within ten (10) days of receipt by Lessee of such notice from Lessor, whereupon Lessor shall have the right to re-enter and take possession of the Premises. Any such demand, re-entry and taking possession of the Premises by Lessor shall not of itself constitute an acceptance by Lessor of a surrender of this Lease or of the Premises by Lessee and shall not of itself constitute a termination of this Lease by Lessor or otherwise terminate or abate Lessee’s obligation to pay Rent to Lessor.

(c) Lessor, with or without terminating this Lease, may immediately or at any time thereafter, re-enter the Premises and remove therefrom Lessee and all property belonging to or placed on the Premises by, at the direction of, or with consent of Lessee. Any such re-entry and removal by Lessor shall not of itself constitute an acceptance by Lessor of a surrender of this Lease or of the Premises by Lessee and shall not of itself constitute a termination of this Lease by Lessor or otherwise terminate or abate Lessee’s obligation to pay Rent to Lessor.

(d) Lessor, with or without terminating this Lease, may immediately or at any time thereafter relet the Premises or any part thereof for such time or times, at such rental or rentals and upon such other terms and conditions as Lessor in its sole discretion may deem advisable, and Lessor may make any alterations or repairs to the Premises which it may deem necessary or proper to facilitate such reletting; and Lessee shall pay all costs of such reletting, including, but not limited to, the cost of any such alterations and repairs to the Premises, attorney’s fees, leasing inducements, and brokerage commissions; and if this Lease shall not have been terminated, Lessee shall continue to pay all rent and all other charges due under this Lease up to and including the date of beginning of payment of rent by any subsequent lessee of part or all of the Leased Premises, and thereafter Lessee shall pay monthly during the remainder of the term of this Lease the difference, if any, between the rent and other charges collected from any such subsequent lessee or tenants and the rent and other charges reserved in this Lease, but Lessee shall not be entitled to receive any excess of any such rents collected over the rents reserved herein.

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16.3 Right to Cure. If Lessor declares a default, then Lessor shall give Lessee written notice, in accordance with Section 19.8 of this Agreement, specifying with particularity the default or condition unsatisfied. Before exercising any remedies on account of such default, Lessor shall give Lessee the following period of time, depending on the nature of the default, after Lessee’s receipt of written notice of default, to cure such default before Lessor utilizes any remedies under this Agreement:

(a) If the event of default is one described in Section 16.1(a), or one which may be cured by Lessee’s payment of money to a third party, then Lessee shall be afforded ten (10) days after its receipt of written notice of such default; provided, however, that notwithstanding any other provision of this Lease, during any twelve-month period, Lessee shall be entitled to only one notice and cure period with respect to the failure to pay Annual Rent or Additional Rent;

(b) If the event of default is one described in Section 16.1(d), then Lessee shall be afforded the time period set forth in said Section 16.1(d) after its receipt of written notice of such default;

(c) If the event of default is one described in Section 16.1(b), then Lessee shall be afforded thirty (30) days after its receipt of written notice of such default (or, if any such event of default is not susceptible to cure within such thirty- [30-] day period, then Lessee shall be afforded a longer cure period, but only as long as Lessee promptly commences and diligently pursues such cure, and in no event shall the cure period with respect to any such event of default exceed one hundred twenty [120] days);

(d) In the event of a default described in Section 16.1(g) and such default has not been cured as provided in such Transactional Document, note, security agreement or financial covenant agreement.

16.4 Re-entry. If Lessor re-enters the Premises or terminates this Lease pursuant to any of the provisions of this Lease, Lessee hereby waives all claims for damages which may be caused by such re-entry or termination by Lessor. Lessee shall and does hereby indemnify and hold Lessor harmless from any loss, cost (including court costs and attorney’s fees), or damages suffered by Lessor by reason of such re-entry or termination. No such re-entry or termination shall be considered or construed to be a forcible entry.

16.5 Remedies Cumulative. The exercise by Lessor of any one or more of the rights and remedies provided in this Lease shall not prevent the subsequent exercise by Lessor of any one or more of the other rights and remedies herein provided. All remedies provided for in this Lease are cumulative and may, at the election of Lessor, be exercised alternatively, successively, or in any other manner and are in addition to any other rights provided for or allowed by law or in equity.

ARTICLE XVII: SUBORDINATION

17.1 Subordination to Mortgages. Lessee agrees that, upon the request of the Lessor, Lessee shall subordinate this Lease to the lien of any mortgage, security deed or deed of trust that may now or hereafter exist, for which the Buildings or Lessor’s interest in the Premises or this Lease is pledged as security, provided that the mortgagees or beneficiaries named in such mortgage or deeds of trust agree in writing (a) to recognize the interest of Lessee under this Lease, (b) that so long as Lessee shall perform its obligations under this Lease, the rights of Lessee hereunder shall remain in full force and effect, and (c) that they will not disturb Lessee’s occupancy of the Premises under this Lease in the event of foreclosure or other action taken under the mortgage or deed of trust if Lessee is not then in default. Lessee shall execute and deliver to Lessor all instruments Lessor reasonably deems necessary to evidence and give effect to any such subordination, provided that no such instrument shall alter any of the terms, covenants or conditions of this Lease, and provided that said instrument shall contain the covenants of the lender as aforesaid.

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17.2 Estoppel Certificates. From time to time, Lessee shall, within thirty (30) days after receipt of a written request from Lessor, execute and deliver to Lessor a certificate stating to the extent applicable:

(a) That the Lease is in full force and effect and unmodified (or if there have been any modifications, specifying the date and nature thereof);

(b) That to its knowledge, Lessee has no defenses, offsets, or counterclaims against its obligations to pay Annual Rent and Additional Rent, and to perform its other obligations under this Lease;

(c) That to its knowledge, there are no uncured defaults of Lessor under this Lease; and

(d) The dates to which Annual Rent have been paid.

17.3 Payment of Encumbrances. Lessee acknowledges that Lessor has mortgaged and encumbered the Leased Premises and may subsequently mortgage and encumber the Leased Premises from time to time during the term of this Lease. During the term of this Lease, Lessor shall make, in a timely manner, any and all payments required by any and all loans or debts secured by the Leased Premises.

ARTICLE XVIII: OPTION

18.1 Generally. In consideration of this Lease, and for TEN AND NO/100’s DOLLARS ($10.00) and other good and valuable consideration, and the mutual covenants and obligations set forth in this Agreement, and on the terms and conditions hereinafter set forth, Lessor hereby grants to Lessee an option to purchase the Leased Premises (including the real estate and improvements) from Lessor for a purchase price which shall be determined in accordance with Section 18.3 of this Lease, payable in cash or certified funds (the “Option”).

18.2 Term. Beginning on September 1, 2023, and ending on the termination of the Lease (this period of time is referred to as the “Option Term”), and as long as: (a) Lessee is not in default of this Lease, (b) Lessee shall have paid in full and satisfied, without incurring any additional debt or refinancing with Lessor, that certain Promissory Note between Lessee, as maker, and Lessor, as lender, dated the same date as the date hereof, in the original principal amount of Three Hundred Seventy-Seven Thousand and No/100’s Dollars ($377,000.00) (the “Note”), which is secured by, among other things, certain personal property associated with the operation of the business on the Premises; then Lessee shall have the right to purchase the Leased Premises, under the terms and conditions set forth in this Article XVIII. Lessee shall not have any right whatsoever to exercise this option until September 1, 2023, and shall likewise not have any right to exercise this option after the termination of this Lease. Lessee shall have the right to exercise this option during a Renewal Term of this Lease, as long as the other conditions set forth herein have been satisfied. When this Lease terminates, unless Lessee has exercised this option as provided in Section 18.6 of this Lease, this Option shall terminate automatically, without any further action by either party, and Lessee shall have no further rights under this article.

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18.3 Purchase Price. The purchase price shall be equal to the product of (i) the Annual Rent (for the entire year, not just one month) on the day Lessee’s purchase of the Leased Premises is closed pursuant to this option, multiplied by (ii) 10.00.

18.4 Effect of Termination of Lease. If this Lease is terminated by Lessor or Lessee, then this option shall automatically terminate and be void and of no force or effect.

18.5 Effect of Default. Lessee may not exercise this option if and while Lessee is in default of this Lease, even if Lessor has not declared a default.

18.6 Exercise of Option. At any time during the term of this Lease, as long as Lessee has fully complied with the conditions set forth in Section 18.2 of this Lease, and as long as Lessee is not in default of this Lease, then Lessee shall be entitled to exercise this option by delivering to Lessor a written notice stating Lessee’s intent to exercise this option and close the sale and purchase of the Leased Premises at a mutually agreeable time no more than one hundred twenty (120) days and no less than thirty (30) days from the date of the notice, which time can be beyond the term of this Lease. The exercise of this option shall ripen this instrument into a contract for the sale and purchase of the Leased Premises without the necessity of any further instrument in writing except as provided herein.

18.7 Conveyance of Leased Premises; Warranty of Title; Exceptions. Lessor covenants that, upon the exercise of this option by Lessee or its permitted assigns, and upon payment of the agreed purchase price as provided herein, Lessor shall convey, and cause to be conveyed to Lessee, unencumbered, marketable title to the Leased Premises, in fee simple, and that Lessor will warrant the title to the Leased Premises, by general limited or special covenants of warranty, against the claims and demands of all persons claiming by, through or under Lessor, subject only to the lien of ad valorem taxes for the year in which the sale is closed and any liens or encumbrances caused or created by Lessee. Taxes for the year in which the sale is closed shall not be prorated between the parties, as Lessee is obligated to pay such taxes under this Lease. Lessee shall pay all costs of preparing the warranty deeds, transfer tax, title examination, title insurance, escrow fees, Lessee’s attorney’s fees, and all other costs associated with the closing, except that Lessor shall pay the costs of curing any title objections caused by Lessor and the cost of paying and satisfying any liens or encumbrances created by Lessor.

18.8 No Credit for Rent Payments. Lessee shall not receive a credit at closing or otherwise for any rental payments made hereunder.

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18.9 Purchase “As Is”. Lessee shall purchase the Leased Premises in “as is” condition “with all faults” and specifically and expressly without any warranties, representations or guaranties, of any kind, oral or written, expressed or implied, concerning the Leased Premises from or on behalf of Lessor, except as expressly provided herein. Lessor shall not under any circumstances be required to repair, modify or later any condition of the Leased Premises.

18.10 No Right to Purchase in Separate Parcels. This option shall permit Lessee to purchase all of the tracts, parcels, improvements and appurtenances constituting the Leased Premises in one transaction, and Lessee shall not be entitled under any circumstances to purchase less than all of the tracts, parcels and improvements constituting the Leased Premises.

18.11 Merger of Estates. The exercise of this Option shall not terminate this Lease or modify or reduce Lessee’s obligations under this Lease. Upon closing of the purchase of the Leased Premises pursuant to this Option, however, this Lease shall terminate and be of no further force and effect.

18.12. Early Exercise of Option.

(a) Prior to the End of Fourth Year. Notwithstanding the time limitations on Lessee’s exercise of this Lease, Lessee may exercise this Option before September 1, 2020 as long as: (a) Lessee is not in default of this Lease ( b) Lessee shall have paid in full and satisfied, without incurring any additional debt or refinancing with Lessor, the Note and (c) Lessee shall pay to Lessor a purchase price which shall be calculated as follows: the lesser of (i) the sum of (A) the purchase price calculated pursuant to the formula set forth in Paragraph 18.3 of this Lease using the amount of Annual Rent (for the entire year not just one month) in effect at the time Lessee proposes to close the purchase of the Leased Premises pursuant to this Option, plus (B) a premium equal to six percent (6%) of the purchase price so calculated; or (ii ) the option price that would be calculated pursuant to the formula set forth in Paragraph 18.3 of this Lease using the amount of Annual Rent (for the entire year, not just one month) that will be in effect during the last year of the Initial Term.

After Fourth Year. Notwithstanding the time limitations on Lessee’s exercise of this Lease, Lessee may exercise this Option on or after September 1, 2020, and before September 1, 2023, as long as: (a) Lessee is not in default of this Lease, (b) Lessee shall have paid in full and satisfied, without incurring any additional debt or refinancing with Lessor the Note and (c) Lessee shall pay to Lessor a purchase price which shall be calculated as follows: the lesser of (i) the sum of (A) the purchase price calculated pursuant to the formula set forth in Paragraph 18.3 of this Lease using the amount of Annual Rent (for the entire year, not just one month) in effect at the time Lessee proposes to close the purchase of the Leased Premises pursuant to this Option, plus (B) a premium equal to four percent (4%) of the purchase price so calculated; or (ii) the option price that would be calculated pursuant to the formula set forth in Paragraph 18.3 of this Lease using the amount of Annual Rent (for the entire year, not just one month) that will be in effect during the last year of the Initial Term.

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ARTICLE XIX: MISCELLANEOUS

19.1 Holding Over. If Lessee holds over beyond the expiration of the Term, Lessee shall occupy the Premises as a lessee at will on a month-to-month basis upon all of the terms and conditions of this Lease, but shall pay to Lessor each month that it holds over, the sum of one hundred fifty percent (150.0%) of the Annual Rent for the last month prior to such expiration, plus Additional Rent as set forth in this Lease.

19.2 Severability. If any provisions of this Lease shall be determined to any extent to be void or unenforceable by any court of competent jurisdiction, the remainder of this Lease shall not be affected thereby, and each other provision of this Lease shall be valid and enforced to the full extent permitted by law.

19.3 No Waivers. The failure of Lessor or Lessee to insist upon the strict performance of any obligation of the other under this Lease, or to exercise any right, power, or remedy consequent upon a breach hereof, shall not constitute a waiver or relinquishment of any such obligation. A receipt of Annual Rent or Additional Rent by Lessor, or a payment of Annual Rent or Additional Rent by Lessee, with knowledge or the breach of any obligation hereunder, shall not constitute a waiver or relinquishment of any such obligation.

19.4 Remedies Cumulative. Except as expressly set forth in this Lease, the specific remedies to which Lessor or Lessee may resort are cumulative and are not intended to be exclusive of any other remedies or means of redress to which they may be entitled in law or in equity.

19.5 Modifications in Writing. This Lease may not be amended in any way, and no such purported amendment shall be effective, except by a writing executed by Lessor and Lessee.

19.6 Entire Agreement. This Lease contains all of the agreements of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, agreements, and other dealings between them with respect to the same. Any representation, warranty, condition, understanding or agreement of any kind with respect to the subject matter of this Agreement not contained in this Agreement or in the shall not be of any force or effect and shall not be relied upon by any party.

19.7 Headings. The headings of the paragraphs of this Agreement are for convenience of reference only, are not to be considered a part hereof, and shall have no bearing on the construction or interpretation of this Agreement.

19.8 Notices. Any notice, consent, request, demand, or other communication given, or required to be given under this Lease, shall be effective only if given in writing, sent by (a) nationally recognized, overnight courier service, delivery fee prepaid, (b) registered or certified mail, return receipt requested, postage prepaid, or (c) delivered by hand, if to Lessor, to Lessor’s Address set forth in the cover of this Lease; and if Lessee, to Lessee’s Address as set forth in the cover of this Lease, or to such other address as either party may specify to the other by written notice. Any such notice, approval, consent, request, demand, or election shall be deemed to have been given upon receipt, or if receipt is refused, then when delivery was attempted.

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19.9 Binding Effect. The terms, covenants and conditions contained in this Lease shall bind and inure to the benefit of Lessor and Lessee, and except as otherwise provided herein, their respective successors and assigns.

19.10 Submission Not an Offer. The submission of this Lease or a summary of any of its provisions for examination and review, does not constitute an offer to lease on the terms of this Lease or those provisions, and this Lease shall not be effective or binding on Lessor or Lessee until execution and delivery by both.

19.11 Memorandum of Lease. Neither party hereto shall record this lease, provided however, the parties agree to execute a memorandum hereof in the public records of each jurisdiction where a tract comprising the Leased Premises is located.

19.12 Attorney’s Fees. Whenever Lessor or Lessee shall be in default of the Lease, and such default shall cause either party to incur damages or expenses, such damages or expenses so incurred, with legal interest, and including penalties, costs and reasonable attorneys’ fees, may be added to or deducted from the next accruing rental payment(s) due.

19.13 Prevailing Parties. In the event Lessor or Lessee is required to obtain the services of an attorney to enforce the provisions of this Lease resulting in litigation, the prevailing party shall be entitled to reimbursement by the other of its reasonable attorney’s fees and costs.

19.14 Exhibits. The following exhibit(s) is (are) a part of this Lease and incorporated herein by reference:

Exhibit A - Legal Description

19.15 Recitals Made Part of Agreement. The recital of facts on the first page of this instrument is hereby made a part of this Lease as if fully set forth herein.

19.16 Execution. This Lease may be simultaneously executed in duplicate counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.

19.17 Time of Essence. Time is expressly declared to be of the essence of this Lease.

19.18 Compliance with Laws and Regulations. Lessee shall, at its own expense, comply with all laws, orders and requirements of all governmental entities concerning the use and occupancy of the Leased Premises.

19.19 Governing Law. This Lease shall be interpreted and construed under and in accordance with the laws of the State of Georgia, except that this Lease shall be enforced in accordance with procedures established by the laws of the State of Tennessee.

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(Signatures Presented on the Following Pages)

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IN WITNESS WHEREOF, the parties have caused their authorized agents to execute this Agreement on the day and year first above written.

Lessor:
PFMG HOLDINGS, L.L.C., a Georgia Limited
Liability Company
By:	/s/ Jeff Boutwell
	Jeff Boutwell

Signed, Sealed and Delivered
in the  Presence of:
Unofficial Witness
Rebecca Sekowski
Notary Public FULTON Country, GA
[NOTARY SEAL]
My Commission Expires: February 19, 2018

(Signatures Continued on Next Page)

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Lessee:
PREMIER FUNERAL MANAGEMENT GROUP VII, L.L.C., a Delaware Limited Liability Company
By:
	Barry Bedford, Its Chief Executive Officer and Authorized Agent
	[COMPANY SEAL]

Signed, Sealed and Delivered
in the  Presence of:
Unofficial Witness
JAMES C.HELTON
Notary Public INDIANA Country, HAMILTON
[NOTARY SEAL]
My Commission Expires: 05/25/2018

GUARANTORS: The below signed guarantors do hereby acknowledge the terms and conditions of this Lease.

/s/ Barry R. Bedford	/s/ Troy K. Centazzo
Barry R. Bedford	Troy K. Centazzo

PF Management Services, LLC

By:	/s/ Barry R. Bedford
	Barry R. Bedford, its Chief Executive Officer and Authorized Agent

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EXHIBIT A
TO LEASE AGREEMENT WITH OPTION TO PURCHASE
BETWEEN PFMG HOLDINGS, L.L.C., AS LESSOR, AND
PREMIER FUNERAL MANAGEMENT GROUP VII, LLC, AS LESSEE,
DATED SEPTEMBER 22, 2016

IMAGE OMITTED(Legal Description of Leased Premises)

(Adams Funeral Chapel, Adams Funeral Chapel, 2330 Shawnee Dr, Charleston, IL 61920)

Lot 39 in Arrowhead Ridge #3, as per Plat recorded June 27, 2001, at Plat Book 5, Page 183, situated in Coles County, Illinois.

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EX1A-6 MAT CTRCT

Exhibit 6.15

LEASE AGREEMENT WITH OPTION TO PURCHASE

PREMIER FUNERAL MANAGEMENT GROUP VI, LLC

November 1, 2016

Smith-Mallahy-Masciarelli Funeral Home

Sawyer-Miller-Masciarelli Funeral Home

Fitchburg, Lunenburg and Westminster, Massachusetts

SUMMARY PAGE

Lessor:	PFMG Holdings, L.L.C.
Lessee:	PREMIER FUNERAL MANAGEMENT GROUP VI, LLC
Leased Premises:	Smith-Mallahy-Masciarelli Funeral Home
	Sawyer-Miller-Masciarelli Funeral Home
	225, 243 and 253 Water Street
	Fitchburg, Massachusetts
	123 Main Street
	Westminister, Massachusetts
	763 Massachusetts Avenue
	Lunenburg, Massachusetts
Term:	Approximately seven (7) years beginning the 1st day of November, 2016 and ending the 31st day of October, 2023. This Initial Term will be followed by three optional Renewal Terms of four (4) years each.
Annual Rent:	During the first year of the Term, rent shall be $230,000.00 per year. On October 31 of each year, rent shall be increased by two and one half percent (2.50%).
Additional Rent:	Monthly Payments of Taxes and Insurance into Escrow, Plus Maintenance.
Security Deposit:	$0.00
Initial Rent Payment:	$19,166.67 per month (after initial prorated payment).
Permitted Use:	The Funeral Home Premises are currently used and shall continue to be used as a Funeral Home. The residential and commercial rental properties shall continue to be used for residential and commercial rental.

TABLE OF CONTENTS

ARTICLE I	DEMISED PREMISES
	1.1	Premises	1
	1.2	Acceptance of Premises	2
ARTICLE II	TERM
	2.1	Initial Term	2
	2.2	Renewal Term	2
ARTICLE III	RENT AND ADDITIONAL RENT
	3.1	Rent	3
	3.2	Annual Rent	3
	3.3	Additional Rent	4
	3.4	Utilities	4
	3.5	Taxes; Escrows	4
	3.6	Triple Net Lease	5
ARTICLE IV	USE OF PREMISES
	4.1	Permitted Uses	6
ARTICLE V	ALTERATIONS AND ADDITIONS
	5.1	Lessee Work	6
ARTICLE VI	LESSEE’S PROPERTY
	6.1	Ownership	6
	6.2	Lien Waivers	7
	6.3	Removal of Lessee’s Property upon Termination of Lease	7
	6.4	Applicability	7
ARTICLE VII	LESSOR’S COVENANTS AND REPRESENTATIONS
	7.1	Authority	7
	7.2	Non-Interference	7
	7.3	Quiet Enjoyment	7
ARTICLE VIII	LESSEE’S COVENANTS
	8.1	Payments	8
	8.2	Maintenance and Repairs	8

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	8.3	Yield-Up	8
	8.4	Use	9
	8.5	Risk of Loss to Lessee’s Property	9
	8.6	Lessor’s Entry	9
	8.7	Taxes	9
	8.8	Liens	9
	8.9	Licensure	9
	8.10	Name Changes to Business	9
	8.11	Financial Statements	9
	8.12	Purchase Agreement	9
	8.13	Deposit Account	10
	8.14	Financial Reporting and Additional Documents	10
	8.15	Further Assurances; Power of Attorney	11
	8.16	Compliance with Applicable Law	12
	8.17	ERISA	12
	8.18	Taxes and Assessments	12
	8.19	Notice of Event of Default, Claim or Change in Status	12
	8.20	Reimbursement of Lessor Expenses	12
	8.21	Indemnification for Environmental Claims	13
	8.22	Protection of Business Assets	13
	8.23	Authorization to Release Information	13
	8.24	Inspection of Books, Records, Properties	14
	8.25	Preservation of Corporate Existence and Similar Matters	14
	8.26	Authority to Perform	14
	8.27	Prior or Subordinate Security Interest	14
	8.28	Compliance with Financing Covenant Agreement	14
ARTICLE IX	LESSEE’S FINANCIAL COVENANTS
	9.1	Liens	14
	9.2	Inventory	15
	9.3	Merger, Consolidation and Sale of Assets	15
	9.4	Other Indebtedness or Leases	15
	9.5	Loans/Investments	15
	9.6	Capital Expenditures	15
	9.7	Dividends and Stock Repurchase	15
	9.8	Payment of Salary, Dividends or Other Distributions	15
	9.9	Change of Ownership	15
	9.10	Subsidiaries	15
	9.11	Guarantees	15
ARTICLE X	LESSEE’S REPRESENTATIONS
	10.1	Authority	16
	10.2	No Violation	16
	10.3	Solvency	16

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	10.4	Compliance with Applicable Law	16
	10.5	No Default	16
	10.6	No Material Adverse Change	16
	10.7	Corporate Existence	16
	10.8	Financial Statements	17
	10.9	Tax Returns	17
	10.10	No Subordination of Lessor’s Rights	17
	10.11	Subordination of Shareholder’s Rights	18
	10.12	Permits for Conducting Business	18
	10.13	Marketable Title	18
	10.14	Hazardous Materials	18
	10.15	Litigation	18
	10.16	Liens	18
	10.17	Loss	18
	10.18	Default	19
	10.19	No Name Changes	19
	10.20	Utilities	19
	10.21	Compliance with Laws	19
	10.22	No Notice of Violation	19
	10.23	No Notice of Condemnation	19
	10.24	Restrictions on Premises	19
	10.25	No Landfill, USTs	19
	10.26	Premises Not in Flood Zone	19
	10.27	Wetlands	19
	10.28	No Adverse Circumstances	19
	10.29	Materialmen’s Liens	19
	10.30	No Changes in Zoning	19
	10.31	Leases	20
	10.32	Bankruptcy	20
	10.33	Brokers	20
ARTICLE XI	INSURANCE
	11.1	Building and Property Insurance	20
	11.2	Waiver of Subrogation	20
	11.3	Liability Insurance	20
	11.4	Lessor as Insured or Additional Insured	20
	11.5	Proof of Insurance	21
	11.6	Escrows for Property Insurance	21
ARTICLE XII	INDEMNIFICATION
	12.1	Indemnity by Lessee	21
	12.2	Indemnity by Lessor	21
	12.3	Cooperation and Information	21

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ARTICLE XIII	CONDEMNATION
	13.1	No Termination	22
	13.2	Temporary Taking	22
	13.3	Awards	22
ARTICLE XIII	CONDEMNATION
	14.1	Damage and Destruction	22
ARTICLE XV	ASSIGNMENT AND SUBLETTING
	15.1	Consent Required	23
	15.2	Procedure	23
ARTICLE XVI	DEFAULT
	16.1	Events of Default	23
	16.2	Remedies	24
	16.3	Right to Cure	25
	16.4	Re-entry	26
	16.5	Remedies Cumulative	26
ARTICLE XVII	SUBORDINATION
	17.1	Subordination to Mortgages	26
	17.2	Estoppel Certificates	26
	17.3	Payment of Encumbrances	27
ARTICLE XVIII	OPTION
	18.1	Generally	27
	18.2	Term	27
	18.3	Purchase Price	27
	18.4	Effect of Termination of Lease	27
	18.5	Effect of Default	28
	18.6	Exercise of Option	28
	18.7	Conveyance of Leased Premises; Warranty of Title; Exceptions	28
	18.8	No Credit for Rent Payments	28
	18.9	Purchase “As Is”	28
	18.10	No Right to Purchase in Separate Parcels	28
	18.11	Merger of Estates	28

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ARTICLE XIX	MISCELLANEOUS
	19.1	Holding Over	29
	19.2	Severability	29
	19.3	No Waivers	29
	19.4	Remedies Cumulative	30
	19.5	Modifications in Writing	30
	19.6	Entire Agreement	30
	19.7	Headings	30
	19.8	Notices	30
	19.9	Binding Effect	30
	19.10	Submission Not an Offer	30
	19.11	Memorandum of Lease	30
	19.12	Attorney’s Fees	31
	19.13	Prevailing Parties	31
	19.14	Exhibits	31
	19.15	Recitals Made Part of Agreement	31
	19.16	Execution	31
	19.17	Time of Essence	31
	19.18	Compliance with Laws and Regulations	31
	19.19	Governing Law	31
	Exhibit A	Legal Description	34

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LEASE AGREEMENT WITH OPTION TO PURCHASE

THIS LEASE AGREEMENT WITH OPTION TO PURCHASE (“Lease” or “Agreement”) is entered into this 1^st day of November, 2016, by and between PFMG HOLDINGS, L.L.C., a Georgia limited liability company whose principal office is located at P.O. Drawer 399, Elberton, Georgia 30635-0399 (hereinafter referred to as “Lessor”); and PREMIER FUNERAL MANAGEMENT GROUP VI, LLC , a Delaware limited liability company whose principal office is located at 3815 River Crossing Parkway, Suite 100, Indianapolis, Indiana 46240 (hereinafter referred to as “Lessee”).

RECITALS:

A. As part of a financing transaction, in which Lessor is providing lease-purchase financing to Lessee, Lessor has this day purchased those certain improved tracts of real estate in Worcester County, Massachusetts, more particularly described below. The tracts of real property that Lessor has purchased are referred to as the “Premises” or “Leased Premises.”

B. Lessor has agreed to lease the Premises to Lessee, and Lessee has agreed to lease the Premises from Lessor, all upon certain terms and conditions, as more fully set forth in this Lease.

C. The parties desire to execute this Lease to confirm the terms and conditions of their promises, agreements, covenants and understandings, and to be legally bound by such promises, agreements, covenants and understandings.

NOW, THEREFORE, for and in consideration of TEN DOLLARS ($10.00) in hand paid, the mutual covenants, promises and undertakings outlined in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by both of the parties, Lessor and Lessee hereby covenant and agree as follows:

ARTICLE I: DEMISED PREMISES

1.1 Premises. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor, for the Term hereinafter set forth, and upon and subject to the terms and conditions of this Lease, those certain tracts or parcels of land, with improvements thereon, more particularly described on Exhibit A to this Lease, together with all rights, ways, easements, improvements, fixtures, electrical, plumbing, heating and air conditioning systems, fences, mineral rights, riparian rights, permits and any and all appurtenances (collectively referred to as the “Premises”). The properties which are included in the Premises are located at the following addresses, according to the current system of numbering streets in the jurisdictions in which the land and improvements are located:

Smith-Mallahy-Masciarelli Funeral Home

Sawyer-Miller-Masciarelli Funeral Home

225, 243 and 253 Water Street

Fitchburg, Massachusetts 01420

123 Main Street

Westminster, Massachusetts 01462

763 Massachusetts Avenue

Lunenburg, Massachusetts 01473

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The parties acknowledge that the Premises include all other structures and improvements located on the tract(s) of land described on Exhibit A to this Lease. Accordingly, all references in this Lease to the “Premises” or “Leased Premises” shall include and also refer to all improvements and appurtenances to the tract(s) of land described on Exhibit A to this Lease, as well as the tract(s) of land described on Exhibit A to this Lease. The tract(s) of land described on Exhibit A are sometimes collectively referred to in this Lease as the “Land” or the “Lot.” Each building or structure located on a tract of land is sometimes referred to as a “Building” and are sometimes collectively referred to as the “Buildings.”

1.2 Acceptance of Premises. Lessee has examined and hereby accepts the Leased Premises in its present “as is” condition, and acknowledges and agrees that Lessor makes no representation or warranty of any kind or nature with respect to the Premises or to Lessee’s intended use therefor. At the termination of this Lease, Lessee shall deliver the Leased Premises in good order and condition, normal wear and tear only excepted.

ARTICLE II: TERM

2.1 Initial Term. The Premises are leased for a term of approximately seven (7) years (the “Initial Term”), beginning on the 1^st day of November, 2016 (the “Commencement Date”) and ending on the 31^St day of October, 2023 (unless sooner terminated or extended pursuant to the further terms and conditions of this Lease), at which time this Lease shall terminate absolutely and without further obligation on the part of either party, unless otherwise provided herein, or unless sooner terminated as hereinafter provided. In the event that Lessor shall permit Lessee to occupy the Premises prior to the commencement date of the Term, such occupancy shall be subject to all provisions of this Lease, but such early occupancy shall not advance the termination date provided herein.

2.2 Renewal Term. Lessee shall have an option to extend the Initial Term of this Lease for up to three (3) additional renewal terms of seven (7) years each (each of such additional seven-year terms are referred to as a “Renewal Term”), but only in the manner and upon the terms and conditions set forth in this Lease. The Initial Term of this Lease and all Renewal Terms for which this Lease is actually extended by Lessee are collectively referred to as the “Term” or “Terms” of this Lease. Lessee may extend the Term of this Lease for one or more such additional seven (7)-year terms, at Lessee’s option, provided Lessee is not in default of the further terms and conditions of this Lease. Lessee shall not have the right to renew or extend this Lease except as provided herein. Subject to any provision hereof expressly limiting the applicability of any term, covenant or condition of this Lease to a particular time period, all terms and conditions of this Lease shall be effective during the Renewal Terms. Lessee shall not have the right to extend the Term of this Lease for more than one Renewal Term at a time. In the event Lessee elects to exercise the right to extend the Term, Lessee shall give written notice to Lessor not less than sixty (60) days’ prior to the expiration of the then-current Term. If Lessee fails to notify Lessor in a timely and proper manner, in accordance with this Lease, that Lessee wishes to exercise its option to extend this Lease beyond the end of the then-current Term, then Lessee shall be deemed to have waived the right to renew this Lease, shall have no further right to renew this Lease, and this Lease shall terminate at the conclusion of the then-current Term without further notice or action by any party. As used in this Lease, the phrase “Term” shall include the Renewal Term or Renewal Terms unless the “Initial Term” is specified.

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ARTICLE III: RENT AND ADDITIONAL RENT

3.1 Rent. In consideration of and for Lessee’s right to use and occupy Premises during the Term, Lessee shall pay to Lessor, or to other parties on behalf of Lessor, all sums and payments as provided in this Lease. All such sums shall be deemed “Rent”, and shall include Annual Rent, as described in Section 3.2 of this Lease, and Additional Rent, as described in Section 3.3 of this Lease.

3.2 Annual Rent.

(a) Generally. The Annual Rent during the first year of the Term shall be Two Hundred Thirty Thousand and No/100’s Dollars ($230,000.000) per year and shall be payable in monthly installments due on the first day of each month in the amount of Nineteen Thousand One Hundred Sixty-Six and 67/100s Dollars ($19,166.67) plus sales tax (if applicable), with the first monthly installment of Annual Rent being due and payable as of November 1, 2016, and continuing monthly thereafter throughout the Term of this Lease. Annual Rent shall be due on the 1st of each month. Each payment of Annual Rent shall be payable in advance without demand on the date such payment becomes due. Although each payment of Annual Rent shall be due on the dates set forth above, (1) such payment shall not be deemed late until the tenth (10th) day of each month in which such payment is due, at which point a late fee shall be due, as provided below, and (2) such late payment shall not constitute a default under this Lease until the fifteenth (15th) day of the month in which such payment is due, notwithstanding any other provision of this Lease. In the event Lessor has not received Annual Rent by the tenth (10^th) day of each month, Lessee shall pay to Lessor as Additional Rent a late fee equal to the product of (i) one percent (1.0%) of the total monthly payment of Annual Rent multiplied by (ii) the number of days between the tenth and the date on which such payment is received by Lessor. At Lessor’s option, all payments of Rent shall be made either by electronic funds transfer from Lessor’s bank account, or by check payable to Lessor, and if by check, shall be delivered or mailed to Lessor at 3431 Cedar Lane, Tallahassee, Florida 32312, or at such other address as may be designated from time to time by Lessor by delivering to Lessee a written notice of such address change. Default for non-payment of Rent hereunder shall be determined as provided in Article XVI.

(b) Increases in Annual Rent. Annual Rent shall also be increased each year by two and one half percent (2.5%) over the Annual Rent charged for the previous year, with the increases to be effective with the monthly payment due in October of the succeeding year of the Term of this Lease.

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(c) Effective Date of Annual Rent Escalations. Annual escalations shall be effective with the monthly payment of Annual Rent due in November of each year. Annual Rent shall continue to be payable in monthly installments due on the first (1^st) day of each month at the address of Lessor set forth herein.

(d) Increases During Renewal Terms. Annual Rent due during any Renewal Term shall also increase in the same manner.

3.3 Additional Rent. Any and all other payments which Lessee is required to make to Lessor or any other person or entity pursuant to this Lease, and any and all other monetary obligations of Lessee under this Lease, including, but not limited to, utilities, taxes, insurance, and the costs of maintenance and repair, are hereinafter sometimes referred to as “Additional Rent”. Additional Rent shall be payable in monthly installments due on the first (1^st) day of each month at the address of Lessor set forth herein.

3.4 Utilities. Lessee shall contract for in its own name and pay or cause to be paid, when due, any and all charges for water, electricity, gas, sewage, waste, trash and garbage disposal, television, telephone and any and all other utility services furnished to the Leased Premises. Under no circumstances shall Lessor be obligated to pay for any such utility services.

3.5 Taxes: Escrows.

(a) Monthly Escrow Payment for Taxes. Lessee shall pay to Lessor each month, in addition to Annual Rent, an amount to be held by Lessor in escrow for payment of any taxes, general and special assessments and other public charges of every description, levied on or assessed against the Premises and any personal property located within the Premises, as well as any Sales Tax levied against the Annual Rent (collectively, the “Taxes,” or individually, a “Tax”), which shall be deemed Additional Rent under this Lease. Such monthly payments shall be due on the first (1^st) day of each month, and shall be paid at the same time and in the same manner as the payment of Annual Rent. Lessor shall notify Lessee in writing of the amount of such monthly payment, which shall generally be equal to one-twelfth of the amount of the Taxes for the previous year. If the Taxes for a particular year are more than the amount used as a basis for monthly payments into escrow, then Lessee shall immediately pay to Lessor on demand any difference.

(b) Suspension of Obligation to Escrow Taxes. At Lessor’s option and in Lessor’s sole discretion, Lessor may suspend Lessee’s obligation to escrow taxes and insurance with Lessor by notifying Lessee in writing of such suspension, and if Lessor so suspends such obligation, then Lessee shall pay the Taxes, or any installment of the Taxes (if permitted to be paid in installments) directly to the governing body on or before the day on which any interest or penalty is imposed upon such payment whether belonging to or chargeable against Lessor or Lessee, and Lessee shall immediately provide evidence of such payment to Lessor as evidence of Lessee’s satisfaction of the obligation to pay Taxes hereunder.

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(c) Exclusions. Lessee shall not be required to pay or escrow, and the term “Taxes” shall not include (i) any tax (other than sales tax) on the rent paid to Lessor or (ii) any income, estate, gift, inheritance, transfer capital levy tax, or franchise or profits tax that may be payable by Lessor. However, if taxes are expressly imposed on the Rent in lieu of all or part of the Taxes on the land or the improvements, and the purpose of the new tax is more closely akin to that of an ad valorem tax or use tax than to an income or franchise tax on Lessor’s income, then Lessee shall pay such substitute taxes.

(d) Lessor to Furnish Tax Bills to Lessee. Lessor shall furnish a copy of all tax bills to Lessee when Lessor makes demand upon Lessee for any difference between the amount of taxes actually paid and the amount used as a basis for monthly payments into escrow, and if Lessor does not make any such demand in a particular year, Lessor shall provide a copy of the tax bill to Lessee at least sixty (60) days after Lessor pays such taxes, unless such bills are furnished directly to Lessee by the appropriate authorities. Upon request by Lessor, Lessee shall furnish to Lessor receipts indicating payment of the Taxes.

(e) Lessee’s Right to Contest Assessment. Lessee may contest any assessment or the imposition of any Tax against the Land or the Buildings, but notwithstanding any other provision of this Lease, any such contest shall be at Lessee’s sole expense, and Lessor shall have no responsibility or liability whatsoever for the costs of any such contest. Lessor agrees to execute appeals, petitions, suit papers and other documents legally necessary in connection with any such contest and, at no expense to Lessor, to cooperate reasonably in such proceedings, all upon Lessee’s request, each in form and substance satisfactory to Lessor in its sole and absolute discretion. During any such contest, Lessee shall take all steps legally necessary, including payments under protest, to prevent foreclosure and public sale or other divesting of Lessor’s title by reason of nonpayment of taxes. In any event, Lessee shall pay all Taxes prior to the issuance of an execution for such payment.

(f) Lessor’s Option to Cure. If Lessee fails to pay or escrow any Taxes (including applicable Sales Tax) in the manner and at the times required under this Lease, or fails to pay any utilities, insurance premiums on any policy required to be maintained by Lessee under this Lease, or any other charges, costs or expenses required to be paid under this Lease, then Lessor shall have the right, but not the obligation, to make such payments, in which case such sums shall be due to Lessor as Additional Rent. Lessor shall have the option of requiring Lessee to repay Lessor the amount of such payments on demand or with the next monthly installment of Annual Rent. If Lessee does not make such payment, then Lessor shall have the same rights and remedies with respect of any of its rights under Article XVI.

3.6 Triple Net Lease. This Lease shall be deemed and construed to be a completely net lease or triple net lease and Lessee shall pay to Lessor, net throughout the Term of this Lease, the Annual Rent, any Additional Rent and any other amounts owed to Lessor as defined hereunder free of any offset, abatement or other deduction whatsoever and without notice or demand, except as may be otherwise set forth herein, and as long as Lessee is obligated to make monthly escrow payments of Taxes to Lessor, Lessee shall make such escrow payments. Under no circumstances or conditions, whether now existing or hereafter arising, or whether or not beyond the present contemplation of Lessor or Lessee, shall Lessor be required to make any payment of any kind whatsoever with respect to this Lease or be under any other obligation or liability hereunder except as herein otherwise expressly set forth herein.

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ARTICLE IV: USE OF PREMISES

4.1 Permitted Uses. The Lessee may use and occupy the first floor of the Premises of the funeral home buildings as a funeral home and the second and third floors as employee residences, and the rental properties located at 225 and 257 Waters St. in Fitchburg as residential and/or commercial rental properties in a manner permitted by applicable law (the “Permitted Use”), but shall not use or occupy the property for any other use, except with the advance express written permission of Lessor. Lessee and other users of the Premises shall apply for or obtain any and all licenses, permits, and other approvals that may be required for any particular use they make, or propose to make, of the Premises, at Lessee’s sole cost and expense. Leasee shall have the right to sublease the properties at 225 and 257 Waters St. in Fitchburg, provided Lessee provides prior written notice to Lessor regarding the identity of the proposed sublessee; provided, however, that in all events Lessee shall remain fully liable to Lessor or all of the obligations of Lessee hereunder notwithstanding any such sublease.

ARTICLE V: ALTERATIONS AND ADDITIONS

5.1 Lessee Work. Lessee shall not make any alterations or additions to the Premises in excess of Fifty Thousand and No/100’s Dollars ($50,000.00) per Building during the Term except in accordance with plans and specifications first approved by Lessor in writing, which approval shall not be unreasonably withheld. In all instances, any such alterations or additions shall be completed in full compliance with all applicable laws, rules and regulations. All alterations and additions shall be part of the Buildings, shall immediately become the property of Lessor, shall be included in the Premises, shall not require any increase in Annual Rent, and shall remain in the Buildings upon the termination of the Lease. Before Lessee commences any alteration(s) or addition(s), regardless of the cost of such alterations or additions, it shall secure all licenses and permits required for the work, at Lessee’s sole cost and expense; and, if the alteration(s) or addition(s) to the Premises exceeds Fifty Thousand and No/100’s Dollars ($50,000.00), Lessee shall also deliver to Lessor (1) detailed plans and specifications for the work, and (2) a list of all contractors and subcontractors and the estimated cost of all labor and materials to be furnished by them. Lessee agrees to fully indemnify Lessor for any cause of action, claim, loss, or liability against Lessor and which results from any alteration or addition initiated by Lessee. Lessee agrees to pay promptly when due, the entire cost of any such work done in respect of its alterations and additions, and to promptly discharge or bond any liens for labor performed or materials furnished in connection therewith that may attach to the Premises or Buildings at Lessee’s sole cost and expense.

ARTICLE VI: LESSEE’S PROPERTY

6.1 Ownership. All Lessee’s inventory, computer and other equipment, furniture, demountable partitions, and all other property of Lessee located in the Premises from time to time and not otherwise attached or affixed to the interior or exterior of a Building or encumbered by a security interest held by Lessor (“Lessee’s Property”), shall be and remain the property of Lessee. At any time during the Term, Lessee may remove any of Lessee’s Property from the Premises, unless prohibited under the terms of other agreements between Lessee and Lessor.

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6.2 Lien Waivers. In furtherance of the foregoing, Lessor agrees that, in the event Lessee acquires and/or leases any personal property to be installed and used upon the Premises subject to retain title, conditional sale contract, security agreement or lease with an entity besides Lessor, Lessor shall execute and deliver to any such secured creditor and/or lessor a waiver of any lien Lessor may have upon such personal property, in form and substance satisfactory to Lessor. Such waiver will be on a form provided by Lessee authorizing the secured creditor and/or Lessor, with advance notice to Lessor, to enter upon the Premises and remove such personal property in the event of default under the terms of the Security Agreement and/or Lease.

6.3 Removal of Lessee’s Property upon Termination of Lease. Upon termination of this Lease, Lessee shall remove all Lessee’s Property from the Premises at Lessee’s sole cost and expense, except alterations and additions made by Lessee and/or any fixtures or equipment, the removal of which would damage the Buildings. Lessee shall have ten (10) days after the termination of this Lease to either (1) remove all of Lessee’s Property or (2) pay a full month’s rent thus allowing Lessee thirty (30) days after termination to remove all of Lessee’s Property. If Lessee has not removed all Lessee’s Property from the Premises within ten (10) days (or within thirty (30) days if extended as provided above), such remaining Lessee’s Property shall be deemed abandoned by Lessee.

6.4 Applicability. Notwithstanding any other provision of this Lease, Lessee acknowledges that all property currently used in connection with the Smith-Mallahy-Masciarelli Funeral Home and the Sawyer-Miller-Masciarelli Funeral Home (referred to collectively as the “Business”), and all future replacements and substitutions for and accessions to such property, shall be subject to a security interest in favor of Lessor to secure Lessee’s obligations under this Lease and certain loans from Lessor to Lessee and, as a result, none of the property located on the Premises shall be subject to this Article VI or considered “Lessee’s Property” unless Lessor and Lessee expressly agree in writing.

ARTICLE VII: LESSOR’S COVENANTS AND REPRESENTATIONS

7.1 Authority. Lessor represents and warrants that it is the owner of the Premises, and has all requisite corporate authority to enter into the Lease without the consent or approval of any other party.

7.2 Non-Interference. Lessor shall not unreasonably interfere with Lessee’s use of

the Premises in the exercise of Lessee’s rights, or in the performing of Lessee’s maintenance, repair, service, and other obligations under this Lease.

7.3 Quiet Enjoyment. Lessor covenants that upon paying the Annual Rent and any

Additional Rent required herein, and observing and keeping all covenants, agreements, and conditions applicable to it under this Lease, Lessee shall peaceably and quietly have, hold and enjoy the Premises, without hindrance or molestation from Lessor or anyone claiming by, through or under Lessor.

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ARTICLE VIII: LESSEE’S COVENANTS

8.1 Payments. Lessee covenants to pay when due all payments in respect of Annual Rent and Additional Rent, and any other charges required to be paid by it hereunder.

8.2 Maintenance and Repairs.

(a) Lessee’s Duty to Prevent Waste and Damage. Lessee covenants to not commit or allow to be committed by Lessee’s employees, invitees, agents or contractors, any waste or damage to any portion of the Premises.

(b) Lessee’s Duty to Maintain Premises. During the Term of this Lease, Lessee shall maintain the Premises in a good, tenantable, first class and safe condition, and shall promptly make any and all repairs and replacements required to maintain such condition and state of repair, including all repairs necessary to keep the roof of the Buildings leak-free and otherwise in good condition and repair, and shall maintain in good and serviceable condition and repair all exterior walls, floor slabs, floorings, foundations, structural columns, load bearing portions of interior walls, structural components of the Buildings, all common facilities, and all electrical, plumbing, fire protection, and other systems of the Buildings, at Lessee’s sole cost and expense. Lessee shall also keep the interior and exterior of the buildings, including the parking lot and landscaping, in good aesthetic appearance and condition.

(c) Lessor Relieved of Duty to Maintain. Lessee acknowledges that Lessor shall not be required to furnish any services or facilities, or to make any repairs or alterations, of any nature whatsoever with respect to the Premises. Lessee hereby assumes the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the Premises.

(d) Lessor’s Right to Cure Lessee’s Breach of Duty to Maintain. If, after having received written notice thereof from Lessor, Lessee fails to commence any such repairs or replacements to the Premises within the applicable cure period set forth in Section 16.3 below and thereafter diligently proceed with such repair work until completion, Lessor or its agents may, at Lessor’s option, enter the Premises for the purpose of making such repairs and make such repairs or any replacements deemed necessary by Lessor. All costs and expenses incurred as a consequence of Lessor’s action shall be deemed Additional Rent, and Lessee shall pay to Lessor such Additional Rent within 15 days after Lessee receives copies of receipts showing payment by Lessor for such repairs or other obligations. These receipts shall be prima facie evidence of the payment of the charges paid by Lessor.

8.3 Yield Up. Lessee covenants to peacefully yield up and surrender the Premises upon the termination of this Lease in good order, repair and condition, reasonable wear and tear, casualty and condemnation excepted, and to remove all Lessee’s Property (except as may be otherwise set forth in Article VI above).

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8.4 Use. Lessee covenants that during the Term it will not use the Premises for any use other than the Permitted Use, not injure or deface the Premises, nor permit any nuisance, nor suffer to occur on the Premises any activity that is improper, offensive, contrary to law or which will increase the premiums of Lessor’s insurance on the Buildings or the Premises, unless Lessee agrees to bear such increased cost and pays such additional cost to Lessor at the time Lessee takes such action or allows such activity.

8.5 Risk of Loss to Lessee’s Property. Lessee’s Property and all furnishings, fixtures, equipment, effects and property of those claiming by, through, or under Lessee, located in or on the Premises, shall be at the sole risk and hazard of Lessee, and if the whole or any part thereof shall be damaged or destroyed by fire, flood, the leakage or bursting of pipes, or by theft or by any other cause, no part of such damage shall be borne by Lessor.

8.6 Lessor’s Entry. Lessee shall permit Lessor or Lessor’s agents to enter the Premises during reasonable, non-peak business hours upon twenty-four (24) hours advance notice, or at any time in the event of an emergency, for the purpose of inspections and exercising any rights in carrying out any obligations Lessor may have under this Lease, and to show the Premises to prospective tenants during the six (6) months prior to the expiration of the Term.

8.7 Taxes. Lessee covenants to pay promptly when due all taxes, general and special assessments and other public charges of every description, levied on, assessed against or imposed on Lessee’s Property, and to make timely payments into escrow, as required by Section 3.5, for as long as Lessor requires escrow payments.

8.8 Liens. Lessor and Lessee covenant that neither party will create any lien or encumbrance on the Premises (save and except for the liens set forth and permitted in Article XVII hereof) or cause any lien or encumbrance to attach to the Premises, and if either party does so create a lien or allow a lien to attach to the Premises, it shall promptly cause the same to be discharged or bonded. Lessee acknowledges that Lessor may encumber the Premises from time to time, as contemplated by Article XVII of this Lease.

8.9 Licensure. Lessee shall maintain all necessary federal, state and local licenses necessary to own and operate the business conducted on the Premises.

8.10 Name Changes to Business. Lessee covenants that it will not make any name changes to the business without written approval of Lessor.

8.11 Financial Statements. Lessee covenants that during the full Term of this Lease, it will provide whatever financial information is requested by Lessor regarding Lessee’s business within ten (10) days of Lessor’s request.

8.12 Purchase Agreements. Lessee shall comply with each and every representation, warranty, covenant, term and condition of that certain Asset Purchase Agreement between Smith-Mallahy-Masciarelli Funeral Home, Inc. & Affiliates and Premier Funeral Management Group VI, LLC dated June 27, 2016 (the “Asset Purchase Agreement”).

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8.13 Deposit Account.

(a) Maintain Deposit Account. Lessee shall at all times, so long as any indebtedness exists from Lessee to Lessor, maintain a designated deposit account as Lessee’s primary depository and remittance bank account with a banking institution acceptable to Lessor (for purposes of this Agreement, “Depository Account”). Lessee agrees that its average monthly deposit balances in Lessee’s Depository Account shall be in an amount necessary to cover rental payments to Lessor, including Annual Rent and Additional Rent. Furthermore, Lessee shall not close, transfer, change or restrict Lessor’s authorization to debit rental payments from Lessee’s Depository Account without Lessor’s prior written approval.

(b) Automatic Debits from Deposit Account. Lessee hereby agrees with Lessor that all payments for, with respect to, or upon the indebtedness of Lessee to Lessor shall be automatically deducted from Lessee’s Depository Account each month by Lessor in accordance with Lessor’s standard auto-debit policies and procedures. All such auto-debit financing payments shall be taken from Lessee’s Depository Account. Lessee shall execute any and all documents or authorizations required to authorize Lessor to debit such Depository Account for financing payments and other amounts due Lessor. Such authorization shall be in form and content acceptable to Lessor and shall not be revoked or changed by Lessee without Lessor’s written consent.

(c) Account Statements and Information. Lessee herby agrees that, upon Lessor’s request, Lessee shall provide Lessor with copies of monthly account statements for the Depository Account or, at Lessor’s discretion, Lessor may request and obtain such account statements from Lessee’s bank. Furthermore, Lessee agrees that Lessor may obtain daily, monthly or average account balance information for the Depository Account directly from Lessee’s bank. Lessee shall execute any and all documents or authorizations required to authorize Lessor to obtain such information directly from Lessee’s bank. Such authorization shall be in form and content acceptable to Lessor and shall not be revoked or changed by Lessee without Lessor’s written consent.

(d) Deposit Account Control Agreement. Intentionally Omitted.

8.14 Financial Reporting and Additional Documents.

(a) Generally. Lessee shall provide to Lessor annually and, as soon as is practical at any other time following Lessor’s request, any financial statement, profit and loss statement, balance sheet, or financial, credit, valuation, organizational or other such confidential or non-confidential information Lessor may deem necessary in its discretion. Additionally, Lessee will furnish to Lessor monthly profit and loss statements, balance sheet and call breakdown reports. Upon Lessor’s request, Lessee shall confirm and/or certify such statements, valuations, or other information.

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(b) Bank Account Statements and Information. Upon Lessor’s request, Lessee shall promptly provide and deliver to Lessor copies of monthly account statements for all of Lessee’s bank accounts or, at Lessor’s discretion, Lessor may request and obtain such account statements from Lessee’s bank or banks. Furthermore, Lessee agrees that Lessor may obtain daily, monthly or average account balance information for any of Lessee’s bank accounts directly from Lessee’s bank or banks. Lessee shall execute any and all documents or authorizations required to authorize Lessor to obtain such information directly from Lessee’s bank or banks. Such authorization shall be in form and content acceptable to Lessor and shall not be revoked or changed by Lessee without Lessor’s written consent.

(c) Guarantor Information. In addition, at Lessor’s request, Lessee shall obtain and provide to Lessor any personal financial statements, valuations, or other information (confidential or non-confidential) Lessor may deem necessary in its discretion pertaining to any or all guarantors of this Lease (herein referred to as “Guarantors”), and which shall, at Lessor’s discretion, be certified and/or prepared in accordance with generally accepted accounting practices (GAAP) and standards.

(d) Authorization. Lessee authorizes Lessor to provide any such information to auditors, regulators, attorneys, consultants, rating agencies, analysts, prospective purchasers of borrowers financing or other persons needing such information for legitimate purposes.

(e) Hold Harmless. Lessee hereby holds Lessor, its owners, officers, directors, partners, independent contractors, and employees harmless from any and all claims, damages, or liability resulting from any further improper disclosure of such information by such third parties.

8.15 Further Assurances; Power of Attorney. Lessee shall sign, acknowledge, deliver, and file any additional documents, statements, or certifications that Lessor may consider necessary to carry out the intent of this agreement; to perfect, continue and preserve Lessee’s obligations under any document executed in connection with this Lease (this Lease, a Loan Agreement, two Promissory Notes, and any and all other such documents are hereinafter collectively referred to as the “Transaction Documents” or a “Transaction Document”); to perfect, continue or preserve Lessor’s lien holder status; to replace or correct lost, misplaced, incorrectly filed, misstated or incorrect Transaction Documents; to correct or adjust for clerical errors; to complete incomplete or deficient Transaction Documents; to assure that the executed Transaction Documents will conform to and be acceptable in the marketplace in the instance of transfer, sale or conveyance by Lessor of its interest in and to said Transaction Documents; to assure that the Transaction Documents are in compliance with all laws, rules, regulations or the requirements of any prospective purchaser to whom Lessor seeks to market the Transaction Documents; or to enable Lessor to sell, convey, seek guaranty, insure or market the Transaction Document to any person. Lessee hereby grants a limited power of attorney to Lessor to sign, acknowledge, deliver and file as Lessee’s Attorney in Fact any such documents, statements, or certifications. Any written request for additional documentation made by Lessor shall be prima facie evidence of the necessity for same.

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8.16 Compliance with Applicable Law. Lessee shall comply with, and cause each subsidiary of any Lessee to comply with, Applicable Law, including the obtaining of all governmental approvals where necessary.

8.17 ERISA. Lessee shall fund all current service pension liabilities as they are incurred by Lessee, or such subsidiary, under the provisions of all plans from time to time in effect, and comply, and cause all subsidiaries of each Lessee to comply, with all applicable provisions of the Employee Retirement Income Security Act.

8.18 Taxes and Assessments. Lessee shall pay and discharge all taxes, assessments, fees, penalties, withholdings and other governmental charges or levies imposed upon any one or combination of them, or upon the income and profits of one or any combination of them, or upon any property belonging to any one or combination of them, prior to the date on which such tax, assessment, fee, penalty, withholding, charge or levy attaches thereto, unless the legality thereof shall be promptly and actively contested in good faith by appropriate proceedings. Lessee acknowledge that it shall discharge this obligation as to Taxes (as defined in Section 3.5 of this Lease) by making monthly payments into escrow, unless Lessor suspends this obligation as provided in Section 3.5.

8.19 Notice of Event of Default, Claim or Change in Status. Lessee shall promptly notify Lessor in writing of (a) the occurrence of any Event of Default; (b) any pending or threatened litigation against Lessee claiming damages in excess of Fifty Thousand and No/100’s Dollars ($50,000.00) or seeking relief that, if granted, would adversely affect the financial condition or business operations of Lessee or any affiliate; (c) any change in Lessee’s status, which may result in the material impairment of Lessee’s ability to perform any or all terms of the Lease or any of the Transaction Documents or which may materially impair Lessor’s security interest. Such material change in status includes, but is not limited to: (i) a significant loss of business, or a loss of a large Customer; (ii) a significant change in the health or financial circumstances of a principal of Lessee; or (iii) an adverse claim, proceeding, demand or action against Lessee, or Lessee’s business. In the event of such change in the status of one of these persons or entities, Lessee agrees to cooperate fully with Lessor to protect Lessor’s security interest.

8.20 Reimbursement of Lessor’s Expenses. Lessee shall pay immediately upon demand by Lessor all fees, costs and expenses (including, without limitation, attorney’s fees and other professional fees) incurred by Lessor in connection with the administration or enforcement of the Transaction Documents relating to a breach by Lessee of any Transaction Documents or otherwise. Any such amount may be demanded and collected immediately from Lessee or offset by Lessor from any funds held by Lessor or held in trust or by a third party, for Lessee’s benefit or otherwise.

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8.21 Indemnification for Environmental Claims. Lessee shall indemnify and defend Lessor, and hold Lessor harmless, from and against any and all losses to Lessor it’s employees, agents, directors, officers and partners resulting from past, present or future use, manufacture, handling, storage, transportation or disposal of Hazardous Materials (defined below in this paragraph) or other toxic materials. During the Term of this Lease, Lessor, at Lessor’s sole option, may obtain, at Lessee’s expense, written certification and a Phase I environmental audit report from a reputable environmental consultant of Lessor’s choice concerning whether the Premises, and any other improvements on the Premises have been or are presently being used for or in connection with the handling, manufacturing, storage, transportation or disposal of Hazardous Materials or other toxic substances, and whether the Premises contains any Hazardous Materials or other hazardous or toxic substances or any other environmental hazards or adverse environmental conditions. The certification and environmental audit provided to Lessor pursuant to this paragraph shall be prepared and provided by an environmental firm or consultant which shall be engaged by and acceptable to Lessor. Should the presence of any Hazardous Materials, other hazardous or toxic substances or any other environmental hazards or adverse environmental condition be revealed by the certification or audit, or be otherwise discovered, Lessee shall complete a remediation plan that meets the requirements of the environmental firm or consultant and Lessor, and Lessor may require, in Lessor’s sole discretion, and at Lessor’s option, that all violations with respect to Hazardous Materials or other toxic substances be corrected and that Lessee obtain all necessary permits, all at Lessee’s sole cost and expense. As used in this Lease, the term “Hazardous Material” shall mean and refer to (a) any material defined as “hazardous waste” or a “hazardous substance” or “hazardous material” or a “chemical substance” or “mixture” or “toxic substances” under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1802; the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. § 6901 et seq.; or the Toxic Substances Control Act, as amended, 15 U.S.C. § 2601, et seq.; and (b) other solid, semisolid, liquid or gaseous substances which are toxic, ignitable, corrosive, carcinogenic or otherwise dangerous to human, plant, or animal health or well-being.

8.22 Protection of Business Assets. Lessee shall use its best efforts to preserve the value of Lessee’s Property. Lessee shall not directly or indirectly commit or allow any impairment, deterioration, diversion, or transfer of such property not in the ordinary course of business without Lessor’s prior written consent. Lessee will not permit any relocation of the business located on the Leased Premises or any substantial changes in the operation of the business without Lessor’s prior written consent. Lessee shall pay before or as they become due all taxes, assessments, liens, encumbrances, lease payments, and other obligations relating to its business.

8.23 Authorization to Release Information. Lessee hereby authorizes any person who may have funeral home, financing, financial, credit, valuation or other confidential or non-confidential information regarding Lessee or its business and affairs to release to Lessor such information as Lessor, in its sole discretion, deems necessary to respond to regulatory inquiries; for the performance of audits, quality control or other reviews or to market the Transaction Documents; or for any other legitimate purpose. Furthermore, upon Lessor’s request, Lessee shall sign a release authorizing the release to Lessor of any financial, credit, valuation, or other confidential or non-confidential information that Lessor, in its sole discretion, deems necessary to respond to regulatory inquires; to perform audits, quality control or other reviews, or to market the Transaction Documents; or for any other legitimate purpose.

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8.24 Inspection of Books, Records, Properties. Lessee shall maintain its books, accounts and financial and business records in accordance with generally accepted accounting principles, and shall allow Lessor, or Lessor’s representatives, to inspect the books, records, and financial affairs of such person or entity with representatives of such person or entity during normal business hours. Lessee and Guarantors shall maintain all of their respective books of account and financial records in accordance with generally accepted accounting practices (GAAP) and standards.

8.25 Preservation of Corporate Existence and Similar Matters. Lessee shall preserve and maintain the corporate existence of Lessee and all of Lessee’s rights, franchises, licenses. permits and privileges in the jurisdiction of its incorporation or organization required and/or necessary to conduct the Business in the Premises, as the case may be, and shall ensure that each entity comprising Lessee remain qualified as a foreign corporation and authorized to do business in each jurisdiction in which the character of its properties or the nature of its businesses requires such qualification or authorization.

8.26 Authority to Perform. If Lessee fails to perform any duty or any covenants in any Transaction Document or other agreement related to Lessee’s business, Lessor shall be hereby authorized, without notice, to perform such duty or covenant or cause such duty or covenant to be performed. Lessee appoints Lessor as attorney-in-fact to sign Lessee’s name or pay any amount necessary for performance. Lessor’s right to perform for Lessee shall not create an obligation to perform, and Lessor’s failure to perform will not preclude Lessor from exercising any of Lessor’s other rights under the law or any Transaction Document. Any amount paid by or incurred by Lessor may be added to the principal balance of Lessee’s debt to Lessor or offset by Lessor from any funds held by Lessor or held in trust or by a third party, for Lessee’s benefit or otherwise.

8.27 Prior or Subordinate Security Interest. Intentionally Omitted.

8.28. Compliance with Financing Covenant Agreement. Intentionally Omitted.

ARTICLE IX: LESSEE’S FINANCIAL COVENANTS

9.1 Liens. Lessee shall not create, assume, incur or suffer to exist, or permit any subsidiary to create, assume, incur or suffer to exist, any lien upon any of Lessee’s merchandise, inventory, computer and other equipment, machinery, furniture, furnishings, vehicles, goods, supplies, trade names, intangible property, accounts, bank accounts, trust accounts, documents, policies and certificates of insurance, money, chattel paper, choses and things in action, general intangibles and rights to payment or proceeds of any kind, including without limitation, goodwill, contract rights, and any and all additions, attachments, parts, repairs, accessories, accessions, replacements and substitutions to or for any of the forgoing (all of such items being collectively referred to as the “Business Assets”). Lessee and Guarantors acknowledge that this covenant prohibits the conveyance or pledge of the Premises or Business Assets other than in connection with the Transaction Documents or with Lessor’s permission.

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9.2 Inventory. Lessor and Lessee acknowledge that all inventory is owned by the Lessee and shall be paid for when it is replaced. Lessee shall continue its purchase and display of inventory in this manner and shall not move the business to a consignment inventory relationship, or any other type of arrangement in which Lessee does not own or hold title to its inventory, without the advance express written consent of Lessor, in its sole and absolute discretion. Lessee acknowledges that violation of this clause shall constitute a default of this Lease.

9.3 Merger, Consolidation and Sale of Assets. Lessee shall not (a) merge or consolidate with any other person or entity; (b) sell, lease or transfer or otherwise dispose of all or any substantial portion of its assets; or (c) permit any subsidiary to do any of the foregoing.

9.4 Other Indebtedness or Leases. Lessee shall not obtain any loans, advances or other financial accommodations or arrangements or otherwise incur any other indebtedness for money borrowed or for the deferred purchase price of any asset (including capitalized lease obligations) from any other person, other than indebtedness (a) for supplies or inventory payable within 60 days, but the aggregate total of all such debt shall not exceed One Hundred Thousand and No/100’s Dollars ($100,000.00), (b) created by the Transaction Documents; or (c) expressly approved and permitted in advance by Lessor in writing, in its sole and absolute discretion. Lessor acknowledges that Lessee operates other business and owns other properties besides the Business and the Premises.

9.5 Loans/Investments. Intentionally Omitted.

9.6 Capital Expenditures. With respect to the Business, Lessee shall not, without prior written consent of Lessor, in its sole and absolute discretion, make or become obligated in connection with the purchase or acquisition of any fixed asset as defined by Financial Accounting Standards Board, if (i) the cost of such asset (including indebtedness constituting the deferred portion of the purchase price thereof) would be in excess of One Hundred Thousand and No/100’s Dollars ($100,000.00) or (ii) after giving effect thereto, the aggregate purchase price (including any indebtedness constituting the deferred portion of the purchase price thereof) of all such items to be purchased or acquired would exceed One Hundred Thousand and No/100’s Dollars ($100,000.00).

9.7 Change of Ownership. There shall be no material change in ownership or management of Lessee, the Premises, or the Business Assets, without prior written approval of Lessor, in its sole and absolute discretion.

9.8 Subsidiaries. Lessee shall not create, incorporate or acquire any subsidiary, other than subsidiaries in existence as of the date hereof without prior written approval by Lessor, in its sole and absolute discretion. Any transactions with such preexisting subsidiaries shall be done in the normal course of business.

9.9 Guarantees. Lessee shall not assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any indebtedness of any other person, other than guarantees from time to time existing in favor of Lessor, unless expressly approved in advance by Lessor in writing.

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ARTICLE X: LESSEE’S REPRESENTATIONS

Lessee warrants and represents to and covenants with Lessor as follows, and acknowledges that each and every such representation is material to Lessor’s decision to enter into this Lease and the Transaction Documents:

10.1 Authority. Lessee has the right, power and capacity and is duly authorized and empowered to enter into, execute, deliver and perform this Lease and the Transaction Documents.

10.2 No Violation. The execution, delivery and/or performance by Lessee of this Lease and the Transaction Documents shall not, by the lapse of time, the giving of notice or otherwise, constitute a violation of any applicable law or a breach of any provision contained in Lessee’s articles of incorporation, articles of organization, partnership agreement, bylaws or similar document, as applicable, or contained in any agreement, instrument or document to which Lessee is now or hereafter a party or by which it is or may be bound.

10.3 Solvency. Lessee is now, and at all times hereafter shall be solvent, and generally paying its debts as they mature and Lessee now owns (or has an interest acceptable to Lessor in) and shall at all time hereafter own (or have an interest acceptable to Lessor in) property which, at fair valuation, is greater than the sum of its debts.

10.4 Compliance with Applicable Law. Lessee is not and will not be, during the Term hereof, in violation of any applicable federal, state or local statue, regulation or ordinance that in any respect materially and adversely affects its business, property, assets, operations or condition, financial or otherwise.

10.5 No Default. Lessee is not in default with respect to any indenture, financing agreement, mortgage, deed, or other similar agreement relating to the borrowing of monies to which it is a party or by which it is bound.

10.6 Corporate Existence; Principal Place of Business. Lessee is a Delaware limited liability company, duly formed and organized, and in good standing, with a principal place of business in Marion County, Indiana. Lessee shall not change its principal place of business to a location outside of Marion County, Indiana, without first giving Lessor ten (10) days advance notice of such change. Upon request, each entity, at such entity’s cost, shall provide to Lessor a certificate or good standing issued by the secretary of state or appropriate government official of the state in which such entity was formed.

10.7 Financial Statements. The financial statements presented by Lessee to Lessor are true and correct, have been prepared according to generally accepted accounting principles, consistently applied, and fairly and accurately represent the respective financial conditions of the subjects as of the dates thereof. Since the date of each financial statement, there have been no material changes, adverse or otherwise, in Lessee’s financial condition, other than those previously disclosed to Lessor in writing. There exists no material contingent liability or obligation assertable against Lessee, other than liabilities or obligations previously disclosed by Lessee to Lessor in writing. All other financial information concerning Lessee which has been provided to Lessor is true, correct and accurate.

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10.8 Tax Returns. All federal, state and other tax returns of Lessee required by law to be filed have been completed in full and have been duly and timely filed, and all taxes, assessments and withholdings shown on such returns or billed to Lessee have been paid, and Lessee maintains adequate reserves and accruals in respect of all such federal, state and other taxes, assessments and withholdings. Except for certain state and local ad valorem taxes, there are no unpaid assessments pending against Lessee for any taxes or withholdings, and Lessee knows of no basis for any assessments.

10.9 No Subordination of Lessor’s Rights. Any and all obligations of Lessee to a third party are subordinated in right of payment to any and all of Lessee’s obligations to Lessor under this Lease and the Transaction Documents.

10.10 Subordination of Shareholders’ Rights. Lessee hereby represents that each Guarantor has subordinated to Lessor’s right to receive payment from Lessee pursuant to this Lease and any Transaction Document the right of such Guarantor to receive payment from Lessee on any loans made by such Guarantor to Lessee. Any and all of Lessee’s current and future obligations to any Guarantor and any shareholder, member or partner, as the case may be, shall be subordinate to any and all of Lessee’s current and future obligations to Lessor.

10.11 Permits for Conducting Business. Lessee now possesses all permits, approvals, memberships, franchises, contracts, licenses, trademark rights, trade names, and patents necessary to enable it legally to conduct its business operations as now conducted, and as contemplated and represented to Lessor, and legally to operate and run Lessee’s business and affairs. Lessee shall continue to maintain all such permits, approvals, memberships, franchises, contracts, licenses, trademark rights, trade names, and patents as needed or required to operate its business and affairs, and shall continue to comply with and adhere to all governmental zoning and land use ordinances, rules, regulations, orders and agreements affecting the Premises and the uses of the Premises. All applicable governmental zoning and land use ordinances, rules, regulations, orders and agreements permit the continued and uninterrupted use of the improvements in connection with Lessee’s business and affairs. There is no pending litigation or proceeding of any kind regarding the validity of such ordinances, rules, regulations, orders and agreements and no such litigation or proceeding has been threatened. No additional permit, consent, authorization, order or license of any individual, entity or governmental authority is necessary to operate Lessee’s business legally. No consent, permission, authorization, order or license of any individual, entity, or governmental authority is necessary in connection with the execution, delivery, performance or enforcement of this Lease or the Transaction Documents.

10.12 Marketable Title. Lessee has good and marketable title to the Business Assets and any other property and assets reflected in the above-described financial statements.

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10.13 Hazardous Materials. Except for chemicals, materials and substances that are customarily and routinely utilized in the course of operations of a funeral home, including any and all chemicals, materials and substances utilized in the embalming of human remains and the preparation of such remains for burial or other disposition (all of which chemicals, materials and substances shall be stored, maintained, used and disposed of in accordance with all applicable laws and regulations), Lessee shall not produce or dispose on the Premises, or any of Lessor’s properties, of any Hazardous Materials or conduct any activity that could produce Hazardous Materials or cause toxic effects on humans, animals or flora, and shall not produce, dispose or conduct such activity in the future. Neither Lessee nor any subsidiary of Lessee is in violation of any federal, state, or local laws, ordinances or regulations for environmental protection, including, but not limited to, the Federal Clean Air Act, the Federal Clean Water Act, the Resources Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the National Environmental Act, the regulations of the United States Environmental Protection Agency and the regulations of an analogous agency of the State of Massachusetts. Lessee shall comply fully with all such laws and regulations. Notwithstanding any other provision of this Lease or any Transaction Document, Lessor acknowledges that Lessee will operate a funeral home on the Premises, and will use and store at or on the Premises, in a manner permitted by applicable laws, chemicals, materials, and substances that are customarily and routinely utilized in the course of operations of a funeral home, including embalming fluid any and all other chemicals, materials, and substances utilized in the embalming of human remains and the preparation of such remains for burial or other disposition, that are necessary for the conduct of Lessee’s business. Lessor expressly allows such use and agrees that such use, by itself, shall not constitute a breach of this paragraph or constitute a default under this Lease; provided, however, that (a) such use fully complies with applicable laws and regulations, and (b) such permission shall not relieve Borrower of any of its obligations under this paragraph or any of the Transaction Documents.

10.14 Litigation. There are no pending or threatened actions or proceedings in a court of competent jurisdiction or before an administrative, regulatory or other governmental agency or authority that may in any way adversely affect the financial condition or business operations of Lessee. There are no actions, suits or proceedings pending, or, to Lessee’s knowledge, threatened or anticipated, before any court or governmental or administrative body or agency affecting the Premises or its continued use. Lessee is not now a party to any litigation affecting the Premises, or any part thereof, or Lessee’s rights to lease the Premises, and Lessee knows of no litigation, or to the best of its knowledge, threatened litigation, affecting the Premises or any part thereof. Lessee shall give Lessor prompt notice of the institution of any such litigation.

10.15 Liens. Intentionally omitted.

10.16 Loss. There has been no substantial loss or destruction of the physical assets or properties of Lessee since the date of the financial statements furnished by Lessee.

10.17 Default. No default exists under the provisions of any of the Transaction Documents, or under the provisions of any other agreement for borrowed money that is material to the operation of Lessee’s business.

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10.18 No Name Changes. Intentionally omitted.

10.19 Utilities. Utility services have been constructed to and provided for the Premises, with sufficient capacity and in a condition to serve properly and adequately the improvements on the Premises, and have been approved by the appropriate governmental authorities. Upon request, Lessee shall provide to Lessor written evidence, satisfactory to Lessor, of same. Such utility services include, but are not limited to, electrical, gas, water and sewer services, drainage, and storm water.

10.20 Compliance with Laws. Lessee has complied with all laws, ordinances, rules and regulations of all local, state and federal governments and agencies with respect to its ownership, use and operations conducted on the Premises.

10.21 No Notice of Violation. Lessee has not received any notice from any municipal, county, state or other governmental agency or body having jurisdiction over the Premises of any zoning, fire, health, or environmental violation or violations of any laws, ordinances, statutes or regulations relating to pollution or environmental standards.

10.22 No Notice of Condemnation. Lessee has not received any notice of any pending or threatened condemnation or similar proceeding affecting the Property or any portion thereof, nor is the Lessee aware that any such action is presently contemplated;

10.23 Restrictions on Premises. Lessee is not a party to, subject to, or bound by any judgment or order of any court or governmental authority or any contract, commitment, agreement, undertaking, arrangement, license or restriction which could prevent the use of the Premises as a funeral home.

10.24 No Landfill, USTs. Intentionally omitted.

10.25 Premises Not in Flood Zone. Intentionally omitted.

10.26 Wetlands. Intentionally omitted.

10.27 No Adverse Circumstances. To the best of Lessee’s knowledge, there are no significant adverse facts or conditions relating to the Premises or its intended use by Lessee which has not been specifically disclosed in writing by Lessee to Lessor, and Lessee knows of no fact or condition of any kind or character whatsoever which adversely affects such intended use of the Premises.

10.28 Materialmen’s Liens. Intentionally omitted.

10.29 No Changes in Zoning. To the best of Lessee’s knowledge, there are no pending or contemplated changes in the present status of zoning of the Premises, and Lessee shall give prompt notice to Lessor of any such proposed changes of which Lessee is aware prior to Closing.

10.30 Leases. Intentionally omitted.

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10.31 Bankruptcy. Lessee is not involved in any bankruptcy, reorganization or insolvency proceeding.

10.32 Brokers. Intentionally omitted.

ARTICLE XI: INSURANCE

11.1 Building and Property Insurance. Lessor shall at all times throughout the Term maintain fire, casualty, and extended coverage insurance covering the Buildings in an amount not less than the full replacement cost of the Buildings, which policies shall list Lessor (and Lender[s] of the Lessor, as Lessor may direct) as the insured. Such coverage shall be provided by insurance companies chosen by Lessor and reasonably satisfactory to Lessee and licensed to issue insurance in the state in which the property is located. Every such policy of insurance shall contain provisions for thirty (30) days written notice to Lessor of any cancellation, non-renewal or modification to the policy. All such insurance policies shall be issued by a properly licensed insurer acceptable to Lessor and having the standard New York long form mortgagee clause favoring Lessor in an amount equal to at least the value of the improvements and sufficient to compensate Lessor up to the full replacement cost of the improvements. Such coverage shall be on a cost replacement basis. All costs of insurance with respect to the Leased Premises (including casualty and liability insurance) shall be paid by Lessee, and the Lessor shall have no obligation or liability in this regard. Lessee shall pay the premiums for all such policies required by this Lease in a timely manner. Lessee shall pay the costs of such insurance through escrows, as provided in Section 11.6 of this Lease, unless Lessor suspends Lessee’s obligation to escrow the costs of insurance.

11.2 Waiver of Subrogation. Lessor and Lessee, on behalf of themselves and their respective insurers, hereby waive all causes and rights of recovery against the other and each of their respective officers, employees and agents, for any loss occurring to the property of either of them, regardless of cause or origin. Lessor and Lessee agree that all insurance policies presently existing or obtained after the date hereof, shall include a clause or endorsement to the effect that any such policies shall not be invalidated, nor shall the right of recovery against any party for loss occurring to the Buildings be impaired, by virtue of such waiver of subrogation, and denying the insurer’s rights of subrogation against the other party to the extent such rights have been waived by the insured prior to the occurrence of the injury or loss.

11.3 Liability Insurance. Lessee shall procure and maintain in effect at all times during the Term, comprehensive general liability insurance with a combined single limit of liability of at least One Million and No/100’s Dollars ($1,000,000.00), which policy shall list Lessor and any lender of Lessor as an additional insured. Lessee shall furnish certificates of such insurance to Lessor promptly upon receipt of written request thereof.

11.4 Lessor as Insured or Additional Insured. Lessor (and any lender of Lessor, upon Lessor’s request) shall be the insured on any and all casualty policies, and shall be named on each liability policy as an additional co-insured party.

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11.5 Proof of Insurance. At the commencement of this Lease, and subsequently from time to time upon Lessor’s request, Lessee shall provide to Lessor proof of any such insurance obtained by Lessee by delivering to Lessor a certificate evidencing such insurance coverage.

11.6 Escrows for Property Insurance.

(a) Lessee’s Monthly Escrow of Insurance Premiums Required. Lessee shall pay to Lessor each month, as Additional Rent, an amount to be held by Lessor in escrow for payment of the premiums and other charges for any casualty insurance which Lessee is required to maintain under this Lease. Such monthly payments shall be due on the first day of each month, and shall be paid at the same time as the payment of Annual Rent. Lessor shall notify Lessee in writing of the amount of such monthly payment, which shall generally be equal to one-twelfth of the amount of the premiums and other insurance charges for the previous year. If the premiums and charges for a particular year are more than the amount used as a basis for monthly payments into escrow, then Lessee shall immediately pay to Lessor on demand any difference.

(b) Suspension of Lessee’s Obligation to Escrow Insurance Premiums. At Lessor’s option and in Lessor’s sole discretion, Lessor may suspend Lessee’s obligation to escrow insurance with Lessor by notifying Lessee in writing of such suspension, and if Lessor so suspends such obligation, then Lessee shall pay in a timely manner the premiums and other charges for any insurance which Lessee is required to maintain under this Lease.

ARTICLE XII: INDEMNIFICATION

12.1 Indemnity by Lessee. Lessee agrees to indemnify, defend and hold Lessor, its employees, agents, officers, directors and partners harmless from and against any loss, cost, liability, damage or expense, including without limitation, reasonable attorney’s fees incurred in connection with or arising from: (a) Any negligence of Lessee or its invitees, guests, officers, directors, employees, agents or contractors, in or on the Premises other than the intentional act or gross negligence; and/or (b) Lessee’s failure to carry out its obligations under the Lease.

12.2 Indemnity by Lessor. Lessor agrees to indemnify, defend and hold Lessee harmless from and against any loss, cost, liability, damage or expense, including without limitation, reasonable attorney’s fees incurred in connection with or arising from: (a) Any negligence of Lessor or its employees, agents or contractors in or on the Premises, other than the act or omission of Lessee; and/or (b) Lessor’s failure to carry out its obligations under this Lease.

12.3 Cooperation and Information. In carrying out their respective obligations to indemnify, defend, and hold the other harmless under the provisions of Subsections 12.1 and 12.2, Lessor and Lessee shall cooperate with each other in all respects, including without limitation, promptly notifying the other of any action or event which may reasonably be expected to be the basis of a claim or a suit for which the other is obligated to indemnify, defend, and hold harmless under the provisions hereof, and supplying the other with all information and documentation available to it relating to the same.

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ARTICLE XIII: CONDEMNATION

13.1 No Termination. If, at any time during the Term, all or any portion of one or more of the Buildings located on the Premises shall be condemned or taken for public or quasi-public use, or if any portion of the Lot, Buildings or Premises is so condemned or taken, which would materially affect Lessee’s ability to conduct normal business operations on that particular tract or tracts of the Premises, then as of the date of dispossession of Lessee from such parcel or portion thereof as a result of any such condemnation or taking, Annual Rent shall abate in the proportion that the area so condemned or taken bears to the total area of the Premises, but this Lease shall otherwise remain in full force and effect.

13.2 Temporary Taking. If at any time during the Term a substantial portion of one or more of the Buildings is condemned or taken for a public or quasi-public use for a limited period of taking time, which would materially affect Lessee’s ability to conduct normal business operations on the Premises, then this Lease shall remain in full force and effect as to such portion of the premises thus affected and as to all other portions of the Premises; provided, however, that Annual Rent shall abate during such limited period in the proportion that the area so rendered substantially untenable or unusable as a result of such condemnation or taking bears to the total area of the Premises.

13.3 Awards. Lessor shall be entitled to the entire award resulting from any such condemnation or taking, including without limitation, any portion of any award attributable to the value of the leasehold estate created by this Lease; provided however, that Lessee reserves to itself any portion of any award attributable to Lessee’s personal property or fixtures, its relocation expenses, or the interruption or damage to its business.

ARTICLE XIV: FIRE AND CASUALTY

14.1 Damage and Destruction. If, at any time during the Term, more than twenty-five percent (25.0%) of a Building is damaged or destroyed by fire or other casualty, and such damage or destruction materially affects Lessee’s ability to conduct normal business operations on the Premises, then during a ninety- (90-) day period following the damage or destruction of such Building, Lessee’s obligation to pay Annual Rent shall be abated, commencing on the date of such damage or destruction, in the proportion that the area of the part of the particular tract so damaged or destroyed or rendered untenantable bears to the total area of such tract (provided, however, if Lessee is unable to operate its business during such period of repair, Annual Rent for the Premises shall fully abate during such time). Thereafter, Lessee shall continue to pay full Annual Rent.

ARTICLE XV: ASSIGNMENT AND SUBLETTING

15.1 Consent Required. Lessee shall not sublet any portion of the Premises or assign, mortgage, pledge or transfer any of its rights with respect to any of its rights or interest created by this Lease without Lessor’s prior written consent in each instance, which consent shall be given or withheld as hereinafter provided. Lessor may assign or convey its interest in the Premises (or any one or more of the tracts or parcels included in the Premises) at any time, but only if such transfer or conveyance is subject to this Lease. Lessor shall give Lessee written notice of such transfer no later then ten days after the effective date of such transfer.

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15.2 Procedure. If Lessee desires at any time to sublet any portion of the Premises or assign mortgage, pledge or transfer this Lease or any of Lessee’s rights or interest created by this Lease, it shall first give advance written notice to Lessor of its desire to do so, and the terms and provisions of the proposed assignment or sublease. Lessor shall, within thirty (30) days after Lessor’s actual receipt of such notice, provide Lessee with written notice of Lessor’s consent to or disapproval of the proposed assignment, subletting, mortgage, pledge or transfer (any such disapproval specifying in writing the objections Lessor has to the proposed assignment, sublease, mortgage, pledge or transfer). Lessor shall be entitled to approve, disapprove or condition its approval in Lessor’s discretion. In the event Lessor fails to provide any written notice of disapproval to Lessee as aforesaid within said thirty- (30-) day period, Lessor shall be deemed to have disapproved the proposed assignment, sublease, mortgage, pledge or transfer. Consent by Lessor to any assignment, subletting, mortgage, pledge or transfer by Lessee shall not relieve Lessee of any obligation to be performed by Lessee under this Lease, and Lessee shall remain fully bound and obligated under the terms of this Lease.

ARTICLE XVI: DEFAULT

16.1 Events of Default. An Event of Default shall be deemed to have occurred hereunder if:

(a) Lessee shall fail to pay any monthly installment of Annual Rent or Additional Rent by the end of the applicable grace period set forth in Section 3.2(a) of this Lease;

(b) Lessee breaches or fails to comply with any term, provision, condition, or covenant of this Lease, other than the obligation to pay Annual Rent and Additional Rent, as described in Section 16.1(a);

(c) Lessee breaches any representation set forth in this Lease;

(d) Lessee’s interest in the Lease or the Premises shall be subjected to any attachment, levy, or sale pursuant to any execution, order or decree entered or filed against Lessee in any legal proceeding and such order or decree shall not be vacated within fifteen (15) days of entry thereof or shall not be appealed (and diligently pursued) so as to stay enforcement thereof;

(e) Lessee shall make an assignment for the benefit of creditors;

(f) An involuntary petition under the Federal Bankruptcy Code is filed against Lessee and not dismissed within one hundred twenty (120) days; or

(g) Lessee shall be in default under the terms of any note, security or financing covenant agreement held by or entered into with the Lessor.

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16.2 Remedies. Upon the occurrence of an event of default, and after affording Lessee any cure period required by Section 16.3, then Lessor shall have the option to do and perform any one or more of the following in addition to, and not in limitation of, any other remedy or right permitted it by law or in equity or by this Lease:

(a) Lessor, with or without terminating this Lease, may upon reasonable notice and without unreasonably interfering with the operation of Lessee, thereafter re-enter the Premises and correct or repair any condition which shall constitute a failure on Lessee’s part to keep, observe, perform, satisfy, or abide by any term, condition, covenant, agreement, or obligation of this Lease or of any notice given Lessee by Lessor pursuant to the terms of this Lease, and Lessee shall fully reimburse and compensate Lessor on demand. Any such re-entry correction or repair shall not of itself constitute an acceptance by Lessor of a surrender of this Lease or of the Premises by Lessee and shall not of itself constitute a termination of this Lease by Lessor or otherwise terminate or abate Lessee’s obligation to pay Rent to Lessor.

(b) Lessor, with or without terminating this Lease, may immediately or at any time thereafter demand in writing that Lessee vacate the Premises and thereupon Lessee shall vacate the Premises and remove therefrom all property thereon belonging to or placed on the Premises by, at the direction of, or with consent of Lessee (except such property upon which Lessor has been granted a security interest) within ten (10) days of receipt by Lessee of such notice from Lessor, whereupon Lessor shall have the right to re-enter and take possession of the Premises. Any such demand, re-entry and taking possession of the Premises by Lessor shall not of itself constitute an acceptance by Lessor of a surrender of this Lease or of the Premises by Lessee and shall not of itself constitute a termination of this Lease by Lessor or otherwise terminate or abate Lessee’s obligation to pay Rent to Lessor.

(c) Lessor, with or without terminating this Lease, may immediately or at any time thereafter, re-enter the Premises and remove therefrom Lessee and all property belonging to or placed on the Premises by, at the direction of, or with consent of Lessee. Any such re-entry and removal by Lessor shall not of itself constitute an acceptance by Lessor of a surrender of this Lease or of the Premises by Lessee and shall not of itself constitute a termination of this Lease by Lessor or otherwise terminate or abate Lessee’s obligation to pay Rent to Lessor.

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(d) Lessor, with or without terminating this Lease, may immediately or at any time thereafter relet the Premises or any part thereof for such time or times, at such rental or rentals and upon such other terms and conditions as Lessor in its sole discretion may deem advisable, and Lessor may make any alterations or repairs to the Premises which it may deem necessary or proper to facilitate such reletting; and Lessee shall pay all costs of such reletting, including, but not limited to, the cost of any such alterations and repairs to the Premises, attorney’s fees, leasing inducements, and brokerage commissions; and if this Lease shall not have been terminated, Lessee shall continue to pay all rent and all other charges due under this Lease up to and including the date of beginning of payment of rent by any subsequent lessee of part or all of the Leased Premises, and thereafter Lessee shall pay monthly during the remainder of the Term of this Lease the difference, if any, between the rent and other charges collected from any such subsequent lessee or tenants and the rent and other charges reserved in this Lease, but Lessee shall not be entitled to receive any excess of any such rents collected over the rents reserved herein.

16.3 Right to Cure. If Lessor declares a default, then Lessor shall give Lessee written notice, in accordance with Section 19.8 of this Agreement, specifying with particularity the default or condition unsatisfied. Before exercising any remedies on account of such default, Lessor shall give Lessee the following period of time, depending on the nature of the default, after Lessee’s receipt of written notice of default, to cure such default before Lessor utilizes any remedies under this Agreement:

(a) If the event of default is one described in Section 16.1(a), or one which may be cured by Lessee’s payment of money to a third party, then Lessee shall be afforded ten (10) days after its receipt of written notice of such default; provided, however, that notwithstanding any other provision of this Lease, during any twelve-month period, Lessee shall be entitled to only one notice and cure period with respect to the failure to pay Annual Rent or Additional Rent;

(b) If the event of default is one described in Section 16.1(d), then Lessee shall be afforded ten (10) days after its receipt of written notice of such default;

(b) If the event of default is one described in Section 16.1(e), then Lessee shall be afforded the time period set forth in said Section 16.1(e) after its receipt of written notice of such default;

(c) If the event of default is one described in Section 16.1(b), Section 16.1(c), Section 16.1(d), or Section 16.1(h), then Lessee shall be afforded thirty (30) days after its receipt of written notice of such default (or, if any such event of default is not susceptible to cure within such thirty- [30-] day period, then Lessee shall be afforded a longer cure period, but only as long as Lessee promptly commences and diligently pursues such cure, and in no event shall the cure period with respect to any such event of default exceed one hundred twenty [120] days);

(d) In the event of a default described in Section 16.1(f) and such default has not been cured as provided in such note or security agreement.

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16.4 Re-entry. If Lessor re-enters the Premises or terminates this Lease pursuant to any of the provisions of this Lease, Lessee hereby waives all claims for damages which may be caused by such re-entry or termination by Lessor. Lessee shall and does hereby indemnify and hold Lessor, its agents, employees, directors, officers and partners harmless from any loss, cost (including court costs and attorney’s fees), or damages suffered by Lessor by reason of such re-entry or termination. No such re-entry or termination shall be considered or construed to be a forcible entry.

16.5 Remedies Cumulative. The exercise by Lessor of any one or more of the rights and remedies provided in this Lease shall not prevent the subsequent exercise by Lessor of any one or more of the other rights and remedies herein provided, or otherwise at law or in equity. All remedies provided for in this Lease are cumulative and may, at the election of Lessor, be exercised alternatively, successively, or in any other manner and are in addition to any other rights provided for or allowed by law or in equity.

ARTICLE XVII: SUBORDINATION

17.1 Subordination to Mortgages. Lessee agrees that, upon the request of the Lessor, Lessee shall subordinate this Lease to the lien of any mortgage, security deed or deed of trust that may now or hereafter exist, for which the Buildings or Lessor’s interest in the Premises or this Lease is pledged as security, provided that the mortgagees or beneficiaries named in such mortgage or deeds of trust agree in writing (a) to recognize the interest of Lessee under this Lease, (b) that so long as Lessee shall perform its obligations under this Lease, the rights of Lessee hereunder shall remain in full force and effect, and (c) that they will not disturb Lessee’s occupancy of the Premises under this Lease in the event of foreclosure or other action taken under the mortgage or deed of trust if Lessee is not then in default. Lessee shall execute and deliver to Lessor all instruments Lessor reasonably deems necessary to evidence and give effect to any such subordination, provided that no such instrument shall alter any of the terms, covenants or conditions of this Lease, and provided that said instrument shall contain the covenants of the lender as aforesaid.

17.2 Estoppel Certificates. From time to time, Lessee shall, within thirty (30) days after receipt of a written request from Lessor, execute and deliver to Lessor a certificate stating to the extent applicable:

(a) That the Lease is in full force and effect and unmodified (or if there have been any modifications, specifying the date and nature thereof);

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(b) That to its knowledge, Lessee has no defenses, offsets, or counterclaims against its obligations to pay Annual Rent and Additional Rent, and to perform its other obligations under this Lease;

(c) That to its knowledge, there are no uncured defaults of Lessor under this Lease; and

(d) The dates to which Annual Rent have been paid.

17.3 Payment of Encumbrances. Lessee acknowledges that Lessor has mortgaged and encumbered the Leased Premises and may subsequently mortgage and encumber the Leased Premises from time to time during the Term of this Lease. During the Term of this Lease, Lessor shall make, in a timely manner, any and all payments required by any and all loans or debts secured by the Leased Premises.

ARTICLE XVIII: OPTION

18.1 Generally. In consideration of this Lease, and for TEN AND NO/100’s DOLLARS ($10.00) and other good and valuable consideration, and the mutual covenants and obligations set forth in this Agreement, and on the terms and conditions hereinafter set forth, Lessor hereby grants to Lessee an option to purchase the Leased Premises (including the real estate and improvements) from Lessor for a purchase price which shall be determined in accordance with Section 18.3 of this Lease, payable in cash or certified funds.

18.2 Term. Beginning on November 1, 2020, and ending on the termination of the Lease (this period of time is referred to as the “Option Term”), and as long as: (a) Lessee is not in default of this Lease, (b) Lessee shall have paid in full and satisfied, without incurring any additional debt or refinancing with Lessor, that certain Promissory Note between Lessee, as maker, and Lessor, as lender, dated the same date as the date hereof, in the original principal amount of One Hundred Forty-Eight Thousand, and 00/100 Dollars ($148,000.00) (the “Note”), which is secured by, among other things, certain personal property associated with the operation of the business on the Premises; then Lessee shall have the right to purchase the Leased Premises, under the terms and conditions set forth in this Article XVIII. Lessee shall not have any right whatsoever to exercise this option until October 31, 2023. Lessee shall have the right to exercise this option during a Renewal Term of this Lease, as long as the other conditions set forth herein have been satisfied. When this Lease terminates, unless Lessee has exercised this option as provided in Section 18.6 of this Lease, this Option shall terminate automatically, without any further action by either party, and Lessee shall have no further rights under this article.

18.3 Purchase Price. The purchase price shall be equal to the product of (i) the Annual Rent (for the entire year, not just one month) on the day Lessee’s purchase of the Leased Premises is closed pursuant to this option, multiplied by (ii) 10.00.

18.4 Effect of Termination of Lease. If this Lease is terminated by Lessor or Lessee, then this option shall automatically terminate and be void and of no force or effect.

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18.5 Effect of Default. Lessee may not exercise this option if and while Lessee is in default of this Lease, even if Lessor has not declared a default.

18.6 Exercise of Option. At any time during the Term of this Lease, as long as Lessee has fully complied with the conditions set forth in Section 18.2 of this Lease, and as long as Lessee is not in default of this Lease, then Lessee shall be entitled to exercise this option by delivering to Lessor a written notice stating Lessee’s intent to exercise this option and close the sale and purchase of the Leased Premises at a mutually agreeable time no more than one hundred twenty (120) days and no less than thirty (30) days from the date of the notice, which time can be beyond the Term of this Lease. The exercise of this option shall ripen this instrument into a contract for the sale and purchase of the Leased Premises without the necessity of any further instrument in writing except as provided herein.

18.7 Conveyance of Leased Premises; Warranty of Title; Exceptions. Lessor covenants that, upon the exercise of this option by Lessee or its permitted assigns, and upon payment of the agreed purchase price as provided herein, Lessor shall convey, and cause to be conveyed to Lessee, unencumbered, marketable title to the Leased Premises, in fee simple, and that Lessor will warrant the title to the Leased Premises, by general limited or special covenants of warranty, against the claims and demands of all persons claiming by, through or under Lessor, subject only to the lien of ad valorem taxes for the year in which the sale is closed and any liens or encumbrances caused or created by Lessee. Taxes for the year in which the sale is closed shall not be prorated between the parties, as Lessee is obligated to pay such taxes under this Lease. Lessee shall pay all costs of preparing the warranty deeds, transfer tax, title examination, title insurance, escrow fees, Lessee’s attorney’s fees, and all other costs associated with the closing, except that Lessor shall pay the costs of curing any title objections caused by Lessor and the cost of paying and satisfying any liens or encumbrances created by Lessor.

18.8 No Credit for Rent Payments. Lessee shall not receive a credit at closing or otherwise for any rental payments made hereunder.

18.9 Purchase “As Is”. Lessee shall purchase the Leased Premises in “as is” condition “with all faults” and specifically and expressly without any warranties, representations or guaranties, of any kind, oral or written, expressed or implied, concerning the Leased Premises from or on behalf of Lessor, except as expressly provided herein. Lessor shall not under any circumstances be required to repair, modify or later any condition of the Leased Premises.

18.10 No Right to Purchase in Separate Parcels. This option shall permit Lessee to purchase all of the tracts, parcels, improvements and appurtenances constituting the Leased Premises in one transaction, and Lessee shall not be entitled under any circumstances to purchase less than all of the tracts, parcels and improvements constituting the Leased Premises.

18.11 Merger of Estates. The exercise of this Option shall not terminate this Lease or modify or reduce Lessee’s obligations under this Lease. Upon closing of the purchase of the Leased Premises pursuant to this Option, however, this Lease shall terminate and be of no further force and effect.

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18.12. Early Exercise of Option.

(a) By End of Fourth Year. Notwithstanding the time limitations on Lessee’s exercise of this Lease, Lessee may exercise this Option before November 1, 2020 as long as: (a) Lessee is not in default of this Lease ( b) Lessee shall have paid in full and satisfied, without incurring any additional debt or refinancing with Lessor, the Note and (c) Lessee shall pay to Lessor a purchase price which shall be calculated as follows: the lesser of (i) the sum of (A) the purchase price calculated pursuant to the formula set forth in Paragraph 18.3 of this Lease using the amount of Annual Rent (for the entire year not just one month) in effect at the time Lessee proposes to close the purchase of the Leased Premises pursuant to this Option, plus (B) a premium equal to six percent (6%) of the purchase price so calculated; or (ii ) the option price that would be calculated pursuant to the formula set forth in Paragraph 18.3 of this Lease using the amount of Annual Rent (for the entire year, not just one month) that will be in effect during the last year of the Initial Term.

(b) After Fourth Year. Notwithstanding the time limitations on Lessee’s exercise of this Lease, Lessee may exercise this Option on or after November 1, 2020, and before October 31, 2023, as long as: (a) Lessee is not in default of this Lease, (b) Lessee shall have paid in full and satisfied, without incurring any additional debt or refinancing with Lessor the Note and (c) Lessee shall pay to Lessor a purchase price which shall be calculated as follows: the lesser of (i) the sum of (A) the purchase price calculated pursuant to the formula set forth in Paragraph 18.3 of this Lease using the amount of Annual Rent (for the entire year, not just one month) in effect at the time Lessee proposes to close the purchase of the Leased Premises pursuant to this Option, plus (B) a premium equal to four percent (4%) of the purchase price so calculated; or (ii) the option price that would be calculated pursuant to the formula set forth in Paragraph 18.3 of this Lease using the amount of Annual Rent (for the entire year, not just one month) that will be in effect during the last year of the Initial Term.

ARTICLE XIX: MISCELLANEOUS

19.1 Holding Over. If Lessee holds over beyond the expiration of the Term, Lessee shall occupy the Premises as a lessee at will on a month-to-month basis upon all of the terms and conditions of this Lease, but shall pay to Lessor each month that it holds over, the sum of one hundred fifty percent (150.0%) of the Annual Rent for the last month prior to such expiration, plus Additional Rent as set forth in this Lease.

19.2 Severability. If any provisions of this Lease shall be determined to any extent to be void or unenforceable by any court of competent jurisdiction, the remainder of this Lease shall not be affected thereby, and each other provision of this Lease shall be valid and enforced to the full extent permitted by law.

19.3 No Waivers. The failure of Lessor or Lessee to insist upon the strict performance of any obligation of the other under this Lease, or to exercise any right, power, or remedy consequent upon a breach hereof, shall not constitute a waiver or relinquishment of any such obligation. A receipt of Annual Rent or Additional Rent by Lessor, or a payment of Annual Rent or Additional Rent by Lessee, with knowledge or the breach of any obligation hereunder, shall not constitute a waiver or relinquishment of any such obligation.

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19.4 Remedies Cumulative. Except as expressly set forth in this Lease, the specific remedies to which Lessor or Lessee may resort are cumulative and are not intended to be exclusive of any other remedies or means of redress to which they may be entitled in law or in equity.

19.5 Modifications in Writing. This Lease may not be amended in any way, and no such purported amendment shall be effective, except by a writing executed by Lessor and Lessee.

19.6 Entire Agreement. This Lease contains all of the agreements of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, agreements, and other dealings between them with respect to the same. Any representation, warranty, condition, understanding or agreement of any kind with respect to the subject matter of this Agreement not contained in this Agreement or in the shall not be of any force or effect and shall not be relied upon by any party.

19.7 Headings. The headings of the paragraphs of this Agreement are for convenience of reference only, are not to be considered a part hereof, and shall have no bearing on the construction or interpretation of this Agreement.

19.8 Notices. Any notice, consent, request, demand, or other communication given, or required to be given under this Lease, shall be effective only if given in writing, sent by (a) nationally recognized, overnight courier service, delivery fee prepaid, (b) registered or certified mail, return receipt requested, postage prepaid, or (c) delivered by hand, if to Lessor, to Lessor’s Address set forth in the cover of this Lease; and if Lessee, to Lessee’s Address as set forth in the cover of this Lease, or to such other address as either party may specify to the other by written notice. Any such notice, approval, consent, request, demand, or election shall be deemed to have been given upon receipt, or if receipt is refused, then when delivery was attempted.

19.9 Binding Effect. The terms, covenants and conditions contained in this Lease shall bind and inure to the benefit of Lessor and Lessee, and except as otherwise provided herein, their respective successors and assigns.

19.10 Submission Not an Offer. The submission of this Lease or a summary of any of its provisions for examination and review, does not constitute an offer to lease on the terms of this Lease or those provisions, and this Lease shall not be effective or binding on Lessor or Lessee until execution and delivery by both.

19.11 Memorandum of Lease. Neither party hereto shall record this lease, provided however, the parties agree to execute a memorandum hereof in the public records of each jurisdiction where a tract comprising the Leased Premises is located.

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19.12 Attorney’s Fees. Whenever Lessor or Lessee shall be in default of the Lease, and such default shall cause either party to incur damages or expenses, such damages or expenses so incurred, with legal interest, and including penalties, costs and reasonable attorneys’ fees, may be added to or deducted from the next accruing rental payment(s) due.

19.13 Prevailing Parties. In the event Lessor or Lessee is required to obtain the services of an attorney to enforce the provisions of this Lease resulting in litigation, the prevailing party shall be entitled to reimbursement by the other of its reasonable attorney’s fees and costs.

19.14 Exhibits. The following exhibit(s) is (are) a part of this Lease and incorporated herein by reference:

19.15 Recitals Made Part of Agreement. The recital of facts on the first page of this instrument is hereby made a part of this Lease as if fully set forth herein.

19.16 Execution. This Lease may be simultaneously executed in duplicate counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.

19.17 Time of Essence. Time is expressly declared to be of the essence of this Lease.

19.18 Compliance with Laws and Regulations. Lessee shall, at its own expense, comply with all laws, orders and requirements of all governmental entities concerning the use and occupancy of the Leased Premises.

19.19 Governing Law. This Lease shall be interpreted and construed under and in accordance with the laws of the State of Massachusetts.

(Signatures Presented on the Following Pages)

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IN WITNESS WHEREOF, the parties have caused their authorized agents to execute this Agreement on the day and year first above written.

Lessor:
PFMG HOLDINGS, L.L.C., a Georgia Limited
Liability Company
By:	/s/ Jeffrey Boutwell
	Jeffrey Boutwell

Signed, Sealed and Delivered in the Presence of:
Unofficial Witness
/s/ Kristine m Kearneey
Notary Public, Dekalb county, GA
[NOTARY SEAL]
My Commission Expires: June 10, 2019

(Signatures Continued on Next Page)

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Lessee:
PFMG VI, DBA PREMIER FUNERAL MANAGEMENT GROUP VI, LLC, a Delaware Limited Liability company
By:	/s/ Barry Bedford
	Barry Bedford, Its CEO and Authorized Agent
	[COMPANY SEAL]

Signed, Sealed and Delivered in the Presence of:

Unofficial Witness

/s/ Pamela Marie Miceli

Notary Public, ________ County, Hamilton

[NOTARY SEAL]

My Commission Expires: April 19, 2024

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EXHIBIT A

TO LEASE AGREEMENT

BETW EN PFMG HOLDINGS, L.L.C., AS LESSOR, AND

PFMG VI, DBA PREMIER FUNERAL MANAGEMENT GROUP VI, LLC, AS LESSEE,

DATED NOVEMBER 1, 2016

(Legal Description of Leased Premises)

(Smith-Mallahy-Masciarelli Funeral Home, Inc. & Affiliates, 225, 243 and 253 Water Street Fitchburg, Massachusetts 123 Main Street, Westminster, Massachusetts, and 763 Massachusetts Avenue Lunenburg, Massachusetts)

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EX1A-7 ACQ AGMT

Exhibit 7.1

PLAN OF CONVERSION

This Plan of Conversion (this “Plan of Conversion”) is made and adopted effective as of February 1, 2020 to convert PF Management Services, LLC, a Delaware limited liability company (the “Company”), into Remembrance Group, Inc., a Delaware corporation (the “Corporation”), pursuant to Section 265 of the Delaware General Corporation Law (the “DGCL”) and Section 18-216 of the Delaware Limited Liability Company Act (the “DLLCA”).

BACKGROUND

A. The Company was formed on December 11, 2012, by the filing of Certificate of Formation with the Delaware Secretary of State (the “Certificate of Formation”).

B. Conversion of a Delaware limited liability company into a Delaware corporation is permitted under Section 265 of the DGCL and Section 18-216 of the DLLCA.

C. For federal income tax purposes, the Company has elected or will elect to be taxed as an association effective January 1, 2020, in accordance with Rev. Rul. 2004-59. Furthermore, it is intended that the Conversion (as defined below) qualify as a tax-free reorganization pursuant to Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder, and that this Plan of Conversion constitute such a plan of reorganization.

D. The Board of Managers and a majority of the Members of the Company have (i) determined it to be in the best interests of the Company and its members (the “Members”) that the Company be converted from a Delaware limited liability company into a Delaware corporation (the “Conversion”); and (ii) approved this Plan of Conversion.

AGREEMENT

NOW, THEREFORE, in consideration of the several and mutual promises, agreements, covenants, understandings, undertakings, representations, and warranties hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company does hereby adopt this Plan of Conversion to effectuate the Conversion as follows:

1. Approval; Conversion. In accordance with Section 265(h) of the DGCL, Section 18-216 of the DLLCA, and that certain Third Amended and Restated Limited Liability Company Agreement of the Company, dated August 8, 2017 (as amended, the “LLC Agreement”), the Board of Managers and at least a majority of the Members have approved the Conversion in accordance with the terms of this Plan of Conversion and applicable law. At the Effective Time (as defined below), the Company shall convert into the Corporation.

2. Terms and Conditions of Conversion.

(a) Pursuant to Section 265 of the DGCL, the Conversion shall become effective on the date and at the time (the “Effective Time”) on which the Certificate of Conversion, in substantially the form attached hereto as Exhibit A (the “Certificate of Conversion”), and the Certificate of Incorporation, in substantially the form attached hereto as Exhibit B (the “Certificate of Incorporation”), are filed with the Delaware Secretary of State, which is intended to be February 1, 2020.

(b) All of the membership interests, membership units, and other securities of the Company shall be automatically converted into shares of capital stock or other securities of the Corporation in accordance with Section 5 below and shall have the rights, preferences, and privileges described in the Corporation’s Certificate of Incorporation.

3. Certificate of Incorporation. The Certificate of Incorporation shall be filed with the Delaware Secretary of State at the time of the filing of the Certificate of Conversion. Immediately following the filing of the Certificate of Incorporation, the Certificate of Formation and the LLC Agreement shall be terminated and be of no further force or effect.

4. Directors; Bylaws. The initial directors of the Corporation shall be Dennis L. Smith, Michael Margolies, David J. DeCarlo, Ian Beadle, and Poul LeMasters (the “Directors”), to serve until each of his or her respective successors is duly elected and qualified or until their earlier death, resignation, or removal. Immediately following the Effective Time, the Directors shall adopt Bylaws of the Corporation in the form attached hereto as Exhibit C (the “Bylaws”).

5. Manner and Basis of Converting Membership Interests, Membership Units, and other Securities of the Company into Capital Stock and Other Securities of the Corporation.

(a) Conversion of Securities. At the Effective Time, the membership interests, membership units, and other securities of the Company held by the Members shall be converted into shares of capital stock and other securities of the Corporation with the rights, privileges, and preferences set forth in the Corporation’s Certificate of Incorporation. The manner and basis of converting or exchanging issued membership interests, membership units, and other securities of the Company into shares of capital stock and other securities of the Corporation shall be as follows:

(i) each of Common Unit that is issued and outstanding immediately prior to the Effective Time shall, by virtue of the Conversion and without further action by the Corporation or the holders of the Common Units, be converted into one share of Common Stock, par value $0.0001 per share, of the Corporation as set forth on Exhibit D attached hereto; and

(ii) the Warrant to purchase Common Units that is issued and outstanding immediately prior to the Effective Time shall, by virtue of the Conversion and without further action by the Corporation or the holder of the Warrant, be converted into a Warrant to purchase Common Stock, par value $0.0001 per share, of the Corporation as set forth on Exhibit D attached hereto.

(b) Exempted Share Issuance. The securities of the Corporation deemed issued pursuant to this Plan of Conversion are intended to be issued pursuant to a “private placement” exemption or exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated under the Securities Act and exemptions from qualification under applicable state securities laws. It is intended that the Corporation shall comply with all applicable provisions of, and rules under, the Securities Act and applicable state securities laws in connection with the offering and issuance of the Shares pursuant to this Plan of Conversion. Such securities will be “restricted securities” under the federal and state securities laws and cannot be offered or resold except pursuant to registration under the Securities Act or an available exemption from registration.

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6. Effect of Conversion. Upon the Effective Time, the Corporation shall, for all purposes of the DGCL, be deemed to be the same entity as the Company. The Conversion shall not be deemed a dissolution of the Company. All of the rights, privileges, and powers of the Company, and all assets, property (real, personal, and mixed), patents, trademarks, licenses, registration, and other assets of every kind and description and all debts due to the Company, as well as all other things and causes of action belonging to the Company, shall remain vested in the Corporation and shall be the property of the Corporation and the title to any real property vested by deed or otherwise in the Company shall not revert or be in any way impaired by reason of the Conversion. All rights of creditors and all liens upon any property of the Company shall be preserved unimpaired, and all debts, liabilities, and duties of the Company shall remain attached to the Corporation, and may be enforced against it to the same extent as if said debts, liabilities, and duties had originally been incurred or contracted by the Corporation. All proceedings pending against the Company may be continued as if the Conversion had not occurred or the Corporation may be substituted in the proceeding for the Company. At any time, or from time to time, after the Effective Time, the officers of the Corporation, may, in the name of the Company, execute and deliver or cause to be executed and delivered all such deeds and instruments and to take or cause to be taken such further or other action as the Corporation may deem necessary or desirable in order to vest in and conform to the Corporation title to and possession of any property of the Company acquired or to be acquired by reason of or as a result of the Conversion herein provided for and otherwise to carry out the intents and purposes hereof.

7. Termination of Equity Incentive Plan. Upon the Effective Time, the Company’s Equity Incentive Plan described in the LLC Agreement shall be terminated and no membership interests, membership units, or other securities of the Company or capital stock or other securities of the Corporation shall be reserved for issuance under such terminated Equity Incentive Plan.

8. Amendment or Termination. This Plan of Conversion may be amended or terminated and abandoned by either the Board of Managers of the Company or the Board of Directors of Corporation at any time prior to the Effective Time; provided, however, that, an amendment made subsequent to the adoption of this Plan of Conversion shall not: (a) alter or change the amount or kind of shares, securities, cash, property, and/or rights to be received in exchange for or on conversion of all or any of the shares of any class or series thereof of such constituent entity; (b) alter or change any term of the Certificate of Incorporation of the Corporation to be effected by the Conversion; or (c) alter or change any of the terms and conditions of this Plan on Conversion if such alteration or change would adversely affect the holders of any class or series thereof of such constituent entity. If this Plan of Conversion is terminated, no party or their respective officers, directors, shareholders, members, or authorized representatives shall have any liability of any nature whatsoever under this Plan of Conversion. To the extent that any provision of this Plan of Conversion conflicts with any provision(s) of the Certificate of Formation or the LLC Agreement, as amended, this Plan of Conversion hereby amends and supersedes the Certificate of Formation or the LLC Agreement, as amended.

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9. No Third Party Beneficiaries. This Plan of Conversion shall not confer any rights or remedies upon any person or entity other than the parties hereto and their respective successors and permitted assigns.

10. Successors or Assigns. This Plan of Conversion shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns, provided that this Plan of Conversion may be assigned by operation of law or otherwise by any party without the consent of the other parties.

11. Entire Agreement. This Plan of Conversion contains the entire agreement between the parties hereto with respect to the transactions contemplated herein and supersedes all prior agreements and understandings, whether written or oral, between the parties hereto with respect to the subject matter of this Plan of Conversion.

12. Governing Law. This Plan of Conversion shall be governed by and construed under the laws of the State of Delaware as applied to agreements among Delaware residents entered into and to be performed entirely within Delaware.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Plan of Conversion has been adopted by the Company effective as the date first written above.

COMPANY:
PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company
By:
Name:	Dennis L. Smith
Title:	Chief Executive Officer

Signature Page to Plan of Conversion of PF Management Services, LLC

EXHIBIT A

CERTIFICATE OF CONVERSION

[TO BE ATTACHED]

EXHIBIT B

CERTIFICATE OF INCORPORATION

[TO BE ATTACHED]

EXHIBIT C

BYLAWS

[TO BE ATTACHED]

EX1A-11 CONSENT

Exhibit 11.1

Consent of Independent Registered Public Accounting Firm

Remembrance group, Inc.

Naples, Florida

We consent to the use in this Offering Statement on Form 1-A of our report dated March 5, 2020 relating to the consolidated financial statements of PF Management Services, LLC appearing in the Offering Circular, which is part of this Offering Statement. We also consent to the reference to us under the caption “Experts” in the Offering Circular.

/s/ Somerset CPA’s, P.C.

Indianapolis, Indiana

March 13, 2020