0001016281-14-000073 Sample Contracts

CARRIAGE SERVICES, INC.
Purchase Agreement • March 19th, 2014 • Carriage Services Inc • Services-personal services • New York

Carriage Services, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Initial Purchasers named in Schedule A hereto (collectively, the “Initial Purchasers,” which term shall also include any initial purchaser substituted as hereinafter provided in Section 11 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to (i) the issue and sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $125,000,000 aggregate principal amount of the Company’s 2.75% Convertible Subordinated Notes due 2021 (the “Initial Securities”) and the grant by the Company to the Initial Purchasers, acting severally and not jointly, of the option to purchase all or any part of an additional $18,750,000 aggregate princ

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CARRIAGE SERVICES, INC. AS ISSUER 2.75% CONVERTIBLE SUBORDINATED NOTES DUE 2021 INDENTURE DATED AS OF MARCH 19, 2014 WILMINGTON TRUST, NATIONAL ASSOCIATION AS TRUSTEE
Carriage Services Inc • March 19th, 2014 • Services-personal services • New York

INDENTURE dated as of March 19, 2014 between Carriage Services, Inc., a Delaware corporation, as issuer (“Company”), and Wilmington Trust, National Association, as trustee (“Trustee”).

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