Form of Exchange AgreementExchange Agreement • May 3rd, 2018 • Carriage Services Inc • Services-personal services • New York
The undersigned beneficial owner of Carriage Services, Inc.’s (the “Company”) 2.75% Convertible Subordinated Notes due 2021, CUSIP 143905 AM9 (the “Notes”) hereby agrees with the Company to exchange the Notes for shares (the “Exchange Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and the Cash Consideration (as defined below), pursuant to the terms and conditions of this Exchange Agreement. The undersigned understands that this exchange (the “Exchange”) is being made without registration of the Exchange Shares under the Securities Act of 1933, as amended (the “Securities Act”), or any securities laws of any state of the United States or of any other jurisdiction, and is being made only to beneficial owners of Notes who are both “accredited investors” (as defined in Rule 501 of Regulation D under the Securities Act) and “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) in reliance on a private placement exemption
