September 9, 2008 Uses in Definitions Clause

Definitions from Common Unit Purchase Agreement

This COMMON UNIT PURCHASE AGREEMENT, dated as of December 30, 2016 (this Agreement), is by and between STONEMOR PARTNERS L.P., a Delaware limited partnership (the Partnership), and STONEMOR GP HOLDINGS LLC, a Delaware limited liability company (the Purchaser).

Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, for purposes of this Agreement, the Partnership and the Purchaser shall not be deemed to be Affiliates. Agreement has the meaning set forth in the introductory paragraph. Closing has the meaning specified in Section 2.2. Closing Date has the meaning specified in Section 2.2. Commission means the United States Securities and Exchange Commission. Common Unit Price means $8.5731. Common Units has the meaning specified in the recitals. Company Purchase Agreement means the Common Unit Purchase Agreement dated as of the date hereof by and between the Purchaser and American Cemeteries Infrastructure Investors, LLC. Delaware LP Act means the Delaware Revised Uniform Limited Partnership Act. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. General Partner means StoneMor GP LLC, a Delaware limited liability company and the general partner of the Partnership. Governmental Authority means, with respect to a particular Person, any country, state, county, city and political subdivision in which such Person or such Persons Property is located or that exercises valid jurisdiction over any such Person or such Persons Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authority that exercises valid jurisdiction over any such Person or such Persons Property. Unless otherwise specified, all references to Governmental Authority herein with respect to the Partnership mean a Governmental Authority having jurisdiction over the Partnership, its Subsidiaries or any of their respective Properties. Indemnified Party has the meaning specified in Section 6.3. Indemnifying Party has the meaning specified in Section 6.3. Knowledge shall mean, with respect to any party, the actual knowledge of the managers, directors or executive officers of such party or such partys managing member, as applicable. Law means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation. Lien means any interest in Property securing an obligation owed to, or a claim by a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including any lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. Material Adverse Effect means a material adverse effect on (i) the financial condition, business, assets or results of operations of the Partnership Entities and their Subsidiaries, taken as a whole, and (ii) the ability of the Partnership to perform its obligations under this Agreement in full. Notwithstanding the foregoing, a Material Adverse Effect shall not include any effect resulting or arising from: (a) any change in general economic conditions in the industries or markets in which any of the Partnership Entities and their Subsidiaries operate that do not have a disproportionate effect on the Partnership Entities and their Subsidiaries, taken as a whole; (b) any engagement in hostilities pursuant to a declaration of war, or the occurrence of any military or terrorist attack; (c) changes in GAAP or other accounting principles, except to the extent such change has a disproportionate effect on the Partnership Entities and their Subsidiaries, taken as a whole; or (d) the announcement and pendency of the transactions contemplated hereby. NYSE means The New York Stock Exchange, Inc. Outstanding has the meaning set forth in the Partnership Agreement. Partnership has the meaning set forth in the introductory paragraph. Partnership Agreement means the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated September 9, 2008, including any amendments thereto. Partnership Entities and each a Partnership Entity means the General Partner and the Partnership. Partnership Related Parties has the meaning specified in Section 6.2. Person means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other form of entity. Per Un

Definitions from Amended and Restated Registration Rights Agreement

THIS THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (Agreement) is made as of October 25, 2011, by and among Vetinsurance International, Inc., a Delaware corporation (the Company), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an Investor, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a Key Holder. This Agreement amends, restates and supersedes, in its entirety, the Second Amended and Restated Registration Rights Agreement dated May 14, 2010, as previously amended (the Prior Agreement).

Definitions. For purposes of this Agreement: 1.1 Affiliate means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified Person, including without limitation any general partner, officer, director, or manager of such Person and any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person. 1.2 Common Stock means shares of the Companys common stock, par value USD $0.00001 per share. 1.3 Damages means any loss, damage, or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, or liability (or any action in respect thereof) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law. 1.4 Demand Notice means written notice from the Company of a request for registration pursuant to Section 2.1. 1.5 Exchangeable Shares means the Exchangeable Shares of Vetinsurance Ltd., a corporation existing under the laws of the Province of Alberta. 1.6 Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 1.7 Excluded Registration means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. 1.8 Form S-1 means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC. 1.9 Form S-3 means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC. 1.10 Holder means any holder of Registrable Securities who is a party to this Agreement. 1.11 Immediate Family Member means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of a natural person referred to herein. 1.12 Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement. 1.13 IPO means the Companys first underwritten public offering of its Common Stock under the Securities Act. 1.14 Key Holder Registrable Securities means (i) the 130,620 shares of Common Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock) held (or beneficially owned through a trust or retirement account) by the Key Holders, (ii) the shares of Common Stock issuable upon exchange of the 1,146,040 Exchangeable Shares (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Exchangeable Shares) held (or beneficially owned through a trust or retirement account) by the Key Holders, and (iii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of the shares referenced in clauses (i) and (ii) above. 1.15 Person means any individual, corporation, partnership, trust, limited liability company, association or other entity. 1.16 Qualified IPO has the meaning set forth in the Companys Amended and Restated Certificate of Incorporation, as may be amended from time to time. 1.17 Registrable Securities means (i) the Common Stock issuable or issued upon conversion of the Ser

Definitions from Common Unit Purchase Agreement

This COMMON UNIT PURCHASE AGREEMENT, dated as of May 19, 2014 (this Agreement), is by and between STONEMOR PARTNERS L.P., a Delaware limited partnership (the Partnership), and American Cemeteries Infrastructure Investors, LLC (the Purchaser).

Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Agreement has the meaning set forth in the introductory paragraph. Business Day means a day other than (i) a Saturday or Sunday or (ii) any day on which banks located in New York, New York are authorized or obligated to close. Closing has the meaning specified in Section 2.2. Closing Date has the meaning specified in Section 2.2. Commission means the United States Securities and Exchange Commission. Common Unit Price means $24.38. Common Units has the meaning specified in the recitals. Delaware LP Act means the Delaware Revised Uniform Limited Partnership Act. Distribution Units means any Common Units issued in kind as a distribution pursuant to Section 3.2. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. General Partner means StoneMor GP LLC, a Delaware limited liability company and the general partner of the Partnership. Governmental Authority means, with respect to a particular Person, any country, state, county, city and political subdivision in which such Person or such Persons Property is located or that exercises valid jurisdiction over any such Person or such Persons Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authority that exercises valid jurisdiction over any such Person or such Persons Property. Unless otherwise specified, all references to Governmental Authority herein with respect to the Partnership mean a Governmental Authority having jurisdiction over the Partnership, its Subsidiaries or any of their respective Properties. Indemnified Party has the meaning specified in Section 6.3. Indemnifying Party has the meaning specified in Section 6.3. Knowledge shall mean, with respect to any party, the actual knowledge of the managers, directors or executive officers of such party or such partys managing member, as applicable. Law means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation. Lien means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including any lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. Material Adverse Effect means a material adverse effect on (i) the financial condition, business, assets or results of operations of the Partnership Entities and their Subsidiaries, taken as a whole, and (ii) the ability of the Partnership to perform its obligations under the Operative Documents in full. Notwithstanding the foregoing, a Material Adverse Effect shall not include any effect resulting or arising from: (a) any change in general economic conditions in the industries or markets in which any of the Partnership Entities and their Subsidiaries operate that do not have a disproportionate effect on the Partnership Entities and their Subsidiaries, taken as a whole; (b) any engagement in hostilities pursuant to a declaration of war, or the occurrence of any military or terrorist attack; (c) changes in GAAP or other accounting principles, except to the extent such change has a disproportionate effect on the Partnership Entities and their Subsidiaries, taken as a whole; or (d) the announcement and pendency of the transactions contemplated hereby. NYSE means The New York Stock Exchange, Inc. Operating Company means StoneMor Operating LLC, a Delaware limited liability company. Operative Documents means, collectively, this Agreement, the Registration Rights Agreement and any amendments, supplements, continuations or modifications thereto. Outstanding has the meaning set forth in the Partnership Agreement. Partnership has the meaning set forth in the introductory paragraph. Partnership Agreement means the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated September 9, 2008, including any amendments thereto. Partnership Entities and each a Partnership Entity means the General Partner, the Partnership, and the Operating Company. Partnership Related Parties has the meaning specified in Section 6.2. Per

Definitions from Amended and Restated Registration Rights Agreement

THIS THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (Agreement) is made as of October 25, 2011, by and among Vetinsurance International, Inc., a Delaware corporation (the Company), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an Investor, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a Key Holder. This Agreement amends, restates and supersedes, in its entirety, the Second Amended and Restated Registration Rights Agreement dated May 14, 2010, as previously amended (the Prior Agreement).

Definitions. For purposes of this Agreement: 1.1 Affiliate means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified Person, including without limitation any general partner, officer, director, or manager of such Person and any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person. 1.2 Common Stock means shares of the Companys common stock, par value USD $0.00001 per share. 1.3 Damages means any loss, damage, or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, or liability (or any action in respect thereof) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law. 1.4 Demand Notice means written notice from the Company of a request for registration pursuant to Section 2.1. 1.5 Exchangeable Shares means the Exchangeable Shares of Vetinsurance Ltd., a corporation existing under the laws of the Province of Alberta. 1.6 Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 1.7 Excluded Registration means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. 1.8 Form S-1 means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC. 1.9 Form S-3 means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC. 1.10 Holder means any holder of Registrable Securities who is a party to this Agreement. 1.11 Immediate Family Member means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of a natural person referred to herein. 1.12 Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement. 1.13 IPO means the Companys first underwritten public offering of its Common Stock under the Securities Act. 1.14 Key Holder Registrable Securities means (i) the 130,620 shares of Common Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock) held (or beneficially owned through a trust or retirement account) by the Key Holders, (ii) the shares of Common Stock issuable upon exchange of the 1,146,040 Exchangeable Shares (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Exchangeable Shares) held (or beneficially owned through a trust or retirement account) by the Key Holders, and (iii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of the shares referenced in clauses (i) and (ii) above. 1.15 Person means any individual, corporation, partnership, trust, limited liability company, association or other entity. 1.16 Qualified IPO has the meaning set forth in the Companys Amended and Restated Certificate of Incorporation, as may be amended from time to time. 1.17 Registrable Securities means (i) the Common Stock issuable or issued upon conversion of the Ser

DEFINITIONS from Promissory Note Secured by Deed of Trust

DEFINITIONS. For the purposes of this Note, the following terms shall have the following meanings: Additional Advance shall have the meaning set forth in Section 5 of Exhibit A to this Note. Advance shall mean the Initial Advance and any Additional Advance. Borrowers Equity Contribution shall mean an amount equal to the difference between (x) the amount payable by Borrower under the Purchase Agreement on the date of closing of the purchase and sale of the Property (as set forth in Section 2(iii) of the Purchase Agreement), together with all additional amounts to be paid by Borrower in order to close the transactions contemplated by the Purchase Agreement minus (y) the Initial Advance. Business Day shall mean any day other than a Saturday, Sunday, legal holiday or other day on which commercial banks in California are authorized or required by law to close. All references in this Note to a day or a date shall be to a calendar day unless specifically referenced as a Business Day. Business Plan shall have the meaning set forth in Section 6 of Exhibit A to this Note. Cap-Ex, Leasing Costs and Interest Reserve Budget shall mean the budget attached hereto as Exhibit C (as such budget may be modified from time to time with Lenders approval, which may be given or withheld in its sole discretion). Debt Service shall mean, with respect to any particular period of time, scheduled interest payments due under the Note. Debt Service Coverage Ratio shall mean the ratio, as determined by Lender, of (a) Net Operating Income from the Property, to (b) an amount equal to the Debt Service that would be due for the twelve (12) calendar month period immediately following such calculation. Default shall have the meaning set forth in the Deed of Trust. Effective Date shall mean the earlier of (a) the date the Deed of Trust is recorded in the Office of the County Recorder of the county where the Property is located and (b) the date Lender authorizes the proceeds of the Initial Advance to be released to Borrower. First Extended Maturity Date shall mean December 19, 2011. First Extension Term shall mean the period beginning on December 19, 2010 and ending on the First Extended Maturity Date. First Option to Extend shall mean Borrowers option, subject to the terms and conditions of Section 3 of Exhibit A to this Note, to extend the term of the Loan from the Original Maturity Date to the First Extended Maturity Date. Hazardous Materials Indemnity Agreement shall mean that certain Hazardous Materials Indemnity Agreement by Borrower and Limited Guarantor to and for the benefit of Lender. Initial Advance shall mean the initial advance under the Loan in an amount equal to Eight Million Two Hundred Ninety Thousand and No/100 Dollars ($8,290,000.00). Initial Advance Disbursement Date shall mean the date upon which the proceeds of the Initial Advance are funded into escrow in connection with the closing of the Loan. Limited Guarantor shall mean Gregory A. Fowler, Trustee of the Gregory A. Fowler Living Trust. Limited Guaranty shall mean that certain limited guaranty by Limited Guarantor to and for the benefit of Lender. Loan Documents shall mean the documents listed in Exhibit B attached hereto and incorporated herein by this reference. Maturity Date shall mean, as applicable, either (i) the Original Maturity Date, (ii) the First Extended Maturity Date, if the Original Maturity Date is extended as provided for herein or (iii) the Second Extended Maturity Date, if the First Extended Maturity Date is extended as provided for herein. Maximum Loan Amount shall mean an amount equal to Eleven Million Four Hundred Forty Thousand and No/100 Dollars ($11,440,000.00) Net Operating Income shall mean the annualized amount of (i) all rents from approved, executed leases, and all other revenues and income, derived from the Property and expected to be received for the first 90 days of the extension period in question, less (ii) all estimated ordinary and necessary operating expenses applicable to the Property for the first 90 days of the extension period in question (including, but not limited to, estimated expenses for utilities, administration, cleaning, landscaping, security, repairs and maintenance, ground rent payments, if any, management fees, fully assessed (or estimated fully assessed) real estate and other taxes and assessments and insurance premiums, but excluding from any such expenses any deductions for federal, state and other income taxes, debt service, depreciation or amortization of capital expenditures [including leasing commissions, tenant improvements, and other leasing costs] and other similar non-cash items). Note Rate shall mean a fixed rate of seven percent (7.0%) per annum. Operating Expenses shall mean all reasonable operating expenses of the Property, including, without limitation, those for maintenance, repairs, annual taxes or payments in lieu of taxes, insurance (but not the cost of terrorism insurance), utilities and other annual expenses (bu