United States Uses in No Registration Required Clause

No Registration Required 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).

No Registration Required. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 4.5 and Section 4.6, the issuance and sale of the Purchased Units pursuant to this Agreement is exempt from registration requirements of the Securities Act, and neither the Partnership nor, to the knowledge of the Partnership, any authorized Representative acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption.