SECOND AMENDMENT TO NOMINATION AND DIRECTOR VOTING AGREEMENTNomination and Director Voting Agreement • June 28th, 2019 • Axar Capital Management L.P. • Services-personal services
THIS SECOND AMENDMENT TO NOMINATION AND DIRECTOR VOTING AGREEMENT (this “Amendment”) is entered into on June 27, 2019 (the “Execution Date”), by and among StoneMor GP LLC, a Delaware limited liability company and the general partner of the Partnership (“GP”), Axar Capital Management, LP, a Delaware limited partnership (“Axar”), Axar GP LLC, a Delaware limited liability company (“Axar GP”), Axar Master Fund, Ltd., a Cayman Islands exempted limited partnership (together with Axar and Axar GP, the “Axar Entities”), StoneMor GP Holdings, LLC, a Delaware limited liability company (“GP Holdings”), and Robert B. Hellman, Jr., as trustee under the Voting and Investment Trust Agreement for the benefit of American Cemeteries Infrastructure Investors LLC (“ACII,” and, together with GP Holdings, the “ACII Entities” and, collectively with the Axar Entities, the “Principal Stockholders”). The Principal Stockholders and GP are referred to herein as the “Parties” and each as a “Party.”
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STONEMOR GP LLC, A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF JUNE 27, 2019Limited Liability Company Agreement • June 28th, 2019 • Axar Capital Management L.P. • Services-personal services • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of STONEMOR GP LLC, a Delaware limited liability company (the “Company”), dated as of June 27, 2019 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by the Class A Member and the Special Member (each as defined below).
