Joinder to Amended and Restated Note Purchase Agreement and Finance Documents



 EXHIBIT 10.2 
 JOINDER TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT AND
FINANCE DOCUMENTS 
 This JOINDER TO AMENDED AND
RESTATED NOTE PURCHASE AGREEMENT AND FINANCE DOCUMENTS (this “Joinder”), is dated this 21st day of December, 2007, by and among StoneMor Arkansas
Subsidiary LLC, an Arkansas limited liability company, StoneMor California, Inc., a California corporation, StoneMor California Subsidiary, Inc., a California corporation, StoneMor Florida Subsidiary LLC, a Florida limited liability company,
StoneMor Hawaii LLC, a Hawaii limited liability company, StoneMor Hawaii Subsidiary LLC, a Hawaii limited liability company, StoneMor Iowa LLC, an Iowa limited liability company, StoneMor Iowa Subsidiary LLC, an Iowa limited liability company,
StoneMor Puerto Rico LLC, a Puerto Rico limited liability company, StoneMor Puerto Rico Subsidiary LLC, a Puerto Rico limited liability company, StoneMor South Carolina LLC, a South Carolina limited liability company, StoneMor South Carolina
Subsidiary LLC, a South Carolina limited liability company and StoneMor Tennessee Subsidiary, Inc., a Tennessee corporation, Alderwoods (Ohio) Cemetery Holdings, Inc., an Ohio nonprofit corporation, Highland Memorial Park, Inc., an Ohio nonprofit
corporation, Hillside Memorial Park Association, Inc., an Ohio nonprofit corporation, Northlawn Memorial Gardens, an Ohio nonprofit corporation and Sierra View Memorial Park, a California non-profit corporation (each a “New Issuer”,
and collectively, the “New Issuers”), the other Issuers (as defined below), and the Purchasers (as defined below). 
 BACKGROUND 
 A. Pursuant to that certain Amended and Restated Note Purchase Agreement entered into on August 15, 2007,
by and among StoneMor GP LLC, a Delaware limited liability company (the “General Partner”), StoneMor Partners L.P., a Delaware limited partnership (the “Parent”), StoneMor Operating LLC, a Delaware limited liability
company (the “Company”), the Subsidiaries of the Parent set forth on the signature pages thereto (together with the Company, the “Existing Issuers” and collectively with the New Issuers, the
“Issuers” and together with the General Partner and the Parent, collectively the “Credit Parties”), and the purchasers of notes issued thereunder (the “Purchasers”) (as so amended, and as amended,
modified or otherwise supplemented from time to time, the “Note Purchase Agreement”), the Purchasers agreed, inter alia, to purchase $35,000,000 of the Existing Issuers’ 9.34% Series B Senior Secured Notes due 2012 and
to provide additional credit facilities on a secured basis. 
 B. Pursuant to the Note Purchase Agreement and the Finance Documents, the
Existing Issuers have granted to the Collateral Agent, for the benefit of the Purchasers and other Secured Creditors, a lien on and security interest in substantially all of their property and assets to secure all Secured Obligations. 
 C. The Company and certain of its subsidiaries (collectively, the “Buyers”) entered into an Asset Purchase and Sale Agreement (the
“Purchase Agreement”), dated December 4, 2007, with SCI Funeral Services, Inc., an Iowa corporation, and certain of its subsidiaries 








 
(collectively, the “Sellers”), pursuant to which, as of the closing thereunder the Buyers will purchase certain cemeteries, funeral homes
and other assets of the Sellers (the “Acquired Assets”) for an aggregate consideration of Sixty-Eight Million Dollars ($68,000,000), subject to adjustment, as described and set forth in the Purchase Agreement. 
 D. Each New Issuer will benefit, directly and indirectly, from credit and other financial accommodations extended by the Purchasers to the Issuers.

 Now, therefore, for value received, and in consideration of the purchase of the Series B Notes, and other credit accommodations given or
to be given to the Issuers by the Purchasers from time to time, each New Issuer and each other Credit Party hereby agrees as follows: 
 1.
Except as expressly set forth herein, all capitalized terms used and not defined herein shall have the respective meanings ascribed thereto in the Note Purchase Agreement or the Intercreditor Agreement (as defined in the Note Purchase Agreement), as
applicable. 
 2. Each Issuer represents and warrants that the purchase of the Acquired Assets pursuant to the Purchase Agreement conforms,
or will conform at the time of the related acquisition, in all respects with all the requirements of the Note Purchase Agreement. 
 3. Each
New Issuer acknowledges and agrees that it hereby agrees to join as an “Issuer” under the Note Purchase Agreement, and to join, in the same capacity as the Existing Issuers, in the Series A Notes and the Series B Notes, the Intercreditor
Agreement, the Security Agreement, the Pledge Agreement, and the other Security Documents and Finance Documents. 
 4. This Joinder is
effective upon the date of the New Issuers’ execution and delivery hereof to the Purchasers and upon such execution and delivery, all references in: (a) the Note Purchase Agreement and other Finance Documents to the terms
“Issuer” or “Issuers”; (b) the Pledge Agreement to the terms “Pledgor” or “Pledgors”; and (c) the Security Agreement to the terms “Debtor” and “Debtors”, shall be deemed to
include the New Issuers. Without limiting the generality of the foregoing, each New Issuer hereby affirms all grants (including the grant of a lien and security interest), covenants, agreements, representations, and warranties (except to the extent
expressly relating to an earlier date) contained in the Note Purchase Agreement, the Pledge Agreement, and the Security Agreement, as amended hereby, each and all of which are and shall remain applicable to the Collateral from time to time owned by
the New Issuers or in which any New Issuer from time to time has any rights. Without limiting the foregoing, the New Issuers acknowledge that they have granted to Collateral Agent, for the benefit of the Secured Creditors, a Lien on, among other
things, substantially all of the New Issuers’ property and assets, constituting Collateral of the New Issuers. Nothing contained herein, or in the Joinder to Amended and Restated Credit Agreement and Credit Documents, dated as the date hereof
(the “Credit Agreement Joinder”), shall in any manner impair the priority of the liens and security interests heretofore granted in favor of Collateral Agent under the Security Agreement, the Pledge Agreement or any other Credit
Document. 
 5. The information set forth on Schedule A hereto shall be added to various Annexes to the Pledge Agreement and the
Security Agreement, and such Annexes shall be amended thereby, as provided in the Credit Agreement Joinder. 
  

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 6. In connection with the execution and delivery of this Joinder and the Credit Agreement Joinder, the
Existing Issuers and the New Issuers have delivered to the Noteholders or the Collateral Agent, as appropriate, such deliveries as are required by the Note Purchase Agreement, including, without limitation: (a) certificates representing the
Equity Interest in each New Issuer, together with assignments in blank (or such other similar deliveries as may be appropriate in the reasonable discretion of the Required Holders); (b) allonges joining each New Issuer to each Series A Note and
each Series B Note; (c) a master secretary’s certificate attaching the organizational documents and authorizing resolutions for each New Issuer and any other applicable Credit Party; (d) mortgages, deeds of trust and other real estate
related documentation; (e) the complete executed Purchase Agreement, certified by the Company; and (f) legal opinions with respect to the above deliveries. 
 7. Each New Issuer represents and warrants that upon becoming an Issuer, such New Issuer, as applicable, is in compliance in all material respects, with all representations and warranties, and is and shall be bound by
and agrees to comply with the covenants, contained in the Note Purchase Agreement and other Finance Documents, and is not in default in the performance or observation of any covenant or condition under the Note Purchase Agreement or any Finance
Document. 
 8. Each New Issuer hereby acknowledges and agrees that the Secured Obligations are secured by all of its assets constituting
Collateral according to, and otherwise on and subject to, the terms and conditions of the Security Agreement and the Pledge Agreement to the same extent and with the same force and effect as if such New Issuer had originally been one of the Issuers
under the Note Purchase Agreement and had originally executed the same as such an Issuer. 
 9. Except as specifically modified hereby, all
of the terms and conditions of the Note Purchase Agreement and other Finance Documents shall remain unchanged and in full force and effect. 
 10. Each New Issuer agrees to execute and deliver such further instruments and documents and do such further acts and things as the Required Holders, or the Collateral Agent, may reasonably deem necessary or proper to carry out more
effectively the purposes of this Joinder and the Finance Documents. 
 11. No reference to this Joinder need be made in the Note Purchase
Agreement or in any other Finance Document, and any reference to any Finance Document in any Finance Document shall be deemed a reference to the Finance Documents as modified hereby, and to include this Joinder, allonges and all other documents
executed and delivered in connection herewith. 
 12. This Joinder shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns. 
 13. This Joinder shall be governed by and construed in accordance with the laws of the State of
New York without reference to the choice of law doctrine of the State of New York. 
  

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 14. This Joinder may be executed in any number of counterparts with the same affect as if all of the
signatures on such counterparts appeared on one document and each counterpart shall be deemed an original. 
 15. Each New Issuer hereby
waives acceptance of this Joinder by any of the Secured Creditors. 
 16. The last sentence of Section 23.1 of the Note Purchase
Agreement shall be applicable to all New Issuers that are Controlled Non-Profits and nothing contained in this Joinder is intended to modify the limitations set forth in such last sentence with respect to the liability of such New Issuers or the
Obligations secured by the Collateral of such New Issuers. 
 [Remainder of page intentionally left blank] 
  

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 This Joinder to Amended and Restated Note Purchase Agreement and Finance Documents is hereby delivered,
acknowledged and agreed to as of the date first above written. 
 New Issuers 
 StoneMor Arkansas Subsidiary LLC 
 StoneMor California, Inc. 
 StoneMor California Subsidiary, Inc. 
 StoneMor Florida Subsidiary LLC 
 StoneMor Hawaii LLC 
 StoneMor Hawaii Subsidiary LLC 
 StoneMor Iowa LLC 
 StoneMor Iowa Subsidiary LLC 
 StoneMor Puerto Rico LLC 
 StoneMor Puerto Rico Subsidiary LLC 
 StoneMor South Carolina LLC 
 StoneMor South Carolina Subsidiary LLC

 StoneMor Tennessee Subsidiary, Inc. 
 Alderwoods (Ohio)
Cemetery Holdings, Inc. 
 Highland Memorial Park, Inc. 
 Hillside
Memorial Park Association, Inc. 
 Northlawn Memorial Gardens 
 Sierra View Memorial Park 
  

			
	By:	 	 /s/ Paul Waimberg

		 	 Paul Waimberg, as Vice President of Finance
 for each
of the above-named New Issuers










					
	Credit Parties
		
		 	    STONEMOR GP LLC
			
		 	    By:	 	 /s/ Paul Waimberg

		 		 	Paul Waimberg, Vice President and Assistant Secretary
		
		 	    STONEMOR PARTNERS L.P.
		 	    By:	 	STONEMOR GP LLC
		 		 	its General Partner
			
		 	    By:	 	 /s/ Paul Waimberg

		 		 	Paul Waimberg, Vice President and Assistant Secretary
		
		 	    STONEMOR OPERATING LLC
			
		 	    By:	 	 /s/ Paul Waimberg

		 		 	Paul Waimberg, Vice President and Assistant Secretary








 Additional Credit Parties 
 Alleghany Memorial Park LLC 
 Alleghany Memorial Park Subsidiary, Inc. 
 Altavista Memorial Park LLC 
 Altavista Memorial Park Subsidiary, Inc.

 Arlington Development Company 
 Augusta Memorial Park Perpetual
Care Company 
 Bedford County Memorial Park LLC 
 Bedford County
Memorial Park Subsidiary LLC 
 Bethel Cemetery Association 
 Beth
Israel Cemetery Association of Woodbridge, New Jersey 
 Birchlawn Burial Park LLC 
 Birchlawn Burial Park Subsidiary, Inc. 
 Blue Ridge Memorial Gardens LLC 
 Blue Ridge Memorial Gardens Subsidiary LLC 
 Butler County Memorial Park LLC

 Butler County Memorial Park Subsidiary, Inc. 
 Cedar Hill
Funeral Home, Inc. 
 Cemetery Investments LLC 
 Cemetery
Investments Subsidiary, Inc. 
 Cemetery Management Services, L.L.C. 
 Cemetery Management Services of Mid-Atlantic States, L.L.C. 
 Cemetery Management Services of Ohio, L.L.C. 
 Cemetery Management Services of Pennsylvania, L.L.C. 
 Chartiers Cemetery LLC

 Chartiers Cemetery Subsidiary LLC 
 Clover Leaf Park Cemetery
Association 
 CMS West LLC 
 CMS West Subsidiary LLC 

Columbia Memorial Park LLC 
 Columbia Memorial Park Subsidiary, Inc.

 The Coraopolis Cemetery LLC 
 The Coraopolis Cemetery
Subsidiary LLC 
 Cornerstone Family Insurance Services, Inc. 
 Cornerstone Family Services of New Jersey, Inc. 
 Cornerstone Family Services of West Virginia LLC 
 Cornerstone Family Services of West Virginia Subsidiary, Inc. 
 Cornerstone
Funeral and Cremation Services LLC 
 Covenant Acquisition LLC 
 Covenant Acquisition Subsidiary, Inc. 
 Crown Hill Cemetery Association 
 Eloise B. Kyper Funeral Home, Inc. 
 Glen Haven Memorial Park LLC 
 Glen Haven Memorial Park Subsidiary, Inc. 
  

			
	By:	 	 /s/ Paul Waimberg

		 	 Paul Waimberg, as Vice President of Finance
 for each
of the above-named Credit Parties









 Green Lawn Memorial Park LLC 
 Green Lawn Memorial Park Subsidiary LLC 
 Henlopen Memorial Park LLC 
 Henlopen Memorial Park Subsidiary, Inc. 
 Henry Memorial Park LLC 
 Henry Memorial Park Subsidiary, Inc. 
 J.V. Walker LLC 
 J.V. Walker Subsidiary LLC 
 Juniata Memorial Park LLC 
 Juniata Memorial Park Subsidiary LLC 
 KIRIS LLC 
 KIRIS Subsidiary, Inc. 
 Lakewood/Hamilton Cemetery LLC 
 Lakewood/Hamilton Cemetery Subsidiary, Inc. 
 Lakewood Memory Gardens South
LLC 
 Lakewood Memory Gardens South Subsidiary, Inc. 
 Laurel
Hill Memorial Park LLC 
 Laurel Hill Memorial Park Subsidiary, Inc. 
 Laurelwood Cemetery LLC 
 Laurelwood Cemetery Subsidiary LLC 
 Laurelwood Holding Company 
 Legacy Estates, Inc. 
 Locustwood Cemetery Association 
 Loewen [Virginia] LLC 
 Loewen [Virginia] Subsidiary, Inc. 
 Lorraine Park Cemetery LLC 
 Lorraine Park Cemetery Subsidiary, Inc. 
 Melrose Land LLC 
 Melrose Land Subsidiary LLC 
 Modern Park Development LLC 
 Modern Park Development Subsidiary, Inc. 
 Morris Cemetery Perpetual Care Company 
 Mount Lebanon Cemetery LLC 
 Mount Lebanon Cemetery Subsidiary LLC 
 Mt. Airy Cemetery LLC 
 Mt. Airy Cemetery Subsidiary LLC 
 Oak Hill Cemetery LLC 
 Oak Hill Cemetery Subsidiary, Inc. 
 Osiris Holding Finance Company 
 Osiris Holding of Maryland LLC 
 Osiris Holding of Maryland Subsidiary, Inc. 
 Osiris Holding of Pennsylvania
LLC 
 Osiris Holding of Pennsylvania Subsidiary LLC 
  

			
	By:	 	 /s/ Paul Waimberg

		 	 Paul Waimberg, as Vice President of Finance
 for each
of the above-named Credit Parties









 Osiris Holding of Rhode Island LLC 
 Osiris Holding of Rhode Island Subsidiary, Inc. 
 Osiris Management, Inc. 
 Osiris Telemarketing Corp. 
 Perpetual Gardens.Com, Inc. 
 The Prospect Cemetery LLC 
 The Prospect Cemetery Subsidiary LLC 
 Prospect Hill Cemetery LLC 
 Prospect Hill Cemetery Subsidiary LLC 

PVD Acquisitions LLC 
 PVD Acquisitions Subsidiary, Inc. 
 Riverside Cemetery LLC 
 Riverside Cemetery Subsidiary LLC 
 Riverview Memorial Gardens LLC 
 Riverview Memorial Gardens Subsidiary LLC

 Rockbridge Memorial Gardens LLC 
 Rockbridge Memorial Gardens
Subsidiary Company 
 Rolling Green Memorial Park LLC 
 Rolling
Green Memorial Park Subsidiary LLC 
 Rose Lawn Cemeteries LLC 
 Rose Lawn Cemeteries Subsidiary, Incorporated 
 Roselawn Development LLC 
 Roselawn Development Subsidiary Corporation 
 Russell Memorial Cemetery LLC 
 Russell Memorial Cemetery Subsidiary, Inc. 
 Shenandoah Memorial Park LLC

 Shenandoah Memorial Park Subsidiary, Inc. 
 Southern Memorial
Sales LLC 
 Southern Memorial Sales Subsidiary, Inc. 
 Springhill
Memory Gardens LLC 
 Springhill Memory Gardens Subsidiary, Inc. 
 Star City Memorial Sales LLC 
 Star City Memorial Sales Subsidiary, Inc. 
 Stephen R. Haky Funeral Home, Inc. 
 Stitham LLC 
 Stitham Subsidiary, Incorporated 
 StoneMor Alabama LLC 
 StoneMor Alabama Subsidiary, Inc. 
 StoneMor Colorado LLC 
 StoneMor Colorado Subsidiary LLC 
 StoneMor Georgia LLC 
 StoneMor Georgia Subsidiary, Inc. 
 StoneMor Illinois LLC 
 StoneMor Illinois Subsidiary LLC 
  

			
	By:	 	 /s/ Paul Waimberg

		 	 Paul Waimberg, as Vice President of Finance
 for each
of the above-named Credit Parties









 StoneMor Indiana LLC 
 StoneMor Indiana Subsidiary LLC 
 StoneMor Kansas LLC 
 StoneMor Kansas Subsidiary LLC 
 StoneMor Kentucky LLC 
 StoneMor Kentucky Subsidiary LLC 
 StoneMor Michigan LLC 
 StoneMor Michigan Subsidiary LLC 
 StoneMor Missouri LLC 
 StoneMor Missouri Subsidiary LLC 
 StoneMor North Carolina LLC 
 StoneMor North Carolina Funeral Services, Inc. 
 StoneMor North Carolina Subsidiary LLC 
 StoneMor Oregon LLC 
 StoneMor Oregon Subsidiary LLC 
 StoneMor Pennsylvania LLC 
 StoneMor Pennsylvania Subsidiary LLC 

StoneMor Washington, Inc. 
 StoneMor Washington Subsidiary LLC 

Sunset Memorial Gardens LLC 
 Sunset Memorial Gardens Subsidiary, Inc.

 Sunset Memorial Park LLC 
 Sunset Memorial Park Subsidiary,
Inc. 
 Temple Hill LLC 
 Temple Hill Subsidiary Corporation

 Tioga County Memorial Gardens LLC 
 Tioga County Memorial
Gardens Subsidiary LLC 
 Tri-County Memorial Gardens LLC 
 Tri-County Memorial Gardens Subsidiary LLC 
 Twin Hills Memorial Park and Mausoleum LLC 
 Twin Hills Memorial Park and Mausoleum Subsidiary LLC 
 The Valhalla Cemetery
Company LLC 
 The Valhalla Cemetery Subsidiary Corporation 
 Virginia Memorial Service LLC 
 Virginia Memorial Service Subsidiary Corporation 
 WNCI LLC 
 W N C Subsidiary, Inc. 
 Westminster Cemetery LLC 
 Westminster Cemetery Subsidiary LLC 
 Wicomico Memorial Parks LLC 
 Wicomico Memorial Parks Subsidiary, Inc. 
 Willowbrook Management Corp. 
 Woodlawn Memorial Gardens LLC 
  

			
	By:	 	 /s/ Paul Waimberg

		 	 Paul Waimberg, as Vice President of Finance
 for each
of the above-named Credit Parties









 Woodlawn Memorial Gardens Subsidiary LLC 
 Woodlawn Memorial Park LLC 
 Woodlawn Memorial Park Subsidiary LLC 
  

			
	By:	 	 /s/ Paul Waimberg

		 	 Paul Waimberg, as Vice President of Finance
 for each
of the above-named Credit Parties









 SCHEDULE A 
 ADDITION TO ANNEX C TO SECURITY AGREEMENT 
 SCHEDULE OF LEGAL NAMES, TYPES OF ORGANIZATION (AND WHETHER A REGISTERED
ORGANIZATION AND/OR A TRANSMITTING UTILITY), JURISDICTION OF ORGANIZATION, LOCATION AND ORGANIZATIONAL IDENTIFICATION NUMBERS 
  

											
	 Name of Debtor (Exact Legal Name)
	  	 Jurisdiction of
Organization/
 Location
	  	 Type of
 Organization
	  	 Organizational
 ID Number
	  	Prior Name	  	Successor
By
	 StoneMor Arkansas Subsidiary LLC
	  	Arkansas	  	Limited Liability Company	  	800121002	  	N/A	  	N/A
						
	 StoneMor California, Inc.
	  	California	  	Corporation	  	C3051630	  	N/A	  	N/A
						
	 StoneMor California Subsidiary, Inc.
	  	California	  	Corporation	  	C3051631	  	N/A	  	N/A
						
	 StoneMor Florida Subsidiary LLC
	  	Florida	  	Limited Liability Company	  	L07000105449	  	N/A	  	N/A
						
	 StoneMor Hawaii LLC
	  	Hawaii	  	Limited Liability Company	  	56677 C5	  	N/A	  	N/A
						
	 StoneMor Hawaii Subsidiary LLC
	  	Hawaii	  	Limited Liability Company	  	56820 C5	  	N/A	  	N/A
						
	 StoneMor Iowa LLC
	  	Iowa	  	Limited Liability Company	  	353116	  	N/A	  	N/A
						
	 StoneMor Iowa Subsidiary LLC
	  	Iowa	  	Limited Liability Company	  	353115	  	N/A	  	N/A
						
	 StoneMor Puerto Rico LLC
	  	Puerto Rico	  	Limited Liability Company	  	819	  	N/A	  	N/A

  

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	 Name of Debtor (Exact Legal Name)
	  	 Jurisdiction of
Organization/
 Location
	  	 Type of
 Organization
	  	 Organizational
 ID Number
	  	Prior Name	  	Successor
By
	 StoneMor Puerto Rico Subsidiary LLC
	  	Puerto Rico	  	Limited Liability Company	  	820	  	N/A	  	N/A
						
	 StoneMor South Carolina LLC
	  	South
Carolina	  	Limited Liability Company	  	071025-0124	  	N/A	  	N/A
						
	 StoneMor South Carolina Subsidiary LLC
	  	South Carolina	  	Limited Liability Company	  	071025-0126	  	N/A	  	N/A
						
	 StoneMor Tennessee Subsidiary, Inc.
	  	Tennessee	  	Corporation	  	0561540	  	N/A	  	N/A
						
	 Alderwoods (Ohio) Cemetery Holdings, Inc.
	  	Ohio	  	Not for profit corporation	  	691797	  	Forest Hills
Memorial
Gardens,
Inc.	  	Name
Change
						
	 Highland Memorial Park, Inc.
	  	Ohio	  	Not for profit corporation	  	323052	  	N/A	  	N/A
						
	 Hillside Memorial Park Association, Inc.
	  	Ohio	  	Not for profit corporation	  	132585	  	Ellet
Memorial
Cemetery
Association,
Inc.	  	Name
Change
						
	 Northlawn Memorial Gardens
	  	Ohio	  	Not for profit corporation	  	545880	  	N/A	  	N/A
						
	 Sierra View Memorial Park
	  	California	  	Not for profit corporation	  	129581	  	N/A	  	N/A

  

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 ADDITION TO ANNEX A TO PLEDGE AGREEMENT 
 SCHEDULE OF LEGAL NAMES, TYPES OF ORGANIZATION (AND WHETHER A REGISTERED ORGANIZATION AND/OR A TRANSMITTING UTILITY), JURISDICTION OF ORGANIZATION, LOCATION AND ORGANIZATIONAL IDENTIFICATION NUMBERS 

 

							
	 Pledgor (Exact Legal Name)
	  	 Jurisdiction of
Organization/
 Location
	  	 Type of
 Organization
	  	 Organizational
 ID Number

	 StoneMor Arkansas Subsidiary LLC
	  	Arkansas	  	Limited Liability Company	  	800121002
				
	 StoneMor California, Inc.
	  	California	  	Corporation	  	C3051630
				
	 StoneMor California Subsidiary, Inc.
	  	California	  	Corporation	  	C3051631
				
	 StoneMor Florida Subsidiary LLC
	  	Florida	  	Limited Liability Company	  	L07000105449
				
	 StoneMor Hawaii LLC
	  	Hawaii	  	Limited Liability Company	  	56677 C5
				
	 StoneMor Hawaii Subsidiary LLC
	  	Hawaii	  	Limited Liability Company	  	56820 C5
				
	 StoneMor Iowa LLC
	  	Iowa	  	Limited Liability Company	  	353116
				
	 StoneMor Iowa Subsidiary LLC
	  	Iowa	  	Limited Liability Company	  	353115
				
	 StoneMor Puerto Rico LLC
	  	Puerto Rico	  	Limited Liability Company	  	819
				
	 StoneMor Puerto Rico Subsidiary LLC
	  	Puerto Rico	  	Limited Liability Company	  	820
				
	 StoneMor South Carolina LLC
	  	South Carolina	  	Limited Liability Company	  	071025-0124
				
	 StoneMor South Carolina Subsidiary LLC
	  	South Carolina	  	Limited Liability Company	  	071025-0126
				
	 StoneMor Tennessee Subsidiary, Inc.
	  	Tennessee	  	Corporation	  	0561540
				
	 Alderwoods (Ohio) Cemetery Holdings, Inc.
	  	Ohio	  	Not for profit corporation	  	691797

  

 3 









							
	 Pledgor (Exact Legal Name)
	  	 Jurisdiction of
Organization/
 Location
	  	 Type of
 Organization
	  	 Organizational
 ID Number

	 Highland Memorial Park, Inc.
	  	Ohio	  	Not for profit corporation	  	323052
				
	 Hillside Memorial Park Association, Inc.
	  	Ohio	  	Not for profit corporation	  	132585
				
	 Northlawn Memorial Gardens
	  	Ohio	  	Not for profit corporation	  	545880
				
	 Sierra View Memorial Park
	  	California	  	Not for profit corporation	  	129581

 ADDITION TO ANNEX B TO PLEDGE AGREEMENT 
 LIST OF STOCK INTERESTS 
  

					
	 Entity
	 	 Shares/Units Issued
	 	 Ownership of Equity
 Outstanding

	 StoneMor California Subsidiary, Inc.
	 	100 shares common stock	 	Cornerstone Family Services of West Virginia Subsidiary, Inc., 100% of outstanding equity issued.
			
	 StoneMor California Subsidiary, Inc.
	 	100 shares common stock	 	Cornerstone Family Services of West Virginia Subsidiary, Inc., 100% of outstanding equity issued.
			
	 StoneMor Tennessee Subsidiary, Inc.
	 	100 shares common stock	 	Cornerstone Family Services of West Virginia Subsidiary, Inc., 100% of outstanding equity issued.

  

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 ADDITION TO ANNEX D TO PLEDGE AGREEMENT 
 LIST OF LIMITED LIABILITY INTERESTS 
  

					
	 Entity
	 	 Units Issued
	 	 Ownership of Equity Outstanding

	 StoneMor Arkansas Subsidiary LLC
	 	100 membership units	 	Cornerstone Family Services of West Virginia Subsidiary, Inc.
			
	 StoneMor Florida Subsidiary LLC
	 	100 membership units	 	Cornerstone Family Services of West Virginia Subsidiary, Inc.
			
	 StoneMor Hawaii LLC
	 	100 membership units	 	StoneMor Operating LLC
			
	 StoneMor Hawaii Subsidiary LLC
	 	100 membership units	 	Cornerstone Family Services of West Virginia Subsidiary, Inc.
			
	 StoneMor Iowa LLC
	 	100 membership units	 	StoneMor Operating LLC
			
	 StoneMor Iowa Subsidiary LLC
	 	100 membership units	 	Cornerstone Family Services of West Virginia Subsidiary, Inc.
			
	 StoneMor Puerto Rico LLC
	 	100 membership units	 	StoneMor Operating LLC
			
	 StoneMor Puerto Rico Subsidiary LLC
	 	100 membership units	 	Cornerstone Family Services of West Virginia Subsidiary, Inc.
			
	 StoneMor South Carolina LLC
	 	100 membership units	 	StoneMor Operating LLC
			
	 StoneMor South Carolina Subsidiary LLC
	 	100 membership units	 	Cornerstone Family Services of West Virginia Subsidiary, Inc.

  

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