EX-10.1


 Exhibit 10.1 

Form of Exchange Agreement 
 May 2,
2018 
 Carriage Services, Inc. 
 3040 Post Oak Blvd., Suite
300 
 Houston, TX 77058 
 Attn: Carl B. Brink 

 

	 	Re:	Carriage Services, Inc. Exchange of 2.75% Convertible Subordinated Notes due 2021 (CUSIP 143905 AM9)  


Ladies and Gentlemen: 
 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 from registration under the Securities Act. 

1.    Exchange Consideration. Subject to the terms and conditions of this Exchange Agreement, the undersigned
hereby agrees to exchange an aggregate principal amount of the Notes set forth on the signature page hereto for the consideration in the amount and form as follows (the “Consideration”): 

(a)    Cash Consideration: $[    ] in aggregate, representing an amount of cash in
United States dollars equal to [    ] per $1,000 principal amount of Notes exchanged (the “Cash Consideration”); and 

(b)    Exchange Shares: [    ] Exchange Shares, representing a number of Exchange
Shares equal to [    ] per $1,000 principal amount of Notes exchanged (with the aggregate number of Exchange Shares delivered to the undersigned in respect of all of its Notes validly submitted for exchange rounded down to the
nearest whole Exchange Share). 
 The Exchange shall occur in accordance with the procedures described in Section 3
hereof. 
 2.    The Closing. The closing of the Exchange (the “Closing”) shall take
place at the offices of Porter Hedges LLP at 10:00 a.m. Houston, Texas time on May 7, 2018, or at such other time and place as the Company and the undersigned may mutually agree (the “Closing Date”). 

  
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 3.    Exchange. Subject to the terms and conditions of this Exchange
Agreement, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company, all right, title and interest in such portion of the Notes as is indicated on the signature page hereto, waives any and all other rights with
respect to such Notes, and releases and discharges the Company from any and all claims the undersigned may now have, or may have in the future, arising out of, or related to, such Notes, including, without limitation, any claims arising from any
existing or past defaults, or any claims that the undersigned is entitled to receive any accrued and unpaid interest or additional interest with respect to the Notes. 

The Depository Trust Company (“DTC”) will act as securities depository for the Exchange Shares. On or prior to 12:00
p.m. New York City time on the business day immediately preceding the Closing Date, (i) the undersigned agrees to direct the eligible DTC participant through which the undersigned holds a beneficial interest in the Notes to submit a one-sided withdrawal instruction through DTC’s Deposits and Withdrawal at Custodian (“DWAC”) program to Wilmington Trust, National Association, in its capacity as trustee of the Notes
(the “Trustee”), for the aggregate principal amount of the Notes to be exchanged pursuant to this Exchange Agreement (the “DWAC Withdrawal”) and (ii) the Company shall provide an executed
cancellation order (in the form of Exhibit C) to the Trustee corresponding to each DWAC Withdrawal (each a “Cancellation Order”) and each such Cancellation Order shall be held in escrow by the Trustee pending release by the
Company on the Closing Date as described in the immediately succeeding paragraph. 
 On or prior to 9:00 a.m. New York City time on the
Closing Date, the Company will (i) submit, through the DWAC Online System of American Stock Transfer & Trust Company, LLC, acting as the Company’s Transfer Agent for the Common Stock (the “Transfer Agent”),
a deposit instruction for the aggregate number of Exchange Shares (the “Exchange Shares DWAC Deposit”) and (ii) provide email notification to the Trustee that each Cancellation Order is released from escrow. Upon receipt
of such email, the Trustee shall process the DWAC Withdrawals in accordance with the Cancellation Orders and shall provide email notification to the Company of each DWAC Withdrawal it processes. In the event that any DWAC Withdrawal corresponding to
a Cancellation Order has not been posted by 4 p.m., New York City time, on the Closing Date, the Trustee shall notify the Company by email and the Cancellation Order for such DWAC Withdrawal shall be deemed revoked and an updated Cancellation Order
with an updated cancellation date shall be provided by the Company. The Exchange Shares will not be delivered until a valid DWAC Withdrawal of the Notes has been received by the Trustee. In the event the Closing does not occur, any Notes submitted
for DWAC Withdrawal will be returned to the DTC participant that submitted the withdrawal instruction in accordance with the procedures of DTC. 

On the Closing Date, subject to satisfaction of the conditions precedent specified in this Exchange Agreement and the prior receipt of the
DWAC Withdrawal conforming with the aggregate principal amount of the Notes to be exchanged, the Company hereby agrees to (i) transfer by wire of immediately available funds to the account of the undersigned at a bank in the


  
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United States of America provided by the undersigned as Exhibit A to this Exchange Agreement all Cash Consideration on the Notes to be exchanged; and (ii) issue the
Exchange Shares, and direct the Transfer Agent to accept the Exchange Shares DWAC Deposit conforming with the aggregate number of Exchange Shares to be issued in the Exchange and deliver the Exchange Shares (or comply with such other settlement
procedures mutually agreed in writing by the undersigned, the Company and the Transfer Agent). If (a) the Trustee or Transfer Agent is unable to locate the DWAC Withdrawal or the Exchange Shares DWAC Deposit or (b) the DWAC Withdrawal or
Exchange Shares DWAC Deposit does not conform with the Notes or the Exchange Shares, respectively, to be exchanged pursuant to this Exchange Agreement, the Company will promptly notify the undersigned. 

All questions as to the form of all documents and the validity and acceptance of the Notes and the Exchange Shares will be determined by the
Company, in its sole discretion, which determination shall be final and binding. 
 All authority herein conferred or agreed to be conferred
in this Exchange Agreement shall survive the dissolution of the undersigned and any representation, warranty, undertaking and obligation of the undersigned hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors
and assigns of the undersigned. 
 4.    Representations, Warranties and Undertakings of the Company. The Company
represents and warrants to, and covenants with, the undersigned that: 
 (a)    The Company is duly
formed and validly existing under the laws of the State of Delaware, and the consummation of the transactions contemplated hereby are within the powers of the Company and have been or will have been duly authorized by all necessary action on the
part of the Company, and this Exchange Agreement constitutes a valid and binding agreement of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and
other laws of general application affecting enforcement or creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. 

(b)    The execution of this Exchange Agreement by the Company and the consummation by the Company of the
transactions contemplated hereby (i) do not require the consent, approval, authorization, order, registration or qualification of, or filing (assuming the truth and accuracy of the representations and warranties in Section 5 and excluding
any filing required under the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with, any governmental authority, non-governmental regulatory
authorities (including the New York Stock Exchange, other than the filing with the New York Stock Exchange of a Supplemental Listing Application (“SLAP”) which the Company will so file prior to the issuance of Exchange Shares
included in the Consideration on Closing), or court, or body or arbitrator having jurisdiction over the Company (except as may be required under the securities or Blue Sky laws of the various states); and (ii) do not and will not constitute or
result in a breach, violation or default under any note, bond, mortgage, deed, indenture, lien, 

  
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instrument, contract, agreement, lease or license, whether written or oral, express or implied, or with the Company’s organizational documents or
by-laws, or any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any court, administrative or regulatory body, governmental authority, arbitrator, mediator or
similar body on the part of the Company or on the part of any other party thereto or cause the acceleration or termination of any obligation or right of the Company or any other party thereto, except, in case of b(ii), for any such breach, violation
or default as would not, individually or in the aggregate, have a material adverse affect on the business, properties, financial position, stockholders’ equity, or results of operations of the Company and its subsidiaries taken as a whole. 

(c)    The Exchange Shares, when issued, delivered and paid for in the manner set forth in this Exchange
Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Exchange Shares will not be subject to any preemptive or similar rights. 

(d)    Assuming the accuracy of the representations and warranties of the undersigned, the issuance of the
Exchange Shares in book-entry form through DTC in exchange for the Notes pursuant to this Exchange Agreement is exempt from the registration requirements of the Securities Act and, assuming the undersigned is not, and during the past three months
has not been, an affiliate of the Company, the undersigned shall have the ability to rely on the tacking provisions set forth in Rule 144(d)(3) under the Securities Act, subject to the limitations set forth therein, with respect to the resale of the
Exchange Shares, and such Exchange Shares will be issued without any restrictive legends. 
 (e)    (A)
As of the date hereof, (x) the Company is not aware of any material non-public information regarding the Company, other than the fact and proposed terms of the Exchange and (y) all reports and other
documents filed by the Company with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended, since January 1, 2016 when considered as a whole (with the more recent
such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, other than the fact and proposed terms of the Exchange or any information referred to in the wall-crossing email referenced in
Section 5(y) below and (B) The Company hereby agrees to publicly disclose on or before 8:30 a.m., New York City time, on the business day immediately following the date hereof, the exchange of the Notes as contemplated by this Exchange
Agreement in a press release; provided that (i) if the Exchange does not take place and (ii) the Company believes, in good faith, that there is no legal requirement to publicly disclose information about the Exchange, no press release will
be required. The Company hereby acknowledges and agrees that this press release will disclose all confidential information to the extent the Company believes such confidential information constitutes material
non-public information, if any, with respect to the Exchange or otherwise communicated by the Company to the undersigned or any exchanging investor in connection with the Exchange. 

  
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 (f)    Neither the Company nor any of its subsidiaries is
(i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and, to the knowledge of the Company (having made due and reasonable enquiry), no event has occurred
that, with notice or lapse of time or both, would constitute such a default, in the performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any law
or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority (including, without limitation, the rules and regulations of the New York Stock Exchange), in each case, applicable to the
Company, except, in the case of clauses (ii) and (iii) above, for any such conflict, breach or violation that would not, individually or in the aggregate, have a material adverse effect on the business, properties, financial position,
stockholders’ equity, or results of operations of the Company and its subsidiaries taken as a whole. 

(g)    The Company is not and, after giving effect to the transactions contemplated by this Exchange
Agreement, will not be required to register as an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and
regulations of the SEC thereunder. 
 (h)    The Company will, upon request, execute and deliver any
additional documents deemed by the Trustee or the Transfer Agent to be reasonably necessary to complete the transactions contemplated by this Exchange Agreement. 

5.    Representations, Warranties and Undertakings of the Undersigned. The undersigned hereby represents and
warrants to, and covenants with, the Company that: 
 (a)    The undersigned has full power and authority
to exchange, sell, assign and transfer the Notes exchanged hereby and to enter into this Exchange Agreement and perform all obligations required to be performed by the undersigned hereunder. 

(b)    The undersigned has been the beneficial owner of the Notes continuously for the immediately
preceding three weeks and is the current beneficial owner of the Notes. When the Notes are exchanged, the Company will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances. The
Notes exchanged hereby are not subject to any adverse claims, rights or proxies. 
 (c)    The Exchange
will not contravene any law, rule or regulation binding on the undersigned or any investment guideline or restriction applicable to the undersigned. 

  
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 (d)    The undersigned is a resident of the state set forth
on the signature page hereto and is not acquiring the Exchange Shares as a nominee or agent or otherwise for any other person. 

(e)    The undersigned will comply with all applicable laws and regulations in effect in any jurisdiction
in which the undersigned purchases (or acquires pursuant to the Exchange) or sells Exchange Shares and will obtain any consent, approval or permission required for such purchases, acquisitions or sales under the laws and regulations of any
jurisdiction to which the undersigned is subject or in which the undersigned makes such purchases, acquisitions or sales, and the Company shall have no responsibility therefor. 

(f)    The undersigned acknowledges that no person has been authorized to give any information or to make
any representation or warranty concerning the Company or the Exchange other than the information set forth herein in connection with the undersigned’s examination of the Company and the terms of the Exchange and the Shares, and the Company does
not, and Goldman Sachs & Co. LLC (the “Placement Agent”) does not, take any responsibility for, and neither the Company nor the Placement Agent can provide any assurance as to the reliability of, any other
information that others may provide to the undersigned. 
 (g)    The undersigned acknowledges that
(i) it has reviewed the Company’s filings with the SEC and (ii) it is relying only upon the information contained in the Company’s filings with the SEC and the representations and warranties of the Company in this Agreement and
not upon any other information 
 (h)    The undersigned understands and accepts that the Exchange Shares
to be acquired in the Exchange involve risks, including those described in the Company’s filings with the SEC. The undersigned has such knowledge, skill and experience in business, financial and investment matters that the undersigned is
capable of evaluating the merits and risks of the Exchange and an investment in the Exchange Shares. With the assistance of the undersigned’s own professional advisors, to the extent that the undersigned has deemed appropriate, the undersigned
has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Exchange Shares and the consequences of the Exchange and this Exchange Agreement. The undersigned has considered the suitability of the
Exchange Shares as an investment in light of its own circumstances and financial condition and the undersigned is able to bear the risks associated with an investment in the Exchange Shares. 

(i)    The undersigned confirms that it is not relying on any communication (written or oral) of the
Company, the Placement Agent or any of their affiliates or representatives as investment advice or as a recommendation to participate in the Exchange and receive the Consideration in exchange for the Notes. It is understood that information provided
by the Company, the Placement Agent or any of their affiliates or representatives shall not be considered investment advice or a recommendation to conduct the Exchange, and that none of the Company, the Placement Agent or any of their affiliates or
representatives is acting or has acted as an advisor to the undersigned in deciding to invest in the Exchange Shares. 

  
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 (j)    The undersigned confirms that the Company has not
(A) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Exchange Shares or (B) made any representation to
the undersigned regarding the legality of an investment in the Exchange Shares under applicable investment guidelines, laws or regulations. In deciding to participate in the Exchange, the undersigned is not relying on the advice or recommendations
of the Company and the undersigned has made its own independent decision that the investment in the Exchange Shares is suitable and appropriate for the undersigned. 

(k)    The undersigned is familiar with the business and financial condition and operations of the Company
and has conducted its own investigation of the Company and the Exchange Shares. The undersigned has had access to the filings made by the Company with the SEC and such other information concerning the Company and the Exchange Shares as it deems
necessary to enable it to make an informed investment decision concerning the Exchange. The undersigned has been offered the opportunity to ask questions of the Company and its representatives and received answers thereto, as it deems necessary to
enable it to make an informed investment decision concerning the Exchange. 
 (l)    The undersigned
understands that no federal or state agency has passed upon the merits or risks of an investment in the Exchange Shares or made any finding or determination concerning the fairness or advisability of this investment. 

(m)    The undersigned is a corporation, limited partnership, limited liability company or other entity, as
the case may be, duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation. 

(n)    The undersigned is an “accredited investor” as defined in Rule 501(a) under the Securities
Act and it and any account for which it is acting is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act. The undersigned agrees to furnish any additional information requested by the Company or any of its
affiliates to assure compliance with applicable U.S. federal and state securities laws in connection with the Exchange. 

(o)    The undersigned is not directly, or indirectly through one or more intermediaries, controlling or
controlled by, or under direct or indirect common control with, the Company and is not, and has not been for the immediately preceding three months, an “affiliate” within the meaning of Rule 144 under the Securities Act (an
“Affiliate”) of the Company. To its knowledge, the undersigned did not acquire any of the Notes from an Affiliate of the Company. 

  
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 (p)    The undersigned is acquiring the Exchange Shares
solely for the undersigned’s own beneficial account (or for any account for which it has sole investment discretion), for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Exchange Shares.
The undersigned understands that the Exchange Shares have not been registered under the Securities Act or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the
undersigned and the accuracy of the other representations made by the undersigned in this Exchange Agreement. The undersigned understands that the Company is relying upon the representations and agreements contained in this Exchange Agreement (and
any supplemental information) for the purpose of determining whether the undersigned’s participation in the Exchange meets the requirements for such exemptions. 

(q)    The undersigned acknowledges that the terms of the Exchange have been mutually negotiated between
the undersigned and the Company. 
 (r)    The undersigned will, upon request, execute and deliver any
additional documents deemed by the Company, the Trustee or the Transfer Agent to be necessary or desirable to complete the exchange, assignment and transfer of the Notes exchanged hereby. 

(s)    The undersigned understands that, unless the undersigned notifies the Company in writing to the
contrary at or before the Closing, each of the undersigned’s representations and warranties contained in this Exchange Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information
received by the undersigned. 
 (t)    The undersigned was given a meaningful opportunity to negotiate
the terms of the Exchange. 
 (u)    The undersigned’s participation in the Exchange was not
conditioned by the Company on the undersigned’s exchange of a minimum principal amount of Notes for the Consideration. 

(v)    The undersigned does not have an ownership interest equal to or greater than either 5% of the number
of shares of Common Stock or 5% of the voting power outstanding of the Company, in each case, before the initial issuance of the securities issued in the Exchange. 

(w)    The undersigned had a sufficient amount of time to consider whether to participate in the Exchange
and the Company did not put any pressure on the undersigned to respond to the opportunity to participate in the Exchange. The undersigned acknowledges that it did not become aware of the Exchange through any form of general solicitation or
advertising within the meaning of Rule 502 under the Securities Act or otherwise through a “public offering” under Section 4(a)(2) of the Securities Act. 

  
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 (x)    The operations of the undersigned have been conducted
in material compliance with the applicable rules and regulations administered or conducted by the U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”), the applicable rules and regulations of the Foreign
Corrupt Practices Act (“FCPA”) and the applicable Anti-Money Laundering (“AML”) rules in the Bank Secrecy Act. 

(y)    The undersigned acknowledges and agrees that it has not transacted, and will not transact, in any
securities of the Company, including, but not limited to, any hedging transactions, from the time the undersigned was first contacted by the Company, the Placement Agent or any of their advisors or representatives with respect to the transactions
contemplated by this Exchange Agreement until after the confidential information (as described in the confirmatory wall-crossing email received by the undersigned from the Company, the Placement Agent or of their advisors) is made public. 

(z)    The undersigned acknowledges that the Company may issue appropriate stop-transfer instructions to
the Transfer Agent, if any, and may make appropriate notations to the same effect in its books and records to ensure compliance with the provisions of this Section 5. 

(aa)    The undersigned acknowledges it understands that the Company intends to pay the Placement Agent a
fee in respect of the Exchange. 
 (bb)    There is no investment banker, broker, finder or other
intermediary which has been retained by, will be retained by or is authorized to act on behalf of the undersigned who might be entitled to any fee or commission from the Company or the undersigned upon consummation of the transactions contemplated
by this Exchange Agreement. 
 (cc)    The undersigned understands that the Company, the Placement Agent
and others will rely upon the truth and accuracy of the foregoing representations, warranties and covenants and agrees that if any of the representations and warranties deemed to have been made by it by its participation in the transactions
contemplated by this Exchange Agreement and acquisition of the Exchange Shares are no longer accurate, the undersigned shall promptly notify the Company and the Placement Agent. The undersigned understands that, unless the undersigned notifies the
Company in writing to the contrary before the Closing, each of the undersigned’s representations and warranties contained in this Exchange Agreement will be deemed to have been reaffirmed and confirmed as of the Closing. If the undersigned is
exchanging any Notes and acquiring the Exchange Shares as a fiduciary or agent for one or more accounts, it represents that (i) it has sole investment discretion with respect to each such account, (ii) it has full power to make the
foregoing representations, warranties and covenants on behalf of such account and (iii) it has contractual authority with respect to each such account. 

(dd)    The undersigned acknowledges and agrees that the Placement Agent has not acted as a financial
advisor or fiduciary to the undersigned and that the Placement 

  
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Agent and its respective directors, officers, employees, representatives and controlling persons have no responsibility for making, and have not made, any independent investigation of the
information contained herein or in the Company’s SEC filings and make no representation or warranty to the undersigned, express or implied, with respect to the Company, the Notes or the Exchange Shares or the accuracy, completeness or adequacy
of the information provided to the undersigned or any other publicly available information, nor shall any of the foregoing persons be liable for any loss or damages of any kind resulting from the use of the information contained therein or otherwise
supplied to the undersigned. 
 6.    Conditions to Obligations of the Undersigned and the Company. The
obligations of the undersigned to deliver the Notes and of the Company to deliver the Consideration are subject to the satisfaction at or prior to the Closing of the following conditions precedent: the representations and warranties of the Company
contained in Section 4 hereof and of the undersigned contained in Section 5 hereof shall be true and correct as of the Closing in all respects with the same effect as though such representations
and warranties had been made as of the Closing. 
 7.    Covenant and Acknowledgment of the Company. At or prior
to 9:00 a.m., New York City time, on the second business day following the Closing, the Company shall file its press release announcing the Exchange (including the “Exchanges”, if any, with holders of Notes executing exchange agreements on
the date hereof) on Form 8-K. 
 8.    Waiver, Amendment. Neither this
Exchange Agreement nor any provisions hereof shall be modified, changed, discharged or terminated except by an instrument in writing, signed by the party against whom any waiver, change, discharge or termination is sought. 

9.    Assignability. Neither this Exchange Agreement nor any right, remedy, obligation or liability arising
hereunder or by reason hereof shall be assignable by either the Company or the undersigned without the prior written consent of the other party. 

10.    Taxation. As set forth on Exhibit B hereto, The undersigned acknowledges that either (i) the
Company must be provided with a correct taxpayer identification number (“TIN”), generally a person’s social security or federal employer identification number, and certain other information on Internal Revenue Service
(“IRS”) Form W-9, which is provided as an attachment hereto, and a certification, under penalty of perjury, that such TIN is correct, that the undersigned is not subject to backup
withholding and that the undersigned is a United States person, or (ii) another basis for exemption from backup withholding must be established. 

11.    Waiver of Jury Trial. THE UNDERSIGNED IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY WITH RESPECT TO
ANY LEGAL PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS EXCHANGE AGREEMENT. 
 12.    Governing
Law. This Exchange Agreement and any claim, controversy or dispute (whether in contract, in tort or by statute) arising under or related to this Exchange Agreement or 

  
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the transactions contemplated by this Exchange Agreement or the rights, duties and relationship of the parties hereto, shall be governed by and construed and enforced in accordance with the laws
of the State of New York, excluding any conflicts of law, rule or principle that might refer construction of provisions to the laws of another jurisdiction. 

13.    Section and Other Headings. The section and other headings contained in this Exchange Agreement are for
reference purposes only and shall not affect the meaning or interpretation of this Exchange Agreement. 

14.    Counterparts. This Exchange Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement. 

15.    Notices. All notices and other communications to the Company provided for herein shall be in writing and
shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid to the following addresses, or in the case of the undersigned, the address provided on the signature
page below (or such other address as either party shall have specified by notice in writing to the other): 
  

			
	If to the Company:	  	 Carriage Services, Inc.
 3040 Post Oak Blvd.,
Suite 300
 Houston, TX 77058
 Attn: Carl B. Brink

Telephone: (713) 332-8441

E-mail: ben.brink@carriageservices.com


 16.    Binding Effect. The provisions of this Exchange Agreement shall be binding
upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. 

17.    Notification of Changes. The undersigned hereby covenants and agrees to notify the Company upon the
occurrence of any event prior to the closing of the Exchange pursuant to this Exchange Agreement which would cause any representation, warranty, or covenant of the undersigned contained in this Exchange Agreement to be false or incorrect. 

18.    Reliance by Placement Agent and Financial Advisor. The Placement Agent, acting as financial advisor to the
Company, may rely on each representation and warranty of the Company and the undersigned made herein or pursuant to the terms hereof with the same force and effect as if such representation or warranty were made directly to the Placement Agent. The
Placement Agent shall be a third-party beneficiary of this Agreement to the extent provided in this Section 18. 

19.    Expenses. All costs and expenses incurred in connection with this Exchange Agreement shall be paid by the
party incurring such cost or expense 
 20.    Severability. If any term or provision of this Exchange Agreement
is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Exchange Agreement or invalidate or render unenforceable such term or provision in any
other jurisdiction. 
 [SIGNATURE PAGES FOLLOW] 

  
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 IN WITNESS WHEREOF, the undersigned has executed this Exchange Agreement as of the date first
written above. 
  

			
	 Holder:
  

                          
                                         
                   

	
	By:                                   
                                         
    
	Name:                              
                                         
     
	Title:                              
                                         
      
	
	Address:                              
                                         
 
	
	Telephone:                             
                                       

	
	
                          
                                         
                   
 State/Country of Domicile or
Formation:



  

			
	Notes to Be Exchanged	  	
		
	$ aggregate principal amount of the Notes	  	                                      
                      
		
	Beneficial Owner of Note:	  	
		
	Principal Amount of Notes to be exchanged:	  	$
principal                                        
  
	Account Broker:	  	                                      
                      
	DTC Participant No.:	  	                                      
                      
	Cash Consideration	  	$                                      
                    

 Account for Shares (if different from Notes) 

DTC Participant Number: 
 DTC Participant Name: 

DTC Participant Phone Number: 
 DTC Participant Contact Email:

 FFC Account #: 
 Account # at Bank/Broker: 

Exchanging Investor Address: 
 Telephone: 

Country of Residence: 
 Taxpayer Identification Number: 

[SIGNATURE PAGE TO FORM OF EXCHANGE
AGREEMENT] 






 The offer to exchange Notes for the Consideration as set forth above is confirmed and accepted by
the Company. 
  

			
	CARRIAGE SERVICES, INC.
	
	By:                                   
                                         
    
	Name:                              
                                         
     
	Title:                              
                                         
      


 [SIGNATURE PAGE TO FORM OF
EXCHANGE AGREEMENT] 






 Exhibit A 

Wiring instructions for Cash Consideration on the Notes 

Beneficial Owner of
Note                                        
                     
 Bank Name
                                         
                                         

ABA #
                                         
                                         
       
 For Credit To 

Account #
                                         
                                         

 For Further Credit to 
 Account #
                                         
                                         







 Exhibit B 

Under U.S. federal income tax law, a holder who exchanges Notes for the Consideration generally must provide such holder’s correct
taxpayer identification number (“TIN”) on IRS Form W-9 (attached hereto) or otherwise establish a basis for exemption from backup withholding. A TIN is generally an individual
holder’s social security number or a holder’s employer identification number. If the correct TIN is not provided, the holder may be subject to a $50 penalty imposed by the IRS. In addition, certain payments made to holders may be subject
to U.S. backup withholding tax (currently set at 24% of the payment). If a holder is required to provide a TIN but does not have the TIN, the holder should consult its tax advisor regarding how to obtain a TIN. Certain holders are not subject to
these backup withholding and reporting requirements. Non-U.S. Holders generally may establish their status as exempt recipients from backup withholding by submitting a properly completed applicable IRS Form W-8 (available from the Company or the IRS at www.irs.gov), signed, under penalties of perjury, attesting to such holder’s exempt foreign status. U.S. backup withholding is not an additional tax. Rather,
the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is
timely furnished to the IRS. Holders are urged to consult their tax advisors regarding how to complete the appropriate forms and to determine whether they are exempt from backup withholding or other withholding taxes. 






 Exhibit C 

[On Issuer’s Letterhead] 

[insert Closing Date] 
 Wilmington Trust,
National Association, as Trustee 
 1100 North Market Street 

Wilmington, DE 19801 
 Attention: Carriage Services, Inc.
Administrator 
 Re: Cancellation Order related to Indenture, dated as of March 19, 2014 (the “Indenture”), between Carriage
Services, Inc., as issuer, and Wilmington Trust, National Association, as trustee 
 Issue:    Carriage Services, Inc. 2.75% Convertible
Subordinated Notes Due 2021 (the “Notes”) 
 In connection with the exchange by the Issuer of the Notes pursuant to
Section 2.14 of the Indenture, you, as Trustee under the Indenture, are hereby instructed pursuant to Section 2.10 of the Indenture to cancel (in the manner provided in the Indenture) the aggregate principal amount of Notes exchanged as
set forth below and record a corresponding reduction on the Global Notes principal balance. 
 Accordingly, we hereby authorize and direct you to cancel the
following Notes via a DTC one-sided DWAC withdrawal(s)* request to be initiated by: 
 DTC Participant: [insert
applicable DTC participant entity name] 
 DTC Participant #: [insert applicable DTC participant number] 

Principal Amount: $[insert applicable principal amount] 
 CUSIP:
[insert applicable CUSIP number] 
 DWAC cancellation date: [insert applicable cancellation date] 

Please contact [insert issuer contact point’s name and phone/email address] if you have any questions. 

 

			
	 Very truly yours,
  

Carriage Services, Inc.

		
	By:	 	 
	Name:	 	
	Title: [insert officer title]