FIFTH AMENDMENT TO NOMINATION
AND DIRECTOR VOTING AGREEMENT
THIS FIFTH AMENDMENT TO NOMINATION AND DIRECTOR VOTING AGREEMENT (this Amendment) is entered into on April 13, 2021 (the Execution Date), by and among StoneMor Inc., a Delaware corporation (the Company), 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 the Company are referred to herein as the Parties and each as a Party.
1. The Parties entered into that certain Nomination and Director Voting Agreement on September 27, 2018, as amended by that certain First Amendment to Nomination and Director Voting Agreement dated as of February 4, 2019, that Second Amendment to Nomination and Director Voting Agreement dated as of June 27, 2019, that Third Amendment to Nomination and Director Voting Agreement dated as of November 3, 2020 and that Fourth Amendment to Nomination and Director Voting Agreement dated as of November 20, 2020 (collectively, the Agreement).
2. Pursuant to Section 5(e)(ii) of the Agreement, the Agreement may be amended in writing by the Parties.
3. The Parties desire to further amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1.1 Standstill. Section 3(d)(ii)(a) of the Agreement is hereby amended to read December 31, 2023,.
2.1 Certain Defined Terms. Capitalized terms used in this Amendment that are not defined in the text of the body of this Amendment shall have the meanings given such terms in the Agreement.