Exhibit 2.2
THIRD AMENDMENT TO NOMINATION
AND DIRECTOR VOTING AGREEMENT
THIS THIRD AMENDMENT TO NOMINATION AND DIRECTOR VOTING AGREEMENT (this “Amendment”) is entered into on November 3, 2020 (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.”
RECITALS
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 and that Second Amendment to Nomination and Director Voting Agreement dated as of June 27, 2019 (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:
ARTICLE I
AMENDMENT
1.1 Standstill. Section 3(d) of the Agreement is hereby amended and restated in its entirety as follows:
““Standstill Termination Date” means: (i) with respect to the ACII Entities, the earliest of (a) December 31, 2022, (b) the date that the Company or any of its Affiliates or agents materially breaches this Agreement (following notice of such breach to the Company by any ACII Entity and the opportunity for the Company to cure or cause to be cured such breach for 15 days from such notice) or takes any action challenging the validity or enforceability of this Agreement, (c) the date that the ACII Entities no longer have the right to nominate a Director or no longer have its Designated Director on the Board, and (d) thirty (30) days following the delivery by the Designated Director of the ACII Entities of a notice of immediate effective resignation from the Board other than any such resignation submitted
