Section # Amendment to Exhibit C of the A&R Investors Shareholders Agreement. Exhibit C to the A&R Investors Shareholders Agreement is deleted in its entirety and replaced with Exhibit C attached hereto.

Other Reporting. Simultaneously with the delivery to Investors generally, copies of all other material financial statements and notices, and other written materials at any time or from time to time furnished to such Investors.

“Borrowing Base” means, at any time of determination, the lesser of # the sum of # ninety percent (90%) of the aggregate Unused Capital Commitments of the Included Investors, # sixty-five percent (65%) of the aggregate Unused Capital Commitments of the Designated Investors (other than Hurdle Investors), # sixty-five percent (65%) of the aggregate Unused Capital Commitments of the Hurdle Investors, in each case of clauses # – # above, as such Unused Capital Commitments are first reduced by all applicable Concentration Limits, and # the product of # the aggregate Unused Capital Commitments of the Investors multiplied by (B) (x) one (1) minus # a fraction, the numerator of which is the Unused Capital Commitment of the single Designated Investor with the largest Unused Capital Commitment and the denominator of which is the aggregate Unused Capital Commitments of all Investors. For the avoidance of doubt, the Unused Capital Commitments of an Excluded Investor shall be excluded from the Borrowing Base at all times.

Allocation of Entitlement. Each Investor shall be entitled to a pro rata portion of the Investors’ Entitlement based on the Capital Amounts provided by it. In the event that there is an additional Investor added to this Agreement, such Investor shall be entitled to a portion of the Investors’ Entitlement as specified by the Investors at the time of such new Investor’s addition to this Agreement.

GREEN EQUITY INVESTORS V, L.P.

“Moody’s”: Moody’s Investors Service, Inc.

23 SECTION 23. Additional Investors

For Investors: Sandy Coombs [[Phone]]

AMERICAN CEMETERIES INFRASTRUCTURE INVESTORS, LLC

Moody’s Investors Service- Corporate Family Rating: [●]