0001047469-14-007436 Sample Contracts

SMART & FINAL STORES, INC. Form of Non-Qualified Stock Option Agreement Pursuant to the Smart & Final Stores, Inc.
Non-Qualified Stock Option Agreement • September 8th, 2014 • Smart & Final Stores, Inc. • Retail-grocery stores • Delaware

AGREEMENT (this “Agreement”), dated as of between Smart & Final Stores, Inc., a Delaware corporation (the “Company” and, collectively with its controlled Affiliates, the “Employer”), and (the “Participant”).

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SMART & FINAL STORES, INC. Form of Restricted Stock Agreement Pursuant to the Smart & Final Stores, Inc.
Restricted Stock Agreement • September 8th, 2014 • Smart & Final Stores, Inc. • Retail-grocery stores • Delaware

AGREEMENT (this “Agreement”), dated as of between Smart & Final Stores, Inc., a Delaware corporation (the “Company” and, collectively with its controlled Affiliates, the “Employer”), and (the “Participant”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 8th, 2014 • Smart & Final Stores, Inc. • Retail-grocery stores • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated , 2014, by and among Smart & Final Stores, Inc., a Delaware corporation (the “Company”), Ares Corporate Opportunities Fund III, L.P., a Delaware limited partnership (“ACOF III”), Ares Corporate Opportunities Fund IV, L.P., a Delaware limited partnership (“ACOF IV”), and the other stockholders of the Company listed on Schedule A hereto (collectively with ACOF III, ACOF IV and each other Person that executes a Joinder Agreement, the “Stockholders”).

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