STRICTLY CONFIDENTIAL November 8, 2018 Apollo Management IX, L.P. 9 West 57th Street New York, NY 10019 Attention: General Counsel Re: Confidentiality Agreement Ladies and Gentlemen:First Street Merger Sub, Inc. • May 14th, 2019 • Retail-grocery stores • New York
In connection with the consideration by Apollo Management IX, L.P. (“you” or the “Receiving Party”) of a possible mutually agreed transaction with Smart & Final Stores, Inc. or any of its subsidiaries as listed on Exhibit A attached hereto (collectively, the “Company”) (the “Transaction”), you have requested that certain information regarding the Company and the Transaction be made available to you and your Representatives (as defined below). As a condition to furnishing you and your Representatives such information, the Company requires that you agree to the terms of this letter agreement (this “Agreement”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 14th, 2019 • First Street Merger Sub, Inc. • Retail-grocery stores • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), is made and entered into as of April 16, 2019, by and among First Street Parent, Inc., a Delaware corporation (“Parent”), First Street Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and the undersigned holders (each, a “Holder” and collectively, the “Holders”) of shares of common stock, par value $0.001 per share (“Company Common Stock”), of Smart & Final Stores, Inc., a Delaware corporation (the “Company”).
LIMITED GUARANTEELimited Guarantee • May 14th, 2019 • First Street Merger Sub, Inc. • Retail-grocery stores • Delaware
Limited Guarantee, dated as of April 16, 2019 (this “Limited Guarantee”), by each of the parties listed on Exhibit A attached hereto (each, a “Guarantor” and collectively, the “Guarantors”), in favor of Smart & Final Stores, Inc., a Delaware corporation (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated April 16, 2019 (the “Merger Agreement”), by and among the Guaranteed Party, First Street Parent, Inc., a Delaware corporation (“Parent”), and First Street Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”). Capitalized terms used in this Limited Guarantee but not otherwise defined have the meanings ascribed to them in the Merger Agreement.
OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of SMART & FINAL STORES, INC. at $6.50 PER SHARE, NET IN CASH by FIRST STREET MERGER SUB, INC. a wholly owned subsidiary of FIRST STREET PARENT, INC. THE OFFER AND WITHDRAWAL RIGHTS...First Street Merger Sub, Inc. • May 14th, 2019 • Retail-grocery stores • New York
The Offeror is offering to purchase for cash all of the outstanding Shares. The Offeror is a Delaware corporation that was formed for the sole purpose of making the Offer and effecting the transaction in which the Offeror will be merged with and into Smart & Final with Smart & Final surviving as a wholly owned subsidiary of Parent (the "Merger") pursuant to that certain Agreement and Plan of Merger, dated as of April 16, 2019, by and among Smart & Final, Parent and the Offeror (as it may be amended from time to time, the "Merger Agreement"). The Offeror is a wholly owned subsidiary of Parent. Parent and the Offeror are controlled by certain equity funds managed by Management IX. See the "Introduction" to this Offer to Purchase and Section 9—"Certain Information Concerning the Offeror, Parent and Management IX." The Offer, the Merger and the other transactions contemplated by the Merger Agreement, but excluding, in any event, the Financing (as defined in Section 12—"Sources and Amount o
Re: Smart & Final Stores, Inc. Equity Commitment LetterFirst Street Merger Sub, Inc. • May 14th, 2019 • Retail-grocery stores
Reference is made to the Agreement and Plan of Merger, dated April 16, 2019 (the “Merger Agreement”), by and among First Street Parent, Inc., a Delaware corporation (“Parent” or “you”), First Street Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Purchaser”), and Smart & Final Stores, Inc., a Delaware corporation (the “Company”). Pursuant to the terms of the Merger Agreement, Purchaser will commence a tender offer to acquire any and all of the outstanding shares of the common stock of the Company. Following the consummation of the Offer, Purchaser will be merged with and into the Company, upon the terms and subject to the conditions set forth in the Merger Agreement. Capitalized terms used but not defined in this letter agreement shall have the meanings ascribed to them in the Merger Agreement. This letter agreement is being delivered to the addressee in connection with the execution of the Merger Agreement by Parent, Purchaser and the Company.
