0001193125-07-035145 Sample Contracts

Contract
Execution Copy • February 20th, 2007 • Smart & Final Inc/De • Wholesale-groceries & related products • Delaware

STOCK PURCHASE AGREEMENT, dated as of February 20, 2007 (this “Agreement”), by and between Sharp Holdings Corp. (the “Purchaser”), on the one hand, and Casino Guichard-Perrachon, S.A. (the “Shareholder”) and Casino USA, Inc., the Shareholder’s wholly owned subsidiary (the “Company”), on the other. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).

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AGREEMENT AND PLAN OF MERGER By and Among SHARP HOLDINGS CORP., SHARP ACQUISITION CORP., and SMART & FINAL INC. Dated as of February 20, 2007
Agreement and Plan of Merger • February 20th, 2007 • Smart & Final Inc/De • Wholesale-groceries & related products • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of February 20, 2007 (this “Agreement”), by and among Sharp Holdings Corp., a Delaware corporation (the “Buyer”), Sharp Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Buyer (“Acquisition Sub”), and Smart & Final Inc., a Delaware corporation (the “Company”).

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