0001193125-12-063526 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 15th, 2012 • Central Garden & Pet Co • Wholesale-miscellaneous nondurable goods • New York

This REGISTRATION RIGHTS AGREEMENT dated February 13, 2012 (this “Agreement”) is entered into by and among Central Garden & Pet Company, a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”), and J.P. Morgan Securities LLC (“J.P. Morgan”), Barclays Capital Inc. and SunTrust Robinson Humphrey, Inc. (the “Initial Purchasers”).

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CENTRAL GARDEN & PET COMPANY 2003 OMNIBUS EQUITY INCENTIVE PLAN (As Amended and Restated Effective February 13, 2012)
Central Garden & Pet Co • February 15th, 2012 • Wholesale-miscellaneous nondurable goods • California

CENTRAL GARDEN & PET COMPANY, hereby adopts the Central Garden & Pet Company 2003 Omnibus Equity Incentive Plan, effective as of December 4, 2002, and as amended on February 7, 2005, December 14, 2005, February 5, 2007, December 10, 2008 and December 27, 2011 as follows:

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