Common use of Covenants of Acquiror Clause in Contracts

Covenants of Acquiror. In order to induce Holder to enter into this Voting Agreement and the Proxy, Acquiror agrees that: (i) it will not acquire any shares of Target unless it acquires all of the shares of Holder; and (ii) Holder will receive the highest price per share that Acquiror pays for any shares in the Acquisition. The parties have caused this Agreement to be duly executed on the date first above written. By: ___/s/ Xxx X. Charriere_______ Name: _____Leo P. Charriere________ (print) Title: ___Chief Financial Officer____ Address:__77 Main Street___________ __Winnipeg Manitoba RC3 2RI Xxxxxxxx Capital Management LLC By: ____/s/ Xxxxx Chadwick______ Name: Xxxxx Xxxxxxxx Title: Managing Partner Holder's Address for Notice: 0000 Xxxxxxxxx Xxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 The undersigned shareholder of Cost-U-Less, Inc., a Washington corporation (“Target”), hereby irrevocably (to the full extent permitted by Section 23B.07.220(4) of the Washington Business Corporation Act) appoints the members of the Board of Directors of NWC (US) Holdings, Inc., a Delaware corporation (“Acquiror”), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of Target that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of Target issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”) in accordance with the terms of this Proxy. The Shares beneficially owned by the undersigned shareholder of Target as of the date of this Proxy are listed on the final page of this Proxy. Upon the undersigned's execution of this Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the expiration Date (as defined below).

Covenants of Acquiror. In order From the date of this Agreement until the --------------------- earlier of the Effective Time or the termination of this Agreement in accordance with the terms hereof (except with respect to induce Holder to enter into this Voting Agreement the covenants set forth in Sections 8.3(c) and 8.3(d), which shall continue after the Effective Time), unless the prior written consent of Company and the ProxyIndemnitor Representative shall have been obtained which shall not be unreasonably withheld or delayed, or except as otherwise expressly contemplated herein, Acquiror covenants and agrees thatthat it shall and shall cause each of its Subsidiaries to: (a) continue to conduct its business and the business of its Subsidiaries in a manner designed in its reasonable judgment, to enhance the long-term value of the Acquiror Common Stock and the business prospects of the Acquiror Entities and to the extent consistent therewith use all reasonable efforts to preserve intact the Acquiror Entities' core businesses; (b) take no action which would (i) it will not acquire Materially and adversely affect the ability of any shares Party to obtain any Consents required for the transactions contemplated hereby without imposition of Target unless it acquires all a condition or restriction of the shares type referred to in the last sentences of Holder; and Section 10.1(a) or 10.1(b), or (ii) Holder will receive Materially and adversely affect the highest price per share ability of any Party to perform its covenants and agreements under this Agreement; provided, that the foregoing shall not prevent any Acquiror pays for Entity from acquiring any shares Assets or the capital stock or assets constituting the business of any other Person or entity with annual revenue of less than $100,000,000 or from discontinuing or disposing of any of its Assets or businesses if such action is, in the Acquisition. The parties have caused this Agreement to be duly executed on reasonable judgment of Acquiror, desirable in the date first above written. By: ___/s/ Xxx X. Charriere_______ Name: _____Leo P. Charriere________ (print) Title: ___Chief Financial Officer____ Address:__77 Main Street___________ __Winnipeg Manitoba RC3 2RI Xxxxxxxx Capital Management LLC By: ____/s/ Xxxxx Chadwick______ Name: Xxxxx Xxxxxxxx Title: Managing Partner Holder's Address for Notice: 0000 Xxxxxxxxx Xxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 The undersigned shareholder of Cost-U-Less, Inc., a Washington corporation (“Target”), hereby irrevocably (to the full extent permitted by Section 23B.07.220(4) conduct of the Washington Business Corporation Act) appoints business of Acquiror and its Subsidiaries and, in the members reasonable judgment of Acquiror, would enhance the long-term value of the Board of Directors of NWC (US) Holdings, Inc., a Delaware corporation (“Acquiror”), Acquiror Common Stock and each of them, as the sole and exclusive attorneys and proxies business prospects of the undersigned, with full power of substitution and resubstitution, Acquiror Entities; (c) file a "shelf" registration statement pursuant to vote and exercise all voting and related rights Rule 415 under the Securities Act (to the full extent that the undersigned is entitled to do so"Shelf Registration") with respect to all of the shares Registrable Securities. Acquiror shall, subject to Section 3(f) of capital stock of Target that now are or hereafter may be beneficially owned by the undersigned, Stock Restriction and any and all other shares or securities of Target issued or issuable in respect thereof on or after Registration Rights Agreement dated the date hereof by and among Acquiror and the Shareholders, use its reasonable efforts to cause the Shelf Registration to become effective no later than at or immediately following the Effective Time and shall use its reasonable efforts to keep the Shelf Registration continuously effective from the date such Shelf Registration is effective until the earlier of (collectively, A) the “Shares”date on which all Registrable Securities may be sold pursuant to Rule 144(k) in accordance with under the terms of this Proxy. The Shares beneficially owned by 1933 Act or (B) the undersigned shareholder of Target as second anniversary of the date of this Proxy are listed on the final page of this Proxy. Upon Effective Time, in order to permit the undersigned's execution of this Proxy, any and all prior proxies given prospectus forming a part thereof to be usable by the undersigned Shareholders during such period; (d) take all action necessary to comply with respect the agreement of Acquiror set forth in Section 9.2; and (e) use its reasonable efforts to any Shares are hereby revoked and cause to be delivered the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the expiration Date (as defined belowopinion of Xxxxxx & Bird LLP referenced in Section 10.3(d).

Covenants of Acquiror. In order to induce Holder to enter into this Voting Agreement and the Proxy, Acquiror agrees that: (i) it will not acquire any shares of Target unless it acquires all of the shares of Holder; and (ii) Holder will receive the highest price per share that Acquiror pays for any shares in the Acquisition. The parties have caused this Agreement to be duly executed on the date first above written. By: ___/s/ Xxx X. Charriere_______ Xxxxxxxxx Name: _____Leo P. Charriere________ Xxx X. Xxxxxxxxx (print) Title: ___Chief Financial Officer____ Address:__77 Main Street___________ __Winnipeg Manitoba RC3 2RI Xxxxxxxx Capital Management LLC Officer Address: 00 Xxxx Xxxxxx XXXX XXXXXXX By: ____/s/ Xxxxx Chadwick______ Xxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxx Xxxx X. Xxxxxxx (print) Title: Managing Partner self / trustee Holder's Address for Notice: 0000 Xxxxxxxxx Xxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 The undersigned shareholder of Cost-U-Less, Inc., a Washington corporation (“Target”), hereby irrevocably (to the full extent permitted by Section 23B.07.220(4) of the Washington Business Corporation Act) appoints the members of the Board of Directors of NWC (US) Holdings, Inc., a Delaware corporation (“Acquiror”), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of Target that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of Target issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”) in accordance with the terms of this Proxy. The Shares beneficially owned by the undersigned shareholder of Target as of the date of this Proxy are listed on the final page of this Proxy. Upon the undersigned's execution of this Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the expiration Date (as defined below).

Covenants of Acquiror. In order to induce Holder to enter into this Voting Agreement and the Proxy, Acquiror agrees that: (i) it will not acquire any shares of Target unless it acquires all of the shares of Holder; and (ii) Holder will receive the highest price per share that Acquiror pays for any shares in the Acquisition. The parties have caused this Agreement to be duly executed on the date first above written. By: ___/s/ Xxx X. Charriere_______ Xxxxxxxxx Name: _____Leo P. CharriereXxx X. Xxxxxxxxx (print) Title: Chief Financial Officer Address: 00 Xxxx Xxxxxx XXXXXXX XXXXX By: /s/ J. Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx (print) Title: President & CEO Holder's Address for Notice: ________ (print) Title: ___Chief Financial Officer____ Address:__77 Main Street___________________ __Winnipeg Manitoba RC3 2RI Xxxxxxxx Capital Management LLC By: ____/s/ Xxxxx Chadwick__________________________ Name: Xxxxx Xxxxxxxx Title: Managing Partner Holder's Address for Notice: 0000 Xxxxxxxxx Xxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 ________________________________ The undersigned shareholder of Cost-U-Less, Inc., a Washington corporation (“Target”), hereby irrevocably (to the full extent permitted by Section 23B.07.220(4) of the Washington Business Corporation Act) appoints the members of the Board of Directors of NWC (US) Holdings, Inc., a Delaware corporation (“Acquiror”), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of Target that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of Target issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”) in accordance with the terms of this Proxy. The Shares beneficially owned by the undersigned shareholder of Target as of the date of this Proxy are listed on the final page of this Proxy. Upon the undersigned's execution of this Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the expiration Date (as defined below).

Covenants of Acquiror. In order to induce Holder to enter into this Voting Agreement and the Proxy, Acquiror agrees that: (i) it will not acquire any shares of Target unless it acquires all of the shares of Holder; and (ii) Holder will receive the highest price per share that Acquiror pays for any shares in the Acquisition. The parties have caused this Agreement to be duly executed on the date first above written. By: ___/s/ /s/Xxx X. Charriere_________ Name: _____Leo P. Charriere__________ (print) Title: ___Chief Financial Officer____ Address:__77 Main Street___________ __Winnipeg Manitoba RC3 2RI Xxxxxxxx Capital Management LLC By: ____/s/ Xxxxx ChadwickJD Delafield________ Name: Xxxxx Xxxxxxxx _______JD Delafield_________ Title: Managing Partner ___________CEO____________ Holder's Address for Notice: 0000 Xxxxxxxxx Xxxxx_____701 5th Ave., Xxxxx 000 Xxx XxxxxSte. 3800___ ____Seattle, XX 00000 WA 98104_______ __________________________ The undersigned shareholder of Cost-U-Less, Inc., a Washington corporation (“Target”), hereby irrevocably (to the full extent permitted by Section 23B.07.220(4) of the Washington Business Corporation Act) appoints the members of the Board of Directors of NWC (US) Holdings, Inc., a Delaware corporation (“Acquiror”), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of Target that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of Target issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”) in accordance with the terms of this Proxy. The Shares beneficially owned by the undersigned shareholder of Target as of the date of this Proxy are listed on the final page of this Proxy. Upon the undersigned's execution of this Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the expiration Date (as defined below).