0001140361-11-049120 Sample Contracts

AGREEMENT AND PLAN OF MERGER among NUMBER HOLDINGS, INC., NUMBER MERGER SUB, INC. and 99 CENTS ONLY STORES Dated as of October 11, 2011

Merger Agreement • October 11th, 2011 • 99 Cents Only Stores • Retail-variety stores • California

• Contract Type
  Merger Agreement
• Filed
  October 11th, 2011
• Company
  99 Cents Only Stores
• Industry
  Retail-variety stores
• Jurisdiction
  California

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 11, 2011, is by and among Number Holdings, Inc., a Delaware corporation (“Parent”), Number Merger Sub, Inc., a California corporation (“Merger Sub”), and 99 Cents Only Stores, a California corporation (the “Company”).

LIMITED GUARANTEE

Limited Guarantee • October 11th, 2011 • 99 Cents Only Stores • Retail-variety stores • California

• Contract Type
  Limited Guarantee
• Filed
  October 11th, 2011
• Company
  99 Cents Only Stores
• Industry
  Retail-variety stores
• Jurisdiction
  California

LIMITED GUARANTEE, dated as of October 11, 2011 (this “Limited Guarantee”), by Ares Corporate Opportunities Fund III, L.P. (the “Guarantor”) in favor of 99 Cents Only Stores, a California corporation, (the “Guaranteed Party”).