CANADA PENSION PLAN INVESTMENT BOARD One Queen Street East, Suite 2600 P.O. Box 101 Toronto, Ontario M5C 2W5 October 11, 2011 Number Holdings, Inc. c/o Ares Management LLC 2000 Avenue of the Stars, 12th Floor Los Angeles, CA 90067 Re: Acquisition of...Merger Agreement • October 12th, 2011 • 99 Cents Only Stores • Retail-variety stores • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), 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”), pursuant to which Merger Sub, or its permitted assignees, will be merged with and into the Company (the “Merger”). This letter is being delivered to Parent to induce the Company to enter into the Merger Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. Concurrently with the delivery of this letter, Ares Corporate Opportunities Fund III, L.P. is also entering into a letter agreement committing to provide equity financing to Parent in accordance with the terms thereof (the “Other Sponsor Letter”).
VOTING AGREEMENT by and among NUMBER HOLDINGS, INC. And THE STOCKHOLDERS PARTY HERETO Dated as of October 11, 2011Voting Agreement • October 12th, 2011 • 99 Cents Only Stores • Retail-variety stores • California
VOTING AGREEMENT, dated as of October 11, 2011 (this “Agreement”), by and among Number Holdings, Inc., a Delaware corporation (“Parent”), and each of the persons listed on Schedule 1 hereto (each, a “Stockholder”).
Number Holdings, Inc.Acquisition Agreement • October 12th, 2011 • 99 Cents Only Stores • Retail-variety stores • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), 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”), pursuant to which Merger Sub, or its permitted assignees, will be merged with and into the Company (the “Merger”), with the Company being the surviving entity of such Merger and a wholly-owned subsidiary of Parent. This letter agreement (this “Agreement”) sets forth the commitment of the undersigned (the “Rollover Investors”), subject to the terms and conditions contained herein, to transfer, contribute and deliver the number of shares of Company Common Stock described in Section 1 below to Parent in exchange for the equity of Parent described in Section 1 below. Capitalized terms used but not defined herein have the meanings ascribed to them in
