99 Cents Only Stores Sample Contracts

99¢ ONLY STORES STANDARD SINGLE-TENANT FORM LEASE 6122-6130 Pacific Boulevard, Huntington Park, CA
Lease • July 9th, 2012 • 99 Cents Only Stores • Retail-variety stores • California

THIS LEASE (the “LEASE”) is made, executed and effective as of the 13th day of January, 2012 (the “EFFECTIVE DATE”) by and between Au Zone Investment #2, L.P., a California limited partnership (the “LANDLORD”), and 99¢ ONLY STORES, a California corporation (the “TENANT”), who agree as follows:

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99¢ ONLY STORES STANDARD MULTI- TENANT FORM LEASE SHOPPING CENTER 3420 West Lincoln Avenue, Anaheim, CA
Lease • July 9th, 2012 • 99 Cents Only Stores • Retail-variety stores • California

THIS LEASE (the “LEASE”) is made, executed and effective as of the 13th day of January, 2012 (the “EFFECTIVE DATE”) by and between HKJ Gold, Inc., a California corporation (the “LANDLORD”), and 99¢ ONLY STORES, a California corporation (the “TENANT”), who agree as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • July 9th, 2012 • 99 Cents Only Stores • Retail-variety stores • California

This EMPLOYMENT AGREEMENT (the “Agreement”), dated as of January 13, 2012 (the “Effective Date”), is entered into by and among 99 Cents Only Stores, a California corporation (the “Company”), Number Holdings, Inc., a Delaware Corporation (“Parent”), and Howard Gold (“Executive”).

VOTING AGREEMENT By and Among 99 CENTS ONLY STORES, NUMBER HOLDINGS, INC. AND ACOF III NUMBER HOLDINGS, LLC
Voting Agreement • August 29th, 2012 • 99 Cents Only Stores • Retail-variety stores • Delaware

THIS VOTING AGREEMENT, dated as of January 13, 2012 (this “Agreement”), by and among 99 Cents Only Stores, a California corporation (the “Company”), Number Holdings, Inc., a Delaware corporation (“Parent”), and ACOF III Number Holdings, LLC, a Delaware limited liability company (the “Investor Stockholder” and together with Parent, the “Stockholders”). Capitalized terms used herein without definition are defined in Section 21.

MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • August 29th, 2012 • 99 Cents Only Stores • Retail-variety stores • New York

This MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of January 13, 2012 (the “Effective Date”), is made by and among Number Holdings, Inc., a Delaware corporation (“Holdings”), 99 Cents Only Stores, a California corporation (“99 Cents”), and ACOF Operating Manager III, LLC, a Delaware limited liability company (“ACOF”).

MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • August 29th, 2012 • 99 Cents Only Stores • Retail-variety stores • New York

This MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of January 13, 2012 (the “Effective Date”), is made by and among Number Holdings, Inc., a Delaware corporation (“Holdings”), 99 Cents Only Stores, a California corporation (“99 Cents”), and CPPIB Equity Investments Inc. (“CPPIB”).

STOCKHOLDERS AGREEMENT By and Among NUMBER HOLDINGS, INC. ARES CORPORATE OPPORTUNITIES FUND III, L.P., CANADA PENSION PLAN INVESTMENT BOARD AND THE OTHER STOCKHOLDERS PARTY THERETO
Stockholders Agreement • July 9th, 2012 • 99 Cents Only Stores • Retail-variety stores • Delaware

THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of January 13, 2012, by and among Number Holdings, Inc., a Delaware corporation (the “Company”), Ares Corporate Opportunities Fund III, L.P., a Delaware limited partnership (“Ares”), the Canada Pension Plan Investment Board, a federal crown corporation incorporated pursuant to the Canada Pension Plan Investment Board Act of 1997 (Canada) (“CPPIB”), and the stockholders listed on Schedule A hereto (such parties and each other Person that executes a Joinder Agreement, a “Stockholder”).

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