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

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

• Contract Type
  Agreement and Plan of Merger
• 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”).