0001193125-10-085260 Sample Contracts

AMENDMENT NO. 2 TO AMENDED AND RESTATED PREFERRED SHARES RIGHTS AGREEMENT
Preferred Shares Rights Agreement • April 16th, 2010 • Cost Plus Inc/Ca/ • Retail-home furniture, furnishings & equipment stores • Delaware

This Amendment No. 2 to the Amended and Restated Preferred Shares Rights Agreement, dated as of April 13, 2010 (this “Amendment”), amends that certain Amended and Restated Preferred Shares Rights Agreement, dated as of June 24, 2008, as amended on January 7, 2009 (the “Rights Agreement”), between Cost Plus, Inc., a California corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). Except as otherwise expressly provided herein, or unless the context otherwise requires, all terms used herein have the meanings assigned to them in the Rights Agreement.

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