IRREVOCABLE PROXY
THIS IRREVOCABLE PROXY is made and entered into, as of the date
indicated on the signature page hereof, by and between UNIVERSAL INTERNATIONAL,
INC., a Minnesota corporation, as the holder (the "Holder") of shares (together
with any shares which may be acquired hereafter, the "Shares) of common stock
of ODD'S-N-END'S, INC., a Delaware corporation (the "Company"), and 99 CENTS
ONLY STORES, a California corporation ("99 CENTS Only Stores").
With respect to the proposed merger (the "Merger") of the Company
and Odd's-N-End's Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of 99 CENTS Only Stores (the "Sub"), which will be evidenced
by an Agreement and Plan of Reorganization (the "Merger Agreement"), the
Holder agrees as follows:
1. a. The Holder hereby appoints David Gold and Eric Schiffer, as
designees of 99 CENTS Only Stores, or any of them acting alone, the sole
and exclusive and true and lawful proxy, agent and attorney-in-fact of
the Holder, with full power of substitution and resubstitution, to vote
or to execute and deliver written consents or otherwise act with respect
to all of the Shares whether now owned or hereafter acquired by the
Holder, as fully, to the same extent and with the same effect, as the
Holder might or could do under any applicable laws or regulations
governing the rights and powers of stockholders of a Delaware corporation,
but only in connection with the approval of the Merger and the Merger
Agreement and such other matters as 99 CENTS Only Stores may deem
necessary to effectuate the Merger and the transactions contemplated
under the Merger Agreement (the "Proxy");
b. The Holder shall execute such additional documents and take
such additional actions as 99 CENTS Only Stores may reasonably request to
effectuate or further secure and protect the rights of 99 CENTS Only
Stores under this Proxy;
c. 99 CENTS Only Stores and the Holder intend that this Proxy is
coupled with an interest in the Shares and in the Company, and, as a
result, this Proxy shall be irrevocable until the date this Proxy
terminates as provided in Section 5 hereof, whereupon it shall
automatically lapse; and
d. The Holder hereby revokes any other proxy or proxies to act
and vote on behalf of any and all Shares now or hereafter owned by the
Holder, and hereby ratifies and confirms all acts and votes that the
persons specified in this Proxy may lawfully perform by virtue of this
authorization.
2. The Holder agrees that, from and after the date hereof, and until
this Proxy shall terminate in accordance with Section 5 hereof, the Holder
may not sell, transfer, assign, pledge,
hypothecate or otherwise dispose of all or any part of the Shares, except as
contemplated by the Merger Agreement and any such transfer or pledge shall be
void and of no effect.
3. The Holder represents and warrants that it beneficially and of
record owns 1,913,239 shares of common stock of the Company (which Shares
currently constitute all the Shares owned by the Holder or in which the
Holder has any other legal or equitable right, title or interest) and has
full right, power and authority to vote such Shares and to grant this Proxy
with respect to such Shares pursuant hereto, and owns such Shares free and
clear of any liens, claims, encumbrances or rights or interests of others.
4. The Holder agrees not to take any action in respect of the Holder's
ownership interest in the Shares including, without limitation, the
solicitation of proxies from other stockholders of the Company or voting of
the Shares, which may impede, or adversely affect the likelihood of, the
consummation of the Merger and the transactions contemplated under the Merger
Agreement.
5. This Proxy shall terminate and this Proxy shall be revoked (i) only
with the written consent of 99 CENTS Only Stores; or (ii) on the first to
occur of (a) the consummation of the Merger; or (b) the termination of the
Merger Agreement in accordance with its terms.
6. The Holder acknowledges that 99 CENTS Only Stores' rights hereunder
are unique and that it will not have adequate remedies at law for the
Holder's failure to perform its obligations hereunder. Accordingly, it is
agreed that 99 CENTS Only Stores shall have the right to specific performance
and equitable injunctive relief for the enforcement of such obligations in
addition to all other available remedies at law or in equity.
7. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED BOTH AS TO
VALIDITY AND PERFORMANCE AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES
THEREOF.
IN WITNESS WHEREOF, this Proxy has been duly executed by
or on behalf of each party as of this 2nd day of March, 1998.
ATTEST: 99 CENTS ONLY STORES,
a California Corporation
/s/ Andrew Farina By: /s/ David Gold
- ------------------------- -----------------------------
David Gold
Its: Chairman of the Board, President
and Chief Executive Officer
WITNESS: UNIVERSAL INTERNATIONAL, INC.,
a Minnesota corporation
/s/ Andrew Farina By: /s/ Richard Ennen
- ------------------------- -----------------------------
Richard Ennen
Its: President