Common use of Covenants of Acquiror Clause in Contracts

Covenants of Acquiror. In order to induce Holder to enter into this Voting Agreement and the Proxy, Acquiror agrees that: (i) it will not acquire any shares of Target unless it acquires all of the shares of Holder; and (ii) Holder will receive the highest price per share that Acquiror pays for any shares in the Acquisition. The parties have caused this Agreement to be duly executed on the date first above written. By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (print) Title: Chief Financial Officer Address: ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇ (print) Title: President & CEO Holder's Address for Notice: ________________________________ ________________________________ ________________________________ The undersigned shareholder of Cost-U-Less, Inc., a Washington corporation (“Target”), hereby irrevocably (to the full extent permitted by Section 23B.07.220(4) of the Washington Business Corporation Act) appoints the members of the Board of Directors of NWC (US) Holdings, Inc., a Delaware corporation (“Acquiror”), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of Target that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of Target issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”) in accordance with the terms of this Proxy. The Shares beneficially owned by the undersigned shareholder of Target as of the date of this Proxy are listed on the final page of this Proxy. Upon the undersigned's execution of this Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the expiration Date (as defined below).

Covenants of Acquiror. In order to induce Holder to enter into this Voting Agreement and the Proxy, Acquiror agrees that: (i) it will not acquire any shares of Target unless it acquires all of the shares of Holder; and (ii) Holder will receive the highest price per share that Acquiror pays for any shares in the Acquisition. The parties have caused this Agreement to be duly executed on the date first above written. By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (print) Title: Chief Financial Officer Address: ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ By: /s/ J. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇Name: ▇▇▇▇ Name: J. ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ (print) Title: President & CEO self / trustee Holder's Address for Notice: ________________________________ ________________________________ ________________________________ The undersigned shareholder of Cost-U-Less, Inc., a Washington corporation (“Target”), hereby irrevocably (to the full extent permitted by Section 23B.07.220(4) of the Washington Business Corporation Act) appoints the members of the Board of Directors of NWC (US) Holdings, Inc., a Delaware corporation (“Acquiror”), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of Target that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of Target issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”) in accordance with the terms of this Proxy. The Shares beneficially owned by the undersigned shareholder of Target as of the date of this Proxy are listed on the final page of this Proxy. Upon the undersigned's execution of this Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the expiration Date (as defined below).

Covenants of Acquiror. In order to induce Holder to enter into this Voting Agreement and the Proxy, Acquiror agrees that: (i) it will not acquire any shares of Target unless it acquires all of the shares of Holder; and (ii) Holder will receive the highest price per share that Acquiror pays for any shares in the Acquisition. The parties have caused this Agreement to be duly executed on the date first above written. By: /s/ __/s/▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Charriere_________ Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (print) Title: Chief Financial Officer Address: ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇ (print) Title: President & CEO Holder's Address for Notice: ____Leo P. Charriere__________ (print) Title: ___Chief Financial Officer__________ Address:__77 Main Street___________ __Winnipeg Manitoba RC3 2RI By: ____/s/ JD Delafield________ Name: _______JD Delafield_________ Title: __________________CEO____________ Holder's Address for Notice: _____701 5th Ave., Ste. 3800___ ____Seattle, WA 98104_______ __________________________ The undersigned shareholder of Cost-U-Less, Inc., a Washington corporation (“Target”), hereby irrevocably (to the full extent permitted by Section 23B.07.220(4) of the Washington Business Corporation Act) appoints the members of the Board of Directors of NWC (US) Holdings, Inc., a Delaware corporation (“Acquiror”), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of Target that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of Target issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”) in accordance with the terms of this Proxy. The Shares beneficially owned by the undersigned shareholder of Target as of the date of this Proxy are listed on the final page of this Proxy. Upon the undersigned's execution of this Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the expiration Date (as defined below).

Covenants of Acquiror. In order to induce Holder to enter into this Voting Agreement and the Proxy, Acquiror agrees that: (i) it will not acquire any shares of Target unless it acquires all of the shares of Holder; and (ii) Holder will receive the highest price per share that Acquiror pays for any shares in the Acquisition. The parties have caused this Agreement to be duly executed on the date first above written. By: ___/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Charriere_______ Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (print) Title: Chief Financial Officer Address: ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇ (print) Title: President & CEO Holder's Address for Notice: _____Leo P. Charriere________ (print) Title: ___Chief Financial Officer____________ Address:__77 Main Street___________ __Winnipeg Manitoba RC3 2RI ▇▇▇▇▇▇▇▇ Capital Management LLC By: ________________________/s/ ▇▇▇▇▇ Chadwick______ ________________________________ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Partner Holder's Address for Notice: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ The undersigned shareholder of Cost-U-Less, Inc., a Washington corporation (“Target”), hereby irrevocably (to the full extent permitted by Section 23B.07.220(4) of the Washington Business Corporation Act) appoints the members of the Board of Directors of NWC (US) Holdings, Inc., a Delaware corporation (“Acquiror”), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of Target that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of Target issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”) in accordance with the terms of this Proxy. The Shares beneficially owned by the undersigned shareholder of Target as of the date of this Proxy are listed on the final page of this Proxy. Upon the undersigned's execution of this Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the expiration Date (as defined below).