JOINDER AGREEMENT December 22, 2024
Exhibit 47
December 22, 2024
Nordstrom, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Legal Officer, General Counsel and Corporate Secretary
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Ladies and Gentlemen:
Each of the undersigned (collectively, the “Family Owners”) hereby acknowledges that he, she or it has received and reviewed a copy of the Nondisclosure Confidentiality Agreement, dated as of April 17, 2024, by and among ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, and certain related trusts (collectively, “Messrs. ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇”) and Nordstrom, Inc. (the “Company”), a copy of which is attached hereto as Exhibit A (such agreement, together with that certain Joinder Agreement, dated as of September 3, 2024, by and among Messrs. ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the other parties signatory thereto, and certain related trusts, entities and persons, the “NDA”). Capitalized terms used but not defined in this letter agreement (this “Joinder”) and the term “person” have the meaning ascribed thereto in the NDA.
Each Family Owner acknowledges that he, she or it is a potential source of financing to Messrs. ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ in connection with the Possible Transaction. Accordingly, each Family Owner acknowledges that he, she or it is a Representative of Messrs. ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ pursuant to the terms of the NDA and that all references to “Representatives” in the NDA will be deemed to include such Family Owner.
Each Family Owner hereby acknowledges and agrees that:
(i) such Family Owner has been informed by Messrs. ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ of the confidential nature of the Proprietary Information and the Transaction Information;
(ii) such Family Owner shall act in accordance with and be bound by the provisions of the NDA applicable to Messrs. ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as if a party thereto;
(iii) such Family Owner is a member of the Transaction Group and the Transaction Group shall automatically, and without any further action by any person, be disbanded on the date that is the earlier of twelve months after the date of the NDA and the date on which Messrs. ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ notify the Company in writing that they have elected to cease participating in the Transaction Group, which disbandment shall be binding upon all members of the Transaction Group, including the Family Owners; and
(iv) the Proprietary Information and/or Transaction Information may contain or may itself be material non-public information concerning the Company and he, she or it has been advised of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, non-public information about the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information; and
(v) none of the Company, Messrs. ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or their respective Representatives (other than such Family Owner) shall have any liability whatsoever to such Family Owner or any of its representatives, including, without limitation, in contract, tort or under federal or state securities laws, relating to or resulting from the use of the Proprietary Information or any errors therein or omissions therefrom.
Each Family Owner and the Company hereby acknowledge and agree that:
(i) The allowance set forth Section 7(a)(ii) of the NDA shall be amended to include ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. in that provision; and
(ii) Nothing herein or in the NDA shall preclude any Family Owner from transferring or selling any securities of the Company in the Possible Transaction.
This letter agreement shall be governed by the terms and conditions set forth in Section 11 of the NDA, as applicable, mutatis mutandis, as if the Family Owners were Messrs. ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇.
[Signature Page Follows]
| Very truly yours, | ||
| FAMILY OWNERS: | ||
| ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ 1991 Trust | ||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Trustee | |
| ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Trust 1993 | ||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Trustee | |
| ▇▇ ▇▇▇▇▇▇ Family LLC | ||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Manager | |
| /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ | ||
| ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ | ||
| /s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ | ||
| ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ | ||
| BWN Trust u/w ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Title: | Trustee | |
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
|
Address for Family Owners: | |
| ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
Acknowledged and agreed:
COMPANY:
NORDSTROM, INC.
| By: | /s/ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Chief Legal Officer, General Counsel and Corporate Secretary |
Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Legal Officer, General Counsel and Corporate Secretary
| FAMILY OWNERS: | ||
| ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Trust u/w ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. | |
| Title: | Trustee | |
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. | ||
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. | ||
| /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||
| ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||
| 1976 ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Trust FBO ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Title: | Trustee | |
| ▇▇▇▇▇ ▇. ▇▇▇▇ Trust u/w ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇ | |
| Title: | Trustee | |
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ | ||
| ▇▇▇▇▇ ▇. ▇▇▇▇ | ||
| /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||
| Estate of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇’▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇’▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Title: | Co-Executor of the Estate of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Title: | Co-Executor of the Estate of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Title: | Co-Executor of the Estate of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇’▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇’▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 2007 Trust Agreement | ||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. | |
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. | |
| Title: | Trustee | |
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 2007 Trust Agreement | ||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. | |
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. | |
| Title: | Trustee | |
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 2007 Trust Agreement | ||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. | |
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. | |
| Title: | Trustee | |
| LN 1989 TRUST JWN | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Title: | Trustee | |
| LN Holdings JWN LLC | ||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Manager | |
| LN Holdings JWN II LLC | ||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Manager | |
| /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
| Blake & ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 2012 Trust FBO ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||
| By: | /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Title: | Trustee | |
| ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 2012 Trust FBO ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ | ||
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Title: | Trustee | |
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||
| /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||
| /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||
| ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||
MESSRS. ▇▇▇▇ AND ▇▇▇▇ ▇▇▇▇▇▇▇▇▇:
| /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
▇▇▇▇ AND ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 2012 CHILDREN'S TRUST
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Title: | Trustee |
▇▇▇▇ AND ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 2010 MFN TRUST
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Title: | Trustee |
▇▇▇▇ AND ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 2012 CFN TRUST
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Title: | Trustee |
▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 2012 ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Trust
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Title: | Trustee |
▇▇▇▇▇ AND ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 2010 MFN TRUST
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Title: | Trustee |
▇▇▇▇▇ AND ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 2012 CFN TRUST
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Title: | Trustee |
1976 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Trust (aka 1976 ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Trust FBO ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇)
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Title: | Co-Trustee |
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Title: | Co-Trustee |
Trust A u/w ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Title: | Co-Trustee |
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Title: | Co-Trustee | |
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. | |
| Title: | Co-Trustee |
Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
