0001104659-24-131447 Sample Contracts
NONDISCLOSURE CONFIDENTIALITY AGREEMENTNondisclosure Confidentiality Agreement • December 23rd, 2024 • Nordstrom Erik B • Retail-family clothing stores
Erik B. Nordstrom and Peter E. Nordstrom (together with the other non-Company signatories hereto, “you”) have requested of the Special Committee of the Board of Directors (the “Special Committee”) of Nordstrom, Inc. (the “Company”) that you be permitted to obtain and share certain non-public information in connection with your consideration of a possible negotiated transaction between the Company, on the one hand, and one or more of you or your controlled affiliates, on the other hand (the “Possible Transaction”), subject to and effective upon the execution and delivery of this nondisclosure confidentiality agreement (this “Agreement”). The Company is willing to furnish Proprietary Information (as defined below) to you, and permit you to share Proprietary Information with certain persons, on the terms and subject to the conditions of this Agreement.
EL PUERTO DE LIVERPOOL, S.A.B. DE C.V.Equity Financing Commitment • December 23rd, 2024 • Nordstrom Erik B • Retail-family clothing stores • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), by and among Norse Holdings, Inc., a Delaware corporation (“Parent”), Navy Acquisition Co. Inc., a Washington corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Nordstrom, Inc., a Washington corporation (the “Company”), pursuant to which Merger Sub will merge with and into the Company, with the Company being the surviving corporation, on the terms and subject to the conditions set forth in the Merger Agreement (the “Merger”). Capitalized terms used and not defined herein but defined in the Merger Agreement shall have the meanings ascribed to them in the Merger Agreement. This letter is being delivered by El Puerto de Liverpool, S.A.B. de C.V. (the “Investor”) to Parent in connection with the execution of the Merger Agreement.
AGREEMENT AND PLAN OF MERGER by and among NORSE HOLDINGS, INC., NAVY ACQUISITION CO. INC. and NORDSTROM, INC. Dated as of December 22, 2024Agreement and Plan of Merger • December 23rd, 2024 • Nordstrom Erik B • Retail-family clothing stores • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of December 22, 2024 (this “Agreement”), is made by and among Norse Holdings, Inc., a Delaware corporation (“Parent”), Navy Acquisition Co. Inc., a Washington corporation and a direct, wholly owned Subsidiary of Parent (“Acquisition Sub”), and Nordstrom, Inc., a Washington corporation (the “Company”).
LIMITED GUARANTYLimited Guaranty • December 23rd, 2024 • Nordstrom Erik B • Retail-family clothing stores • Delaware
This LIMITED GUARANTY is dated as of December 22, 2024 (this “Limited Guaranty”), and is by the natural persons and trusts set forth on Exhibit A hereto (each, a “Guarantor” and collectively, the “Guarantors”), in favor of Nordstrom, Inc. (the “Company” or the “Guaranteed Party”).
ROLLOVER, VOTING AND SUPPORT AGREEMENTRollover, Voting and Support Agreement • December 23rd, 2024 • Nordstrom Erik B • Retail-family clothing stores • Delaware
This ROLLOVER, VOTING AND SUPPORT AGREEMENT, dated as of December 22, 2024 (this “Agreement”), is made by and among the shareholders listed on the signature page(s) hereto (collectively, the “Shareholders” and each individually, a “Shareholder”), Norse Holdings, Inc., a Delaware corporation (“Parent”) (solely with respect to Sections 1, 11 and 14 through 23), and Nordstrom, Inc., a Washington corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • December 23rd, 2024 • Nordstrom Erik B • Retail-family clothing stores
JOINDER AGREEMENT December 22, 2024Joinder Agreement • December 23rd, 2024 • Nordstrom Erik B • Retail-family clothing stores
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 Erik B. Nordstrom, Peter E. Nordstrom, and certain related trusts (collectively, “Messrs. Erik and Pete Nordstrom”) 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. Erik and Pete Nordstrom, 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.
JOINDER AGREEMENT September 3, 2024Joinder Agreement • December 23rd, 2024 • Nordstrom Erik B • Retail-family clothing stores
Nordstrom, Inc. 1617 Sixth Avenue Seattle, Washington 98101 Attention: Ann Munson Steines, Chief Legal Officer, General Counsel and Corporate Secretary
COOPERATION AGREEMENTCooperation Agreement • December 23rd, 2024 • Nordstrom Erik B • Retail-family clothing stores • Delaware
This Cooperation Agreement (the “Agreement”) is made as of December 22, 2024 (the “Effective Date”) by and among Norse Holdings, Inc., a Delaware corporation (“Parent”), El Puerto de Liverpool, S.A.B. de C.V., a Mexican corporation (sociedad anónima bursátil) (“Liverpool”), and each of the Persons set forth under the heading “Family Members” on the signature pages hereto (each a “Family Member” and collectively the “Family Members” and the Family Members together with Liverpool, the “Investors”, with each an “Investor”). Capitalized terms used herein without definition shall have the respective meanings set forth in the Merger Agreement.