Neiman-Marcus Group Inc – Class B Stockholders Agreement (September 16th, 2005)
THIS AGREEMENT, dated as of the 1st day of September, 1999, is among The Neiman Marcus Group, Inc., a Delaware corporation (the "Company") and certain parties (herein individually referred to as a "Stockholder" and collectively as the "Stockholders") who are currently stockholders of Harcourt General, Inc., a Delaware corporation ("HGI") and anticipate a distribution of Class B Common Stock of the Company in accordance with the Amended and Restated Distribution Agreement between HGI and the Company dated July 1, 1999 (as amended, supplemented or otherwise modified from time to time, the "Distribution Agreement") and who, by executing this instrument, or a supplemental instrument, elect to become parties hereto and to subject the shares of Class B Common Stock identified herein (or in such supplemental instrument) to the terms and provisions hereof.
Neiman-Marcus Group Inc – Stockholder Agreement (May 4th, 2005)
AGREEMENT, dated as of May 1, 2005 (this "Agreement"), among Newton Acquisition, Inc., a Delaware corporation ("Parent"), Newton Acquisition Merger Sub, Inc., a Delaware corporation ("Merger Sub"), and each of the other parties signatory hereto (each a "Stockholder" and collectively the "Stockholders"). WHEREAS, Parent, Merger Sub and The Neiman Marcus Group, Inc., a Delaware corporation (the "Company"), have entered into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"; terms defined in the Merger Agreement and not otherwise defined herein being used herein as therein defined), pursuant to which, among other things, Merger Sub will merge with and into the Company (the "Merger") and each issued and outstanding share (other than shares cancelled pursuant to Section 2.1 of the Merger Agreement or Dissenting Shares) of Class A Common Stock, Class B Common Stock and Class C Common Stock ("Common Stock") will be converted into the right to receive t