Form SCHEDULE 13D - General Statement of Acquisition of Beneficial Ownership

Exhibit 1

JOINT FILING AGREEMENT

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: December 23, 2024

Erik B. Nordstrom		Estate of Bruce A. Nordstrom

By:	/s/ Erik B. Nordstrom	By:	/s/ Margaret Jean O’Roark Nordstrom
		Name: Margaret Jean O’Roark Nordstrom
Peter E. Nordstrom		Title: Co-Executor of the Estate of Bruce A. Nordstrom

By:	/s/ Peter E. Nordstrom
		By:	/s/ Erik B. Nordstrom
James F. Nordstrom, Jr.		Name: Erik B. Nordstrom
		Title: Co-Executor of the Estate of Bruce A. Nordstrom
By:	/s/ James F. Nordstrom, Jr.

Anne E. Gittinger		By:	/s/ Peter E. Nordstrom
		Name: Peter E. Nordstrom
By:	/s/ Anne E. Gittinger	Title: Co-Executor of the Estate of Bruce A. Nordstrom

Charles W. Riley, Jr.		Susan E. Dunn

By:	/s/ Charles W. Riley, Jr.,	By:	/s/ Susan E. Dunn
solely in his capacity as trustee and not in any individual capacity

Margaret Jean O’Roark Nordstrom		Alexandra F. Nordstrom

By:	/s/ Margaret Jean O’Roark Nordstrom	By:	/s/ Alexandra F. Nordstrom

Linda Nordstrom		Andrew L. Nordstrom

By:	/s/ Linda Nordstrom	By:	/s/ Andrew L. Nordstrom

Molly Nordstrom		Leigh E. Nordstrom

By:	/s/ Molly Nordstrom	By:	/s/ Leigh E. Nordstrom

Kimberly Mowat Bentz		Samuel C. Nordstrom

By:	/s/ Kimberly Mowat Bentz	By:	/s/ Samuel C. Nordstrom

Mari Mowat Wolf		Sara D. Nordstrom

By:	/s/ Mari Mowat Wolf	By:	/s/ Sara D. Nordstrom

Exhibit 2

NONDISCLOSURE CONFIDENTIALITY AGREEMENT

April 17, 2024

Erik B. Nordstrom
Peter E. Nordstrom
1617 Sixth Avenue
Seattle, Washington, 98101

Attention:             Erik B. Nordstrom and Peter E. Nordstrom

Ladies and Gentlemen:

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.

1.             Proprietary Information; Other Defined Terms.

(a)            All information concerning the Company and its subsidiaries and all other information that is furnished to you or your Representatives (as defined below) directly or indirectly by the Company or any of its Representatives, including, without limitation, trade secrets, software programs, intellectual property, data files, source code, computer chips, system designs and product designs, whether or not marked as confidential, whether furnished before or after the date hereof, whether oral, written or electronic, and regardless of the manner in which furnished, together with any notes, reports, summaries, analyses, compilations, forecasts, studies, interpretations, memoranda or other materials prepared by you or any of your Representatives that contain, reference, reflect or are based upon, in whole or in part, any such information (such notes, reports, summaries, analyses, compilations, forecasts, studies, interpretations, memoranda or other materials are referred to herein as “Derivative Materials”), is referred to herein as “Proprietary Information.” Proprietary Information does not include, however, information that (i) was or becomes available to you on a non-confidential basis from a source other than the Company or any of its Representatives, provided that such other source is not known by you or any of your Representatives to be bound by a confidentiality obligation to the Company or any of its affiliates with respect to such information, (ii) was or becomes generally available to and known by the public (other than as a result of a breach by you or any of your Representatives of this Agreement or a violation by you or any of your Representatives of any other confidentiality obligation to the Company or any of its affiliates), (iii) was previously in your possession as demonstrated by your written records, provided that such information is not known by you or any of your Representatives to be subject to another confidentiality obligation to the Company or any of its affiliates (including, without limitation, pursuant any non-use and confidentiality agreements or other obligations of secrecy to the Company or any of its affiliates, contractual or otherwise, that are applicable to them), or (iv) you can demonstrate by written evidence was independently developed by you or any of your Representatives (other than in your role as a director or employee of the Company or its subsidiaries) without derivation from, reference to or reliance upon, or using in any manner, the Proprietary Information and without breach of this Agreement or a violation by you or any of your Representatives of any other non-use or confidentiality obligation to the Company or any of its affiliates. To the extent that any Proprietary Information may include materials subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, you and the Company understand and agree that you and the Company have a commonality of interest with respect to such matters, and it is the mutual desire, intention and understanding of you and the Company that the sharing of such materials is not intended to, and shall not, waive or diminish in any way the confidentiality of such materials or their continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. Accordingly, and in furtherance of the foregoing, you agree not to claim or contend that the Company has waived any attorney-client privilege, work product doctrine or any other applicable privilege by providing information pursuant to this Agreement or any subsequent definitive written agreement regarding a Possible Transaction.

(b)            For purposes of this Agreement, references herein to your “Representatives” shall include only your spouses and your affiliates and your and their respective officers, directors, employees, investment bankers, financial advisors, accountants, legal counsel, consultants, other advisors and, only if you receive the prior written consent of the Company, potential sources of capital or financing (debt, equity or otherwise) (provided that, subject to compliance with Paragraph 10(a) hereof with respect to such persons, no such consent shall be required with respect to (I) any potential source of financing mutually agreed in writing or (II) any potential source of financing who is a Family Owner (as defined below) who executes a confidentiality and standstill agreement directly with the Company or joinder to this Agreement agreeing to be subject to your obligations hereunder (in each case, in a form reasonably acceptable to the Company)); provided that none of the Company or its subsidiaries shall be deemed to be your Representative, and “Representatives” in respect of the Company or the Special Committee shall mean their respective officers, directors, employees, investment bankers, financial advisors, accountants, legal counsel, consultants and other agents and representatives; provided that you shall not be deemed to be a Representative of the Company. As used in this Agreement, (i) the term “person” shall be broadly interpreted to include, without limitation, any corporation, company, limited liability company, partnership, joint venture, trust, other entity or individual and (ii) the term “affiliate” shall have the meaning ascribed thereto in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(c)            The confidentiality and use obligations set forth herein with respect to Proprietary Information shall not restrict Erik B. Nordstrom and Peter E. Nordstrom from carrying out their duties as members of the Company’s and its subsidiaries’ management, and to the extent applicable, members of the boards of directors of the Company and its subsidiaries, in each case that are unrelated to the Possible Transaction, or if related to a Possible Transaction, in (and solely in) such person’s capacity as an officer or director of the Company or any of its subsidiaries, provided that each of them shall continue to be bound by all other non-use and confidentiality agreements or other obligations of secrecy to the Company or any of its affiliates, contractual or otherwise, that are applicable to them.

2.             Use of Proprietary Information and Confidentiality; Transaction Information to Remain Confidential. Except as (i) otherwise permitted under this Agreement (including, without limitation, in accordance with Paragraph 1(c)), (ii) otherwise agreed to in writing by the Company, or (iii) to the extent permitted by this Agreement, if requested or required by applicable law, regulation, stock exchange rule or other market or reporting system or by legal, judicial, regulatory or administrative process (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) (“Legally Required”), you shall, and shall direct your Representatives to, (a) keep all Proprietary Information confidential and not disclose or reveal any Proprietary Information to any person other than your Representatives who are participating in evaluating, negotiating or advising with respect to the Possible Transaction or who otherwise need to know the Proprietary Information for the purpose of evaluating, negotiating or advising with respect to the Possible Transaction (all of whom shall be specifically informed of the confidential nature of such Proprietary Information and directed to abide by the terms of this Agreement applicable to Representatives), (b) not use any Proprietary Information for any purpose other than in connection with evaluating, negotiating or advising with respect to the Possible Transaction or the consummation of the Possible Transaction, and (c) not disclose to any person (other than your Representatives who are participating in evaluating, negotiating or advising with respect to the Possible Transaction, in any such case, whom you will direct to observe the terms of this Agreement relating to the confidential treatment and use of Transaction Information (as defined below)) the existence or terms of this Agreement, that Proprietary Information has been made available, that you, the Company, or any other persons are considering the Possible Transaction or any alternative transaction involving the Company, that you are subject to any of the restrictions set forth in this Agreement, that investigations, discussions or negotiations are taking or have taken place concerning the Possible Transaction or involving the Company, any term, condition or other matter relating to the Possible Transaction or such investigations, discussions or negotiations, including, without limitation, the status thereof, or any information that could enable such other person to identify the Company or any of its affiliates, or any other persons, as a party to any discussions or negotiations with you or others (the items described in this clause (c), “Transaction Information”). Without limiting the foregoing, neither you nor any of your Representatives will, without the prior written consent of the Company, enter into any Exclusive Arrangement with any potential source of capital or financing (debt, equity or otherwise), including, for the avoidance of doubt, any of your Representatives, in connection with the Possible Transaction; provided that, without such prior written consent, you may enter into an Exclusive Arrangement with one or more Family Owners who are your Representatives, subject to compliance with the other terms and conditions of this Agreement. For purposes of this Agreement, an “Exclusive Arrangement” means any agreement, arrangement or understanding, whether written or oral, with any potential source of capital or financing (debt, equity or otherwise), including, for the avoidance of doubt, any of your other Representatives, which does, or could be reasonably expected to, legally or contractually limit, restrict or otherwise impair in any manner, directly or indirectly, such source from consummating a transaction involving the Company or any of its affiliates or acting as a potential source of capital or financing (debt, equity or otherwise) to any other person with respect to a potential transaction with the Company or any of its affiliates. If the Special Committee, the Company or any of their respective Representatives publicly disclose any Transaction Information (other than to other Representatives of the Company or Special Committee who need to know such information in connection with a Possible Transaction) then you shall also be permitted to disclose such disclosed Transaction Information and any additional Transaction Information required to make the disclosed Transaction Information not misleading in a material respect.

3.             Legally Required Disclosure. In the event that you (or any of your Representatives) should be Legally Required to disclose any Proprietary Information or Transaction Information, you shall, to the extent legally permissible and reasonably in advance of such disclosure, provide the Company with prompt written notice of such requirement. You also agree, to the extent legally permissible, to provide the Company, in advance of any such disclosure, with a list of any Proprietary Information and Transaction Information that you intend (or that your Representative intends) to disclose (and, if applicable, the text of the disclosure language itself) and to cooperate with the Company (at the Company’s sole expense) to the extent it may seek to limit such disclosure, including, without limitation, if requested, taking all reasonable steps to resist or avoid (to the extent legally permissible) any such legal, judicial, regulatory or administrative process. If you are (or any of your Representatives is) Legally Required to disclose any Proprietary Information or Transaction Information, you or your Representative, as applicable, (a) will exercise reasonable best efforts to obtain assurance that confidential treatment will be accorded to that Proprietary Information or Transaction Information, as applicable, and (b) may disclose, without liability hereunder, such portion of the Proprietary Information or Transaction Information that, according to the advice of your counsel, is Legally Required to be disclosed (the “Public Disclosure”); provided, however, that, to the extent legally permissible prior to such disclosure, you shall have considered in good faith the Company’s suggestions concerning the scope and nature of the information to be contained in the Public Disclosure. Notwithstanding the foregoing, your Representatives who are accounting firms may disclose Derivative Materials to the extent, if any, required by law, rule, regulation or applicable professional standards of the American Institute of Certified Public Accountants, Public Company Accounting Oversight Board or state boards of accountancy or obligations thereunder, provided that, to the extent permitted by law or regulation, prior written notice of any such required disclosure will be provided to the Company.

4.             Responsibility for Representatives. You agree that you shall, at your sole expense, undertake all reasonable measures (i) to restrain your Representatives from prohibited or unauthorized disclosure or use of any Proprietary Information or Transaction Information and (ii) to safeguard and protect the confidentiality of the Proprietary Information and the Transaction Information disclosed to you or any of your Representatives and to prevent the use of any Proprietary Information or Transaction Information in any way that would violate any antitrust or other applicable law or this Agreement. You will notify the Company promptly in writing of any breach of this Agreement by you or, to your knowledge, your Representatives. You will be responsible for any breach of this Agreement by you and any deemed breach of this Agreement by any of your Representatives (which shall include any failure by your Representatives to comply with directives that you are required to give to your Representatives hereunder). You are aware, and will advise your Representatives to whom any Proprietary Information or Transaction Information is disclosed, of the restrictions imposed by applicable 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.

5.             No Representations Regarding Proprietary Information.

(a)            You understand and agree that neither the Company nor any of its Representatives makes any representation or warranty, express or implied, on which you may rely as to the accuracy or completeness of the Proprietary Information for your purposes and that only those representations and warranties made by the Company in a subsequent definitive written agreement related to the Possible Transaction, if any, and subject to such limitations and restrictions as may be specified therein, shall have any legal effect. You agree that, other than as may be set forth in such definitive written agreement, neither the Company nor any of its Representatives shall have any liability whatsoever to you or any of your 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.

(b)            Without limiting the generality of Paragraph 5(a), the Proprietary Information may include certain statements, estimates and projections with respect to the Company’s anticipated future performance. Such statements, estimates and projections reflect various assumptions made by the Company, which assumptions may or may not prove to be correct, and are subject to various risks and uncertainties. No representations, warranties or assurances are made by the Company or any of its Representatives as to such assumptions, statements, estimates or projections, including, without limitation, any budgets, and you hereby waive any claims in respect thereof.

(c)            You acknowledge and agree that (i) the Company shall be free to conduct any process for an acquisition or business combination transaction involving the Company as the Company in its sole and absolute discretion shall determine (including, without limitation, negotiation with any other person and, other than solely as may be required in your capacity as a director of the Company, entering into a definitive written agreement without prior notice to you or any other person) and (ii) the Company reserves the right, in its sole and absolute discretion, to reject any proposals and to terminate discussions and negotiations with you at any time for any reason whatsoever; provided, that if the Special Committee informs you in writing within sixty days of the date hereof that it is no longer considering a Possible Transaction (which, for the avoidance of doubt, shall not include a rejection of a proposal for a Possible Transaction), your restrictions and obligations under Paragraph 7 shall terminate and be of no further force or effect.

6.             Return or Destruction of Proprietary Information. Upon the Company’s request, subject to the provisions of Paragraph 1(c), you shall (and shall direct your Representatives to) promptly (and in any event within five days) either (at your or your Representative’s option) return to the Company or destroy (and certify such destruction to the Company in writing) all copies or other reproductions of Proprietary Information, other than any Derivative Materials, in your possession or the possession of any of your Representatives, and shall not retain any copies or other reproductions, in whole or in part, of such materials. You shall (and shall direct your Representatives to) destroy all Derivative Materials (including, without limitation, expunging all such Derivative Materials from any computer, word processor or other device containing such information), and such destruction will be certified in writing to the Company. Notwithstanding the foregoing, you and your Representatives may retain (a) data or electronic records containing Proprietary Information for the purposes of backup, recovery, contingency planning or business continuity planning so long as such data or records are not accessible in the ordinary course of business and are not accessed except as required for backup, recovery, contingency planning or business continuity planning purposes, and (b) one copy each exclusively for regulatory or records retention policy compliance and for dispute resolution; provided, that any such Proprietary Information may not be accessed or used for any other purpose. Notwithstanding the return or destruction of Proprietary Information required by this Paragraph 6, you and your Representatives shall continue to be bound by all duties and obligations hereunder in accordance with the terms hereof. For avoidance of doubt, this Paragraph 6 shall not apply to any information that would constitute Proprietary Information and/or Derivative Materials but was received by you in your role as a director or employee of the Company or its subsidiaries.

7.             Standstill. You hereby represent to the Company that, as of the date hereof, except as set forth in reports filed prior to the date hereof with the U.S. Securities and Exchange Commission, neither you nor, to your knowledge, any of your present Representatives as of the date hereof, has beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of any securities of the Company or any of its subsidiaries. In consideration for your being permitted to share Proprietary Information with certain persons, you agree that, unless requested in writing in advance by the Special Committee’s Representatives (for so long as the Special Committee is in existence and the Company’s Representatives acting at the direction of the independent and disinterested members of the Board of Directors after the Special Committee has been disbanded), neither you nor your Representatives will, at any time during the twelve month period commencing on the date hereof (or, at any time during such period, assist, advise, act in concert or participate with or knowingly encourage others to), directly or through others (including, without limitation, in your capacity as a trustee): (a) acquire (or agree, offer, seek or propose to acquire, in each case, publicly or privately), by purchase, tender offer, exchange offer, agreement or business combination or in any other manner, any ownership, including, but not limited to, beneficial ownership, as defined in Rule 13d-3 under the Exchange Act, of any material assets or businesses or any securities of the Company or any direct or indirect subsidiary thereof, or any rights or options to acquire such ownership (including, without limitation, from any third party) (provided that this clause (a) shall not prohibit (i) any of you from gifting or otherwise transferring to another signatory hereto, shares of common stock held by you (provided that you give the Company written notice of the details of any such gift or transfer no later than three days after it is made) or from acquiring shares of stock pursuant to distributions to shareholders of the Company by the Company, (ii) Erik B. Nordstrom and Peter E. Nordstrom from being awarded or receiving any grants of equity awards or equity securities of the Company upon vesting or exercise of such awards pursuant to their roles as members of the Company’s management and/or the Company’s board of directors); (iii) any of you or any of your parents, step-parents, spouses, aunts, uncles, children, nephews, nieces, cousins, or other blood relatives, and any trusts for which you now or in the future serve in any administrative or trust capacity (collectively, the “Family Owners,” and each individually, a “Family Owner”) or for which any Family Owner is a trustee or beneficiary, from making or receiving bona fide gifts or transfers of any equity securities of the Company from any other Family Owner, (iv) any transfer or acquisition of rights or beneficial ownership in respect of any equity securities of the Company made in respect of bona fide estate planning, resulting from or to give effect to, any estate plans; or (v) acting in any fiduciary role with respect to any Family Owner(s), or trust for the benefit of such Family Owner(s), including, but not limited to, executor, trustee, attorney-in-fact, agent, and/or custodian, and taking all any and all actions required thereby; (b) publicly or privately offer to enter into, or publicly or privately propose (except in your capacity as an officer of the Company where the Company is acting as an acquiror, in each case only if expressly invited to do so by the Special Committee), any merger, business combination, recapitalization, restructuring or other extraordinary transaction with the Company or any direct or indirect subsidiary thereof; (c) unless (i) the Board of Directors or the Special Committee adversely alters the status, duties and terms of employment (other than changes to compensation in the ordinary course of business by the Compensation Committee of the Board) in a material respect or expressly threatens the employment status of Erik B. Nordstrom or Peter E. Nordstrom or requests either of their resignations as an officer, employee or director of the Company, or (ii) the Board of Directors or any committee thereof proposes to seek the resignation of Erik Nordstrom or Peter Nordstrom from the Board of Directors or communicates an intent not to nominate them for re-election as members of the Board of Directors, (A) initiate any stockholder proposal, or except in your capacity as a director or officer of, in each case only if expressly directed to do so by the Company’s board of directors, the Company with respect to any annual or special meeting called by the Board of Directors, the convening of a stockholders’ meeting of or involving the Company or any direct or indirect subsidiary thereof; or (B) solicit proxies (as such terms are defined in Rule 14a-1 under the Exchange Act), whether or not such solicitation is exempt pursuant to Rule 14a-2 under the Exchange Act, with respect to any matter, except in your capacity as an officer or director of the Company, in each case only if expressly directed to do so by the Company’s board of directors, otherwise seek to influence, advise or direct the vote of, holders of any shares of capital stock of the Company or any securities convertible into or exchangeable or exercisable for (in each case, whether currently or upon the occurrence of any contingency) such capital stock, or make any communication exempted from the definition of solicitation by Rule 14a-1(I)(2)(iv) under the Exchange Act; (d) other than discussions, negotiations, agreements, arrangements or understandings among yourselves and your Representatives with respect to the Possible Transaction in compliance with this Agreement, enter into any discussions, negotiations, agreements, arrangements or understandings with any other person with respect to any matter described in the foregoing clauses (a) through (c) or form, join or participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) to vote, acquire or dispose of any securities of the Company or any of its subsidiaries; or (e) other than as expressly permitted by this Agreement (x) make any public disclosure, or (y) take any action that could reasonably be expected to require you or the Company to make a public disclosure, with respect to any of the matters set forth in this Agreement. Notwithstanding anything in this Paragraph 7 to the contrary, you may (1) unless otherwise requested by the Special Committee, enter into discussions with the Special Committee and its Representatives to explore a Possible Transaction, and (2) make requests (but only privately to the Company and not publicly) for amendments, waivers, consents under or agreements not to enforce clauses (a) through (c) of this Paragraph 7 and may make proposals or offers (but only privately to the Company not publicly) regarding the transactions contemplated by clauses (a) through (c) of this Paragraph 7, in each case under this clause (2), at any time after a Fundamental Change Event (as defined below). A “Fundamental Change Event” means the Company has after the date of this Agreement entered into a definitive written agreement providing for (i) any acquisition of 30% or more of the voting securities of the Company by any person or group, (ii) any acquisition of a majority of the consolidated assets of the Company and its subsidiaries by any person or group, or (iii) any tender or exchange offer, merger or other business combination or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction (provided that, in the case of any transaction covered by the foregoing clause (iii), immediately following such transaction, any person, other than you or your controlled affiliates (or the direct or indirect shareholders of such person), will beneficially own a majority of the outstanding voting power of the Company or the surviving parent entity in such transaction). For purposes of this Paragraph 7, the following will be deemed to be an acquisition of beneficial ownership of securities: (1) establishing or increasing a call equivalent position, or liquidating or decreasing a put equivalent position, with respect to such securities within the meaning of Section 16 of the Exchange Act; or (2) entering into any swap or other arrangement that results in the acquisition of any of the economic consequences of ownership of such securities, whether such transaction is to be settled by delivery of such securities, in cash or otherwise. For purposes of this Paragraph 7, any acquisition of beneficial ownership of securities shall not include an acquisition pursuant to any stock split, reverse stock split, recapitalization, reclassification of shares, or similar transaction, in each case undertaken by the Company.

8.              No Solicitation of Employees. You agree that, without the prior written consent of the Company, you shall not (and you shall direct your Representatives not to), for a period of two years after the date hereof, directly or through others, solicit the services of or employ, as employee, consultant or otherwise, (a) any executive officer or member of the board of directors of the Company (other than your family members) or (b) any other person (other than your family members) who is employed by the Company or any of its direct or indirect subsidiaries on the date hereof or at any other time hereafter and prior to the termination of discussions between you and the Company with respect to the Possible Transaction and whose annual salary (at the time of any such solicitation) exceeded $200,000 (any such person described in clause (b) referred to herein as an “Other Employee”); provided, however, that the foregoing shall not preclude (1) the solicitation (or employment as a result of the solicitation) of Other Employees whose employment has been terminated or (2) the solicitation (or employment as a result of the solicitation) of Other Employees through (i) public advertisements or general solicitations that are not specifically targeted at such person(s) or (ii) recruiting or search firms retained by you, or internal search personnel who did not have access to Proprietary Information, using a database of candidates without targeting the Company or specific individuals, without direction or knowledge on your behalf by any person who had access to Proprietary Information. You agree that you and your Representatives will not, without the prior written consent of the Company, engage in discussions with management of the Company regarding the terms of their post-transaction employment or equity participation as part of, in connection with or after a Possible Transaction, unless and until a definitive agreement is executed and delivered with respect to the Possible Transaction.

9.             Ownership of Proprietary Information. You agree that the Company is and shall remain the exclusive owner of the Proprietary Information (other than Derivative Materials to the extent created by you, other than Proprietary Information reflected therein) and all patent, copyright, trade secret, trademark, domain name and other intellectual property rights therein. No license or conveyance of any such rights or any portions thereof to you or any of your Representatives is granted or implied under this Agreement.

10.           Certain Process Matters.

(a)            Subject to and effective upon the execution and delivery of this Agreement, upon a recommendation from the Special Committee, a majority of the members of the Board of Directors has approved in advance, for purposes of Section 23B.19.040(1) of the Washington Business Corporation Act (the “Washington Act”), the formation of a group among the signatories hereto and certain other persons who are not yet members with you of a “group” under Section 13(d)(3) of the Exchange Act (the “Transaction Group”) that may, as a result of the Transaction Group’s “beneficial ownership” (as defined in the Washington Act) of shares of the Company’s common stock constitute an “acquiring person” as defined in the Washington Act. Each of you (i) represents and warrants to the Company that prior to the execution and delivery of this Agreement such person has not taken any actions that, but for the prior approval of the Board, would require approvals under Section 23B.19.040(1)(a)(iii) of the Washington Business Corporation Act and (ii) covenants that such person shall not take any actions that, but for the prior approval of the Board, would require approvals under Section 23B.19.040(1)(a)(iii) of the Washington Business Corporation Act. It is understood and agreed that each of you that is a signatory hereto is executing and delivering this Agreement individually, that no decision has been made by you at this time to form, join or participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) (other than as between the signatories hereto) to vote, acquire or dispose of any securities of the Company or any of its subsidiaries or to act as a partnership, syndicate, or other group for the purpose of acquiring, holding, or dispersing of any securities of the Company or any of its subsidiaries, and that the execution and delivery of this Agreement by all signatories does not, in and of itself, give rise to the formation of such a “group”, partnership, syndicate, or other group. Upon the formation of any partnership, syndicate, or other group within the meaning of Section 23B.19.020(12) of the Washington Act between you and one or more members of the Transaction Group other than the signatories hereto, such other person shall promptly execute and deliver to the Company a joinder to this Agreement agreeing to be bound by your obligations hereunder. Notwithstanding whether any partnership, syndicate, or other group for the purpose of acquiring, holding or dispersing of securities of the Company within the meaning of Section 23B.19.020(12) of the Washington Act has been formed between or among any members of the Transaction Group, 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 hereof and the date on which you notify the Company in writing that you have elected to cease participating in the Transaction Group, which disbandment shall be binding upon all members of the Transaction Group. You acknowledge and agree that (a) after the disbandment of the Transaction Group, neither you nor any other members of the Transaction Group shall form another partnership, syndicate, or other group within the meaning of Section 23B.19.020(12) of the Washington Act (whether composed of some or all of the persons who are members of the Transaction Group or some or all of such persons and other persons) that may be considered an “acquiring person” under the Washington Act, and (b) the additional board and shareholder voting requirements set forth in Section 23B.19.040(1)(a)(iii) of the Washington Act will be required with respect to any “significant business transaction” (as defined in the Washington Act) involving any such new partnership, syndicate, or other group (or “affiliates” or “associates” (as such terms are defined in the Washington Act) thereof) and the Company during the five year period following the formation of such new partnership, syndicate, or other group, unless, prior to such formation, the formation of such new partnership, syndicate, or other group is approved by a majority of the Board of Directors consisting of independent and disinterested members of the Board of Directors. This Paragraph 10(a) shall survive the termination of this Agreement.

(b)            You agree as follows: (i) you shall keep the Special Committee informed on a current basis of the status of discussions with Representatives that are possible financing sources and (ii) following the delivery of any proposal relating to a Possible Transaction submitted by you or your Representatives to the Special Committee, you shall provide the Special Committee with documentation regarding such discussions that is reasonably responsive to requests from the Special Committee.

(c)            For the avoidance of doubt, Moelis & Company LLC (“Moelis”) has been permitted to contact persons until the date hereof for the sole purpose of evaluating their interest in being a source of financing for a Possible Transaction, provided that (i) Moelis has not contacted any persons whom Moelis, you or your other Representatives knew has entered into a confidentiality agreement with the Company, (ii) Moelis, you and your other Representatives have not disclosed any Confidential Information to any such person, which Confidential Information may only be disclosed pursuant to a confidentiality agreement, if any, entered into between the Company and such person, and (iii) no later than the date hereof, you shall have provided the Special Committee with a list of persons contacted by Moelis, and any persons who contacted Moelis or you, regarding a Possible Transaction and identify any such persons who are interested in being a source of financing for a Possible Transaction.

11.           Miscellaneous.

(a)            The parties acknowledge that irreparable damage would occur to the Company or you if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, you and the Company agree that a party, without prejudice to any rights and remedies otherwise available, shall be entitled to equitable relief, including, without limitation, specific performance and injunction, in the event of any breach or threatened breach by a party or its Representatives of the provisions of this Agreement without proof of actual damages. Neither party will oppose the granting of such relief on the basis that there is an adequate remedy at law. No party shall seek, and each party will waive any requirement for, the securing or posting of a bond in connection with a party seeking or obtaining such relief.

(b)            The parties agree that no failure or delay by the other party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. No party’s waiver of any right, power or privilege hereunder, and a party’s consent to any action that requires its consent hereunder, shall be effective only if given in writing by such party.

(c)            If any provision contained in this Agreement or the application thereof to you, the Company or any other person or circumstance shall be invalid, illegal or unenforceable in any respect under any applicable law as determined by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions contained in this Agreement, or the application of such provision to such persons or circumstances other than those as to which it has been held invalid, illegal or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. In the case of any such invalidity, illegality or unenforceability, such invalid, illegal or unenforceable provision shall be replaced with one that most closely approximates the effect of such provision that is not invalid, illegal or unenforceable. Should a court refuse to so replace such provision, the parties hereto shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties hereto.

(d)            This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Any assignment of this Agreement by you (including, without limitation, by operation of law) without the prior written consent of the Company shall be void. Any purchaser of the Company or of all, or substantially all, the Company’s assets shall be entitled to the benefits of this Agreement, whether or not this Agreement is assigned to such purchaser.

(e)            This Agreement (i) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior discussions, negotiations, agreements, arrangements and understandings between the parties hereto with respect to the subject matter hereof, (ii) may be amended or modified only in a written instrument executed by the parties hereto, and (iii) shall, except as otherwise specifically set forth herein, cease to be effective three years after the date hereof; provided, however, that the confidentiality provisions contained herein shall continue to apply to you so long as you or any of your Representatives retain copies of any Proprietary Information or Transaction Information. Without limiting the generality of the preceding sentence, any “click-through” or similar confidentiality agreement entered into by a Receiving Party or any of its Representatives in connection with accessing any electronic data room will have no force or effect, whether entered into before, on or after the date hereof.

(f)            THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF WASHINGTON APPLICABLE TO CONTRACTS EXECUTED IN AND TO BE PERFORMED IN THAT STATE. Each party hereto irrevocably and unconditionally consents to submit to the exclusive personal jurisdiction of the courts of the State of Washington and the United States of America, in each case located in King County, Washington, for such actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any such action, suit or proceeding except in such courts). Notwithstanding the foregoing, any party hereto may commence an action, suit or proceeding with any governmental entity anywhere in the world for the sole purpose of seeking recognition and enforcement of a judgment of any court referred to in the preceding sentence. Each party hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby in the courts of the State of Washington and the United States of America, in each case in King County, Washington, and further waives the right to, and agrees not to, plead or claim that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Service of any process, summons, notice or document by U.S. registered mail to your address set forth below or to the Company’s address set forth below shall be effective service of process for any action, suit or proceeding brought against you or the Company, as applicable, in any court of competent jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(g)            Any notice or other communication required or permitted under this Agreement shall be treated as having been given or delivered when (i) delivered personally or by overnight courier service (costs prepaid), (ii) sent by facsimile or e-mail with confirmation of transmission by the transmitting equipment, or (iii) received or rejected by the addressee, if sent by certified mail, return receipt requested, in each case, subject to the preceding sentence, to the addresses, facsimile numbers or e-mail addresses and marked to the attention of the person (by name or title) designated below (or to such other address, facsimile number, e-mail address or person as such party may designate by a written notice delivered to the other party hereto). You also agree not to initiate or maintain contact related to the Possible Transaction with any Representative (other than the Company’s financial advisors and counsel), customer or supplier of the Company (or any of its affiliates), except with the express permission of the Company.

(h)            When this Agreement calls for the consent of the Company, instructions by the Company, waivers by the Company, or any similar actions by the Company, or any notice to the Company, it means a consent, instruction, waiver or similar action by, and notice to, the Special Committee or any person designated by the Special Committee for so long as the Special Committee is in existence. After the date that the Special Committee has been disbanded, any references in this Agreement to the Special Committee shall be deemed a reference to the Company acting at the direction of the independent and disinterested members of the Board of Directors unless the Board of Directors empowers another committee of the Board of Directors with authority relating to a possible transaction with you (in which case any references to the Special Committee shall refer to such committee).

(i)             This Agreement also constitutes notice to you that the Special Committee has engaged Sidley Austin LLP (“Sidley”) as its legal counsel in connection with the Possible Transaction. Notwithstanding the fact that Sidley may have represented, and may currently represent, the Company, you and/or any of your Representatives with respect to matters unrelated to the Possible Transaction, you (on behalf of yourself and your affiliates) hereby (i) consent to Sidley’s continued representation of the Special Committee in connection with the Possible Transaction, (ii) waive any actual or alleged conflict that may arise from Sidley’s representation of the Special Committee in connection with the Possible Transaction, and (iii) agree that Sidley will be under no duty to disclose any confidential information of the Company to you. By entering into this Agreement, you hereby acknowledge that the Company and Sidley will be relying on your consent and waiver provided hereby. In addition, you hereby acknowledge that your consent and waiver under this Paragraph 11(i) is voluntary and informed, and that you have obtained independent legal advice with respect to this consent and waiver. If you have any questions regarding this Paragraph 11(i), please contact Gary Gerstman and Derek Zaba at Sidley Austin LLP at (312) 853-2060 and (650) 565-7131 or at ggerstman@sidley.com and dzaba@sidley.com.

(j)             You and the Company each agree that unless a definitive agreement is executed and delivered with respect to the Possible Transaction (in which case, until such execution and delivery), neither the Company nor you intends to be, nor shall either of us be, under any legal obligation with respect to the Possible Transaction or otherwise, by virtue of any written or oral expressions by our respective Representatives with respect to the Possible Transaction, including, without limitation, any obligation to commence or continue discussions or negotiations, except for the matters specifically agreed to in this Agreement.

(k)             For the convenience of the parties, this Agreement may be executed by PDF, facsimile or other electronic means and in counterparts, each of which shall be deemed to be an original, and both of which, taken together, shall constitute one agreement binding on both parties hereto.

[Signature pages follow]

Please confirm your agreement with the foregoing by signing and returning to the undersigned the duplicate copy of this Agreement enclosed herewith.

Very truly yours,

NORDSTROM, INC.

By:

/s/ Ann Munson Steines

Name: Ann Munson Steines
Title: Chief Legal Officer, General Counsel
Address: 1617 Sixth Avenue, Seattle, Washington 98101
Attention: Ann Munson Steines, Chief Legal Officer, General Counsel and Corporate Secretary

ACCEPTED AND AGREED AS OF THE ABOVE DATE

/s/ Erik B. Nordstrom
Erik B. Nordstrom

/s/ Peter E. Nordstrom
Peter E. Nordstrom

PETE AND BRANDY NORDSTROM 2012 CHILDREN’S TRUST

By:	/s/ Erik B. Nordstrom
Name: Erik B. Nordstrom
Title: Trustee

PETE AND BRANDY MFN 2010 TRUST

By:	/s/ Erik B. Nordstrom
Name: Erik B. Nordstrom
Title: Trustee

PETE AND BRANDY CFN 2012 TRUST

By:	/s/ Erik B. Nordstrom
Name: Erik B. Nordstrom
Title: Trustee

ERIK AND JULIE NORDSTROM 2012 SDN TRUST

By:	/s/ Peter E. Nordstrom
Name: Peter E. Nordstrom
Title: Trustee

BRUCE & JEANNIE NORDSTROM 2010 MFN TRUST

By:	/s/ Peter E. Nordstrom
Name: Peter E. Nordstrom
Title: Trustee

BRUCE & JEANNIE NORDSTROM 2012 CFN TRUST

By:	/s/ Peter E. Nordstrom
Name: Peter E. Nordstrom
Title: Trustee

1976 BRUCE A. NORDSTROM TRUST (aka ELIZABETH NORDSTROM 1976 TRUST FBO BRUCE NORDSTROM)

By:	/s/ Peter E. Nordstrom
Name: Peter E. Nordstrom
Title: Co-Trustee

By:	/s/ Erik B. Nordstrom
Name: Erik B. Nordstrom
Title: Co-Trustee

FRANCES W. NORDSTROM TRUST FBO BAN, created under will dated April 4, 1984

By:	/s/ Peter E. Nordstrom
Name: Peter E. Nordstrom
Title: Co-Trustee

By:	/s/ Erik B. Nordstrom
Name: Erik B. Nordstrom
Title: Co-Truste

Address: 1617 Sixth Avenue, Seattle, Washington 98101
Attention: Erik B. Nordstrom and Peter E. Nordstrom

Exhibit 22

September 3, 2024

Special Committee of the Board of Directors of Nordstrom, Inc.
c/o Morgan Stanley & Co. LLC & Centerview Partners LLC
1617 Sixth Avenue
Seattle, Washington 98101
Attention: Carmen Molinos & Tony Kim

Ladies & Gentlemen:

We write in response to your letter, dated June 19, 2024, with respect to your invitation to submit this written proposal (the “Proposal”) for a potential acquisition (the “Proposed Transaction”) of Nordstrom, Inc. (the “Company”).

As you know, Erik and Peter Nordstrom have been exploring the possibility of making a proposal to acquire the Company in a going private transaction. On August 31, 2024, they requested that the Board of Directors of the Company (the “Board”) grant them permission to form a group comprising (i) certain other members of the Nordstrom family, including various family-affiliated trusts and the estate of Bruce Nordstrom (the “Family Group”), and (ii) El Puerto de Liverpool, S.A.B. de C.V. (“Liverpool,” together with the Family Group, the “Buyer Group”). Prior to the delivery of this letter, on September 3, 2024, the Board of Directors authorized the formation of the Buyer Group. The members of the Buyer Group beneficially own approximately 43% of the outstanding shares of the Company’s common stock, based on the aggregate number of shares of the Company’s common stock reported on the Company’s most recently filed quarterly report on Form 10-Q.

On behalf of the Buyer Group, we are pleased to submit our proposal (this “Proposal”) to acquire 100% of the outstanding shares of common stock of the Company (other than the Rollover Shares (as defined below)) at a cash purchase price of $23.00 per share (the “Offer Price”), on the terms set forth in this letter.

Valuation and Assumptions: This purchase price provides a significant premium to the unaffected price of the Company’s shares in a transaction with a high degree of certainty to close. Our price represents:

a 34.8% premium over the unaffected price of $17.06 per share on March 18, 2024, the closing price on the day before news reports were first published disclosing discussions between the Company and Erik and Peter Nordstrom regarding the Proposed Transaction; and

an 11.0% premium over the $20.71 average twelve month consensus share price targets for 14 analysts who regularly cover the Company’s share performance.

Our Proposal implies an equity value for the Company of $3.764 billion, and assumes the following:

an aggregate of $2.615 billion of indebtedness outstanding as of the consummation of the Proposed Transaction, all of which would remain outstanding thereafter;

an aggregate of approximately 163,648,780 shares of common stock of the Company outstanding immediately prior to the completion of the Proposed Transaction; and

that promptly following the closing of the Proposed Transaction, the Company will fund the currently underfunded amount under the Company’s Supplemental Executive Retirement Plan (“SERP”), with the exception of the amounts required to be funded on behalf of Erik Nordstrom, Peter Nordstrom and Jamie Nordstrom, who are willing to waive the funding requirement for their SERP benefits.

Identity of Purchaser: The purchaser is expected to be a newly-formed Delaware entity (“Parent”) that will be jointly owned by: (a) an entity formed by the Family Group (such entity, the “Family Investor”), and (b) Liverpool (collectively with the Family Investor, the “Investors”). It is expected that immediately following the completion of the Proposed Transaction, Parent would be owned approximately 50.1% by the Family Investor and 49.9% by Liverpool.

Liverpool is a leading Mexican omnichannel retail group with significant resources and access to capital to facilitate a transaction. Founded more than 175 years ago, Liverpool operates 312 stores across its various retail banners in 87 cities in Mexico and is Mexico’s third largest credit card issuer with more than 7.2 million active accounts. Liverpool is a public company, listed on the Mexican Stock Exchange since 1964 and has a market capitalization of ~$8.6 billion, yearly revenues of ~$10.5 billion for 2023 and cash and cash equivalents of ~$1.2 billion as of June 30, 2024. Liverpool has a corporate debt rating of BBB by Standard & Poor’s and BBB+ by Fitch.

Structure Considerations: The Proposed Transaction would be effected via a merger of a newly-formed, wholly-owned corporate subsidiary of Parent with and into the Company (the “Merger”), with the Company being the surviving corporation of the Merger. Each outstanding share of common stock of the Company outstanding as of the effective time of the Merger (other than dissenting shares, shares held in treasury of the Company and the Rollover Shares), would be converted into the right to receive the Offer Price.

Sources of Financing: The Proposed Transaction would be funded as follows:

Immediately prior to the effective time of the Merger, pursuant to rollover agreements entered into in connection with the execution of definitive documentation for the Proposed Transaction: (a) the Family Group would contribute to the Family Investor an aggregate of approximately 49.6 million shares of common stock of the Company in exchange for newly-issued equity interests in the Family Investor, having an implied value of approximately $1.14 billion based on the Offer Price, and, in turn, the Family Investor would contribute those shares, and (b) Liverpool would contribute an aggregate of 15,755,000 shares of common stock of the Company, having an aggregate implied value of $362 million based on the Offer Price (the shares of common stock of the Company referenced in clauses (a) and (b), collectively, the “Rollover Shares”), in each case, to Parent in exchange for newly-issued common equity interests in Parent.

In addition to the Rollover Shares contributed to Parent by the Investors, (a) the Family Investor would commit to provide an additional $454 million to Parent in exchange for newly-issued common interests in Parent, and (b) Liverpool would commit to provide an additional approximate $1.23 billion to Parent in exchange for newly-issued common interests in Parent, in each of cases (a) and (b) pursuant to equity commitment letters to be executed in connection with entrance of Parent into definitive documentation providing for the Proposed Transaction.

We also expect to obtain incremental bank financing of $250 million at the Company. We have received preliminary proposals from two existing lenders to the Company, and with the Company’s continued cooperation, are highly confident in our ability to arrange this incremental financing and secure financing commitment letters.

A sources and uses table for the Proposed Transaction is set forth below:

Sources ($ in millions)
Company Cash on Balance Sheet	$	620
Company Existing Debt		2,615
New Transaction Debt		250
Family Investor Equity Roll		1,141
Family New Equity		454
Liverpool Equity Roll		362
Liverpool New Equity		1,226
Total Sources	$	6,669

Uses ($ in millions)
Company Equity Value	$	3,764
Existing Debt		2,615
SERP Funding		140
Preliminary Transaction Fees		50
Minimum Cash Balance at the Company		100

Total Uses	$	6,669

Due Diligence Requirements: The Buyer Group has completed the necessary due diligence to allow it to make this Proposal, including (a) business and industry due diligence and (b) preliminary financial and accounting due diligence. The Buyer Group would expect to complete limited, confirmatory due diligence on an expedited basis.

Approvals and Timing: We are prepared to negotiate and execute definitive documentation on an expedited basis and complete the Proposed Transaction as promptly as practicable. We would expect that the limited, confirmatory due diligence described above would be completed in parallel with the negotiation of definitive documentation for the Proposed Transaction. We welcome further discussions with the Special Committee around how we would propose to enter into definitive documentation for the Proposed Transaction as expeditiously as possible.

While the Family Group and Liverpool have all approved the making of this Proposal, execution of definitive documentation with respect to the Proposed Transaction would be subject to, among other things, final approval of the board of directors of Liverpool.

Our Proposal requires that it be approved not only by the Special Committee and the Board, and meet the two-third (2/3) shareholder vote requirement (including the shares held by the Buyer Group) under Washington State law, but also by a non-waivable majority of the outstanding shares of the Company other than shares owned by the Buyer Group. We also reiterate that in our capacity as shareholders of the Company, members of the Buyer Group will engage in good faith discussions with other potential buyers of the Company who submit a competing proposal, should one present itself, but, presently, we have no interest in a disposition or sale of our collective holdings in the Company, other than as contemplated by this Proposal. In our capacity as shareholders, we currently have no intention to vote in favor of any alternative or competing sale, merger or similar transaction involving the Company.

Required Legal Disclosure: In accordance with our legal obligations, each of Liverpool and the Family Group will promptly file a Schedule 13D, including a copy of this letter. In addition, Liverpool will promptly file a notice of material corporate event (evento relevante) as required pursuant to the Mexican Securities Market Law (Ley del Mercado de Valores).

Contacts: Each of the Family Group and Liverpool has retained financial and legal advisors in connection with the making of this Proposal and the Proposed Transaction as set forth below. We would welcome the earliest opportunity to meet with the Special Committee and/or its advisors to discuss the details of our Proposal.

	Family Group	Liverpool

Financial Advisors/Contact	Perry Hall Managing Director Moelis 399 Park Avenue, 5th Floor New York, New York 10022	Jonathan Dunlop Managing Director J.P. Morgan 2029 Century Park East, 38th Floor Los Angeles, California 90067 Nik Johnston Managing Director J.P. Morgan 383 Madison Avenue, 34th Floor New York, New York 10179

Legal Advisors/Contact	Keith Trammell Michael Gilligan Wilmer Cutler Pickering Hale & Dorr LLP 7 World Trade Center 250 Greenwich Street New York, NY 10007	Ben P. Schaye Juan F. Mendez Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017

Other Considerations

This letter is not legally binding and does not create any obligation of any kind on any Investor or any of their respective affiliates, but is intended only to constitute an expression of our strong interest in exploring the Potential Transaction. No obligation of any kind on our part will be created unless and until definitive documentation with respect to a transaction is duly executed and delivered, and then only to the extent set forth therein. This letter, any information obtained in discussions or negotiations, and our interest in any Potential Transaction should be kept confidential by the Company and its affiliates and its and their respective representatives and advisors.

[Signature page follows]

Very truly yours,

On behalf of the Family Group	On behalf of Liverpool

	EL PUERTO DE LIVERPOOL, S.A.B. DE C.V.

/s/ Erik Nordstrom	By:	/s/ Graciano Guichard
Erik Nordstrom	Name:	Graciano Guichard
	Title:	Chairman of the Board

/s/ Peter Nordstrom	By:	/s/ Enrique Güijosa
Peter Nordstrom	Name:	Enrique Güijosa
	Title:	Chief Executive Officer

/s/ Jamie Nordstrom
Jamie Nordstrom

Exhibit 23

JOINDER AGREEMENT

September 3, 2024

Nordstrom, Inc.
1617 Sixth Avenue
Seattle, Washington 98101
Attention: Ann Munson Steines, Chief Legal Officer, General Counsel and Corporate Secretary

Erik B. Nordstrom
Peter E. Nordstrom
1617 Sixth Avenue
Seattle, Washington 98101
Attention: Erik B. Nordstrom and Peter E. Nordstrom

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 between 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 (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. Erik and Pete Nordstrom in connection with the Possible Transaction. Accordingly, each Family Owner acknowledges that he, she or it is a Representative of Messrs. Erik and Pete Nordstrom 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. Erik and Pete Nordstrom 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. Erik and Pete Nordstrom 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. Erik and Pete Nordstrom 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. Erik and Pete Nordstrom 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 James F. Nordstrom, Jr. 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. Erik and Pete Nordstrom.

[Signature Page Follows]

Very truly yours,

FAMILY OWNERS:

Everett Nordstrom Trust FBO Anne Gittinger

By:	/s/ Charles W. Riley, Jr.
Name:	Charles W. Riley, Jr.
Title:	Trustee

/s/ James F. Nordstrom, Jr.
James F. Nordstrom, Jr.

/s/ Anne E. Gittinger
Anne E. Gittinger

1976 Elizabeth J. Nordstrom Trust FBO Anne Gittinger

By:	/s/ Anne E. Gittinger
Name:	Anne E. Gittinger
Title:	Trustee

Elizabeth J. Nordstrom Trust FBO Susan Dunn

By:	/s/ Susan E. Dunn
Name:	Susan E. Dunn
Title:	Trustee

/s/ Susan E. Dunn
Susan E. Dunn

/s/ Brandy Nordstrom
Brandy Nordstrom

/s/ Julie A. Nordstrom
Julie A. Nordstrom

Bruce A. Nordstrom TR Frances W. Nordstrom Testamentary Trust

By:	/s/ Erik B. Nordstrom
Name:	Erik B. Nordstrom
Title:	Co-Trustee

By:	/s/ Peter E. Nordstrom
Name:	Peter E. Nordstrom
Title:	Co-Trustee

By:	/s/ Charles W. Riley, Jr.
Name:	Charles W. Riley, Jr.
Title:	Co-Trustee

Estate of Bruce A. Nordstrom

By:	/s/ Margaret Jean O’Roark Nordstrom
Name:	Margaret Jean O’Roark Nordstrom
Title:	Co-Executor of the Estate of Bruce A. Nordstrom

By:	/s/ Peter E. Nordstrom
Name:	Peter E. Nordstrom
Title:	Co-Executor of the Estate of Bruce A. Nordstrom

By:	/s/ Erik B. Nordstrom
Name:	Erik B. Nordstrom
Title:	Co-Executor of the Estate of Bruce A. Nordstrom

/s/ Margaret Jean O’Roark Nordstrom
Margaret Jean O’Roark Nordstrom

Katharine T. Nordstrom 2007 Trust Agreement

By:	/s/ James F. Nordstrom, Jr.
Name:	James F. Nordstrom, Jr.
Title:	Trustee

Julia K. Nordstrom 2007 Trust Agreement

By:	/s/ James F. Nordstrom, Jr.
Name:	James F. Nordstrom, Jr.
Title:	Trustee

Audrey G. Nordstrom 2007 Trust Agreement

By:	/s/ James F. Nordstrom, Jr.
Name:	James F. Nordstrom, Jr.
Title:	Trustee

LN 1989 TRUST JWN

By:	/s/ Linda Nordstrom
Name:	Linda Nordstrom
Title:	Trustee

LN Holdings JWN LLC

By:	/s/ Linda Nordstrom
Name:	Linda Nordstrom
Title:	Co-Manager

By:	/s/ Kimberly Bentz
Name:	Kimberly Bentz
Title:	Co-Manager

LN Holdings JWN II LLC

By:	/s/ Linda Nordstrom
Name:	Linda Nordstrom
Title:	Co-Manager

By:	/s/ Kimberly Bentz
Name:	Kimberly Bentz
Title:	Co-Manager

/s/ Alexandra F. Nordstrom
Alexandra F. Nordstrom

Blake & Molly Nordstrom 2012 Alexandra F. Nordstrom Trust

By:	/s/ Alexandra F. Nordstrom
Name:	Alexandra F. Nordstrom
Title:	Trustee

Blake and Molly Nordstrom 2012 Andrew L Nordstrom Trust

By:	/s/ Andrew L. Nordstrom
Name:	Andrew L. Nordstrom
Title:	Trustee

/s/ Leigh E. Nordstrom
Leigh E. Nordstrom

/s/ Samuel C. Nordstrom
Samuel C. Nordstrom

/s/ Sara D. Nordstrom
Sara D. Nordstrom

Address for Family Owners:
1617 Sixth Avenue, Seattle, Washington 98101
Attention: Erik B. Nordstrom and Peter E. Nordstrom

Acknowledged and agreed:

COMPANY:

NORDSTROM, INC.

By:	/s/ Ann Munson Steines
Name:	Ann Munson Steines
Title:	Chief Legal Officer, General Counsel and Corporate Secretary

Address: 1617 Sixth Avenue, Seattle, Washington 98101
Attention: Ann Munson Steines, Chief Legal Officer, General Counsel and Corporate Secretary

MESSRS. ERIK AND PETE NORDSTROM:

/s/ Erik B. Nordstrom
Erik B. Nordstrom

/s/ Peter E. Nordstrom
Peter E. Nordstrom

PETE AND BRANDY NORDSTROM 2012 CHILDREN'S TRUST

By:	/s/ Erik B. Nordstrom
Name:	Erik B. Nordstrom
Title:	Trustee

PETE AND BRANDY NORDSTROM 2010 MFN TRUST

By:	/s/ Erik B. Nordstrom
Name:	Erik B. Nordstrom
Title:	Trustee

PETE AND BRANDY NORDSTROM 2012 CFN TRUST

By:	/s/ Erik B. Nordstrom
Name:	Erik B. Nordstrom
Title:	Trustee

ERIK AND JULIE NORDSTROM SARA D. NORDSTROM 2012 TRUST

By:	/s/ Peter E. Nordstrom
Name:	Peter E. Nordstrom
Title:	Trustee

BRUCE AND JEANNIE NORDSTROM 2010 MFN TRUST

By:	/s/ Peter E. Nordstrom
Name:	Peter E. Nordstrom
Title:	Trustee

BRUCE AND JEANNIE NORDSTROM 2012 CFN TRUST

By:	/s/ Peter E. Nordstrom
Name:	Peter E. Nordstrom
Title:	Trustee

1976 BRUCE A. NORDSTROM TRUST (aka 1976 ELIZABETH J. NORDSTROM TRUST FBO BRUCE NORDSTROM)

By:	/s/ Peter E. Nordstrom
Name:	Peter E. Nordstrom
Title:	Co-Trustee

By:	/s/ Erik B. Nordstrom
Name:	Erik B. Nordstrom
Title:	Co-Trustee

FRANCES W. NORDSTROM TRUST FBO BAN, created under will dated April 4, 1984

By:	/s/ Peter E. Nordstrom
Name:	Peter E. Nordstrom
Title:	Co-Trustee

By:	/s/ Erik B. Nordstrom
Name:	Erik B. Nordstrom
Title:	Co-Trustee

Address: 1617 Sixth Avenue, Seattle, Washington 98101

Attention: Erik B. Nordstrom and Peter E. Nordstrom

Exhibit 24

Power of Attorney

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Peter E. Nordstrom and Charles W. Riley, Jr., or either one of them acting singly, and with full power of substitution and re-substitution, the undersigned’s true and lawful attorney-in-fact (each of such persons and their substitutes being referred to herein as the "Attorney-in-Fact"), with full power to act for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to:

1.             Prepare, execute, and submit to the Securities and Exchange Commission ("SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation of the SEC;

2.             Prepare, execute and submit to the SEC, Nordstrom, Inc. (the “Company”), and/or any national securities exchange on which the Company’s securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and

3.             Obtain, as the undersigned's representative and on the undersigned's behalf, information regarding transactions in the Company's equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.

The undersigned acknowledges that:

a)             This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;

b)            Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable;

c)             Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

d)             This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.

The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G or Forms 144 with respect to the undersigned's holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of September 4, 2024.

/s/ Erik B. Nordstrom
Signature

ERIK B. NORDSTROM
Print Name

Exhibit 25

Power of Attorney

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. Nordstrom and Charles W. Riley, Jr., or either one of them acting singly, and with full power of substitution and re-substitution, the undersigned’s true and lawful attorney-in-fact (each of such persons and their substitutes being referred to herein as the "Attorney-in-Fact"), with full power to act for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to:

The undersigned acknowledges that:

a)            This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;

d)            This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of September 4, 2024.

/s/ Peter E. Nordstrom
Signature

PETER E. NORDSTROM
Print Name

Exhibit 26

Power of Attorney

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. Nordstrom, Peter E. Nordstrom and Charles W. Riley, Jr., or any of them acting singly, and with full power of substitution and re-substitution, the undersigned’s true and lawful attorney-in-fact (each of such persons and their substitutes being referred to herein as the "Attorney-in-Fact"), with full power to act for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to:

The undersigned acknowledges that:

a)            This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;

c)            Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

d)            This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of September 4, 2024.

/s/ James F. Nordstrom, Jr.
Signature

James F. Nordstrom, Jr.
Print Name

Exhibit 27

Power of Attorney

The undersigned acknowledges that:

b)             Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable;

d)            This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of September 4, 2024.

/s/ Anne E. Gittinger
Signature

Anne E. Gittinger
Print Name

Exhibit 28

Power of Attorney

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Erik B. Nordstrom and Peter E. Nordstrom, or either one of them acting singly, and with full power of substitution and re-substitution, the undersigned’s true and lawful attorney-in-fact (each of such persons and their substitutes being referred to herein as the "Attorney-in-Fact"), with full power to act for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to:

The undersigned acknowledges that:

a)            This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of September 4, 2024.

/s/ Charles W. Riley, Jr.
Signature

CHARLES W. RILEY, JR.
Print Name

Exhibit 29

Power of Attorney

1.            Prepare, execute, and submit to the Securities and Exchange Commission ("SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation of the SEC;

2.            Prepare, execute and submit to the SEC, Nordstrom, Inc. (the “Company”), and/or any national securities exchange on which the Company’s securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and

3.            Obtain, as the undersigned's representative and on the undersigned's behalf, information regarding transactions in the Company's equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.

The undersigned acknowledges that:

a)            This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;

c)            Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

d)            This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of September 4, 2024.

/s/ Margaret Jean O’Roark Nordstrom
Signature

Margaret Jean O’Roark Nordstrom
Print Name

Exhibit 30

Power of Attorney

1.            Prepare, execute, and submit to the Securities and Exchange Commission ("SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation of the SEC;

2.            Prepare, execute and submit to the SEC, Nordstrom, Inc. (the “Company”), and/or any national securities exchange on which the Company’s securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and

3.            Obtain, as the undersigned's representative and on the undersigned's behalf, information regarding transactions in the Company's equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.

The undersigned acknowledges that:

a)            This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;

c)            Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

d)            This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of September 4, 2024.

/s/ Linda Nordstrom
Signature

Linda Nordstrom
Print Name

Exhibit 31

Power of Attorney

1.            Prepare, execute, and submit to the Securities and Exchange Commission ("SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation of the SEC;

2.            Prepare, execute and submit to the SEC, Nordstrom, Inc. (the “Company”), and/or any national securities exchange on which the Company’s securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and

3.            Obtain, as the undersigned's representative and on the undersigned's behalf, information regarding transactions in the Company's equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.

The undersigned acknowledges that:

a)            This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;

c)            Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

d)            This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of September 4, 2024.

Estate of Bruce A. Nordstrom

By:	/s/ Margaret Jean O’Roark Nordstrom
Name:	Margaret Jean O’Roark Nordstrom
Title:	Co-Executor of the Estate of Bruce A. Nordstrom

By:	/s/ Erik B. Nordstrom
Name:	Erik B. Nordstrom
Title:	Co-Executor of the Estate of Bruce A. Nordstrom

By:	/s/ Peter E. Nordstrom
Name:	Peter E. Nordstrom
Title:	Co-Executor of the Estate of Bruce A. Nordstrom

Exhibit 32

Power of Attorney

1.            Prepare, execute, and submit to the Securities and Exchange Commission ("SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation of the SEC;

2.            Prepare, execute and submit to the SEC, Nordstrom, Inc. (the “Company”), and/or any national securities exchange on which the Company’s securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and

3.            Obtain, as the undersigned's representative and on the undersigned's behalf, information regarding transactions in the Company's equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.

The undersigned acknowledges that:

a)            This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;

c)            Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

d)            This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of September 4, 2024.

/s/ Susan E. Dunn
Signature

Susan E. Dunn
Print Name

Exhibit 33

Power of Attorney

1.            Prepare, execute, and submit to the Securities and Exchange Commission ("SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation of the SEC;

2.            Prepare, execute and submit to the SEC, Nordstrom, Inc. (the “Company”), and/or any national securities exchange on which the Company’s securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and

3.            Obtain, as the undersigned's representative and on the undersigned's behalf, information regarding transactions in the Company's equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.

The undersigned acknowledges that:

a)            This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;

c)            Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

d)            This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of September 4, 2024.

/s/ Alexandra F. Nordstrom
Signature

Alexandra F. Nordstrom
Print Name

Exhibit 34

Power of Attorney

1.            Prepare, execute, and submit to the Securities and Exchange Commission ("SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation of the SEC;

2.            Prepare, execute and submit to the SEC, Nordstrom, Inc. (the “Company”), and/or any national securities exchange on which the Company’s securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and

3.            Obtain, as the undersigned's representative and on the undersigned's behalf, information regarding transactions in the Company's equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.

The undersigned acknowledges that:

a)            This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;

c)            Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

d)            This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of September 4, 2024.

/s/ Andrew L. Nordstrom
Signature

Andrew L. Nordstrom
Print Name

Exhibit 35

Power of Attorney

1.            Prepare, execute, and submit to the Securities and Exchange Commission ("SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation of the SEC;

2.            Prepare, execute and submit to the SEC, Nordstrom, Inc. (the “Company”), and/or any national securities exchange on which the Company’s securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and

3.            Obtain, as the undersigned's representative and on the undersigned's behalf, information regarding transactions in the Company's equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.

The undersigned acknowledges that:

a)            This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;

c)            Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

d)            This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of September 4, 2024.

/s/ Leigh E. Nordstrom
Signature

Leigh E. Nordstrom
Print Name

Exhibit 36

Power of Attorney

1.            Prepare, execute, and submit to the Securities and Exchange Commission ("SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation of the SEC;

2.            Prepare, execute and submit to the SEC, Nordstrom, Inc. (the “Company”), and/or any national securities exchange on which the Company’s securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and

3.            Obtain, as the undersigned's representative and on the undersigned's behalf, information regarding transactions in the Company's equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.

The undersigned acknowledges that:

a)            This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;

c)            Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

d)            This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of September 4, 2024.

/s/ Samuel C. Nordstrom
Signature

Samuel C. Nordstrom
Print Name

Exhibit 37

Power of Attorney

1.            Prepare, execute, and submit to the Securities and Exchange Commission ("SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation of the SEC;

2.            Prepare, execute and submit to the SEC, Nordstrom, Inc. (the “Company”), and/or any national securities exchange on which the Company’s securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and

3.            Obtain, as the undersigned's representative and on the undersigned's behalf, information regarding transactions in the Company's equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.

The undersigned acknowledges that:

a)            This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;

c)            Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

d)            This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of September 4, 2024.

/s/ Sara D. Nordstrom
Signature

Sara D. Nordstrom
Print Name

Exhibit 38

Power of Attorney

Prepare, execute, and submit to the Securities and Exchange Commission ("SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation of the SEC;

Prepare, execute and submit to the SEC, Nordstrom, Inc. (the “Company”), and/or any national securities exchange on which the Company’s securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and

Obtain, as the undersigned's representative and on the undersigned's behalf, information regarding transactions in the Company's equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.

The undersigned acknowledges that:

This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;

Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable;

Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of December 23, 2024.

/s/ Molly Nordstrom
Signature

Molly Nordstrom
Print Name

Exhibit 39

Power of Attorney

The undersigned acknowledges that:

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of December 23, 2024.

/s/ Kimberly Mowat Bentz
Signature

Kimberly Mowat Bentz
Print Name

Exhibit 40

Power of Attorney

The undersigned acknowledges that:

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of December 23, 2024.

/s/ Mari Mowat Wolf
Signature

Mari Mowat Wolf
Print Name

Exhibit 41

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

by and among

NORSE HOLDINGS, INC.,

NAVY ACQUISITION CO. INC.

and

NORDSTROM, INC.

Dated as of December 22, 2024

Table of Contents

Article I
DEFINITIONS

Section 1.1	Definitions	3

Article II
THE MERGER

Section 2.1	The Merger	3
Section 2.2	The Closing	3
Section 2.3	Effective Time	3
Section 2.4	Articles of Incorporation and Bylaws	4
Section 2.5	Board of Directors	4
Section 2.6	Officers	4

Article III
EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES

Section 3.1	Effect on Securities	4
Section 3.2	Payment for Securities; Exchange of Certificates	6
Section 3.3	Company Equity Awards	9
Section 3.4	Lost Certificates	14
Section 3.5	Dissenting Shares	14
Section 3.6	Transfers; No Further Ownership Rights	14
Section 3.7	Payment of Special Dividend and Stub Period Dividend	15

Article IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 4.1	Organization and Qualification; Subsidiaries	15
Section 4.2	Capitalization	16
Section 4.3	Authority Relative to Agreement	17
Section 4.4	No Conflict; Required Filings and Consents	18
Section 4.5	Permits; Compliance with Laws	19
Section 4.6	Company SEC Documents; Financial Statements	20
Section 4.7	Information Supplied	21
Section 4.8	Disclosure Controls and Procedures	21
Section 4.9	Absence of Certain Changes or Events	21
Section 4.10	No Undisclosed Liabilities	22
Section 4.11	Litigation	22
Section 4.12	Employee Benefit Plans	23
Section 4.13	Labor Matters	24
Section 4.14	Intellectual Property Rights	25
Section 4.15	Taxes	27
Section 4.16	Material Contracts	28
Section 4.17	Real and Personal Property	30
Section 4.18	Environmental Matters	31
Section 4.19	Vote Required	32
Section 4.20	Brokers	32

Section 4.21	Opinion of Financial Advisors	32
Section 4.22	Insurance	32
Section 4.23	Takeover Statutes	33
Section 4.24	No Other Representations or Warranties	33

Article V
REPRESENTATIONS AND WARRANTIES OF PARENT
AND ACQUISITION SUB

Section 5.1	Organization and Qualification	34
Section 5.2	Authority Relative to Agreement	34
Section 5.3	No Conflict; Required Filings and Consents	35
Section 5.4	Litigation	36
Section 5.5	Absence of Certain Agreements	36
Section 5.6	Information Supplied	37
Section 5.7	Financing; Sufficient Funds	37
Section 5.8	Guaranties	39
Section 5.9	Capitalization	39
Section 5.10	Investment Intention	39
Section 5.11	Brokers	40
Section 5.12	Solvency	40
Section 5.13	Share Ownership	41
Section 5.14	Acknowledgment of Disclaimer of Other Representations and Warranties	41

Article VI
COVENANTS AND AGREEMENTS

Section 6.1	Conduct of Business by the Company Pending the Merger	43
Section 6.2	Preparation of the Proxy Statement and Schedule 13E-3; Shareholders’ Meeting	48
Section 6.3	Appropriate Action; Consents; Filings	51
Section 6.4	Access to Information; Confidentiality	53
Section 6.5	Non-Solicitation; Competing Proposals; Intervening Event	55
Section 6.6	Directors’ and Officers’ Indemnification and Insurance	60
Section 6.7	Notification of Certain Matters	62
Section 6.8	Public Announcements	63
Section 6.9	Employee Benefits	63
Section 6.10	Conduct of Business by Parent Pending the Merger	65
Section 6.11	Financing	65
Section 6.12	Financing Cooperation	69
Section 6.13	Acquisition Sub; Parent Parties	77
Section 6.14	No Control of the Company’s Business	77
Section 6.15	Rule 16b-3 Matters	77
Section 6.16	Stock Exchange Matters	77
Section 6.17	Shareholder Litigation	77
Section 6.18	Takeover Laws	78
Section 6.19	Repayment of Indebtedness	78
Section 6.20	Special Dividend	79

Article VII
CONDITIONS TO THE MERGER

Section 7.1	Conditions to the Obligations of Each Party	79
Section 7.2	Conditions to Obligations of Parent and Acquisition Sub to Effect the Merger	79
Section 7.3	Conditions to Obligation of the Company to Effect the Merger	80

Article VIII
TERMINATION

Section 8.1	Termination	81
Section 8.2	Effect of Termination	83
Section 8.3	Termination Fees; Expenses	84

Article IX
GENERAL PROVISIONS

Section 9.1	Non-Survival of Representations, Warranties and Agreements	87
Section 9.2	Notices	87
Section 9.3	Interpretation; Certain Definitions	89
Section 9.4	Severability	91
Section 9.5	Assignment	91
Section 9.6	Entire Agreement	91
Section 9.7	No Third-Party Beneficiaries	92
Section 9.8	Amendment	93
Section 9.9	Extension; Waiver	93
Section 9.10	Expenses; Transfer Taxes	93
Section 9.11	Governing Law	93
Section 9.12	Specific Performance	94
Section 9.13	Consent to Jurisdiction	96
Section 9.14	Counterparts	96
Section 9.15	WAIVER OF JURY TRIAL	97

Index of Defined Terms
Acquisition Sub	1, A-1
Action	A-1
Additional Obligations	86, A-1
Adverse Recommendation Change	56, A-1
Adverse Recommendation Termination Fee	A-1
Advisor Engagement Letters	32, A-1
Affiliate	A-1
Aggregate Merger Consideration	A-1
Agreement	1, A-1
Alternative Financing	67, A-1
Alternative Transaction Termination Fee	A-1
Anti-Corruption Laws	19, A-1

iii

Anti-Money Laundering Laws	A-1
Antitrust Laws	A-1
Articles of Merger	3, A-2
Bankruptcy and Equity Exception	17, A-2
Base Reverse Termination Fee	A-2
Below Investment Grade Rating Event	A-2
Blue Sky Laws	A-2
Book-Entry Shares	5, A-2
Business Day	A-2
CARES Act	A-2
Certificates	5, A-2
Closing	3, A-2
Closing Date	3, A-2
Code	A-2
Company	1, A-2
Company Benefit Plan	22, A-2
Company Board	1, A-3
Company Bylaws	15, A-3
Company Cash Amount	A-3
Company Cash on Hand	A-3
Company Charter	15, A-3
Company Common Stock	2, A-3
Company Debt	78, A-3
Company Disclosure Letter	A-3
Company Intellectual Property Rights	25, A-3
Company IT Assets	A-3
Company Material Adverse Effect	A-3
Company Material Contract	28, A-5
Company Note Offer and Consent Solicitation	72
Company Options	9, A-5
Company Permits	19, A-5
Company Recommendation	A-5
Company Related Parties	85, A-5
Company SEC Documents	20, A-5
Company Stock Plans	A-5
Company Stock Purchase Plan	A-5
Company Termination Fee	A-5
Competing Proposal	59, A-5
Confidentiality Agreements	A-5
Consent	18, A-5
Consent Solicitation	72, A-5
Continuation Period	63, A-5
Continuing Employees	63, A-5

Contract	A-5
control	A-5
controlled by	A-5
Converted Option Cash Award	10, A-6
Converted PSU Award	12, A-6
Converted RSU Award	11, A-6
D&O Indemnified Parties	60, A-6
Debt Commitment Letter	37, A-6
Debt Financing	37, A-6
Debt Financing Sources	A-6
Debt Payoff Amount	78, A-6
Deferred Compensation Plans	A-6
director	A-6
Dissenting Shareholder	14, A-6
Dissenting Shares	14, A-6
Downgrade Reverse Termination Fee	A-6
Effect	A-3
Effective Time	3, A-6
Environmental Laws	A-6
Environmental Permits	A-7
Equity Commitment Letter	2, A-7
Equity Financing	2, A-7
ERISA	22, A-7
ERISA Affiliate	A-7
Exchange Act	A-7
Exchange Fund	6, A-7
Excluded Information	75, A-7
Existing Credit Agreement	A-7
Existing D&O Insurance Policies	61, A-7
Expenses	A-7
Family Confidentiality Agreement	A-7
Family Group	A-7
Final Exercise Date	13, A-8
Financing	37, A-8
Financing Commitments	37, A-8
Financing Sources	A-8
Funded Debt Amount	A-8
Funding Obligations	38, A-8
Funds	38, A-8
GAAP	A-8
Governmental Authority	A-8
Guaranties	2, A-8
Guarantors	2, A-8
Hazardous Substances	A-8
HSR Act	A-8

Inside Date	A-8
Insurance Policies	32
Insurance Policy	32, A-8
Intellectual Property Rights	25, A-8
Intentional Breach	A-8
Intervening Event	59, A-9
IRS	23, A-9
IT Assets	A-3
Knowledge	A-9
Law	A-9
Leased Real Property	A-9
Lien	A-9
Liverpool	A-9
Liverpool Confidentiality Agreement	A-9
Liverpool Debt Commitment Letter	A-9
Liverpool Debt Financing	A-9
Liverpool Debt Financing Sources	A-9
Malicious Code	A-10
Maximum Amount	61, A-10
Maximum Liability Amount	A-10
Merger	1, A-10
Merger Consideration	5, A-10
New Debt Commitment Letter	67, A-10
New Plans	64, A-10
Notes Enhancements	A-10
Notes Enhancements Documents	72
Notes Guarantee	A-10
Notes Security Grant	A-10
Notice of Adverse Recommendation	57, A-10
NYSE	A-10
Offer and Consent Solicitation Documents	72, A-10
Offer to Exchange	A-10
Old Plans	64, A-10
Open Source Software	A-11
Order	A-11
Other Required Filing	49, A-11
Outside Date	81, A-11
Owned Real Property	A-11
Pandemic	A-11
Pandemic Measures	A-11
Parent	1, A-11
Parent Disclosure Letter	A-11
Parent Material Adverse Effect	A-11
Parent Parties	A-12

Parent Party	A-12
Parent Related Parties	85, A-12
Paying Agent	6, A-12
Paying Agent Agreement	6, A-12
Payoff Letter	78, A-12
Permitted Liens	A-12
Person	A-13
Personal Data	A-13
Pre-Closing Period	42, A-13
Pre-Release Information	69, A-13
Privacy Obligations	A-13
Proxy Statement	21, A-13
PSU Award	11, A-13
Rating Agencies	A-13
Real Property	A-13
Real Property Leases	31, A-14
Release	A-14
Representatives	A-14
Required Financial Statements	A-14
Requisite Shareholder Approvals	32, A-14
Reverse Termination Fee	A-14
Rollover	2, A-14
Rollover and Support Agreements	2, A-14
Rollover Shares	2, A-14
RSU Award	10, A-14
Sanctioned Country	A-14
Sanctioned Person	A-14
Schedule 13E-3	21, A-15
SEC	A-15
Secretary	3, A-15
Securities Act	A-15
Senior Debentures	A-15
Senior Debt	A-15
Senior Employee	44, A-15
Senior Notes	A-15
Shareholder Rights Agreement	A-15
Shareholders’ Meeting	49, A-15
Solvent	40, A-15
Special Committee	1, A-15
Special Dividend	78, A-15
Special Dividend Payment	79, A-15
Special Dividend Per Share Amount	79, A-15
Specified Date	16, A-15
Stock Unit	A-15
Stub Period Dividend	43, A-16

vii

Subsidiary	A-16
Successful Note Offer	A-2
Superior Proposal	59, A-16
Surviving Corporation	3, A-16
Tail Coverage	61, A-16
Takeover Laws	33, A-16
Tax	A-16
Tax Group	A-16
Tax Returns	A-16
Taxes	A-16
Third Party	A-16
Trade Controls	20, A-16
trade war	A-4
Transaction Documents	A-16
Transfer Taxes	A-16
Treasury Regulations	A-17
under common control with	A-5
Unvested Company Options	10
Unvested Company PSU	12, A-17
Unvested Company RSU	11, A-17
VDR	33, A-17
Vested Company Options	9, A-17
Vested Company PSU	11, A-17
Vested Company RSU	10, A-17
Vested Option Payments	9, A-17
Vested PSU Payments	12, A-17
Vested RSU Payments	11, A-17
WARN Act	25
WBCA	1, A-17
WBCA Shareholder Approval	32, A-17

viii

Exhibits

Exhibit A

Articles of Incorporation of the Surviving Corporation

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”).

W I T N E S S E T H:

WHEREAS, on February 11, 2024, the Board of Directors of the Company (the “Company Board”) approved the formation of a special committee of the Company Board consisting only of independent and disinterested directors of the Company (the “Special Committee”) and delegated authority to the Special Committee to, among other things, consider and evaluate certain matters, including ultimately the advisability of this Agreement and the transactions contemplated by this Agreement and to make a recommendation to the Company Board as to whether the Company should enter into this Agreement and consummate such transactions;

WHEREAS, the Special Committee has unanimously (a) determined that this Agreement and the Merger, on the terms and subject to the conditions set forth herein, are advisable, fair to and in the best interests of the Company and the Company’s shareholders and (b) recommended that the Company Board (i) approve this Agreement and the transactions contemplated by this Agreement, including the merger of Acquisition Sub with and into the Company, pursuant to the Washington Business Corporation Act (as amended, the “WBCA”), upon the terms and subject to the conditions set forth in this Agreement (the “Merger”), and (ii) recommend that the shareholders of the Company approve this Agreement and the transactions contemplated hereby, including the Merger;

WHEREAS, the Company Board, acting on the recommendation of the Special Committee, has unanimously (excluding the members of the Company Board who are Parent Parties) (a) determined and declared that this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, are advisable, fair to and in the best interests of the Company and its shareholders, (b) approved this Agreement, including Exhibit A hereto, and authorized the execution, delivery and performance of this Agreement, and subject to receiving the Requisite Shareholder Approvals, the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, (c) directed that this Agreement be submitted to the shareholders of the Company to be approved and (d) upon the terms and subject to the conditions of this Agreement, resolved to recommend the approval of this Agreement and the transactions contemplated hereby, including the Merger, by the Company’s shareholders in accordance with Section 23B.11A.040 of the WBCA;

WHEREAS, the board of directors of Acquisition Sub has unanimously (a) determined and declared that this Agreement and the consummation by Acquisition Sub of the transactions contemplated by this Agreement, including the Merger, are in the best interests of Acquisition Sub and its sole shareholder, (b) approved and declared advisable the execution, delivery and performance of this Agreement and the consummation by Acquisition Sub of the transactions contemplated by this Agreement, including the Merger, upon the terms and subject to the conditions set forth in this Agreement, (c) directed that this Agreement be submitted to the shareholder of Acquisition Sub to be approved and (d) upon the terms and subject to the conditions of this Agreement, resolved to recommend approval of this Agreement by the shareholder of Acquisition Sub;

WHEREAS, the board of directors of Parent has unanimously approved and declared advisable the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger;

WHEREAS, concurrently with the execution of this Agreement, as a material inducement to, and as a condition to, the willingness of the Company to enter into this Agreement, the Family Group and Liverpool are entering into Rollover, Voting and Support Agreements (as amended, supplemented, replaced or modified, the “Rollover and Support Agreements”) with the Company and Parent pursuant to which, among other things, the Family Group and Liverpool have agreed to, in each case, subject to the terms and conditions contained in the Rollover and Support Agreements, (a) transfer, contribute and deliver the number of shares of common stock, no par value per share, of the Company (the “Company Common Stock”) set forth therein (the “Rollover Shares” and the transfer, contribution or delivery of the Rollover Shares, the “Rollover”) to Parent in exchange for common stock of Parent, (b) vote their shares of Company Common Stock and any other voting securities of the Company in favor of the approval of this Agreement and the transactions contemplated hereby, including the Merger, and (c) take or abstain from taking certain other actions;

WHEREAS, concurrently with the execution of this Agreement, as a material inducement to, and as a condition to, the willingness of the Company to enter into this Agreement, Parent and Acquisition Sub have delivered to the Company (a) an equity commitment letter, dated as of the date hereof, pursuant to which Liverpool has committed, subject only to the terms thereof, to invest in Parent the amount set forth therein (the “Equity Commitment Letter” and the investment of such amount, the “Equity Financing”); (b) limited guaranties from certain members of the Family Group and Liverpool (the “Guarantors”) in favor of the Company, dated as of the date hereof, pursuant to which the Guarantors are guaranteeing the performance and payment of certain of Parent’s and Acquisition Sub’s obligations under this Agreement (as amended or supplemented in compliance with this Agreement, the “Guaranties”); and (c) the Debt Commitment Letter (as defined below); and

WHEREAS, each of Parent, Acquisition Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements in connection with the transactions contemplated by this Agreement, and subject to the conditions herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

Article I

DEFINITIONS

Section 1.1              Definitions. Defined terms used in this Agreement have the respective meanings ascribed to them by definition in this Agreement or in Appendix A.

Article II

THE MERGER

Section 2.1              The Merger. Upon the terms and subject to the conditions of this Agreement, and in accordance with the WBCA, at the Effective Time, Acquisition Sub shall be merged with and into the Company, whereupon the separate existence of Acquisition Sub shall cease, and the Company shall continue under the name “Nordstrom, Inc.” as the surviving corporation (the “Surviving Corporation”) and shall succeed to and assume all of the rights and obligations of Acquisition Sub and the Company in accordance with the WBCA.

Section 2.2              The Closing. Subject to the provisions of Article VII, the closing of the Merger (the “Closing”) shall take place at 9:00 a.m. (New York City time) on a date to be specified by the Company and Parent, but no later than the third (3rd) Business Day after the satisfaction or, to the extent not prohibited by Law, waiver of all of the conditions set forth in Article VII (other than those conditions that by their terms are only capable of being satisfied on the Closing Date, but subject to the satisfaction or, to the extent not prohibited by Law, waiver of such conditions by the party hereto entitled to waive such conditions), and the Closing shall take place by the electronic exchange of signatures and documents, unless another time, date or place is agreed to in writing by the Company and Parent; provided that notwithstanding the foregoing, in no event shall Parent be required to effect the Closing prior to the Inside Date without its consent (such date on which the Closing occurs being the “Closing Date”).

Section 2.3              Effective Time.

(a)            Concurrently with the Closing, each of the Company, Parent and Acquisition Sub shall cause articles of merger with respect to the Merger (the “Articles of Merger”) to be executed, delivered to and filed with the Office of the Secretary of State of the State of Washington (the “Secretary”) in such form as required by, and executed in accordance with, the WBCA, together with such other appropriate documents, in such forms, as required by and executed in accordance with, the relevant provisions of the WBCA. The Merger shall become effective in accordance with the WBCA on the date and time at which the Articles of Merger have been filed by the Secretary (such date and time of filing, or such later time as may be agreed to by Parent, Acquisition Sub and the Company and set forth in the Articles of Merger, being hereinafter referred to as the “Effective Time”).

(b)            The Merger shall have the effects set forth in the applicable provisions of the WBCA, this Agreement and the Articles of Merger. Without limiting the generality of the foregoing, from and after the Effective Time, the Surviving Corporation shall possess all properties, rights, privileges, powers and franchises of the Company and Acquisition Sub without transfer, reversion or impairment, and all of the claims, obligations, liabilities, debts and duties of the Company and Acquisition Sub shall become the claims, obligations, liabilities, debts and duties of the Surviving Corporation.

Section 2.4              Articles of Incorporation and Bylaws. Subject to compliance with Section 6.6, in accordance with Section 23B.11A.020(5) of the WBCA, the articles of incorporation of the Surviving Corporation shall be amended and restated at the Effective Time in the form attached as Exhibit A hereto and the bylaws of the Surviving Corporation shall be amended and restated at the Effective Time to be identical to the bylaws of Acquisition Sub, until thereafter amended in accordance with the applicable provisions of the articles of incorporation and bylaws of the Surviving Corporation (as applicable) and the WBCA, except that (a) in the case of the bylaws, the name of the Surviving Corporation shall be “Nordstrom, Inc.” and (b) subject to Section 6.6, the indemnification provisions shall be the same as those under the Company’s articles of incorporation and bylaws, respectively, in each case as in effect immediately prior to the Effective Time.

Section 2.5              Board of Directors. The board of directors of the Surviving Corporation effective as of, and immediately following, the Effective Time shall consist of the members of the board of directors of Acquisition Sub as of immediately prior to the Effective Time, each to hold office in accordance with the applicable provisions of the WBCA and the articles of incorporation and bylaws of the Surviving Corporation.

Section 2.6              Officers. From and after the Effective Time, the officers of the Company as of immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the applicable provisions of the WBCA and the articles of incorporation and bylaws of the Surviving Corporation.

Article III

EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES

Section 3.1              Effect on Securities. At the Effective Time (or such other time specified in this Section 3.1), by virtue of the Merger and without any action on the part of the Company, Parent, Acquisition Sub or any holder of any securities of the Company or Acquisition Sub or any other Person:

(a)             Expiration or Cancellation of Company Securities. Each share of Company Common Stock held by the Company or owned of record by the Company or any Subsidiary of the Company and all shares of Company Common Stock held, directly or indirectly, by Parent or Acquisition Sub or any of their wholly owned Subsidiaries (other than, in each case, shares of Company Common Stock held on behalf of a Third Party), immediately prior to the Effective Time and all Rollover Shares shall automatically be cancelled and retired and shall cease to exist as issued or outstanding shares, and no consideration or payment shall be delivered in exchange therefor or in respect thereof. For the avoidance of doubt, holders of record of the Rollover Shares as of the record date for the Special Dividend and the Stub Period Dividend shall be entitled to be paid such dividends, in each case if such dividends are declared by the Company and contingent upon the occurrence of the Closing.

(b)            Conversion of Company Common Stock. Except as otherwise provided in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock cancelled pursuant to Section 3.1(a) and any Dissenting Shares) shall be converted into the right to receive $24.25 per share of Company Common Stock in cash (the “Merger Consideration”), without interest thereon and less any required Tax withholdings as provided in Section 3.2(g). Each share of Company Common Stock converted into the right to receive the Merger Consideration as provided in this Section 3.1(b) shall no longer be issued or outstanding and shall automatically be cancelled and shall cease to exist, and the holders of certificates (the “Certificates”) or non-certificated book-entry shares of Company Common Stock (“Book-Entry Shares”) which immediately prior to the Effective Time represented such shares of Company Common Stock (other than any shares of Company Common Stock cancelled pursuant to Section 3.1(a) and any Dissenting Shares) shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 3.2, the Merger Consideration without interest thereon and less any required Tax withholdings as provided in Section 3.2(g). For the avoidance of doubt, the Rollover Shares shall not be entitled to receive the Merger Consideration and shall, immediately prior to the Closing, be contributed, directly or indirectly, to Parent pursuant to the terms of the applicable Rollover and Support Agreement and cancelled pursuant to Section 3.1(a). In addition, for the avoidance of doubt, holders of record of Company Common Stock as of the record date for the Special Dividend and the Stub Period Dividend shall be entitled to be paid such dividends, in each case if such dividends are declared by the Company and contingent upon the occurrence of the Closing.

(c)            Conversion of Acquisition Sub Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, no par value per share, of Acquisition Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one (1) fully paid, non-assessable share of common stock, no par value per share, of the Surviving Corporation and shall constitute the only issued or outstanding shares of capital stock of the Surviving Corporation. At the Effective Time, all certificates representing common stock of Acquisition Sub (if any) shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

(d)            Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the number of outstanding shares of Company Common Stock shall occur as a result of a reclassification, recapitalization, stock split (including a reverse stock split) or similar event, or combination, exchange or readjustment of shares, or any stock dividend with a record date during such period, the Merger Consideration and the Special Dividend Per Share Amount (if the Special Dividend is declared by the Company in accordance with Section 6.20) shall be equitably adjusted to provide the same economic effect as contemplated by this Agreement prior to such event. Nothing in this Section 3.1(d) shall be construed to permit any party to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.

Section 3.2             Payment for Securities; Exchange of Certificates.

(a)            Designation of Paying Agent; Deposit of Exchange Fund. No later than ten (10) days prior to the Effective Time, Parent shall, at its sole cost and expense, designate a reputable bank or trust company (the “Paying Agent”) that is organized and doing business under the Laws of the United States, the identity and the terms of appointment of which to be reasonably acceptable to the Company, to act as paying agent for the payment of the Aggregate Merger Consideration, and shall enter into an agreement (the “Paying Agent Agreement”) relating to the Paying Agent’s responsibilities with respect thereto, in form and substance reasonably acceptable to the Company.

(i)             Parent Funding. Substantially contemporaneously with the filing of the Articles of Merger, Parent shall deposit, or cause to be deposited, with the Paying Agent, cash constituting an amount equal to the Aggregate Merger Consideration minus the amounts funded by the Company pursuant to Section 3.2(a)(ii) (the Aggregate Merger Consideration as deposited with the Paying Agent pursuant to this Section 3.2(a), the “Exchange Fund”).

(ii)            Company Funding. Substantially contemporaneously with the filing of the Articles of Merger, the Company shall deposit, or cause to be deposited, with the Paying Agent cash in an amount requested by Parent in writing at least two (2) Business Days before the Closing Date (but not to exceed the amount of Company Cash on Hand minus $100,000,000); provided that the amount of cash deposited by the Company shall be held in a segregated account by the Paying Agent prior to the Effective Time and returned to the Company by the Paying Agent immediately upon its request at any time prior to the Effective Time. Following the Effective Time, the amount of cash deposited by the Company in accordance with this Section 3.2(a)(ii) shall be released from the segregated account held with the Paying Agent and deposited with the Paying Agent in the Exchange Fund.

(iii)           For purposes of determining the amount to be deposited by Parent pursuant to this Section 3.2(a), Parent shall not be required to deposit or cause to be deposited with the Paying Agent funds sufficient to pay the Merger Consideration that would be payable in respect of any Dissenting Shares if such Dissenting Shares were not Dissenting Shares. In the event the Exchange Fund shall be insufficient to make the payments contemplated by Section 3.1(b), Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent by wire transfer of immediately available funds in an amount which is equal to the deficiency in the amount required to make such payments in full such that the Exchange Fund becomes sufficient to make such payments. The Exchange Fund shall be (A) held for the benefit of the holders of shares of Company Common Stock entitled to the Merger Consideration in accordance with Section 3.1(b), except prior to the Effective Time for the amounts deposited by the Company, and (B) following the Closing, to be applied promptly to making the payments pursuant to Section 3.1(b). The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 3.2, except as expressly provided for in this Agreement. All amounts payable pursuant to Section 3.6 to a holder of Company Common Stock shall be paid to the Paying Agent for further distribution to each of the holders of Company Common Stock, or, after the Effective Time, to the Surviving Corporation, for further distribution, in each case, as provided in this Agreement.

(b)            Procedures for Exchange.

(i)             Certificates. As promptly as reasonably practicable following the Effective Time and in any event not later than the third (3rd) Business Day thereafter, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a Certificate that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (A) a letter of transmittal, in customary form mutually agreed to by the Company and Parent prior to the Effective Time, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper receipt of the Certificates (or affidavits of loss in lieu thereof in accordance with Section 3.4) by the Paying Agent and which shall be in the form and have such other provisions as Parent and the Company may reasonably specify and (B) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration into which the number of shares of Company Common Stock previously represented by such Certificate have been converted pursuant to this Agreement (which instructions shall be in customary form mutually agreed to by the Company and Parent). In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be presented to the Paying Agent, accompanied by all documents reasonably required by the Paying Agent to evidence and effect such transfer and the Person requesting such payment or such issuance shall either pay to the Surviving Corporation (or any agent designated by the Surviving Corporation) any transfer and other similar Taxes required by reason of the payment of the Merger Consideration, as applicable, to a Person other than the registered holder of the Certificate so surrendered or shall establish to the reasonable satisfaction of the Paying Agent that such Taxes either have been paid or are not required to be paid.

(ii)            Book-Entry Shares. Any holder of Book-Entry Shares converted into the right to receive the Merger Consideration shall not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 3.1(b). In lieu thereof, subject to Section 3.2(c) and Section 3.5, each registered holder of one or more Book-Entry Shares shall automatically upon the Effective Time be entitled to receive the Merger Consideration in accordance with Section 3.1(b). Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered.

(c)            Timing of Exchange. Upon surrender of a Certificate (or affidavit of loss in lieu thereof in accordance with Section 3.4 or in the event shares of Company Common Stock whose transfer was not registered in the transfer records of the Company, such information, documentation and payment of Taxes (or evidence of payment thereof) requested by the Surviving Corporation or the Paying Agent in accordance with Section 3.2(b)(i)) or Book-Entry Share for cancellation to the Paying Agent, together with, in the case of Certificates, a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent (it being understood that holders of Book-Entry Shares will be deemed to have surrendered such Book-Entry Shares upon receipt of an “agent’s message” with respect to such Book-Entry Share), and such other customary evidence of surrender as the Paying Agent may reasonably require, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Book-Entry Share, upon the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof in accordance with Section 3.4 or in the event shares of Company Common Stock whose transfer was not registered in the transfer records of the Company, such information, documentation and payment of Taxes (or evidence of payment thereof) requested by the Surviving Corporation or the Paying Agent in accordance with Section 3.2(b)(i)) or Book-Entry Share, in accordance with the procedures in Section 3.2(b), as applicable, and the Certificate (including any Certificate that is the subject of the affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Agent Agreement shall provide that the Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares on the Merger Consideration payable upon the surrender of the Certificates or Book-Entry Shares.

(d)            Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates or Book-Entry Shares for one (1) year after the Effective Time (including any interest received with respect thereto) shall be delivered to the Surviving Corporation, upon written demand, and any such holders prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation as a general creditor thereof for payment of their claims for Merger Consideration (without any interest thereon) in respect thereof, subject to abandoned property, escheat or similar Law.

(e)            No Liability. None of Parent, Acquisition Sub, the Company, the Surviving Corporation or the Paying Agent shall be liable to any Person in respect of any cash held in the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

(f)             Investment of Exchange Fund. The Paying Agent Agreement shall provide that the Paying Agent shall invest any cash included in the Exchange Fund as directed by Parent or, after the Effective Time, the Surviving Corporation; provided that (i) no such investment (including any losses thereon) shall relieve Parent or the Paying Agent from making the payments required by this Article III, and following any losses (or any diminishment of the Exchange Fund for any other reason below the level required to make cash payment in full of the aggregate funds required to be paid pursuant to the terms hereof), Parent shall promptly provide additional funds to the Paying Agent for the benefit of the holders of Company Common Stock in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited to the Paying Agent to make the payments contemplated by Section 3.1(b), (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) all such investments shall be in short-term obligations of the United States of America with maturities of no more than thirty (30) days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America. Any interest or income produced by such investments will be payable to the Surviving Corporation or Parent, as directed by Parent.

(g)            Withholding. Parent, the Surviving Corporation or the Paying Agent, as applicable, shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under applicable Law. To the extent that amounts are so withheld and paid over to or deposited with the relevant Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

Section 3.3             Company Equity Awards.

(a)            Treatment of Company Options.

(i)             Vested Company Options. Prior to the Effective Time, the Company Board (or any committee thereof) shall adopt resolutions that provide that, immediately prior to the Effective Time, each option to purchase shares of Company Common Stock granted under a Company Stock Plan (the “Company Options”) that is vested in accordance with its terms, and is outstanding and unexercised at the Effective Time (the “Vested Company Options”) shall, except as otherwise agreed to in writing prior to the Effective Time by Parent, the Company and a holder of Company Options, without any action on the part of the holder thereof, be cancelled and, in exchange therefor, each holder of any such cancelled Vested Company Option shall be entitled to receive, in consideration of the cancellation of such Vested Company Option and in settlement therefor, a payment in cash of an amount equal to the product of (i) the total number of shares of Company Common Stock subject to such cancelled Vested Company Option, multiplied by (ii) the excess, if any, of (A) the sum of the Merger Consideration and the Special Dividend Per Share Amount (if the Special Dividend is declared by the Company in accordance with Section 6.20) over (B) the exercise price per share of Company Common Stock subject to such cancelled Vested Company Option, without interest (such amounts payable hereunder, the “Vested Option Payments”); provided, that (1) any such Vested Company Option with respect to which the exercise price per share subject thereto is equal to or greater than the sum of the Merger Consideration and the Special Dividend Per Share Amount (if the Special Dividend is declared by the Company in accordance with Section 6.20) shall be cancelled in exchange for no consideration and (2) such Vested Option Payments may be reduced by the amount of any required Tax withholdings as provided in Section 3.2(g). From and after the Effective Time, no Vested Company Option shall be exercisable, and each Vested Company Option shall entitle the holder thereof only to the payment provided for in this Section 3.3(a)(i), if any.

(ii)            Unvested Company Options. Prior to the Effective Time, the Company Board (or any committee thereof) shall adopt resolutions that provide that, immediately prior to the Effective Time, each Company Option that is not a Vested Company Option (the “Unvested Company Options”) shall, except as otherwise agreed to in writing prior to the Effective Time by Parent, the Company and a holder of Company Options, without any action on the part of the holder thereof, be cancelled and converted into the contingent right to receive a payment in cash (subject to the vesting and timing of settlement terms described below) of an amount equal to the product of (i) the total number of shares of Company Common Stock subject to such cancelled Unvested Company Option, multiplied by (ii) the excess, if any, of (A) the sum of the Merger Consideration and the Special Dividend Per Share Amount (if the Special Dividend is declared by the Company in accordance with Section 6.20) over (B) the exercise price per share of Company Common Stock subject to such cancelled Unvested Company Option, without interest (such amounts payable hereunder, the “Converted Option Cash Award”); provided that (1) any Unvested Company Option with respect to which the exercise price per share subject thereto is equal to or greater than the sum of the Merger Consideration and the Special Dividend Per Share Amount (if the Special Dividend is declared by the Company in accordance with Section 6.20) shall be cancelled in exchange for no consideration and (2) any payment in respect of the Converted Option Cash Award may be reduced by the amount of any required Tax withholdings as provided in Section 3.2(g). Each such Converted Option Cash Award will continue to have, and will be subject to, the same vesting and timing of settlement terms and conditions as applied to the corresponding Unvested Company Option immediately prior to the Effective Time except for terms rendered inoperative by reason of the Merger or for such other administrative and ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of the Converted Option Cash Award; provided that no such changes shall adversely affect the rights of the applicable holder. From and after the Effective Time, no Unvested Company Option shall be exercisable, and each Unvested Company Option shall entitle the holder thereof only to the payment provided for in this Section 3.3(a)(ii), if any.

(b)            Treatment of Restricted Stock Units.

(i)             Vested Company RSUs. Prior to the Effective Time, the Company Board (or any committee thereof) shall adopt resolutions that provide that, immediately prior to the Effective Time, each outstanding award of restricted stock units with respect to shares of Company Common Stock granted pursuant to a Company Stock Plan that vests solely based on the holder’s provision of services over time (each, a “RSU Award”) that is vested but not yet settled or that vests as a result of the consummation by the Company of the transactions contemplated by this Agreement (each, a “Vested Company RSU”) shall, except as otherwise agreed to in writing prior to the Effective Time by Parent, the Company and a holder of an RSU Award, without any action on the part of the holder thereof, be cancelled, and in exchange therefor, each holder of any such cancelled Vested Company RSU shall be entitled to receive, in consideration of the cancellation of such Vested Company RSU and in settlement therefor, a payment in cash of an amount equal to the product of (A) the number of shares of Company Common Stock subject to such Vested Company RSU, multiplied by (B) the sum of the Merger Consideration and the Special Dividend Per Share Amount (if the Special Dividend is declared by the Company in accordance with Section 6.20), without interest (such amounts payable hereunder, the “Vested RSU Payments”); provided that such Vested RSU Payments may be reduced by the amount of any required Tax withholdings as provided in Section 3.2(g).

(ii)            Unvested Company RSUs. Prior to the Effective Time, the Company Board (or any committee thereof) shall adopt resolutions that provide that, immediately prior to the Effective Time, each outstanding RSU Award that is not a Vested Company RSU (each, an “Unvested Company RSU”) shall, except as otherwise agreed to in writing prior to the Effective Time by Parent, the Company and a holder of an RSU Award, without any action on the part of the holder thereof, be cancelled and converted into the contingent right to receive a payment in cash (subject to the vesting and timing of settlement terms described below) of an amount equal to the product of (A) the number of shares of Company Common Stock subject to such Unvested Company RSU, multiplied by (B) the sum of the Merger Consideration and the Special Dividend Per Share Amount (if the Special Dividend is declared by the Company in accordance with Section 6.20), without interest (such amounts payable hereunder, the “Converted RSU Award”); provided that such Converted RSU Award may be reduced by the amount of any required Tax withholdings as provided in Section 3.2(g). Each such Converted RSU Award will continue to have, and will be subject to, the same terms and conditions (including with respect to vesting and timing of payment), except for terms rendered inoperative by reason of the Merger or for such other administrative and ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of the Converted RSU Award; provided that no such changes shall adversely affect the rights of the applicable holder.

(i)             Vested Company PSUs. Prior to the Effective Time, the Company Board (or any committee thereof) shall adopt resolutions that provide that, immediately prior to the Effective Time, each outstanding award of performance-based restricted stock units with respect to shares of Company Common Stock granted pursuant to a Company Stock Plan (each, a “PSU Award”) that is vested but not yet settled or that vests as a result of the consummation by the Company of the transactions contemplated by this Agreement (each, a “Vested Company PSU”) shall, except as otherwise agreed to in writing prior to the Effective Time by Parent, the Company and a holder of a PSU Award, without any action on the part of the holder thereof, be cancelled, and in exchange therefor, each holder of any such cancelled Vested Company PSU shall be entitled to receive, in consideration of the cancellation of such Vested Company PSU and in settlement therefor, a payment in cash of an amount equal to the product of (A) the number of shares of Company Common Stock that vested with respect to such Vested Company PSU, multiplied by (B) the sum of the Merger Consideration and the Special Dividend Per Share Amount (if the Special Dividend is declared by the Company in accordance with Section 6.20), without interest (such amounts payable hereunder, the “Vested PSU Payments”); provided that such Vested PSU Payments may be reduced by the amount of any required Tax withholdings as provided in Section 3.2(g).

(ii)            Unvested Company PSUs. Prior to the Effective Time, the Company Board (or any committee thereof) shall adopt resolutions that provide that, immediately prior to the Effective Time, each PSU Award that is not a Vested Company PSU and is outstanding as of immediately prior to the Effective Date (each, an “Unvested Company PSU”) shall, except as otherwise agreed to in writing prior to the Effective Time by Parent, the Company and a holder of a PSU Award, without any action on the part of the holder thereof, be cancelled and converted into the contingent right to receive a payment in cash of an amount equal to the product of (A) the number of shares of Company Common Stock subject to such Unvested Company PSU (as eventually determined based on actual performance for the applicable performance period based on the applicable terms of such Unvested Company PSU), multiplied by (B) the sum of the Merger Consideration and the Special Dividend Per Share Amount (if the Special Dividend is declared by the Company in accordance with Section 6.20), without interest (such amounts payable hereunder, the “Converted PSU Award”); provided that such Converted PSU Award may be reduced by the amount of any required Tax withholdings as provided in Section 3.2(g). Each such Converted PSU Award will continue to have, and will be subject to, the same terms and conditions (including with respect to vesting and timing of payment, except for (x) terms rendered inoperative by reason of the Merger and (y) such other administrative and ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of the Converted PSU Award, provided that no such changes shall adversely affect the rights of the applicable holder).

(iii)           Prior to the Effective Time, the Company Board (or any committee thereof) shall adopt resolutions that provide that, immediately prior to the Effective Time, any portion of a PSU Award that is not a Vested Company PSU or Unvested Company PSU shall, except as otherwise agreed to in writing prior to the Effective Time by Parent, the Company and holder of a PSU Award, without any action on the part of the holder thereof, be cancelled for no consideration.

(d)            Deferred Compensation Plans. Prior to the Effective Time, the Company Board (or any committee thereof) shall adopt resolutions that provide that, immediately prior to the Effective Time, all Stock Units credited to accounts under a Deferred Compensation Plan immediately prior to the Effective Time shall be notionally reinvested in one or more other investment funds as determined by the Company prior to the Effective Time until such accounts are distributed in cash pursuant to the terms of the applicable Deferred Compensation Plan as in effect immediately prior to the Effective Time.

(e)            Termination of Company Stock Plans. Prior to the Effective Time, the Company and the Company Board (or any committee thereof) shall adopt resolutions to approve, provide for or give effect to the transactions contemplated by this Section 3.3 and to authorize and direct the Company’s officers and employees to take such actions as may be necessary to give effect thereto. All Company Stock Plans (other than the agreements underlying, and the terms of the Company Stock Plans applicable to the Converted Option Cash Award, the Converted RSU Awards and the Converted PSU Awards, in each case, solely to the extent relevant to the terms and conditions of this Section 3.3) shall terminate as of the Effective Time, and the Company and the Company Board (or any committee thereof) shall adopt resolutions to effect the foregoing. Following the date hereof, the Company shall provide to Parent or its counsel for review and approval drafts of any resolutions prepared by the Company or its counsel to effectuate the foregoing and shall consider in good faith Parent’s timely comments thereto.

(f)             Treatment of Company Stock Purchase Plan. As soon as practicable following the date hereof, the Company and the Company Board (or any committee thereof) shall adopt resolutions and take all other actions necessary or required under the Company Stock Purchase Plan or applicable Law to provide that (i) except for the offering period under the Company Stock Purchase Plan in effect, no new offering period under the Company Stock Purchase Plan will be authorized or commence after the date hereof; (ii) no new participants will commence participation in the Company Stock Purchase Plan after the date hereof; (iii) no Company Stock Purchase Plan participant will be permitted to increase such participant’s payroll deduction election or contribution rate in effect as of the date hereof or to make separate non-payroll contributions on or following the date hereof, except as may be required by applicable Law; (iv) each purchase right under the Company Stock Purchase Plan outstanding as of the date hereof shall be exercised as of no later than five (5) Business Days prior to the date on which the Effective Time occurs (the “Final Exercise Date”); (v) each Company Stock Purchase Plan participant’s accumulated contributions under the Company Stock Purchase Plan shall be used to purchase shares of Company Common Stock as of the Final Exercise Date; and (vi) the Company Stock Purchase Plan will terminate effective as of (and subject to the occurrence of) immediately prior to the Effective Time, but subsequent to the exercise of purchase rights on the Final Exercise Date. Each share of Company Common Stock purchased on the Final Exercise Date shall be cancelled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with Section 3.1(b). At the Effective Time, any funds credited as of such date under the Company Stock Purchase Plan that are not used to purchase shares of Company Common Stock on the Final Exercise Date within the associated accumulated payroll withholding account for each participant under the Company Stock Purchase Plan shall be refunded to the applicable participant without interest.

(g)            Parent Funding. At the Effective Time, Parent shall deposit with the Surviving Corporation cash in the amount necessary to make the payments required under this Section 3.3 with respect to the Vested Option Payments, the Vested RSU Payments and the Vested PSU Payments, but only to the extent that the Surviving Corporation does not have sufficient cash to make such payments. Parent shall cause the Surviving Corporation to make the payments required under this Section 3.3 with respect to the Vested Option Payments, the Vested RSU Payments and the Vested PSU Payments as promptly as practicable after the Effective Time, or at such later time as necessary to avoid a violation and/or adverse tax consequences under Section 409A of the Code. Parent shall cause the Surviving Corporation to pay through the payroll agent of the Company the applicable Vested Option Payments, Vested RSU Payments and Vested PSU Payments to the applicable holders, in each case, subject to Section 3.2(g).

Section 3.4             Lost Certificates. If any Certificate has been lost, stolen or destroyed, then upon the making of an affidavit, in form and substance reasonably acceptable to Parent and the Company, of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving Corporation, the posting by such Person of a bond, in a customary amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration that the holder has the right to receive pursuant to Section 3.1(b).

Section 3.5             Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Company Common Stock held by a Person (a “Dissenting Shareholder”) who has not voted in favor of or consented to the approval of this Agreement and the Merger and has complied with all the other provisions of the WBCA concerning dissenters’ rights with respect to this Agreement (“Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as described in Section 3.1(a). By virtue of the consummation of the Merger, all Dissenting Shares shall be cancelled and shall cease to exist and the holders of such Dissenting Shares shall thereafter be entitled only to such rights with respect to such Dissenting Shares as provided in Chapter 23B.13 of the WBCA; provided that if a Dissenting Shareholder shall have effectively withdrawn, or lost the right to, dissent from the Merger and demand payment for its shares of Company Common Stock, in any case pursuant to the WBCA, its shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration, without interest, and such shares shall not be deemed to be Dissenting Shares. The Company shall give Parent prompt notice of any written demands regarding the exercise of dissenters’ rights received by the Company, withdrawals of such demands and any other instruments served on the Company pursuant to Chapter 23B.13 of the WBCA and shall give Parent the opportunity to participate in and direct all negotiations and proceedings with respect thereto. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands. Prior to the Closing, Parent shall not, without the prior written consent of the Company, consent or agree to, or require the Company to make, any payment with respect to any such demands or offer to settle or settle any such demands.

Section 3.6             Transfers; No Further Ownership Rights. From and after the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Company of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If Certificates (or affidavits of loss in lieu thereof in accordance with Section 3.4) or Book-Entry Shares are presented to the Surviving Corporation, Parent or Paying Agent for transfer following the Effective Time, they shall be cancelled against delivery of the applicable Merger Consideration as provided for in Section 3.1(b) for each share of Company Common Stock formerly represented by such Certificates or Book-Entry Shares. Payment of the Merger Consideration in accordance with the terms of this Article III, payment of the Special Dividend and Stub Period Dividend (if declared by the Company) and, if applicable, any unclaimed dividends upon surrender of Certificates, shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificates or Book-Entry Shares.

Section 3.7             Payment of Special Dividend and Stub Period Dividend. At the Effective Time, if and only to the extent the Surviving Corporation does not have sufficient cash to make such payments, if any, Parent shall deposit with the Surviving Corporation cash in the amount necessary to pay the aggregate amount of the Special Dividend and the Stub Period Dividend to be paid to the issued and outstanding shares of Company Common Stock, in each case if declared by the Company pursuant to Sections 6.20 or Section 6.1(D), as applicable. Parent shall cause the Surviving Corporation to make payment of the Special Dividend and the Stub Period Dividend with respect to the Company Common Stock as promptly as practicable after the Effective Time, in each case if declared by the Company.

Article IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except (a) as disclosed in the Company Disclosure Letter (subject to Section 9.3(b)) or (b) as disclosed in the Company SEC Documents filed or furnished by the Company prior to the date that is at least one (1) Business Day prior to the date of this Agreement (other than any disclosures set forth under the headings “Risk Factors” or “Forward-Looking Statements” or under any similarly titled variations thereof (other than any historical or factual matters disclosed in such sections) to the extent such disclosures are predictive, cautionary or forward-looking in nature) and provided that nothing disclosed in the Company SEC Documents shall be deemed to be a qualification of or modification to the representations and warranties set forth in Section 4.1(a), Section 4.2, Section 4.4, Section 4.19, Section 4.20 or Section 4.23, the Company hereby represents and warrants to Parent as follows:

Section 4.1             Organization and Qualification; Subsidiaries.

(a)            The Company is a corporation duly incorporated and validly existing under the Laws of the State of Washington. The Company has the requisite corporate power and authority to conduct its business as it is now being conducted, except where the failure to be so organized or existing or to be in good standing or to have such power and authority would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company is duly qualified or licensed to do business and (to the extent applicable) is in good standing in each jurisdiction in which the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and (to the extent applicable) in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Accurate and complete copies of the Company’s amended and restated articles of incorporation (the “Company Charter”) and bylaws, as amended and restated (the “Company Bylaws”), as in effect as of the date of this Agreement, are included in the Company SEC Documents that have been filed at least one (1) Business Day prior to the date of this Agreement.

(b)            Each of the Company’s Subsidiaries is a corporation, partnership or other entity duly organized, validly existing and (to the extent applicable) in good standing under the laws of the jurisdiction of its incorporation or organization. Each of the Company’s Subsidiaries has the requisite corporate power and authority to conduct its business as it is now being conducted, except where the failure to be so organized or existing or to be in good standing or to have such power and authority would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly qualified or licensed to do business and (to the extent applicable) is in good standing in each jurisdiction in which the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and (to the extent applicable) in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Section 4.2             Capitalization.

(a)            The authorized capital stock of the Company consists of one billion (1,000,000,000) shares of Company Common Stock. As of the close of business on December 17, 2024 (the “Specified Date”), 165,047,106 shares of Company Common Stock were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights.

(b)            As of the close of business on the Specified Date, (i) the Company had no shares of Company Common Stock reserved for issuance, except for shares of Company Common Stock reserved for issuance pursuant to the Company Stock Plans, shares of Company Common Stock reserved for issuance pursuant to the Company Stock Purchase Plan, and shares of Company Common Stock reserved for issuance pursuant to the Shareholder Rights Agreement and (ii) there were (A) 6,425,307 outstanding Company Options with a weighted average exercise price of $33.18693 per share of Company Common Stock, (B) 7,646,775 shares of Company Common Stock subject to outstanding RSU Awards, (C) 1,483,879 shares of Company Common Stock subject to outstanding PSU Awards (assuming achievement of the applicable performance goals at target level) and (D) 105,102.66 outstanding Stock Units credited to accounts under the Deferred Compensation Plans.

(c)            As of the close of business on the Specified Date, other than as set forth above in Section 4.2(a) and Section 4.2(b), there are no existing and outstanding (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character to which the Company is a party obligating the Company to issue, transfer or sell any shares of capital stock or other equity interests in the Company or securities convertible into or exchangeable for such shares or equity interests in the Company, (ii) contractual obligations of the Company to repurchase, redeem or otherwise acquire any capital stock of the Company or (iii) stockholder agreements, voting trusts or similar arrangements to which the Company is a party with respect to the voting or transfer of the capital stock of the Company.

(d)            All of the outstanding shares of capital stock or equivalent equity interests of each of the Company’s Subsidiaries are owned of record and beneficially, directly or indirectly, by the Company or a wholly owned Subsidiary of the Company and free and clear of all material Liens except for restrictions imposed by applicable securities Laws and Permitted Liens.

(e)            Section 4.2(e) of the Company Disclosure Letter sets forth a true, correct and complete list of all outstanding awards under the Company Stock Plans, as of the Specified Date, and with respect to each such outstanding award: (1) the holder of such award; (2) the number of shares of Company Common Stock underlying the award and the corresponding plan pursuant to which such award was granted and assuming that applicable performance metrics are achieved at both “target” and “maximum” levels; (3) the grant date; (4) the applicable vesting schedule; (5) the exercise price for Company Options; and (6) the expiration date for Company Options. All issued and outstanding Company Options were issued in compliance with applicable Law and each Company Option has been granted with an exercise price per share of Company Common Stock equal to or greater than the fair market value of a share of Company Common Stock on the date of grant of such Company Option and has not otherwise been modified.

Section 4.3             Authority Relative to Agreement.

(a)            The Company has all necessary corporate power and authority to execute and deliver this Agreement and perform its obligations hereunder and, subject to obtaining the Requisite Shareholder Approvals and assuming the accuracy of the representations and warranties in Section 5.13, to consummate the transactions contemplated hereby, including the Merger. The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by the Company, and except for the Requisite Shareholder Approvals and filing of the Articles of Merger with the Secretary, assuming the accuracy of the representations and warranties in Section 5.13, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (the “Bankruptcy and Equity Exception”).

(b)            The Company Board, acting on the recommendation of the Special Committee, has unanimously (excluding the members of the Company Board who are Parent Parties) (i) approved the execution, delivery and performance of this Agreement, and subject to receiving the Requisite Shareholder Approvals, the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, upon the terms and subject to the conditions set forth in this Agreement, (ii) determined and declared that this Agreement and the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, are advisable, fair to and in the best interests of the Company and its shareholders, (iii) directed that this Agreement be submitted to the shareholders of the Company to be approved and (iv) upon the terms and subject to the conditions of this Agreement, resolved to recommend the approval of this Agreement and the transactions contemplated hereby, including the Merger, by the Company’s shareholders in accordance with Section 23B.11A.040 of the WBCA; provided that any change, modification or rescission of such recommendation by the Company Board or the Special Committee in accordance with Section 6.5 shall not be a breach of this representation.

Section 4.4             No Conflict; Required Filings and Consents.

(a)            Assuming the accuracy of the representations and warranties contained in Section 5.13, neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (i) subject to obtaining the WBCA Shareholder Approval, violate any provision of the Company Charter or the Company Bylaws, (ii) assuming that the Consents, registrations, declarations, filings and notices referred to in Section 4.4(b) have been obtained or made, as applicable, any applicable waiting periods referred to therein have expired and any condition precedent to any such Consent has been satisfied, conflict with or violate any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (iii) result in any breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, acceleration or cancellation of, any Company Material Contract, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults or rights of termination, acceleration or cancellation as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of the Company to consummate the Merger.

(b)            No consent, approval, license, permit, Order or authorization (a “Consent”) of, or registration, declaration or filing with, or notice to, any Governmental Authority is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than (i) compliance with the applicable requirements of the Securities Act and the Exchange Act, including the filing with the SEC of the Proxy Statement in preliminary and definitive forms, the filing of the Schedule 13E-3, and other filings as may be required under the Securities Act or the Exchange Act, (ii) the filing of the Articles of Merger with the Secretary and, to the extent applicable, the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (iii) applicable requirements under any applicable international, federal or state securities Laws or “Blue Sky Laws,” (iv) such filings as may be required in connection with any Transfer Taxes, (v) filings as may be required under the rules and regulations of NYSE, (vi) such other items required solely by reason of the participation of the Parent Parties in the transactions contemplated by this Agreement, including by reason of the identity of the Parent Parties, or their assets, revenues or turnover in any particular jurisdiction, (vii) compliance with and filings or notifications under the HSR Act or other Antitrust Laws, including the filing of a premerger notification and report form under the HSR Act and the receipt, termination or expiration, as applicable of waivers, Consents, waiting periods or agreements required under the HSR Act or any other applicable Antitrust Laws, and (viii) such other Consents, registrations, declarations, filings or notices the failure of which to be obtained or made as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of the Company to consummate the Merger.

Section 4.5             Permits; Compliance with Laws.

(a)            The Company and its Subsidiaries are in possession of all franchises, grants, registrations, licenses, easements, variances, exceptions, Consents and certificates necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets that are material to the Company and its Subsidiaries, taken as a whole, and to carry on their business as it is being conducted as of the date of this Agreement (the “Company Permits”), and all Company Permits are in full force and effect and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatened, except where the failure to be in possession of or be in full force and effect, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(b)            None of the Company or any of its Subsidiaries is in default or violation of any Law applicable to the Company or any of its Subsidiaries, except for any such defaults or violations as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, since January 30, 2022, none of the Company or its Subsidiaries has received any written or, to the Knowledge of the Company, oral notice from any Governmental Authority of any violation (or any investigation with respect thereto) of any Law by the Company or its Subsidiaries.

(c)            Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the businesses of each of the Company and each of its Subsidiaries, and their respective officers and directors, and to the Knowledge of the Company, any employees and agents acting on behalf of the Company and its Subsidiaries, in their capacity as such, are being, and since January 30, 2022, have been, conducted in compliance with the U.S. Foreign Corrupt Practices Act 1977 and other similar applicable anti-bribery Laws in other jurisdictions (collectively, “Anti-Corruption Laws”) and Anti-Money Laundering Laws. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries (A) have policies and procedures reasonably designed to ensure compliance with Anti-Corruption Laws and Anti-Money Laundering Laws, (B) have implemented independent testing to monitor compliance with Anti-Money Laundering Laws, and (C) since January 30, 2022, have complied with the compliance program requirements for dealers in jewels, precious metals, and precious stones under the U.S. Bank Secrecy Act and the regulations implemented pursuant thereto and (ii) there are no internal investigations or, to the Knowledge of the Company, pending governmental or other regulatory investigations or proceedings, in each case, regarding any action or any allegation of any violation of such Anti-Corruption Laws or Anti-Money Laundering Laws.

(d)            Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the businesses of each of the Company and its Subsidiaries, and their respective officers and directors, and to the Knowledge of the Company, any employees and agents acting on behalf of the Company and its Subsidiaries, in their capacity as such, are being, and since January 30, 2022, have been, conducted in compliance with all applicable economic sanctions, including those administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, or export control laws, including the U.S. Export Administration Regulations and International Traffic in Arms Regulations and import control Laws, including those administered by the U.S. Customs and Border Protection, imposed by any Governmental Authority of a jurisdiction where the Company or its Subsidiaries operate (collectively, “Trade Controls”). None of the Company nor any of its Subsidiaries, or their respective officers or directors, nor to the Knowledge of the Company, any employees or agents acting on behalf of the Company or its Subsidiaries, in their capacity as such, (i) are Sanctioned Persons or (ii) since January 30, 2022, have operated in or engaged in any dealings with a Sanctioned Country or Sanctioned Person. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) the Company and each of its Subsidiaries have policies and procedures reasonably designed to ensure compliance with Trade Controls and (B) there are no internal investigations or, to the Knowledge of the Company, pending governmental or other regulatory investigations or proceedings, in each case, regarding any action or any allegation of any violation of the Trade Controls.

Section 4.6             Company SEC Documents; Financial Statements.

(a)            Since January 29, 2023, the Company has filed with or furnished to (as applicable) the SEC all material forms, documents and reports required to be filed or furnished prior to such date by it with the SEC (such documents and any other documents filed or furnished by the Company with or to the SEC since January 29, 2023, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective dates, or, if supplemented, modified or amended, as of the date of the last such amendment, supplement or modification, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time it was filed (or, if amended, supplemented or modified as of the date of the last amendment, supplement or modification) contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading.

(b)            The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Subsidiaries of the Company (including in each case all related notes thereto) included in, or incorporated by reference into, the Company SEC Documents (i) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and its consolidated statements of operations, and consolidated statements of cash flows for the respective periods then ended (except as may be indicated in the notes thereto or, in the case of unaudited interim consolidated financial statements, for normal year-end audit adjustments that were not or will not be material in amount or effect) and (ii) were prepared in conformity with GAAP (as in effect in the United States on the date of such financial statements) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto, except, in the case of unaudited statements, as permitted by SEC rules and regulations).

Section 4.7              Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries expressly for inclusion or incorporation by reference in: (a) the proxy statement relating to the adoption by the shareholders of the Company of this Agreement (together with any amendments or supplements thereto, the “Proxy Statement”), (b) the Rule 13E-3 transaction statement on Schedule 13E-3 relating to this Agreement (together with any amendments or supplements thereto, the “Schedule 13E-3”), or (c) any Other Required Filing, will, at the date the Proxy Statement or Schedule 13E-3 is first mailed to the shareholders of the Company (with respect to the Proxy Statement and Schedule 13E-3), at the time the applicable Other Required Filing is filed with the SEC (with respect to any Other Required Filing), and at the time of the Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with regard to statements made therein based on information supplied by or on behalf of any Parent Party for inclusion therein.

Section 4.8             Disclosure Controls and Procedures. The Company has designed and maintains a system of “disclosure controls and procedures” and “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) intended to provide reasonable assurances regarding the reliability of financial reporting for the Company and its consolidated Subsidiaries. The Company has designed disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) intended to provide reasonable assurance that material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. To the Knowledge of the Company, the Company has disclosed, based on its most recent evaluation of the Company’s internal control over financial reporting prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (a) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Section 4.9             Absence of Certain Changes or Events.

(a)            From November 3, 2024 to the date of this Agreement, the businesses of the Company and its Subsidiaries, taken as a whole, have been conducted in all material respects in the ordinary course of business consistent with past practice.

(b)            From November 3, 2024, there has not been any adverse change, event, effect or circumstance that has had or would reasonably be expected to have a Company Material Adverse Effect.

Section 4.10            No Undisclosed Liabilities. Except (a) as reflected, disclosed or reserved against in the Company’s financial statements (as amended or restated, as applicable) or the notes thereto included in the Company SEC Documents, (b) for liabilities or obligations incurred in the ordinary course of business since November 3, 2024, (c) for liabilities or obligations incurred in connection with this Agreement and the transactions contemplated hereby, (d) for liabilities or obligations as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or (e) as set forth in Section 4.10 of the Company Disclosure Letter, as of the date hereof, the Company and its Subsidiaries do not have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet (or in the notes thereto) of the Company and its consolidated Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any “off balance sheet arrangement” within the meaning of Item 303 of Regulation S-K promulgated under the Securities Act, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Section 4.11            Litigation. As of the date hereof, there is no Action pending to which the Company or any of its Subsidiaries is a party, or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, that would have a Company Material Adverse Effect, nor is there any Order of any Governmental Authority outstanding against, or to the Knowledge of the Company, investigation pending or threatened in writing by any Governmental Authority involving, the Company or any of its Subsidiaries that would have a Company Material Adverse Effect. As of the date hereof, there is no Action pending or, to the Knowledge of the Company, threatened seeking to prevent, enjoin, modify, materially prevent, delay or challenge the Merger or any of the other transactions contemplated by this Agreement or the ability of the Company to fully perform its covenants and obligations pursuant to this Agreement.

Section 4.12            Employee Benefit Plans.

(a)            Section 4.12(a) of the Company Disclosure Letter sets forth a true and complete list as of the date hereof of each material “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA, and each other material employment, individual consulting, retention, stay bonus, profit-sharing, savings, bonus, commission, stock option, stock appreciation right, stock purchase, restricted stock, restricted stock unit, performance stock unit, phantom equity or other equity or equity-based, incentive, deferred compensation, severance, separation, redundancy, termination, retirement, disability, insurance, vacation, pension, change in control, health, welfare, fringe benefit or other compensation or benefit plan, agreement, policy, program or arrangement, in each case, that is maintained by, contributed to or sponsored by, the Company or any of its Subsidiaries, or to which the Company or any of its Subsidiaries has any liability (each a “Company Benefit Plan”); provided that individualized agreements that are substantially similar to a form agreement that has been made available to Parent shall not be required to be included on such Section 4.12(a) of the Company Disclosure Letter. With respect to each such Company Benefit Plan, the Company has made available to Parent a true and correct copy of, as applicable: (i) all current plan documents for each such Company Benefit Plan that has been reduced to writing and all amendments thereto (or with respect to any such Company Benefit Plan that is not in writing, a written description of the material terms thereof), other than any individualized agreement that is substantially similar to a form agreement that has been made available to Parent; (ii) each current trust, insurance, or other funding agreement relating to each such Company Benefit Plan and any amendments thereto; (iii) the most recent summary plan description of each Company Benefit Plan provided to participants and all summaries of material modifications thereto; (iv) the most recent annual reports (Form 5500) filed with the Internal Revenue Service (“IRS”) and attached schedules; (v) the most recent determination or opinion letter, if any, issued by the IRS with respect to any Company Benefit Plan intended to be qualified under Section 401(a) of the Code; (vi) the most recent audited financial statements and actuarial valuation reports; and (vii) any non-routine material correspondence since January 30, 2022 with the IRS, the U.S. Department of Labor or any similar Governmental Authority relating to any such Company Benefit Plan. No Company Benefit Plan is maintained outside the jurisdiction of the United States, or covers any current or former director, officer, employee or other individual service provider of the Company or any of its Subsidiaries residing or working outside the United States.

(b)            Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) each Company Benefit Plan is, and has been established, operated, funded and administered in compliance with its terms and all applicable Laws, including ERISA and the Code, and (ii) there are no Actions (other than for routine claims for benefits) pending or, to the Knowledge of the Company, threatened with respect to any Company Benefit Plan or any fiduciary thereof. Each Company Benefit Plan which is intended to qualify under Section 401(a) of the Code has either received a favorable determination letter from the IRS as to its qualified status or has timely filed an application for a favorable determination letter, or may rely upon an opinion letter for a prototype or volume submitter plan.

(c)            Section 4.12(c) of the Company Disclosure Letter lists as of the date hereof each Company Benefit Plan that provides health or life benefits after retirement or other termination of employment, other than (i) as required by Law or (ii) through the end of the month in which an employee terminates employment.

(d)            At no time during the six (6)-year period prior to the date of this Agreement has the Company or any Subsidiary of the Company sponsored, maintained, established, contributed to or had any obligation to contribute or liabilities (contingent or otherwise, including in respect of any ERISA Affiliates of the Company or any Subsidiary of the Company) with respect to (i) a “multiple employer plan” (as defined in Section 4063 or Section 4064 of ERISA), (ii) any plan that is subject to Section 302 or Title IV of ERISA or Section 412 of the Code, (iii) any “multiemployer plan” (within the meaning of Section 3(37) or 4001(a)(3) of ERISA). No Company Benefit Plan is a welfare benefit fund within the meaning of Section 419 of the Code or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA).

(e)            Except as set forth on Section 4.12(e) of the Company Disclosure Letter, neither the execution of this Agreement nor the shareholder or other approval hereof nor the completion of the transactions contemplated hereby (either alone or in conjunction with any other event) would result in (i) any compensation or benefits becoming due to any current or former director, officer, employee or other individual service provider of the Company or any of its Subsidiaries; (ii) the acceleration of vesting or timing of, or trigger any payment or funding of, any compensation or benefits, to any current or former director, officer, employee or other individual service provider of the Company or any of its Subsidiaries; (iii) any increase to the compensation or benefits otherwise payable under any Company Benefit Plan; (iv) a requirement that the Company transfer or set aside any assets to fund any benefits under any Company Benefit Plan; or (v) limit or restrict the right to merge, amend, terminate or transfer the assets of any Company Benefit Plan on or following the Effective Time. Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any current or former director, officer, employee or other individual service provider of the Company or any of its Subsidiaries for any Tax incurred by such individual under Section 409A or Section 4999 of the Code.

(f)             None of the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement shall result in any payment or benefit made by the Company or any of its Subsidiaries (other than any payment or benefit pursuant to any agreement or arrangement with Parent or entered into at Parent’s direction) to be characterized as an “excess parachute payment” within the meaning of Section 280G of the Code.

Section 4.13            Labor Matters.

(a)            As of the date hereof, neither the Company nor any of its Subsidiaries is a party to or bound by any works council or collective bargaining agreement, nor is any such agreement being negotiated. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, there are no labor-related strikes, walkouts or other work stoppages pending or, to the Knowledge of the Company, threatened in writing, and, since January 30, 2022, neither the Company nor any of its Subsidiaries has experienced any such labor-related strike, walkout or other work stoppage. To the Knowledge of the Company, as of the date of this Agreement, there is no pending organizing campaign, and no labor union or works council has made a pending written demand for recognition or certification, in each case, with respect to any employees of the Company or any of its Subsidiaries.

(b)            Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries are, and since January 30, 2022 have been, in compliance with all applicable Laws pertaining to employment and employment practices, including, but not limited to, wages, hours, compensation, employee classification (either as exempt or non-exempt, or as a contractor versus employee), fringe benefits, paid sick leave, employment or termination of employment, leave of absence rights, employment policies, immigration, terms and conditions of employment, labor or employee relations, affirmative action, government contracting obligations, equal employment opportunity and fair employment practices, disability rights or benefits, workers’ compensation, unemployment compensation and insurance, health insurance continuation, whistle-blowing, privacy rights, harassment, discrimination, retaliation, and working conditions or employee safety or health.

(c)            Except as set forth in Section 4.13(c) of the Company Disclosure Letter, since January 30, 2022, neither the Company or any of its Subsidiaries has implemented a plant closing, mass layoff or other action which would trigger the notice requirements of the Worker Adjustment and Retraining Notification Act of 1988 or any similar applicable Laws (collectively, the “WARN Act”) and there are no outstanding material liabilities under the WARN Act.

(d)            To the Knowledge of the Company, in the past three (3) years, no material allegation of sexual harassment has been made by or against any officer or director of the Company or any of its Subsidiaries in their capacity as such.

Section 4.14           Intellectual Property Rights.

(a)            Section 4.14(a) of the Company Disclosure Letter sets forth as of the date hereof a list of all (i) patents and registrations of other Intellectual Property Rights, including Internet domain names, owned by the Company or one of its Subsidiaries and (ii) all pending patent applications or applications for registration of other Intellectual Property Rights owned by the Company or one of its Subsidiaries. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries exclusively own, free and clear of all Liens (other than Permitted Liens), or to the Knowledge of the Company, have the right to use in the manner currently used, all patents, trademarks, trade names, copyrights, Internet domain names, service marks, trade dress, trade secrets, software and other intellectual property rights of any jurisdiction throughout the world (the “Intellectual Property Rights”) that are used in the business of the Company and its Subsidiaries as currently conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received, since January 30, 2022, any written charge, complaint, claim, demand, or notice challenging the validity, unencumbered sole ownership or enforceability of any Intellectual Property Rights owned or purported to be owned by the Company or any of its Subsidiaries (the “Company Intellectual Property Rights”).

(b)            Except as set forth in Section 4.14(b) of the Company Disclosure Letter, all material registered items on Section 4.14(a) of the Company Disclosure Letter are subsisting and unexpired and, to the Knowledge of the Company, valid and enforceable.

(c)            To the Knowledge of the Company, the conduct of the business of the Company and its Subsidiaries has not, since January 30, 2022, infringed upon, misappropriated or otherwise violated any Intellectual Property Rights of any other Person, except for any such infringement, misappropriation or other violation as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Since January 30, 2022, none of the Company or any of its Subsidiaries has been party to any Action or received any written charge, complaint, claim, demand or notice alleging any such infringement, misappropriation or other violation by the Company or any of its Subsidiaries, except for any such infringement, misappropriation or other violation as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Company, since January 30, 2022, no other Person has infringed, misappropriated or otherwise violated any Company Intellectual Property Rights, except for any such infringement, misappropriation or other violation as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(d)            Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, since January 30, 2022, the Company and its Subsidiaries have implemented and maintained commercially reasonable measures with respect to technical, administrative and physical safeguards designed to preserve and protect the confidentiality, availability, security and integrity of (i) the Company IT Assets (and all data stored therein or processed thereby, including Personal Data) and (ii) the trade secrets and other confidential information included in the Company Intellectual Property Rights. Without limiting the foregoing, the Company and its Subsidiaries have implemented commercially reasonable data backup, data storage, system redundancy and disaster avoidance and recovery procedures. To the Knowledge of the Company, the Company IT Assets and the products and services currently developed, marketed, licensed, sold, performed, distributed or otherwise made available by the Company or any of its Subsidiaries are free of Malicious Code.

(e)            Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) no proprietary software that is licensed, conveyed, distributed or otherwise made available to other Persons by the Company or its Subsidiaries incorporates, contains, is derived from or otherwise uses or links to any Open Source Software in a manner that requires any proprietary source code of the Company or its Subsidiaries to be licensed or made available to others in such circumstances and (ii) no Person (other than employees or service providers for purposes of providing services to the Company or its Subsidiaries and subject to reasonable confidentiality provisions) has possession of, or any current or contingent right to access or possess, any proprietary source code of the Company or its Subsidiaries.

(f)             Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, since January 30, 2022, (i) there have been no Actions pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries alleging a violation of any Privacy Obligations (including related to any fines or other sanctions), (ii) neither the Company nor any of its Subsidiaries has notified or been required to notify any Person or Governmental Authority of any data security breaches, security incidents, or breaches under any Privacy Obligations, (iii) there has been no unauthorized access, unauthorized use, unauthorized acquisition or disclosure, or any loss, interruption or theft, as applicable, of the Company IT Assets or any Personal Data of the Company, its Subsidiaries or its or their customers while such Personal Data was in the possession or control of the Company, its Subsidiaries or third Persons acting on their behalf, and (iv) the Company and its Subsidiaries have complied, and are in compliance, with all Privacy Obligations.

(g)            Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company IT Assets are sufficient for the conduct of the Company’s and its Subsidiaries’ business as currently conducted.

Section 4.15           Taxes.

(a)            Except as would not have a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries have filed all income and other material Tax Returns required to be filed by any of them; (ii) each of such filed Tax Returns (taking into account all amendments thereto) is complete and accurate; and (iii) all material Taxes (whether or not reflected on any Tax Return) have been timely paid in full, except for Taxes being contested in good faith and for which adequate reserves in accordance with GAAP have been provided on the Company’s consolidated financial statements.

(b)            Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries has received written notice of any audit, examination or other Action from any taxing authority in respect of liabilities for Taxes of the Company or any of its Subsidiaries or asserted Tax deficiencies or assessments of Tax with respect to the Company or its Subsidiaries, which have not been fully paid or settled; (ii) there are no Liens for Taxes on any of the assets of the Company or any of its Subsidiaries other than Permitted Liens; (iii) with respect to any tax years open for audit as of the date hereof, neither the Company nor any of its Subsidiaries has granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any Tax, other than as a result of an automatic extension to extend the time for filing any Tax Return in the ordinary course of business; and (iv) neither the Company nor any of its Subsidiaries has received or requested any private letter rulings from the IRS (or any comparable Tax rulings from any other Governmental Authority) that would be applicable after the Closing Date.

(c)            Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and each of its Subsidiaries have (i) withheld all Taxes required to be withheld by any of them in respect of all payments to employees, officers, managers, directors, independent contractors, stockholders, creditors and any other Persons and (ii) timely remitted all such Taxes withheld to the appropriate Governmental Authorities in accordance with applicable Laws.

(d)            Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no Governmental Authority in a jurisdiction where the Company or its Subsidiaries do not file Tax Returns has made any claim that any of the Company or its Subsidiaries is or may be subject to Tax in that jurisdiction.

(e)            Neither the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, income for any Tax period (or portion thereof) ending after the Closing Date as a result of (i) any change in method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date made prior to the Closing, (ii) the use of an incorrect method of accounting prior to the Closing, (iii) any “closing agreement” executed prior to the Closing or any agreement with any taxing authority entered into or any ruling received or requested from any taxing authority on or prior to the Closing, (iv) any intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code entered into or existing prior to the Closing, (v) any prepaid amount received, or paid, on or prior to the Closing or any deferred revenue accrued or existing on or before the Closing Date, in each case outside the ordinary course of business, (vi) any installment sale or open transaction disposition occurring on or before the Closing Date or (vii) an election pursuant to Section 965(h) of the Code.

(f)             Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is or has ever been a member of any Tax Group, other than a Tax Group the common parent of which is the Company or one of its Subsidiaries the sole members of which are the Company and its Subsidiaries. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has any liability for Taxes of any other Person (other than the Company or its Subsidiaries) (i) as a result of being or ceasing to be a member of any Tax Group (including any liability under Treasury Regulation Section 1.1502-6 or any comparable provision of other applicable Law) or (ii) by operation of Law, by reason of being a successor or transferee, by contract or otherwise.

(g)            Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is party to or bound by any contract, agreement, or other arrangement regarding the sharing or allocation of either liability for Taxes or payment of Taxes (excluding commercial agreements entered into with third parties in the ordinary course of business, the principal purpose of which is not related to Taxes).

(h)            Within the last two (2) years, neither the Company nor any of its Subsidiaries has been either a “distributing corporation” or a “controlled corporation” within the respective meanings of such terms under Section 355(a)(1)(A) of the Code in a distribution of stock qualifying under Section 355 of the Code.

(i)             Neither the Company nor any of its Subsidiaries has engaged in any “listed transaction” as defined in Treasury Regulations Section 1.6011-4(b)(2) or Treasury Regulations Section 301.6111-2(b)(2).

(j)             Neither the Company nor any of its Subsidiaries is the beneficiary of any material Tax exemption, Tax holiday or other Tax incentive agreement or order that is reasonably expected to be terminated as a result of the Closing.

Section 4.16            Material Contracts.

(a)            Section 4.16(a) of the Company Disclosure Letter sets forth a list, as of the date hereof, of each Company Material Contract, except for any Contract (including amendment thereto) filed or required to be filed as an exhibit to the Company SEC Documents (all of which shall be deemed to have been made available to Parent). For purposes of this Agreement, “Company Material Contract” means any Contract (other than any Company Benefit Plan, or Contract solely between the Company and any of its Subsidiaries or among any of its Subsidiaries) to which the Company or any of its Subsidiaries is a party or their respective properties or assets are bound, except for this Agreement, that:

(i)             constitutes a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company and its Subsidiaries, taken as a whole;

(ii)            is a joint venture, alliance or partnership agreement that is material to the operation of the Company and its Subsidiaries, taken as whole;

(iii)           is a loan, guarantee of indebtedness or credit agreement, note, mortgage, security agreement, pledge, indenture or other agreement evidencing borrowed money in excess of $25,000,000 (other than trade payables arising in the ordinary course of business and those between or among the Company and any of its Subsidiaries);

(iv)           is a Contract entered into outside the ordinary course of business that involves future expenditures, commitments or receipts by the Company or any of its Subsidiaries in excess of $15,000,000 individually or $30,000,000 in the aggregate, in each case in any one (1)-year period that cannot be terminated on less than ninety (90) days’ notice without material payment or penalty;

(v)            involves the acquisition from another Person or disposition to another Person, directly or indirectly, of any business or assets (including by merger, consolidation or acquisition, or disposition of stock or assets) for aggregate consideration under such Contract in excess of $15,000,000;

(vi)           is with any vendor or supplier of the Company or any of its Subsidiaries who, in the fiscal year ended February 3, 2024, was one of the twenty (20) largest vendors or suppliers based on revenue received from goods sold by the Company and its Subsidiaries from such vendor or supplier;

(vii)          is with any service provider of the Company or any of its Subsidiaries who, in the fiscal year ended February 3, 2024, was one of the twenty (20) largest sources of payment obligations of the Company and its Subsidiaries, based on amounts paid or payable (but excluding payments made to such service providers for pass-through payments and expenses);

(viii)         is a Contract relating to Intellectual Property Rights or Company IT Assets, in each case, other than (x) merchandising, promotional and brand licenses entered into in the ordinary course of business, (y) non-exclusive licenses to Company Intellectual Property Rights granted to service providers in the ordinary course of business and (z) non-exclusive licenses to commercially available software or IT Assets with annual or aggregate fees of less than $5,000,000;

(ix)            is a Real Property Lease relating to the Leased Real Property that is (A) a distribution center or warehouse or (B) one of the twenty (20) retail stores with the highest net sales during the fiscal year ended February 3, 2024;

(x)            except as would not be material to the Company and its Subsidiaries, taken as a whole, or can be terminated on less than ninety (90) days’ notice without material payment or penalty, is a Contract that prohibits the Company or any of its Subsidiaries from (A) engaging or competing in any material line of business, in any geographical location or with any Person or (B) selling any products or services of or to any other Person in any geographic region;

(xi)           except as would not be material to the Company and its Subsidiaries, taken as a whole, or can be terminated on less than ninety (90) days’ notice without material payment or penalty, is a Contract that (A) grants “most favored nation” status or is a “requirements” Contract or (B) provides for the purchase of goods or services exclusively from any Third Party;

(xii)           is a settlement or similar Contract with respect to any Action involving payments by the Company or its Subsidiaries after the Closing in excess of $25,000,000 in the aggregate or any injunctive or similar equitable obligations that impose material restrictions on the Company or any of its Subsidiaries; or

(xiii)         except for compensation, indemnification, employment or other arms-length ordinary course of business arrangements, is a Contract between the Company or any of its Subsidiaries, on the one hand, and any Affiliate (including any director or officer) thereof, but not including any wholly owned Subsidiary of the Company, on the other hand, that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC in the Company’s Form 10-K or proxy statement pertaining to an annual meeting of shareholders.

(b)            To the Knowledge of the Company, neither the Company nor any of its Subsidiaries is in breach of or default under the terms of any Company Material Contract, except where such breach or default would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. As of the date hereof, to the Knowledge of the Company, no other party to any Company Material Contract is in breach of or default under the terms of any Company Material Contract where such breach or default would, individually or the aggregate, reasonably be expected to have a Company Material Adverse Effect. Each Company Material Contract is a valid and binding obligation of the Company or its Subsidiary and, to the Knowledge of the Company, the other parties thereto, except such as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, subject to the Bankruptcy and Equity Exception.

Section 4.17            Real and Personal Property.

(a)            Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, as of the date hereof, the Company or its Subsidiaries have (i) good and valid marketable fee simple title to all Owned Real Property and (ii) a valid leasehold estate in or right to use all Leased Real Property, in each case free and clear of all Liens except for Permitted Liens.

(b)            Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, as of the date hereof, (i) each of the leases and subleases of the Leased Real Property (the “Real Property Leases”) is a valid and binding agreement of the Company or one of its Subsidiaries, as the case may be, and, to the Knowledge of the Company, the other parties thereto, is in full force and effect and, subject to the Bankruptcy and Equity Exception, enforceable in accordance with its terms, (ii) neither the Company nor any Subsidiary has received or delivered written notice of any breach or default under any Real Property Lease, (iii) no event has occurred that with notice or lapse of time, or both, would constitute a breach or default by the Company, any Subsidiary or any other party under any Real Property Lease, and (iv) there is no pending or threatened (in writing) condemnation or eminent domain proceeding affecting any Real Property.

(c)            Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and each of its Subsidiaries has good title to, or a valid leasehold interest in, the tangible personal assets and properties used or held for use by it in connection with the conduct of its business as conducted on the date of this Agreement, free and clear of all Liens other than Permitted Liens.

Section 4.18           Environmental Matters.

(a)            Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect:

(i)             the Company and each of its Subsidiaries are, and since January 30, 2022, have been, in compliance with all applicable Environmental Laws (including possessing and complying with all material Environmental Permits required for the conduct of their operations and businesses as currently conducted);

(ii)            there are no Actions pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, and since January 30, 2022, none of the Company or any of its Subsidiaries has received any written notice, in either case, alleging that the Company or such Subsidiary is in violation of, or liable under, any Environmental Law and which notice or Action remains unresolved; and

(iii)           to the Knowledge of the Company, there has been no Release of any Hazardous Substances (including by the Company or any of its Subsidiaries at, on or under the Owned Real Property or Leased Real Property) that has resulted or could reasonably be expected to result in liability under Environmental Laws on the part of the Company or any of its Subsidiaries.

Notwithstanding any other representation or warranty contained in this Article IV, the representations and warranties set forth in Section 4.18 are the Company’s sole and exclusive representations and warranties regarding environmental matters, Environmental Laws, Environmental Permits and Hazardous Substances.

Section 4.19           Vote Required. Assuming the accuracy of the representations and warranties in Section 5.13, the only vote required under applicable Law, the Company Charter or the Company Bylaws of the holders of any class or series of capital stock or other equity securities of the Company to approve this Agreement and the transactions contemplated hereby (including the Merger) is the affirmative vote of the holders of shares of Company Common Stock representing two-thirds of the outstanding shares of the Company Common Stock entitled to vote thereon at the Shareholders’ Meeting (the “WBCA Shareholder Approval”). In addition, the approval of this Agreement and the transactions contemplated hereby (including the Merger) shall be subject to the approval by the affirmative vote of holders of shares of Company Common Stock representing a majority of the outstanding shares of the Company Common Stock entitled to vote thereon at the Shareholders’ Meeting other than shares owned, directly or indirectly, by any of the Parent Parties or by any director or officer (within the meaning of Rule 16a-1(f) of the Exchange Act) of the Company (together with the WBCA Shareholder Approval, the “Requisite Shareholder Approvals”).

Section 4.20           Brokers. Except for Morgan Stanley & Co. LLC and Centerview Partners LLC pursuant to the Advisor Engagement Letters, no broker, finder, investment banker or financial advisor is entitled to any investment banking, brokerage, finder’s or similar fee or commission in connection with the Merger or any of the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company or any of its Subsidiaries. The Company has, prior to the execution and delivery of this Agreement, made available to Parent true, correct and complete copies of the Company’s engagement letters with Morgan Stanley & Co. LLC and Centerview Partners LLC relating to the transactions contemplated by this Agreement as in effect on the date of this Agreement (the “Advisor Engagement Letters”).

Section 4.21           Opinion of Financial Advisors. The Special Committee has received the opinions, dated as of the date hereof, of Morgan Stanley & Co. LLC and Centerview Partners LLC that, as of the date hereof and subject to the limitations, qualifications and assumptions set forth in such opinions, the Merger Consideration is fair, from a financial point of view, to the holders of shares of Company Common Stock (other than excluded shares (as defined in such opinions)). A true and complete signed copy of each such opinion will be delivered to Parent after the date hereof solely for informational purposes and on a non-reliance basis following receipt thereof by the Special Committee.

Section 4.22           Insurance. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (a) each material insurance policy held or maintained by the Company and its Subsidiaries (other than any insurance policy held in connection with a Company Benefit Plan) (each an “Insurance Policy” and collectively, the “Insurance Policies”) is in full force and effect and all premiums due thereon have been paid in full, (b) neither the Company nor any of its Subsidiaries has received a written notice of cancellation from the insurer(s) of any such Insurance Policy, (c) to the Knowledge of the Company, the Company and its Subsidiaries are in compliance with all conditions contained in the Insurance Policies, (d) there are no material claims pending under any of such Insurance Policies as to which coverage has been denied or disputed by the insurers of such policies or in respect of which such insurers have reserved their rights, other than those reservations of rights issued in the ordinary course of business and (e) to the Knowledge of the Company, all claims under which coverage under any such Insurance Policy is available have been appropriately tendered to the applicable insurers.

Section 4.23           Takeover Statutes. Assuming the accuracy of the representations and warranties in Section 5.13, (a) the Company Board has taken all necessary action such that the restrictions imposed on significant business transactions by Chapter 23B.19 of the WBCA are inapplicable to this Agreement and the Merger, and (b) no other “control share acquisition,” “fair price,” “moratorium,” “business combination” or other anti-takeover Law (collectively, “Takeover Laws”) is applicable to this Agreement, the Merger or any other transaction contemplated by this Agreement. The Shareholder Rights Agreement is inapplicable to the Merger.

Section 4.24           No Other Representations or Warranties.

(a)            Except for the representations and warranties expressly set forth in this Article IV, neither the Company nor any other Person on behalf of the Company makes, or has made (and the Company, on behalf of itself, each of the Company’s Subsidiaries and their respective Affiliates and Representatives, hereby disclaims), any express or implied representation or warranty with respect to the Company or any of the Company’s Subsidiaries or with respect to the accuracy or completeness of any information provided, or made available, to the Parent Parties or their Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement. None of the Company, any of the Company’s Subsidiaries or any other Person makes (and the Company, on behalf of itself, each of the Company’s Subsidiaries, and their respective Affiliates and Representatives, hereby disclaims) any express or implied representation or warranty (including as to completeness or accuracy) to the Parent Parties or their Representatives with respect to, and none of the Company, the Company’s Subsidiaries or any other Person shall be subject to, any liability to the Parent Parties or their Representatives or any other Person resulting from, the Company, the Company’s Subsidiaries or their respective Affiliates or Representatives providing or making available to the Parent Parties or their Representatives, or resulting from the omission of, any estimate, projection, prediction, forecast, data, financial information, memorandum, presentation or any other materials or information, including any materials or information made available to the Parent Parties or their Representatives in connection with presentations by the Company’s management or information made available on any electronic data room for “Project Norse” and maintained by the Company for purposes of the Merger and the other transactions contemplated by this Agreement, including the electronic data room hosted by Datasite under the title Norse (collectively, the “VDR”).

(b)            Except for the representations and warranties contained in Article V, the Company acknowledges and agrees that (i) none of Parent or Acquisition Sub or any other Person on behalf of Parent or Acquisition Sub makes, or has made, any express or implied representation or warranty with respect to Parent or Acquisition Sub, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and the Company is not relying on any representation, warranty or other information of any Person except for those expressly set forth herein or in the other Transaction Documents, and (ii) no Person has been authorized by Parent or Acquisition Sub on behalf of Parent or Acquisition Sub to make any representation or warranty relating to Parent or Acquisition Sub or their respective business or otherwise in connection with this Agreement and the Merger, and, if made, such representation or warranty shall not be relied upon by the Company as having been authorized by either such entity.

Article V

REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB

Except as disclosed in the Parent Disclosure Letter (subject to Section 9.3(b)), Parent and Acquisition Sub hereby jointly and severally represent and warrant to the Company as follows:

Section 5.1             Organization and Qualification. Each of Parent and Acquisition Sub is a corporation, partnership or other entity duly organized, validly existing and (to the extent applicable) in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite corporate or other legal entity power and authority to conduct its business as it is now being conducted, except where the failure to be so organized or existing or to be in good standing or to have such power and authority as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Each of Parent and Acquisition Sub is duly qualified or licensed to do business and (to the extent applicable) is in good standing in each jurisdiction in which the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and (to the extent applicable) in good standing as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Parent has made available to the Company true, correct and complete copies of the certificate of incorporation and bylaws of Parent and Acquisition Sub, as in effect on the date of this Agreement, and neither Parent nor Acquisition Sub is in violation of any provision of such documents applicable to it.

Section 5.2             Authority Relative to Agreement.

(a)            Each of Parent and Acquisition Sub has all necessary entity power and authority to execute and deliver this Agreement and perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Merger. The execution, delivery and performance of this Agreement by Parent and Acquisition Sub, and the consummation by Parent and Acquisition Sub of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary entity action by Parent and Acquisition Sub, and no other legal entity action on the part of Parent and Acquisition Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Acquisition Sub and the consummation by Parent and Acquisition Sub of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and Acquisition Sub and, assuming due authorization, execution and delivery of this Agreement by the other party hereto, constitutes a legal, valid and binding obligation of Parent and Acquisition Sub, enforceable against Parent and Acquisition Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.

(b)            The board or directors of Parent has unanimously approved and declared advisable the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms and subject to the conditions set forth herein, in each case, by resolutions duly adopted, which resolutions have not been subsequently rescinded, withdrawn or modified in a manner adverse to the Company. No vote of, or consent by, the holders of any class or series of capital stock of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger, or otherwise required by the certificate of incorporation or bylaws of Parent, applicable Law (including any shareholder approval provisions under the rules of any applicable securities exchange) or any Governmental Authority.

(c)            The board of directors of Acquisition Sub has unanimously (i) determined and declared that this Agreement and the consummation by Acquisition Sub of the transactions contemplated by this Agreement, including the Merger, are in the best interests of Acquisition Sub and its sole shareholder, (ii) approved and declared advisable the execution, delivery and performance of this Agreement and the consummation by Acquisition Sub of the transactions contemplated by this Agreement, including the Merger, upon the terms and subject to the conditions set forth in this Agreement, (iii) directed that this Agreement be submitted to the shareholder of Acquisition Sub to be approved and (iv) upon the terms and subject to the conditions of this Agreement, resolved to recommend approval of this Agreement by the shareholder of Acquisition Sub in accordance with Section 23B.11A.040 of the WBCA.

Section 5.3              No Conflict; Required Filings and Consents.

(a)            Neither the execution and delivery of this Agreement by Parent and Acquisition Sub nor the consummation by Parent and Acquisition Sub of the transactions contemplated hereby will (i) violate any provision of Parent’s, Acquisition Sub’s or any of their respective Subsidiaries’ certificate of incorporation or bylaws (or equivalent organizational documents), (ii) assuming that the Consents, registrations, declarations, filings and notices referred to in Section 5.3(b) have been obtained or made, as applicable, any applicable waiting periods referred to therein have expired and any condition precedent to any such Consent has been satisfied, conflict with or violate any Law applicable to Parent or any of its Subsidiaries (including Acquisition Sub) or by which any property or asset of Parent or any of its Subsidiaries (including Acquisition Sub) is bound or affected or (iii) result in any breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, acceleration or cancellation of, any Contract to which Parent or any of its Subsidiaries (including Acquisition Sub) is a party, or by which any of their respective properties or assets is bound, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults or rights of termination, acceleration or cancellation as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

(b)            No Consent of, or registration, declaration or filing with, or notice to, any Governmental Authority is required to be obtained or made by or with respect to Parent or any of its Subsidiaries (including Acquisition Sub) in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than (i) compliance with the applicable requirements of the Securities Act and the Exchange Act, including the filing with the SEC of the Proxy Statement in preliminary and definitive forms, the filing of the Schedule 13E-3, and the applicable requirements of and filings with the SEC under the Exchange Act, (ii) the filing of the Articles of Merger with the Secretary, (iii) applicable requirements under any applicable international, federal or state securities Laws or “Blue Sky Laws,” (iv) such filings as may be required in connection with any Transfer Taxes, (v) filings as may be required under the rules and regulations of the NYSE, (vi) compliance with and filings or notifications under the HSR Act or other Antitrust Laws, including the filing of a premerger notification and report form under the HSR Act and the receipt, termination or expiration, as applicable, of waivers, Consents, waiting periods or agreements required under the HSR Act or any other applicable Antitrust Laws, and (vii) such other Consents, registrations, declarations, filings or notices the failure of which to be obtained or made that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Section 5.4              Litigation. As of the date hereof, there is no Action pending or, to the Knowledge of Parent, threatened against Parent or any of its Subsidiaries that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, nor is there any Order of any Governmental Authority outstanding against, or, to the Knowledge of Parent, investigation by any Governmental Authority involving, Parent or any of its Subsidiaries that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. As of the date hereof, there is no Action pending or, to the Knowledge of Parent, threatened seeking to prevent, enjoin, hinder, modify, delay or challenge the Merger or any of the other transactions contemplated by this Agreement.

Section 5.5              Absence of Certain Agreements. Except for the Rollover and Support Agreements, the Financing Commitments, and agreements, arrangements and understandings solely among the Parent Parties, no Parent Party has entered into any agreement, arrangement or understanding (in each case, whether oral or written), or authorized, committed or agreed to enter into any agreement, arrangement or understanding (in each case, whether oral or written) with any shareholders, officers, directors, employees or Affiliates of the Company or its Subsidiaries (a) relating to (i) this Agreement or the Merger or (ii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the Effective Time; (b) pursuant to which any shareholder of the Company (i) would be entitled to receive consideration of a different amount or nature than the Merger Consideration, (ii) agrees to vote to approve this Agreement or the Merger or (iii) agrees to vote against any Superior Proposal; or (c) pursuant to which any Third Party has agreed to provide, directly or indirectly, equity capital to Parent, Acquisition Sub, other Parent Parties or the Company to finance in whole or in part the Merger.

Section 5.6              Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent Parties expressly for inclusion or incorporation by reference in the Proxy Statement, Schedule 13E-3 or Other Required Filing will, at the date the Proxy Statement and Schedule 13E-3 are first mailed to the shareholders of the Company (with respect to the Proxy Statement and Schedule 13E-3), the time that any Other Required Filing is filed with the SEC (with respect to any such Other Required Filing), and at the time of the Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Parent or Acquisition Sub with regard to statements made therein based on information supplied by or on behalf of the Company (or any of its Affiliates) for inclusion therein.

Section 5.7              Financing; Sufficient Funds.

(a)            Parent has delivered to the Company (i) a true, correct and complete copy of an executed debt commitment letter, dated as of the date hereof, from the Debt Financing Sources party thereto to Parent, together with true, correct and complete copies of any related executed fee letters (provided that, solely with respect to any such fee letters, the economic, financial or “flex” terms (none of which affects availability, timing, conditionality, enforceability, termination or aggregate principal amount of such financing) may be redacted in a customary manner from such true, correct and complete copies) (collectively, including all exhibits, schedules, amendments, supplements, modifications and annexes thereto, the “Debt Commitment Letter” and together with the Equity Commitment Letter and the Rollover and Support Agreements, the “Financing Commitments”), pursuant to which, and subject to the terms and conditions thereof, the Debt Financing Sources party thereto have committed to lend to Parent the aggregate amount of debt financing set forth therein on the terms and conditions set forth therein (together with any alternative debt financing arranged pursuant to Section 6.11(d), the “Debt Financing” and together with the Equity Financing, the “Financing”) and (ii) a true, correct and complete copy of the executed Equity Commitment Letter. The Equity Commitment Letter expressly provides and will continue to expressly provide that the Company is a third-party beneficiary thereof.

(b)            As of the date hereof, the Financing Commitments are in full force and effect and have not been restated, modified, amended or supplemented in any respect or waived and no such restatement, modification, amendment, supplement or waiver is contemplated, and the respective obligations and commitments contained in the Financing Commitments have not been withdrawn, reduced, rescinded, amended, restated, otherwise modified or repudiated in any respect or terminated and no such withdrawal, reduction, rescission, amendment, restatement, other modification, repudiation or termination is contemplated. The Equity Commitment Letter and the Rollover and Support Agreements, in the forms so delivered, constitute legal, valid and binding obligations of each of the Parent Parties that are party thereto and are enforceable in accordance with their respective terms against each of the Parent Parties that are party thereto, subject to the Bankruptcy and Equity Exception. The Debt Commitment Letter, in the form so delivered, constitutes legal, valid and binding obligations of Parent and Acquisition Sub, as applicable, and (to the Knowledge of Parent and Acquisition Sub) the Debt Financing Sources party thereto and is enforceable in accordance with its terms against Parent and Acquisition Sub and (to the Knowledge of Parent and Acquisition Sub) against each of the Debt Financing Sources party thereto, subject to the Bankruptcy and Equity Exception. There are no engagement letters, side letters or other agreements, arrangements or understandings (in each case, whether oral or written) to which any Parent Party is a party relating to the Financing or the Rollover that could reasonably be expected to affect the conditionality, amount, availability, enforceability or termination of the Financing or the consummation of the Financing or the Rollover. As of the date hereof, neither Parent nor Acquisition Sub, nor (with respect to the Debt Financing, to the Knowledge of Parent and Acquisition Sub) any other party to any of the Financing Commitments, is in default in the performance, observation or fulfillment of any obligation, covenant or condition contained in any Financing Commitment, and no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to (A) constitute or result in a default under or breach on the part of Parent or Acquisition Sub, or (with respect to the Debt Financing, to the Knowledge of Parent and Acquisition Sub) on the part of any other party, under the Financing Commitments, or (B) constitute or result in a failure by Parent or Acquisition Sub or (with respect to the Debt Financing, to the Knowledge of Parent and Acquisition Sub) any other party to the Financing Commitments to satisfy, or any delay in satisfaction of, any condition or other contingency to the full funding of the Financing or the consummation of the Rollover, as applicable, under the Financing Commitments. Assuming satisfaction or waiver of the conditions set forth in Section 7.1 and Section 7.2, and the compliance in all material respects by the Company with its obligations under Section 6.12, neither Parent nor Acquisition Sub has reason to believe (both before and after giving effect to any flex provisions contained in the Debt Commitment Letter) that it or the other parties thereto will be unable to satisfy on a timely basis, and in any event, not later than the Closing, any term or condition of the Financing Commitments required to be satisfied by it or such other parties or that the full amounts committed pursuant to the Financing Commitments will not be established or made available, as applicable, on the Closing Date or the total number of Rollover Shares will not be contributed on the Closing Date if the terms or conditions to be satisfied by it contained in the applicable Financing Commitments are satisfied. Parent and Acquisition Sub have fully paid any and all commitment fees or other fees or deposits required by the Financing Commitments or the Financing, in each case, to be paid on or before the date of this Agreement, and will pay in full any such amounts due on or before the Closing. The aggregate proceeds from the Financing (after netting out applicable fees, expenses, original issue discount and similar premiums and charges and after giving effect to the maximum amount of “flex” (including any original issue discount flex)) when funded in accordance with the Financing Commitments, together with Company Cash on Hand not exceeding the Company Cash Amount, are sufficient and available to fund all of the amounts required to be provided by Parent or Acquisition Sub for the consummation of the transactions contemplated hereby, fund the payment of the Aggregate Merger Consideration, the Special Dividend Payment, the Debt Payoff Amount and all amounts payable pursuant to Section 3.3, and fund the payment of all associated costs and Expenses of the Merger (including any fees (including original issue discount), premiums and expenses related to the transactions contemplated hereby, including the Financing) (collectively, the “Funding Obligations” and such sufficient proceeds, the “Funds”). There are no conditions precedent or other contingencies related to the funding or investing, as applicable, of the full net proceeds (or any portion) of the Financing or the consummation of the Rollover at or prior to the Closing, other than as expressly set forth in the Financing Commitments as in effect on the date hereof. Notwithstanding anything contained in this Agreement to the contrary, but subject to the limitations on the Company’s ability to seek an injunction, specific performance or other equitable remedies to enforce Parent’s and Acquisition Sub’s obligations to consummate the Merger and to enforce Liverpool’s obligation to provide the Equity Financing set forth in Section 9.12(a), Parent and Acquisition Sub acknowledge and agree that their respective obligations hereunder are not conditioned in any manner whatsoever upon obtaining the Funds to satisfy the Funding Obligations, including the availability of any amount of Company Cash on Hand, or consummating the Financing or the Rollover.

(c)            Neither Parent nor any of its Subsidiaries (including Acquisition Sub) has any indebtedness for borrowed money outstanding as of the date hereof.

(d)            Prior to the execution and delivery of this Agreement, Parent has made available to the Company true, correct and complete copies of all written communications and materials provided to any of the Rating Agencies by the Parent Parties or their Representatives relating to the Company, its Subsidiaries, or the transactions contemplated by this Agreement prior to the date hereof. All material oral communications made by the Parent Parties or their Representatives to any of the Rating Agencies relating to the Company, its Subsidiaries, or the transactions contemplated by this Agreement prior to the date hereof are consistent with the written communications and materials described in the first sentence of this Section 5.7(d) and any written materials from the Rating Agencies relating to the transactions contemplated by this Agreement made available to the Company prior to the date hereof.

Section 5.8              Guaranties. Concurrently with the execution of this Agreement, Parent and Acquisition Sub have delivered to the Company the duly executed Guaranties of the Guarantors, dated as of the date hereof. Each of the Guaranties has been duly and validly executed and delivered by the applicable Guarantor and is in full force and effect and is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms (subject to the Bankruptcy and Equity Exception), and no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be likely to constitute or result in a default under or breach on the part of any Guarantor of the applicable Guaranty.

Section 5.9              Capitalization. All of the issued and outstanding share capital of Acquisition Sub is, and at the Effective Time will be, owned by Parent. Acquisition Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, and it has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and other transactions contemplated by this Agreement. All of the issued and outstanding share capital of Parent is, and except as a result of the transactions contemplated by the Equity Commitment Letter and the Rollover and Support Agreements, through the Effective Time will be owned by the Persons set forth on Section 5.9 of the Parent Disclosure Letter.

Section 5.10            Investment Intention. Parent is acquiring through the Merger the shares of capital stock of the Surviving Corporation for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act) thereof. Parent understands that the shares of capital stock of the Surviving Corporation will not be registered under the Securities Act or any Blue Sky Laws and cannot be sold unless subsequently registered under the Securities Act, any applicable Blue Sky Laws or pursuant to an exemption from any such registration.

Section 5.11            Brokers. Except for Moelis & Company LLC and J.P. Morgan Securities LLC, no broker, finder, investment banker, consultant or intermediary is entitled to any investment banking, brokerage, finder’s or similar fee or commission in connection with the Merger or any of the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of any of the Parent Parties.

Section 5.12            Solvency. None of Parent, Acquisition Sub or the other Parent Parties is entering into the transactions contemplated by this Agreement with the actual intent to hinder, delay or defraud either present or future creditors of Parent, Acquisition Sub, the other Parent Parties or any of their respective Subsidiaries (which, for purposes of this Section 5.12, shall include the Company and its Subsidiaries). Each of Parent and Acquisition Sub is Solvent as of the date hereof, and assuming that (a) the conditions to the obligations of Parent to consummate the Merger set forth in Article VII have been satisfied or waived, (b) the accuracy in all material respects as of the date hereof and as of the Closing of the representations and warranties of the Company set forth in Article IV hereof, and (c) any repayment or refinancing of indebtedness pursuant to Section 6.19, each of Parent and the Surviving Corporation will, after giving effect to all of the transactions contemplated by this Agreement, including the Financing, and the Funding Obligations, be Solvent at and immediately after the Effective Time. As used in this Section 5.12, the term “Solvent” means, with respect to a particular date, that on such date, (a) Parent and Acquisition Sub, and, after the Merger, Parent and the Surviving Corporation and its Subsidiaries, are able to pay their respective indebtedness and other liabilities, contingent or otherwise, as the indebtedness and other liabilities become due in the ordinary course of business, (b) the present fair saleable value of Parent’s and Acquisition Sub’s total assets exceed the value of their total liabilities, including a reasonable estimate of the amount of all contingent and other liabilities of each of Parent and Acquisition Sub and, after the Merger, each of Parent and the Surviving Corporation and its Subsidiaries and (c) each of Parent and Acquisition Sub and, after the Merger, Parent and the Surviving Corporation and its Subsidiaries has sufficient capital and liquidity with which to conduct its business. For purposes of this Section 5.12, (i) the amount of any “contingent and other liabilities” at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability, (ii) “present fair and saleable value” means the aggregate amount of net consideration (giving effect to reasonable and customary costs of sale or taxes, where the probable amount of any such taxes is reasonably identifiable) that could be expected to be realized from an interested purchaser by a seller, in an arm’s length transaction under present conditions in a current market for the sale of assets of a comparable business enterprise, where both parties are aware of all relevant facts and neither party is under any compulsion to act, where such seller is interested in disposing of the entire operation as a going concern, presuming the business will be continued, in its present form and character, and with reasonable promptness, (iii) “indebtedness” means any liability on a claim and (iv) “claim” means (A) any right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and (B) any right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Section 5.13           Share Ownership. Except for any Person who became an “acquiring person” (as defined in Section 23B.19.020 of the WBCA) prior to the date that is five (5) years before the date hereof, no Parent Party (or any “affiliate” or “associate” thereof, as such terms are defined in Section 23B.19.020 of the WBCA), nor any partnership, syndicate, or other group acting for the purpose of acquiring, holding, or dispersing of any shares of Company Common Stock or other securities convertible into, exchangeable for or exercisable for shares of Company Common Stock or any securities of any Subsidiary of the Company that included one or more Parent Parties became an “acquiring person” before the approval by a majority of the members of the Company Board of such Person’s “share acquisition time” (as defined in Section 23B.19.020 of the WBCA). Except as set forth on Section 5.13 of the Parent Disclosure Letter, none of the Parent Parties beneficially owns (within the meaning of Section 13 of the Exchange Act and the rules and regulations promulgated thereunder), as of the date of this Agreement, any shares of Company Common Stock or other securities convertible into, exchangeable for or exercisable for shares of Company Common Stock or any securities of any Subsidiary of the Company, or is a party as of the date of this Agreement, or will at any time prior to the Closing Date become a party to any agreement, arrangement or understanding (other than this Agreement) for the purpose of acquiring, holding, voting or disposing of any shares of Company Common Stock or other securities convertible into, exchangeable for or exercisable for shares of Company Common Stock or any securities of any Subsidiary of the Company.

Section 5.14           Acknowledgment of Disclaimer of Other Representations and Warranties.

(a)            Each of Parent and Acquisition Sub acknowledges that the Parent Parties (i) have received full and complete access to (A) such books and records, facilities, properties, premises, equipment, Contracts and other properties and assets of the Company and its Subsidiaries which they and their Representatives and such Affiliates have desired or requested to see or review and (B) the VDR, (ii) have had full opportunity to meet with the officers and employees of the Company and its Subsidiaries and to discuss the business and assets of the Company and its Subsidiaries and (iii) have had an adequate opportunity to make such legal, factual and other inquiries and investigation as they deem necessary, desirable or appropriate with respect to the Company and each of its Subsidiaries.

(b)            Except for the representations and warranties expressly set forth in this Article V and the other Transaction Documents, neither Parent nor Acquisition Sub nor any other Person on behalf of Parent or Acquisition Sub makes (and Parent, on behalf of itself, the other Parent Parties, and their respective Representatives, hereby disclaims) any express or implied representation or warranty with respect to Parent, Acquisition Sub, its Subsidiaries or any of their respective businesses, operations, properties, assets, liabilities or otherwise in connection with this Agreement, the Merger or the other transactions contemplated hereby, including as to the accuracy or completeness of any information.

(c)            Except for the representations and warranties expressly set forth in Article IV, each of the Parent Parties acknowledges and agrees that (i) none of the Company, the Company’s Subsidiaries or any other Person on behalf of the Company or any of the Company’s Subsidiaries makes, or has made, any express or implied representation or warranty with respect to the Company or any of the Company’s Subsidiaries or with respect to the accuracy or completeness of any information provided, or made available, to the Parent Parties or their Representatives, including with respect to the Company and its Subsidiaries respective businesses, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement, and the Parent Parties and their Representatives are not relying on, and waive any claim based on reliance on, any representation, warranty or other information of the Company or any Person except for those expressly set forth in Article IV, and (ii) no Person has been authorized by the Company, the Company’s Subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to the Company, its Subsidiaries or their respective businesses or otherwise in connection with this Agreement, the Merger or the other transactions contemplated hereby, and if made, such representation or warranty shall not be relied upon by the Parent Parties as having been authorized by such entity. Without limiting the generality of the foregoing, the Parent Parties acknowledge and agree that none of the Company, any of the Company’s Subsidiaries or any other Person has made a representation or warranty (including as to accuracy or completeness) to the Parent Parties with respect to, and none of the Company, any of the Company’s Subsidiaries or any other Person shall be subject to any liability to the Parent Parties or any other Person resulting from, the Company or any of the Company’s Subsidiaries or their respective Representatives or Affiliates providing, or making available, to the Parent Parties or their respective Representatives, or resulting from the omission of, any estimate, projection, prediction, forecast, data, financial information, memorandum, presentation or any other materials or information, including any materials or information made available to the Parent Parties or their respective Representatives in connection with presentations by the Company’s management or in the VDR. Parent and Acquisition Sub acknowledge that there are uncertainties inherent in attempting to make estimates, projections, budgets, pipeline reports and other forecasts and plans, that they are familiar with such uncertainties and that each of Parent and Acquisition Sub is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, budgets, pipeline reports and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections, budgets, pipeline reports and other forecasts and plans. Each of the Parent Parties acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition (financial or otherwise), operations, assets and business of the Company and its Subsidiaries and, in making its determination to proceed with the Merger and the other transactions contemplated by this Agreement, each of the Parent Parties has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article IV and has not relied, directly or indirectly, on any materials or information made available to the Parent Parties or their Representatives by or on behalf of the Company.

Article VI

COVENANTS AND AGREEMENTS

Section 6.1             Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.1 (the “Pre-Closing Period”), except as (a) may be required by Law, any Governmental Authority or the rules or regulations of the NYSE, (b) the Company determines, in its reasonable discretion, may be necessary in accordance with any Pandemic Measures or otherwise in response to a Pandemic, (c) may be consented to in writing (email being sufficient) by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (d) may be required or contemplated pursuant to this Agreement or (e) set forth in Section 6.1 of the Company Disclosure Letter, (i) the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its operations in all material respects in the ordinary course of business, and to the extent consistent therewith, the Company shall use its commercially reasonable efforts to preserve intact its business in all material respects; and (ii) the Company shall not, and shall not permit any of its Subsidiaries to:

(A)           amend (1) the Company Charter or the Company Bylaws or (2) the equivalent organizational or governing documents of any of its Subsidiaries in any way that would reasonably be expected to be adverse to Parent;

(B)            adjust, split, combine, reclassify, redeem, repurchase or otherwise acquire or amend the terms of any capital stock or other equity interests of the Company (other than repurchases or retention of shares of the Company Common Stock in connection with the exercise, vesting or settlement of Company Options, RSU Awards and PSU Awards or as required by the Shareholder Rights Agreement) or any of the Company’s Subsidiaries;

(C)            issue, reissue, sell, pledge, dispose, encumber or grant any shares of capital stock or other equity interests in the Company or any of its Subsidiaries, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock or equity interests of the Company or any of its Subsidiaries, other than (1) transactions between or among the Company and its direct or indirect wholly-owned Subsidiaries that do not involve or require the issuance of any shares of capital stock in the Company or its Subsidiaries, (2) the crediting of Stock Units to participant accounts under the Deferred Compensation Plans in the ordinary course of business and consistent with past practice, (3) the issuance of shares of Company Common Stock upon the exercise of Company Options or under the Company Stock Purchase Plan, the vesting of RSU Awards or PSU Awards and the settlement of Stock Units, in each case outstanding as of the date hereof or otherwise permitted to be granted hereunder, (4) the issuance of securities by a Subsidiary of the Company to the Company or another direct or indirect wholly-owned Subsidiary of the Company, (5) encumbrances or pledges of shares of capital stock or other equity interests of the Company or any of its direct or indirect wholly-owned Subsidiaries to the extent constituting Permitted Liens or (6) as required by the Shareholder Rights Agreement;

(D)           other than (x) quarterly cash dividends made in the ordinary course of business in an amount not greater than $0.19 per share, (y) a “stub period” cash dividend (the “Stub Period Dividend”) contingent upon the occurrence of the Closing and payable to shareholders of record as of a date that is no later than one trading day prior to Effective Time equal to the product of (1) the number of days from the record date for payment of the last quarterly dividend paid by the Company prior to the Effective Time through and including immediately prior to the Effective Time and (2) a daily dividend rate determined by dividing the amount of the last quarterly dividend prior to the Effective Time by ninety-one (91) and (z) the Special Dividend (provided, that the Company is not required to declare such dividends, and if declared, the record date of any such cash dividends shall be prior to the Rollover), declare, set aside, make or pay any dividend or other distribution with respect to the capital stock of the Company, whether payable in cash, stock, property or a combination thereof;

(E)            except as required by applicable Law or under the terms of a Company Benefit Plan in effect on the date of this Agreement, (1) increase or commit to increase the compensation or benefits of any Person who is employed by or provides services to the Company or any of its Subsidiaries as, or in a more senior position to, Vice President (a “Senior Employee”); (2) enter into, establish, adopt, amend or terminate any Company Benefit Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Benefit Plan if it were in existence as of the date of this Agreement; (3) grant to any Senior Employee any (x) severance, termination or retention payments or benefits, (y) payments or benefits triggered by a change in control or by the consummation of the transactions contemplated by this Agreement or (z) bonuses, long-term cash awards, or equity, equity-based or incentive compensation; (4) take any action to accelerate the time of vesting or payment or lapsing of restrictions, or fund or in any way secure the payment of, compensation or benefits under any Company Benefit Plan, including any equity or equity-based awards; (5) hire, engage or terminate (other than for cause) any Person who is employed by or provides services to the Company or any of its Subsidiaries as, or in a more senior position to, Senior Vice President or as an individual service provider of the Company or any of its Subsidiaries in a substantially equivalent role to a Senior Vice President or more senior position; (6) grant any current or former director, officer, employee or other individual service provider of the Company or any of its Subsidiaries any right to reimbursement, indemnification or payment for any Taxes, including any Taxes incurred under Section 409A or 4999 of the Code; or (7) enter into any collective bargaining agreement or similar labor agreement or voluntarily recognize any labor union, works council, or other labor organization;

(F)            acquire (including by merger, consolidation or acquisition of stock or assets), except in respect of any merger, consolidation, business combination between or among the Company and its direct or indirect wholly-owned Subsidiaries or between or among the Company’s direct or indirect wholly-owned Subsidiaries, any material equity interest in or business of any Person, except with respect to acquisitions (1) in the ordinary course of business consistent with past practice, (2) pursuant to agreements in effect prior to the execution of this Agreement or (3) with a purchase price not exceeding $10,000,000 individually or $30,000,000 in the aggregate (excluding any earn-out or similar contingent, deferred or fixed payment obligations in connection with any such acquisition);

(G)            sell, lease, license, transfer, assign, abandon, sublease, mortgage, pledge or otherwise encumber or dispose of any assets or rights (including Intellectual Property Rights) of the Company or its Subsidiaries, except (1) assets and rights that are not material to the Company and its Subsidiaries, taken as a whole, (2) (x) sales, transfers or other disposals of Company products, services, inventory, or fixtures and (y) grants of non-exclusive licenses (including merchandising, promotional and brand licenses and Intellectual Property Rights), in each case in the ordinary course of business, (3) any mortgages, pledges or encumbrances as required under the loan documents governing the Existing Credit Agreement, (4) pursuant to Contracts to which the Company or any of its Subsidiaries is a party as of the date hereof, (5) sales or dispositions made in connection with any transaction between or among the Company and any of its direct or indirect wholly-owned Subsidiaries or between or among any of its direct or indirect wholly-owned Subsidiaries, (6) sales or disposals of any marketable securities, any similar securities, and any other investments in order to permit the net proceeds to be used to satisfy the Company Cash Amount; (7) for properties or assets not currently used in the business of the Company or any of its Subsidiaries; (8) statutory expirations of registered Intellectual Property Rights, (9) Permitted Liens or (10) the Notes Security Grant;

(H)            incur any indebtedness for borrowed money (including issue any debt securities, assume or guarantee any such indebtedness for any Person (other than a direct or indirect wholly-owned Subsidiary of the Company) for borrowed money), except for indebtedness or guarantees (1) that do not exceed $30,000,000 in an aggregate principal amount at any time outstanding, (2) up to $150,000,000 in an aggregate principal amount at any time outstanding during the Pre-Closing Period under the Existing Credit Agreement, (3) relating to capital leases and equipment financing entered into as part of the capital expenditures permitted under clause (O) of this Section 6.1 in the ordinary course of business, (4) for surety or performance bonds (and related guarantees) that do not exceed $10,000,000 individually or in the aggregate, (5) between or among the Company or any of its direct or indirect wholly-owned Subsidiaries or between or among any of its direct or wholly-owned indirect Subsidiaries, or (6) any Notes Guarantee;

(I)             make any loans, advances or capital contributions to or investments in any Person (other than (1) between or among the Company or any direct or indirect wholly-owned Subsidiary of the Company, (2) accounts receivable and extensions of credit in the ordinary course of business and (3) advances of travel and relocation expenses to directors, officers and employees in the ordinary course of business and consistent with past practice);

(J)             (1) amend, prepay or repay, modify or terminate or grant a waiver of any rights under any of the Company Material Contracts described in Section 4.16(a)(iii) (other than scheduled repayments in accordance with the terms of any such Company Material Contracts or any termination of undrawn commitments, repayment of revolving obligations under the Existing Credit Agreement, any Notes Guarantee or the Notes Security Grant), (2) amend or modify, terminate (other than any termination in accordance with the terms thereof that occurs automatically or any termination relating to a counterparty’s material breach) or grant a waiver of any rights under any Company Material Contract, in each case, in a manner that would be material and adverse to the Company and its Subsidiaries, taken as a whole, or (3) enter into a new Contract (other than renewals or extensions of a Company Material Contract on terms that are not materially less favorable to the Company and its Subsidiaries, taken as a whole, than the existing Company Material Contract) that (x) would have been a Company Material Contract of the types described in clauses (iv), (x), (xi) and (xiii) of Section 4.16(a) if it had been in effect on the date hereof or (y) that contains a change in control provision in favor of the other party or parties thereto that would prohibit, or give such party or parties a right to terminate such agreement as a result of, the Merger or would require a payment to or give rise to any rights to such other party or parties as a result of the transactions contemplated hereby, which Contract, payment or rights would be material to the Company and its Subsidiaries, taken as a whole;

(K)            make any material change to its non-Tax related methods of accounting in effect as of February 4, 2024, except (1) as required by GAAP (or any interpretation thereof), Regulation S-X of the Exchange Act or a Governmental Authority of competent jurisdiction, (2) as required or recommended by the Company’s auditors in connection with an audit or review of the Company’s financial statements, (3) to permit the audit of the Company’s financial statements in compliance with GAAP, (4) as required by a change in applicable Law or (5) as disclosed in the Company SEC Documents;

(L)            except as required by applicable Law, (1) amend any previously filed federal income Tax Return or other material Tax Return of the Company or any of its Subsidiaries; (2) other than with respect to any transaction conducted at arms’ length with a third party, incur any material liabilities for Taxes other than in the ordinary course of business, (3) make, revoke or change any material Tax election of the Company or its Subsidiaries; (4) adopt or change any material accounting method with respect to Taxes or change an annual accounting period; (5) settle, consent to or compromise any material Tax claim or assessment relating to the Company or any of its Subsidiaries; (6) enter into any closing agreement or advance pricing agreement (or similar agreement) in respect of a material Tax; (7) surrender any right to claim a refund for material Taxes; or (8) consent to any extension or waiver of any limitation period with respect to any material Tax claim or assessment relating to the Company or any of its Subsidiaries (other than any automatic extension of time in which to file a Tax Return);

(M)          dissolve, wind-up or liquidate (or adopt or enter into a plan of complete or partial liquidation or dissolution), merge, consolidate, restructure, recapitalize or reorganize the Company, other than the Merger;

(N)            settle or compromise any Action that would be material to the Company and its Subsidiaries, taken as a whole, other than (1) in the ordinary course of business, (2) settlements or compromises of Actions where the amount paid (less the amount reserved for such matters by the Company or otherwise covered by insurance) in settlement or compromise, in each case, does not exceed, on an individual basis, the amount set forth in clause (N) of Section 6.1 of the Company Disclosure Letter or (3) any Action with respect to which an insurer or other Third Party (but neither the Company nor any of its Subsidiaries) has the right to control the decision to compromise or settle such Action, or the Company is contractually obligated not to unreasonably delay, condition or withhold its consent to such Third Party’s decision to compromise or settle such Action; provided that (x) in connection with any of the foregoing clauses (1), (2) and (3), neither the Company nor any of its Subsidiaries shall agree or permit to be agreed to any restrictions with respect to their assets or the conduct of their respective businesses that are material to the Company and its Subsidiaries, taken as a whole, and (y) the compromise or settlement of an Action that is subject to Section 6.17 shall be governed by the terms of that section;

(O)            (x) incur or commit to incur any capital expenditure(s) for the fiscal years ended February 1, 2025 and January 31, 2026 in excess of $10,000,000 other than those consistent with the capital expenditure budgets set forth in clause (O) of Section 6.1 of the Company Disclosure Letter or those that do not exceed 105% of the budgeted amounts set forth therein or (y) commit to incur capital expenditures in the fiscal year ending February 6, 2027 or future fiscal years, other than such commitments made in the ordinary course of business and approved in a manner consistent with the Company’s capital expenditure policy in effect as of the date hereof;

(P)            cancel or fail to use commercially reasonable efforts to prevent the termination of any Insurance Policy or any lapse of the coverage thereunder, unless simultaneously with such cancellation, termination or lapse replacement coverage equal to or greater than the existing coverage is in full force and effect with no gap in coverage;

(Q)            engage in any plant closing, mass layoff or other action which would trigger the notice requirements pursuant to the WARN Act; or

(R)            authorize or enter into any Contract to do any of the foregoing.

Section 6.2              Preparation of the Proxy Statement and Schedule 13E-3; Shareholders’ Meeting.

(a)            As promptly as reasonably practicable following the date of this Agreement, (i) the Company shall prepare and file with the SEC a preliminary Proxy Statement and (ii) the Company and Parent shall jointly prepare and file with the SEC a Rule 13E-3 transaction statement on Schedule 13E-3, with each to be filed concurrently. Each of Parent and the Company shall furnish to the other party all information concerning, in the case of Parent, the Parent Parties, and in the case of the Company, the Company and its Affiliates, that is required or reasonable to be included in the Proxy Statement and Schedule 13E-3 and shall promptly provide such other assistance in connection with the preparation, filing and distribution of the Proxy Statement and Schedule 13E-3 as may be reasonably requested by the other party from time to time. The parties shall use their respective reasonable best efforts to have the Proxy Statement and Schedule 13E-3 cleared by the SEC as promptly as reasonably practicable after such filing. Each party shall promptly notify the other party upon the receipt of any comments from the SEC or the staff of the SEC regarding the Proxy Statement, Schedule 13E-3 or any Other Required Filing or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, Schedule 13E-3 or any Other Required Filing. Each party shall promptly provide the other party with copies of all correspondence between such party and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement, the Schedule 13E-3, any Other Required Filing or the transactions contemplated by this Agreement. Each party shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement or the Schedule 13E-3. Prior to filing or mailing of the Proxy Statement and Schedule 13E-3 or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company and Parent, as applicable, shall provide the other party with a reasonable opportunity to review and to propose comments on such document or response, in each case except to the extent prohibited by Law or to the extent relating to a Competing Proposal, which comments such party shall consider and include or incorporate in such documents or responses unless such party objects thereto in good faith. The Company shall cause the Proxy Statement and Schedule 13E-3 to be disseminated to the Company’s shareholders in definitive form as promptly as reasonably practicable following clearance thereof with the SEC.

(b)            If the Company or any of the Parent Parties is required to file any document with the SEC other than the Proxy Statement and Schedule 13E-3 in connection with the Merger or the Shareholders’ Meeting pursuant to applicable Law (an “Other Required Filing”), then such Person shall (or, if such Person is a Parent Party other than Parent or Acquisition Sub, Parent shall cause such Person to) promptly prepare and file such Other Required Filing with the SEC. Prior to filing an Other Required Filing or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, to the extent reasonably practicable, the filing Person shall (or, if such filing Person is a Parent Party other than Parent or Acquisition Sub, Parent shall cause such Person to) provide the Company (with respect to a filing by any Parent Party) or Parent (with respect to a filing by the Company) with a reasonable opportunity to review and to propose comments on such document or response, in each case except to the extent prohibited by Law or to the extent relating to a Competing Proposal, which comments such Person shall (or, if such Person is a Parent Party other than Parent or Acquisition Sub, which comments Parent shall cause such Person to) consider and include or incorporate in such documents or responses unless such party objects thereto in good faith.

(c)            If, at any time prior to the Shareholders’ Meeting, any information relating to the Company, the Parent Parties, or any of their respective Affiliates, officers or directors, or any transaction any of them have entered, or are contemplating entering, into in connection with this Agreement, is discovered by the Company, Parent or Acquisition Sub that should be set forth in an amendment or supplement to the Proxy Statement or Schedule 13E-3 so that the Proxy Statement or Schedule 13E-3 (or any amendment or supplement thereto) would not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties thereof. Following such notification, the Company or Parent, as applicable, shall prepare an appropriate amendment or supplement of the Proxy Statement or Schedule 13E-3 containing such information, and such party shall, as promptly as reasonably practicable, file such amendment or supplement with the SEC and, to the extent the Company determines it is required by applicable Law, promptly disseminate any such amendment or supplement to the Proxy Statement to the Company’s shareholders.

(d)            The Company shall, as promptly as practicable following the date on which the SEC confirms that it has no comments or no further comments on the Proxy Statement and Schedule 13E-3, give notice of and duly call, convene and hold a meeting of its shareholders for the purpose of obtaining the Requisite Shareholder Approvals (including any postponement, recess or adjournment thereof, the “Shareholders’ Meeting”). Notwithstanding anything in this Agreement to the contrary, the Company may, in its reasonable discretion after consultation with Parent, postpone, recess or adjourn the Shareholders’ Meeting and may change the record date thereof, (i) in the event of an absence of a quorum necessary to conduct the business of the Shareholders’ Meeting, (ii) to the extent as may be necessary or advisable, in the judgment of the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee, to allow reasonable additional time for any supplemental or amended disclosure which the Company has determined in good faith is necessary under applicable Law to be disseminated and reviewed by the Company’s shareholders prior to the Shareholders’ Meeting, or (iii) to allow additional solicitation of votes in order to obtain the Requisite Shareholder Approvals; provided that without the written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned), in no event shall the Shareholders’ Meeting be postponed, recessed or adjourned (x) more than two times (except as may be required by Law) or (y) to a date that is less than five (5) Business Days before the Outside Date. Unless the Company Board or the Special Committee has effected an Adverse Recommendation Change pursuant to Section 6.5(e) or Section 6.5(f), the Company shall, through the Company Board, provide the Company Recommendation and include the Company Recommendation in the Proxy Statement. Unless there has been an Adverse Recommendation Change pursuant to Section 6.5(e) or Section 6.5(f) or this Agreement has been terminated in accordance with its terms, the Company shall use its reasonable best efforts to: (A) solicit proxies in favor of the Requisite Shareholder Approvals, (B) at Parent’s request, retain a proxy solicitor on customary terms in connection with the solicitation of the Requisite Shareholder Approval, (C) conduct a “broker search” in a manner to enable the record date for the Shareholders’ Meeting to be set so that the Shareholders’ Meeting can be held promptly following the effectiveness of the Proxy Statement and (D) keep Parent reasonably informed with respect to proxy solicitation as reasonably requested by Parent and provide such information as Parent may reasonably request in connection therewith, including with respect to providing a list of all shareholders of the Company entitled to vote at the Shareholders’ Meeting and a tally of all proxies that have been granted and not withdrawn by shareholders of the Company (but not more frequently than on a weekly basis prior to the five days before the Shareholders’ Meeting and daily in the five days before the Shareholders’ Meeting). Parent and Acquisition Sub shall vote all shares of Company Common Stock (if any) held by them in favor of the approval of this Agreement. The Parent Parties and their Representatives shall have the right to solicit proxies in favor of the Requisite Shareholder Approvals, and shall keep the Company reasonably informed with respect to their solicitation as reasonably requested by the Company and provide such information as the Company may reasonably request in connection therewith. Furthermore, in the event that subsequent to the date hereof, the Company Board or the Special Committee effects an Adverse Recommendation Change pursuant to Section 6.5(e) or Section 6.5(f), unless this Agreement is terminated in accordance with its terms, the Company shall nevertheless, pursuant to the authority granted by Section 23B.08.245 of the WBCA, submit this Agreement to the Company’s shareholders for approval at the Shareholders’ Meeting.

Section 6.3             Appropriate Action; Consents; Filings.

(a)            In accordance with the terms and subject to the conditions of this Agreement (including Section 6.5), the Company shall, and shall cause its Affiliates to, and Parent and Acquisition Sub shall, and shall cause the other Parent Parties to, use their respective reasonable best efforts to consummate and make effective the transactions contemplated hereby and to cause the conditions to the Merger set forth in Article VII to be satisfied as expeditiously as practicable (and in any event at least five (5) Business Days prior to the Outside Date), including using reasonable best efforts to accomplish the following: (i) the obtaining of all necessary actions or non-actions and Consents from Governmental Authorities necessary in connection with the consummation of the transactions contemplated by this Agreement, including the Merger, and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid any Action by, any Governmental Authority necessary in connection with the consummation of the transactions contemplated by this Agreement, including the Merger, (ii) the obtaining of all Consents or waivers from Third Parties set forth in Section 6.3(a) of the Company Disclosure Letter (provided that neither the Company, its Subsidiaries, the Parent Parties or any of their Representatives shall be obligated to make any payment or commercial concession to any Third Party, or incur any liability, as a condition to (or in connection with) obtaining any such consent or waiver, unless such payment, concession or liability is agreed to by the Company and Parent and is conditioned and effective only upon the Closing), (iii) the contesting and defending of any Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including the Merger, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed and (iv) the execution and delivery of any additional instruments necessary or advisable to consummate the transactions contemplated hereby. The Company shall, and shall cause its Affiliates to, and Parent and Acquisition Sub shall, and shall cause the other Parent Parties to, promptly (and, in the case of filings required under the HSR Act, in no event later than fifteen (15) Business Days following the date hereof, unless such filing under the HSR Act is made after the effective date of the October 7, 2024 final rule amending the Premerger Notification Rules promulgated by the Federal Trade Commission, then such filing under the HSR Act shall be made as promptly as reasonably practicable) (A) comply as promptly as reasonably practicable and advisable with any request under the HSR Act for additional information (including responding to any “second request”), documents or other materials received by such party from the U.S. Federal Trade Commission, the Antitrust Division of the U.S. Department of Justice or any other Governmental Authority under any Antitrust Laws in respect of any such filings with respect to the transactions contemplated hereby, including the Merger, and (B) act in good faith and reasonably cooperate with the other parties hereto in connection with any such filings (including, if requested by the other parties hereto, to accept all reasonable additions, deletions or changes suggested by the other parties hereto in connection therewith) and in connection with resolving any investigation or other inquiry of such agency or other Governmental Authority under any Antitrust Laws. In taking the foregoing actions, each of the Company, Parent and Acquisition Sub shall act as promptly as reasonably practicable. Notwithstanding anything in this Agreement to the contrary, obtaining any Consents or waivers from any Third Party pursuant to Section 6.3(a)(ii) above or otherwise shall not be a condition to the obligations of any party to consummate the Merger.

(b)            Without limiting anything in this Section 6.3 and notwithstanding any limitations in Section 6.3(a) or elsewhere in this Agreement, (i) Parent and Acquisition Sub agree to take, and shall cause the other Parent Parties to take, as expeditiously as possible any and all steps necessary or reasonably advisable or as may be required by any Governmental Authority to avoid or eliminate each and every impediment and obtain all Consents (including under any Antitrust Laws) that may be required by any Governmental Authority so as to enable the parties to consummate the transactions contemplated by this Agreement, including the Merger, as expeditiously as possible (and in any event at least five (5) Business Days prior to the Outside Date), including committing to and effecting, by consent decree, hold separate order, trust or otherwise: (A) selling, divesting, licensing or otherwise disposing of, or holding separate and agreeing to sell, divest, license or otherwise dispose of, any assets of the Company or its Subsidiaries, (B) terminating, amending or assigning existing relationships and contractual rights and obligations, (C) requiring the Company or any of its Subsidiaries to grant any right or commercial or other accommodation to, or enter into any material commercial contractual or other commercial relationship with, any Third Party and (D) imposing limitations on the Company or any of its Subsidiaries or any Parent Party or any of its Subsidiaries with respect to how they own, retain, conduct or operate all or any portion of their respective businesses or assets of the Company and its Subsidiaries; provided that any such action contemplated by clauses (A) through (D) above is conditioned upon the consummation of the transactions contemplated by this Agreement; and (ii) the Company may make, subject to the condition that the Closing actually occurs, any undertakings (including undertakings to accept operational restrictions or limitations or to make sales or other dispositions, provided that such restrictions, limitations, sales or other dispositions are conditioned upon the consummation of the transactions contemplated by this Agreement) as are required to obtain such Consents of such Governmental Authorities or to avoid the entry of, or to effect the dissolution of or vacate or lift, any Orders that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing, this Section 6.3(b) shall not require or obligate Liverpool or the Family Group (or any of their respective Affiliates, other than Parent and Acquisition Sub) to take any actions that would be material to their respective businesses or assets (other than to the extent relating to the Company and its Subsidiaries). Parent agrees to pay 100% of all filings fees under the HSR Act or other Antitrust Laws.

(c)            The Company will furnish to Parent and Parent will, and will cause the other Parent Parties to, furnish to the Company such necessary information and reasonable assistance as Parent or the Company, as applicable, may reasonably request in connection with the preparation of any required governmental filings or submissions and will reasonably cooperate in good faith in responding to any inquiry from a Governmental Authority, including (i) promptly informing the other parties hereto of such inquiry, (ii) consulting in advance before making any substantive presentations or submissions to a Governmental Authority, (iii) giving the other parties hereto the opportunity to attend and participate in any substantive meetings or discussions with any Governmental Authority, to the extent not prohibited by such Governmental Authority and (iv) to the extent permissible under applicable Law, supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Authority with respect to this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Parent shall, and shall cause the other Parent Parties to, consult with the Company and consider in good faith the views of the Company in connection with all material communications with any Governmental Authority and strategy regarding the Antitrust Laws. The Company and the Parent Parties, in their respective sole and absolute discretion, may designate any competitively sensitive material as “Outside Counsel Only Material” such that such materials and the information contained therein shall be given only to the outside counsel of the recipient and will not be disclosed to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials or its legal counsel. Parent shall, in consultation with the Company, determine the strategy to be pursued for obtaining all necessary actions or non-actions and Consents from Governmental Authorities, including any related litigation, pursuant to any Antitrust Law in connection with the transactions contemplated by this Agreement.

(d)            Neither Parent nor Acquisition Sub shall, and they shall cause the other Parent Parties not to, and the Company shall not, and shall not permit any of its Affiliates to, directly or indirectly through one or more of their respective Affiliates or otherwise, (i) acquire or agree to acquire by merging or consolidating with, or by purchasing a portion of the assets of or equity in, or by any other manner, any business of any Person or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or equity interests or (ii) take or agree to take any other action (including entering into or agreeing to enter into any material license, joint venture or other transaction), in each case that would reasonably be expected to (A) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, approval from, or avoiding an Action by, any Governmental Authority necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period, (B) materially increase the risk of any Governmental Authority entering an Order prohibiting the consummation of the transactions contemplated by this Agreement or (C) otherwise materially delay or prevent the consummation of the transactions contemplated by this Agreement.

(e)            Notwithstanding anything to the contrary in the foregoing, nothing in this Section 6.3 shall restrict or limit the ability of (1) the Company and its Representatives to take actions in accordance with Section 6.5 or Section 8.1, or (2) Parent and its Representatives to take actions in accordance with Section 8.1.

Section 6.4             Access to Information; Confidentiality.

(a)            Upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to Parent and its Representatives reasonable access, at Parent’s sole cost and expense, in a manner not disruptive in any material respect to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable advance written notice submitted in accordance with this Section 6.4, throughout the Pre-Closing Period, to the properties, books and records of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information (to the extent not publicly available) concerning the business, properties and personnel of the Company and its Subsidiaries (except for any information relating to the negotiation and execution of the Transaction Documents, any Competing Proposal, or any Adverse Recommendation Change) as may reasonably be requested by Parent in connection with the consummation of the transactions contemplated by this Agreement; provided that nothing herein shall require the Company or any of its Subsidiaries or their respective Representatives to disclose any information to Parent or Acquisition Sub to the extent such disclosure would, as determined in the reasonable judgment of the Company, (i) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) breach, contravene or violate applicable Law (including the HSR Act or any other Antitrust Law), any Pandemic Measures or the provisions of any Contract to which the Company or any of its Subsidiaries is a party (including any confidentiality obligations to which the Company or any of its Subsidiaries is subject), (iii) jeopardize any attorney-client or other legal privilege, (iv) disclose or provide access to any personnel records relating to individual performance or evaluations, medical histories or other information that in the Company’s good faith opinion (A) is sensitive or (B) the disclosures of which could subject the Company or its Subsidiaries or their respective Affiliates or Representatives to the risk of liability or would otherwise violate applicable Law, (v) jeopardize the health and safety of any employee of the Company or any of its Subsidiaries; provided, further, that nothing herein shall authorize Parent or its Representatives to undertake any environmental testing involving sampling of soil, groundwater, air or other environmental medium or similar invasive techniques at any of the properties owned, operated or leased by the Company or its Subsidiaries. In the event that the Company objects to any request submitted pursuant to and in accordance with this Section 6.4(a) and withholds information on the basis of the foregoing clauses (i) through (v), the Company shall inform Parent as to the general nature of what is being withheld and shall use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments (including, if reasonably requested by Parent, entering into a joint defense agreement with Parent on customary and mutually acceptable terms if requested with respect to any such information). During any visit to the business or property sites of the Company or any of its Subsidiaries, each of Parent and Acquisition Sub shall, and shall cause their respective Representatives accessing such business or property sites to, comply with all applicable Laws and all of the Company’s and its Subsidiaries’ safety and security procedures, and use reasonable best efforts to minimize any interference with the Company’s and its Subsidiaries’ business operations in connection with any such access. All requests for information made pursuant to this Section 6.4 shall be directed to the Persons designated by the Company in writing as authorized to receive such requests.

(b)            Notwithstanding anything herein to the contrary, the Company shall not be required to provide access or make any disclosure to Parent pursuant to this Section 6.4 to the extent that such access or information is reasonably pertinent to any pending or threatened Action where the Company or any of its Affiliates, on the one hand, and any Parent Party or any of its Affiliates, on the other hand, are, or are reasonably expected to be, adverse parties, except for any such Action relating solely to a dispute over the requirements of Section 6.4(a).

(c)            No investigation or access permitted pursuant to this Section 6.4 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Parent agrees that it will not, and will cause the other Parent Parties and its and their respective Representatives not to, use any information obtained pursuant to this Section 6.4 for any competitive or other purpose unrelated to the consummation of the transactions contemplated by this Agreement (which transactions, for the avoidance of doubt, shall include the Debt Financing) or the post-Closing operations or financing the Surviving Company and its Subsidiaries. Parent shall, and shall cause each of the other Parent Parties and its and their respective Representatives (and any other Person subject to or bound by the terms of the Confidentiality Agreements) to, hold all information provided or furnished pursuant to this Section 6.4 confidential in accordance with the terms of the Confidentiality Agreements. The Confidentiality Agreements shall apply with respect to information furnished by the Company, its Subsidiaries and the Company’s officers, employees and other Representatives under this Agreement and, if this Agreement is terminated prior to the Effective Time, the Confidentiality Agreements shall remain in full force and effect in accordance with their terms prior to giving effect to the execution of this Agreement.

Section 6.5             Non-Solicitation; Competing Proposals; Intervening Event.

(a)            Except as otherwise permitted by this Agreement, immediately following the execution hereof, (i) the Company shall, and shall cause its Subsidiaries and direct the Company’s directors, officers, financial advisors and counsel to cease any existing solicitation of, or discussions or negotiations with, any Third Party that may be ongoing as of the execution of this Agreement relating to any Competing Proposal or any inquiry or request that would reasonably be expected to lead to a Competing Proposal, (ii) the Company shall promptly request that each Third Party that has previously executed a confidentiality agreement promptly return to the Company or destroy all non-public information previously furnished or made available to such Third Party or any of its Representatives by or on behalf of the Company or its Representatives in accordance with the terms of such confidentiality agreement and, (iii) the Company and its Subsidiaries shall promptly shut off all access of any such Third Party to any electronic data room maintained by the Company. Except as otherwise permitted by this Agreement, during the Pre-Closing Period, the Company shall not, and shall cause its Subsidiaries and direct the Company’s directors, officers, financial advisors and counsel not to, directly or indirectly, (A) initiate, solicit, knowingly encourage or knowingly facilitate the making of any Competing Proposal or (B) engage in negotiations or discussions with (it being understood that the Company may inform Persons of the provisions contained in this Section 6.5), or knowingly furnish any material nonpublic information to, any Third Party that has made a Competing Proposal or any inquiry or request that would reasonably be expected to lead to a Competing Proposal. Notwithstanding anything to the contrary contained in this Agreement, the Company shall be permitted to grant a waiver of or terminate any “standstill” or similar obligation of any Third Party with respect to the Company or any of its Subsidiaries to allow such Third Party to submit a Competing Proposal.

(b)            As promptly as reasonably practicable, and in any event within twenty-four (24) hours, after receipt by the Company or any of its Representatives of any Competing Proposal or any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, a Competing Proposal, the Company shall deliver to Parent a written notice setting forth the material terms and conditions of any such inquiry, expression of interest, proposal, offer or Competing Proposal, including the identity of the Person making such inquiry, expression of interest, proposal, offer or Competing Proposal. The Company shall keep Parent reasonably informed on a reasonably current basis of any material amendment or modification to any such inquiry, expression of interest, proposal, offer or Competing Proposal as promptly as is reasonably practicable following the Company’s receipt in writing of such material amendment or modification. Notwithstanding the foregoing, the Company shall not be required to violate the terms of any confidentiality agreement in effect as of the date hereof.

(c)            Notwithstanding anything to the contrary contained in this Agreement, at any time after the date hereof and prior to the earlier of receipt of the Requisite Shareholder Approvals and the termination of this Agreement in accordance with its terms, in the event that the Company receives a Competing Proposal from any Person that did not result from a material breach of Section 6.5(a), the Company Board, the Special Committee and the Company and their respective Representatives may engage in negotiations or substantive discussions with, or furnish any information and other access to, any Person making such Competing Proposal and its Representatives or potential sources of financing, if the Company Board (acting on the recommendation of the Special Committee) or the Special Committee determines in good faith (after consultation with its outside legal counsel and outside financial advisors) that such Competing Proposal either constitutes a Superior Proposal or could reasonably be expected to lead to a Superior Proposal; provided that (i) prior to furnishing any material nonpublic information concerning the Company or its Subsidiaries, the Company receives from such Person, to the extent such Person is not already subject to a confidentiality agreement with the Company, an executed confidentiality agreement with such Person containing confidentiality terms that are not materially less favorable in the aggregate to the Company than those contained in the Liverpool Confidentiality Agreement (unless the Company offers to amend each Confidentiality Agreement to reflect such more favorable terms), it being understood that such confidentiality agreement need not contain a standstill provision or otherwise restrict the making, or amendment, of a Competing Proposal (and related communications) to the Company or the Company Board or Special Committee and (ii) any such material nonpublic information so furnished in writing shall be promptly made available to Parent to the extent it was not previously made available to any Parent Party or any of its Representatives. If the Company takes any action pursuant to this Section 6.5(c) or Section 6.5(e), the Family Group and Liverpool shall be released from Section 7 of the Family Confidentiality Agreement and Section 4 of the Liverpool Confidentiality Agreement, respectively.

(d)            Except as otherwise provided in Section 6.5(e) or Section 6.5(f), during the Pre-Closing Period, the Company Board shall not (and no committee thereof, including the Special Committee, shall) (i) withdraw, withhold or modify, or propose publicly to withdraw, withhold or modify, in a manner adverse to Parent or Acquisition Sub, the Company Recommendation, (ii) adopt, approve or recommend, or propose publicly to approve or recommend, to the Company’s shareholders any Competing Proposal, (iii) fail to include the Company Recommendation in the Proxy Statement, (iv) following the public disclosure of a Competing Proposal (which shall be deemed to include any public report about such Competing Proposal), fail to publicly reaffirm the Company Recommendation within ten (10) Business Days after Parent so requests in writing; provided that the Company shall not be required to reaffirm the Company Recommendation more than once per Competing Proposal (unless the terms of such Competing Proposal change in any material respects and such change is publicly disclosed), (v) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9 under the Exchange Act, against any Competing Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act within ten (10) Business Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer (or if the Shareholders’ Meeting is scheduled to be held within ten (10) Business Days from the date of such commencement, promptly and in any event prior to the date which is two (2) Business Days before the date on which the Shareholders’ Meeting is scheduled), (vi) publicly agree or propose an intention or resolution to do any of the foregoing (any such action described in clause (i) through (vi) being referred to as an “Adverse Recommendation Change”) or (vii) allow the Company or any of its Subsidiaries to execute or enter into, any definitive agreement to effect any Competing Proposal.

(e)            Notwithstanding anything in this Agreement to the contrary, at any time prior to receipt of the Requisite Shareholder Approvals, the Company Board (acting on the recommendation of the Special Committee) or the Special Committee may make an Adverse Recommendation Change or the Company Board (acting on the recommendation of the Special Committee) may authorize, adopt or approve a Competing Proposal and, with respect to such Competing Proposal constituting a Superior Proposal, cause or permit the Company to enter into a definitive agreement to effect such Superior Proposal substantially concurrently with the termination of this Agreement pursuant to Section 8.1(c)(ii), if:

(i)              a bona fide Competing Proposal (that did not result from a material breach of Section 6.5(a)) is made to the Company by a Third Party;

(ii)             the Company Board (acting on the recommendation of the Special Committee) or the Special Committee determines in good faith (after consultation with its outside legal counsel and outside financial advisors) that (A) such Competing Proposal constitutes a Superior Proposal and (B) the failure to take such action with respect to such Competing Proposal would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law (it being agreed that such determination by the Company Board or the Special Committee under clause (A) or (B) above shall not, in itself, constitute an Adverse Recommendation Change);

(iii)            the Company provides Parent prior written notice of the intention of the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee to make an Adverse Recommendation Change (a “Notice of Adverse Recommendation”) in response to such Competing Proposal, which notice shall include the material terms and conditions of such Competing Proposal including the identity of the Person making such Competing Proposal (it being agreed that neither the delivery of a Notice of Adverse Recommendation by the Company, nor any public announcement that the Company Board or the Special Committee has delivered such notice, shall, in itself, constitute an Adverse Recommendation Change);

(iv)            upon the request by Parent, the Company has negotiated, and directed any of its applicable Representatives to negotiate, in good faith, with Parent and its Representatives during the four (4)-Business-Day period immediately after the date of such Notice of Adverse Recommendation with respect to any changes to the terms and conditions of this Agreement proposed by Parent in a binding irrevocable written offer to the Company prior to the expiration of such four (4)-Business-Day period; and

(v)            after taking into account any changes to the terms and conditions of this Agreement proposed by Parent in a binding irrevocable written offer to the Company pursuant to clause (iv) above, the Company Board (acting on the recommendation of the Special Committee) or the Special Committee has determined in good faith, after consultation with its outside legal counsel and outside financial advisors, that (A) such Competing Proposal continues to constitute a Superior Proposal and (B) the failure to make an Adverse Recommendation Change with respect to such Superior Proposal or terminate this Agreement to enter into a definitive agreement to effect such Superior Proposal would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law, even if such changes irrevocably offered in writing by Parent were to be given effect; provided that any material amendment to the terms of such Competing Proposal (whether or not in response to any changes irrevocably offered in writing by Parent pursuant to clause (iv) above and it being understood that any changes to the financial terms, including form, amount and timing of payment of consideration shall be deemed a material amendment) shall require a new Notice of Adverse Recommendation and an additional two (2)-Business-Day period from the date of such notice during which the terms of clause (iv) above and this clause (v) shall apply mutatis mutandis (other than the number of days).

(f)             Notwithstanding anything in this Agreement to the contrary, other than in connection with a Competing Proposal (which shall be subject to Section 6.5(e)), at any time before the Requisite Shareholder Approvals are obtained, the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee may make an Adverse Recommendation Change (and nothing in this Agreement shall prohibit or restrict the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee from effecting an Adverse Recommendation Change), if the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee determines in good faith (after consultation with its outside legal counsel and outside financial advisors) that an Intervening Event has occurred and the failure to make an Adverse Recommendation Change in response to such Intervening Event would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law (it being agreed that such determination by the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee shall not, in itself, constitute an Adverse Recommendation Change); provided that, to the extent practicable, (i) the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee provides to Parent a Notice of Adverse Recommendation in response to such Intervening Event, which Notice of Adverse Recommendation shall describe such Intervening Event in reasonable detail (it being agreed that neither the delivery of the Notice of Adverse Recommendation by the Company nor any public announcement that the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee has delivered such notice shall, in itself, constitute an Adverse Recommendation Change); (ii) if requested by Parent, during the four (4)-Business-Day period immediately after delivery of the Notice of Adverse Recommendation, the Company and its Representatives negotiate in good faith with Parent and its Representatives relating to changes to the terms and conditions hereof set forth in a binding irrevocable written offer to the Company and (iii) at the end of such four (4)-Business-Day period and taking into account any changes to the terms hereof proposed by Parent in a binding irrevocable written offer to the Company, the Company Board (acting on the recommendation of the Special Committee) or the Special Committee determines in good faith (after consultation with its outside legal counsel and outside financial advisors) that the failure to make such an Adverse Recommendation Change in response to such Intervening Event would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law, even if such changes proposed by Parent were to be given effect.

(g)            Nothing in this Agreement shall restrict the Company or the Company Board (or any committee thereof, including the Special Committee) from (i) taking or disclosing a position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or (ii) otherwise making disclosure (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) to the shareholders of the Company to comply with applicable Law (it being agreed that a “stop, look and listen” communication by the Company Board (or any committee thereof, including the Special Committee) to the Company’s shareholders as contemplated under the Exchange Act or a factually accurate public statement by the Company that describes the Company’s receipt of a Competing Proposal and the operation of this Agreement with respect thereto shall not be deemed to be an Adverse Recommendation Change or give rise to a Parent termination right pursuant to Section 8.1(b)(iii)).

(h)            For purposes of this Agreement:

(i)              “Competing Proposal” shall mean any proposal or offer made by any Third Party or group (as defined in Section 13(d)(3) of the Exchange Act) of Third Parties (A) to purchase or otherwise acquire, directly or indirectly, in one transaction or a series of transactions, (1) beneficial ownership (as defined under Section 13(d) of the Exchange Act) of more than twenty percent (20%) of any class of equity securities of the Company pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, tender offer, exchange offer or similar transaction or (2) any one or more assets or businesses of the Company and its Subsidiaries that constitute more than twenty percent (20%) of the assets (based on the fair market value thereof as determined by the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee in good faith), revenue or net income (as measured in accordance with GAAP) of the Company and its Subsidiaries, taken as a whole, or (B) with respect to any merger, consolidation, business combination, recapitalization, reorganization, liquidation, dissolution or other transaction involving the Company or its Subsidiaries pursuant to which any Third Party or group (as defined in Section 13(d)(3) of the Exchange Act) of Third Parties would, directly or indirectly, have beneficial ownership (as defined under Section 13(d) of the Exchange Act) of securities representing more than twenty percent (20%) of the total outstanding equity securities of the Company after giving effect to the consummation of such transaction.

(ii)             “Superior Proposal” shall mean a Competing Proposal (with all references to “twenty percent (20%)” increased to “fifty percent (50%)”) made by a Third Party on terms that the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee determines in good faith, after consultation with its outside legal counsel and outside financial advisors and considering such factors as the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee considers to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal), would, if consummated, result in a transaction or series of related transactions that are more favorable to the Company’s shareholders than the transactions contemplated by this Agreement (including any changes to the terms of this Agreement committed to by Parent to the Company in writing in response to such Competing Proposal under the provisions of Section 6.5(e) and after taking into account any applicable Company Termination Fee).

(iii)            “Intervening Event” shall mean any Effect or state of facts that, individually or in the aggregate, is material to the Company and its Subsidiaries, taken as a whole, that was not known by the Special Committee prior to the Company’s execution and delivery of this Agreement, which Effect or state of facts, becomes known by the Special Committee after the Company’s execution and delivery of this Agreement and prior to obtaining the Requisite Shareholder Approvals; provided that in no event shall any change, in itself, in the trading price or trading volume of Company Common Stock or the mere fact that the Company meets or exceeds any internal or published financial projections, forecasts or estimates for any period ending on or after the date hereof, be an Intervening Event or be taken into account in determining whether an Intervening Event has occurred, except that the underlying reasons for such change or meeting or exceeding such projections, forecasts or estimates may constitute an Intervening Event and may be taken into account in determining whether an Intervening Event has occurred.

Section 6.6             Directors’ and Officers’ Indemnification and Insurance.

(a)            Parent and Acquisition Sub agree that all rights to exculpation, indemnification, contribution and advancement of expenses for facts, events, acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with this Agreement or the transactions contemplated hereby and whether or not asserted before the Effective Time), now existing in favor of the current or former directors, officers or employees of the Company or any of its Subsidiaries or any other individual serving at the request of the Company or any of its Subsidiaries as a director, officer or employee of (or in a comparable role with) another Person (the “D&O Indemnified Parties”), as the case may be, shall survive the Merger and shall continue in full force and effect in accordance with their terms (it being agreed that, subject to compliance with applicable Law, after the Effective Time such rights shall be mandatory rather than permissive, if applicable), and Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, perform such obligations thereunder. For a period of six (6) years from the Effective Time, Parent and the Surviving Corporation, except as required by applicable Law, shall maintain in effect the exculpation, indemnification, advancement of expenses and limitation of director, officer and employee (or comparable) liability provisions of the Company’s and any of its indirect or direct Subsidiaries’ articles of incorporation, bylaws or other organizational documents as in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or any of its indirect or direct Subsidiaries with any of the D&O Indemnified Parties as in effect immediately prior to the Effective Time, and, except as required by applicable Law, shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any D&O Indemnified Parties.

(b)            Without limiting the foregoing, to the fullest extent permitted under applicable Law, Parent shall (and Parent shall cause the Surviving Corporation to) (i) indemnify, defend and hold harmless each D&O Indemnified Party against all losses, expenses (including reasonable attorneys’ fees and expenses and including expenses incurred in enforcing such D&O Indemnified Party’s rights under this Section 6.6), judgments, fines, claims, damages or liabilities and amounts paid in settlement with respect to all facts, events, acts or omissions by them in their capacities as such at any time prior to and including the Effective Time (including any matters arising in connection with this Agreement or the transactions contemplated hereby and whether or not asserted before the Effective Time); and (ii) pay in advance of the final disposition of any Action against any D&O Indemnified Party the fees and expenses (including reasonable attorneys’ fees) incurred in connection therewith by such D&O Indemnified Party promptly to such D&O Indemnified Party after statements therefor are received by the Company and, if required by the WBCA, the Surviving Corporation’s organizational documents or any applicable indemnification agreement, upon receipt by the Surviving Corporation (or, if applicable, a Subsidiary thereof) of a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed if it is ultimately determined by a final, non-appealable judgment of a court of competent jurisdiction that such D&O Indemnified Party is not permitted to be indemnified under applicable Law. Notwithstanding anything to the contrary contained in this Section 6.6(b) or elsewhere in this Agreement, Parent shall not (and Parent shall cause the Surviving Corporation not to) settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any Action for which indemnification would reasonably be expected to be sought hereunder, unless such settlement, compromise, consent or termination includes an unconditional release of all of the D&O Indemnified Parties covered by such Action from all liability arising out of such Action.

(c)            For at least six (6) years after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, maintain in full force and effect the coverage provided by the existing directors’ and officers’ liability insurance, employment practices liability insurance and fiduciary liability insurance in effect as of immediately prior to the Effective Time and maintained by the Company or any of its Subsidiaries, as applicable (collectively, the “Existing D&O Insurance Policies”), or provide substitute policies (with insurance carriers having an A.M. Best financial strength rating of least an “A”) for the Company, its Subsidiaries and the D&O Indemnified Parties who are currently covered by such Existing D&O Insurance Policies, in either case, with limits and on terms and conditions no less advantageous overall to the D&O Indemnified Parties than the Existing D&O Insurance Policies, covering claims arising from facts, events, acts or omissions that occurred at or prior to the Effective Time, including the transactions contemplated hereby. In lieu of such insurance, prior to the Effective Time, the Company may purchase prepaid, non-cancellable six (6)-year “tail” directors’ and officers’ liability insurance, employment practices liability insurance and fiduciary liability insurance (“Tail Coverage”), effective as of the Effective Time, with limits and on terms and conditions no less advantageous overall to the D&O Indemnified Parties than the Existing D&O Insurance Policies, covering claims arising from facts, events, acts or omissions that occurred at or prior to the Effective Time, including the transactions contemplated hereby (provided that Parent shall not be required to expend for such “tail” insurance an aggregate premium in excess of three hundred percent (300%) of the aggregate annual premium paid for the Existing D&O Insurance Policies (the “Maximum Amount”); provided, further that if such insurance is not available or the “annual premium” for such insurance exceeds the Maximum Amount, then Parent shall obtain the best coverage available for a cost not exceeding the Maximum Amount), and Parent shall cause the Surviving Corporation (or its applicable Subsidiaries) to maintain such Tail Coverage in full force and effect, without any modification, and continue to honor the obligations thereunder, in which event Parent shall cease to have any obligations under the first sentence of this Section 6.6(c).

(d)            In the event that Parent, the Surviving Corporation, any of the Company’s Subsidiaries or any of their successors or assigns shall (i) consolidate with or merge or amalgamate into any other Person and shall not be the continuing or surviving company or entity of such consolidation, merger or amalgamation or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall cause proper provision to be made so that the successor and assign of Parent, the Surviving Corporation, any such Subsidiary or all or substantially all of its or their properties and assets, as the case may be, assumes the obligations set forth in this Section 6.6.

(e)            The D&O Indemnified Parties are third-party beneficiaries of this Section 6.6. The provisions of this Section 6.6 shall survive the Merger and are intended to be for the benefit of, and enforceable by, each D&O Indemnified Party and his or her successors, heirs or representatives. Parent and the Surviving Corporation shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any D&O Indemnified Party in enforcing its indemnity and other rights under this Section 6.6. The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other applicable rights such D&O Indemnified Party may have under the respective organizational documents of the Company or any of its Subsidiaries or the Surviving Corporation, any other indemnification arrangement, applicable Law or otherwise.

(f)            Notwithstanding anything herein to the contrary, if any claim (whether arising before, at or after the Effective Time) is made against any of the D&O Indemnified Parties on or prior to the sixth (6th) anniversary of the Effective Time, the provisions of this Section 6.6 shall continue in effect until the final disposition of such claim. The provisions of this Section 6.6 shall not be amended in a manner that is adverse to any D&O Indemnified Party (including such D&O Indemnified Party’s successors, assigns and heirs, as applicable) without the consent of the D&O Indemnified Party (including the successors, assigns and heirs, as applicable) affected thereby.

Section 6.7             Notification of Certain Matters. During the Pre-Closing Period, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (a) any written notice received by such party from any Person alleging that the Consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such Consent could reasonably be expected to be material to the Company, the Surviving Corporation or Parent, and (b) any Action commenced against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relates to this Agreement or the transactions contemplated by this Agreement (including the Merger). This Section 6.7 shall not apply to (i) Antitrust Laws, which are governed by Section 6.3, (ii) notification procedures relating to a Competing Proposal, which are governed by Section 6.5 or (iii) shareholder-related Actions, which are governed by Section 6.17.

Section 6.8             Public Announcements. Except as otherwise contemplated by Section 6.5 or in connection with any dispute among the parties hereto regarding this Agreement, the Company shall consult with Parent and Parent shall (and shall cause the other Parent Parties to) consult with the Company before issuing any press release or otherwise making any public statements with respect to this Agreement or the transactions contemplated hereby, and none of the parties hereto shall, and the Company and Parent shall (and Parent shall cause the other Parent Parties to) cause their respective Affiliates and Representatives acting on their behalf not to, issue any such press release or make any public statement prior to obtaining the consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the restrictions set forth in this Section 6.8 (including any obligation to obtain advance consent) shall not apply to any press release, public statement or other announcement issued or made, or proposed to be issued or made, by: (a) the Company or its Representatives in connection with a Competing Proposal, Superior Proposal, Adverse Recommendation Change or Intervening Event, (b) the Company, the Parent or their respective Representatives as may be required under applicable Law or obligations pursuant to applicable stock exchange rule or any listing agreement (in which event the Company or Parent, as the case may be, shall use its reasonable best efforts to provide a meaningful opportunity to the Company or Parent, as the case may be, to review and comment upon the portion of such press release or other announcement relating to this Agreement or the transactions contemplated hereby prior to making any such press release, public statement or other announcement), or (c) the Company, Parent or their respective Representatives that is consistent in all material respects with public disclosures or prior communications previously consented to by Parent or the Company, as applicable, in accordance with this Section 6.8 or otherwise made consistent with this Section 6.8, including investor conference calls, filings with the SEC, Q&As or other publicly disclosed documents, in each case, to the extent such disclosure is still accurate. In addition, the Company may, without Parent’s or Acquisition Sub’s consent, communicate with its suppliers, vendors, resellers, customers, distributors, creditors, employees, investors or other business partners of the Company or its Subsidiaries, and nothing in this Section 6.8 shall limit such communications by the Company and its Representatives; provided that such communication is consistent with prior communications of the Company or any communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such plan. The initial press release concerning this Agreement and the transactions contemplated hereby shall be a joint release in the form mutually agreed by the Company and Parent. The contents of the Proxy Statement and Schedule 13E-3 shall be governed by Section 6.2 and not this Section 6.8 and public filings providing notice to or seeking Consent from any Governmental Authority made pursuant to Section 6.3 shall be governed by Section 6.3 and not this Section 6.8.

Section 6.9             Employee Benefits.

(a)            Employees of the Company or its Subsidiaries immediately prior to the Effective Time who remain employees of Parent, the Surviving Corporation or any of their Affiliates following the Effective Time are hereinafter referred to as the “Continuing Employees”. For the period commencing at the Effective Time and ending one (1) year after the Effective Time (such period, the “Continuation Period”), Parent shall, or shall cause the Surviving Corporation or any of their respective Affiliates to, provide for each Continuing Employee, while such Continuing Employee remains employed by Parent, the Surviving Corporation or any of its Subsidiaries (i) base salary or wage rate, as applicable, that are no less favorable in the aggregate than those provided to such Continuing Employee as of immediately prior to the Effective Time, (ii) target short and long-term cash incentive compensation opportunities that are in the aggregate substantially comparable with the cash and equity compensation opportunities provided to such Continuing Employee as of immediately prior to the Effective Time and (iii) other employee benefits (excluding long-term incentive benefits, equity or equity-based compensation arrangements, change-in-control, retention or transaction-related benefits, defined benefit pension benefits and post-retirement welfare benefits) that are substantially comparable in the aggregate to those benefits (excluding long-term incentive benefits, equity or equity-based compensation arrangements, change-in-control, retention or transaction-related benefits, defined benefit pension benefits and post-retirement welfare benefits) in effect for Continuing Employees under Company Benefit Plans as of immediately prior to the Effective Time. Without limiting the generality of the foregoing, during the Continuation Period, Parent shall provide, or shall cause the Surviving Corporation or any of their respective Affiliates to provide, severance payments and benefits to each Continuing Employee whose employment is terminated during the Continuation Period (under circumstances that would have been treated as a qualifying termination of employment under the applicable severance arrangement) that are no less favorable in the aggregate than the severance payments and benefits that such Continuing Employee would have been eligible to receive under the applicable Company’s severance arrangements in effect immediately prior to the Effective Time and set forth in Section 4.12(a) of the Company Disclosure Letter.

(b)            Parent hereby acknowledges that consummation of the Merger will constitute a “change in control” (or similar term) of the Company under the terms of the Company Stock Plans and Deferred Compensation Plans, as applicable.

(c)            From and after the Effective Time, Parent shall, or shall cause the Surviving Corporation or any of their respective Subsidiaries to, assume and honor all obligations under the Deferred Compensation Plans and with respect to awards outstanding under the Company Stock Plans (as amended as contemplated herein), in each case, in accordance with their terms as in effect immediately prior to the Effective Time.

(d)            For purposes of eligibility to participate, vesting and entitlement to, and level of, benefits where length of service is relevant (other than vesting of any equity or equity-based arrangements) under any benefit plan, policy, practice or arrangement of Parent, the Surviving Corporation or any of their respective Subsidiaries providing benefits to any Continuing Employees after the Effective Time (collectively, the “New Plans”), Parent shall, or shall cause the Surviving Corporation to cause the Continuing Employees to receive credit for service with the Company and its Subsidiaries (and any respective predecessors) prior to the Effective Time, to the same extent such service credit was granted under the corresponding benefit plan, policy, practice or arrangement of the Company or any of its Subsidiaries, except (i) to the extent any such service credit would result in the duplication of benefits or (ii) for purposes of any defined benefit pension plan or plan that provides retiree welfare benefits (other than any retiree welfare benefits under any Company Benefit Plan set forth on Section 4.12(a) of the Company Disclosure Letter). In addition and without limiting the generality of the foregoing, Parent shall, or shall cause the Surviving Corporation to: (i) cause each Continuing Employee to be immediately eligible to participate, without any waiting time or satisfaction of any other eligibility requirements, in any and all New Plans to the extent that (A) coverage under such New Plan replaces coverage under a Company Benefit Plan in which such Continuing Employee participated immediately before the Effective Time (collectively, the “Old Plans”), and (B) such Continuing Employee has satisfied all waiting time and other eligibility requirements under the Old Plan being replaced by the New Plan and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision or other welfare benefits to any Continuing Employee, Parent shall cause (A) all preexisting condition exclusions and actively-at-work requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents to the extent such conditions were inapplicable or waived under the comparable Old Plan and (B) any expenses incurred by any Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

(e)            Notwithstanding anything in this Section 6.9 to the contrary, nothing in this Agreement, whether express or implied, shall (i) be treated as an amendment or other modification of any Company Benefit Plan, New Plan or any other employee benefit plans of the Company or Parent or as a guarantee of employment for any employee of the Company or any of its Subsidiaries, (ii) create any third-party beneficiary rights in any director, officer, employee or individual Person, including any present or former employee, officer, director or individual independent contractor of the Company or any of its Subsidiaries (including any beneficiary or dependent of such individual) or (iii) guarantee employment for any period of time for, or preclude the ability of Parent, the Surviving Corporation or any of their respective Subsidiaries to terminate any Continuing Employee.

Section 6.10            Conduct of Business by Parent Pending the Merger. Parent and Acquisition Sub covenant and agree with the Company that during the Pre-Closing Period, Parent and Acquisition Sub shall not amend or otherwise change any of the organizational documents of Acquisition Sub, except for any amendments or changes as would not reasonably be expected to prevent, delay or impair the ability of Parent and Acquisition Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Section 6.11            Financing.

(a)            Each of Parent and Acquisition Sub shall, and shall cause the other Parent Parties to, use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate the Financing and shall consummate the Rollover, in each case subject to Section 6.11(b), on the terms and subject only to the conditions set forth in the Financing Commitments (as the same may be amended in compliance with Section 6.11(b)) or any Alternative Financing (as defined below) (including any “flex” provisions applicable to the Debt Financing), including: (i) complying with and maintaining in full force and effect the Financing Commitments in accordance with the terms and subject to the conditions thereof, (ii) negotiating, entering into and delivering (and causing its Affiliates to negotiate, enter into and deliver) definitive agreements with respect to the Debt Financing on the terms and conditions set forth in the Debt Commitment Letter (including any “flex” provisions), (iii) satisfying, on a timely basis, all conditions to the availability of the Financing and the consummation of the Rollover to the extent within Parent’s, Acquisition Sub’s or the other Parent Parties’ control and assisting in the satisfaction of all other conditions to the Debt Financing and the definitive agreements entered into with respect to the Debt Commitment Letter, (iv) consummating the Financing in an amount, together with Company Cash on Hand not exceeding the Company Cash Amount, necessary to satisfy the Funding Obligations at or prior to the Closing, (v) consummating the Rollover immediately prior to the Effective Time, (vi) enforcing their rights under the Financing Commitments and the definitive agreements related to the Debt Financing and (vii) accepting to the extent necessary to obtain the full amount of the Debt Financing all flex provisions contemplated by the Debt Commitment Letter.

(b)            Parent shall not, and shall cause the other Parent Parties not to, agree to or permit any amendments, supplements, replacements or other modifications to, obtain any replacement of, or grant any waivers of, any condition, remedy or other provision under (i) the Equity Commitment Letter without the prior written consent of the Company or (ii) the Debt Financing (other than to effect any flex provisions set forth in the Debt Commitment Letter) without the prior written consent of the Company if such amendments, supplements, replacements, waivers or modifications would or would reasonably be expected to (A) reduce the aggregate amount of the Debt Financing or the net cash proceeds available from the Debt Financing (including, in each case, by changing the amount of fees or other amounts to be paid (including original issue discount) with respect to the Debt Financing) such that the Parent Parties will not have sufficient cash proceeds to, when together with Company Cash on Hand not exceeding the Company Cash Amount, satisfy the Funding Obligations at or prior to the Closing, (B) (1) impose new or additional conditions or contingencies to the Debt Financing or otherwise expand any of the conditions or contingencies to the Debt Financing or (2) otherwise amend, waive or modify any of the conditions or contingencies to the Debt Financing, in the case of this clause (2), in a manner that could prevent or delay the Closing or otherwise prevent, delay or impair the ability of Parent and Acquisition Sub to obtain the Debt Financing or consummate the transactions contemplated hereby or (C) otherwise expand, amend, waive or modify any provisions of, or remedies under, the Debt Commitment Letter in a manner that would or would reasonably be expected to (1) prevent, delay or make less likely the funding of the Debt Financing (or the satisfaction of the conditions to the Financing) at the Closing, (2) adversely impact the ability of Parent or any of the other Parent Parties’ ability, to enforce their respective rights against the parties to the Financing Commitments or the definitive agreements with respect thereto or otherwise obtain the Debt Financing and consummate the transactions contemplated hereby, or (3) result in the termination of any Financing Commitment or any definitive agreement related thereto; provided that subject to compliance with the other provisions of this Section 6.11, Parent may amend, supplement or otherwise modify the Debt Commitment Letter to add lenders, lead arrangers, syndication agents or other Debt Financing Sources that have not executed the Debt Commitment Letter as of the date hereof (which will not change or waive the terms thereof other than to alter the commitment percentages of the parties thereto in accordance with the parameters set forth in the Debt Commitment Letter as of the date hereof). Subject to Parent’s obligation to obtain Alternative Financing pursuant to Section 6.11(d), Parent shall not permit, release or consent to the withdrawal, termination, repudiation or rescission of the Financing Commitments or any definitive agreement with respect to the Financing and shall not release or consent to the termination of the obligations of any Financing Source under the Financing or any Parent Party under the Rollover and Support Agreements, in each case of the foregoing, below an amount necessary to satisfy the Funding Obligations without the prior written consent of the Company. For purposes of this Agreement, references to “Debt Financing,” “Equity Financing,” “Debt Financing Sources,” “Debt Commitment Letter,” and “Equity Commitment Letter,” shall refer to such terms as hereafter amended, supplemented, replaced or modified, to the extent such amendment, supplementation, replacement or modification is permitted by this Section 6.11(b).

(c)            Parent shall not (and shall cause the other Parent Parties not to): (i) award any agent, broker, investment banker, financial advisors or other firm or Person, except for Moelis & Company LLC and J.P. Morgan Securities LLC, any financial advisory role on an exclusive basis in connection with the Merger or the other transactions contemplated hereby or (ii) prohibit or restrict or seek to prohibit or restrict any bank or investment bank or other Third Party potential provider of debt or equity financing from providing or seeking to provide financing or financial advisory services to any Person (other than the Parent Parties) in connection with a transaction relating to the Company or its Subsidiaries or in connection with the Merger or the other transactions contemplated hereby.

(d)            In the event that (i) all or any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter (including any flex provisions applicable thereto) or (ii) the Company informs Parent in writing that the Company Cash on Hand is expected to be less than the Company Cash Amount at the time that Parent is expected to be required to effect the Closing and as a result Parent will not have sufficient funds available at the Closing to consummate the transactions contemplated by this Agreement, Parent and Acquisition Sub shall, and shall cause the other Parent Parties to, within five (5) Business Days after the occurrence of such event, notify the Company in writing thereof and promptly after the occurrence of such event, (A) use their respective commercially reasonable efforts to take any and all actions to arrange and obtain alternative financing from the same or alternative financial institutions in an amount sufficient to enable Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement in accordance with the terms of this Agreement, that does not impose any conditions or contingencies that would be reasonably expected to prevent or delay the Closing or contain any terms that would reasonably be expected to prevent, delay or impair the ability of Parent and Acquisition Sub to obtain the Debt Financing or consummate the transactions contemplated hereby, as compared to the conditions and other terms set forth in the Debt Commitment Letter as of the date hereof (as amended in accordance with Section 6.11(b)), taking into account any flex provisions thereof as promptly as practicable following the occurrence of such event (the “Alternative Financing”) and (B) obtain and deliver a debt commitment letter to the Company with respect to such Alternative Financing, including true, correct and complete copies of any related executed fee letters, engagement letters and other agreements (provided that such fee letters may be redacted in the same manner as permitted by Section 5.7(a)) (collectively, including all exhibits, schedules, amendments, supplements, modifications and annexes thereto, a “New Debt Commitment Letter”); provided that, in no event shall Parent or Acquisition Sub be required to, and in no event shall its commercially reasonable efforts be deemed or construed to require it to, obtain Alternative Financing that includes terms and conditions, taken as a whole, that are less favorable to Parent or Acquisition Sub than the terms and conditions, taken as a whole, set forth in the Debt Commitment Letter as of the date hereof (taking into account any “market flex” provisions applicable thereto contained in the related fee letter) or would require it to pay any fees or agree to pay any interest rate amounts or original issue discount, in either case, materially in excess of those contemplated by the Debt Commitment Letter as in effect on the date hereof (taking into account any “market flex” provisions applicable thereto contained in the related fee letter). For purposes of this Agreement, references to “Financing” shall include the financing contemplated by any Alternative Financing and New Debt Commitment Letter to the extent permitted by this Section 6.11(d), and references to “Debt Commitment Letter”, “Debt Financing Sources”, or “Financing” shall include such documents (or commitments or financing sources, as applicable) in connection with any Alternative Financing and New Debt Commitment Letter to the extent permitted by this Section 6.11(d).

(e)            Parent and Acquisition Sub shall (i) furnish the Company with complete, correct and executed copies (promptly upon their execution) of each amendment, supplement, replacement, waiver or other modification of the Financing Commitments and definitive financing documents for the Debt Financing (but, in the case of any fee letter or amendment thereto, subject to the redaction of such fee letter in a manner consistent with Section 5.7(a) hereof), (ii) give the Company prompt written notice of any (A) breach or default or any event that, with or without notice, lapse of time or both, would (or would reasonably be expected to) give rise to any default or breach by any party to the Financing Commitments of which Parent or Acquisition Sub becomes aware, including the receipt of any written notice or other written communication from any Financing Source with respect to any breach or default (or alleged breach or default) by any party to the Financing Commitments, (B) material dispute or disagreement between or among any parties to any Financing Commitments or the definitive documents relating to the Financing (other than ordinary course negotiations between the parties to the Financing Commitments) that would reasonably be expected to (1) result in all or any portion of the Financing Commitments becoming unavailable on the terms and conditions contemplated by the Financing Commitments (including, in respect of the Debt Commitment Letter, any flex provisions applicable thereto), (2) delay or make less likely the funding of the Financing (or the satisfaction of the conditions to the Financing) at the Closing or (3) impose new conditions or expand existing conditions to the funding of the Financing Commitments, (C) withdrawal, repudiation or termination or written threat of withdrawal, repudiation or termination thereof of which Parent or Acquisition Sub becomes aware or (D) event or circumstance that makes a condition precedent relating to the Financing or the Rollover unable to be satisfied by any party, (iii) notify the Company promptly (and in any event within two (2) Business Days) if for any reason Parent or Acquisition Sub no longer believes in good faith that it will be able to obtain all or any portion of the Financing or Rollover contemplated by the Financing Commitments on the terms and from the sources described therein and (iv) otherwise keep the Company, upon its request, reasonably and promptly informed of the status of its efforts to arrange the Financing (including any Alternative Financing), including by providing the Company with drafts of the definitive agreements or offering memoranda, as applicable, relating to the Financing a reasonable period of time prior to their execution or use.

(f)            Without the prior written consent of Parent or the Company, as applicable (such consent not to be unreasonably withheld, conditioned or delayed), each of Parent and Acquisition Sub shall not, and shall cause the other Parent Parties not to, and the Company shall not, and shall cause each of its Subsidiaries not to, meet or have any communications with any of the Rating Agencies, except for (i) meetings that the Company’s Representatives (who shall be designated by the Special Committee and mutually agreeable to Parent) or Parent’s Representatives (who shall be mutually agreeable to the Company), as applicable, are given an opportunity to attend, (ii) written communications and materials so long as the sending party provided the other party with a reasonable opportunity to review and to propose comments on such written communications and materials, which the sending party will consider in good faith, and (iii) meetings or communications between Liverpool and the Rating Agencies that also issue credit ratings for Liverpool or its indebtedness so long as such meetings and communications make no reference to matters that would reasonably be expected to impact the credit ratings of the Company or its indebtedness, including the Senior Notes. Without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), each of Parent and Acquisition Sub shall not, and shall cause the other Parent Parties not to, make any statement, take any action, or refrain from taking any action inconsistent with the materials and communications provided to the Rating Agencies prior to the date of this Agreement to the extent relating to this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby or relating to the Parent Parties, the Surviving Corporation, or its Subsidiaries following the Effective Time. Parent and Acquisition Sub shall, and shall cause the other Parent Parties to, inform their Representatives who would be reasonably expected to meet or communicate with the Rating Agencies or make statements relating to the Company, its Subsidiaries, and the transactions contemplated by this Agreement of the terms of this Section 6.11(f) and the obligations of the Parent Parties hereunder.

(g)            Between the date of this Agreement and the Closing, Parent shall not, nor shall it permit any of its Subsidiaries to, incur any indebtedness for borrowed money without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Between the date of this Agreement and the Closing, Parent shall not, and shall cause the other Parent Parties not to, enter into any Contract that would increase the indebtedness of Parent or its Subsidiaries, including the Company, following the Closing, except as provided in the Debt Commitment Letter.

Section 6.12           Financing Cooperation.

(a)            Prior to the Closing, the Company shall use reasonable best efforts to, and shall cause its Subsidiaries to use their reasonable best efforts to, in each case, at Parent’s sole cost and expense, provide customary cooperation reasonably requested by Parent or Acquisition Sub to assist Liverpool, Parent or Acquisition Sub in connection with their efforts to obtain the Debt Financing, and, to the extent applicable, the Liverpool Debt Financing, the Notes Enhancements and the Company Note Offer and Consent Solicitation, which cooperation shall include using reasonable best efforts to:

(i)              furnish, or cause to be furnished to, Liverpool, Parent, Acquisition Sub and the Debt Financing Sources or Liverpool Debt Financing Sources the Required Financial Statements and the Projections and such other financial statements, schedules, other financial data or other information regarding the Company and its Subsidiaries that are (A) in the possession of the Company or reasonably available to the Company without undue burden or expense at such time and (B) reasonably requested by Liverpool, Parent, the Debt Financing Sources or the Liverpool Debt Financing Sources, except that the Company shall not be required to provide preliminary summary financial results or any trends discussion for any fiscal period of the Company for which historical financial statements or earnings release have not yet been made public (the “Pre-Release Information”) unless (w) the Pre-Release Information is consistent with the amount of information disclosed on Section 6.12(a) of the Company Disclosure Letter (except that any Pre-Release Information that is provided for due diligence purposes only and which shall not be disclosed orally or in writing in any offering material or otherwise shall not be limited to such amount of information), (x) the Company is confident of the accuracy of such Pre-Release Information, (y) disclosure of such Pre-Release Information is advisable or necessary, in the view of the Debt Financing Sources, Liverpool Debt Financing Sources or dealer manager with respect to a Company Note Offer and Consent Solicitation, at the time the offering or solicitation is being made, and (z) the Company has been given reasonable opportunity to review and provide comments on the proposed disclosure;

(ii)             participate in a reasonable number of lender meetings, lender and investor presentations, drafting and due diligence sessions and meetings with the Rating Agencies, in each case, upon reasonable advance notice, during normal business hours and at mutually agreed times and locations (which, at the Company’s option, may be attended via teleconference or virtual meeting platforms);

(iii)            provide reasonable assistance to Parent and Liverpool in the preparation of customary rating agency presentations, customary bank information memoranda and similar documents reasonably and customarily required in connection with the Debt Financing, the Liverpool Debt Financing and Company Note Offer and Consent Solicitation, in each case, solely with respect to information relating to the Company and its Subsidiaries;

(iv)            furnish Parent for distribution to the Debt Financing Sources and the trustee and holders of the Senior Debt, as promptly as practicable with such information regarding the Company and its Subsidiaries as is customary in connection with, and otherwise provide customary assistance with, establishing any security required by the Debt Financing and Notes Enhancements (and perfection thereof, but with respect to perfection, only to the extent such perfection is required, pursuant to the terms of the Debt Commitment Letter, to be accomplished at the Effective Time);

(v)             cooperate with Parent in obtaining customary appraisals and field examinations required in connection with the Debt Financing upon reasonable advance notice, during normal business hours and at mutually agreed times, including permitting prospective lenders or investors involved in the Debt Financing to evaluate the Company’s and its Subsidiaries’ inventory, equipment, current assets, cash management systems, accounting systems and policies and procedures relating thereto for the purpose of establishing customary collateral arrangements and conducting customary collateral-related diligence, in each case, to the extent necessary to obtain any portion of the Debt Financing consisting of an asset-based credit facility;

(vi)            ensure that an officer of the Company executes prior to the Closing customary “authorization” letters in connection with bank information memoranda authorizing the distribution of information to prospective lenders; provided that such customary authorization letters (or the bank information memoranda in which such letters are included) shall include customary language that exculpates the Company, each of its Subsidiaries and their respective Representatives from any liability in connection with the unauthorized use by the recipients thereof of the information set forth in any such bank confidential information memoranda or similar memoranda or report distributed in connection therewith;

(vii)           deliver at least four (4) Business Days prior to the Closing Date information and documentation related to the Company and its Subsidiaries required and reasonably requested in writing by Parent or Acquisition Sub at least ten (10) Business Days prior to the Closing Date with respect to compliance under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act;

(viii)          arrange for customary payoff letters, lien terminations and instruments of discharge to be delivered at the Closing (including the Payoff Letter) providing for the payoff, discharge and termination on the Closing Date of the Debt Payoff Amount (and cooperate in the replacement, backstop or cash collateralization of any outstanding letters of credit issued for the account of the Company or any of its Subsidiaries);

(ix)            consult with Parent in connection with the negotiation of such definitive financing documents and agreements with respect to the Debt Financing, any Notes Enhancements and any Company Note Offer and Consent Solicitation and such other customary documents as may be reasonably requested by Parent with respect thereto;

(x)             assist in borrowing base certificates required in connection with the Debt Financing for borrowings to be made on the Closing Date;

(xi)            request that its independent accountants provide, and using reasonable best efforts to cause them to provide, with respect to the Liverpool Debt Financing referred to in clause (ii) of the definition thereof and any Company Note Offer and Consent Solicitation, and solely with respect to financial information relating to the Company and its Subsidiaries, comfort letters (including “negative assurance” comfort), agreed upon procedures letters (if required) and consents for use of their reports, in each case, consistent with customary market practice and on customary terms for similar financings and offerings;

(xii)           introducing Parent to the existing banking relationships of the Company and its Subsidiaries; and

(xiii)          permit the reasonable use by Parent and its Affiliates of the Company’s and its Subsidiaries’ logos, names and trademarks for syndication and underwriting, as applicable, of the Debt Financing, the Liverpool Debt Financing, Company Note Offer and Consent Solicitation and any Notes Enhancements, provided that such logos, names and trademarks are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries and its or their marks;

provided that in no event shall the Company have any cooperation obligations under this Section 6.12(a) in respect of the Liverpool Debt Financing other than pursuant to clauses (i), (ii), (iii), (vi), (xi) and (xiii) of this Section 6.12(a).

(b)            Between the date of this Agreement and the Effective Time, Parent may (or, at Parent’s request, the Company shall) commence and conduct any of (x) a consent solicitation with respect to the Senior Debt and the related indentures to obtain from the requisite holders thereof consent to certain amendments to such Senior Notes or the related indentures (a “Consent Solicitation”), (y) an offer to exchange any or all of the outstanding Senior Debt for securities (secured or unsecured) of the Company (an “Offer to Exchange” and together with the Consent Solicitation, if any, a “Company Note Offer and Consent Solicitation”) or (z) any Notes Guarantee. Between the date of this Agreement and the Closing, Parent shall (or, at Parent’s request, the Company shall) use reasonable best efforts to give effect to the Notes Security Grant as promptly as reasonably practicable after the date hereof, and in the event that Parent does not take such actions or request that the Company take such actions, the Company shall be entitled to take such actions for all purposes under this Agreement. The effectiveness of each Company Note Offer and Consent Solicitation or any Notes Enhancements shall be expressly conditioned on the occurrence of the Effective Time. Each Company Note Offer and Consent Solicitation shall be conducted on such terms and conditions as may be proposed by Parent and are reasonably acceptable to the Company, except that Parent shall have the right to determine the terms set forth on Section 6.12(b) of the Parent Disclosure Letter after reasonable consultation with the Company; provided that the terms and conditions of any Company Note Offer and Consent Solicitation shall comply with any applicable provisions of the terms of the Senior Debt and the related indentures under which they are issued, the Existing Credit Agreement, the other Company Material Contracts, and applicable Law, including applicable SEC rules and regulations, and shall not reasonably be expected to result in the Debt Financing or the Liverpool Debt Financing being unavailable at the time that Parent is expected to be required to effect the Closing. Parent shall not conduct (or request that the Company conduct) any Company Note Offer and Consent Solicitation in a manner that would violate any applicable provisions of the terms of the Senior Debt and the indentures under which they are issued, the Existing Credit Agreement, or any other Company Material Contract or applicable Law, including applicable SEC rules and regulations, or in a manner that would reasonably be expected to result in the Debt Financing or the Liverpool Debt Financing being unavailable at the time that Parent is expected to be required to effect the Closing. Notwithstanding anything to the contrary in Section 6.12(a), (i) Parent shall be responsible for the preparation of any consent solicitation statement, offer to exchange, letter of transmittal, registration statement, prospectus, offering memorandum, other securities filing, and any other document related to or in connection with each Company Note Offer and Consent Solicitation (the “Offer and Consent Solicitation Documents”) and any documentation in connection with the Notes Enhancements (the “Notes Enhancements Documents”), subject to the Company’s rights under the second sentence of this Section 6.12(b), (ii) Parent shall consult with the Company and afford the Company a reasonable opportunity to review and comment on the Offer and Consent Solicitation Documents and any Notes Enhancements Documents and will consider and include any comments raised by the Company unless Parent objects thereto in good faith, (iii) Parent shall be responsible for the payment of all fees, costs and expenses in connection with such Company Note Offer and Consent Solicitation and any Notes Enhancements, (iv) Parent shall identify and engage any dealer manager, solicitation, information, collateral agent, collateral trustee, and depositary agents, trustees and other agents and advisors in connection with any Company Note Offer and Consent Solicitation and Notes Enhancements, who shall be reasonably acceptable to the Company, and the fees and expenses thereof will be paid directly by Parent, and (v) Parent shall cause its counsel to provide all legal opinions customary or required in connection with the transactions and actions contemplated by this Section 6.12(b). Without limiting Section 6.12(a), and subject to the limitations of Section 6.12(b), the Company shall use its reasonable best efforts, and shall cause its Subsidiaries to use their reasonable best efforts to, in each case, at Parent’s sole cost and expense, if requested by Parent, execute (in a form reasonably acceptable to the Company), file (if applicable) and deliver the Offer and Consent Solicitation Documents and any Note Enhancement Documents. Promptly following the expiration of the Consent Solicitation and subject to the receipt of any requisite consents, the Company shall (I) execute one or more supplemental indentures to the indenture governing each series of Senior Debt subject to the Consent Solicitation, in accordance with the terms thereof and providing for the amendments, security and guarantee arrangements, as applicable, contemplated in the Offer and Consent Solicitation Documents and (II) use reasonable best efforts to cause the trustee under such indenture to enter into such supplemental indentures; provided that notwithstanding the fact that such supplemental indentures may become effective earlier, the proposed amendments set forth therein shall not become operative until the Effective Time. As promptly as reasonably practicable after the finalization of the applicable Notes Enhancements Documents, the Company shall (I) execute one or more supplemental indentures to the indenture governing each series of Senior Debt subject to the Notes Security Grant (and the Notes Guarantees, if applicable, and any related security agreements and related documents), in accordance with the terms thereof and providing for the amendments, security and guarantee arrangements, as applicable, contemplated in the Notes Security Grant (or Notes Guarantees) and (II) use reasonable best efforts to cause the trustee under such indenture to enter into such supplemental indentures and any related agreements; provided that notwithstanding the fact that such supplemental indentures may become effective earlier, the proposed amendments set forth therein shall not become operative until the Effective Time. The consummation of any Company Note Offer and Consent Solicitation or any Notes Enhancement shall not be a condition to Closing, and, for the avoidance of doubt, the parties shall be required to effect the Closing at the time the Merger is required to be consummated in accordance with Section 2.2 whether or not any Company Note Offer and Consent Solicitation or any Notes Enhancement shall have been consummated.

(c)            The cooperation and other obligations contemplated by Section 6.12(a) and (b) shall not require the Company or its Subsidiaries or any of their Representatives to:

(i)              take any action that would (or would reasonably be expected to) cause any representation, warranty, covenant or other obligation in this Agreement to be breached or any closing condition to fail to be satisfied or would be reasonably expected to decrease the Company Cash on Hand below the Company Cash Amount at the time that Parent is expected to be required to effect the Closing;

(ii)             waive or amend any terms of this Agreement;

(iii)            execute, deliver, enter into, approve or perform any agreement, commitment, document or instrument, or modification of any agreement, commitment, document or instrument other than (A) the authorization letter contemplated by Section 6.12(a)(vi), (B) as required by the express terms of Section 6.12(b) and (C) those agreements, commitments, documents or instruments that are executed or delivered, as applicable, by Persons who will continue as officers of the Company or its Subsidiaries after the Closing and are subject to and contingent upon, and would not be effective prior to, the Closing;

(iv)            deliver or cause the delivery of any legal opinions or any certificate as to solvency or any other certificate in connection with the Debt Financing other than the authorization letter contemplated by Section 6.12(a)(vi);

(v)             adopt any resolutions, execute any consents or otherwise take any corporate or similar action other than any resolutions or consents by Persons who will continue as directors or managers, as applicable, of the Company or its Subsidiaries after the Closing that are subject to and contingent upon, and would not be effective prior to, the Closing;

(vi)            pay any commitment or other similar fee, incur or reimburse any costs or expenses or incur any liability or obligation of any kind or give any indemnities prior to the Closing;

(vii)           take any action if doing so could reasonably be expected to cause any director, officer, employee or stockholder of the Company or its Subsidiaries or their respective Representatives to incur any personal liability;

(viii)          provide, or cause to be provided, any information the disclosure of which is prohibited or restricted under applicable Law or any binding agreement with a Third Party or is legally privileged or consists of attorney work product or could reasonably be expected to result in the loss of any attorney-client privilege;

(ix)            take any action that will conflict with or violate its organizational documents or any Laws or result in a violation or breach of, or default under, any Contract to which the Company or any of its Subsidiaries is a party;

(x)             take any action that will unreasonably interfere with the ongoing operations of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or its Subsidiaries;

(xi)            prepare or deliver any financial statements or other financial data other than the Required Financial Statements and the Projections and the Pre-Release Information and such other financial statements, schedules, other financial data or other information regarding the Company and its Subsidiaries that are (A) in the possession of the Company or reasonably available to the Company without undue burden or expense at such time and (B) reasonably requested as provided in Section 6.12(a)(i), it being understood that under no circumstances shall the Company and its Subsidiaries be required to provide pro forma financial information, projections or other pro forma adjustments other than the Projections, all of which shall be the responsibility of Parent and Acquisition Sub (it being understood that while the Company shall be responsible for producing the Projections, Parent and Acquisition Sub shall provide the Company with the pro forma adjustments necessary to prepare such Projections on a pro forma basis for the transactions contemplated hereby); or

(xii)           provide or prepare (1) any description of all or any portion of the Financing, the Liverpool Debt Financing, any Company Note Offer and Consent Solicitation, or any securities issued in lieu thereof, including any “capitalization” (with respect to any Parent Party), “description of notes,” “description of other indebtedness” or “plan of distribution,” any such description to be included in liquidity and capital resources disclosure or other information customarily provided by a lead arranger or an initial purchaser or underwriter, (2) risk factors relating to all or any component of the Financing, the Liverpool Debt Financing, any Company Note Offer and Consent Solicitation or any securities issued in lieu thereof, (3) any other information required by Rules 3-05 (with respect to acquisitions made by the Company or the Company’s Subsidiaries), 3-09, 3-10, 3-16, 13-01 or 13-02 of Regulation S-X under the Securities Act, any Compensation Discussion and Analysis or information required by required by Item 302, 402, 403, 404 or 601 of Regulation S-K under the Securities Act, as such provisions may be subsequently amended or supplemented and any additional related provisions of Regulation S-X or Regulation S-K that may be applicable to Financing, the Liverpool Debt Financing, any Company Note Offer and Consent Solicitation, or any securities issued in lieu thereof as may be implemented and applicable or any information regarding executive compensation and related person disclosure or XBRL exhibits and the executive compensation and related person disclosure rules related to SEC Release Nos. 33-8732A, 34-54302A and IC- 27444A, (4) financial statements or other financial data (including selected financial data) for any period earlier than the fiscal year ended January 28, 2023 in the case of the Company and its Subsidiaries, (5) (A) the effects of purchase accounting or any adjustments related thereto for any applicable transaction, or (B) any tax consideration or use of proceeds disclosure, or (6) projections or other forward-looking statements other than the Projections (clauses (1) through (6), the “Excluded Information”).

(d)            Parent shall be solely responsible for the contents (other than historical information of the Company and its Subsidiaries) and determination of pro forma financial information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information. Any offering materials, presentations, bank information memoranda and other documents prepared by or on behalf of or utilized by Parent, Acquisition Sub or Liverpool, or the Debt Financing Sources or the Liverpool Debt Financing Sources, in connection with the Parent Parties’ financing activities in connection with the transactions contemplated hereby (including any Company Note Offer and Consent Solicitation or Notes Enhancement), which include any information provided by the Company or any of its Affiliates or Representatives, including any offering memorandum, banker’s book, prospectus or similar document used, or any other written offering materials used, in connection with any Debt Financing or Liverpool Debt Financing, shall include a conspicuous and customary disclaimer to the effect that none of the Company or any of its Subsidiaries or any of their respective Representatives have any responsibility for the content of such document and disclaim all responsibility therefor.

(e)            Parent shall promptly upon request reimburse the Company for any reasonable and documented out-of-pocket expenses and costs (including outside attorneys’ fees and disbursements) incurred in connection with the Company’s, its Subsidiaries’ or their respective Representatives’ obligations under this ‎Section 6.12 (it being understood that the reimbursement set forth in this paragraph shall not apply to any fees, costs and expenses that are incurred by, or on behalf of, the Company in connection with its ordinary course financial reporting requirements or which would have been incurred regardless of any cooperation with the Debt Financing, Liverpool Debt Financing or any Company Note Offer and Consent Solicitation); provided that Parent’s reimbursement obligations under this Section 6.12(e), except with respect to any Company Note Offer and Consent Solicitation or any Notes Enhancement, shall only be required to be paid if this Agreement is terminated without the Closing having occurred.

(f)            Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs (including cost of investigation), settlement payments, injuries, liabilities, judgments, awards, penalties, fines, Tax or expenses (including reasonable and documented out-of-pocket attorneys’ fees and disbursements) suffered or incurred by any of them as a result of, or in connection with, the Company’s, its Subsidiaries’ or their respective Representatives’ obligations under this Section 6.12, the Debt Financing, the Liverpool Debt Financing, any Company Note Offer and Consent Solicitation, or any Notes Enhancement, or any information used in connection with the Debt Financing, the Liverpool Debt Financing, any Company Note Offer and Consent Solicitation or any Notes Enhancement and any action taken by any of them at the request of Liverpool, Parent, Acquisition Sub, any Debt Financing Sources or any Liverpool Debt Financing Sources pursuant to this Section 6.12 or otherwise in accordance with this Section 6.12, except, in each case, to the extent such losses, damages, claims, costs (including cost of investigation), settlement payments, injuries, liabilities, judgments, awards, penalties, fines, Tax or expenses (including outside attorneys’ fees and disbursements) arose from the fraud, gross negligence, bad faith, intentional misrepresentation or willful misconduct by of the Company, its Subsidiaries or any of their respective Representatives, as determined in a final, non-appealable judgment of a court of competent jurisdiction.

(g)            Notwithstanding anything herein to the contrary, Parent acknowledges and agrees that a breach of this Section 6.12 shall only constitute a material breach of the Company for purposes of Section 7.2(b) if (i) such breach is a material breach, (ii) Parent has provided the Company with written notice of such material breach (with reasonable specificity as to the basis for such breach and detailing in good faith reasonable steps that the Company could take to comply with this Section 6.12 in order to cure such breach) and the Company has failed to cure such breach in a reasonably timely manner, and (iii) such breach is the proximate cause of the Debt Financing not being consummated.

Section 6.13           Acquisition Sub; Parent Parties.

(a)            During the Pre-Closing Period, Parent shall take all actions necessary to (i) cause Acquisition Sub and the other Parent Parties to perform their respective obligations under this Agreement and under the other Transaction Documents and (ii) ensure that, prior to the Effective Time, Acquisition Sub shall not engage in any activity, conduct any business, incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement or in furtherance of the transactions contemplated by this Agreement and the Financing. Any Consent or waiver by Parent under this Agreement shall be deemed to also be a Consent or waiver by Acquisition Sub.

(b)           Parent hereby guarantees the due, prompt and faithful payment, performance and discharge by Acquisition Sub of, and the compliance by Acquisition Sub with, all of the covenants, agreements, obligations and undertakings of Acquisition Sub under this Agreement in accordance with the terms of this Agreement, and covenants and agrees to take all actions necessary or advisable to ensure such payment, performance and discharge by Acquisition Sub hereunder. Parent shall, immediately following the execution and delivery of this Agreement, approve this Agreement in its capacity as sole shareholder of Acquisition Sub in accordance with applicable Law and the certificate of incorporation and bylaws of Acquisition Sub.

Section 6.14           No Control of the Company’s Business. Nothing contained in this Agreement is intended to give Parent, Acquisition Sub or any of the other Parent Parties, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Section 6.15           Rule 16b-3 Matters. Notwithstanding anything in this Agreement to the contrary, prior to the Effective Time, the Company shall take such further actions, if any, as may be reasonably necessary or appropriate to ensure that the dispositions of equity securities of the Company (including any derivative securities) pursuant to the transactions contemplated by this Agreement by any officer or director of the Company who is subject to Section 16 of the Exchange Act are exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 6.16           Stock Exchange Matters. The Company shall cooperate with Parent to cause the Company’s securities to be de-listed from the NYSE and de-registered under the Exchange Act as soon as practicable following the Effective Time; provided that such de-listing and termination shall not be effective until after the Effective Time.

Section 6.17           Shareholder Litigation. During the Pre-Closing Period, (a) the Company shall promptly advise Parent in writing of any threatened or commenced Action by a shareholder of the Company (other than the Parent Parties) against the Company or its directors or officers (in their capacities as such) arising out of or relating to this Agreement or the transactions contemplated by this Agreement and shall keep Parent reasonably informed regarding any such Action, (b) the Company shall control the defense of such shareholder Action and shall consult with Parent on significant decisions related to the defense, settlement or prosecution of any such shareholder Action (provided, that this obligation shall not require any communication that could reasonably result in a waiver of the attorney-client privilege between the Company and its counsel), and (c) the Company shall not compromise, settle, come to an arrangement regarding or agree to compromise, settle or come to an arrangement regarding any such shareholder Action arising or resulting from the transactions contemplated by this Agreement, or consent to the same without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed). Parent shall promptly advise the Company of any threatened or commenced Action by a shareholder of the Company against Parent, Acquisition Sub or any of the Parent Parties in their capacity as shareholders of the Company arising out of or relating to this Agreement or the transactions contemplated by this Agreement after the date hereof. If such a shareholder Action is commenced, the applicable Parent Party or Parent Parties may, upon written notice to the Company, assume control of the defense of any claim that relates solely to Parent, Acquisition Sub, or any Parent Party in its capacity as a shareholder, and the Company shall have the same consultation and consent rights with respect to such defense as Parent would have with respect to a shareholder Action under the first sentence of this Section 6.17.

Section 6.18           Takeover Laws. Each of the parties hereto shall use all reasonable efforts (a) to take all action necessary so that no Takeover Law is or becomes applicable to restrict or prohibit this Agreement, the Merger or the other transactions contemplated by this Agreement and (b) if any Takeover Law is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement, to take all action necessary so that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize (to the greatest extent possible) the effects of such Takeover Law on this Agreement, the Merger and the other transactions contemplated by this Agreement.

Section 6.19           Repayment of Indebtedness. In connection with and conditioned upon the Effective Time, Parent shall provide and make available to the Company in immediately available funds an amount equal to that which is necessary for the Company and its Subsidiaries to repay and discharge in full all amounts outstanding or otherwise due and owing pursuant to the terms of the Existing Credit Agreement (including, without limitation, the pledge or deposit of cash collateral or issuance of backstop letters of credit in respect of the Company’s or any of its Subsidiaries’ existing letters of credit) (the “Company Debt”) in accordance with the Payoff Letter relating thereto, including accrued interest thereon and all fees and other obligations (including premiums, make-whole amounts, penalties or other charges or amounts that become payable thereunder as a result of the prepayment thereunder or the consummation of the transactions contemplated at the Closing or that may become due and payable at the Effective Time) of the Company or any of its Subsidiaries thereunder (collectively, the “Debt Payoff Amount”) and cause all Liens related to the Debt Payoff Amount to be terminated (other than the pledge or deposit of cash collateral in respect of the Company’s or any of its Subsidiaries’ existing letters of credit) in accordance with the Payoff Letter relating thereto. Subject to Parent’s compliance with the previous sentence, the Company shall pay (or shall cause to be paid) the Debt Payoff Amount to the Persons specified in the relevant Payoff Letter as promptly as practicable following the date the Company receives such Debt Payoff Amount, but no sooner than the Effective Time. The Company shall, on or prior to the Closing Date, provide Parent with a customary payoff letter (the “Payoff Letter”) from the agents on behalf of the financial institutions or other lenders party to the Existing Credit Agreement, which Payoff Letter shall set forth the aggregate amount required to satisfy in full all such indebtedness of the Company or any of its Subsidiaries under the Existing Credit Agreement to be discharged at the Closing, together with pay-off instructions for making such repayment on the Closing Date.

Section 6.20           Special Dividend. Prior to and contingent upon the occurrence of the Closing, the Company shall be permitted to declare in accordance with applicable Law a special cash dividend (the “Special Dividend”) to holders of record of Company Common Stock as of a date that is no later than one trading day prior to the Effective Time in an amount equal to (a) $0.25 per share of Company Common Stock or (b) if such amount would result in the Company Cash on Hand as of immediately prior to the Effective Time being less than $410,000,000 after giving effect to the aggregate amount of the Special Dividend to be paid on the issued and outstanding shares of Company Common Stock, Vested Company Options, Vested Company RSUs, and Vested Company PSUs (such aggregate amount, the “Special Dividend Payment”), the greatest amount per share of Company Common Stock less than $0.25 that would result in there being $410,000,000 in Company Cash on Hand as of immediately prior to the Effective Time after giving effect to the Special Dividend Payment (the “Special Dividend Per Share Amount”). For the avoidance of doubt, if the payment of the Special Dividend in an amount of $0.01 per share of Company Common Stock would cause there to be less than $410,000,000 in Company Cash on Hand as of immediately prior to the Effective Time after giving effect thereto, then there shall be no Special Dividend pursuant to this Agreement.

Article VII

CONDITIONS TO THE MERGER

Section 7.1             Conditions to the Obligations of Each Party. The respective obligations of each party to consummate the Merger are subject to the satisfaction or (to the extent not prohibited by Law) waiver by each of the Company, Parent and Acquisition Sub at or prior to the Effective Time of the following conditions:

(a)            the Requisite Shareholder Approvals shall have been obtained;

(b)            the waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated;

(c)            no court of competent jurisdiction in the United States shall have issued or entered any Order that is then in effect that prohibits, enjoins or makes illegal the consummation of the Merger; and

(d)            no Below Investment Grade Rating Event shall have occurred and is continuing.

Section 7.2             Conditions to Obligations of Parent and Acquisition Sub to Effect the Merger. The obligations of Parent and Acquisition Sub to effect the Merger are, in addition to the conditions set forth in Section 7.1, further subject to the satisfaction or (to the extent not prohibited by Law) waiver by Parent at or prior to the Effective Time of the following conditions:

(a)            (i) each of the representations and warranties of the Company contained in this Agreement (other than the representations and warranties of the Company set forth in the first sentence of Section 4.1(a) (Organization and Qualification; Subsidiaries), Section 4.2(a), (b) and (c) (Capitalization), Section 4.3 (Authority Relative to Agreement), Section 4.9(b) (Absence of Certain Changes or Events), Section 4.19 (Vote Required), and Section 4.20 (Brokers)), without regard to materiality or Company Material Adverse Effect qualifiers contained within such representations and warranties, shall be true and correct as of the date hereof and as the Closing Date as though made as of the Closing Date (except to the extent such representations and warranties expressly relate to another date (in which case such representations and warranties shall be true and correct on and as of such other date)), other than failures to be true and correct as would not, individually or in the aggregate, have a Company Material Adverse Effect; (ii) the representations and warranties of the Company set forth in the first sentence of Section 4.1(a) (Organization and Qualification; Subsidiaries), Section 4.3 (Authority Relative to Agreement), Section 4.19 (Vote Required), and Section 4.20 (Brokers) shall be true and correct in all material respects on the date hereof and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to another date (in which case such representations and warranties shall be true and correct in all material respects on and as of such other date)); (iii) the representations and warranties of the Company set forth in Section 4.2(a), (b) and (c) (Capitalization) shall be true as of the Specified Date in all but de minimis respects and (iv) the representation and warranty of the Company set forth in Section 4.9(b) (Absence of Certain Changes or Events) shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date;

(b)            the Company shall have performed or complied in all material respects with its obligations required under this Agreement to be performed or complied with on or prior to the Closing Date; and

(c)            the Company shall have delivered a certificate to Parent, dated as of the Closing Date and duly executed by a senior executive officer (or similar authorized person) of the Company, certifying to the effect that the conditions set forth in Section 7.2(a) and (b) have been satisfied.

Section 7.3             Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is, in addition to the conditions set forth in Section 7.1, further subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company at or prior to the Effective Time of the following conditions:

(a)            each of the representations and warranties of Parent and Acquisition Sub contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to another date in which case such representations and warranties shall be true and correct in all material respects on and as of such other date);

(b)            Parent and Acquisition Sub shall have performed or complied in all material respects with their respective obligations required under this Agreement to be performed or complied with on or prior to the Closing Date; and

(c)            Parent shall have delivered a certificate to the Company, dated as of the Closing Date and duly executed by a senior executive officer of Parent, certifying to the effect that the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied.

Article VIII

TERMINATION

Section 8.1             Termination. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated at any time prior to the Effective Time, whether before or after the Requisite Shareholder Approvals are obtained (except as otherwise expressly noted), as follows:

(a)            by mutual written consent of each of Parent and the Company;

(b)            by either Parent or the Company, if:

(i)              the Merger shall not have been consummated on or before 5:00 p.m. (New York City time) on September 22, 2025 (the “Outside Date”); provided that the right to terminate this Agreement pursuant to this Section 8.1(b)(i) shall not be available to any party hereto if the failure of such party, and in the case of Parent, including the failure of Acquisition Sub, to perform or comply with any of its obligations contained in this Agreement has been the proximate cause of, or primarily resulted in, the failure of the Closing to have occurred on or before such date;

(ii)             prior to the Effective Time, any court of competent jurisdiction in the United States shall have issued or entered any Order permanently restraining, enjoining or otherwise prohibiting the Merger, and such Order shall have become final and non-appealable;

(iii)            the Requisite Shareholder Approvals shall not have been obtained at the Shareholders’ Meeting duly convened therefor at which this Agreement has been voted upon; provided that the right to terminate this Agreement under this Section 8.1(b)(iii) shall not be available to a party if the failure to obtain the Requisite Shareholder Approvals was primarily due to the failure in any material respect of such party to perform any of its obligations under this Agreement (and in the case of Parent, including the failure of Acquisition Sub to perform any of its obligations under this Agreement or the failure of any Parent Party to perform its obligations under Section 2 of the Rollover and Support Agreements); or

(iv)            a Below Investment Grade Rating Event has occurred and is continuing; provided that the right to terminate this Agreement under this Section 8.1(b)(iv) shall not be available to Parent or the Company until the date that is forty-five (45) days after the Below Investment Grade Rating Event has occurred;

(i)              Parent or Acquisition Sub shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to the failure of any condition set forth in Section 7.3(a) or Section 7.3(b) to be satisfied, (B) has been identified by the Company in a written notice delivered to Parent and (C) is not capable of being cured, or is not cured, by Parent or Acquisition Sub on or before the earlier of (1) the date that is three (3) Business Days prior to the Outside Date or (2) the date that is thirty (30) calendar days following the Company’s delivery of written notice to Parent or Acquisition Sub, as applicable, of such breach; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 8.1(c)(i) if the Company shall have breached, or failed to perform, any of its representations, warranties, covenants or agreements contained in this Agreement, in any case, such that a condition contained in Section 7.2(a) or Section 7.2(b) would not be satisfied;

(ii)             prior to receipt of the Requisite Shareholder Approvals, (A) the Company shall have received a Superior Proposal, (B) the Company Board (acting upon the recommendation of the Special Committee) shall have authorized the Company to enter into a definitive acquisition agreement with respect to such Superior Proposal, (C) the Company shall have complied with Section 6.5(e) in respect of such Superior Proposal and (D) substantially concurrently with such termination, the Company shall have paid (or caused to be paid) to Parent or its designee the Company Termination Fee as specified in Section 8.3(a)(ii); or

(iii)            after the Inside Date, (A) all of the conditions set forth in Section 7.1 and Section 7.2 shall have been satisfied (other than those conditions (1) the failure of which to be satisfied is attributable primarily to a breach or failure to perform by Parent or Acquisition Sub of its representations, warranties, covenants or agreements hereunder or (2) that by their terms are capable of being satisfied only on the Closing Date, so long as such conditions in this clause (2) are at the time of termination capable of being satisfied as if such time were the Closing or (to the extent not prohibited by Law) waived by the party hereto entitled to waive such conditions), (B) the Company shall have notified Parent in writing that all of the conditions set forth in Section 7.1 and Section 7.2 have been satisfied (other than those conditions (1) the failure of which to be satisfied is attributable primarily to a breach or failure to perform by Parent or Acquisition Sub of its representations, warranties, covenants or agreements hereunder or (2) that by their terms are capable of being satisfied only on the Closing Date, so long as such conditions in this clause (2) are at the time of termination capable of being satisfied as if such time were the Closing or (to the extent not prohibited by Law) waived by the party hereto entitled to waive such conditions) and it stands ready, willing and able to consummate the Merger and (C) the Merger shall not have been consummated within three (3) Business Days after the later of (1) delivery of such notice referred to in clause (B) to Parent and (2) the date the Merger was required to be consummated pursuant to Section 2.2; provided that no party shall be permitted to terminate this Agreement pursuant to Section 8.1(b)(i) during the three (3)-Business-Day period following the notice referred to in clause (B) above; or

(d)            by Parent, if:

(i)              at any time prior to obtaining the Requisite Shareholder Approvals, the Company Board or the Special Committee shall have made an Adverse Recommendation Change; provided that Parent’s right to terminate this Agreement pursuant to this Section 8.1(d)(i) shall expire upon the earlier of (x) the Requisite Shareholder Approvals having been obtained and (y) 5:00 p.m. (New York City time) on the tenth (10th) Business Day following the date on which such Adverse Recommendation Change occurs; or

(ii)             the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to the failure of any condition set forth in Section 7.2(a) or Section 7.2(b) to be satisfied, (B) has been identified by the Parent in a written notice delivered to the Company and (C) is not capable of being cured, or is not cured, by the Company on or before the earlier of (1) the date that is three (3) Business Days prior to the Outside Date and (2) the date that is thirty (30) calendar days following Parent’s delivery of written notice to the Company of such breach; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.1(d)(ii) if Parent or Acquisition Sub has breached, or failed to perform, any of its representations, warranties, covenants or agreements in this Agreement, in any case, such that a condition contained in Section 7.3(a) or Section 7.3(b) would not be satisfied.

Section 8.2             Effect of Termination. In the event that this Agreement is validly terminated by either the Company or Parent and the Merger is abandoned pursuant to Section 8.1, written notice thereof shall be given to the other party or parties hereto, specifying the provisions hereof pursuant to which such termination is made, and this Agreement shall forthwith become null and void and of no effect without liability on the part of any party hereto (or any of its Representatives), and all rights and obligations of each party hereto shall cease; provided that no such termination shall relieve any party hereto of any liability, costs, expenses (including attorneys’ fees) or damages of any kind, all which shall be deemed in such event to be damages of such party, in the event of any Intentional Breach prior to such termination, in which case, except as otherwise provided in Section 8.3, the aggrieved party shall be entitled to all remedies available at law or in equity, including as provided in Section 9.7; provided further that the Confidentiality Agreements, the Guaranties, the Rollover and Support Agreements, the expense reimbursement and indemnification obligations contained in Section 6.12 (Financing Cooperation), the representations and warranties set forth in Section 4.24 and Section 5.14, the obligations under the penultimate sentence of Section 6.4(a) (Access to Information; Confidentiality), and the provisions of Section 6.8 (Public Announcements), this Section 8.2 (Effect of Termination), Section 8.3 (Termination Fees; Expenses) and Article IX shall survive any termination of this Agreement pursuant to Section 8.1 in accordance with their respective terms.

Section 8.3             Termination Fees; Expenses.

(a)            Except in the event that this Agreement is validly terminated in a circumstance where any Reverse Termination Fee is payable, in the event that:

(i)              (A) a Third Party has made to the Company or directly to the Company’s shareholders a Competing Proposal after the date of this Agreement, (B) this Agreement is subsequently validly terminated by the Company or Parent pursuant to Section 8.1(b)(iii) and at the time of the Shareholders’ Meeting such Competing Proposal has been publicly announced after the date of this Agreement and has not been rejected or otherwise withdrawn or abandoned and (C) concurrently with or within twelve (12) months after the date of such termination of this Agreement, the Company or any of its Subsidiaries consummates such Competing Proposal or enters into a definitive agreement to effect such Competing Proposal and such Competing Proposal is subsequently consummated; provided that for purposes of clause (C) of this Section 8.3(a)(i), the references to “twenty percent (20%)” in the definition of Competing Proposal shall be deemed to be references to “fifty percent (50%)”;

(ii)             this Agreement is validly terminated by the Company pursuant to Section 8.1(c)(ii); or

(iii)            this Agreement is validly terminated by Parent pursuant to Section 8.1(d)(i),

then the Company shall (A) in the case of clause (i) above, no later than two (2) Business Days following the date of the consummation of such Competing Proposal, or in the case of clause (ii) above, prior to or substantially concurrently with such termination, pay, or cause to be paid, by wire transfer of immediately available funds, at the direction of Parent, the Alternative Transaction Termination Fee and (B) in the case of clause (iii) above, no later than two (2) Business Days after the date of such termination, pay, or cause to be paid, by wire transfer of immediately available funds, at the direction of Parent, the Adverse Recommendation Termination Fee (it being understood that notwithstanding any other provision of this Agreement in no event shall the Company be required to pay either the Alternative Transaction Termination Fee or the Adverse Recommendation Termination Fee on more than one occasion or pay both the Alternative Transaction Termination Fee and the Adverse Recommendation Termination Fee on any occasion).

(b)            In the event this Agreement is terminated (i) by the Company pursuant to Section 8.1(c)(i) or Section 8.1(c)(iii) or by the Company or Parent pursuant to Section 8.1(b)(i) or Section 8.1(b)(ii) at a time when the Company had the right to terminate this Agreement pursuant to Section 8.1(c)(i) or Section 8.1(c)(iii) or (ii) by the Company or Parent pursuant to Section 8.1(b)(iv) or by the Company or Parent pursuant to Section 8.1(b)(i) at a time when a Below Investment Grade Rating Event has occurred and is continuing, then in each case, Parent shall, in the case of termination by (A) Parent, simultaneously with such termination, or (B) the Company, no later than two (2) Business Days after the date of such termination, in the case of clause (A) and (B) above, pay, or cause to be paid, by wire transfer of immediately available funds, at the direction of the Company, (1) in the case of clause (i) above, the Base Reverse Termination Fee or (2) in the case of clause (ii) above, the Downgrade Reverse Termination Fee (it being understood that notwithstanding any other provision of this Agreement in no event shall Parent be required to pay (x) either the Base Reverse Termination Fee or the Downgrade Reverse Termination Fee on more than one occasion or (y) both the Base Reverse Termination Fee and the Downgrade Reverse Termination Fee on any occasion).

(c)            Notwithstanding anything to the contrary set forth in this Agreement, but subject to the Company’s rights set forth in Section 8.2, Section 8.3(e), Section 8.3(h) and Section 9.12, the Company’s receipt in full of the applicable Reverse Termination Fee pursuant to Section 8.3(b) (in circumstances where the Reverse Termination Fee is due pursuant to Section 8.3(b)) and the Additional Obligations (in circumstances where such amounts are due) shall constitute the sole and exclusive monetary remedy of the Company and its Subsidiaries against Parent, Acquisition Sub, the other Parent Parties, the Debt Financing Sources and the Liverpool Debt Financing Sources or any of their respective direct or indirect, former, current or future general or limited partners, shareholders, members, managers, directors, officers, employees, agents, Affiliates or assignees of any of the foregoing (collectively, the “Parent Related Parties”) for all losses and damages suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder, and upon payment of such amount, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement (except that the Parent Parties shall also be obligated with respect to the Company’s rights set forth in Section 8.2, Section 8.3(e), Section 8.3(h) and Section 9.12).

(d)            Notwithstanding anything to the contrary set forth in this Agreement, but subject to Parent’s rights set forth in Section 8.2, Section 8.3(e), Section 8.3(h) and Section 9.12, Parent’s receipt in full of the applicable Company Termination Fee pursuant to Section 8.3(a), in circumstances where the Company Termination Fee is owed pursuant to Section 8.3(a), shall constitute the sole and exclusive monetary remedy of Parent and Acquisition Sub against the Company and its Subsidiaries and any of their respective direct or indirect, former, current or future general or limited partners, shareholders, members, managers, directors, officers, employees, agents, Affiliates or assignees of any of the foregoing (collectively, the “Company Related Parties”) for all losses and damages suffered by any Parent Related Party as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder, and upon payment of such amount, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement (except that the Company shall also be obligated with respect to Parent’s and Acquisition Sub’s rights set forth in Section 8.2, Section 8.3(e), Section 8.3(h) and Section 9.12).

(e)            Notwithstanding Section 8.3(c) and Section 8.3(d), (i) payment of the Reverse Termination Fee pursuant to Section 8.3(b) shall not constitute (A) liquidated damages with respect to any claim for damages or any other claim which the Company would be entitled to assert against Parent, any Parent Related Parties or any of their respective assets in connection with or relating to any such termination of this Agreement in the event of any Intentional Breach by a Parent Party prior to such termination, or (B) the sole and exclusive remedy in connection with or relating to any such termination of this Agreement in the event of any Intentional Breach by a Parent Party prior to such termination and (ii) payment of the Company Termination Fee pursuant to Section 8.3(a) shall not constitute (A) liquidated damages with respect to any claim for damages or any other claim which Parent or Acquisition Sub would be entitled to assert against the Company, any Company Related Parties or any of their respective assets in connection with or relating to any such termination of this Agreement in the event of any Intentional Breach by the Company prior to such termination, or (B) the sole and exclusive remedy in connection with or relating to any such termination of this Agreement in the event of any Intentional Breach by the Company prior to such termination.

(f)            Notwithstanding anything to the contrary in this Agreement or the Transaction Documents, but subject to the Company’s specific performance remedies in Section 9.12 and the Company’s rights under the Confidentiality Agreements, the maximum aggregate liability, whether in equity or at Law, in Contract, in tort or otherwise of the Parent Parties collectively (including monetary damages for Intentional Breach) (i) under this Agreement or any other Transaction Document; (ii) in connection with the failure of the Merger (including the Financing) or the other transactions contemplated hereunder or under the Transaction Documents to be consummated; or (iii) in respect of any representation or warranty made or alleged to have been made in connection with this Agreement or any other Transaction Document, will not exceed under any circumstances an amount equal to the aggregate of (A) the Maximum Liability Amount (inclusive of any amounts paid under the Reverse Termination Fees), (B) any costs, expenses and interest payable pursuant to Section 8.3(h), (C) any reimbursement and indemnification amounts payable pursuant to Section 6.12, and (D) any expenses incurred by the Company in connection with enforcing its rights under the Limited Guaranties (clauses (B) through (D), the “Additional Obligations”).

(g)            Notwithstanding anything to the contrary in this Agreement or the Transaction Documents, but subject to Parent’s specific performance remedies in Section 9.12, the maximum aggregate liability, whether in equity or at Law, in Contract, in tort or otherwise of the Company Related Parties collectively (including monetary damages for Intentional Breach) under this Agreement or any Transaction Document or in respect of any representation or warranty made or alleged to have been made in connection with this Agreement or any Transaction Document, will not exceed under any circumstances an amount equal to the aggregate of (A) the Maximum Liability Amount (inclusive of any amounts paid under the Termination Fees) and (B) any costs, expenses and interest payable pursuant to Section 8.3(h).

(h)            Each of the parties hereto acknowledges that (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement and without these agreements, Parent, Acquisition Sub and the Company would not enter into this Agreement, (ii) each of the Company Termination Fee and the Reverse Termination Fee is not a penalty, but, except as set forth in Section 8.3(e), is liquidated damages, in a reasonable amount that will compensate the Company or Parent, as the case may be, in the circumstances in which such fee is payable, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision and (iii) without these agreements, the parties hereto would not enter into this Agreement. Accordingly, if the Company or Parent, as the case may be, fails to timely pay any amount due pursuant to this Section 8.3 and, in order to obtain such payment, either Parent or the Company, as the case may be, commences a suit that results in a judgment against the other party for the payment of any amount set forth in this Section 8.3, such paying party shall pay the other party its costs and expenses in connection with such suit, together with interest on such amount due pursuant to this Section 8.3 at the annual rate of two percent (2%) plus the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Law. Notwithstanding anything in this Agreement to the contrary, the parties acknowledge and agree that nothing in this Section 8.3 shall be deemed to affect their respective rights under Section 9.12 in order to specifically enforce this Agreement.

Article IX

GENERAL PROVISIONS

Section 9.1             Non-Survival of Representations, Warranties and Agreements. The representations, warranties, covenants and agreements in this Agreement and any instrument delivered pursuant to or in connection with this Agreement by any Person shall terminate at the Effective Time or, except as provided in Section 8.2, upon the termination of this Agreement pursuant to Section 8.1, as the case may be, except that this Section 9.1 shall not limit any covenant or agreement of the parties hereto which by its terms contemplates performance after the Effective Time or after termination of this Agreement, including those contained in Section 6.6 and Section 6.9.

Section 9.2             Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made (a) as of the date delivered, if delivered personally, (b) on the date the delivering party receives an affirmative confirmation (excluding automatic acknowledgement of receipt) from the party to whom notice was intended (or if such affirmative confirmation is not received on the day of delivery, effective on the next Business Day following the date of delivery), if delivered by email as listed below, or (c) one (1) Business Day after being sent by overnight courier (providing proof of delivery), to the intended recipient at the following addresses (or at such other physical or email address for a party as may be specified in a notice given in accordance with this Section 9.2):

if to Parent or Acquisition Sub:

c/o Nordstrom, Inc.

1617 Sixth Avenue,

Seattle, Washington 98101
Phone: (206) 628-2111
Attention: Erik Nordstrom

with copies to (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:              Keith.Trammell@wilmerhale.com

Michael.Gilligan@wilmerhale.com

Attention:        Keith Trammell

Michael Gilligan

and

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

E-mail:              ben.schaye@stblaw.com

jmendez@stblaw.com

Attention:        Benjamin P. Schaye

Juan F. Méndez

if to the Company:

Nordstrom, Inc.

1617 Sixth Avenue

Seattle, Washington, 98101

E-mail:               [**]

Attention:        Ann Munson Steines, Chief Legal Officer, General Counsel and Corporate Secretary

with a copy (which shall not constitute notice) to:

Sidley Austin LLP
1001 Page Mill Road Building 1
Palo Alto, California 94304
Phone: (650) 565-7000
Email:                dzaba@sidley.com
Attention:        Derek Zaba

and

Sidley Austin LLP
One South Dearborn
Chicago, Illinois 60603
Phone: (312) 853-7000
Email:                ggerstman@sidley.com

swilliams@sidley.com

Attention:        Gary Gerstman

Scott R. Williams

For purposes of clarity, any notice required to be provided to Acquisition Sub shall be deemed provided when made to Parent, subject to compliance with the other procedures set forth in this Section 9.2.

Section 9.3             Interpretation; Certain Definitions.

(a)            The parties hereto have participated jointly in the negotiation and drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

(b)            Disclosure of any fact, circumstance or information in any section of the Company Disclosure Letter or Parent Disclosure Letter shall be deemed to be disclosure of such fact, circumstance or information with respect to any other section of the Company Disclosure Letter or Parent Disclosure Letter, respectively, if it is reasonably apparent on the face of such disclosure that such disclosure relates to any such other section. The inclusion of any item in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgment that the information is required to be disclosed or admission or evidence of materiality of such item, nor shall it establish any standard of materiality for any purpose whatsoever.

(c)            The words “hereof,” “herein,” “hereby,” “hereunder” and “herewith” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The use of the word “or” shall not be exclusive, unless context requires otherwise. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” References to articles, sections, clauses, paragraphs, exhibits, annexes and schedules are to the articles, sections, clauses and paragraphs of, and exhibits, annexes and schedules to, this Agreement, unless otherwise specified, and the table of contents and headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” (and words of similar meaning) are used in this Agreement, they shall be deemed to be followed by the phrase “without limitation.” Words describing the singular number shall be deemed to include the plural and vice versa, words denoting any gender shall be deemed to include all genders, words denoting natural persons shall be deemed to include business entities and vice versa, and references to a Person are also to its permitted successors and assigns. The phrases “the date of this Agreement” and “the date hereof” and terms or phrases of similar import shall be deemed to refer to immediately prior to the execution and delivery of this Agreement, unless the context requires otherwise. Terms defined in the text of this Agreement have such meaning throughout this Agreement, unless otherwise indicated in this Agreement, and all terms defined in this Agreement shall have the meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. Any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law and to any rules or regulations promulgated thereunder (in the case of a statute) as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor Laws (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute shall be deemed to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date). All references to “dollars” or “$” refer to currency of the United States of America. All references to “U.S.” or the “United States” are to the United States of America, including its territories and possessions. Any reference to “days” means calendar days unless Business Days are expressly specified. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day.

(d)            Unless otherwise specified, the words “made available to,” “delivered to” or “disclosed to” (or words of similar import) (i) Parent or Acquisition Sub include the documents (a) posted to the VDR, or otherwise provided to Parent or its Representatives in response to a due diligence request from Parent or its Representatives or otherwise, prior to 8:00 p.m. (New York City time) on the day immediately preceding the date of this Agreement or (b) included as an exhibit to the Company SEC Documents filed with, or furnished to, the SEC by the Company prior to the date of this Agreement and (ii) the Company include the documents provided to the Company or its Representatives prior to 8:00 p.m. (New York City time) on the day immediately preceding the date of this Agreement. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree that the Financing, the Rollover, the Liverpool Debt Financing, and any Company Note Offers or Consent Solicitation is the responsibility of Parent and Acquisition Sub and not the Company or any Subsidiary of the Company and that (A) the Company makes no representations or warranties relating to the Financing, the Rollover, the Liverpool Debt Financing, any Company Note Offer and Consent Solicitation or any Notes Enhancement (including whether the Company has authorized the Financing, the Rollover, the Liverpool Debt Financing, any Company Note Offer and Consent Solicitation or any Notes Enhancement or whether any of the transactions contemplated by the Financing, the Rollover, the Liverpool Debt Financing, any Company Note Offer and Consent Solicitation or any Notes Enhancement conflict with or violate any obligation of the Company or any Subsidiary of the Company or Contract to which the Company or any Subsidiary of the Company is a party), (B) except for Section 6.12, none of the covenants of the Company in this Agreement require the Company to take any action relating to the Financing, the Rollover, the Liverpool Debt Financing, any Company Note Offer and Consent Solicitation or any Notes Enhancement and (C) for purposes of the representations and warranties and covenants and obligations of the Company hereunder, the transactions contemplated by this Agreement shall not include the Financing, the Rollover, the Liverpool Debt Financing, any Company Note Offer and Consent Solicitation or any Notes Enhancement. Reference to “other party hereto” or “other parties hereto” when derived from the Company shall mean Parent and Acquisition Sub and shall mean the Company when derived from either Parent or Acquisition Sub.

Section 9.4             Severability. If any term, provision, covenant or restriction of this Agreement or the application thereof to any Person or circumstance is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the Merger be consummated as originally contemplated to the fullest extent possible.

Section 9.5             Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated, in whole or in part, by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective permitted successors and assigns. Any attempted assignment in violation of this Section 9.5 shall be null and void.

Section 9.6             Entire Agreement. This Agreement (including the exhibits, annexes and appendices hereto) constitutes, together with the other Transaction Documents, the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof. Parent and Acquisition Sub acknowledge that an Intentional Breach of a Transaction Document by any of the Parent Parties shall constitute an Intentional Breach of Parent and Acquisition Sub under this Agreement.

Section 9.7             No Third-Party Beneficiaries. Parent, Acquisition Sub and the Company hereby agree that their respective representations, warranties and covenants set forth in this Agreement are solely for the benefit of the other parties to this Agreement and are not intended to and shall not confer upon any Person other than the parties hereto any rights or remedies hereunder (including the right to rely upon the representations and warranties set forth in this Agreement), except for (a) Article III, which, after the Closing, shall be for the benefit of any Person entitled to payment thereunder, (b) Section 6.6 (Directors’ and Officers’ Indemnification and Insurance), which, after the Effective Time, shall be for the benefit of each D&O Indemnified Party, such D&O Indemnified Party’s heirs, executors or administrators and each D&O Indemnified Party’s representatives, (c) with respect to Section 8.3, the Parent Related Parties and the Company Related Parties, respectively, as it relates to the provisions specifically attributable to such Persons, (d) the rights of Affiliates and Representatives of the Company and its Subsidiaries to reimbursement and indemnification under Section 6.12 (Financing Cooperation) and (e) the right of the Company, on behalf of holders of shares of Company Common Stock, Vested Company Options, Vested Company RSUs and Vested Company PSUs (each of whom shall be an express third-party beneficiary of this Agreement to the extent required for this clause (e) to be enforceable) to pursue claims for damages, costs, expenses and liabilities of any kind suffered such persons in the event of an Intentional Breach of this Agreement by Parent or Acquisition Sub and other relief, including equitable relief, for a breach by Parent or Acquisition Sub of its obligations under this Agreement (provided that such holders shall not be entitled to pursue such damages, costs, expenses, liabilities or other relief on their own behalf). The parties agree that the rights of third-party beneficiaries under clauses (a) and (b) of this Section 9.7 shall not arise unless and until the Effective Time occurs. Each of the Persons identified in clauses (a) through (e) of this Section 9.7 shall be an express third-party beneficiary of this Agreement in accordance with such clauses and the provisions referenced therein; provided that the Persons named in clause (a) or (b) of this Section 9.7 shall be entitled to enforce their rights under this Agreement. In the event of an Intentional Breach, the breaching party shall be fully liable for any and all damages, costs, expenses, liabilities of any kind suffered by the other party, which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs and which, in the case of an Intentional Breach by a Parent Party, shall include, in addition to any other remedies available at law or in equity, a payment from Parent or Acquisition Sub in an amount representing, or based on the loss of, the premium the shareholders of the Company would be entitled to receive pursuant to the terms of this Agreement if the Merger were consummated in accordance with the terms hereof, and if, pursuant to the foregoing, the Company is entitled to receive any such payment, the Company shall be entitled to enforce Parent’s and Acquisition Sub’s payment obligation and, upon receipt of any such payment, the Company shall be entitled to retain the amount of such payment so received, in each case, as contemplated by Section 261(a)(1) of the Delaware General Corporation Law as if it were applicable to the Company, but subject to Section 8.3(f) and Section 8.3(g). The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties hereto. Any inaccuracies in such representations and warranties may be subject to waiver by the parties hereto in accordance with Section 9.9 without notice or liability to any other Person. In some instances, the representations and warranties in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, Persons other than the parties hereto may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date. Notwithstanding anything in this Agreement to the contrary, Parent, Acquisition Sub and the Company agree that the Debt Financing Sources and the Liverpool Debt Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions of this Section 9.7, Section 9.8, Section 9.11, Section 9.13 and Section 9.15 and that such Sections (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of such Sections) may not be amended in a manner materially adverse to the Debt Financing Sources or Liverpool Debt Financing Sources without the written consent of the parties to the Debt Commitment Letter or the parties to the Liverpool Debt Commitment Letter, as applicable.

Section 9.8             Amendment. This Agreement may be amended by mutual agreement of the Company and Parent at any time before or after receipt of the Requisite Shareholder Approvals; provided that (a) after the Requisite Shareholder Approvals have been obtained, there shall not be any amendment that by Law or in accordance with the rules of any stock exchange requires further approval by the shareholders of the Company without such further approval of such shareholders; (b) any amendment to this Section 9.8 or Section 8.3, Section 9.4, Section 9.5, Section 9.6, Section 9.7, Section 9.11, Section 9.13 or Section 9.15 or any defined term used therein (or any other provisions of this Agreement to the extent that such amendment would modify the substance of any of the foregoing Sections or any defined terms used therein), in each case to the extent such amendment would adversely affect the rights of a Debt Financing Source or Liverpool Debt Financing Source under such Section, shall also be approved by such parties to the Debt Commitment Letter or the parties to the Liverpool Debt Commitment Letter, as applicable; and (c) no amendment shall be made to this Agreement after the Effective Time. Any such amendment shall be valid only if set forth in an instrument in writing signed by each of the parties hereto.

Section 9.9             Extension; Waiver. At any time prior to the Effective Time, subject to applicable Law, any party hereto may (a) extend the time for the performance for its benefit of any obligation or other act of any other party hereto, (b) waive any breach or inaccuracy in the representations and warranties made to it by another party contained herein or in any document delivered pursuant hereto and (c) waive compliance with any agreement or condition for its benefit contained herein; provided that after obtaining the Requisite Shareholder Approvals, there shall be no extension of or waiver under this Agreement that by Law or in accordance with the rules of any stock exchange require further approval by the shareholders of the Company without such further approval of such shareholders. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party or parties to be bound thereby. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Acquisition Sub in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

Section 9.10           Expenses; Transfer Taxes. Except as expressly set forth herein (including the following sentence), all Expenses shall be paid by the party incurring such Expenses, whether or not such transactions are consummated; provided that Parent shall pay all costs and Expenses in connection with the filings of the notification and report forms under any Antitrust Laws, and any other notices, filings or similar actions to obtain any other Consent of any Governmental Authority, in each case, in connection with the transactions contemplated by this Agreement. Parent or the Company, as applicable, shall timely and duly pay all Transfer Taxes.

Section 9.11           Governing Law.

(a)            Except to the extent the Laws of the State of Washington are mandatorily applicable to the Merger (including under Chapter 23B.13 of the WBCA) and any other transactions contemplated by this Agreement, this Agreement and all Actions (whether based on Contract, tort or otherwise) arising out of or relating to this Agreement or the actions of Parent, Acquisition Sub or the Company in the negotiation, administration, performance and enforcement thereof, shall be governed by, and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

(b)            Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto: (i) agrees that it will not bring or support any Person in any Action before any Governmental Authority of any kind or description, whether at law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Sources or the Liverpool Debt Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof or the financings contemplated thereby, in any forum other than the United States Federal and New York State courts located in New York County, State of New York and (ii) agrees that, except as specifically set forth in the Debt Commitment Letter, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Sources or the Liverpool Debt Financing Sources in any way relating to this Agreement, the Debt Financing, the Liverpool Debt Financing or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York.

Section 9.12           Specific Performance.

(a)            The parties hereto acknowledge and agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties hereto do not perform the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the parties hereto acknowledge and agree that the parties hereto shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof, including the right of a party hereto to cause the other parties hereto to consummate the Merger and the other transactions contemplated by this Agreement (subject to the immediately succeeding sentence), in addition to any other remedy to which they are entitled at law or in equity. Notwithstanding the foregoing, it is explicitly agreed that the right of the Company to an injunction, specific performance or other equitable remedies (i) to enforce Parent’s and Acquisition Sub’s obligations to consummate the Merger and (ii) to enforce Liverpool’s obligation to provide the Equity Financing, in each case shall be subject to the following additional requirements: (A) all conditions set forth in Section 7.1 and Section 7.2 (other than those conditions that by their terms are capable of being satisfied only on the Closing Date, but subject to the satisfaction or, if permissible, waiver of such conditions by the party entitled to waive such conditions) have been satisfied (or waived), (B) the Debt Financing has been funded or would be funded at the Closing in accordance with the terms of the Debt Commitment Letter if the Equity Financing is funded, in each case in an amount that would result in gross proceeds of at least the Funded Debt Amount; (C) the Company Cash on Hand is at least the Company Cash Amount (minus the net proceeds of any Alternative Financing arranged in respect of clause (ii) of Section 6.11(d)), (D) the Company has confirmed in a written notice that (i) the Company is ready, willing and able to consummate the Closing and (ii) if specific performance is granted and the Equity Financing and the portion of the Debt Financing that would result in gross proceeds of at least the Funded Debt Amount are funded, then the Company would take such actions required of it by this Agreement to cause the Closing to occur and (E) Parent and Acquisition Sub have failed to effect the Closing prior to the earlier of the third (3rd) Business Day following the delivery of such confirmation specified in clause (D) above and one (1) Business Day before the Outside Date. Each of the parties hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an injunction or any other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to show proof of actual damages or provide any bond or other security in connection with any such Order.

(b)            To the extent any party hereto brings an Action to specifically enforce the performance of the terms and provisions of this Agreement (other than an Action to enforce specifically any provision that expressly survives the termination of this Agreement) or to specifically enforce the Equity Commitment Letter or the Rollover and Support Agreements, the Outside Date shall automatically be extended to (i) the twentieth (20th) Business Day following the later of the resolution of such Action and the resolution of any Action brought in another jurisdiction seeking enforcement of such Action or (ii) such other time period established by the court presiding over such Action. In the event that the condition set forth in Section 7.1(d) was satisfied at the time that an Action was brought to seek specific performance of Parent’s obligation to effect a Closing, Parent and Acquisition Sub shall not subsequently be permitted to assert the failure of such condition and Parent shall not be entitled to terminate this Agreement pursuant to Section 8.1(b)(iv).

(c)            Each of the parties hereto agrees that nothing set forth in this Agreement shall require a party to institute any Action for (or limit a party’s right to institute any Action for) specific performance under this Section 9.12 prior, or as a condition, to exercising any termination right under Article VIII (and pursuing damages after such termination), nor shall the commencement of any Action seeking remedies pursuant to this Section 9.12 or anything set forth in this Section 9.12 restrict or limit a party’s right to terminate this Agreement in accordance with the terms of Article VIII or pursue any other remedies under this Agreement that may be available then or thereafter, provided, however, that under no circumstances will either party be permitted or entitled to receive both (x) a grant of specific performance that results in the occurrence of the Closing and (y) monetary damages, including the applicable Reverse Termination Fee or Company Termination Fee.

Section 9.13           Consent to Jurisdiction.

(a)            Each of the parties hereto hereby (a) expressly and irrevocably submits to the exclusive personal jurisdiction of the state courts of the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware, in the event any dispute arises out of this Agreement or the transactions contemplated hereby, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any Action relating to this Agreement or the transactions contemplated hereby in any court other than the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware, (d) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement and (e) agrees that each of the other parties hereto shall have the right to bring any Action for enforcement of a judgment entered by the state courts of the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Notwithstanding anything in this Agreement to the contrary, the Company and Parent, their respective Subsidiaries and each of their controlled Affiliates and each Parent Related Party, hereby: (i) agree that any Action, whether in law or in equity, whether in contract or in tort or otherwise, brought against the Debt Financing Sources or the Liverpool Financing Sources, arising out of or relating to, this Agreement or the transactions contemplated by this Agreement, including the Debt Financing and the Liverpool Debt Financing, shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court, (ii) agree that any such Action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement relating to the Debt Financing or the Liverpool Debt Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Commitment Letter or the Liverpool Debt Commitment Letter or in any definitive documentation related to the Debt Financing or the Liverpool Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Washington) and (iii) agree that none of the Debt Financing Sources or Liverpool Financing Sources shall have any liability to any Company Related Party relating to or arising out of this Agreement, the Debt Financing or the Liverpool Debt Financing (other than obligations to the Company or its Subsidiaries arising at or after the Effective Time).

(b)            Each party irrevocably consents to the service of process outside the territorial jurisdiction of the courts referred to in Section 9.13(a) in any such Action by mailing copies thereof by registered or certified United States mail, postage prepaid, return receipt requested, to its address as specified in or pursuant to Section 9.2. However, the foregoing shall not limit the right of a party to effect service of process on the other party by any other legally available method.

Section 9.14           Counterparts. This Agreement may be executed in multiple counterparts, all of which shall together be considered one and the same agreement. Delivery of an executed signature page to this Agreement by electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

Section 9.15           WAIVER OF JURY TRIAL. EACH OF PARENT, ACQUISITION SUB AND THE COMPANY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE MERGER, ANY OF THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ACTIONS OF PARENT, ACQUISITION SUB OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 9.15; PROVIDED, THAT NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, PARENT, ACQUISITION SUB AND THE COMPANY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY SUCH ACTION BROUGHT AGAINST THE DEBT FINANCING SOURCES OR THE LIVERPOOL DEBT FINANCING SOURCES IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE DEBT COMMITMENT LETTER OR THE DEBT FINANCING OR THE TRANSACTIONS CONTEMPLATED THEREBY.

[Remainder of page intentionally left blank; signature page follows.]

IN WITNESS WHEREOF, Parent, Acquisition Sub and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

	NORSE HOLDINGS, INC.

	By:	/s/ Erik B. Nordstrom
		Name:  Erik B. Nordstrom
		Title:    Co-Chief Executive Officer

	NAVY ACQUISITION CO. INC.

	By:	/s/ Erik B. Nordstrom
		Name:  Erik B. Nordstrom
		Title:    President, Treasurer and Secretary

	NORDSTROM, INC.

	By:	/s/ Cathy R. Smith
		Name:  Cathy R. Smith
		Title:    Chief Financial Officer

[Signature Page to Agreement and Plan of Merger]

APPENDIX A

As used in this Agreement, the following terms shall have the following meanings:

“Acquisition Sub” shall have the meaning set forth in the Preamble.

“Action” shall mean any claim, charges, demand, inquiry, action, suit, investigation, inquiries, arbitration, litigation, administrative hearing, enforcement proceeding or other similar proceeding, whether civil, criminal, administrative or investigative, at law or in equity, in each case by or before any Governmental Authority or arbitral body.

“Additional Obligations” shall have the meaning set forth in Section 8.3(f).

“Adverse Recommendation Change” shall have the meaning set forth in Section 6.5(d).

“Adverse Recommendation Termination Fee” shall mean $85,000,000.

“Advisor Engagement Letters” shall have the meaning set forth in Section 4.20.

“Affiliate” shall have the meaning set forth in Rule 12b-2 of the Exchange Act; provided that (i) none of the Parent Parties shall be deemed to be Affiliates of the Company or its Subsidiaries and (ii) the Parent Parties shall be deemed to be Affiliates of Parent and Acquisition Sub.

“Aggregate Merger Consideration” shall mean the product of (x) the number of shares of Company Common Stock issued and outstanding (other than those shares cancelled pursuant to Section 3.1(a)) immediately prior to the Effective Time multiplied by (y) the Merger Consideration.

“Agreement” shall have the meaning set forth in the Preamble.

“Alternative Financing” shall have the meaning set forth in Section 6.11(d).

“Alternative Transaction Termination Fee” shall mean $42,500,000.

“Anti-Corruption Laws” shall have the meaning set forth in Section 4.5(c).

“Anti-Money Laundering Laws” means the applicable anti-money laundering, anti-terrorist financing, and “know your customer” Laws of all jurisdictions where the Company and its Subsidiaries conduct business and the rules and regulations thereunder, including, as applicable, the Bank Secrecy Act, the Money Laundering Control Act, the Currency and Foreign Transactions Reporting Act, The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.

“Antitrust Laws” shall mean the Sherman Act of 1890; the Clayton Act of 1914; the Federal Trade Commission Act of 1914; the HSR Act, and all other federal, state, foreign or supranational Laws or Orders in effect from time to time that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

A-1 

“Articles of Merger” shall have the meaning set forth in Section 2.3(a).

“Bankruptcy and Equity Exception” shall have the meaning set forth in Section 4.3(a).

“Base Reverse Termination Fee” shall mean $170,000,000.

“Below Investment Grade Rating Event” shall have the meanings ascribed thereto in the Senior Notes, except that a Below Investment Grade Rating Event shall be deemed to have not occurred or be continuing for any series of Senior Notes for all purposes under this Agreement (including for the condition set forth in Section 7.1(d) and the right to terminate this Agreement set forth in Section 8.1(b)(iv)) in the event that a Successful Note Offer has occurred. A “Successful Note Offer” shall have occurred when the aggregate principal amount of all series of Senior Notes that have (i) tendered in an Offer to Exchange and been accepted by Parent or Company, as applicable, or (ii) tendered in an Offer to Exchange (in which all conditions to close such Offer to Exchange have otherwise been satisfied or waived other than (x) any condition based on the Merger having occurred or (y) those conditions that by their terms are only capable of being satisfied on the closing date of such Offer to Exchange, which would be satisfied if the closing were to occur as of such date) and do not have withdrawal rights is together at least the amount set forth on Schedule A-1 of the Parent Disclosure Letter.

“Blue Sky Laws” shall mean state securities or “blue sky” laws.

“Book-Entry Shares” shall have the meaning set forth in Section 3.1(b).

“Business Day” shall mean any day other than a Saturday, Sunday or a day on which all banking institutions in New York, New York or Governmental Authorities in the State of Washington are authorized or obligated by Law or executive order to close.

“CARES Act” shall mean the Coronavirus Aid, Relief, and Economic Security Act (including any changes in state or local law that are analogous to provisions of the CARES Act or adopted to conform to the CARES Act) and any legislative or regulatory guidance issued pursuant thereto.

“Certificates” shall have the meaning set forth in Section 3.1(b).

“Closing” shall have the meaning set forth in Section 2.2.

“Closing Date” shall have the meaning set forth in Section 2.2.

“Code” shall mean the Internal Revenue Code of 1986.

“Company” shall have the meaning set forth in the Preamble.

“Company Benefit Plan” shall have the meaning set forth in Section 4.12(a).

A-2 

“Company Board” shall have the meaning set forth in the Recitals.

“Company Bylaws” shall have the meaning set forth in Section 4.1(a).

“Company Cash Amount” shall mean (i) $410,000,000 plus (ii) the Special Dividend Payment, if the Special Dividend is declared by the Company, minus (iii) the amount of expenses and costs for which the Company is entitled to be reimbursed under Section 6.12 that have not been paid to the Company.

“Company Cash on Hand” shall mean all available cash of the Company and its Subsidiaries, in each case determined in accordance with GAAP applied based on the Company’s historic practices and accounting policies and expressed in U.S. dollars; provided that the amount of cash deposited by the Company or its Subsidiaries with the Paying Agent in accordance with Section 3.2(a)(ii) and any cash deposited with the Company’s transfer agent in connection with payment of the Special Dividend shall be deemed to be Company Cash on Hand.

“Company Charter” shall have the meaning set forth in Section 4.1(a).

“Company Common Stock” shall have the meaning set forth in the Recitals.

“Company Debt” shall have the meaning set forth in Section 6.19.

“Company Disclosure Letter” shall mean the disclosure letter delivered by the Company to Parent concurrently with or prior to the execution of this Agreement, including the documents attached thereto or incorporated by reference therein (it being agreed that disclosure of any item in any section or subsection of the Company Disclosure Letter shall be deemed to be disclosed with respect to the corresponding section or subsection of this Agreement and any other section or subsection in this Agreement to which the relevance of such item is reasonably apparent on the face of such disclosure).

“Company Intellectual Property Rights” shall have the meaning set forth in Section 4.14(a).

“Company IT Assets” shall mean the computer systems, software and software platforms, hardware, electronic data processing and telecommunications networks, databases, websites, servers, routers, hubs, switches, circuits, networks, data communications lines and all other information technology infrastructure and equipment, including any outsourced systems and processes (“IT Assets”), in each case, that are used by the Company or any of its Subsidiaries in connection with the operation of the business of the Company and its Subsidiaries.

A-3 

“Company Material Adverse Effect” shall mean any change, event, effect or circumstance (each an “Effect”) which has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole; provided that none of the following, and no Effect arising out of or resulting from the following, shall constitute or be taken into account in determining whether there has been, or would reasonably expect to be, a Company Material Adverse Effect: (i) any Effect generally affecting the industries, businesses or markets in which the Company or its Subsidiaries operate; (ii) any development or change in any Law or GAAP (or changes in interpretations of any Law or GAAP) and, to the extent relevant to the business of the Company and its Subsidiaries, in any legal or regulatory requirement or condition or the regulatory enforcement environment; (iii) general economic, regulatory or political conditions (or changes therein) or conditions (or changes therein or disruptions thereof) in the U.S. or global economy or financial, credit, banking, securities, debt or other capital markets (including changes in interest or currency exchange rates, any suspension of trading in securities generally on the NYSE, and any anti-dumping actions, international tariffs, sanctions, trade policies or disputes or any “trade war” or similar actions); (iv) any acts of God, natural disasters, force majeure events, terrorism, sabotage, armed hostilities, civil unrest, declared or undeclared acts of war, Pandemics (including, for the avoidance of doubt, any Pandemic Measures) or any escalation or worsening of any of the foregoing; (v) any seasonal fluctuations materially consistent with historical seasonal fluctuations affecting the business of the Company or its Subsidiaries; (vi) the negotiation, execution, announcement, consummation, existence or pendency of this Agreement or the transactions contemplated hereby, including by reason of (A) the identity of, or any facts or circumstances relating to, any Parent Party, (B) the plans or intentions of the Parent Parties with respect to the conduct of the business or the operations or strategy of the Company or any of its Subsidiaries following the Effective Time, (C) the failure to obtain any Consent of a Third Party, or any loss or diminution of rights or privileges, or any creation of, increase in or acceleration of obligations, pursuant to Contract or otherwise, in connection with the transactions contemplated by this Agreement or (D) the impact of any of the foregoing in this clause (vi) on any existing or potential relationships (contractual or otherwise) with suppliers, vendors, resellers, customers, distributors, creditors, employees, investors or other business partners of the Company or its Subsidiaries or any other Third Party, provided that no effect shall be given to this clause (vi) for purposes of the representation and warranty in Section 4.4(a); (vii) any action taken by or on behalf of the Company pursuant to, or required by, the explicit terms of this Agreement or with the prior written consent or at the prior written direction of Parent or Acquisition Sub; (viii) (A) any changes in the market price or trading volume of the Company Common Stock, (B) any failure by the Company or its Subsidiaries to meet any public estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period or any internal budgets, plans, projections or forecasts of its revenues, earnings or other financial performance or results of operations or (C) any changes in credit ratings and any changes in any analysts’ recommendations or ratings with respect to the Company or any of its Subsidiaries or any securities or indebtedness issued thereby (provided that the facts or occurrences giving rise to or contributing to such changes or failure referenced in this clause (viii) that are not otherwise excluded from the definition of “Company Material Adverse Effect” may be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect); or (ix) any Action threatened or initiated by current or former shareholders or other securityholders of the Company against the Company, any of its Subsidiaries or any of their respective officers or directors, in each case, arising out of or relating to the execution or performance of this Agreement or the transactions contemplated hereby; provided that with respect to clauses (i), (ii), (iii) and (iv), such Effects may be taken into account to the extent they materially and disproportionately adversely affect the Company and its Subsidiaries, taken as a whole, compared to other companies operating primarily in the same industries in which the Company and its Subsidiaries operate.

A-4 

“Company Material Contract” shall have the meaning set forth in Section 4.16(a).

“Company Note Offer and Consent Solicitation” shall have the meaning set forth in Section 6.12(b).

“Company Options” shall have the meaning set forth in Section 3.3(a)(i).

“Company Permits” shall have the meaning set forth in Section 4.5(a).

“Company Recommendation” shall mean the recommendation of each of the Company Board, acting upon the recommendation of the Special Committee, and the Special Committee that the shareholders of the Company vote in favor of approving this Agreement.

“Company Related Parties” shall have the meaning set forth in Section 8.3(d).

“Company SEC Documents” shall have the meaning set forth in Section 4.6(a).

“Company Stock Plans” shall mean the Company’s 2019 Equity Incentive Plan and the Company’s 2010 Equity Incentive Plan, each as amended.

“Company Stock Purchase Plan” shall mean the Company’s Employee Stock Purchase Plan, as amended and restated.

“Company Termination Fee” shall mean the Alternative Transaction Termination Fee and the Adverse Recommendation Termination Fee.

“Competing Proposal” shall have the meaning set forth in Section 6.5(h)(i).

“Confidentiality Agreements” shall mean, together, the Family Confidentiality Agreement and the Liverpool Confidentiality Agreement.

“Consent” shall have the meaning set forth in Section 4.4(b).

“Consent Solicitation” shall have the meaning set forth in (a).

“Continuation Period” shall have the meaning set forth in Section 6.9(a).

“Continuing Employees” shall have the meaning set forth in Section 6.9(a).

“Contract” shall mean any written contract, subcontract, lease, sublease, conditional sales contract, license, indenture, note, bond, loan, instrument, understanding, permit, concession, franchise, commitment or other agreement (excluding any purchase order, sales order, task order, work order or delivery order).

“control” (including the terms “controlled by” and “under common control with”) shall mean, with respect to a Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, as trustee or executor, by Contract or credit arrangement or otherwise.

A-5 

“Converted Option Cash Award” shall have the meaning set forth in Section 3.3(a)(ii).

“Converted PSU Award” shall have the meaning set forth in Section 3.3(c)(ii).

“Converted RSU Award” shall have the meaning set forth in Section 3.3(b)(ii).

“D&O Indemnified Parties” shall have the meaning set forth in Section 6.6(a).

“Debt Commitment Letter” shall have the meaning set forth in Section 5.7(a).

“Debt Financing” shall have the meaning set forth in Section 5.7(a).

“Debt Financing Sources” shall mean the entities that have committed to arrange or provide or otherwise entered into agreements to commit to arrange or provide all or any portion of the Debt Financing or any Alternative Financing, including the parties to any commitment letters (including the Debt Commitment Letter), joinder agreements, indentures or credit agreements entered into pursuant thereto or relating thereto, together with their respective Affiliates, and their respective Affiliates’ former, future or current direct or indirect equity holders, controlling Persons, general or limited partners, members, shareholders, officers, directors, managers, employees, agents, attorneys, advisors, and representatives and their respective successors and assigns. Notwithstanding anything in this Agreement to the contrary, none of the Parent Parties shall be considered Debt Financing Sources.

“Debt Payoff Amount” shall have the meaning set forth in Section 6.19.

“Deferred Compensation Plans” shall mean the Company’s Deferred Compensation Plan, the Company’s Supplemental Executive Retirement Plan and the Company’s Directors Deferred Compensation Plan, each as amended.

“director” shall mean any member of the board of directors or any similar governing body.

“Dissenting Shareholder” shall have the meaning set forth in Section 3.5.

“Dissenting Shares” shall have the meaning set forth in Section 3.5.

“Downgrade Reverse Termination Fee” shall mean $100,000,000.

“Effective Time” shall have the meaning set forth in Section 2.3(a).

“Environmental Laws” shall mean all Laws and Orders concerning pollution, public or worker health or safety (to the extent relating to Hazardous Substances), or protection of the environment (including those relating to the use, handling, transport, treatment, storage or Release of any Hazardous Substance).

A-6 

“Environmental Permits” shall mean any permit, registration, license or other authorization required under any applicable Environmental Law.

“Equity Commitment Letter” shall have the meaning set forth in the Recitals.

“Equity Financing” shall have the meaning set forth in the Recitals.

“ERISA” shall have the meaning set forth in Section 4.12(a).

“ERISA Affiliate” shall mean, for any Person, each trade or business, whether or not incorporated, that, together with such Person, would be deemed a “single employer” within the meaning of Section 4001(b) of ERISA or Section 414 of the Code.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Exchange Fund” shall have the meaning set forth in Section 3.2(a)(ii).

“Excluded Information” shall have the meaning set forth in Section 6.12(c).

“Existing Credit Agreement” shall mean that certain Revolving Credit Facility, dated as of May 6, 2022, by and among the Company, the lenders from time to time party thereto, the issuing banks from time to time party thereto and Wells Fargo Securities, LLC, as administrative agent, as amended, restated, amended and restated, refinanced, replaced, supplemented or otherwise modified from time to time.

“Existing D&O Insurance Policies” shall have the meaning set forth in Section 6.6(c).

“Expenses” shall mean all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a party hereto and its Affiliates) incurred by a party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement, the Rollover and Support Agreements, the Equity Commitment Letter, the Debt Commitment Letter, the Guaranties, and the other contracts, documents and instruments related to this Agreement and the transactions contemplated hereby, the preparation, printing, filing and mailing of the Proxy Statement and all SEC and other regulatory filing fees incurred in connection with the Proxy Statement, the solicitation of shareholder approvals, any filing with, and obtaining of any necessary action or non-action or Consent from any Governmental Authority, including pursuant to any Antitrust Laws, engaging the services of the Paying Agent, any other filings with the SEC and all other matters related to the Closing and the other transactions contemplated by this Agreement.

“Family Confidentiality Agreement” shall mean that certain nondisclosure confidentiality agreement, dated as of April 17, 2024, by and among Erik B. Nordstrom, Peter E. Nordstrom, and certain related trusts and the Company and related joinders.

“Family Group” shall mean the Persons listed on Schedule A-2 of the Parent Disclosure Letter.

A-7 

“Final Exercise Date” shall have the meaning set forth in Section 3.3(f).

“Financing” shall have the meaning set forth in Section 5.7(a).

“Financing Commitments” shall have the meaning set forth in Section 5.7(a).

“Financing Sources” shall mean the Debt Financing Sources and Liverpool.

“Funded Debt Amount” shall mean the least of (i) $450,000,000, (ii) an amount sufficient to enable Parent and Acquisition Sub to pay the Funding Obligations required to be paid on the Closing Date (assuming receipt of the gross proceeds of the Equity Financing and the use of all Company Cash on Hand in excess of $100,000,000), and (iii) the amount of the Debt Financing requested to be funded by Parent in a notice to the Debt Financing Sources.

“Funding Obligations” shall have the meaning set forth in Section 5.7(b).

“Funds” shall have the meaning set forth in Section 5.7(b).

“GAAP” shall mean U.S. generally accepted accounting principles.

“Governmental Authority” shall mean any United States (federal, state or local) or foreign government, multi-national, national, federal, regional, state, provincial or local court, legislature, or any governmental, regulatory, self-regulatory authority, judicial or administrative authority, agency or commission, or other similar governmental authority, body, tribunal or subdivision thereof of competent jurisdiction.

“Guaranties” shall have the meaning set forth in the Recitals.

“Guarantors” shall have the meaning set forth in the Recitals.

“Hazardous Substances” shall mean any substance, material, chemical or waste that is defined as or included in the definition of, “hazardous substance”, “hazardous waste”, “hazardous material”, “toxic substance”, “pollutant” or “contaminant” (or for which liability or standards of conduct can be imposed) under any Environmental Law, including petroleum, asbestos, radioactive materials, per- and polyfluoroalkyl substances, lead and polychlorinated biphenyls.

“HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations thereunder.

“Inside Date” shall mean sixty (60) days after the date hereof.

“Insurance Policy” shall have the meaning set forth in Section 4.22.

“Intellectual Property Rights” shall have the meaning set forth in Section 4.14(a).

A-8 

“Intentional Breach” shall mean a material breach of any Transaction Document that is a consequence of an intentional act, or intentional failure to act, undertaken by the breaching party with the actual knowledge that the taking of such intentional act, or intentional failure to act, will, or will reasonably be expected to, cause such material breach. An Intentional Breach by a party shall include a party’s not consummating the Closing at the time the Closing is required to be consummated in accordance with Section 2.2; provided that Parent’s failure to effect the Closing following the occurrence and during the continuation of a Below Investment Grade Rating Event, or when the criteria set forth in clauses (B) and (C) of Section 9.12(a) are not present, shall not in and of itself constitute an Intentional Breach.

“Intervening Event” shall have the meaning set forth in Section 6.5(h)(iii).

“IRS” shall have the meaning set forth in Section 4.12(a).

“Knowledge” shall mean the actual (but not constructive or imputed) knowledge, without independent investigation, of (i) for the Company, each of the individuals listed on Appendix A of the Company Disclosure Letter and (ii) for Parent, each of the directors and officers of Parent and Acquisition Sub.

“Law” shall mean any and all domestic (federal, state or local) or foreign laws (including common law), rules, statutes, directives, constitutions, treaties, conventions, ordinances, mandates, codes, regulations, orders, judgments or decrees or other similar requirements enacted, adopted, promulgated or applied by any Governmental Authority, including any Pandemic Measures.

“Leased Real Property” shall mean all real property leased or subleased (whether as tenant or subtenant) by the Company or any of its Subsidiaries.

“Lien” shall mean liens, license, claims, mortgages, encumbrances, pledges, security interests, adverse ownership interests or charges of any kind.

“Liverpool” shall mean El Puerto de Liverpool S.A.B. de C.V.

“Liverpool Confidentiality Agreement” shall mean that certain nondisclosure confidentiality agreement, dated as of December 14, 2023, by and between Liverpool and the Company.

“Liverpool Debt Financing” means (i) the senior unsecured bridge facility incurred pursuant to that certain debt commitment letter, dated as of the date hereof, by and among Liverpool and JPMorgan Chase Bank, N.A. (the “Liverpool Debt Commitment Letter”) or (ii) a broadly-marketed underwritten offering of debt securities under Rule 144A or Regulation S promulgated under the Securities Act.

“Liverpool Debt Financing Sources” shall mean the entities that have committed to arrange or provide or otherwise entered into agreements to commit to arrange or provide all or any portion of the Liverpool Debt Financing, including the parties to any commitment letters, joinder agreements, indentures or credit agreements entered into pursuant thereto or relating thereto together with their respective Affiliates, and their and their respective Affiliates’ former, future or current direct or indirect equity holders, controlling Persons, general or limited partners, members, shareholders, officers, directors, managers, employees, agents, attorneys, advisors, and representatives and their respective successors and assigns. Notwithstanding anything in this Agreement to the contrary, none of the Parent Parties shall be considered Liverpool Debt Financing Sources.

A-9 

“Malicious Code” shall mean any (i) “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” “ransomware” or “worm” (as such terms are commonly understood in the software industry) or (ii) other code designed or intended to have, or capable of performing, any of the following functions: (a) disrupting, disabling, harming, interfering with or otherwise impeding in any manner the operation of, or providing unauthorized access to, a Company IT Asset on which such code is stored or installed; or (b) damaging or destroying any data or file without the user’s consent.

“Maximum Amount” shall have the meaning set forth in Section 6.6(c).

“Maximum Liability Amount” shall mean $300,000,000.

“Merger” shall have the meaning set forth in the Recitals.

“Merger Consideration” shall have the meaning set forth in Section 3.1(b).

“New Debt Commitment Letter” shall have the meaning set forth in Section 6.11(d).

“New Plans” shall have the meaning set forth in Section 6.9(d).

“Notice of Adverse Recommendation” shall have the meaning set forth in Section 6.5(e)(iii).

“Notes Enhancements” shall mean the Notes Security Grant and any Notes Guarantee.

“Notes Guarantee” shall mean any guarantees provided by the Company’s Subsidiaries for the benefit of the holders of the Senior Debt in connection with the Notes Security Grant.

“Notes Security Grant” shall mean an amendment of the Senior Debt, the indentures under which they are issued and/or entering into a security agreement and related arrangements to provide the Senior Debt with collateral on the terms and conditions presented to the Rating Agencies by Parent (which terms and conditions are reflected in written materials made available to the Company).

“NYSE” shall mean the New York Stock Exchange.

“Offer and Consent Solicitation Documents” shall have the meaning set forth in Section 6.12(b).

“Offer to Exchange” shall have the meaning set forth in Section 6.12(b).

“Old Plans” shall have the meaning set forth in Section 6.9(d).

A-10 

“Open Source Software” shall mean any software licensed, provided or distributed under any open-source or similar license, including any license meeting the Open Source Definition (as promulgated by the Open Source Initiative) or the Free Software Definition (as promulgated by the Free Software Foundation) (including the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), BSD licenses, the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), the Sun Industry Standards License (SISL), Open Source Initiative and the Apache License).

“Order” shall mean any order, verdict, decision, writ, rule, ruling, directive, stipulation, determination, decree, settlement, judgment or injunction made, issued or entered by or with any Governmental Authority, whether preliminary, interlocutory or final.

“Other Required Filing” shall have the meaning set forth in Section 6.2(b).

“Outside Date” shall have the meaning set forth in Section 8.1(b)(i).

“Owned Real Property” shall mean all real property owned by the Company or any of its Subsidiaries, together with all buildings, improvements and fixtures located thereon and all appurtenances thereto.

“Pandemic” shall mean any outbreak, epidemics or pandemic relating to any virus (including influenza, SARS-CoV-2 or COVID-19), or any variants, evolutions or mutations thereof, and any further epidemics or pandemics arising therefrom.

“Pandemic Measures” shall mean any workforce reduction, quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, safety or similar Law, directive, guidelines or recommendations promulgated by any industry group or any Governmental Authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with, related to or in response to any Pandemic, including the CARES Act and the Families First Coronavirus Response Act or any disaster plan of the Company or any change in applicable Laws related to in connection with or in response to a Pandemic.

“Parent” shall have the meaning set forth in the Preamble.

“Parent Disclosure Letter” shall mean the disclosure letter delivered by Parent to the Company simultaneously with the execution of this Agreement (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed to be disclosed with respect to the corresponding section or subsection of this Agreement and any other section or subsection in this Agreement to which the relevance of such item is reasonably apparent on the face of such disclosure).

“Parent Material Adverse Effect” shall mean any Effect which, individually or in the aggregate, has prevented or materially delayed or materially impaired or would reasonably be expected to prevent or materially delay or materially impair, the ability of Parent or Acquisition Sub to consummate the Merger and the other transactions contemplated by this Agreement.

A-11 

“Parent Party” or “Parent Parties” shall mean Parent, Acquisition Sub, the Family Group, Liverpool and their respective Affiliates.

“Parent Related Parties” shall have the meaning set forth in Section 8.3(c).

“Paying Agent” shall have the meaning set forth in Section 3.2(a).

“Paying Agent Agreement” shall have the meaning set forth in Section 3.2(a).

“Payoff Letter” shall have the meaning set forth in Section 6.19.

“Permitted Liens” shall mean (a) any Lien for Taxes, utilities, landlords and other governmental charges not yet due and payable or that are being contested in good faith by any appropriate proceedings and for which adequate accruals or reserves have been established in accordance with GAAP, (b) Liens securing indebtedness or liabilities that are reflected in the Company SEC Documents or incurred in the ordinary course of business since the end of the most recent fiscal year for which an Annual Report on Form 10-K has been filed by the Company with the SEC and Liens securing indebtedness or liabilities that have otherwise been disclosed to Parent in writing, (c) such Liens or other imperfections of title, if any, that do not materially impair the value, occupancy or use of the Real Property in the conduct of the business of the Company and its Subsidiaries, including (i) easements or claims of easements whether or not shown by the public records, boundary line disputes, overlaps, encroachments and any matters not of record which would be disclosed by an accurate survey or a personal inspection of the property, (ii) any rights of parties in possession, (iii) any supplemental Taxes or assessments not shown by the public records which, in each case, are not yet due and payable or that are being contested in good faith by any appropriate proceedings and for which adequate accruals or reserves have been established in accordance with GAAP (iv) title to any portion of the premises lying within the right of way or boundary of any public road or private road, (v) Liens imposed or promulgated by Laws with respect to Real Property and improvements, including zoning regulations, permits, licenses, utility easements, rights of way and similar Liens imposed or promulgated by any Governmental Authority which are not violated in any material respect, and (vi) non-monetary Liens disclosed on existing title policies, title reports or existing surveys made available to Parent prior to the date hereof, (d) mechanics’, carriers’, workmen’s, repairmen’s, materialmen’s, warehousemen’s, suppliers’, cashiers’, landlords’ and similar Liens incurred in the ordinary course of business or arising by operation of law or that are not otherwise material, (e) Liens securing acquisition financing with respect to the applicable asset, including refinancings thereof, (f) non-exclusive licenses or other grants of Intellectual Property Rights in the ordinary course of business, (g) covenants, conditions, restrictions, rights of way, servitudes, encroachments, permits and oil, gas, mineral and any mining reservations, rights, licenses and leases that do not materially impair the value, occupancy or use of the Real Property, (h) pledges or deposits made in the ordinary course of business to secure payments of worker’s compensation, unemployment insurance or other types of social security benefits or the performance of bids, tenders, sales, Contracts, public or statutory obligations, and surety, stay, appeal, customs or performance bonds, in each case, arising in the ordinary course of business, (i) Liens resulting from securities Laws, (j) Liens incurred in the ordinary course of business in connection with any purchase money security interests, equipment leases or similar financing arrangements, (k) Liens created by (or at the request of) Parent, Acquisition Sub or any of the other Parent Parties, (l) Liens that will be removed prior to or at the Effective Time, (m) Liens securing obligations in connection with the Existing Credit Agreement, (n) Liens created by or resulting from any suit, claim, action or proceeding which is not otherwise a violation of the representations set forth in Article IV, (o) Liens that affect the underlying fee interest of any Leased Real Property not granted by the Company or any of its Subsidiaries, and (p) Liens that would not, individually or in the aggregate, reasonably be expected to have Company Material Adverse Effect.

A-12 

“Person” shall mean an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a Governmental Authority.

“Personal Data” shall mean data or information that (a) identifies or is reasonably capable of being associated with or identifying a natural person or (b) is defined as “personal data,” “personal information,” “personally identifiable information,” “protected health information”, “consumer health data” or a similar term under any Privacy Obligations.

“Pre-Closing Period” shall have the meaning set forth in Section 6.1.

“Pre-Release Information” shall have the meaning set forth in Section 6.12(a).

“Privacy Obligations” shall mean, to the extent applicable to the Company or its Subsidiaries, all (a) Laws and binding industry standards related to cybersecurity and the creation, processing, receipt, collection, maintenance, storage, transmission, transfer, disclosure and/or use of Personal Data, including HIPAA, (b) publicly facing privacy policies of the Company or its Subsidiaries or (c) material contractual requirements or obligations that in each case pertain to data privacy, cybersecurity or restrictions or obligations related to the collection or processing of Personal Data (including any security breach notification requirements).

“Projections” shall mean pro forma projections consisting of consolidated balance sheets and related consolidated statements of earnings and cash flows of the Company and its Subsidiaries covering the fiscal quarter in which the Closing Date occurs and the next three fiscal quarters thereafter and presented on a quarterly basis

“Proxy Statement” shall have the meaning set forth in Section 4.7.

“PSU Award” shall have the meaning set forth in Section 3.3(c)(i).

“Rating Agencies” shall mean Moody’s Investors Service Inc., and any successor to its rating agency business, S&P Global Ratings, a division of S&P Global, Inc. and any successor to its rating agency business, Fitch Ratings Limited, and any successor to its rating agency business, and any other “Rating Agency” as defined under the indenture for the Senior Notes.

“Real Property” shall mean the Owned Real Property and Leased Real Property.

A-13 

“Real Property Leases” shall have the meaning set forth in Section 4.17(b).

“Release” shall mean any release, spill, emission, emptying, escaping, leaking, pumping, pouring, injection, deposit, disposal, discharge, dispersal, dumping or leaching into the environment.

“Representatives” shall mean, as to any Person, such Person’s Affiliates and its and their respective directors, officers, employees, agents, advisors, consultants, representatives and controlling Persons and any representatives of the foregoing; provided that no member of the Family Group shall be deemed to be Representatives of the Company or its Subsidiaries for the purposes of this Agreement.

“Required Financial Statements” shall mean the (a) audited consolidated balance sheets and related consolidated statements of earnings, of shareholders’ equity and of cash flows of the Company and its Subsidiaries for the three most recent fiscal years ended at least 90 days prior to the Closing Date and (b) unaudited consolidated balance sheets and related consolidated statements of earnings, of shareholders’ equity and of cash flows of the Company and its Subsidiaries for each subsequent fiscal quarter ended at least 60 days before the Closing Date, other than the last fiscal quarter of any fiscal year.

“Requisite Shareholder Approvals” shall have the meaning set forth in Section 4.19.

“Reverse Termination Fee” shall mean the Downgrade Reverse Termination Fee or the Base Reverse Termination Fee.

“Rollover” shall have the meaning set forth in the Recitals.

“Rollover and Support Agreements” shall have the meaning set forth in the Recitals.

“Rollover Shares” shall have the meaning set forth in the Recitals.

“RSU Award” shall have the meaning set forth in Section 3.3(b)(i).

“Sanctioned Country” shall mean any country or region subject to economic sanctions or trade restrictions of the United States, the United Kingdom, the European Union or the United Nations that broadly prohibit or restrict dealings with such country or region (as of the date hereof, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called “Donetsk People’s Republic” and the so-called “Luhansk People’s Republic” regions of Ukraine and the non-government controlled areas of the Zaporizhzhia and Kherson regions of Ukraine).

“Sanctioned Person” shall mean (i) any Person identified in any sanctions list maintained by the U.S. government, including the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union, any member state of the European Union or the United Kingdom; (ii) any Person located, organized, or resident in any Sanctioned Country; and (iii) any Person directly or indirectly owned 50% or more by, controlled by or acting for the benefit or on behalf of a Person described in clauses (i) or (ii).

A-14 

“Schedule 13E-3” shall have the meaning set forth in Section 4.7.

“SEC” shall mean the Securities and Exchange Commission.

“Secretary” shall have the meaning set forth in Section 2.3(a).

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Senior Employee” shall have the meaning set forth in Section 6.1(E).

“Senior Debentures” shall mean the Company’s senior debentures issued under that certain Indenture by and between the Company and Norwest Bank Colorado, National Association, as Trustee, dated as of March 10, 1998, including the 6.95% Senior Debentures due 2028.

“Senior Debt” shall mean the Senior Debentures and the Senior Notes.

“Senior Notes” shall mean the Company’s senior notes issued under that certain Indenture by and between the Company and Wells Fargo Bank, National Association, dated as of December 3, 2007, including the Company’s 4.000% senior notes due 2027, 4.375% senior notes due 2030, 4.250% senior notes due 2031, 5.000% senior notes due 2044 and 7.00% senior notes due 2038.

“Shareholder Rights Agreement” shall mean that certain Shareholder Rights Agreement, dated as of September 19, 2022, by and between the Company and Computershare Trust Company, N.A., as Rights Agent, as amended by that certain First Amendment, dated as of August 21, 2023, that certain Second Amendment, dated as of September 3, 2024, and that certain Third Amendment, dated as of December 22, 2024.

“Shareholders’ Meeting” shall have the meaning set forth in Section 6.2(c).

“Solvent” shall have the meaning set forth in Section 5.12.

“Special Committee” shall have the meaning set forth in the Recitals.

“Special Dividend” shall have the meaning set forth in Section 6.20.

“Special Dividend Payment” shall have the meaning set forth in Section 6.20.

“Special Dividend Per Share Amount” shall have the meaning set forth in Section 6.20.

“Specified Date” shall have the meaning set forth in Section 4.2(a).

“Stock Unit” shall mean a notional unit credited to an account under a Deferred Compensation Plan that is measured by reference to a share of Company Common Stock.

A-15 

“Stub Period Dividend” shall have the meaning set forth in Section 6.1(D).

“Subsidiary” of any Person shall mean any corporation, partnership, joint venture or other legal entity of which such Person (either above or through or together with any other subsidiary) owns, directly or indirectly, more than fifty percent (50%) of the stock or other equity interests, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

“Superior Proposal” shall have the meaning set forth in Section 6.5(h)(ii).

“Surviving Corporation” shall have the meaning set forth in Section 2.1.

“Tail Coverage” shall have the meaning set forth in Section 6.6(c).

“Takeover Laws” shall have the meaning set forth in Section 4.23.

“Tax” or “Taxes” shall mean any and all taxes, fees, levies, duties, tariffs, imposts and other similar charges (together with any and all interest, penalties and additions to tax) imposed by any Governmental Authority, including taxes or other charges on or with respect to income, franchises, windfall or other profits, gross receipts, real property, personal property, sales, use, capital stock, payroll, employment, social security, workers’ compensation, unemployment compensation or net worth; taxes or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value added or gains taxes; customs duties and tariffs; and other obligations of the same or of a similar nature to any of the foregoing.

“Tax Group” shall mean any “affiliated group” of corporations within the meaning of Section 1504 of the Code (or any similar affiliated, combined, consolidated, or unitary group or arrangement for group relief for state, local, or foreign Tax purposes).

“Tax Returns” shall mean returns, reports, declarations, information statements and similar documents, including any schedule or attachment thereto, with respect to Taxes required to be filed with the IRS or any other Governmental Authority or taxing authority, including any claim for refund or amended return.

“Third Party” shall mean any Person or group other than the Parent Parties.

“Trade Controls” shall have the meaning set forth in Section 4.5(d).

“Transaction Documents” means, collectively, this Agreement, the Rollover and Support Agreements, the Confidentiality Agreements, the Guaranties, the Financing Commitments and any other document contemplated by those agreements, or any document or instrument delivered in connection with this Agreement or those agreements.

“Transfer Taxes” shall mean any real property transfer, sales, use, gains, value added, stamp, documentary, recording, registration, conveyance, stock transfer, intangible property transfer, personal property transfer, gross receipts, registration, duty, securities transactions or similar fees or Taxes or governmental charges (together with any interest or penalty, addition to Tax or additional amount imposed) as levied by any Governmental Authority in connection with the transactions contemplated by this Agreement, including any payments made in lieu of any such Taxes or governmental charges that become payable in connection with the transactions contemplated by this Agreement.

A-16 

“Treasury Regulations” shall mean the income tax regulations promulgated under the Code.

“Unvested Company PSU” shall have the meaning set forth in Section 3.3(c)(ii).

“Unvested Company RSU” shall have the meaning set forth in Section 3.3(b)(ii).

“VDR” shall have the meaning set forth in Section 4.24(a).

“Vested Company Options” shall have the meaning set forth in Section 3.3(a)(i).

“Vested Company PSU” shall have the meaning set forth in Section 3.3(c)(i).

“Vested Company RSU” shall have the meaning set forth in Section 3.3(b)(i).

“Vested Option Payments” shall have the meaning set forth in Section 3.3(a)(i).

“Vested PSU Payments” shall have the meaning set forth in Section 3.3(c)(i).

“Vested RSU Payments” shall have the meaning set forth in Section 3.3(b)(i).

“WBCA” shall have the meaning set forth in the Recitals.

“WBCA Shareholder Approval” shall have the meaning set forth in Section 4.19.

A-17 

Exhibit A

Articles of Incorporation of the Surviving Corporation

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

Nordstrom, Inc.

ARTICLE I
NAME

The name of this corporation is Nordstrom, Inc.

ARTICLE II
Duration

The period of duration of this corporation is perpetual.

ARTICLE III
PURPOSE

This corporation is organized for the purpose of engaging in any business, trade or activity which may be conducted lawfully by a corporation organized under the Washington Business Corporation Act (the “Act”).

ARTICLE IV
SHARES

This corporation is authorized to issue One Hundred (100) shares of common stock.

ARTICLE V
NO PREEMPTIVE RIGHTS

No preemptive rights shall exist with respect to shares of stock or securities convertible into shares of stock of this corporation.

ARTICLE VI
NO CUMULATIVE VOTING

At each election for directors, every shareholder entitled to vote at such election has the right to vote in person or by proxy the number of shares held by such shareholder for as many persons as there are directors to be elected. No cumulative voting for directors shall be permitted.

ARTICLE VII
BYLAWS

The Board of Directors shall have the power to adopt, amend or repeal the Bylaws or adopt new Bylaws. Nothing herein shall deny the concurrent power of the shareholders to adopt, alter, amend or repeal the Bylaws.

ARTICLE VIII
DIRECTORS

The number of directors of this corporation shall be determined in the manner specified by the Bylaws and may be increased or decreased from time to time in the manner provided therein.

ARTICLE IX
SHAREHOLDER ACTION ON LESS THAN
UNANIMOUS CONSENT

In any matter requiring shareholder action, the shareholders may act by consent of the shareholders holding of record, or otherwise entitled to vote in the aggregate, the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on the action were present and voted. No period of advance notice is required to be given to any nonconsenting shareholders.

ARTICLE X
LIMITATION OF DIRECTORS' LIABILITY

Any personal liability of a director to the corporation or its shareholders for monetary damages for conduct as a director is eliminated, except for any liability for any acts or omissions that involve intentional misconduct by a director or a knowing violation of law by a director, for conduct violating RCW 23B.08.310, for any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled, or for any act or omission occurring prior to June 15, 1988, the date when this Article initially became effective. If hereafter the Act is amended to change the corporation’s power to eliminate or limit the liability of a director to the corporation, then, upon the effective date of the amendment and without further act:

if the amendment permits further elimination or limitation of liability, the liability of a director shall be additionally eliminated and limited to such further extent, or

if the amendment changes the power to eliminate the liability of a director in any other respect, the liability of a director shall be eliminated and limited with respect to acts or omissions occurring after the effective date of the amendment to the fullest extent permitted by the Act as so amended.

No amendment or repeal of these Articles of Incorporation shall adversely affect any right or any elimination or limitation of liability of a director existing immediately prior to the amendment or repeal.

ARTICLE XI
INDEMNIFICATION

Section 11.1 Right to Indemnification. Each person (including a person’s personal representative) who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or by or in the right of the corporation, or otherwise (hereinafter a “proceeding”) by reason of the fact that he or she (or a person of whom he or she is a personal representative) is or was a director or officer of the corporation or an officer of a division of the corporation, or, while serving as a director or officer of the corporation or an officer of a division of the corporation, is or was acting at the request of the corporation as a director, officer, partner, trustee, employee, agent or in any other relationship or capacity whatsoever, of any other foreign or domestic corporation, partnership, joint venture, employee benefit plan or trust or other trust, enterprise or other private or governmental entity, agency, board, commission, body or other unit whatsoever (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action or inaction in an official capacity as a director, officer, partner, trustee, employee, agent or in any other relationship or capacity whatsoever, shall be indemnified and held harmless by the corporation against all expenses, liabilities and losses (including but not limited to attorneys’ fees, judgments, claims, fines, ERISA and other excise and other taxes and penalties and other adverse effects and amounts paid in settlement), reasonably incurred or suffered by the indemnitee; provided, however, that except as provided in Section 11.2 with respect to suits relating to rights to indemnification, the corporation shall indemnify any indemnitee in connection with a proceeding (or part thereof) initiated by the indemnitee only if such proceeding (or part thereof) was authorized by the board of directors of the corporation.

No indemnification shall be provided to any indemnitee for acts or omissions of such person finally adjudged to be intentional misconduct or a knowing violation of law, or from or on account of conduct of an indemnitee finally adjudged to be in violation of RCW 23B.08.310, or from or on account of any transaction with respect to which it was finally adjudged that such indemnitee personally received a benefit in money, property, or services to which the person was not legally entitled. Notwithstanding the foregoing, if Section 23B.08.560 or any successor provision of the Act is hereafter amended, the restrictions on indemnification set forth in this Section shall be as set forth in such amended statutory provision.

The right to indemnification granted in this Article is a contract right and includes the right to payment by, and the right to receive reimbursement from, the corporation of all expenses as they are incurred in connection with any proceeding in advance of its final disposition (hereinafter an “advance of expenses”); provided, however, that an advance of expenses received by an indemnitee in his or her capacity as a director or officer of the corporation, as an officer of a division of the corporation, or, acting at the request of the corporation, as director or officer of any other foreign or domestic corporation, partnership, joint venture, employee benefit plan or trust or other trust, enterprise or other private or governmental entity, agency, board, commission, body or other unit whatsoever (and not in any other capacity in which service was or is rendered by such indemnitee unless such service was authorized by the board of directors of the corporation) shall be made only upon (i) receipt by the corporation of a written undertaking (hereinafter an “undertaking”) by or on behalf of such indemnitee, to repay advances of expenses if and to the extent it shall ultimately be determined by order of a court having jurisdiction (which determination shall become final upon expiration of all rights to appeal), hereinafter a “final adjudication”, that the indemnitee is not entitled to be indemnified for such expenses under this Article, (ii) receipt by the corporation of written affirmation by the indemnitee of his or her good faith belief that he or she has met the standard of conduct applicable (if any) under the Act necessary for indemnification by the corporation under this Article, and (iii) a determination of the board of directors of the corporation, in its good faith belief, that the indemnitee has met the standard of conduct applicable (if any) under the Act necessary for indemnification by the corporation under this Article.

Section 11.2 Right of Indemnitee to Bring Suit. If any claim for indemnification under Section 11.1 is not paid in full by the corporation within sixty (60) days after a written claim has been received by the corporation, except in the case of a claim for an advance of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. If the indemnitee is successful in whole or in part in any such suit, or in any suit in which the corporation seeks to recover an advance of expenses, the corporation shall also pay to the indemnitee all the indemnitee’s expenses in connection with such suit. The indemnitee shall be presumed to be entitled to indemnification under this Article upon the corporation’s receipt of indemnitee’s written claim (and in any suits relating to rights to indemnification where the required undertaking and affirmation have been received by the corporation) and thereafter the corporation shall have the burden of proof to overcome that presumption. Neither the failure of the corporation (including its board of directors, independent legal counsel, or shareholders) to have made a determination prior to other commencement of such suit that the indemnitee is entitled to indemnification, nor an actual determination by the corporation (including its board of directors, independent legal counsel or shareholders) that the indemnitee is not entitled to indemnification, shall be a defense to the suit or create a presumption that the indemnitee is not so entitled. It shall be a defense to a claim for an amount of indemnification under this Article (other than a claim for advances of expenses prior to final disposition of a proceeding where the required undertaking and affirmation have been received by the corporation) that the claimant has not met the standards of conduct applicable (if any) under the Act to entitle the claimant to the amount claimed, but the corporation shall have the burden of proving such defense. If requested by the indemnitee, determination of the right to indemnity and amount of indemnity shall be made by final adjudication (as defined above) and such final adjudication shall supersede any determination made in accordance with RCW 23B.08.550.

Non-Exclusivity of Rights. The rights to indemnification (including, but not limited to, payment, reimbursement and advances of expenses) granted in this Article shall not be exclusive of any other powers or obligations of the corporation or of any other rights which any person may have or hereafter acquire under any statute, the common law, the corporation’s Articles of Incorporation or Bylaws, agreement, vote of shareholders or disinterested directors, or otherwise. Notwithstanding any amendment to or repeal of this Article XI, the rights to indemnification for an indemnitee under this Article XI shall vest at the time the indemnitee first becomes a director, officer, partner, trustee, employee, agent or in any other relationship or capacity whatsoever and no repeal or amendment of, or adoption of any provision inconsistent with this Article XI shall adversely affect any rights to indemnification granted to an indemnitee pursuant hereto existing at, arising out of, or related to any acts or omissions of such indemnitee occurring prior to such amendment or repeal.

Section 11.3 Insurance, Contracts and Funding. The corporation may purchase and maintain insurance, at its expense, to protect itself and any person (including a person’s personal representative) who is or was a director, officer, employee or agent of the corporation or who is or was a director, officer, partner, trustee, employee, agent, or in any other relationship or capacity whatsoever, of any other foreign or domestic corporation, partnership, joint venture, employee benefit plan or trust or other trust, enterprise or other private or governmental entity, agency, board, commission, body or other unit whatsoever, against any expense, liability or loss, whether or not the power to indemnify such person against such expense, liability or loss is now or hereafter granted to the corporation under the Act. The corporation may enter into contracts granting indemnity, to any such person whether or not in furtherance of the provisions of this Article and may create trust funds, grant security interests and use other means (including, without limitation, letters of credit) to secure and ensure the payment of indemnification amounts.

Section 11.4 Indemnification of Employees and Agents. The corporation may, by action of the board of directors, provide indemnification and pay expenses in advance of the final disposition of a proceeding to employees and agent of the corporation with the same scope and effect as the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the corporation or pursuant to rights granted under, or provided by, the Act or otherwise.

Section 11.5 Separability of Provisions. If any provision or provisions of this Article shall be held to be invalid, illegal or unenforceable for any reason whatsoever (i) the validity, legality and enforceability of the remaining provisions of this Article (including without limitation, all portions of any sections of this Article containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions of this Article (including, without limitation, all portions of any paragraph of this Article containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Section 11.6 Partial Indemnification. If an indemnitee is entitled to indemnification by the corporation for some or a portion of expenses, liabilities or losses, but not for the total amount thereof, the corporation shall nevertheless indemnify the indemnitee for the portion of such expenses, liabilities and losses to which the indemnitee is entitled.

Section 11.7 Successors and Assigns. All obligations of the corporation to indemnify (including, but not limited to, payment, reimbursement and advances of expenses) any indemnitee: (i) shall be binding upon all successors and assigns of the corporation (including any transferee of all or substantially all of its assets and any successor by merger or otherwise by operation of law), (ii) shall be binding on and inure to the benefit of the spouse, heirs, personal representatives and estate of the indemnitee, and (iii) shall continue as to any indemnitee who has ceased to be a director, officer, partner, trustee, employee or agent (or other relationship or capacity).

Exhibit 42

COOPERATION AGREEMENT

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.

RECITALS

1.            Parent desires to enter into the definitive agreement attached hereto as Exhibit A for the merger (the “Merger”) of Navy Acquisition Co. Inc., a Washington corporation and wholly-owned direct subsidiary of Parent, with and into Nordstrom, Inc., a Washington corporation (the “Company”), with the Company surviving such merger (the “Merger Agreement”).

2.            Concurrently herewith, Liverpool is executing a letter agreement in favor of Parent, pursuant to which Liverpool shall agree, subject to the terms and conditions set forth therein and in accordance with the equity and governance term sheet attached hereto as Exhibit B (the “Equity and Governance Term Sheet”), to make a specified investment in Parent pursuant to the terms of the equity commitment letter attached hereto as Exhibit C (the “Liverpool ECL”).

3.            Liverpool’s investment in Parent under the Liverpool ECL will be comprised of up to $931 million in the form of a common equity investment in Parent and up to $781 million in the form of a loan to Parent (the “Parent Loan”), which loan shall be subject to the terms and conditions set forth in the term sheet attached hereto as Exhibit D (the “Parent Loan Term Sheet Letter”).

4.            Concurrently herewith, each of the Family Members and Liverpool is executing a rollover, voting and support agreement with the Company, pursuant to which Liverpool and each of the Family Members has agreed to (a) vote their shares of common stock and any other voting securities of the Company in favor of the Merger Agreement and the transactions contemplated thereby, and take or abstain from taking certain other actions and (b) contribute a specified number of shares of Common Stock of the Company to Parent, in each case, pursuant to the terms and subject to the conditions set forth in the Rollover, Voting and Support Agreements attached hereto as Exhibit E-1 and Exhibit E-2, respectively (the “Rollover, Voting and Support Agreements”).

5.            Concurrently herewith, Liverpool is executing a limited guaranty in favor of the Company, pursuant to which Liverpool shall guarantee to the Company payment if and when due of an amount equal to 50% of the Reverse Termination Fee payable by Parent to Company pursuant to Section 8.3(b) of the Merger Agreement and the other obligations set forth therein, pursuant to the terms and subject to the conditions set forth in the Limited Guaranty Agreement attached hereto as Exhibit F (the “Liverpool Limited Guaranty Agreement”).

6.            Concurrently herewith, each Family Guarantor (as defined below) is executing a limited guaranty in favor of the Company, pursuant to which each Family Guarantor shall guarantee to the Company payment if and when due of an amount equal to his, her or its respective Family Pro Rata Portion of 50% of the Reverse Termination Fee payable by Parent to Company pursuant to Section 8.3(b) of the Merger Agreement and the other obligations set forth therein, in each case pursuant to the terms and subject to the conditions set forth in the Family Member Limited Guaranty Agreement attached hereto as Exhibit G (the “Family Member Limited Guaranty Agreement,” and together with the Liverpool Guaranty Agreement, the “Limited Guaranty Agreements”).

The Investors and Parent wish to agree to certain terms and conditions that will govern the actions of Parent and the relationship among the Investors with respect to the Merger Agreement, the Merger, the Liverpool ECL, the Rollover, Voting and Support Agreements and the Limited Guaranty Agreements.

AGREEMENT

Therefore, the parties hereto hereby agree as follows:

1.            EFFECTIVENESS.

This Agreement shall become effective on the date hereof and shall terminate (except with respect to Sections 1, 2.2, 2.5.3, 2.6, 2.9, 2.11, 2.12 and Articles 3 (Definitions) and 4) upon the earlier of (a) the closing of the Merger under the Merger Agreement (the “Closing”), and (b) the termination of the Merger Agreement in accordance with its terms; provided, that any obligation or liability resulting from failure to comply with the terms of this Agreement shall survive such termination and any provisions hereof reasonably related to any obligations of Parent that survive the termination of the Merger Agreement and other Transaction Documents shall survive the termination of this Agreement if terminated under the foregoing clause (b).

2.            AGREEMENTS AMONG THE INVESTORS.

2.1            Actions Related to Merger Agreement. Subject to the terms and conditions of this Agreement and the Merger Agreement, during the period during which this Agreement shall be effective until such time as either Liverpool or any Family Guarantor becomes a Non-Funding Investor, Liverpool and the Family Representatives shall jointly administer the operations of Parent and shall use their respective reasonable best efforts to cause Parent to comply with its obligations under the Merger Agreement, including satisfying the conditions to the closing obligations of the Company pursuant to the Merger Agreement and exercising its rights under the Merger Agreement. Any Material Decision of Parent that is to be taken or refrained from being taken in connection with the transactions contemplated by the Merger Agreement shall require joint prior approval from Liverpool and the Family Representatives. A “Material Decision” is a decision that Parent must make in connection with the transactions contemplated by the Merger Agreement, which material decisions shall include, without limitation: (a) determining whether or not the conditions to Closing set forth in Article VII of the Merger Agreement have been satisfied or properly waived; (b) exercising (or not exercising) the right to terminate the Merger Agreement or not affect the Closing if one or more of the conditions to the closing obligations of Parent pursuant to the Merger Agreement have not been satisfied (the “Purchaser Closing Conditions”); (c) any increase or decrease in the amount of, or any change in the form of, merger consideration, dividends or other payment obligations contained in the Merger Agreement; (d) any change to the structure of the transactions contemplated by or to be pursued in connection with the Merger and the structure of Parent’s investment in the Company, including the elements of the structure described in Section 4.8 hereof; (e) any waiver of compliance by the Company or any of its Subsidiaries with any of its representations, warranties or covenants contained in the Merger Agreement (including any timeframe by which the Company is required to comply with an action set forth in the Merger Agreement); (f) any other amendment, change or waiver to any provision of the Merger Agreement or a modification to any material term of the Financing; (g) determining whether or not to conduct any Company Note Offers and Consent Solicitations, including whether or not to initiate, its timing, duration, terms and conditions to consummation, the waiver of any conditions and any other decision with respect to thereto or the Senior Notes, including whether to seek or effectuate their refinancing; and (h) controlling, directing and settling any stockholder-related suit, claim or proceeding arising in connection with the transactions contemplated by the Merger Agreement. Any decision that Parent must make in connection with the Liverpool ECL, Limited Guaranty Agreements or the Rollover, Voting and Support Agreements to which it is a party shall be made by Liverpool or the Family Representatives that is not a party to such agreement (i.e. any decision of Parent with respect to the Liverpool ECL, Liverpool Limited Guaranty or the Rollover, Voting and Support Agreement executed by Liverpool shall be made by the Family Representatives and any decision of Parent with respect to the Family Member Limited Guaranty Agreement or any Rollover, Voting and Support Agreement executed by any Family Member shall be made by Liverpool).

2.2           Breach of Commitment. If, following satisfaction or waiver of the Purchaser Closing Conditions, any Investor: (a) is unable or unwilling to comply with its obligations upon the Closing as required by the terms of the Liverpool ECL or the Rollover, Voting and Support Agreements to which it is a party, (b) fails upon request of (i) the Family Representatives (in the case of Liverpool) or (ii) Liverpool (in the case of any Family Member), as applicable, to confirm promptly in writing its ability and willingness to comply timely with its obligations in accordance with the Liverpool ECL or the Rollover, Voting and Support Agreements to which it is a party, and/or (c) does not timely comply with its obligations pursuant to the Liverpool ECL or the Rollover, Voting and Support Agreements to which is it is a party as required by the terms of such Liverpool ECL or such Rollover, Voting and Support Agreements, as applicable, then in any such case, such Investor shall be deemed a “Non-Funding Investor” and (i) the Family Representatives, if Liverpool is the Non-Funding Investor, or (ii) Liverpool, if any Family Member is the Non-Funding Investor, may elect on behalf of Parent, to (A) terminate the participation of the Non-Funding Investor in the transactions contemplated by the Merger Agreement by written notice at any time (provided that the remedy in this clause (A) may only be exercised by Liverpool (in the event any Family Member is the Non-Funding Investor) and not by the Family Representatives (in the event Liverpool is the Non-Funding Investor) or (B) obtain specific performance of such Non-Funding Investor’s obligations under the Liverpool ECL or the Rollover, Voting and Support Agreements, as may be applicable, together with recovery from such Non-Funding Investor of all costs incurred by Parent and Family Representatives (on behalf of the Family Members) or Liverpool, as may be applicable, in seeking such specific performance, provided that upon compliance with such specific performance and cost recovery, such Non-Funding Investor shall receive the benefits of such Liverpool ECL and Rollover, Voting and Support Agreements, as may be applicable, and of this Agreement.

2.3           Debt Financing. The Investors shall use their commercially reasonable efforts to cause Parent to, and, if applicable, shall use their commercially reasonable efforts to cause the Company to, enter into and borrow under the definitive agreements relating to the debt financing to be provided at the Closing substantially on the terms set forth on Exhibit H hereto as may be amended with the unanimous prior written consent of Liverpool and the Family Representatives (the “Financing”). For the avoidance of doubt, the Financing may not be terminated and the terms thereof may not be amended or modified without the unanimous prior written consent of Liverpool and the Family Representatives.

2.4           Common Equity and Parent Loan Documentation. Liverpool and the Family Representatives agree to negotiate in good faith with each other such that the Investors may enter into, concurrently with the Closing, (a) the certificate of incorporation, bylaws and stockholders agreement of Parent prior to the consummation of the transactions contemplated by the Merger Agreement, (b) the certificate of incorporation, bylaws and stockholders agreement of the surviving corporation following Parent’s contemplated merger with the Company with respect to their common equity interests in Parent reflecting the terms set forth in the Equity and Governance Term Sheet and (c) the documentation necessary or advisable to document the Parent Loan and deliver and perfect any collateral contemplated thereby, in accordance with the Parent Loan Term Sheet.

2.5           Commitments; Rollover, Voting and Support.

2.5.1            Each of the Family Members and Liverpool hereby affirms and agrees that (a) it intends to be bound by the provisions set forth in the Liverpool ECL and the Rollover, Voting and Support Agreements to which it is a party and (b) Parent, acting at the direction of the Investors (unless (i) Liverpool is at such time a Non-Funding Investor, in which case, Parent shall act at the direction of the Family Representatives or (ii) any Family Member is at such time a Non-Funding Investor, in which case, Parent shall act at the direction of Liverpool), shall be entitled to enforce the provisions of the Liverpool ECL and the Rollover, Voting and Support Agreements, as may be applicable, but only if either (y) the conditions to perform under the Commitments, as applicable, (other than any conditions related to a failure of an Investor to perform its respective commitments under such documents) are satisfied or have been waived by the applicable Investor seeking to enforce such commitments, or (z) the Company is permitted to enforce the provisions of the Liverpool ECL or the Rollover, Voting and Support Agreements, as applicable, under the specific circumstances and as specifically set forth therein and Section 9.12 of the Merger Agreement and does in fact so enforce, or cause Parent to enforce such provisions. None of the Investors or Parent shall attempt to enforce, or cause Parent to enforce, any of the Liverpool ECL or Rollover, Voting and Support Agreements unless and until the conditions set forth in items (y) or (z) of this Section 2.5.1 have been satisfied.

2.5.2            Each of the Family Members and Liverpool shall comply with the terms of the Rollover, Voting and Support Agreement to which it is a party and notwithstanding any other provision of this Agreement, compliance by the Family Members and Liverpool with the terms of the Rollover, Voting and Support Agreement shall not, in and of itself, be deemed to violate this Agreement or any representation, warranty, covenant or other provision herein.

2.5.3            Each Family Guarantor and Liverpool shall comply with the terms of the Limited Guaranty Agreements to which it is a party and notwithstanding any other provision of this Agreement, compliance by the Family Members or Liverpool with the terms of such Limited Guaranty Agreements shall not, in and of itself, be deemed to violate this Agreement or any representation, warranty, covenant or other provision herein. Each of the Investors shall cooperate in the defense of any claim with respect to which the Investors are or any of them is, or is alleged to be, liable to make payments under the Limited Guaranty Agreements, without such cooperation being construed to create joint and several liability as between Liverpool on the one hand and any Family Member on the other. For the avoidance of doubt, but subject to Section 2.12, (x) Liverpool shall not be required to make any contribution with respect to any amount paid or payable under the Family Member Guaranty Agreement and (y) no Family Member shall be required to make any contribution with respect to any amount paid or payable under the Liverpool Guaranty Agreement.

2.5.4            Prior to the Closing, none of any Family Member or Liverpool shall transfer, directly or indirectly, its rights or obligations under the Liverpool ECL or any Rollover, Voting and Support Agreement to which it is a party, other than: (a) a transfer permitted as provided for in the applicable Liverpool ECL or Rollover, Voting and Support Agreement (including by operation of law in the event of the death of a Family Member); (b) with respect to a Family Member, a transfer to a transferee of common stock of the Company in a permitted transfer under the Rollover, Voting and Support Agreement or the NDA-Standstill Agreement; and (c) a transfer approved by (i) Liverpool, in the case of any transfer by any Family Member, or (ii) Family Representatives, in the case of any transfer by Liverpool, provided, in each case, that the transferee shall be bound by the provisions of this Agreement applicable to the transferor.

2.6            Merger Agreement Payments.

2.6.1            Parent shall, and the Investors shall use their reasonable best efforts to cause Parent to, arrange that any termination fee or other payment due to Parent as a result of the termination of or non-performance under the Merger Agreement paid by the Company or any of its affiliates (other than the Investors) pursuant to the Merger Agreement (a “Company Termination Payment”) shall be promptly distributed as follows; provided that an Investor whose participation in the transactions contemplated by the Merger Agreement has been terminated pursuant to Section 2.2 hereof shall not be entitled to receive any portion of the Company Termination Payment:

(a)                First, reimbursement to Parent and, after such reimbursement, to each Investor of all out-of-pocket costs and expenses paid or payable in connection with (i) its due diligence review of the Company, (ii) the Rating Evaluation Service review with S&P Global Ratings and the Rating Assessment Service with Moody's and Fitch, (iii) the negotiation, delivery and execution of this Agreement, the Liverpool ECL, the Rollover, Voting and Support Agreements, the Limited Guaranty Agreements and the Merger Agreement and the other agreements and documents contemplated hereby or thereby or entered into in connection herewith or therewith, and (iv) any actions taken in accordance with the terms of this Agreement, the Liverpool ECL, the Rollover, Voting and Support Agreements, the Limited Guaranty Agreements and the Merger Agreement and the other agreements and documents contemplated hereby or thereby or entered into in connection herewith or therewith, including regulatory filings made or to be made pursuant to the Merger Agreement, including, without limitation, filing fees, the reasonable fees, expenses and disbursements of attorneys, accountants, financial advisors, consultants and other advisors retained by the Investors or Parent incurred in connection with the foregoing (collectively, the “Expenses”); and

(b)               Second, distribution of the balance of the Company Termination Payment to each Family Member in accordance with each Family Member’s pro rata ownership of the Company (to an account designated by the Family Representatives for their distribution to the Family Members) and to Liverpool in accordance with their respective Pro Rata Portions.

2.6.2            Notwithstanding the foregoing, if the aggregate amount of Expenses incurred by the Investors (the “Aggregate Expenses”) exceeds the amount of the Company Termination Payment received by Parent from the Company (the “Company Reimbursement Amount”), each Investor shall be entitled to receive a portion of the Company Reimbursement Amount equal to the proportion that the Expenses incurred by such Investor represent of the Aggregate Expenses.

2.6.3            In the event that a Reverse Termination Fee or any Additional Obligations become payable to the Company by Parent pursuant to the terms and conditions of the Merger Agreement (“Parent MGA Payment”) and (a) Liverpool, on the one hand, or any Family Member, on the other hand (any such Person, for purposes of this Section 2.6.3, a “Triggering Person”), has become a Non-Funding Investor or (b) a Triggering Person determines that it does not intend to fulfill its Commitments upon the Closing because the Triggering Person has concluded that one or more of the Purchaser Closing Conditions have not been satisfied and, in the case of Liverpool being the Triggering Person, the Family Representatives (here, the “Non-Triggering Person”), or in the case of the Family Representatives making such determination, Liverpool (here, the “Non-Triggering Person”) disagreed with such conclusion (as evidenced in writing to the Triggering Person) and it is later determined by a court of competent jurisdiction that such Purchaser Closing Condition(s) had been satisfied at the time that the Triggering Person claimed that such Purchaser Closing Condition(s) had not been satisfied, then, in addition to all other remedies provided for herein, the Triggering Person shall be required to pay all the Expenses the Non-Triggering Person incurred.

2.7           Information. Parent shall keep Liverpool and the Family Representatives informed, on a current basis, of developments relating to the Merger, including the likely Closing Date. If Parent receives any notice under the Merger Agreement, Parent shall promptly notify Liverpool and the Family Representatives. Each of Liverpool, on the one hand, and Family Representatives, on the other hand, agrees to promptly communicate to the other any information it becomes aware of which is material or would reasonably be expected to be material in the context of the Merger Agreement, the transactions contemplated thereby and the due diligence being conducted in connection therewith, provided that each of Liverpool, on the one hand, and Family Representatives, on the other hand, shall not be required to communicate such information where it is not permitted to disclose such information as a result of any fiduciary or similar duties or any confidentiality obligation owed to any third party that is not an Affiliate.

2.8           Regulatory Matters. Each of Liverpool, on the one hand, and Family Representatives, on the other hand, shall work together in good faith to determine the filings that are required by applicable antitrust, competition, foreign investment, fair trade, “know your customer,” anti-money laundering or anti-bribery laws or regulations or other applicable laws or regulations relating to or in connection with the transactions contemplated hereby (“Regulatory Laws”). Subject to appropriate confidentiality undertakings, each of Liverpool, on the one hand, and Family Representatives, on the other hand, undertakes to provide all information reasonably necessary to assess whether any filings or notifications are required under any Regulatory Laws, and if so, all information reasonably necessary to complete and submit such filings and notifications in accordance with Regulatory Laws.

2.9           Expense Responsibility.

2.9.1            Subject to Section 2.2, Section 2.6.2, Section 2.6.3, Section 2.11 and Section 2.12, each of Liverpool, on the one hand, and the Family Guarantors, on the other hand, shall be responsible for and bear 50% of the Expenses incurred by Parent in the event the Closing does not occur; provided that, prior to the Closing, each Investor shall use its commercially reasonable efforts to cause Parent not to incur any expenses other than those expressly set forth on Exhibit I-1.

2.9.2            Upon the Closing of the Merger, the Investors shall cause the Company to reimburse each Investor for all Expenses paid or payable through the Closing by such Investor, including, without limitation, the fees and expenses of the advisors as set forth on Exhibit I-2 (and, for the avoidance of doubt, if upon the Closing an Investor has not yet paid an applicable payee of Expenses the Expenses due to such payee, then, in lieu of reimbursing the Investor for such Expenses, the Investor may direct the Company to pay the payee directly).

2.10          Appointment of Family Representatives.

2.10.1          Each Family Member hereby irrevocably appoints the Family Representatives as the representative, attorney-in-fact and agent of such Family Member, with full power of substitution to act in the name, place and stead of such Family Member in accordance with the terms and provisions of this Agreement and to act on behalf of such Family Member in any amendment of this Agreement and to do or refrain from doing all such further acts and things, and to execute all such documents, as the Family Representatives will deem necessary or appropriate in conjunction with this Agreement, including the power:

(a)                to take all action reasonably necessary or desirable in connection with the obligations of such Family Member to consummate the transactions contemplated by this Agreement (the “Transactions”);

(b)               to defend, negotiate, settle and otherwise control claims in connection with this Agreement;

(c)                to give or agree to, on behalf of all or any Family Member, any and all consents, waivers, amendments or modifications deemed by the Family Representatives, in their sole and absolute discretion, to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith;

(d)               to dispute or refrain from disputing, on behalf of all or any Family Member, any claim made by Liverpool under this Agreement or any litigation or arbitration involving this Agreement;

(e)                to negotiate and compromise, on behalf of such Family Member, any dispute that may arise under, and exercise or refrain from exercising any remedies available under, this Agreement, and to execute, on behalf of each Family Member, any settlement agreement, release or other document with respect to such dispute or remedy;

(f)                to engage attorneys, accountants, agents or consultants on behalf of the Family Members in connection with this Agreement and to pay any fees related thereto;

(g)               to give and receive all notices and communications to be given or received under this Agreement and to receive service of process in connection with any claims under this Agreement and the Transactions; and

(h)               to take all actions that, under this Agreement may be taken by or on behalf of any Family Member and to do or refrain from doing any further act or deed on behalf of such Family Member that the Family Representatives deem necessary or appropriate in their sole discretion relating to the subject matter of this Agreement as fully and completely as such Family Member could do if personally present.

2.10.2          The Family Representatives will not be liable to the Family Members for any act taken or omitted by the Family Representatives as permitted under this Agreement, except if such act is taken or omitted in bad faith or by material and intentional misconduct. The Family Representatives will also be fully protected against Family Members in relying upon any written notice, demand, certificate or document that they or any one of them in good faith believe to be genuine (including facsimiles thereof).

2.10.3          The Family Members agree to indemnify the Family Representatives for, and to hold the Family Representatives harmless against, any loss, liability or expense incurred without willful misconduct or bad faith on the part of the Family Representatives, arising out of or in connection with the Family Representatives’ carrying out their duties under this Agreement, including costs and expenses of successfully defending the Family Representatives against any claim of liability with respect thereto. The Family Representatives may consult with counsel of their own choice and will have full and complete authorization and protection for any action taken and suffered by them in good faith and in accordance with the opinion of such counsel.

2.10.4          The Family Members agree that the agency described in this Section 2.10 is coupled with an interest, is irrevocable without the consent of the Family Representatives and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Family Member. All decisions and actions by the Family Representatives (to the extent authorized by this Agreement) will be binding upon all Family Members, no Family Member will have the right to object, dissent, protest or otherwise contest the same.

2.10.5          In furtherance, and not in limitation, of the foregoing provisions of this Section 2.10, each Family Member hereby provides the Family Representatives with the power (including as representative, attorney-in-fact and agent, with full power of substitution to act in the name, place and stead thereof) to similarly take such actions or refrain from taking such actions on behalf of such Family Member as provided to the Family Representatives by the Family Members pursuant hereto.

2.10.6          Liverpool shall be entitled to conclusively rely (without any verification or other inquiry) on any action or decision of the Family Representatives (including any notice delivered to, or received from, the Family Representatives) taken or made hereunder.

2.11          Representations and Warranties; Covenants. Each Investor hereby represents, warrants and covenants, severally as to itself only, to each other Investor that:

2.11.1          Such Investor (if not a natural person) is duly organized, validly existing, and in good standing (or equivalent status, if applicable) under the laws of the jurisdiction in which it was formed. Such Investor has the right, full power, capacity and authority, as applicable, to execute and deliver this Agreement and to perform his, her or its obligations hereunder.

2.11.2          The execution, delivery, and performance of this Agreement by such Investor: (a) does not violate the charter or governance documents of such Investor (if not a natural person), or any contract, agreement, commitment, lease, order, judgment, or decree to which such Investor is a party; and (b) if not a natural person, has been duly authorized by the Investor and all necessary action has been taken by the Investor’s board, managers, members, or other requisite governance bodies or persons, as applicable, has been taken for such authorization to be effective.

2.11.3          This Agreement is valid and binding upon such Investor, subject to bankruptcy, reorganization and other similar laws affecting the enforcement of creditors’ rights generally.

2.11.4          If such Investor is married, and any of the shares of common stock of the Company owned or otherwise held by such Investor constitute community property or otherwise need spousal or similar consent for any Transaction Document to which such Investor is a party to be legal, valid and binding, then such Transaction Document has been duly and validly authorized by all necessary spousal or community property action.

2.11.5          If the transactions contemplated by the Merger Agreement are consummated, such Investor shall use its commercially reasonable efforts to cause the Company to enter into employment agreements with each of Erik Nordstrom, James F. Nordstrom, Jr. and Peter Nordstrom, inclusive of the terms set forth on Exhibit B, and such other terms as may be mutually agreed between each of Erik Nordstrom, James F. Nordstrom, Jr. and Peter Nordstrom, on the one hand, and Liverpool, on the other, and one or more management incentive plans containing the terms and conditions as may be mutually agreed by the Family Representatives and Liverpool. For the avoidance of doubt, this Agreement (including the terms set forth on Exhibit B) does not constitute, and in no event shall be deemed to constitute, an employment agreement between any Investor or any of its current or future Affiliates (or, following consummation of the transactions contemplated by the Merger Agreement, the Company), on the one hand, and any of Erik Nordstrom, James F. Nordstrom, Jr. or Peter Nordstrom, on the other hand.

2.11.6          To the extent such Investor or Family Member is employed by or manages the Company or any of its Subsidiaries, subject to their fiduciary duties under applicable Law based upon the advice of outside counsel, such Person in their role as a director, officer or employee of the Company or its Subsidiaries, shall not take or cause the Company or its Subsidiaries to act or fail to act, in a manner that would or would reasonably be expected to, cause a material inaccuracy in the Company’s representations and warranties in any Transaction Document, a material breach of the Company’s covenants and agreements in any Transaction Document, a Below Investment Grade Rating Event or a decrease in Company Cash on Hand below the Company Cash Amount.

2.12          Indemnification. To the extent that any Parent MGA Payments become payable to the Company pursuant to the terms and subject to the conditions of the Merger Agreement primarily as a result of either Liverpool’s, on the one hand, or any Family Member’s, on the other hand, breach of its obligations under the Merger Agreement, the Liverpool ECL, the Limited Guaranty Agreements, the Rollover, Voting and Support Agreements, any other Transaction Document or this Agreement, either Liverpool, on the one hand, or the Family Guarantors in accordance with the Family Pro Rata Portion, on the other hand, if any Family Member is the breaching Investor (such breaching Investor, or the Family Members, in the case of any breaching Family Member, the “Indemnifying Investor”), shall be solely responsible and liable for (and in the case of the Family Members shall be severally and not jointly liable for) and shall indemnify and hold harmless either Liverpool, on the one hand, or the Family Members, on the other hand, that is not an Indemnifying Investor and such Investor’s Affiliates (collectively, the “Indemnified Investor Parties”) with respect to, and shall pay, the portion of the Parent MGA Payments and any reasonable, documented out-of-pocket costs and expenses incurred by the Indemnified Investor Parties to the extent arising from such breach (including any associated Expenses); provided, that the foregoing will not apply to any losses, damages or payments, as applicable, of an Indemnified Investor Party to the extent found by a final non-appealable decision of a court of competent jurisdiction to have resulted primarily from the gross negligence, bad faith, fraud or willful misconduct of such Indemnified Investor Party.

3.            DEFINITIONS. For purposes of this Agreement, the following terms shall have the following meanings:

3.1            “Commitments” mean the various commitments made by the parties hereto, including pursuant the Liverpool ECL, the Rollover, Voting and Support Agreements and the Limited Guaranty Agreements, with each such commitment being a “Commitment”.

3.2            “Family Guarantor” means each of parties identified on Exhibit J hereto.

3.3            “Family Pro Rata Portion” means the percentage allocation ascribed to each Family Guarantor set forth on Exhibit J hereto.

3.4            “Family Representatives” means, at any time, at least two of Peter Nordstrom, Erik Nordstrom and James F. Nordstrom, Jr. (except for any of the foregoing who is a Non-Funding Investor at such time).

3.5            “Funding Investor” shall mean each Investor unless such Investor becomes a Non-Funding Investor, in which event such Investor shall have none of the rights provided to a Funding Investor hereby.

3.6            “NDA-Standstill Agreement” shall mean that Letter Agreement (as amended, supplemented and/or joined), dated April 17, 2024, by and among the Company and each Family Member.

3.7            “Person” shall mean any individual, partnership, corporation, trust, business trust, limited liability company, limited partnership, limited liability partnership, joint stock company, trust, unincorporated association, joint venture, company or other entity.

3.8            “Pro Rata Portion” means (a) with respect to Liverpool, 50%, and (b) with respect to Family Members, or Family Guarantors, as the case may be collectively, 50%.

4.            MISCELLANEOUS.

4.1            Amendment. This Agreement may be amended or modified and the provisions hereof may be waived, only by an agreement in writing signed by Liverpool and the Family Representatives.

4.2            Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

4.3            Remedies. Neither Parent nor any other party hereto will have the right to recover lost profits, diminution in value (including loss in value of the common stock of the Company) or benefit of the bargain damages or any special, indirect, or consequential damages (other than recovery of Expenses or costs as set forth in Section 2.2 or the Parent MGA Payments pursuant to Section 2.6.3 or the indemnification obligations pursuant to Section 2.11) from any other party to this Agreement.

4.4            No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that Parent and the Investors may be corporations, partnerships or limited liability companies, and trusts, Parent and each Investor covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any former, current or future directors, officers, agents, affiliates, general or limited partners, members, managers, trustees, trust beneficiaries or stockholders of Parent or any Investor or any former, current or future directors, officers, agents, affiliates, employees, general or limited partners, members, managers, trustees, trust beneficiaries or stockholders of any of the foregoing, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future director, officer, employee, general or limited partner or member, manager, trustee or beneficiary of Parent or any Investor or of any partner, member, manager or affiliate thereof, as such, for any obligation of Parent or any Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation; provided, that for the avoidance of doubt, each Person that executes this Agreement and thereby becomes a party to this Agreement shall be liable for its obligations under this Agreement as and to the extent set forth herein.

4.5            Governing Law; Jurisdiction; JURY WAIVER. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED IN AND TO BE PERFORMED IN THAT STATE. Each party hereto irrevocably and unconditionally consents to submit to the exclusive personal jurisdiction of the state courts of the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware for such actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any such action, suit or proceeding except in such courts). Notwithstanding the foregoing, any party hereto may commence an action, suit or proceeding with any governmental entity anywhere in the world for the sole purpose of seeking recognition and enforcement of a judgment of any court referred to in the preceding sentence. Each party hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby in state courts of the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware, and further waives the right to, and agrees not to, plead or claim that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Service of any process, summons, notice or document by U.S. registered mail to each party at the address set forth on the signature page hereto shall be effective service of process for any action, suit or proceeding brought against such party in any court of competent jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

4.6            Exercise of Rights and Remedies. The parties hereto agree that no failure or delay by the other party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. No party’s waiver of any right, power or privilege hereunder, and a party’s consent to any action that requires its consent hereunder, shall be effective only if given in writing by such party.

4.7            Other Agreements; Assignment. This Agreement, together with the agreements referenced herein, constitutes the entire agreement, and supersedes all prior agreements, understandings, negotiations and statements, both written and oral, among the parties or any of their affiliates with respect to the subject matter contained herein except for such other agreements as are referenced herein which shall continue in full force and effect in accordance with their terms. Other than as provided herein, this Agreement shall not be assigned without the prior written consent of the parties hereto.

4.8           Tax Structure. Parent and each Investor shall cooperate to structure the contribution of the common stock of the Company to the Investors pursuant to any Rollover, Voting and Support Agreements to which such Investors are a party shall on a tax deferred basis. Parent and each Investor shall also cooperate to structure the merger transaction consistent with existing Internal Revenue Service and applicable state rulings concluding that the creation of Parent followed by the merger of Acquisition Sub into the Company with the Investors exchanging Company stock for Parent stock, and with the other shareholders of the Company receiving cash (the “Merger Transaction Tax Result”). In addition, neither of the Parent nor any Investor may take any action to amend, modify or waive any provision of the Merger Agreement or any related agreement (including this Agreement) if such amendment, waiver or modification would result in a material adverse change in the ability of any Investor to contribute common stock on a tax deferred basis pursuant to any Rollover, Voting and Support Agreement to which it is a party or fully realize the Merger Transaction Tax Result.

4.9            Press Release; Communications. Liverpool and the Family Representatives will coordinate any and all notices, releases, statements, communications to the general public or the press and any required filings, in each case, relating to this Agreement, the Merger Agreement, the documents relating to the Financing or the transactions contemplated hereby or thereby. Such releases, statements, communications and/or filings shall be made only at such times and in such manner as may be agreed upon by Liverpool and the Family Representatives; provided, that Liverpool and the Family Representatives shall be entitled to issue such press releases and to make such public statements as are required by applicable laws and regulations (including securities laws and regulations), in which case the other Investor shall be advised thereof and Liverpool and the Family Representatives shall use their reasonable efforts to cause a mutually agreeable release or announcement to be issued; provided, further, that to the extent practicable, any required filing shall be approved by Liverpool and the Family Representatives, as applicable, with such approval not to be unreasonably withheld, conditioned or delayed prior to the public disclosure thereof. Once and solely to the extent such information has been made available to the general public in accordance with this Agreement, this Section 4.9 shall no longer apply to such information (other than in the case of any such required filings, which shall to the extent practicable be subject to the prior approval of the Investors).

4.10         Non-Circumvention. Each party hereto agrees that it shall not indirectly accomplish that which it is not permitted to accomplish directly under this Agreement.

4.11          No Third Party Beneficiaries. The parties hereby agree that their hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the parties hereto and their respective successors and permitted assigns, and nothing set forth in this Agreement shall be construed to confer upon or give to any Person, other than the parties hereto and their respective successors and permitted assigns, any benefits, rights or remedies under or by reason of, or any rights to enforce the obligations set forth herein.

4.12          General. Nothing in this Agreement shall be deemed to constitute a partnership between any of the parties, nor constitute any part the agent of any other party for any purpose. This Agreement may be executed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Notwithstanding anything in this Agreement to the contrary, in no event shall the obligations of any party set forth in this Agreement convey to any other party or any other person voting power in the election of directors of the Company, sole or shared ownership of any shares of common stock of the Company, or sole or shared power to vote any shares of common stock of the Company or to direct the exercise of voting power of any such shares. For the convenience of the parties, this Agreement may be executed by PDF, facsimile or other electronic means and in counterparts, each of which shall be deemed to be an original, and both of which, taken together, shall constitute one agreement binding on both parties hereto.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first above written.

EL PUERTO DE LIVERPOOL, S.A.B. DE C.V.

	By:	/s/ Graciano Francisco Guichard González
	Name:	Graciano Francisco Guichard González
	Title:	Chairman of the Board

	By:	/s/ Enrique Güijosa Hidalgo
	Name:	Enrique Güijosa Hidalgo
	Title:	Chief Executive Officer

	Address: [***]
	Attention: Gonzalo Gallegos
	Jacobo Apichoto
	Email: [***]

[Signature Page to Cooperation Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first above written.

NORSE HOLDINGS, INC.

By:

/s/ Erik B. Nordstrom

	Name:	Erik B. Nordstrom
	Title:	Co-Chief Executive Officer

	Address:

	c/o Norse Holdings, Inc.

	1617 Sixth Avenue

	Seattle, WA 98101

[Signature Page to Cooperation Agreement]

	Erik B. Nordstrom

	/s/ Erik B. Nordstrom
	Erik B. Nordstrom

Address:

[**]

[Signature Page to Cooperation Agreement]

	JULIE A. NORDSTROM

	/s/ Julie A. Nordstrom
	Julie A. Nordstrom

Address:

[**]

[Signature Page to Cooperation Agreement]

	PETER E. NORDSTROM

	/s/ Peter F. Nordstrom
	Peter E. Nordstrom

Address:

[**]

[Signature Page to Cooperation Agreement]

	BRANDY F. NORDSTROM

	/s/ Brandy F. Nordstrom
	Brandy F. Nordstrom

Address:

[**]

[Signature Page to Cooperation Agreement]

	JAMES F. NORDSTROM, JR.

	/s/ James F. Nordstrom, Jr.
	James F. Nordstrom, Jr.

Address:

[**]

[Signature Page to Cooperation Agreement]

	Katharine T. Nordstrom 2007
	Trust Agreement

By:

/s/ James F. Nordstrom, Jr.

	Name:	James F. Nordstrom, Jr.
	Title:	Trustee

Address:

[**]

[Signature Page to Cooperation Agreement]

	JULIA K. Nordstrom 2007
	Trust Agreement

By:

/s/ James F. Nordstrom, Jr.

	Name:	James F. Nordstrom, Jr.
	Title:	Trustee

Address:

[**]

[Signature Page to Cooperation Agreement]

	AUDREY G. Nordstrom 2007
	Trust Agreement

By:

/s/ James F. Nordstrom, Jr.

	Name:	James F. Nordstrom, Jr.
	Title:	Trustee

Address:

[**]

[Signature Page to Cooperation Agreement]

	LISA Nordstrom

	/s/ Lisa Nordstrom
	Lisa Nordstrom

Address:

[**]

[Signature Page to Cooperation Agreement]

	ANNE E. GITTINGER

	/s/ Anne E. Gittinger
	Anne E. Gittinger

Address:

[**]

[Signature Page to Cooperation Agreement]

	1976 Elizabeth J. Nordstrom Trust
	FBO Anne Gittinger

By:

/s/ Anne E. Gittinger

	Name:	Anne E. Gittinger
	Title:	Trustee

Address:

[**]

[Signature Page to Cooperation Agreement]

	Anne E. Gittinger Trust
	u/w Everett W. Nordstrom

By:

/s/ Charles W. Riley, Jr.

	Name:	Charles W. Riley, Jr.
	Title:	Trustee

Address:

[**]

[Signature Page to Cooperation Agreement]

	SUSAN E. DUNN

	/s/ Susan E. Dunn
	Susan E. Dunn

Address:

[**]

[Signature Page to Cooperation Agreement]

	Susan E. Dunn Trust
	u/w Elizabeth J. Nordstrom

By:

/s/ Susan E. Dunn

	Name:	Susan E. Dunn
	Title:	Trustee

Address:

[**]

[Signature Page to Cooperation Agreement]

	ESTATE OF Bruce A. Nordstrom

	By:	/s/ Margaret Jean O’Roark Nordstrom

	Name:	Margaret Jean O’Roark Nordstrom
	Title:	Co-Executor

By:

/s/ Peter E. Nordstrom

	Name:	Peter E. Nordstrom
	Title:	Co-Executor

By:

/s/ Erik B. Nordstrom

	Name:	Erik B. Nordstrom
	Title:	Co-Executor

Address:

[**]

[Signature Page to Cooperation Agreement]

	1976 BRUCE A. NORDSTROM TRUSt
	(aka 1976 ELIZABETH J. NORDSTROM TRUST FBO BRUCE A. NORDSTROM)

	By:	/s/ Peter E. Nordstrom

	Name:	Peter E. Nordstrom
	Title:	Co-Trustee

By:

/s/ Erik B. Nordstrom

	Name:	Erik B. Nordstrom
	Title:	Co-Trustee

Address:

[**]

[Signature Page to Cooperation Agreement]

	TRUST A U/W FRANCES W. NORDSTROM

	By:	/s/ Peter E. Nordstrom

	Name:	Peter E. Nordstrom
	Title:	Co-Trustee

By:

/s/ Erik B. Nordstrom

	Name:	Erik B. Nordstrom
	Title:	Co-Trustee

By:

/s/ Charles W. Riley, Jr.

	Name:	Charles W. Riley, Jr.
	Title:	Co-Trustee

Address:

[**]

[Signature Page to Cooperation Agreement]

	Margaret Jean O'Roark Nordstrom

	/s/ Margaret Jean O’Roark Nordstrom
	Margaret Jean O'Roark Nordstrom

Address:

[**]

[Signature Page to Cooperation Agreement]

	BRUCE AND JEANNIE NORDSTROM 2010 MFN TRUST

	By:	/s/ Peter E. Nordstrom

	Name:	Peter E. Nordstrom
	Title:	Trustee

Address:

[**]

[Signature Page to Cooperation Agreement]

	PETE AND BRANDY NORDSTROM 2010 MFN TRUST

	By:	/s/ Erik B. Nordstrom

	Name:	Erik B. Nordstrom
	Title:	Trustee

Address:

[**]

[Signature Page to Cooperation Agreement]

	BRUCE AND JEANNIE NORDSTROM 2012 CFN TRUST

	By:	/s/ Peter E. Nordstrom

	Name:	Peter E. Nordstrom
	Title:	Trustee

Address:

[**]

[Signature Page to Cooperation Agreement]

	PETE AND BRANDY NORDSTROM 2012 CFN TRUST

	By:	/s/ Erik B. Nordstrom

	Name:	Erik B. Nordstrom
	Title:	Trustee

Address:

[**]

[Signature Page to Cooperation Agreement]

	PETE AND BRANDY NORDSTROM 2012 CHILDREN'S TRUST

	By:	/s/ Erik B. Nordstrom

	Name:	Erik B. Nordstrom
	Title:	Trustee

Address:

[**]

[Signature Page to Cooperation Agreement]

	Leigh E. Nordstrom

	/s/ Leigh E. Nordstrom
	Leigh E. Nordstrom

Address:

[**]

[Signature Page to Cooperation Agreement]

	Samuel C. Nordstrom

	/s/ Samuel C. Nordstrom
	Samuel C. Nordstrom

Address:

[**]

[Signature Page to Cooperation Agreement]

	Sara D. Nordstrom

	/s/ Sara D. Nordstrom
	Sara D. Nordstrom

Address:

[**]

[Signature Page to Cooperation Agreement]

	ERIK AND JULIE NORDSTROM 2012
	SARA D. NORDSTROM TRUST

	By:	/s/ Peter E. Nordstrom

	Name:	Peter E. Nordstrom
	Title:	Trustee

Address:

[**]

[Signature Page to Cooperation Agreement]

	LN 1989 TRUST JWN

	By:	/s/ Linda Nordstrom

	Name:	Linda Nordstrom
	Title:	Trustee

Address:

[**]

[Signature Page to Cooperation Agreement]

	LN Holdings JWN LLC

	By:	/s/ Kimberly Mowat Bentz

	Name:	Kimberly Mowat Bentz
	Title:	Manager

Address:

[**]

[Signature Page to Cooperation Agreement]

	LN Holdings JWN II LLC

	By:	/s/ Kimberly Mowat Bentz

	Name:	Kimberly Mowat Bentz
	Title:	Manager

Address:

[**]

[Signature Page to Cooperation Agreement]

	LN Medina Family LLC

	By:	/s/ Kimberly Mowat Bentz

	Name:	Kimberly Mowat Bentz
	Title:	Manager

Address:

[**]

[Signature Page to Cooperation Agreement]

	Alexandra F. Nordstrom

	/s/ Alexandra F. Nordstrom
	Alexandra F. Nordstrom

Address:

[**]

[Signature Page to Cooperation Agreement]

	Blake & Molly Nordstrom 2012 TRUST
	FBO Alexandra F. Nordstrom

	By:	/s/ Alexandra F. Nordstrom

	Name:	Alexandra F. Nordstrom
	Title:	Trustee

Address:

[**]

[Signature Page to Cooperation Agreement]

	Andrew L. Nordstrom

	/s/ Andrew L. Nordstrom
	Andrew L. Nordstrom

Address:

[**]

[Signature Page to Cooperation Agreement]

	Blake and Molly Nordstrom
	2012 TRUST FBO Andrew L Nordstrom

	By:	/s/ Andrew L. Nordstrom

	Name:	Andrew L. Nordstrom
	Title:	Trustee

Address:

[**]

[Signature Page to Cooperation Agreement]

	Molly Nordstrom

	/s/ Molly Nordstrom
	Molly Nordstrom

Address:

[**]

[Signature Page to Cooperation Agreement]

	BWN Trust u/w Blake W. Nordstrom

	By:	/s/ Molly Nordstrom

	Name:	Molly Nordstrom
	Title:	Trustee

Address:

[**]

[Signature Page to Cooperation Agreement]

	Mari Mowat Wolf

	/s/ Mari Mowat Wolf
	Mari Mowat Wolf

Address:

[**]

[Signature Page to Cooperation Agreement]

	Kimberly Mowat Bentz

	/s/ Kimberly Mowat Bentz

Kimberly Mowat Bentz

Address:

[**]

[Signature Page to Cooperation Agreement]

	Blake Mowat Bentz 1991 Trust

	By:	/s/ Kimberly Mowat Bentz

	Name:	Kimberly Mowat Bentz
	Title:	Trustee

Address:

[**]

[Signature Page to Cooperation Agreement]

	Kyle Andrew Bentz Trust 1993

	By:	/s/ Kimberly Mowat Bentz

	Name:	Kimberly Mowat Bentz
	Title:	Trustee

Address:

[**]

[Signature Page to Cooperation Agreement]

Exhibit 43

EXECUTION VERSION

ROLLOVER, VOTING AND SUPPORT AGREEMENT

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).

RECITALS

WHEREAS, as of the date hereof, each Shareholder is the record and/or beneficial owner of the number of shares of Company Common Stock set forth opposite such Shareholder’s name on Schedule A hereto under the heading “Subject Shares” (together with such additional shares of Company Common Stock or other voting securities of the Company that become beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) by such Shareholder that it is entitled to vote, whether upon the exercise of options, conversion of convertible securities or otherwise, after the date hereof until the Voting Expiration Date (as defined below), the “Subject Shares”);

WHEREAS, concurrently with the execution of this Agreement, Parent, Navy Acquisition Co. Inc., a Washington corporation and a direct, wholly-owned subsidiary of Parent (“Acquisition Sub”), and the Company are entering into an Agreement and Plan of Merger, dated as of the date hereof (including any amendment thereto, the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Acquisition Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent;

WHEREAS, the Company Board, acting on the recommendation of the Special Committee, has unanimously (excluding the members of the Company Board who are Parent Parties) (a) determined and declared that the Merger Agreement and the consummation by the Company of the transactions contemplated by the Merger Agreement, including the Merger, are advisable, fair to and in the best interests of the Company and its shareholders, (b) approved the Merger Agreement, the execution, delivery and performance of the Merger Agreement, and subject to receiving the Requisite Shareholder Approvals, the consummation by the Company of the transactions contemplated by the Merger Agreement, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement, (c) directed that the Merger Agreement be submitted to the shareholders of the Company to be approved and (d) upon the terms and subject to the conditions of the Merger Agreement, resolved to recommend the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the Company’s shareholders in accordance with Section 23B.11A.040 of the WBCA; and

WHEREAS, as a material inducement to, and as a condition to, the willingness of the Company to enter into the Merger Agreement, the Shareholders are entering into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereby agree, severally and not jointly, as follows:

1.                 Rollover Contribution.

(a)               Effective immediately prior to the Effective Time, on the terms and subject to the conditions set forth herein, each Shareholder hereby transfers, contributes and delivers (the “Rollover”) to Parent the number of shares of Company Common Stock set forth opposite the name of such Shareholder on Schedule A hereto under the heading “Rollover Shares” in exchange for that number of newly issued shares of common stock in Parent set forth beside the Shareholder’s name on Schedule A hereto under the heading “Parent Shares” (the “Parent Shares”). From time to time and without additional consideration, each Shareholder shall (at such Shareholder’s sole cost and expense) execute and deliver, or cause to be executed and delivered, such additional instruments, and shall (at such Shareholder’s sole cost and expense) take such further actions, as Parent may reasonably request for the purpose of carrying out and furthering the intent of this Section 1.

(b)                 The Rollover shall be subject to the substantially simultaneous, but subsequent, consummation of the Merger in accordance with the terms and conditions of the Merger Agreement.

2.                 Voting of Shares.

(a)               From the date of this Agreement until the earlier to occur of: (i) the valid termination of the Merger Agreement in accordance with its terms and (ii) the occurrence of an Adverse Recommendation Change (the “Voting Expiration Date”), at every meeting of the shareholders of the Company called with respect to any of the following, and at every adjournment, recess or postponement thereof, and on every action or approval by written consent of the shareholders of the Company with respect to any of the following, each Shareholder shall vote or cause to be voted the Subject Shares (A) in favor of the approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, (B) in favor of any proposal by the Company to adjourn, recess or postpone any meeting of the shareholders of the Company to a later date that complies with Section 6.2(d) of the Merger Agreement, (C) in favor of any other proposal considered and voted upon by shareholders of the Company necessary for the consummation of the Merger and the other transactions contemplated by the Merger Agreement, and (D) against any other proposal that would reasonably be expected to (x) result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled, or (y) impede, frustrate, interfere with, delay, postpone or adversely affect the Merger and the other transactions contemplated by the Merger Agreement. For the avoidance of doubt, nothing in this Section 2 shall (x) require or limit any action or inaction on the part of any Shareholder other than in such Shareholder’s capacity as a shareholder of the Company or (y) impose any obligation to vote such Shareholder’s Subject Shares in any particular manner other than with respect to the matters described in clauses (A) through (D) hereof. Notwithstanding anything to the contrary in this Agreement, if at any time following the date hereof and prior to the termination of this Agreement in accordance with Section 12, a Governmental Authority enters an Order restraining, enjoining or otherwise prohibiting a Shareholder from taking any action pursuant to this Section 2, then the obligations of such Shareholder set forth in this Section 2 to take such action shall be of no force and effect for so long as such Order is in effect solely to the extent such Order restrains, enjoins or otherwise prohibits such Shareholder from taking any such action.

(b)               The Company shall timely provide to each Shareholder sufficient information to confirm the manner in which the Subject Shares shall be, or have been, voted at any Shareholders’ Meeting pursuant to Section 2(a).

(c)               Each Shareholder shall cause the Subject Shares to be counted as present for purposes of determining a quorum at each meeting of the shareholders of the Company called with respect to the matters set forth in Section 2(a). No Shareholder shall take any action, or refrain from taking any action, that would reasonably be expected to prevent, materially impair or materially delay the consummation of the transactions contemplated by the Merger Agreement or that would reasonably be expected to materially restrict, limit or interfere with, or cause a material delay of, the performance of such Shareholder’s obligations hereunder, in each case other than as contemplated by Section 5 hereof.

3.                 Irrevocable Proxy.

(a)               From the date of this Agreement until the Voting Expiration Date, each Shareholder irrevocably appoints the Company or any Person or Persons designated by the Company as its attorney-in-fact and proxy with full power of substitution and re-substitution, to the full extent of Shareholder’s voting rights with respect to all of such Shareholder’s Subject Shares (which proxy is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of Shareholder) and which appointment is coupled with an interest, including for purposes of Section 23B.07.220(4) of the WBCA) to (i) vote (or issue instructions to the record holder to vote) and (ii) execute (or issue instructions to the record holder to execute) written consents with respect to, all of such Shareholder’s Subject Shares in accordance with the provisions of Section 2; provided that each Shareholder’s grant of the proxy contemplated by this Section 3(a) shall be effective if, and only if, a Shareholder fails to deliver (or cause the record holder to deliver) to the Secretary of the Company, at least two (2) Business Days prior to the applicable meeting or deadline for action by written consent, as applicable, a duly executed irrevocable proxy card or written consent, as applicable, directing that such Shareholder’s Subject Shares be voted in accordance with Section 2. This proxy, if it becomes effective, is coupled with an interest, was given to secure the obligations of each Shareholder under Section 2, was given in consideration of and as an additional inducement of the Company to enter into the Merger Agreement and, in accordance with Section 23B.07.220(4) of the WBCA, shall be irrevocable, and each Shareholder agrees to execute any further agreement or form reasonably necessary to confirm and effectuate the grant of the proxy contained herein and hereby revokes any proxy previously granted by such Shareholder with respect to the Subject Shares.

(b)               The irrevocable proxy and power of attorney granted by each Shareholder in this Section 3 shall not be terminated by any act of such Shareholder or other Shareholders, by operation of Law or upon the occurrence of any other event other than upon the valid termination of this Agreement in accordance with its terms, at which time such proxy shall automatically terminate, or pursuant to the last sentence of this Section 3(b). The irrevocable proxy and power of attorney granted by each Shareholder in this Section 3 and such Shareholder’s other obligations under this Agreement shall be binding upon such Shareholder’s heirs, successors, legal representatives and permitted assigns. The Company may terminate this proxy with respect to a Shareholder at any time at its sole election by written notice provided to such Shareholder.

4.                 Transfer of Shares. Each Shareholder covenants and agrees that from the date of this Agreement until the Expiration Date (as defined below) such Shareholder shall not, directly or indirectly, (a) transfer, assign, sell, pledge, encumber, hypothecate or otherwise dispose (whether by sale, liquidation, dissolution, dividend or distribution) of, including by operation of Law, (a “Transfer”), or cause or permit to be Transferred, any of the Subject Shares or any beneficial ownership, voting power or any other interest thereof or therein; (b) deposit any of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares or grant any proxy or power of attorney with respect to the Subject Shares, in each case other than this Agreement, (c) enter into any contract, option or other arrangement or undertaking with respect to any of the foregoing or (d) take any other action, that would prevent, materially restrict, limit or interfere with, or cause a material delay of, the performance of such Shareholder’s obligations hereunder; provided that the foregoing restrictions shall not apply to any Transfer of Subject Shares from any Shareholder to (i) any other Shareholder or (ii) an Affiliate of such Shareholder or any other Person for bona fide estate planning or estate administration purposes (each, a “Permitted Transfer”); provided further, in the case of clause (ii) so long as (A) the transferee thereof enters into a joinder in a form reasonably acceptable to the Company agreeing to become a party to this Agreement, make the representations set forth in Section 9, and be bound by the terms and conditions hereof as a Shareholder hereunder prior to or concurrently with such Transfer, (B) such transferee is able to perform its obligations under such joinder and (C) such Transfer would not reasonably be expected to prevent, materially restrict, limit or interfere with, or cause a material delay of, the performance of such Shareholder’s obligations hereunder or the consummation of the transactions contemplated by the Merger Agreement. Any Transfer or attempted Transfer of any Subject Shares or any beneficial ownership, voting power or any other interest thereof or therein in violation of this Section 4 shall be null and void and of no effect whatsoever.

5.                 Competing Proposals. In the event that the Company receives a Competing Proposal or any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, a Competing Proposal, each Shareholder shall, if requested to do so by the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee (provided that the Company is permitted pursuant to Section 6.5 of the Merger Agreement to engage in discussions with the Third Party submitting such Competing Proposal, inquiry, expression of interest, proposal or offer), explore in good faith the possibility of such Shareholder supporting such Competing Proposal, including the possibility of such Shareholder entering into a voting agreement with respect to such Competing Proposal, entering into an agreement with respect to the rollover or reinvestment of any shares of Company Common Stock owned by such Shareholder (including the post-closing governance terms with respect thereto) or selling such shares of Company Common Stock in such Competing Proposal, it being understood that such Shareholder’s decision as to whether to support such Competing Proposal or enter into any agreements with any Person or group of Persons with respect to such Competing Proposal shall be within such Shareholder’s sole discretion which it may exercise irrespective of the recommendation of the Company Board or the Special Committee; provided that such Shareholder shall not enter into any agreements relating to a Competing Proposal unless the Company Board (acting on the recommendation of the Special Committee) or the Special Committee determines in good faith (after consultation with its outside legal counsel and outside financial advisors) that such Competing Proposal either constitutes a Superior Proposal or could reasonably be expected to result in a Superior Proposal.

6.                 Appropriate Action; Consents; Filings. Each Shareholder shall, and shall cause its Affiliates to, use their respective reasonable best efforts to consummate and make effective the transactions contemplated by the Merger Agreement and to cause the conditions to the Merger set forth in the Merger Agreement to be satisfied as expeditiously as practicable (and in any event at least five (5) Business Days prior to the Outside Date).

7.                 Proxy Statement, Schedule 13E-3 and Other Required Filings. Each Shareholder hereby agrees to permit each of Parent and the Company to publish and disclose in the Proxy Statement, the Schedule 13E-3 or any Other Required Filings any information concerning such Shareholder that is required or reasonable to be included therein. To the knowledge of each Shareholder, the information supplied by such Shareholder for inclusion or incorporation by reference in the Proxy Statement, the Schedule 13E-3 or any Other Required Filing will not, at the time that such information is provided, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

8.                 Additional Covenants of the Shareholders.

(a)               Rating Agencies. Without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), each Shareholder shall not, and shall cause its Subsidiaries and Affiliates not to, meet or have any communications with any of the Rating Agencies, except for (A) meetings that the Company’s Representatives (who shall be designated by the Special Committee and mutually agreeable to Parent) are given an opportunity to attend and (B) written communications and materials so long as the Shareholders provided the Company with a reasonable opportunity to review and to propose comments on such written communications and materials, which the Shareholders will consider in good faith. Without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), each Shareholder shall not, and shall cause its Subsidiaries and Affiliates not to, make any statement, take any action, or refrain from taking any action inconsistent with the materials and communications provided to the Rating Agencies prior to the date of the Merger Agreement to the extent relating to the Merger Agreement, the other Transaction Documents and the transactions contemplated thereby or relating to the Parent Parties, the Surviving Corporation, or its Subsidiaries following the Effective Time. Each Shareholder shall inform their Representatives who would be reasonably expected to meet or communicate with the Rating Agencies or make statements relating to the Company, its Subsidiaries, and the transactions contemplated by the Merger Agreement of the terms of this Section 8(a) and the obligations of the Shareholder hereunder.

(b)               Parent’s Obligations. Each Shareholder agrees to take, or refrain from taking, the actions that Parent is required to cause such Shareholder to take, or refrain from taking, in accordance with and subject to the terms contemplated by the Merger Agreement.

(c)               Waiver of Dissenters’ Rights. Each Shareholder hereby waives, to the full extent of the law, and agrees not to assert any dissenters’ rights pursuant to Section 23B.13 of the WBCA or otherwise in connection with the Merger (unless the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee has made an Adverse Recommendation Change (that has not been rescinded or otherwise withdrawn)) with respect to any and all Subject Shares held by the undersigned of record or beneficially owned.

(d)               No Legal Actions. Each Shareholder agrees that such Shareholder shall not (in such Shareholder’s capacity as a shareholder of the Company), bring, commence, institute, maintain, prosecute or voluntarily aid in any Action which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement, the Merger Agreement, or (ii) alleges that the execution and delivery of this Agreement by such Shareholder, or the approval of the Merger Agreement by the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee’s recommendation that the Company Board approve the Merger Agreement, breaches any fiduciary duty of the Company’s directors.

(e)               Equity Awards. Notwithstanding the foregoing, nothing in this Agreement shall require a Shareholder to exercise any Company Option, RSU Award or PSU Award owned of record and/or beneficially by such Shareholder.

9.                 Representations and Warranties of each Shareholder. Each Shareholder on its own behalf hereby represents and warrants to the Company, severally and not jointly, with respect to such Shareholder and such Shareholder’s ownership of the Subject Shares as follows as of the date hereof and as of immediately prior to the Effective Time:

(a)               Authority. Such Shareholder has all requisite power and authority (or capacity, in the case of a Shareholder who is a natural person) to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized (in the case of Shareholders who are not natural persons), executed and delivered by such Shareholder and constitutes a valid and binding obligation of such Shareholder enforceable in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws of general application, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). If such Shareholder is a trust, no consent of any beneficiary is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. The execution, delivery and performance by such Shareholder of this Agreement does not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Authority, other than (x) filings by such Shareholder with the SEC and (y) any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not prevent, materially restrict, limit or interfere with, or cause a material delay of, the performance of such Shareholder’s obligations hereunder.

(b)               No Conflicts. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance with the terms hereof, will violate, conflict with or result in a breach of, or constitute a default (with or without notice or lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree or Law applicable to such Shareholder or to such Shareholder’s property or assets, except for such violations, conflicts, breaches or defaults as would not, individually or in the aggregate, reasonably be expected to prevent, materially restrict, limit or interfere with, or cause a material delay of, the performance of such Shareholder’s obligations hereunder. No consent (other than those that have been granted) of any Shareholder’s spouse is necessary under any “community property” or other Laws in order for such Shareholder to enter into and perform his obligations under this Agreement.

(c)               Company Common Stock. Such Shareholder is the record and beneficial owner of, or is a trust or estate that is the record holder of and whose beneficiaries are the beneficial owners of, and has good and marketable title to, the Subject Shares set forth opposite such Shareholder’s name on Schedule A hereto, free and clear of any and all security interests, liens, changes, encumbrances, equities, claims, options or limitations of whatever nature and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Subject Shares), other than any of the foregoing (i) pursuant to this Agreement or (ii) that would not reasonably be expected to prevent, materially restrict, limit or interfere with, or cause a material delay of, the performance of such Shareholder’s obligations hereunder. Such Shareholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject Shares set forth opposite such Shareholder’s name on Schedule A hereto under the heading “Subject Shares” (except that such Shareholder may be deemed to beneficially own Subject Shares owned by other Shareholders or underlying any Company Option, RSU Award or PSU Award). Such Shareholder has the sole right to vote or direct the vote of, such Subject Shares (it being understood (x) in the case of Shareholders that are trusts, that the trustees thereof have the right to cause such Shareholders to take such actions, and (y) in the case of Subject Shares held in a 401(k) plan or individual retirement account, any such Subject Shares for which a direction to vote is not given may be voted in accordance with the applicable governing documents), and such Shareholder has the sole right to dispose or direct the disposition of such Subject Shares, except as set forth in Section 7 of the Family Confidentiality Agreement. None of the Subject Shares is subject to any agreement, arrangement or restriction with respect to the voting or disposition of such Subject Shares that would reasonably be expected to prevent, materially restrict, limit or interfere with, or cause a material delay of, the performance of such Shareholder’s obligations hereunder. Other than this Agreement, there are no agreements or arrangements of any kind, contingent or otherwise, obligating such Shareholder to Transfer, or cause to be Transferred, any of the Subject Shares, and no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Subject Shares other than pursuant to this Agreement.

(d)               Reliance by the Company. Such Shareholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement.

(e)               Litigation. As of the date hereof, there is no Action pending, or, to the knowledge of such Shareholder, threatened against such Shareholder that questions the validity of this Agreement or any action taken or to be taken by such Shareholder in connection with this Agreement.

(f)               Other Agreements. Such Shareholder is not subject to any obligation that would reasonably be expected to prevent, materially restrict, limit or interfere with, or cause a material delay of, the performance of such Shareholder’s obligations hereunder or the performance of Parent and Acquisition Sub under the Merger Agreement. As of the date hereof, except for this Agreement, the Guaranty to which certain of the Shareholders are parties, that certain amended and restated letter agreement, dated as of December 22, 2024, by and among the Company and the Buyer Group party thereto, and that certain letter agreement, dated as of December 22, 2024, by and among the Company and the Family Guarantors party thereto, there are no contracts, undertakings, commitments, agreements, obligations, arrangements or understandings, whether written or oral, between such Shareholder or any of its Affiliates, on the one hand, and any other Person (other than another Parent Party), on the other hand, relating in any way to the transactions contemplated by the Merger Agreement, or to the ownership or operations of the Company after the Effective Time.

(g)               Finders Fees. No broker, investment bank, financial advisor or other Person is entitled to any broker’s, finder’s, financial adviser’s or similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of such Shareholder, except for Moelis & Company LLC.

10.             Representations and Warranties of the Company. The Company represents and warrants to the Shareholders as follows as of the date hereof and as of immediately prior to the Effective Time:

(a)               The Company is a corporation duly incorporated and validly existing under the Laws of the State of Washington and has all requisite corporate power and authority to execute and deliver this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement by the Company have been duly and validly authorized by all necessary corporate action by the Company, and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception.

11.             Representations and Warranties of Parent. Parent represents and warrants to the Shareholders and the Company as follows as of the date hereof and as of immediately prior to the Effective Time:

(a)               Authority. Parent is a corporation duly incorporated and validly existing under the Laws of the State of Delaware and has all requisite corporate power and authority to execute and deliver this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement by Parent has been duly and validly authorized by all necessary corporate action by Parent, and no other corporate action on the part of Parent is necessary to authorize the execution, delivery and performance of this Agreement by Parent. This Agreement has been duly executed and delivered by Parent and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception. The execution, delivery and performance by Parent of this Agreement does not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Authority, other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not prevent, materially restrict, limit or interfere with, or cause a material delay of, the performance of Parent’s obligations hereunder.

(b)               No Conflicts. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance with the terms hereof, will violate, conflict with or result in a breach of, or constitute a default (with or without notice or lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree or Law applicable to Parent or to Parent’s property or assets, except for such violations, conflicts, breaches or defaults as would not, individually or in the aggregate, reasonably be expected to restrict, limit or interfere with, or cause a delay of, the performance of Parent’s obligations hereunder.

12.             Shareholder Capacity. No Person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make any agreement or understanding in this Agreement in such Person’s capacity as a director or officer. Each Shareholder is entering into this Agreement severally and not jointly and with respect to the obligations set forth in Sections 1 and 2 hereof solely in such Shareholder’s capacity as the record holder or beneficial owner of, or as a trust whose beneficiaries are the beneficial owners of, Subject Shares and nothing herein shall limit or affect any actions taken (or any failures to act) by a Shareholder in such Shareholder’s capacity as a director or officer of the Company. The taking of any actions (or any failures to act) by a Shareholder in such Shareholder’s capacity as a director or officer of the Company shall not be deemed to constitute a breach of this Agreement, regardless of the circumstances related thereto.

13.             Termination. Except for those obligations which have earlier terminated on the Voting Expiration Date, this Agreement shall automatically terminate without further action upon the earlier to occur (the “Expiration Date”) of (a) the Effective Time and (b) the valid termination of the Merger Agreement in accordance with its terms; provided that subject in all cases to Section 14(b), no such termination shall relieve any party hereto or Parent under the Merger Agreement of any liability, costs, expenses (including attorneys' fees) or damages of any kind, all of which shall be deemed in such event to be damages of such party and Parent under the Merger Agreement, in the event of any Intentional Breach of this Agreement by a Shareholder prior to such termination, in which case, subject in all cases to Section 14(b), the aggrieved party shall be entitled to all remedies available at law or in equity.

14.             Specific Performance; Limited Recourse.

(a)               Each Shareholder acknowledges and agrees that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that such Shareholder does not perform the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. Accordingly, each Shareholder acknowledges and agrees that the Company shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Notwithstanding the foregoing, it is explicitly agreed that the Company’s right to an injunction, specific performance or other equitable remedy to enforce Shareholder’s obligations under Section 2, 3 and 5 of this Agreement is subject to the Company also seeking a similar injunction, specific performance or other equitable remedy under the other Rollover and Support Agreement against the party thereto solely to the extent such party thereto has not complied with, or is not complying with, the terms thereof with respect to the corresponding obligation under such Rollover and Support Agreement and compliance by such non-compliant party is reasonably expected to be necessary for obtaining the Requisite Shareholder Approvals. Each Shareholder agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that the Company has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. The Company shall not be required to show proof of actual damages or provide any bond or other security in connection with seeking an injunction or any other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement. These injunctive remedies are cumulative and shall be the Company’s sole remedy against a Shareholder under this Agreement unless the Company shall have sought and been denied injunctive remedies, and such denial is other than by reason of the absence of violation of such covenants, obligations or agreements.

(b)               Notwithstanding anything to the contrary herein, but subject to the Company’s rights to specific performance pursuant to Section 14(a) hereof, the Company’s remedies pursuant to the Retained Claims as defined in, and subject to the terms and in accordance with the limitations set forth in, the Guaranties shall, and are intended to, be the sole and exclusive direct or indirect remedies available to the Company and its Affiliates against each Shareholder and the Non-Recourse Parties (as defined in the Guaranties) for any liability, loss, damages or recovery of any kind (including consequential, indirect or punitive damages, and whether at law, in equity or otherwise) arising under or in connection with any liabilities or obligations arising under, or in connection with, the Merger Agreement or this Agreement (whether willfully, intentionally, unintentionally or otherwise) or of the failure of the Merger to be consummated or otherwise in connection with the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to be made in connection herewith or therewith, including without limitation in the event Parent (1) breaches its obligations under the Merger Agreement, whether or not such breach is caused by a Shareholder’s breach of its obligations under this Agreement or (2) enforces its rights under the Merger Agreement. Each of the parties hereto agrees that an Intentional Breach or other material breach of this Agreement by a Shareholder shall constitute an Intentional Breach or material breach, as applicable, of Parent under the Merger Agreement, and the Company’s sole recourse to recover monetary damages in respect of such breach shall be those remedies available at law or in equity against Parent in accordance with, and subject to the limitations set forth in, the Merger Agreement and the Guarantors (and their permitted assigns) in accordance with, and subject to the limitations set forth in, the Guaranties.

15.             Governing Law; Jurisdiction.

(a)               Except to the extent the Laws of the State of Washington are mandatorily applicable, this Agreement and all Actions (whether based on Contract, tort or otherwise) arising out of or relating to this Agreement or the actions of a Shareholder or the Company in the negotiation, administration, performance and enforcement thereof, shall be governed by, and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

(b)               Each of the parties hereto hereby (i) expressly and irrevocably submits to the exclusive personal jurisdiction of the state courts of the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware, in the event any dispute arises out of this Agreement or the transactions contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any Action relating to this Agreement or the transactions contemplated hereby in any court other than the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware, (iv) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement and (v) agrees that each of the other parties hereto (and Liverpool as a third party beneficiary hereunder) shall have the right to bring any Action for enforcement of a judgment entered by the state courts of the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware. Each of the parties hereto agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law, and each party consents to such enforcement and covenants not to oppose such enforcement in any jurisdiction.

16.             WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ACTIONS OF THE SHAREHOLDERS, OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 16.

17.             Amendment, Waivers, etc. This Agreement may only be amended or otherwise modified by mutual agreement of the parties hereto in an instrument in writing signed by each of the parties. No provision of this Agreement may be waived, discharged or terminated other than by an instrument in writing signed by the party against whom the enforcement of such waiver, discharge or termination is sought.

18.             Assignment; Third Party Beneficiaries.

(a)               Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated, in whole or in part, by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto, shall survive the dissolution, death or incapacity of any Shareholder, and shall be binding upon the parties’ respective heirs, successors, legal representatives and permitted assigns, including with respect to any Shareholder, any Permitted Transferee. Any attempted assignment in violation of this Section 18 shall be null and void.

(b)               The parties hereto hereby agree that their respective agreements and obligations set forth herein are solely for the benefit of the other parties hereto and their respective successors and permitted assigns, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person other than the parties hereto and their respective successors and permitted assigns any benefits, rights or remedies under this Agreement; provided, that Liverpool has relied on this Agreement and, accordingly, and Liverpool is an express third-party beneficiary hereof solely for purposes of seeking the specific performance of the Shareholders’ obligations hereunder in accordance with Section 14.

19.             Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made (a) as of the date delivered, if delivered personally, (b) on the date the delivering party receives an affirmative confirmation (excluding automatic acknowledgement of receipt) from the party to whom notice was intended (or if such affirmative confirmation is not received on the day of delivery, effective on the next Business Day following the date of delivery), if delivered by email as listed below, or (c) one (1) Business Day after being sent by overnight courier (providing proof of delivery), to the intended recipient at the following addresses (or at such other physical or email address for a party as may be specified in a notice given in accordance with this Section 19).

20.             Severability. If any term, provision, covenant or restriction of this Agreement or the application thereof to any Person or circumstance is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

21.             Entire Agreement. This Agreement (including the schedule hereto) and together with the other Transaction Documents to which any Shareholder is a party to, constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings between the parties with respect thereto. Each of the parties hereto acknowledges that the Company is entering into the Merger Agreement in reliance on the agreements of the Shareholders in this Agreement.

22.             Interpretation. Section 9.3(c) of the Merger Agreement is incorporated by reference herein, mutatis mutandis.

23.             Counterparts. This Agreement and any amendments or waivers hereto may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart. Any such counterpart, to the extent delivered by fax or .pdf, .tif, .gif, .jpg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”), will be treated in all manner and respects as an original executed counterpart and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto may raise the use of an Electronic Delivery to deliver a signature, or the fact that any signature or agreement or instrument was transmitted or communicated through the use of an Electronic Delivery, as a defense to the formation of a contract, and each party hereto forever waives any such defense, except to the extent such defense relates to lack of authenticity.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

	Nordstrom, Inc

	By:	/s/ Cathy R. Smith
	Name:	Cathy R. Smith
	Title:	Chief Financial Officer

	Address: [**]
	Attention: Ann Munson Steines
	Email: [**]

	with copies (which shall not constitute notice) to:

	Sidley Austin LLP 1001 Page Mill Road Building 1 Palo Alto, California 94304 Phone: (650) 565-7000 Email: dzaba@sidley.com Attention: Derek Zaba

	and

	Sidley Austin LLP One South Dearborn Chicago, Illinois 60603 Phone: (312) 853-7000

Email:

ggerstman@sidley.com
swilliams@sidley.com

Attention:

Gary Gerstman
Scott R. Williams

[Signature Page to Rollover, Voting and Support Agreement (Family Group)]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Erik B. Nordstrom

/s/ Erik B. Nordstrom
Erik B. Nordstrom

Address: [**]

Attention: Erik B. Nordstrom

Email: [**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:

Keith.Trammell@wilmerhale.com
Michael.Gilligan@wilmerhale.com

Attention:

Keith Trammell
Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

JULIE A. NORDSTROM

/s/ Julie A. Nordstrom
Julie A. Nordstrom

Address: [**]

Attention: Julie A. Nordstrom

Email: [**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:

Keith.Trammell@wilmerhale.com
Michael.Gilligan@wilmerhale.com

Attention:

Keith Trammell
Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

PETER E. NORDSTROM

/s/ Peter E. Nordstrom
Peter E. Nordstrom

Address: [**]

Attention: Peter E. Nordstrom

Email: [**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:

Keith.Trammell@wilmerhale.com
Michael.Gilligan@wilmerhale.com

Attention:

Keith Trammell
Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

BRANDY F. NORDSTROM

/s/ Brandy F. Nordstrom
Brandy F. Nordstrom

Address: [**]

Attention: Brandy F. Nordstrom

Email: [**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:

Keith.Trammell@wilmerhale.com
Michael.Gilligan@wilmerhale.com

Attention:

Keith Trammell
Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

JAMES F. NORDSTROM, JR.

/s/ James F. Nordstrom, Jr.
James F. Nordstrom, Jr.

Address: [**]

Attention: James F. Nordstrom, Jr.

Email: [**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:

Keith.Trammell@wilmerhale.com
Michael.Gilligan@wilmerhale.com

Attention:

Keith Trammell
Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Katharine T. Nordstrom 2007

Trust Agreement

By:	/s/ James F. Nordstrom, Jr.
Name:	James F. Nordstrom, Jr.
Title:	Trustee

Address: [**]

Attention: James F. Nordstrom, Jr.

Email: [**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:

Keith.Trammell@wilmerhale.com
Michael.Gilligan@wilmerhale.com

Attention:

Keith Trammell
Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

JULIA K. Nordstrom 2007

Trust Agreement

By:	/s/ James F. Nordstrom, Jr.
Name:	James F. Nordstrom, Jr.
Title:	Trustee

Address: [**]

Attention: James F. Nordstrom, Jr.

Email: [**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:

Keith.Trammell@wilmerhale.com
Michael.Gilligan@wilmerhale.com

Attention:

Keith Trammell
Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

AUDREY G. Nordstrom 2007

Trust Agreement

By:	/s/ James F. Nordstrom, Jr.
Name:	James F. Nordstrom, Jr.
Title:	Trustee

Address: [**]

Attention: James F. Nordstrom, Jr.

Email: [**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:

Keith.Trammell@wilmerhale.com
Michael.Gilligan@wilmerhale.com

Attention:

Keith Trammell
Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

LISA Nordstrom

/s/ Lisa Nordstrom
Lisa Nordstrom

Address: [**]

Attention: Lisa Nordstrom

Email: [**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:

Keith.Trammell@wilmerhale.com
Michael.Gilligan@wilmerhale.com

Attention:

Keith Trammell
Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

ANNE E. GITTINGER

/s/ Anne E. Gittinger
Anne E. Gittinger

Address: [**]

Attention: Anne E. Gittinger

Email: [**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:

Keith.Trammell@wilmerhale.com
Michael.Gilligan@wilmerhale.com

Attention:

Keith Trammell
Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

1976 Elizabeth J. Nordstrom Trust

FBO Anne Gittinger

By:	/s/ Anne E. Gittinger
Name:	Anne E. Gittinger
Title:	Trustee

Address: [**]

Attention: Anne E. Gittinger

Email: [**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:

Keith.Trammell@wilmerhale.com
Michael.Gilligan@wilmerhale.com

Attention:

Keith Trammell
Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Anne E. Gittinger Trust

u/w Everett W. Nordstrom

By:	/s/ Charles W. Riley, Jr.
Name:	Charles W. Riley, Jr.
Title:	Trustee

Address: [**]

Attention: Charles W. Riley, Jr.

Email: [**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:

Keith.Trammell@wilmerhale.com
Michael.Gilligan@wilmerhale.com

Attention:

Keith Trammell
Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

SUSAN E. DUNN

/s/ Susan E. Dunn
Susan E. Dunn

Address: [**]

Attention: Susan E. Dunn

Email: [**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:

Keith.Trammell@wilmerhale.com
Michael.Gilligan@wilmerhale.com

Attention:

Keith Trammell
Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Susan E. Dunn Trust u/w Elizabeth J. Nordstrom

By:	/s/ Susan E. Dunn
Name:	Susan E. Dunn
Title:	Trustee

Address: [**]

Attention: Susan E. Dunn

Email: [**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:

Keith.Trammell@wilmerhale.com
Michael.Gilligan@wilmerhale.com

Attention:

Keith Trammell
Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

ESTATE OF Bruce A. Nordstrom

By:	/s/ Margaret Jean O’Roark Nordstrom
Name:	Margaret Jean O’Roark Nordstrom
Title:	Co-Executor

By:	/s/ Peter E. Nordstrom
Name:	Peter E. Nordstrom
Title:	Co-Executor

By:	/s/ Erick B. Nordstrom
Name:	Erik B. Nordstrom
Title:	Co-Executor

Address: [**]

Attention:

Margaret Jean O’Roark Nordstrom, Peter E. Nordstrom
and Erik B. Nordstrom

Email:

[**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:

Keith.Trammell@wilmerhale.com
Michael.Gilligan@wilmerhale.com

Attention:

Keith Trammell
Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

1976 BRUCE A. NORDSTROM TRUSt

(aka 1976 ELIZABETH J. NORDSTROM TRUST

FBO BRUCE A. NORDSTROM)

By:	/s/ Peter E. Nordstrom
Name:	Peter E. Nordstrom
Title:	Co-Trustee

By:	/s/ Erik B. Nordstrom
Name:	Erik B. Nordstrom
Title:	Co-Trustee

Address: [**]

Attention: Peter E. Nordstrom and Erik B. Nordstrom

Email: [**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:

Keith.Trammell@wilmerhale.com
Michael.Gilligan@wilmerhale.com

Attention:

Keith Trammell
Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

TRUST A U/W FRANCES W. NORDSTROM

By:	/s/ Peter E. Nordstrom
Name:	Peter E. Nordstrom
Title:	Co-Trustee

By:	/s/ Erik B. Nordstrom
Name:	Erik B. Nordstrom
Title:	Co-Trustee

By:	/s/ Charles W. Riley, Jr.
Name:	Charles W. Riley, Jr.
Title:	Co-Trustee

Address: [**]

Attention: Peter E. Nordstrom, Erik B. Nordstrom and Charles W. Riley, Jr.

Email:

[**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:

Keith.Trammell@wilmerhale.com
Michael.Gilligan@wilmerhale.com

Attention:

Keith Trammell
Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Margaret Jean O'Roark Nordstrom

/s/ Margaret Jean O’Roark Nordstrom
Margaret Jean O'Roark Nordstrom

Address: [**]

Attention: Margaret Jean O'Roark Nordstrom

Email: [**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:

Keith.Trammell@wilmerhale.com
Michael.Gilligan@wilmerhale.com

Attention:

Keith Trammell
Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

BRUCE AND JEANNIE NORDSTROM 2010 MFN TRUST

By:	/s/ Peter E. Nordstrom
Name:	Peter E. Nordstrom
Title:	Trustee

Address: [**]

Attention: Peter E. Nordstrom

Email: [**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:

Keith.Trammell@wilmerhale.com
Michael.Gilligan@wilmerhale.com

Attention:

Keith Trammell
Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

PETE AND BRANDY NORDSTROM 2010 MFN TRUST

By:	/s/ Erik B. Nordstrom
Name:	Erik B. Nordstrom
Title:	Trustee

Address: [**]

Attention: Erik B. Nordstrom

Email: [**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:

Keith.Trammell@wilmerhale.com
Michael.Gilligan@wilmerhale.com

Attention:

Keith Trammell
Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

BRUCE AND JEANNIE NORDSTROM 2012 CFN TRUST

By:	/s/ Peter E. Nordstrom
Name:	Peter E. Nordstrom
Title:	Trustee

Address: [**]

Attention: Peter E. Nordstrom

Email: [**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:

Keith.Trammell@wilmerhale.com
Michael.Gilligan@wilmerhale.com

Attention:

Keith Trammell
Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

PETE AND BRANDY NORDSTROM 2012 CFN TRUST

By:	/s/ Erik B. Nordstrom
Name:	Erik B. Nordstrom
Title:	Trustee

Address: [**]

Attention: Erik B. Nordstrom

Email: [**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:

Keith.Trammell@wilmerhale.com
Michael.Gilligan@wilmerhale.com

Attention:

Keith Trammell
Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

PETE AND BRANDY NORDSTROM 2012 CHILDREN'S TRUST

By:	/s/ Erik B. Nordstrom
Name:	Erik B. Nordstrom
Title:	Trustee

Address: [**]

Attention: Erik B. Nordstrom

Email: [**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:

Keith.Trammell@wilmerhale.com
Michael.Gilligan@wilmerhale.com

Attention:

Keith Trammell
Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Leigh E. Nordstrom

/s/ Leigh E. Nordstrom
Leigh E. Nordstrom

Address: [**]

Attention: Leigh E. Nordstrom

Email: [**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:

Keith.Trammell@wilmerhale.com
Michael.Gilligan@wilmerhale.com

Attention:

Keith Trammell
Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Samuel C. Nordstrom

/s/ Samuel C. Nordstrom
Samuel C. Nordstrom

Address: [**]

Attention: Samuel C. Nordstrom

Email: [**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:

Keith.Trammell@wilmerhale.com
Michael.Gilligan@wilmerhale.com

Attention:

Keith Trammell
Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Sara D. Nordstrom

/s/ Sara D. Nordstrom
Sara D. Nordstrom

Address:	[**]
Attention:	Sara D. Nordstrom
Email:	[**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:	Keith.Trammell@wilmerhale.com
	Michael.Gilligan@wilmerhale.com
Attention:	Keith Trammell
	Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

ERIK AND JULIE NORDSTROM 2012

SARA D. NORDSTROM TRUST

By:	/s/ Peter E. Nordstrom
Name: Peter E. Nordstrom
Title: Trustee

Address:	[**]
Attention:	Peter E. Nordstrom
Email:	[**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:	Keith.Trammell@wilmerhale.com
	Michael.Gilligan@wilmerhale.com
Attention:	Keith Trammell
	Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

LN 1989 TRUST JWN

By:	/s/ Linda Nordstrom
Name: Linda Nordstrom
Title: Trustee

Address:	[**]
Attention:	Linda Nordstrom
Email:	[**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:	Keith.Trammell@wilmerhale.com
	Michael.Gilligan@wilmerhale.com
Attention:	Keith Trammell
	Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

LN Holdings JWN LLC

By:	/s/ Kimberly Mowat Bentz
Name: Kimberly Mowat Bentz
Title: Manager

Address:	[**]
Attention:	Kimberly Mowat Bentz
Email:	[**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:	Keith.Trammell@wilmerhale.com
	Michael.Gilligan@wilmerhale.com
Attention:	Keith Trammell
	Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

LN Holdings JWN II LLC

By:	/s/ Kimberly Mowat Bentz
Name: Kimberly Mowat Bentz
Title: Manager

Address:	[**]
Attention:	Kimberly Mowat Bentz
Email:	[**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:	Keith.Trammell@wilmerhale.com
	Michael.Gilligan@wilmerhale.com
Attention:	Keith Trammell
	Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

LN Medina Family LLC

By:	/s/ Kimberly Mowat Bentz
Name: Kimberly Mowat Bentz
Title: Manager

Address:	[**]
Attention:	Kimberly Mowat Bentz
Email:	[**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:	Keith.Trammell@wilmerhale.com
	Michael.Gilligan@wilmerhale.com
Attention:	Keith Trammell
	Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Alexandra F. Nordstrom

/s/ Alexandra F. Nordstrom
Alexandra F. Nordstrom

Address:	[**]
Attention:	Alexandra F. Nordstrom
Email:	[**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:	Keith.Trammell@wilmerhale.com
	Michael.Gilligan@wilmerhale.com
Attention:	Keith Trammell
	Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Blake & Molly Nordstrom 2012 TRUST

fbo Alexandra F. Nordstrom

By:	/s/ Alexandra F. Nordstrom
Name: Alexandra F. Nordstrom
Title: Trustee

Address:	[**]
Attention:	Alexandra F. Nordstrom
Email:	[**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:	Keith.Trammell@wilmerhale.com
	Michael.Gilligan@wilmerhale.com
Attention:	Keith Trammell
	Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Andrew L. Nordstrom

/s/ Alexandra F. Nordstrom
Andrew L. Nordstrom

Address:	[**]
Attention:	Andrew L. Nordstrom
Email:	[**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:	Keith.Trammell@wilmerhale.com
	Michael.Gilligan@wilmerhale.com
Attention:	Keith Trammell
	Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Blake and Molly Nordstrom 2012 TRUST

FBO Andrew L Nordstrom

By:	/s/ Andrew L. Nordstrom
Name: Andrew L. Nordstrom
Title: Trustee

Address:	[**]
Attention:	Andrew L. Nordstrom
Email:	[**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:	Keith.Trammell@wilmerhale.com
	Michael.Gilligan@wilmerhale.com
Attention:	Keith Trammell
	Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Molly Nordstrom

/s/ Molly Nordstrom
Molly Nordstrom

Address:	[**]
Attention:	Molly Nordstrom
Email:	[**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:	Keith.Trammell@wilmerhale.com
	Michael.Gilligan@wilmerhale.com
Attention:	Keith Trammell
	Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

BWN Trust u/w Blake W. Nordstrom

By:	/s/ Molly Nordstrom
Name: Molly Nordstrom
Title: Trustee

Address:	[**]
Attention:	Molly Nordstrom
Email:	[**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:	Keith.Trammell@wilmerhale.com
	Michael.Gilligan@wilmerhale.com
Attention:	Keith Trammell
	Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Mari Mowat Wolf

/s/ Mari Mowat Wolf
Mari Mowat Wolf

Address:	[**]
Attention:	Mari Mowat Wolf
Email:	[**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:	Keith.Trammell@wilmerhale.com
	Michael.Gilligan@wilmerhale.com
Attention:	Keith Trammell
	Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Kimberly Mowat Bentz

/s/ Kimberly Mowat Bentz
Kimberly Mowat Bentz

Address:	[**]
Attention:	Kimberly Mowat Bentz
Email:	[**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:	Keith.Trammell@wilmerhale.com
	Michael.Gilligan@wilmerhale.com
Attention:	Keith Trammell
	Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Blake Mowat Bentz 1991 Trust

By:	/s/ Kimberly Mowat Bentz
Name: Kimberly Mowat Bentz
Title: Trustee

Address:	[**]
Attention:	Kimberly Mowat Bentz
Email:	[**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:	Keith.Trammell@wilmerhale.com
	Michael.Gilligan@wilmerhale.com
Attention:	Keith Trammell
	Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Kyle Andrew Bentz Trust 1993

By:	/s/ Kimberly Mowat Bentz
Name: Kimberly Mowat Bentz
Title: Trustee

Address:	[**]
Attention:	Kimberly Mowat Bentz
Email:	[**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:	Keith.Trammell@wilmerhale.com
	Michael.Gilligan@wilmerhale.com
Attention:	Keith Trammell
	Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement (Family Group)]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Solely with respect to Sections 1, 11 and 14 through 23 of this Agreement:

NORSE HOLDINGS, INC.

By:	/s/ Erik B. Nordstrom
Name: Erik B. Nordstrom
Title: Co-Chief Executive Officer

Address:	[**]
Attention:	Erik B. Nordstrom
Email:	[**]

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

E-mail:	Keith.Trammell@wilmerhale.com
	Michael.Gilligan@wilmerhale.com
Attention:	Keith Trammell
	Michael Gilligan

and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

E-mail:	morganm@lanepowell.com
Attention:	Michael E. Morgan

[Signature Page to Rollover, Voting and Support Agreement (Family Group)]

SCHEDULE A

Shareholder	Subject Shares			Rollover Shares		Parent Shares
Anne E. Gittinger		13,849,579			13,846,274		13,846,274
Anne E. Gittinger Trust u/w Everett W. Nordstrom		5,501,520			5,501,520		5,501,520
1976 Elizabeth J. Nordstrom Trust FBO Anne Gittinger		1,555,200			1,555,200		1,555,200
Susan E. Dunn		288,419			288,419		288,419
Susan E. Dunn Trust u/w Elizabeth J. Nordstrom		743,420			743,420		743,420
Estate of Bruce A. Nordstrom		10,244,147	¹		10,244,147		10,244,147
1976 Bruce A. Nordstrom Trust (aka 1976 Elizabeth J. Nordstrom Trust FBO Bruce A. Nordstrom)		1,555,200			1,555,200		1,555,200
Trust A u/w Frances W. Nordstrom		6,935,360	²		4,323,261		4,323,261
Margaret Jean O'Roark Nordstrom		261,776			261,776		261,776
Peter E. Nordstrom		2,510,606	³		2,510,606		2,510,606
Brandy F. Nordstrom		176,057			176,057		176,057
Erik B. Nordstrom		2,602,277			2,602,277		2,602,277
Julie A. Nordstrom		42,646			42,646		42,646
James F. Nordstrom, Jr.		813,346			806,098		806,098
Lisa Nordstrom		2,635			0		0
Katharine T. Nordstrom 2007 Trust Agreement		24,593			24,593		24,593
Julia K. Nordstrom 2007 Trust Agreement		24,592			24,592		24,592
Audrey G. Nordstrom 2007 Trust Agreement		24,592			24,592		24,592
LN 1989 TRUST JWN		169,801			169,801		169,801
LN Holdings JWN LLC		435,276			435,276		435,276
LN Holdings JWN II LLC		4,465,662			4,465,662		4,465,662
Alexandra F. Nordstrom		76,996			76,996		76,996
Blake & Molly Nordstrom 2012 Trust FBO Alexandra F. Nordstrom		96,394			96,394		96,394
Andrew L. Nordstrom		67,188			0		0
Blake and Molly Nordstrom 2012 Trust FBO Andrew L Nordstrom		96,394			51,264		51,264
Leigh E. Nordstrom		125,588			125,588		125,588
Samuel C. Nordstrom		121,396			121,396		121,396
Sara D. Nordstrom		69,806			69,806		69,806
Erik and Julie Nordstrom 2012 Sara D. Nordstrom Trust		47,518			47,518		47,518
Bruce and Jeannie Nordstrom 2010 MFN Trust		24,530			24,530		24,530
Pete and Brandy Nordstrom 2010 MFN Trust		3,403			3,403		3,403
Bruce and Jeannie Nordstrom 2012 CFN Trust		24,530			24,530		24,530
Pete and Brandy Nordstrom 2012 CFN Trust		3,403			3,403		3,403
Pete and Brandy Nordstrom 2012 Children’s Trust		192,789			192,789		192,789
Molly A. Nordstrom		487,807			377,626		377,626
BWN Trust u/w Blake W. Nordstrom		170,431			170,431		170,431
Mari Mowat Wolf		15,270			15,270		15,270
Kimberly Mowat Bentz		31,446			31,446		31,446
Blake Mowat Bentz 1991 Trust		2,985			2,985		2,985
Kyle Andrew Bentz Trust 1993		2,079			2,079		2,079
LN Medina Family LLC		15,834			15,834		15,834

¹ [**]

²[**]

³[**]

Exhibit 44

Execution Version

WELLS FARGO BANK,
NATIONAL ASSOCIATION

125 High Street, 11th Floor

Boston, Massachusetts 02110

JPMORGAN CHASE BANK, N.A.

383 Madison Avenue

New York, New York 10179

Highly Confidential

December 22, 2024

Norse Holdings, Inc.

1617 Sixth Avenue

Seattle, Washington 98101

c/o Norse Holdings, Inc.

Project Norse

$1,200 million ABL Facility

Commitment Letter

Ladies and Gentlemen:

You have advised Wells Fargo Bank, National Association (“Wells Fargo”), , JPMorgan Chase Bank, N.A. (“JPMorgan” and together with Wells Fargo, the “Initial Commitment Parties” and, together with each other person, if any, added as a commitment party after the date of this Commitment Letter, “we” or “us” and each, a “Commitment Party”) Norse Holdings, Inc., a domestic entity (“you” or “Holdings”) formed at the direction of a group composed of Erik and Peter Nordstrom, certain other members of the Nordstrom family and related trusts (“Nordstrom Family”), and El Puerto de Liverpool S.A.B. de C.V. (“Liverpool,” and collectively with the Nordstrom Family, the “Buyer Group”), intends, directly or indirectly, to acquire Nordstrom, Inc. (the “Company” and, together with its subsidiaries, the “Acquired Business”) and to consummate the other transactions described in Exhibit A hereto. Capitalized terms used but not defined herein have the meanings assigned to them in the exhibits hereto.

Commitments.

In connection with the Transactions, Wells Fargo and JPMorgan (in such capacity, each an “Initial ABL Lender” and, together, the “Initial ABL Lenders”), commit to provide severally and not jointly the amount set forth next to its name in the table below of the ABL Facility on the terms set forth in the Term Sheet attached hereto as Exhibit B.

Initial ABL Lender	ABL Facility Commitment		Commitment Percentage  of ABL Facility
Wells Fargo	$	600,000,000.00		50	%
JPMorgan	$	600,000,000.00		50	%

The ABL Facility will contain the terms set forth on the Term Sheet, and the commitments of each Initial ABL Lender are subject only to the conditions set forth on the Conditions Annex (as defined below). The commitments with respect to the ABL Facility are on a several, and not joint and several, basis.

This commitment letter, together with the Term Sheet and the other attachments hereto and thereto, is referred to herein as this “Commitment Letter.” This Commitment Letter and the Fee Letters (as defined below in Section 5), together, are referred to herein as the “Commitment Papers.”

Titles and Roles.

It is agreed that (a) Wells Fargo and JPMorgan will act as joint lead arrangers and bookrunning managers for the ABL Facility (in such capacities, collectively the “Lead Arrangers”, and each a “Lead Arranger”). It is further understood and agreed that (x) Wells Fargo will have “lead left” and “highest” placement on all marketing materials relating to the ABL Facility and will perform the duties and, to the extent not inconsistent with the other terms of this Commitment Letter, exercise the authority conventionally understood to be associated with such role, and (y) JPMorgan will receive “second placement” in any listing of Lead Arrangers for the ABL Facility and (b) Wells Fargo will act as sole administrative agent and collateral agent for the ABL Facility (in such capacity, the “ABL Administrative Agent”). You agree that JPMorgan may perform its responsibilities as a Lead Arranger through its affiliate, J.P. Morgan Securities LLC.

No other agents, co-agents, lead arrangers, co-arrangers, bookrunners, managers or co-managers will be appointed, no other titles will be awarded and no compensation to any of the foregoing or any Commitment Party (other than compensation expressly contemplated by the Commitment Papers) will be paid in order to obtain a commitment to participate in the ABL Facility unless you and we agree in writing.

Syndication.

The Lead Arrangers reserve the right, prior to or after the execution of the ABL Facility Documentation (as defined in Exhibit C to this Commitment Letter), to syndicate all or a portion of the commitments with respect to the ABL Facility to a group of banks, financial institutions and other institutional lenders that are identified by the Lead Arrangers and subject to your prior consent (such consent not to be unreasonably withheld or delayed) (together with the Initial ABL Lenders, the “ABL Lenders”). The Lead Arrangers will not syndicate the commitments or any portion thereof to the following entities (collectively, the “Disqualified Lenders”):

(a)

those entities identified by or on behalf of you in writing, from time to time, as competitors of the Acquired Business;

(b)

any persons that are engaged as principals primarily in private equity, mezzanine financing or venture capital and such other persons that are, in each case, identified in writing by or on behalf of you to us on or prior to the date hereof or with the consent of the ABL Administrative Agent, by the Borrower in writing at any time on and after the Closing Date;

(c)

any person that is an affiliate of the entities described in the preceding clauses (a) and (b) (other than any bona fide debt fund affiliates thereof (except to the extent separately identified under clause (a) or (b) above)); provided that such person is either reasonably identifiable as an affiliate solely on the basis of its name or is identified in writing to us by or on behalf of you; and

(d)

“Excluded Affiliates” (as defined below).

No Disqualified Lender may become an ABL Lender or have any commitment or right (including a participation right) with respect to the ABL Facility; provided that, to the extent persons are identified as Disqualified Lenders in writing by you after the date of this Commitment Letter (or, if after the Closing Date, by you to the ABL Administrative Agent) pursuant to clauses (a) or (c) above, the inclusion of such persons as Disqualified Lenders shall not retroactively apply to prior assignments or participations made in compliance with applicable assignment or participation provisions. Notwithstanding the Lead Arrangers’ right to syndicate the ABL Facility and receive commitments with respect thereto, (i) no Initial ABL Lender will be relieved, released or novated from its obligations under the Commitment Papers in connection with any syndication, assignment or participation of the ABL Facility, including its commitments and obligations to fund such ABL Facility, until after the initial funding under the ABL Facility has occurred (or, if there is no funding of the ABL Facility on the Closing Date, the date of the effectiveness of the ABL Facility), (ii) no assignment or novation will become effective (as between you and the Initial ABL Lenders) with respect to all or any portion of the Initial ABL Lenders’ commitments in respect of the ABL Facility until the initial funding of the ABL Facility has occurred (or, if there is no funding of the ABL Facility on the Closing Date, the date of the effectiveness of the ABL Facility) and (iii) unless you otherwise expressly agree in writing, the Initial ABL Lenders will retain exclusive control over all rights and obligations with respect to their commitments in respect of the ABL Facility, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the initial funding under the ABL Facility has occurred (or, if there is no funding of the ABL Facility on the Closing Date, the date of the effectiveness of the ABL Facility).

The Lead Arrangers intend to commence syndication efforts promptly upon the execution of this Commitment Letter and, as part of their syndication efforts, it is the Lead Arrangers’ intent to have ABL Lenders commit to the ABL Facility prior to the Closing Date (subject to the limitations set forth in the preceding paragraph). You agree to use your commercially reasonable efforts to assist the Lead Arrangers in completing a Successful ABL Syndication (as defined in the Arranger Fee Letter) until the date that is the earlier of (a) 60 days after the Closing Date and (b) the date on which a Successful ABL Syndication is achieved (such earlier date, the “Syndication Date”). Such assistance shall be limited to the following (and subject to the second to last paragraph of this Section 3), upon request:

(i)

your using your commercially reasonable efforts to ensure that any syndication efforts benefit from your existing lending and investment banking relationships and the existing lending and investment banking relationships of the Acquired Business;

(ii)

direct contact between your senior management (and you using your commercially reasonable efforts, to the extent not in contravention of the terms of the Acquisition Agreement, to arrange for direct contact with senior management of the Company) and the proposed ABL Lenders at times and locations to be mutually agreed upon (which meeting may be virtual);

(iii)

your assistance (and your using your commercially reasonable efforts, to the extent not in contravention of the terms of the Acquisition Agreement, to cause the Company to assist) in the preparation of a customary confidential information memorandum (the “Confidential Information Memorandum”) for the ABL Facility and other customary marketing materials to be used in connection with the syndication of the ABL Facility; provided that (A) the Confidential Information Memorandum and such marketing materials will be in a form consistent with confidential offering memoranda and marketing materials used in recent similar transactions, (B) such assistance shall require delivery by you only of such information as is customarily delivered by a borrower in debt facilities such as the ABL Facility and (C) such assistance shall not require delivery of any information customarily provided by a financing source in the preparation of such Confidential Information Memorandum;

(iv)

the hosting, with the Lead Arrangers, of one meeting (which may be held by telephone, video or other electronic method) for the ABL Facility of prospective ABL Lenders at times and locations to be mutually agreed upon; and

(v)

using commercially reasonable efforts, to the extent not in contravention of the terms of the Acquisition Agreement, to ensure that the ABL Administrative Agent has sufficient access to the Acquired Business to complete a field examination and inventory appraisal with respect to assets to be included in the Borrowing Base;

Until the Syndication Date:

(A)

you agree to ensure that there will not be any competing issuances of your and your subsidiaries’ debt securities or your or your subsidiaries’ commercial bank or other credit facilities (and to use your commercially reasonable efforts to ensure that there will not be any such competing issues or facilities of the Acquired Business), in each case being offered, placed or arranged that would reasonably be expected to materially impair the primary syndication of the ABL Facility prior to the later of the Closing Date and the Syndication Date without the prior written consent of the Lead Arrangers (it being agreed that this clause (A) will not apply to any indebtedness (1) under the ABL Facility, (2) under a credit facility or other debt instrument made available to Holdings by Liverpool or any of its affiliates in connection with the Acquisition (the “Parent SPV Loan”), (3) under any credit facility made available to Liverpool or an affiliate thereof in connection with the Acquisition (each a “Liverpool Loan”) or (4) permitted to be incurred prior to the Closing Date, or remain outstanding on or after the Closing Date, pursuant to the terms of the Acquisition Agreement and it being understood and agreed that the Acquired Business’ ordinary course debt, drawings on existing commitments under the existing credit agreement, short-term working capital facilities and ordinary course capital leases, deferred purchase price obligations, surety bonds, bank guarantees, hedging arrangements, purchase money and equipment financings will not materially impair the primary syndication of the ABL Facility); and

(B)

you agree to provide (and to use your commercially reasonable efforts to cause the Acquired Business to provide) to the Lead Arrangers all customary information reasonably available to you with respect to (i) you, (ii) the Acquired Business, (iii) your and its respective subsidiaries and (iv) the Transactions, including projections of the type customarily included in a “private side” bank book (such projections, together with financial estimates, forecasts and other forward-looking information, the “Projections”), as the Lead Arrangers may reasonably request in connection with the syndication of the ABL Facility; provided, that the only other Projections, financial statements and other financial information that shall be required to be provided to the Lead Arrangers shall be the Projections, financial statements and other financial information already provided as of the date hereof or required to be delivered pursuant to paragraph 4 of the Conditions Annex attached hereto.

For the avoidance of doubt, you will not be required to provide (or to cause any person to provide) any trade secrets or information to the extent that the provision thereof would violate any law, rule or regulation, fiduciary duty, binding agreement, or any obligation of confidentiality binding upon, or waive any privilege that may be asserted by, you, the Acquired Business or any of your or its respective affiliates (so long as such obligation is not entered into in contemplation of this provision); provided that, in the event that you do not provide information in reliance on this sentence, you shall provide notice to the Lead Arrangers promptly upon obtaining knowledge that such information is being withheld, and you shall use your commercially reasonable efforts to communicate, to the extent feasible, the applicable information in a way that would not violate the applicable obligation or risk waiver of such privilege; provided, further, that the representation and warranty made by you with respect to information in Section 4 shall not be affected in any way by your decision not to provide such information.

Neither the commencement nor the completion of any syndication of the ABL Facility (including the Successful ABL Syndication) nor compliance with the foregoing provisions of this Section 3, will constitute a condition to the commitments of the Initial ABL Lenders hereunder or the funding of the ABL Facility on the Closing Date (or, if there is no funding of the ABL Facility on the Closing Date, the date of the effectiveness of the ABL Facility). We acknowledge that the Acquired Business and/or its affiliates are not restricted from incurring debt or liens prior to the date or time that the Acquisition is required to be consummated pursuant to the terms of the Acquisition Agreement (the “Acquisition Date”), except as specifically set forth in the Acquisition Agreement, and that prior to the Acquisition Date, the Acquired Business is obligated to assist with respect to the ABL Facility, and any other financing for the Transactions, only to the extent set forth in the Acquisition Agreement, and the extent of such restrictions and assistance (as set forth in the Acquisition Agreement) is acceptable to us. Your obligations under the Commitment Papers to use “commercially reasonable efforts” (a) to take any action shall not require you or any of your affiliates to make any equity contribution in excess of the Minimum Equity Contribution (as defined Exhibit A) or to incur any fee not specifically contemplated by the Commitment Papers (including any “market flex” provisions) and (b) to cause the Acquired Business or their respective management or affiliates to take (or to refrain from taking) any action is subject to the terms of the Acquisition Agreement, and it will not require you, under any circumstances, to commence any litigation or to take any action that is not practical, appropriate or reasonable in light of the circumstances or in contravention of the terms of the Acquisition Agreement, to take any action that would reasonably be expected to permit the Acquisition Agreement to be terminated or to commence litigation with respect to the Acquisition Agreement. Prior to the Closing Date, your obligations to cause the Acquired Business to take (or refrain from taking) any action shall be limited to your commercially reasonable efforts.

Except as set forth above, the Lead Arrangers will, in consultation with you, manage all aspects of any syndication of the ABL Facility, including (a) decisions as to the selection of institutions reasonably acceptable to you to be approached, which will exclude Disqualified Lenders, (b) subject to your prior written consent (such consent not to be unreasonably withheld or delayed), when they will be approached, (c) when their commitments will be accepted, (d) which institutions will participate (which will exclude Disqualified Lenders and be subject to your consent rights and rights of appointment set forth above), (e) subject to your prior written consent (such consent not to be unreasonably withheld or delayed), the allocation of the commitments among the ABL Lenders and (f) the amount and distribution of fees among the ABL Lenders.

Information.

You hereby represent (with respect to information provided by or concerning the Acquired Business or its operations or assets prior to the Closing Date, to your knowledge) that (a) all written information and written data (other than the Projections and information of a general economic or industry nature (the “Information”)) that has been or will be made available to the Commitment Parties by or on your behalf, when taken as a whole, does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, when taken as a whole, not materially misleading in light of the circumstances under which such statements are made (in each case, after giving effect to all supplements and updates thereto from time to time) and (b) the Projections that have been or will be made available to the Lead Arrangers by or on your behalf, when taken as a whole, have been or will be prepared, in good faith based upon assumptions that are believed by you to be reasonable at the time prepared and at the time any such Projections are delivered to the Lead Arrangers; it being understood that (1) Projections are predictions as to future events and are not to be viewed as facts, (2) Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of you, the Buyer Group and the Acquired Business, (3) no assurance can be given that any particular Projections will be realized and (4) actual results may differ significantly and such differences may be material. You agree that, if at any time prior to the later of the Closing Date and the Syndication Date, you become aware that any of the representations in the preceding sentence would be incorrect in any material respect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will supplement, and will use your commercially reasonable efforts to cause the Company to supplement, the Information and the Projections so that such representations will be correct in all material respects under those circumstances; provided that any such supplementation shall cure any breach of such representations. In arranging and syndicating the ABL Facility, the Lead Arrangers will be entitled to use and rely on the Information and the Projections without responsibility for independent verification thereof, and the Lead Arrangers do not assume responsibility for the accuracy or completeness of the Information or Projections. For the avoidance of doubt, the accuracy of the representations set forth above is not a condition precedent to the commitments hereunder or the funding of the ABL Facility on the Closing Date.

You acknowledge that (a) we may make available the Information and the Projections to a proposed syndicate of ABL Lenders (other than Disqualified Lenders) by posting the Information or the Projections on IntraLinks or another similar electronic system (the “Platform”), in each case, subject to a market standard “click through” or similar confidentiality agreement, and (b) certain ABL Lenders (each, a “Public Lender”) may not wish to receive information with respect to you, the Acquired Business and your and their respective subsidiaries or your and their respective securities that is not publicly available or has not been made (or would not be expected to be made) available to investors in connection with a Rule 144A or public offering of the Initial Borrower’s or the Company’s securities (“material non-public information”). At the request of the Lead Arrangers, you agree to use your commercially reasonable efforts to assist us in preparing an additional version of the Confidential Information Memorandum (the public-side version) to be used by Public Lenders, that will include no material non-public information with respect to you, the Acquired Business or your or their respective subsidiaries or your and their respective securities for purposes of United States federal and state securities laws. It is understood that in connection with the assistance described above, (i) to the extent reasonably requested by the Lead Arrangers, you agree to deliver (and to use your commercially reasonable efforts to cause the Company to deliver) a customary authorization letter to be included in each Confidential Information Memorandum in a form customarily included in the Confidential Information Memorandum for senior secured bank financings (provided, that the customary “10b-5” representation in such authorization letter will be consistent with the representations set forth in the preceding paragraph of this Commitment Letter (provided, that, for the avoidance of doubt, such representation shall not contain a knowledge qualifier)) that authorizes the distribution of such Confidential Information Memorandum to prospective ABL Lenders (other than Disqualified Lenders) and confirms that the public-side version does not include material non-public information with respect to you, the Initial Borrower, the Acquired Business, your or their respective subsidiaries or your or their respective securities for purposes of United States federal and state securities laws; (ii) each Confidential Information Memorandum will exculpate you, the Buyer Group, the Acquired Business and us and your and our respective affiliates with respect to the content and the use of such Confidential Information Memorandum or any related marketing material by the recipients thereof; (iii) the public-side version of the Confidential Information Memorandum and information provided to Public Lenders, subject to the confidentiality and other provisions of this Commitment Letter, may include the following information, except to the extent you notify (including by email) us to the contrary (prior to their distribution) and provided that you have been given a reasonable opportunity to review such public-side version and comply with U.S. Securities and Exchange Commission disclosure requirements: (A) drafts and final ABL Facility Documentation (other than fee letters) and customary marketing term sheets that have been approved by you (such approval not to be unreasonably withheld or delayed), (B) administrative materials prepared by the Lead Arrangers for prospective ABL Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda) and (C) notification of changes in the terms of the ABL Facility; (iv) at our request, you agree to use your commercially reasonable efforts to identify information to be distributed to Public Lenders by clearly and conspicuously marking the same as “PUBLIC”; and (v) we will be entitled to treat any Information and Projections that are not specifically identified as “PUBLIC” as being suitable for posting only on the portion of the Platform not available to or accessible by Public Lenders. If you advise us that any of the foregoing items should not be distributed to Public Lenders, the Lead Arrangers will not distribute such materials to Public Lenders without your consent.

Fees.

As consideration for the commitments and agreements of each Initial ABL Lender and each Lead Arranger’s and other agents’ agreements to perform the services described herein, you agree to pay (or cause to be paid) the fees set forth in the fee letter dated as of the date hereof between you and the Lead Arrangers (the “Arranger Fee Letter”) and the fee letter dated as of the date hereof between you and Wells Fargo (the “Wells Fargo Agent Fee Letter” and together with the Arranger Fee Letter, the “Fee Letters”) and in the term sheets attached to this Commitment Letter. Once paid, such fees will not be refundable under any circumstances, except as otherwise contemplated by the Fee Letters or otherwise agreed in writing by the parties hereto.

Conditions Precedent.

The commitments of each Initial ABL Lender with respect to the ABL Facility and each Lead Arranger’s and each agent’s agreements to perform the services described herein are subject solely to the satisfaction (or waiver by the Lead Arrangers) of the conditions precedent explicitly set forth on the exhibit to this Commitment Letter labeled “Conditions Annex” (such conditions, the “Financing Conditions,” and such exhibit, the “Conditions Annex”). Upon satisfaction (or waiver by the Lead Arrangers) of such conditions, the initial funding of the ABL Facility shall occur (or, if there is no funding of the ABL Facility on the Closing Date, the date of the effectiveness of the ABL Facility), it being understood that there are no conditions (implied or otherwise) to the commitments hereunder and there will be no conditions (implied or otherwise) under the ABL Facility Documentation to the funding of the ABL Facility on the Closing Date, including compliance with the terms of this Commitment Letter, the Fee Letters or the ABL Facility Documentation, other than those that are expressly stated on the Conditions Annex.

Notwithstanding anything in the Commitment Papers (including each of the exhibits attached thereto), the ABL Facility Documentation or any other agreement or other undertaking concerning the financing of the Transactions to the contrary, the following provisions (the “Certain Funds Provisions”) will apply:

(a)            the only representations and warranties the making and accuracy of which will be a condition to the initial funding of the ABL Facility on the Closing Date (or, if there is no funding of the ABL Facility on the Closing Date, the effectiveness of the ABL Facility) will be the Acquisition Agreement Representations and the Specified Representations; provided, that a failure of any Acquisition Agreement Representation to be accurate will not result in a failure of a Financing Condition or a default under the ABL Facility Documentation, unless such failure gives (or gave) you (or your affiliates) the right pursuant to the terms of the Acquisition Agreement (taking into account any notice, grace periods and cure provisions) to terminate the Acquisition Agreement in accordance with its terms or the right pursuant to the terms of the Acquisition Agreement to decline to consummate the Acquisition, in each case, in accordance with its terms and without any liability to and without resulting in the payment of any fees, liquidated damages or other amounts by you or any affiliate under the Acquisition Agreement;

(b)            the terms of the ABL Facility Documentation and the Closing Deliverables for the ABL Facility will be subject to the ABL Documentation Principles (as defined in Exhibit B to this Commitment Letter), will contain no conditions to the initial funding of the ABL Facility other than the Financing Conditions, and in any event will be in a form such that they do not impair the availability of the ABL Facility on the Closing Date if the Financing Conditions are satisfied (or waived by the Lead Arrangers); it being understood that to the extent any security interest in any Collateral (as defined in Exhibit B to this Commitment Letter) is not or cannot be provided and/or perfected on the Closing Date (other than the pledge and perfection of the security interests (1) in the certificated equity interests, if any, of the Initial Borrower and the Company (to the extent required by the Term Sheet and for which a security interest can be perfected by delivering certificates evidencing such certificated equity interests); provided that, to the extent that you have used commercially reasonable efforts to procure the delivery thereof on or prior to the Closing Date, such certificated equity interests of the Company will only be required to be delivered on the Closing Date pursuant to the terms set forth above if such certificates are actually received from the Company and (2) in other assets pursuant to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code), after your use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition to the availability of the ABL Facility on the Closing Date, but instead shall be required to be delivered and/or perfected after the Closing Date pursuant to arrangements and timing to be mutually agreed by the ABL Administrative Agent and the Borrower acting reasonably without any requirement for ABL Lender consent, but in any event not later than 90 days after the Closing Date or such longer period as may be agreed by the ABL Administrative Agent and the Borrower acting reasonably; and

(c)            there are no conditions (implied or otherwise) to the commitments and agreements hereunder (including compliance with the terms of the Commitment Papers or the ABL Facility Documentation), other than the Financing Conditions, and upon satisfaction (or waiver by the Lead Arrangers) of the Financing Conditions, the ABL Administrative Agent and the Initial ABL Lenders and each other party thereto will execute and deliver the ABL Facility Documentation to which it is a party and the initial funding under the ABL Facility will occur (or, if there is no funding of the ABL Facility on the Closing Date, the effectiveness of the ABL Facility).

“Acquisition Agreement Representations” means such of the representations and warranties made by the Acquired Business with respect to the Acquired Business in the Acquisition Agreement to the extent a breach of such representations and warranties is material and adverse to the interests of the Initial ABL Lenders (in their capacities as such), but only to the extent that you (or your affiliates) have the right to terminate pursuant to the terms of the Acquisition Agreement (taking into account any notice, grace periods and cure provisions) the Acquisition Agreement or the right pursuant to the terms of the Acquisition Agreement to decline to consummate the Acquisition (in each case, in accordance with the terms thereof and without any liability to and without resulting in the payment of any fees, liquidated damages or other amounts by you or any affiliate under the Acquisition Agreement) as a result of a breach of such representations and warranties in the Acquisition Agreement.

“Specified Representations” means the representations and warranties of the Loan Parties (as defined in Exhibit B) set forth in the ABL Facility Documentation relating to their organizational existence of the Loan Parties, organizational power and authority (only as to execution, delivery and performance of the ABL Facility Documentation), their due authorization, execution, delivery and enforceability (against them) of the ABL Facility Documentation, solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the Transactions (consistent with the solvency certificate attached to this Commitment Letter), no conflicts of ABL Facility Documentation (only as to execution, delivery and performance of the ABL Facility Documentation and the extensions of credit thereunder) with their charter documents (as in effect upon consummation of, or immediately after consummation of, the Acquisition and the adoption of any related resolutions), compliance of the Transactions with Federal Reserve margin regulations, the Investment Company Act, the Patriot Act, use of proceeds not violating OFAC and the FCPA and the creation, validity and perfection of security interests in the Collateral (subject to Permitted Liens and the Certain Funds Provisions). Notwithstanding anything to the contrary contained herein, if any of the Specified Representations are qualified or subject to “material adverse effect”, the definition of “Material Adverse Effect” in the Acquisition Agreement shall apply for the purposes of any representations and warranties made, or to be made, on or as of the Closing Date.

Indemnification; Limitation of Liability; Expenses.

You agree to indemnify and hold harmless each Commitment Party and its affiliates and controlling persons and the respective officers, directors, employees, partners, agents and representatives of each of the foregoing and their successors and permitted assigns (each, an “Indemnified Person”) to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages and liabilities, joint or several, to which any such Indemnified Person actually incurred or suffered by such Indemnified Person, to the extent arising out of, resulting from or in connection with the Commitment Papers, the Transactions or the ABL Facility, or any claim, litigation, investigation or proceeding (each, an “Action”) relating to any of the foregoing, regardless of whether any such Indemnified Person is a party thereto and whether or not such Action is brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each such Indemnified Person, promptly after receipt of a written request, together with customary backup documentation in reasonable detail, for any reasonable and documented out-of-pocket legal expenses (limited to one counsel for all Indemnified Persons taken as a whole and, if reasonably necessary, a single local counsel for all Indemnified Persons taken as a whole in each relevant jurisdiction (which may be a single local counsel acting in multiple jurisdictions) and, solely in the case of any actual or perceived conflict of interest between Indemnified Persons where the Indemnified Persons affected by such conflict inform you of such conflict, one additional counsel in each relevant jurisdiction to each group of affected Indemnified Persons similarly situated, taken as a whole) or other reasonable and documented in reasonable detail out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing; provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the extent (a) resulting from the willful misconduct, bad faith or gross negligence of such Indemnified Person or any Related Indemnified Persons (as defined below) of such Indemnified Person, (b) arising from a material breach of the obligations of such Indemnified Person or any Related Indemnified Persons of such Indemnified Person under the Commitment Papers or the ABL Facility Documentation, including the failure to fund the ABL Facility upon satisfaction or waiver of the Financing Conditions (in the case of clauses (a) and (b), as determined by a court of competent jurisdiction in a final and non-appealable judgment), or (c) arising from any dispute among Indemnified Persons or any Related Indemnified Persons of the foregoing other than any Actions against any Commitment Party in its collective capacities or in fulfilling its role as an Initial ABL Lender, Lead Arranger, ABL Administrative Agent or other agent role under the ABL Facility and other than any claims arising out of any act or omission on the part of you or any of your affiliates. Notwithstanding the foregoing, each Indemnified Person shall be obligated to refund and return promptly any and all amounts paid under the indemnification provisions of this Commitment Letter to such Indemnified Person and its Related Indemnified Persons for any such losses, claims, damages, liabilities or expenses to the extent such Indemnified Person and its Related Indemnified Persons is not entitled to payment of such amounts in accordance with the terms hereof as finally determined by a final, non-appealable judgment of a court of competent jurisdiction, and, to the extent not a party hereto, the agreement of an Indemnified Person to this provision is a condition to the indemnity provided herein.

Notwithstanding any other provision of this Commitment Letter (a) except to the extent resulting from the willful misconduct, bad faith or gross negligence of (or material breach of the Commitment Papers by) such Indemnified Person or any Related Indemnified Persons of the foregoing (as determined by a court of competent jurisdiction in a final and non-appealable judgment), no Indemnified Person will be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems (including the Platform) and (b) neither any Indemnified Person, nor you or the Acquired Business (or any of their respective directors, officers, employees, controlling persons, controlled affiliates or agents) will be liable for any indirect, special, punitive or consequential damages in connection with the Commitment Papers, the ABL Facility, the Transactions (including the ABL Facility and the use of proceeds thereunder), or with respect to any activities or other transactions related to the ABL Facility; provided that, nothing in this clause (b) shall relieve you of any obligation you may have to indemnify an Indemnified Person, as provided in the immediately preceding paragraph, against any indirect, special, punitive or consequential damages asserted against such Indemnified Person by a third party.

You will not be liable for any settlement of any Action effected without your prior written consent (such consent not to be unreasonably withheld or delayed (it being understood that consent withheld for failure of any of the conditions in the immediately succeeding sentence to be true is reasonable)), but, if settled with your written consent or if there is a final judgment in any such Actions, you agree to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the indemnification provisions of this Commitment Letter. You will not, without the prior written consent of an Indemnified Person, effect any settlement of any Action in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability on claims that are the subject matter of such Actions and (ii) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of such Indemnified Person.

For purposes hereof, a “Related Indemnified Person” of an Indemnified Person means (a) any controlling person or controlled affiliate of such Indemnified Person, (b) the respective directors, officers, or employees of such Indemnified Person or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnified Person or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnified Person, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this sentence pertains to a controlled affiliate or controlling person involved in the negotiation or syndication of this Commitment Letter or the ABL Facility.

Each Indemnified Person shall, in consultation with you, take all reasonable steps to mitigate any losses, claims, damages, liabilities and expenses and shall give (subject to confidentiality or legal restrictions) such information and assistance, in each case at your sole expense, to you as you may reasonably request in connection with any Proceeding.

Upon the Closing Date, you agree to reimburse each Commitment Party for its reasonable and documented in reasonable detail out-of-pocket expenses (including expenses of each Commitment Party’s due diligence investigation, syndication expenses, travel expenses and reasonable and documented out-of-pocket fees, disbursements and other charges of the single counsel to the Commitment Parties as identified in the Term Sheet, the reasonable and documented out-of-pocket fees, disbursements and other charges of an additional legal counsel to the ABL Administrative Agent in an amount not to exceed $150,000 and, if reasonably necessary, of a single local counsel to the Commitment Parties in each relevant material jurisdiction, which may be a single local counsel acting in multiple material jurisdictions and in the case of any actual or perceived conflict of interest, one additional counsel in each relevant material jurisdiction and the reasonable and documented expenses in connection with the field examinations and inventory appraisals conducted prior to the Closing Date or the date that the Commitment Letter is terminated, as applicable), in each case, incurred solely in connection with due diligence and the preparation, negotiation, execution and delivery of the Commitment Papers and the ABL Facility Documentation and any related definitive documentation, (collectively, the “Expenses”); provided that other than any reasonable and documented out-of-pocket expenses in connection with any collateral diligence/field exams, which for avoidance of doubt shall be payable whether or not the Closing Date occurs, you shall not be required to reimburse any of the Expenses in the event the Closing Date does not occur. The foregoing provisions in this paragraph shall be superseded in each case, to the extent covered thereby, by the application provisions contained in the ABL Facility Documentation upon execution thereof and thereafter shall have no further force and effect.

Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities; Binding Obligations.

You acknowledge that each Commitment Party and its affiliates may be providing debt financing, equity capital or other services (including investment banking and financial advisory services, securities trading, hedging, financing and brokerage activities, and financial planning and benefits counseling) to other companies in respect of which the Acquired Business may have conflicting interests. We will not furnish confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or our other relationships with you to such other companies. You also acknowledge that we do not have any obligation to use, in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by us or any of our respective affiliates from such other companies.

You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and any Commitment Party is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether such Commitment Party has advised or is advising you on other matters, (b) each Commitment Party, on the one hand, and you, on the other hand, have an arm’s-length business relationship that does not, directly or indirectly, give rise to, nor do you rely on, any fiduciary duty on the part of such Commitment Party, and you waive, to the fullest extent permitted by law, any claims you may have against us for breach of fiduciary duty or alleged breach of fiduciary duty and agree that we will have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including equity holders, employees or creditors, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that each Commitment Party and its affiliates are engaged in a broad range of transactions that may involve interests that differ from your and your affiliates’ interests and that such Commitment Party has no obligation to disclose such interests and transactions to you or your affiliates, (e) you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate and (f) each Commitment Party has been, is and will be acting solely as a principal and, except as otherwise expressly agreed in writing by the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary for you, any of your affiliates or any other person or entity. In addition, each Commitment Party may employ the services of its affiliates in providing certain services hereunder and may exchange with such affiliates in connection therewith information concerning the Acquired Business, and such affiliates will be entitled to the benefits afforded to, and subject to the obligations of (including, for the avoidance of doubt, confidentiality obligations), such Commitment Party under this Commitment Letter.

You further acknowledge that each Commitment Party and its affiliates may be a full service securities firm engaged in securities trading and brokerage activities, as well as providing investment banking and other financial services. In the ordinary course of business, each Commitment Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for their respective own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of the Acquired Business and other companies with which the Buyer Group or the Acquired Business may have commercial or other relationships. With respect to any securities and/or financial instruments so held by each Commitment Party, its affiliates or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

You further acknowledge and agree that you are responsible for making your own independent judgment with respect to the Transactions and the process leading thereto. Additionally, you acknowledge and agree that we are not advising you as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. You will consult with your own advisors concerning such matters and will be responsible for making your own independent investigation and appraisal of the transactions contemplated hereby.

We represent and warrant that the Commitment Papers constitute our legally valid and binding obligation to provide services and perform our other obligations set forth herein and to fund the ABL Facility upon satisfaction or waiver of the Financing Conditions, in each case, enforceable at law and in equity in accordance with their terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally); provided that it is acknowledged and agreed by each party hereto that the initial funding of the ABL Facility on the Closing Date will be subject solely to the Financing Conditions. You represent and warrant that the Commitment Papers constitute your legally valid and binding obligation, enforceable at law and in equity against you in accordance with their terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally); provided that nothing contained in the Commitment Papers obligates you or any of your affiliates to consummate any Transaction or to draw upon all or any portion of the ABL Facility.

Assignments; Amendments; Governing Law, Etc.

Each of the parties hereto agrees that (i) this Commitment Letter is a binding and enforceable agreement (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law)) with respect to the subject matter contained herein, including an agreement to negotiate in good faith the ABL Facility Documentation by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the funding of the ABL Facility is subject only to the conditions precedent set forth in the Conditions Annex hereto and (ii) each of the Fee Letters is a binding and enforceable agreement (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law)) of the parties thereto with respect to the subject matter set forth therein.

This Commitment Letter and the commitments hereunder are not assignable (except assignments by you to an affiliate that is a newly formed domestic “shell” company that consummates or intends to consummate the Acquisition and any other assignment that occurs as a matter of law in connection with the Acquisition) without the prior written consent of each other party hereto, and any attempted assignment without such consent will be null and void. This Commitment Letter and the commitments hereunder are intended to be solely for the benefit of the parties hereto (and Indemnified Persons solely to the extent expressly set forth herein), is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons solely to the extent expressly set forth herein) and is not intended to create a fiduciary relationship among the parties hereto. Subject to the limitations otherwise set forth herein, any and all services to be provided by each Commitment Party hereunder may be performed by or through any of its affiliates or branches, and such affiliates and branches will be entitled to the benefits afforded to, and will be subject to the obligations of (including, for the avoidance of doubt, confidentiality obligations), such Commitment Party under this Commitment Letter. Except as otherwise set forth herein, this Commitment Letter may not be amended or any provision hereof waived or modified except in a writing signed by each Commitment Party and you. This Commitment Letter may be executed in any number of counterparts, each of which will be an original and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile or other electronic transmission (including in “.pdf” format) will be effective as delivery of a manually executed counterpart hereof. For purposes hereof, the words “execution,” “execute,” “executed,” “signed,” “signature” and words of like import in this Commitment Letter or the Fee Letters shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formulations on electronic platforms, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transaction Act. Section headings used herein are for convenience of reference only, are not part of this Commitment Letter and will not affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter. The Commitment Papers supersede all prior understandings, whether written or oral, among you and us with respect to the ABL Facility and set forth the entire agreement and understanding of the parties hereto with respect thereto. No party has been authorized by us to make any oral or written statements that are inconsistent with the Commitment Papers.

THIS COMMITMENT LETTER, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATING TO THIS COMMITMENT LETTER, WILL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK; provided, however, that (a) the interpretation of the definition of Company Material Adverse Effect (as defined in the Acquisition Agreement) and whether or not a Company Material Adverse Effect has occurred, including for purposes of the Financing Conditions, (b) the determination of the accuracy of any Acquisition Agreement Representation and whether as a result of any inaccuracy of any Acquisition Agreement Representation you (or your affiliates) have the right to terminate your (or their respective) obligations under the Acquisition Agreement or decline to consummate the Acquisition and (c) the determination of whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement will, in each case (whether based in contract, tort or otherwise), be governed by, and construed and interpreted in accordance with, the Law (as defined in the Acquisition Agreement) governing the Acquisition Agreement as applied to the Acquisition Agreement, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.

10.

WAIVER OF JURY TRIAL.

EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THE ACQUISITION, THE TRANSACTIONS, THE COMMITMENT PAPERS OR THE PERFORMANCE BY US OR ANY OF OUR AFFILIATES OF THE SERVICES HEREUNDER OR THEREUNDER.

11.

Jurisdiction.

Each party hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in the City of New York, and any appellate court from any such court, in any suit, action, proceeding, claim or counterclaim arising out of or relating to the Commitment Papers or the Transactions, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such suit, action, proceeding, claim or counterclaim will be heard and determined in such New York State or, to the extent permitted by law, in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action, proceeding, claim or counterclaim arising out of or relating to the Commitment Papers or the Transactions in any court in which such venue may be laid in accordance with the preceding clause (a) of this sentence, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action, proceeding, claim or counterclaim in any such court and (d) agrees that a final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Service of any process, summons, notice or document by registered mail or overnight courier addressed to any of the parties hereto at the addresses above will be effective service of process against such party for any suit, action, proceeding, claim or counterclaim brought in any such court.

12.

Confidentiality.

This Commitment Letter is delivered to you on the understanding that none of the Fee Letters or, prior to your acceptance hereof, this Commitment Letter, or their terms or substance, may be disclosed by you to any other person or entity, except (a) to the Buyer Group and to your and their respective officers, directors, employees, affiliates, controlling persons, members, partners, equity holders, attorneys, accountants, representatives, agents and advisors on a confidential and need to know basis, (b) [reserved], (c) if each Commitment Party consents in writing to such proposed disclosure, (d) that the Term Sheet and the existence of this Commitment Letter (but not the Commitment Letter or any other contents of the Commitment Papers other than the Term Sheet) may be disclosed to any rating agency in connection with the Transactions or (e) pursuant to the order of any court or administrative agency in any pending legal or administrative proceeding, or otherwise as required by applicable law or regulation or as requested by a governmental authority (in which case you agree, to the extent practicable, to inform us promptly thereof to the extent lawfully permitted to do so); provided that you may disclose (i) the Commitment Letter and the contents thereof (but not the Fee Letters or the contents thereof) to the Acquired Business and its officers, directors, employees, equity holders, attorneys, accountants, representatives, agents and advisors on a confidential basis, (ii) the aggregate amount of the fees (including upfront fees and OID) payable under any Fee Letters as part of Projections, pro forma information or as part of generic disclosure regarding sources and uses (but without disclosing any specific fees set forth therein) in connection with any syndication of the ABL Facility or other marketing efforts for debt to be used to finance the Transactions or in any public or regulatory filing requirement relating to the Transactions, (iii) on a confidential basis, any Fee Letter and the contents thereof to your and the Acquired Business’ auditors and accounting and tax advisers for customary accounting and tax purposes, including accounting for deferred financing costs, (iv) the Commitment Papers in connection with the enforcement of your rights or remedies hereunder or under any Fee Letter, (v) this Commitment Letter (but not the Fee Letters or the contents thereof) in any syndication of the ABL Facility or other marketing efforts for any other financing of the Transactions, including a prospectus, offering memorandum or offering circular, or in connection with any public filing or proxy in connection with the Transactions or financing thereof, and to rating agencies in connection with obtaining ratings for the Borrower or as may otherwise be required by law, (vi) to the extent the amounts of fees and other economic terms of the market flex provisions set forth therein have been redacted in a customary manner, you may disclose the Fee Letters and the contents thereof to the Company, the Acquired Business and their respective officers, directors, employees, agents, attorneys, accountants, advisors and controlling persons, on a confidential and need-to-know basis, (vii) you may disclose this Commitment Letter (but not the Fee Letters) in any tender offer or proxy relating to the Transactions and (viii) this Commitment Letter and its contents (but not the Fee Letters or their contents) after your acceptance hereof to the extent that such information becomes publicly available other than by reason of improper disclosure by you or any of your affiliates in violation of any confidentiality obligations hereunder.

Each Commitment Party and its affiliates will use all confidential information provided to it or such affiliates by or on behalf of you and the contents of the Commitment Papers solely for the purpose of providing the services that are the subject of this Commitment Letter and will treat confidentially all such information and the Commitment Papers (including any market “flex” provisions); provided that the foregoing sentence will not prevent such Commitment Party from disclosing any such information (a) pursuant to the order of any court or administrative agency or otherwise as required by applicable law or regulation or as requested by a governmental authority (in which case such Commitment Party agrees to inform you promptly thereof to the extent lawfully permitted to do so, unless such Commitment Party is prohibited by applicable law from so informing you, or except in connection with any request as part of any regulatory (including self-regulatory) audit or examination conducted by accountants or any governmental or regulatory authority exercising examination or regulatory authority), (b) upon the request or demand of any governmental, regulatory authority having jurisdiction over such Commitment Party or any of its affiliates (in which case such Commitment Party agrees to inform you promptly thereof to the extent lawfully permitted to do so prior to such disclosure, unless such Commitment Party is prohibited by applicable law from so informing you, or except in connection with any request as part of any regulatory audit or examination conducted by bank accountants or any governmental or regulatory authority exercising examination or regulatory authority), (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by such Commitment Party or any of its affiliates or any related parties thereto in violation of any confidentiality obligations owing to you, the Company or any of your or their respective subsidiaries or affiliates or related parties, (d) to the extent that such information is received by such Commitment Party from a third party that is not to such Commitment Party’s knowledge subject to confidentiality obligations to you, the Company or the Buyer Group, (e) to the extent that such information is independently developed by such Commitment Party without reliance on such information, (f) to such Commitment Party and its affiliates and its and their respective officers, directors, employees, legal counsel, independent auditors and other experts or agents who need to know such information in connection with the Transactions, are informed of the confidential nature of such information and who are subject to customary confidentiality obligations of professional practice or who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph) (with each such Commitment Party, to the extent within its control, responsible for such person’s compliance with this paragraph), provided, that no disclosure will be made by any Commitment Party, any of its affiliates or any of its or their respective officers, directors, partners, employees, legal counsel, independent auditors and other experts or agents pursuant to this clause (f) to any affiliates that are engaged as principals primarily in private equity, mezzanine financing or venture capital (each a “Private Equity Affiliate”) or to any employees engaged directly or indirectly in the sale of the Company as representatives of the Company (other than, in each case, such persons engaged by you or your affiliates as part of the Acquisition) (each, a “Sell Side Affiliate” and, together with the Private Equity Affiliates, other than a limited number of senior employees who are required, in accordance with industry regulations or such Commitment Party’s internal policies and procedures to act in a supervisory capacity and such Commitment Party’s internal legal, compliance, risk management, credit or investment committee members, the “Excluded Affiliates”), (g) except with respect to any Fee Letter and its contents, to bona fide prospective ABL Lenders, participants or assignees or any bona fide potential counterparty (or its advisors) to any swap or derivative transaction relating to the Acquired Business or any of its subsidiaries or any of their respective obligations, in each case who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph) which agreement will be pursuant to customary syndication practice(h) to ratings agencies, (i) for purposes of establishing a “due diligence” defense or (j) in connection with the enforcement of our rights hereunder or under any Fee Letter; provided that (i) the disclosure of any such information to any ABL Lenders or prospective ABL Lenders or participants or prospective participants will be made subject to the acknowledgment and acceptance by such ABL Lender or prospective ABL Lender or participant or prospective participant that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and the Commitment Parties, including, without limitation, as agreed in any marketing materials) in accordance with the standard syndication processes of the Commitment Parties or customary market standards for dissemination of such type of information, which will in any event require “click through” or other affirmative actions on the part of the recipient to access such information and (ii) no such disclosure will be made to any person that was a Disqualified Lender on the date of such disclosure.

After the closing of the Transactions and at such Commitment Party’s expense, each Commitment Party may (i) with the consent of Borrower, place advertisements in periodicals and on the Internet as it may choose and (ii) on a confidential basis, circulate promotional materials in the form of a “tombstone” or “case study” (and, in each case, otherwise describe the names of any of you or your affiliates and any other information about the Transactions, including the amount, type and closing date of the ABL Facility). In addition, the Commitment Parties may disclose the existence of the ABL Facility and the information about the ABL Facility to market data collectors, similar service providers to the lending industry, and service providers to such Commitment Party in connection with the administration and management of the ABL Facility.

For the avoidance of doubt, nothing in Section 12 shall prohibit any person from voluntarily disclosing or providing any information within the scope of this Section 12 to any governmental, regulatory or self-regulatory organization (any such entity, a “Regulatory Authority”) to the extent that any such prohibition on disclosure by such person set forth in this Section 12 shall be prohibited by the laws or regulations applicable to such Regulatory Authority.

The obligations under this Section 12 with respect to this Commitment Letter but not the Fee Letters will automatically terminate and be superseded by the confidentiality provisions in the ABL Facility Documentation (to the extent set forth therein) upon the execution and delivery of the ABL Facility Documentation and in any event will terminate on the first anniversary of the date of this Commitment Letter.

13.

Surviving Provisions.

The compensation (if applicable), syndication (if applicable), information (if applicable), indemnification, expense (if applicable), payment of fees (if applicable), confidentiality, jurisdiction, venue, governing law, no agency or fiduciary duty and waiver of jury trial provisions contained in the Commitment Papers will remain in full force and effect regardless of whether definitive financing documentation is executed and delivered and notwithstanding the termination of this Commitment Letter or the Initial ABL Lenders’ commitments hereunder and the Lead Arrangers’ and other agents’ several agreements to provide the services described herein; provided that your obligations under the Commitment Papers with respect to the ABL Facility, other than those relating to compensation, the syndication of the ABL Facility, information and confidentiality, will automatically terminate and be superseded by the ABL Facility Documentation (with respect to indemnification, to the extent covered thereby) upon consummation of the Transactions and the payment of all amounts owing at such time with respect to the ABL Facility under the Commitment Papers.

14.

Patriot Act Notification.

We hereby notify you that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”) and the requirements of 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), each Commitment Party and each ABL Lender is required to obtain, verify and record information that identifies each Borrower and each Guarantor, which information includes the name, address, tax identification number and other information regarding each Borrower and each Guarantor that will allow such Commitment Party or such ABL Lender to identify each Borrower and each Guarantor in accordance with the Patriot Act and the Beneficial Ownership Regulation. This notice is given in accordance with the requirements of the Patriot Act and the Beneficial Ownership Regulation and is effective as to each Commitment Party and each ABL Lender.

15.

Acceptance and Termination.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letters by returning to the Lead Arrangers (or their designees) counterparts hereof and of the Fee Letters executed by you not later than 11:59 p.m., New York City time, on the fifth business day following the date of this Commitment Letter (the date of receipt by us of such executed counterparts, the “Acceptance Date”). Each Commitment Party’s commitments hereunder and agreements contained herein will expire at such time in the event that such Commitment Party (or its designees) has not received such executed counterparts in accordance with the immediately preceding sentence. If you do so execute and deliver to us this Commitment Letter and the Fee Letters by all of the parties hereto and thereto, this Commitment Letter and the commitments and undertakings of each of the Commitment Parties shall remain effective and available for you until the date that is five (5) business days after the Outside Date (as defined in the Acquisition Agreement as in effect on the date hereof, but without giving effect to any extension thereof pursuant to Section 9.12(b) of the Acquisition Agreement) or, if earlier, (a) the date on which the Acquisition Agreement has terminated in accordance with its terms (other than with respect to provisions therein that expressly survive termination) prior to closing of the Acquisition and/or (b) the date of the consummation of the Acquisition and payment of the consideration therefor and related transactions (but not, for the avoidance of doubt, prior to the consummation thereof) with or without the funding or effectiveness of the ABL Facility. Upon the occurrence of any of the events referred to in the preceding sentence, then the commitments and undertakings of each Commitment Party hereunder with respect to the ABL Facility will automatically terminate, unless such Commitment Party, in its discretion, agrees to an extension. The termination of any commitment pursuant to this paragraph will not prejudice your or our rights and remedies in respect of any breach or repudiation of the Commitment Papers.

[Signature Pages Follow]

We are pleased to have this opportunity and we look forward to working with you on this transaction.

	Very truly yours,

	WELLS FARGO BANK, NATIONAL ASSOCIATION

	By:	/s/ Cory Loftus
	Name:	Cory Loftus
	Title:	Managing Director

	JPMORGAN CHASE BANK, N.A.

	By:	/s/ Joon Hur
	Name:	Joon Hur
	Title:	Executive Director

[Signature Page to Project Rome Commitment Letter]

Accepted and agreed to as of the date first written above:

NORSE HOLDINGS, INC.

By:	/s/ Erik B. Nordstrom
Name:	Erik B. Nordstrom
Title:	Co-Chief Executive Officer

Exhibit 45

LIMITED GUARANTY

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”).

1.               Limited Guaranty.

(a)             To induce the Guaranteed Party to enter into the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) entered into concurrently herewith 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 the Company, each Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally, severally and not jointly as set forth in Section 15 below, guarantees to the Guaranteed Party, on the terms and subject to the conditions set forth herein, the due and punctual payment and performance when due of an amount equal to its Pro Rata Percentage (as defined below) of 50% of the Obligations set forth under clauses (i), (ii), (iii), (iv) and (v) of the definition thereof and 100% of the Obligations set forth under clause (vi) of the definition thereof (such percentages, as applicable, the “Aggregate Guarantor Proportion”); provided that, if the Guaranteed Party is enforcing its rights under both this Limited Guaranty and the Liverpool Limited Guaranty (as defined below) in the same Action, the Aggregate Guarantor Proportion with respect to the Obligations set forth under clause (vi) of the definition thereof shall be 50%. For purposes of this Limited Guaranty, the “Obligations” shall mean, collectively:

(i)              the Base Reverse Termination Fee payable by Parent to the Guaranteed Party pursuant to Section 8.3(b) of the Merger Agreement;

(ii)             the Downgrade Reverse Termination Fee payable by Parent to the Guaranteed Party pursuant to Section 8.3(b) of the Merger Agreement;

(iii)            all amounts payable by Parent under and in accordance with the terms of the Merger Agreement or a Rollover and Support Agreement (as applicable) in the event of an Intentional Breach (except for any amounts payable in respect of the obligations referred to in clause (iv), (v) and (vi));

(iv)            all amounts payable in respect of Parent’s obligations to pay costs, expenses and interest pursuant to Section 8.3(h) of the Merger Agreement;

(v)             all amounts payable in respect of Parent’s expense reimbursement and indemnification obligations pursuant to Section 6.12(e) and (f) of the Merger Agreement; and

(vi)            the costs and expenses incurred by the Guaranteed Party in connection with enforcing its rights under this Limited Guaranty;

provided that in no event shall the Guarantors’ aggregate liability under this Limited Guaranty with respect to the Obligations exceed:

(A)            with respect to the Obligations set forth under clause (i) of the definition thereof, $85,000,000;

(B)             with respect to the Obligations set forth under clause (ii) of the definition thereof, $50,000,000;

(C)             with respect to the Obligations set forth under clauses (i), (ii) and (iii) of the definition thereof, $150,000,000 in the aggregate; and

(D)            with respect to the Obligations set forth under clauses (iv), (v) and (vi) of the definition thereof, $20,000,000 in the aggregate (each such cap, as applicable, the “Cap”);

provided further that in no event shall a Guarantor’s aggregate liability under this Limited Guaranty with respect to the Obligations exceed its Pro Rata Percentage of the applicable Cap (such amount with respect to a Cap, the “Pro Rata Cap”).

(b)               The parties acknowledge and agree that (x) a particular clause of the definition of Obligations may be, and in certain cases is, subject to multiple Caps and (y) once a Guarantor’s aggregate liability with respect to any particular clause of the definition of Obligations exceeds the Pro Rata Cap applicable to such clause, such Guarantor shall have no further liability with respect to such clause notwithstanding the fact other Pro Rata Caps to which such clause is also subject may not have been exceeded but may have further liability with respect to Obligations set forth under other clauses of the definition up to the Pro Rata Cap applicable to such clause. The parties agree that this Limited Guaranty may not be enforced against any Guarantor without giving effect to the applicable Pro Rata Caps. The Guaranteed Party hereby agrees that in no event shall a Guarantor be required to pay to the Guaranteed Party or any of its controlled Affiliates or any director of the Company, in each case in his or her capacity as such (other than any director that is also a Parent Party), under, in respect of, or in connection with, this Limited Guaranty, the Merger Agreement or any other Transaction Document any amounts other than as expressly set forth herein (including, for the avoidance of doubt, pursuant to the Retained Claims). All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided herein.

(c)              In connection with the execution of the Merger Agreement, the Guaranteed Party has received a Limited Guaranty (the “Liverpool Limited Guaranty”), dated the date hereof, from El Puerto de Liverpool S.A.B. de C.V. (“Liverpool”). Notwithstanding anything set forth herein to the contrary: (i) the obligations of the Guarantors under this Limited Guaranty, on the one hand, and of Liverpool under the Liverpool Limited Guaranty, on the other hand, shall be several and not joint or joint and several, (ii) the Guaranteed Party shall be entitled to enforce each Guarantor’s Pro Rata Percentage of the Aggregate Guarantor Proportion of the Obligations against such Guarantor (and its permitted assigns) if and only to the extent that the Guaranteed Party has, substantially concurrently with the enforcement of this Limited Guaranty, sought to enforce all or the same portion of the liabilities due under the Liverpool Limited Guaranty (except for such amounts that have been paid), it being acknowledged that the actual payment of some or all of such portion by Liverpool shall not be a condition to the payment of any Guarantor’s Pro Rata Percentage of the Aggregate Guarantor Proportion of the Obligations (so long as enforcement is being sought therefor), and (iii) the Guaranteed Party shall not enter into any agreement with Liverpool (or its permitted assigns) modifying the amount, timing or other terms of the payment of the portion of the obligations payable under the Liverpool Limited Guaranty (a “Modified Payment Agreement”) unless the Guaranteed Party offers to enter into an agreement with the Guarantors (or their permitted assigns) providing for substantively the same modifications contemplated by the applicable Modified Payment Agreement and a return of any payments made by the Guarantors (or their permitted assigns) under this Limited Guaranty prior to such agreement to the extent such payments would not have been payable under such agreement.

2.               Nature of Guaranty. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect any Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be returned, for any reason whatsoever (other than as set forth in the first sentence of Section 8(b) hereof), each Guarantor shall remain liable hereunder with respect to such Guarantor’s Pro Rata Percentage of the Aggregate Guarantor Proportion of the Obligations (subject to the applicable Pro Rata Caps) as if such payment had not been rescinded or returned. This Limited Guaranty is an unconditional guaranty of payment and not of collection. Subject to Section 1(c)(ii), the Guaranteed Party may, in its sole discretion, bring and prosecute a separate Action or Actions against each Guarantor for the full amount of such Guarantor’s Pro Rata Percentage of the Aggregate Guarantor Proportion of the Obligations (subject to the applicable Pro Rata Caps), regardless of whether an Action for payment is also brought against Parent or Merger Sub, the other Guarantors or any other Person or whether Parent or Merger Sub, the other Guarantors or any other Person is joined in any such Action or Actions.

3.               Changes in Obligations; Certain Waivers.

(a)              Each Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantors, extend the time of payment of any of the Obligations (or any portion thereof), and may also make any agreement with Parent, Merger Sub or any other Person (other than Liverpool, except in compliance with Section 1(c)(iii)) interested in the transactions contemplated by the Merger Agreement, for the extension, renewal, payment, compromise, discharge or release of the Obligations or liability for the Obligations, in whole or in part, or with Parent and Merger Sub for any modification of the terms of the Merger Agreement, without in any way releasing, discharging, impairing or affecting the Guarantors’ obligations under this Limited Guaranty or affecting the validity or enforceability of the Limited Guaranty. Subject to clauses (ii) and (iii) of Section 1(c), each Guarantor agrees that its obligations hereunder shall not be released or discharged, in whole or in part, or otherwise impaired or affected by:

(i)              the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent or Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement;

(ii)             any change in the time, place, manner or terms of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment to or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations;

(iii)            the existence of any claim, set-off, deduction, defense or release that any Guarantor could assert against Parent or Merger Sub, Liverpool, the other Guarantors or any other Person interested in the transactions contemplated by the Merger Agreement, whether in connection with the Merger Agreement and the Obligations or otherwise;

(iv)            the addition, substitution, discharge or release of any other Person now or hereafter liable with respect to any of the Obligations or otherwise interested in the transactions contemplated by the Merger Agreement;

(v)             any change in the structure or ownership of Parent or Merger Sub, Liverpool, the other Guarantors or any other Person now or hereafter liable with respect to any of the Obligations or otherwise interested in the transactions contemplated by the Merger Agreement;

(vi)            any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub, Liverpool, the other Guarantors, or any other Person now or hereafter liable with respect to any of the Obligations or otherwise interested in the transactions contemplated by the Merger Agreement;

(vii)           the right by statute or otherwise to require the Guaranteed Party to institute suit against Parent or Merger Sub or any other Person or to exhaust any rights or remedies which the Guaranteed Party has or may have against Parent or Merger Sub or any other Person;

(viii)          the adequacy of any other means the Guaranteed Party may have of obtaining payment or other remedy related to any of the Obligations; or

(ix)             any action or inaction on the part of the Guaranteed Party that is not in violation of the terms of the Merger Agreement or this Limited Guaranty, including, without limitation, the absence of any attempt to assert any claim or demand against Parent or collect the Obligations from any or all of Parent, the Guarantors, and Liverpool.

(b)              To the fullest extent permitted by applicable Law, each Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Party. Each Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guaranty and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (other than notices expressly required to be provided to Parent or Merger Sub pursuant to the Merger Agreement), all defenses that may be available by virtue of any valuation, stay, moratorium, or other applicable Law now or hereafter in effect, any right to require the marshalling of assets of Parent or any other Person now or hereafter liable with respect to any of the Obligations or otherwise interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than defenses to the payment of the Obligations that are available to Parent or Merger Sub under the Merger Agreement or a breach by the Guaranteed Party of Section 1(c) or Section 3(c) of this Limited Guaranty). Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that this Limited Guaranty, including specifically the waivers set forth in this Limited Guaranty, are knowingly made in contemplation of such benefits. The Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guaranty, and all dealings between Parent or the Guarantors, on the one hand, and the Guaranteed Party, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guaranty.

(c)             The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its controlled Affiliates and each Company director in his or her capacity as such (other than any director that is also a Parent Party), not to institute, any Action arising under, or in connection with, the Merger Agreement, the transactions contemplated thereby, or the Equity Commitment Letter (as defined below), in each case against the Guarantors or any Non-Recourse Party (as defined in Section 9 herein), except for any Action (i) against the Guarantors (or their permitted assigns) under this Limited Guaranty (subject to the limitations described herein), (ii) against Liverpool (or its permitted assigns) under Sections 4(a), 4(b) or 6 of the equity commitment letter between Liverpool and Parent dated the date hereof (the “Equity Commitment Letter”), (iii) against any party (or its permitted assigns) to a Rollover and Support Agreement under such Rollover and Support Agreement, (iv) against Liverpool (or its permitted assigns) under the Liverpool Limited Guaranty, (v) against any party (or its permitted assigns) to a Confidentiality Agreement under such Confidentiality Agreement, or (vi) against any party (or its permitted assigns) to that certain amended and restated letter agreement, dated as of December 22, 2024, by and among the Company and the Buyer Group party thereto (the “Buyer Group Disbandment Letter”), or that certain letter agreement, dated as of December 22, 2024, by and among the Company and Guarantors (together, the “Disbandment Letters”) under such Disbandment Letters (the claims in clauses (i) through (vi), the “Retained Claims”). Each Guarantor hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its controlled Affiliates not to institute, any Action asserting that this Limited Guaranty, the Liverpool Limited Guaranty, any Rollover and Support Agreement, the Equity Commitment Letter, the Disbandment Letters or the Merger Agreement is illegal, invalid or unenforceable in accordance with their respective terms.

(d)             Each Guarantor hereby unconditionally waives any rights that it may now have or hereafter acquire against the Parent or Merger Sub that arise from the existence, payment, performance, or enforcement of such Guarantor’s obligations under or in respect of this Limited Guaranty or any other agreement in connection herewith, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent, whether or not such claim, remedy or right arises in equity or under contract, statute or applicable Law, including the right to take or receive from Parent or such other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations and all other amounts payable under this Limited Guaranty (subject to the applicable Caps) and all Obligations (as defined under the Liverpool Limited Guaranty) and all other amounts payable under the Liverpool Limited Guaranty shall have been previously paid in immediately available funds. If any amount shall be paid to a Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of the Obligations and all other amounts payable under this Limited Guaranty (subject to the applicable Caps), such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and other amounts payable under this Limited Guaranty and the Liverpool Limited Guaranty, whether matured or unmatured, or to be held as collateral for any Obligations or other amounts payable under this Limited Guaranty thereafter arising (subject to the applicable Caps).

(e)              Notwithstanding anything to the contrary contained in this Limited Guaranty, the Guaranteed Party hereby agrees that: (i) to the extent Parent is relieved of any portion of the Obligations, the Guarantors and Liverpool shall each be similarly relieved of a proportional amount of their obligations under this Limited Guaranty and the Liverpool Limited Guaranty (as applicable) and (ii) each Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by such Guarantor under this Limited Guaranty, any claim, set off, deduction, defense that Parent could assert against the Company under the terms of the Merger Agreement or for a breach by the Guaranteed Party of Section 1(c) or Section 3(c) of this Limited Guaranty.

4.                No Waiver; Cumulative Rights. No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Guaranteed Party shall be cumulative and not exclusive of any other right, remedy or power, and may be exercised by the Guaranteed Party at any time or from time to time. For the avoidance of doubt, this Limited Guaranty shall not restrict, nor shall it be terminated upon or otherwise be impaired by, the Guaranteed Party’s rights to bring any Action against Parent and Merger Sub under the Merger Agreement. The Guaranteed Party shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Guaranteed Party’s rights against, Parent or Merger Sub, Liverpool (subject to Section 1(c)(ii)), or any other Person prior to proceeding against any Guarantor hereunder. For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, the Guaranteed Party expressly hereby acknowledges that: (a) the only manner in which the Guaranteed Party or any of its Affiliates can obtain any form of money damages or other remedy against any Guarantor or any Non-Recourse Party with respect to the Merger Agreement, the Rollover and Support Agreement to which the Guarantors are a party, the Equity Commitment Letter, this Limited Guaranty or any transactions contemplated hereby and thereby is (i) monetary damages or other remedies pursuant to the provisions of, as applicable, this Limited Guaranty, the Liverpool Limited Guaranty, the Confidentiality Agreements, and the Disbandment Letters and (ii) specific performance, an injunction or other equitable remedies that the Guaranteed Party is entitled to in accordance with the express terms and conditions of, as applicable, the Equity Commitment Letter, the Rollover and Support Agreements, the Confidentiality Agreements, and the Disbandment Letters, and (b) under no circumstances will it be permitted or entitled to receive both (x) a grant of specific performance under the express terms and conditions of the Merger Agreement, the Equity Commitment Letter and the Rollover and Support Agreements that results in the occurrence of the Closing and (y) money damages under the Merger Agreement and this Limited Guaranty.

5.               Representations and Warranties. Each Guarantor hereby represents and warrants that:

(a)              it is duly organized and validly existing under the Laws of the jurisdiction of its organization (if it is not a natural person) and has all necessary power and authority to execute, deliver and perform its obligations under this Limited Guaranty;

(b)              the execution, delivery and performance of this Limited Guaranty have been duly and validly authorized (in the case of a Guarantor who is not a natural person) by all necessary action, and do not (i) in the case of a Guarantor that is a trust, require the consent of any beneficiary or contravene any provision of such Guarantor’s trust agreement or similar organizational documents, (ii) conflict with or violate any applicable Law, regulation, rule, decree, order, or judgment or (iii) result in any breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, acceleration or cancellation of any contractual restriction applicable to such Guarantor or its assets or properties;

(c)              all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Limited Guaranty by such Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this Limited Guaranty;

(d)              this Limited Guaranty has been duly and validly executed and delivered by it and, assuming due and valid authorization, execution and delivery of this Limited Guaranty by the Guaranteed Party, this Limited Guaranty constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except as may be limited by: (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law); and

(e)              such Guarantor has the financial capacity to pay and perform its obligations under this Limited Guaranty, and all funds necessary for such Guarantor to fulfill its obligations under this Limited Guaranty are and shall be available to such Guarantor for so long as this Limited Guaranty shall remain in effect in accordance with Section 8 hereof.

6.               No Assignment. This Limited Guaranty may not be assigned by any party (except by operation of applicable Laws) without the prior written consent of the Guaranteed Party (in the case of assignments by a Guarantor) or the Guarantors (in the case of an assignment by the Guaranteed Party); provided, however, that, without the prior written consent of the Guaranteed Party, a Guarantor may assign its obligation with respect to the Obligations under this Limited Guaranty to one or more of its Affiliates, so long as such assignment would not reasonably be expected to (i) prevent, impair or delay the consummation of the transactions contemplated by the Merger Agreement or the payment and performance in full of the Obligations or (ii) require any additional consents, approvals or regulatory filings, the failure of which would prevent, impair or delay the consummation of the transactions contemplated by the Merger Agreement or the payment and performance in full of the Obligations; provided, further however, that any such permitted assignment shall only relieve the assigning Guarantor of any of its obligations under this Limited Guaranty (including the Obligations) to the extent that such assignee has actually performed such obligations (including full payment and performance of the Obligations). Following any valid assignment by a Guarantor of its obligations hereunder pursuant to the immediately preceding sentence, such Guarantor will provide the Guaranteed Party with written notice of such assignment. Upon any permitted assignment pursuant to this Section 6, such assignee shall be deemed to have given the representations and warranties set forth in Section 5 of this Limited Guaranty as of the time of such assignment. Subject to the foregoing, this Limited Guaranty shall survive the dissolution, death or incapacity of any Guarantor, and shall be binding upon any Guarantor’s heirs, successors, legal representatives and permitted assigns. Any attempted assignment in violation of this section shall be null and void.

7.               Notices. All notices, requests, claims, demands and other communications hereunder shall be given by the means specified in the Merger Agreement (and shall be deemed given as specified therein), as follows:

(a)              if to the Guarantors, to the addresses set forth on the signature pages hereto, in each case with a copy (which shall not constitute actual or constructive notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

	Attention:	Keith Trammell
		Michael Gilligan
	E-mail:	Keith.Trammell@wilmerhale.com
		Michael.Gilligan@wilmerhale.com
	and

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

	Attention:	Michael E. Morgan
	E-mail:	morganm@lanepowell.com

(b)              If to the Guaranteed Party:

Nordstrom, Inc.

1617 Sixth Avenue

Seattle, Washington, 98101

	E-mail:	[**]
	Attention:	Ann Munson Steines, Chief Legal Officer, General Counsel and Corporate Secretary

with a copy (which shall not constitute actual or constructive notice) to:

Sidley Austin LLP
1001 Page Mill Road Building 1
Palo Alto, California 94304
Phone: (650) 565-7000

	Email:	dzaba@sidley.com
	Attention:	Derek Zaba

and

Sidley Austin LLP
One South Dearborn
Chicago, Illinois 60603
Phone: (312) 853-7000

	Email:	ggerstman@sidley.com
		swilliams@sidley.com
	Attention:	Gary Gerstman
		Scott R. Williams

or such other address or email address as such party may hereafter specify for the purpose by notice to the other parties hereto. All notices and other communications hereunder must be in writing and will be deemed to have been duly delivered and received hereunder (i) one Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service or (ii) immediately upon delivery by electronic mail or by hand (with a written or electronic confirmation of delivery). Any notice received at the addressee’s location on any Business Day after 5:00 p.m., addressee’s local time, or on any day that is not a Business Day will be deemed to have been received at 9:00 a.m., addressee’s local time, on the next Business Day. From time to time, any party may provide notice to the other parties of a change in its address or e-mail address through a notice given in accordance with this Section 9, except that that notice of any change to the address or any of the other details specified in or pursuant to this Section 7 will not be deemed to have been received until, and will be deemed to have been received upon, the later of the date (A) specified in such notice; or (B) that is five Business Days after such notice would otherwise be deemed to have been received pursuant to this Section 7.

8.               Continuing Guaranty.

(a)             This Limited Guaranty may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantors, their successors and permitted assigns until the Aggregate Guarantor Proportion of the Obligations payable under this Limited Guaranty have been paid and discharged in full (subject to the applicable Caps), at which time this Limited Guaranty shall terminate and the Guarantors shall have no further obligations hereunder. Notwithstanding the foregoing or anything else to the contrary herein, this Limited Guaranty shall terminate and the Guarantors shall have no further obligations under this Limited Guaranty as of the earliest to occur of (i) the consummation of the Merger, (ii) the date that is ninety (90) days after any termination of the Merger Agreement by the Company if the Guaranteed Party has not presented to Parent or the Guarantors a written notice with respect to a claim for payment of any Obligations by such 90th day, (iii) the date that is ninety (90) days after any termination of the Merger Agreement by Parent if the Guaranteed Party has not either (x) presented to Parent or the Guarantors a written notice with respect to a claim for payment of any Obligations by such 90th day or (y) commenced an Action challenging the validity of Parent’s termination or seeking specific performance or injunctive relief under the Merger Agreement or the Equity Commitment Letter, (iv) if the Guaranteed Party has commenced such Action referred to in clause (iii), the earlier to occur of (I) the consummation of the Merger and (II) the date that is forty-five (45) days after a final and non-appealable judgment by a court of competent jurisdiction that the Merger Agreement was validly terminated by Parent if the Guaranteed Party has not presented to Parent or the Guarantors a written notice with respect to a claim for payment of any Obligations by such 45th day referred to in this clause (II), (v) if the Guaranteed Party has presented such written notice referred to in clause (ii) or clause (iii) with respect to a claim for payment of any Obligations, the date that such claim is finally satisfied or otherwise finally judicially resolved (including any Action seeking enforcement of the payment of such claim), (vi) the date the Guarantors have paid the Aggregate Guarantor Proportion of the Obligations in full (subject to the applicable Caps) and (vii) the date the Liverpool Limited Guaranty terminates (other than as a result of Liverpool having paid the full amount due thereunder).

(b)              Notwithstanding the foregoing, in the event that: (x) the Guaranteed Party or any of its controlled Affiliates or the Guaranteed Party’s permitted assigns under this Limited Guaranty or any director of the Company in his or her capacity as such (other than any director that is also a Parent Party) asserts in any legal proceeding that the provisions of Section 1 limiting the Guarantors’ liability to the applicable Caps or Section 8 or 9 of this Limited Guaranty are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantors or any Non-Recourse Party with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter, this Limited Guaranty or any transactions contemplated hereby and thereby other than liabilities in connection with the Retained Claims (against the Person specifically identified with respect to such Retained Claim) or (y) the Liverpool Limited Guaranty terminates pursuant to Section 8(b)(x) thereof, then (i) the obligations of the Guarantors under this Limited Guaranty shall terminate ab initio and shall thereupon be null and void, (ii) if any Guarantor has previously made any payments under this Limited Guaranty, it shall be entitled to recover such payments from the Guaranteed Party, and (iii) neither the Guarantors nor any Non-Recourse Party shall have any liability to the Guaranteed Party or any of its Subsidiaries with respect to the Merger Agreement, the Equity Commitment Letter, this Limited Guaranty or the transactions contemplated by the Merger Agreement. Notwithstanding anything to the contrary contained herein, nothing in this Limited Guaranty is intended to limit the obligations of Parent or Merger Sub under the Merger Agreement.

9.               No Recourse. Notwithstanding anything that may be expressed or implied in this Limited Guaranty or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guaranty, the Guaranteed Party covenants, agrees and acknowledges that no Person other than the Guarantors (and their permitted assigns) has any liabilities, obligations, or commitments (whether known or unknown or whether contingent or otherwise) hereunder and that, notwithstanding that a Guarantor’s assignee permitted under Section 6 hereof may be a partnership or limited liability company, the Guaranteed Party has no right of recovery under this Limited Guaranty, or any claim based on such liabilities, obligations, and commitments against, and no personal liability whatsoever shall attach to, be imposed upon or otherwise be incurred by, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates (other than any assignee permitted under Section 6 hereof, under Section 4 of the Equity Commitment Letter or under the Liverpool Limited Guaranty), members, managers or general or limited partners of any of the Guarantors or Parent or of Merger Sub or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee permitted under Section 6 hereof, under Section 4 of the Equity Commitment Letter or under the Liverpool Limited Guaranty), financing sources or agent of any of the foregoing and their successors or assigns (collectively, but not including the Guarantors, Parent and Merger Sub, or their respective successors and permitted assigns, each a “Non-Recourse Party”), through Parent hereunder, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, except pursuant to the Retained Claims (against the Person specifically identified with respect to such Retained Claim and in the circumstances provided therein). The Guaranteed Party further covenants, agrees and acknowledges that the only rights of recovery that the Guaranteed Party has in respect of the Merger Agreement, the Equity Commitment Letter, the other Transaction Documents, or the transactions contemplated thereby or in connection therewith, against the Non-Recourse Parties are the Retained Claims. The Guaranteed Party acknowledges and agrees that Parent has no assets other than certain contract rights and that no additional funds are expected to be contributed to Parent unless the Closing occurs and only substantially concurrently therewith in accordance with the terms of the Equity Commitment Letter. Recourse against the Guarantors under and pursuant to the terms of this Limited Guaranty shall be the sole and exclusive remedy of the Guaranteed Party and all of its controlled Affiliates against the Guarantors and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated thereby, including by piercing of the corporate veil or by a claim by or on behalf of Parent, other than the Retained Claims (against the Person specifically identified with respect to such Retained Claim and in the circumstances provided therein). Notwithstanding the foregoing, nothing in this Limited Guaranty shall restrict the ability of the Guaranteed Party to bring the Retained Claims against the Person specifically identified therein to the extent permitted thereby, nor shall it limit the liability or the obligations of such Person under such Retained Claim, which liability shall be subject to the limitations applicable to the corresponding Retained Claim.

10.              Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a)               Except to the extent the Laws of the State of Washington are mandatorily applicable, this Limited Guaranty and all Actions (whether based on Contract, tort or otherwise) arising out of or relating to this Limited Guaranty or the actions of the Guarantors or the Guaranteed Party in the negotiation, administration, performance and enforcement thereof, shall be governed by, and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

(b)               Each of the parties hereto hereby (i) expressly and irrevocably submits to the exclusive personal jurisdiction of the state courts of the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware, in the event any dispute arises out of or relates to this Limited Guaranty or the transactions contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any Action relating to this Limited Guaranty or the transactions contemplated hereby in any court other than the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware, (iv) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Limited Guaranty and (e) agrees that the other party hereto shall have the right to bring any Action for enforcement of a judgment entered by the state courts of the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware. Each of the Guarantors and the Guaranteed Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law, and each Guarantor consents to such enforcement and covenants not to oppose such enforcement in any jurisdiction.

(c)               EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS GUARANTY OR THE ACTIONS OF THE GUARANTORS OR THE GUARANTEED PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS section 10(c).

11.              Counterparts. This Limited Guaranty and any amendments or waivers hereto may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart. Any such counterpart, to the extent delivered by fax or .pdf, .tif, .gif, .jpg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”), will be treated in all manner and respects as an original executed counterpart and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto may raise the use of an Electronic Delivery to deliver a signature, or the fact that any signature or agreement or instrument was transmitted or communicated through the use of an Electronic Delivery, as a defense to the formation of a contract, and each party hereto forever waives any such defense, except to the extent such defense relates to lack of authenticity.

12.              No Third Party Beneficiaries. Except as provided in Section 9 hereof for the benefit of the Non-Recourse Parties, the parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the parties hereto and their respective successors and permitted assigns, and nothing set forth in this Limited Guaranty shall be construed to confer upon or give to any Person, other than the parties hereto and their respective successors and permitted assigns, any benefits, rights or remedies under or by reason of, or any rights to enforce the obligations set forth herein.

13.              Confidentiality. This Limited Guaranty shall be treated as confidential and is being provided to the Guaranteed Party solely in connection with the Merger Agreement. This Limited Guaranty may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of each of the Guarantors; provided that no such written consent shall be required for any disclosure of the existence or terms of this Limited Guaranty to the parties to the Merger Agreement or their Representatives with a need to know in connection with the transactions contemplated by the Merger Agreement, to the extent required by applicable Law or the applicable rules of any national securities exchange, in connection with the Guaranteed Party’s and Parent’s filings with the SEC relating to the transactions contemplated by the Merger Agreement, or if required in connection with any required filing or notice with any Governmental Authority relating to the transactions contemplated by the Merger Agreement. The Guaranteed Party will permit the Guarantors the opportunity to comment on any such required disclosure to the extent practicable, which the Guaranteed Party will consider in good faith (it being agreed that by providing Parent an opportunity to comment on such required disclosure, the Guaranteed Party will be deemed to have provided the Guarantors the opportunity to comment on such required disclosure). Following the filing of this Limited Guaranty with the SEC, the parties shall have no obligations pursuant to the first two sentences of this Section 13.

14.              Miscellaneous.

(a)               Together with the Merger Agreement and the other Transaction Documents to which any of the Guarantors is a party, and the other agreements and instruments contemplated hereby or thereby, this Limited Guaranty letter constitutes the entire agreement of the parties hereto and supersedes all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof.

(b)               No amendment, modification or waiver of any provision hereof shall be enforceable unless approved in writing by (i) in the case of an amendment or modification, the Guaranteed Party and the Guarantors and (ii) in the case of a waiver, the party against whom the waiver is to be effective. No delay or omission on the part of the Guaranteed Party in exercising any right, power or remedy under this Limited Guaranty will operate as a waiver thereof.

(c)               If any term, provision, covenant or restriction of this Limited Guaranty is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Limited Guaranty shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Limited Guaranty so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. Notwithstanding the foregoing, the parties intend that the remedies and limitations thereon contained in this Limited Guaranty, including the Caps and the provisions of Section 8, Section 9 and this Section 14(c), hereof, be construed as an integral provision of this Limited Guaranty and that such remedies and limitations shall not be severable in any manner that increases liability or obligations hereunder of any party hereto or of any Guarantor or of any Non-Recourse Party.

(d)               Section 9.3(c) of the Merger Agreement is incorporated by reference herein, mutatis mutandis.

(e)               All parties acknowledge that each party and its counsel have reviewed this Limited Guaranty and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Limited Guaranty.

15.              No Partnership. The Guaranteed Party acknowledges and agrees that (a) this Limited Guaranty and the Liverpool Limited Guaranty is not intended to, and do not, create any agency, partnership, fiduciary or joint venture relationship between or among the Guarantors or between or among the Guarantors and Liverpool and neither this Limited Guaranty, the Liverpool Limited Guaranty, nor any other document or agreement entered into by any party hereto or thereto, as applicable, relating to the subject matter hereof shall be construed to suggest otherwise and (b) the determination of each Guarantor to enter into this Limited Guaranty and the determination of Liverpool to enter into the Liverpool Limited Guaranty were independent of each other. Notwithstanding anything to the contrary contained in this Limited Guaranty or the Liverpool Limited Guaranty, the liability of the Guarantors, on the one hand, and Liverpool, on the other hand, shall be several, not joint or joint and several. Notwithstanding anything to the contrary contained in this Limited Guaranty, the liability of each Guarantor hereunder shall be several, not joint or joint and several, based upon its Pro Rata Percentage, and no Guarantor shall be liable for any amount hereunder in excess of its Pro Rata Percentage of the Aggregate Guarantor Proportion of the applicable Obligation (subject to the applicable Pro Rata Cap). The “Pro Rata Percentage” of each Guarantor is as set forth below:

Guarantor	Pro Rata Percentage
Erik B. Nordstrom		[***]	%
Peter E. Nordstrom		[***]	%
James F. Nordstrom, Jr.		[***]	%
Anne E. Gittinger		[***]	%
Anne E. Gittinger Trust u/w Everett W. Nordstrom		[***]	%
1976 Elizabeth J. Nordstrom Trust  FBO Anne Gittinger		[***]	%
Estate of Bruce A. Nordstrom		[***]	%

* * * * *

	/s/ Erik B. Nordstrom
	Erik B. Nordstrom

[Signature Page to Limited Guaranty]

	/s/ Peter E. Nordstrom
	Peter E. Nordstrom

[Signature Page to Limited Guaranty]

	/s/ James F. Nordstrom, Jr.
	James F. Nordstrom, Jr.

[Signature Page to Limited Guaranty]

	/s/ Anne E. Gittinger
	Anne E. Gittinger

[Signature Page to Limited Guaranty]

	1976 Elizabeth J. Nordstrom Trust FBO Anne Gittinger

	By:	/s/ Anne E. Gittinger
	Name: Anne E. Gittinger
	Title: Trustee

[Signature Page to Limited Guaranty]

	Anne E. Gittinger Trust u/w Everett W. Nordstrom

	By:	/s/ Charles W. Riley, Jr.
	Name: Charles W. Riley, Jr.
	Title: Trustee

[Signature Page to Limited Guaranty]

	ESTATE OF Bruce A. Nordstrom

	By:	/s/ Margaret Jean O’Roark Nordstrom
	Name: Margaret Jean O’Roark Nordstrom
	Title: Co-Executor

	By:	/s/ Peter E. Nordstrom
	Name: Peter E. Nordstrom
	Title: Co-Executor

	By:	/s/ Erik B. Nordstrom
	Name: Erik B. Nordstrom
	Title: Co-Executor

[Signature Page to Limited Guaranty]

Agreed to and accepted:

NORDSTROM, INC.

By:	/s/ Cathy R. Smith
Name: Cathy R. Smith
Title: Chief Financial Officer

Exhibit A

Family Guarantor Group

1.	Anne E. Gittinger

2.	Anne E. Gittinger Trust u/w Everett W. Nordstrom

3.	1976 Elizabeth J. Nordstrom Trust FBO Anne Gittinger

4.	Estate of Bruce A. Nordstrom

5.	Peter E. Nordstrom

6.	Erik B. Nordstrom

7.	James F. Nordstrom, Jr.

Exhibit 46

EXECUTION VERSION

EL PUERTO DE LIVERPOOL, S.A.B. DE C.V.

December 22, 2024

Norse Holdings, Inc.

c/o Nordstrom, Inc.

1617 Sixth Avenue,

Seattle, Washington 98101

Phone: (206) 628-2111

Attention: Erik Nordstrom

Re:	Equity Financing Commitment

Ladies and Gentlemen:

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.

1.            Commitment. This letter confirms the commitment of the Investor, subject to the conditions set forth herein, to directly or indirectly purchase (or cause an assignee permitted by the terms of Section 4(a) to directly or indirectly purchase) common equity securities (or other securities consistent with the communications and materials referred to in Section 5.7(d) of the Merger Agreement) of Parent at the Closing for an aggregate amount in cash of $1,712,000,000 (the “Commitment”), solely for the purposes of, and solely as necessary for, enabling Parent, directly or indirectly, to fund, together with the proceeds of the Debt Financing and Company Cash on Hand of at least the Company Cash Amount, (a) the Aggregate Merger Consideration pursuant to Section 3.1 of the Merger Agreement, and (b) pay the other Funding Obligations, in each case, in connection with the Merger and pursuant to and in accordance with the Merger Agreement.

2.            Conditions. The obligation of the Investor (together with its permitted assigns) to fund its Commitment in accordance with the terms of this letter is subject to (a) the satisfaction or waiver by Parent of all of the conditions to Parent’s obligation to effect the Closing set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), (b) the prior or substantially simultaneous funding of the Debt Financing or the Debt Financing would be funded substantially simultaneously with the funding of the Equity Financing if the Equity Financing is funded, in each case in an amount that would result in gross proceeds of at least the Funded Debt Amount, and (c) the substantially simultaneous consummation of the Closing if the Commitment were funded. The amount to be funded under this letter may be reduced on the Closing Date in an amount specified by the Investor and agreed to by Parent solely to the extent that, notwithstanding such reduction, Parent and Merger Sub will consummate the transactions contemplated by the Merger Agreement in accordance with the terms thereof. Notwithstanding the prior sentence, the amount of the Commitment may not be reduced in a manner that would impair, delay or prevent the consummation of the transactions contemplated by the Merger Agreement. All payments hereunder shall be made in lawful money of the United States, in immediately available funds.

3.            Termination. The Investor’s obligation to fund the Commitment will terminate automatically and immediately upon the earliest to occur of (a) the consummation of the Closing (but only if the Aggregate Merger Consideration pursuant to Section 3.1 of the Merger Agreement, and the other Funding Obligations, in each case, in connection with the Merger and pursuant to and in accordance with the Merger Agreement shall have been funded in full in connection therewith), (b) the valid termination of the Merger Agreement pursuant to its terms, and (c) the commencement of any Action by the Company or any of its controlled Affiliates or any director of the Company in his or her capacity as such (other than any director that is also a Parent Party) against any Non-Recourse Party (as defined below) in connection with this letter, the Limited Guaranty, the Merger Agreement or any of the transactions expressly provided hereby or thereby (including in respect of any oral representations made or alleged to be made in connection therewith), in each case other than any Action (i) against the Investor (or its permitted assigns) under Section 4(a), Section 4(b), or Section 6 of this letter, (ii) against Parent or Merger Sub under the Merger Agreement, (iii) against the Investor (or its permitted assigns) under the Limited Guaranty, (iv) against any party to a Rollover and Support Agreement (or its permitted assigns) under such Rollover and Support Agreement, (v) against the Family Guarantors (or their permitted assigns) under the Family Limited Guaranty, (vi) against any party to a Confidentiality Agreement (or its permitted assigns) under such Confidentiality Agreement, or (vii) against any party (or its permitted assigns) to that certain amended and restated letter agreement, dated as of December 22, 2024, by and among the Company and the Buyer Group party thereto (“Buyer Group Disbandment Letter”), or that certain letter agreement, dated as of December 22, 2024, by and among the Company and the Family Guarantors party thereto (together, the “Disbandment Letters”) under such Disbandment Letters. Sections 8, 9 and 10 of this letter shall remain in full force and effect, notwithstanding any termination of this letter.

4.            Assignment; Amendments and Waivers; Entire Agreement.

(a)            The rights and obligations under this letter may not be assigned by any party hereto without the prior written consent of the other parties hereto and the Company, and any attempted assignment without such consent shall be null and void and of no force or effect. The Company shall be an express and intended third-party beneficiary of this Section 4(a), may grant consent hereunder in its sole discretion, and shall be entitled to specifically enforce its rights hereunder, including by obtaining an injunction, or other appropriate form of specific performance or equitable relief, to prevent any attempted assignment without its consent. Notwithstanding the foregoing, without requiring any such consent, Investor may assign all or a portion of its obligations to fund its Commitment to one or more Affiliates, so long as such assignment would not reasonably be expected to (i) prevent, impair or delay the consummation of the transactions contemplated by the Merger Agreement and by the Financing Commitments and the funding in full of the Commitment or (ii) require any additional consents, approvals or regulatory filings, the failure of which would prevent, impair or delay the consummation of the transactions contemplated by the Merger Agreement and by the Financing Commitments and the funding in full of the Commitment; provided, however, that any such permitted assignment shall not relieve the Investor of any of its obligations under this letter (including its obligation to fund its Commitment hereunder), except to the extent performed by such Affiliate. Following any valid assignment by the Investor of its obligations hereunder pursuant to the immediately preceding sentence, the Investor will provide Parent and the Company with written notice of such assignment. Upon any permitted assignment pursuant to this Section 4(a), such assignee shall be deemed to have given the representations and warranties set forth in Section 7 of this letter as of the time of such assignment.

(b)            This letter may not be amended, and no provision hereof may be waived or modified, except by an instrument signed by each of the parties hereto and the Company. Any attempted amendment, waiver or modification of this letter that is not done in compliance with the previous sentence shall be null and void and of no force or effect. The Company shall be an express and intended third-party beneficiary of this Section 4(b) and shall be entitled to specifically enforce its rights hereunder, including by obtaining an injunction, or other appropriate form of specific performance or equitable relief, to prevent any attempted amendment, waiver or modification not done in compliance with this section.

(c)            Together with the Merger Agreement and the other Transaction Documents to which Investor is a party, and the other agreements and instruments contemplated hereby or thereby, this letter constitutes the entire agreement of the parties hereto and supersedes all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof. The Investor acknowledges that the Company is entering into the Merger Agreement in reliance on the agreements of the Investor in this letter and that an Intentional Breach of this letter by the Investor shall constitute an Intentional Breach of Parent under the Merger Agreement, and the Company shall be entitled to all remedies against Parent and Merger Sub available at law or in equity in accordance with, and subject to the limitations set forth in, the Merger Agreement.

5.            No Third Party Beneficiaries. Except to the extent expressly set forth in Sections 4(a), 4(b), 6(a), 6(b) and 8, this letter shall be binding solely on, and inure solely to the benefit of, the parties hereto and their respective successors and permitted assigns, and nothing set forth in this letter shall be construed to confer upon or give to any Person, other than the parties hereto and their respective successors and permitted assigns, any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the Commitment or any provisions of this letter.

6.            Limited Recourse; Enforcement; Limited Guaranty.

(a)            Notwithstanding anything that may be expressed or implied in this letter or any document or instrument delivered contemporaneously herewith, Parent, by its acceptance of the benefits of the Commitment provided herein, covenants, agrees and acknowledges that no Person other than the Investor and its successors and permitted assigns and Parent shall have any obligation, liability or commitment of any nature (whether known or unknown, whether due or to become due, absolute, contingent or otherwise) hereunder or in connection with the transactions contemplated hereby and that, notwithstanding that the Investor or any of its successors and permitted assigns or Parent may be a partnership, limited liability company, private limited company or other type of entity, it has no right of recovery against and no recourse hereunder or under any documents or instruments delivered in connection herewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, this letter, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith or therewith against, and no personal liability whatsoever shall attach to, be imposed upon or otherwise be incurred by, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates (other than any assignee permitted under Section 4 hereof or under Section 6 of the Limited Guaranty or under the Family Limited Guaranty), members, managers or general or limited partners of any of the Investor or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee permitted under Section 4 hereof or under Section 6 of the Limited Guaranty or under the Family Limited Guaranty), financing sources or agent of any of the foregoing and their successors or assigns (collectively, but not including the Investor, Parent and Merger Sub, and their respective successors and permitted assigns, each a “Non-Recourse Party”), whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being agreed and acknowledged that no liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Party for any obligations of the Investor or any of its successors or permitted assigns or Parent under this letter or any documents or instrument delivered in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith or for any claim (whether at law or equity or in tort, contract or otherwise) based on, in respect of, or by reason of such obligations or their creation, provided that this sentence shall not in any respect limit the Company’s rights to assert any Retained Claim (as defined in the Guaranties) against the Person specifically identified with respect to such Retained Claim, nor shall it limit the liability or obligations of such Person under such Retained Claim, which liability shall be subject to the limitations applicable to the corresponding Retained Claim. For the avoidance of doubt, this Equity Commitment Letter shall not restrict, nor shall it be terminated upon or otherwise be impaired by, the Company’s rights to bring any Action against the Family Group, the Family Guarantors or their respective successors and permitted assigns, including, without limitation, under the Family Limited Guaranty, the Rollover and Support Agreement to which the Family Group is a party, and the Family Confidentiality Agreement. The Non-Recourse Parties are hereby made intended third party beneficiaries of this Section 6(a) and may rely on and enforce the provisions of this Section 6(a).

(b)            Parent shall be entitled to specifically enforce the obligations of Investor to satisfy the Commitment when all of the conditions to funding the Commitment set forth in this letter have been satisfied or waived or would be satisfied if the Commitment were funded. Subject to the succeeding sentence, this letter may only be enforced by Parent, and nothing set forth in this letter shall be construed to confer upon or give to the Company or any other Person (including, without limitation, Parent’s and the Company’s direct and indirect creditors), any rights to enforce the Commitment or to cause Parent to enforce the Commitment. Notwithstanding the foregoing or anything to the contrary herein, the Company is an express and intended third party beneficiary of Parent’s rights under this letter and shall be entitled to specifically enforce the obligations of Investor to fund the Commitment against Investor to the full extent hereof when all of the conditions to funding the Commitment set forth in this letter have been satisfied or waived or would be satisfied if the Commitment were funded in connection with the exercise of its rights under and in accordance with Section 9.12 of the Merger Agreement, and, in connection therewith, the Company shall have the right to obtain an injunction, or other appropriate form of specific performance or equitable relief, to cause Parent to cause, or to directly cause, Investor to fund, directly or indirectly, the Commitment as, and only to the extent permitted by, this letter. The exercise by Parent or the Company of any right to enforce this letter does not give rise to any other remedies, monetary or otherwise, such remedies being limited, as described in Section 6(c) hereof, to those provided under the Limited Guaranty. The Investor acknowledges and agrees that (i) Parent is delivering a copy of this letter to the Company and the Company is relying on the third-party beneficiary rights, representations, warranties, obligations and commitments of the Investor hereunder in connection with the Company’s decision to enter into the Merger Agreement and consummate the transactions contemplated thereby and (ii) the enforcement rights under this Section 6(b) and Sections 4(a) and 4(b) are an integral part of the transactions contemplated by the Merger Agreement and without those rights, the Company would not have entered into the Merger Agreement. Each of the Investor and Parent agree that (x) it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that the Company has an adequate remedy at law, including the availability of the Parent Termination Fee, damages in the event an Intentional Breach of the Merger Agreement, or any other remedies under the Merger Agreement, or that any award of specific performance is not an appropriate remedy for any reason at law or in equity, and (y) the Company shall not be required to show proof of actual damages or provide any bond or other security in connection with seeking specific performance under this Section 6(b).

(c)            Concurrently with the execution and delivery of this letter, (i) the Investor is executing and delivering to the Company a Limited Guaranty (as amended from time to time, the “Limited Guaranty”) relating to certain of Parent’s obligations under the Merger Agreement and (ii) certain other persons (the “Family Guarantors”) are executing and delivering to the Company a Limited Guaranty (as amended from time to time, the “Family Limited Guaranty” and collectively with the Limited Guaranty, the “Guaranties”) relating to certain of Parent’s obligations under the Merger Agreement. The Company’s remedies pursuant to the Retained Claims shall, and are intended to, be the sole and exclusive direct or indirect remedies available to the Company and its Affiliates against the Investor and the Non-Recourse Parties for any liability, loss, damages or recovery of any kind (including consequential, indirect or punitive damages, and whether at law, in equity or otherwise) arising under or in connection with any liabilities or obligations arising under, or in connection with, the Merger Agreement or the Rollover and Support Agreement (whether willfully, intentionally, unintentionally or otherwise) or of the failure of the Merger to be consummated or otherwise in connection with the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to be made in connection herewith or therewith, including without limitation in the event Parent (1) breaches its obligations under the Merger Agreement, whether or not such breach is caused by the Investor’s breach of its obligations under this letter or (2) enforces its rights under the Merger Agreement. While the Company may pursue both (i) a grant of specific performance or other injunctive relief to cause the Closing to occur or for a determination that the Merger Agreement has not been validly terminated and (ii) a claim for the payment or contribution of amounts under the Limited Guaranty, in no event shall the Investor have any obligation to make any payment hereunder at any time after the Investor (or its assignees), in its capacity as guarantor under the Limited Guaranty, shall have made full payment or contribution of either Reverse Termination Fee or Intentional Breach damages required to be paid or contributed under the Limited Guaranty after the Company has presented a claim for payment thereof and, if a claim for specific performance or other injunctive relief is pending (or the Company has indicated it will pursue a claim for specific performance or injunctive relief), the Company has actually demanded payment thereof to be made prior to resolution of the claim for specific performance or other injunctive relief and has not conditioned the requirement to make such payment on the claim for specific performance or other injunctive relief being unsuccessful.

7.            Representations and Warranties. The Investor hereby represents and warrants, solely with respect to itself and not any other Person, that:

(a)            it is duly organized and validly existing under the Laws of the jurisdiction of its organization and has all necessary power and authority to execute, deliver and perform its obligations under this letter and the Investor Financing Commitments (as defined below);

(b)            the execution, delivery and performance of this letter and the Investor Financing Commitments, and the consummation of the Investor Financing (as defined below), have been duly and validly authorized by all necessary action and do not (i) contravene any provision of the Investor’s charter, bylaws (estatutos sociales), partnership agreement, operating agreement or similar organizational documents, (ii) conflict with or violate any applicable Law, regulation, rule, decree, order, or judgment or (iii) result in any breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, acceleration or cancellation of any contractual restriction applicable to the Investor, its Subsidiaries or their respective assets or properties;

(c)            all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this letter and the Investor Financing Commitments by the Investor, and the consummation of the Investor Financing, have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this letter or the Investor Financing Commitments or the consummation of the Investor Financing;

(d)            this letter has been duly and validly executed and delivered by it and, assuming due and valid authorization, execution and delivery of this letter by the other parties hereto, this letter constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with the letter’s terms, except as may be limited by: (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law); and

(e)            (i) it has and will have through the earlier of the valid termination of this letter and the full funding of the Commitment the financial capacity to pay the full amount of the Commitment and perform all of its obligations under this letter, (ii) it has available unrestricted cash on hand or available firm financing commitments (the “Investor Financing Commitments”), true, correct and complete copies of which have been made available to the Company, to pay the full amount of the Commitment and fulfill its obligations under this letter, (iii) there are no conditions precedent or other contingencies to obtaining the full net proceeds of the financing under the Investor Financing Commitments (the “Investor Financing”) except as expressly set forth therein, and (iv) it will have unrestricted cash on hand available to pay the full amount of the Commitment and fulfill its obligations under this letter at the Closing.

8.            Confidentiality. This letter shall be treated as confidential and is being provided to Parent solely in connection with the Merger Agreement. This letter may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of the Investor; provided that no such written consent shall be required for any disclosure of the existence or terms of this letter to the parties to the Merger Agreement or their Representatives with a need to know in connection with the transactions contemplated by the Merger Agreement, to the extent required by applicable Law or the applicable rules of any national securities exchange, to the Rating Agencies, in connection with the Company’s and Parent’s filings with the SEC relating to the transactions contemplated by the Merger Agreement, or if required in connection with any required filing or notice with any Governmental Authority relating to the transactions contemplated by the Merger Agreement. The Company will permit the Investor the opportunity to comment on any such required disclosure to the extent practicable, which the Company will consider in good faith (it being agreed that by providing Parent an opportunity to comment on such required disclosure, the Company will be deemed to have provided the Investor the opportunity to comment on such required disclosure). Following the filing of this letter with the SEC, the parties and the Company shall have no obligations pursuant to the first two sentences of this Section 8.

9.            Notices. All notices, requests and other communications to any party hereunder shall be in writing (including electronic mail (“e-mail”) transmission) and shall be given:

(a)            If to the Investor:

c/o El Puerto de Liverpool, S.A.B. de C.V.

Mario Pani No. 200,

Col. Santa Fe Cuajimalpa

Cuajimalpa, CDMX CP 05348

	Attention:	Gonzalo Gallegos
		Jacobo Apichoto
	Email:	[**]

with copies (which shall not constitute actual or constructive notice) to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

	Attention:	Benjamin P. Schaye
		Juan F. Méndez
	E-mail:	ben.schaye@stblaw.com
		jmendez@stblaw.com

(b)            If to Parent:

 c/o Nordstrom, Inc.

1617 Sixth Avenue,

Seattle, Washington 98101

	Phone:	(206) 628-2111
	Attention:	Erik Nordstrom

with a copy (which shall not constitute actual or constructive notice) to:

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

	Attention:	Keith Trammell
		Michael Gilligan
	E-mail:	Keith.Trammell@wilmerhale.com
		Michael.Gilligan@wilmerhale.com

and

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

	Attention:	Benjamin P. Schaye
		Juan F. Méndez
	E-mail:	ben.schaye@stblaw.com
		jmendez@stblaw.com

Nordstrom, Inc.

1617 Sixth Avenue

Seattle, Washington, 98101

	Attention:	Ann Munson Steines, Chief Legal Officer, General Counsel and Corporate Secretary
	E-mail:	[**]

with a copy (which shall not constitute actual or constructive notice) to:

Sidley Austin LLP
1001 Page Mill Road Building 1
Palo Alto, California 94304
Phone: (650) 565-7000

	Email:	dzaba@sidley.com
	Attention:	Derek Zaba

and

Sidley Austin LLP
One South Dearborn
Chicago, Illinois 60603
Phone: (312) 853-7000

	Email:	ggerstman@sidley.com
		swilliams@sidley.com
	Attention:	Gary Gerstman
		Scott R. Williams

or such other address or email address as such party may hereafter specify for the purpose by notice to the other parties hereto. All notices and other communications hereunder must be in writing and will be deemed to have been duly delivered and received hereunder (i) one Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service or (ii) immediately upon delivery by electronic mail or by hand (with a written or electronic confirmation of delivery). Any notice received at the addressee’s location on any Business Day after 5:00 p.m., addressee’s local time, or on any day that is not a Business Day will be deemed to have been received at 9:00 a.m., addressee’s local time, on the next Business Day. From time to time, any party may provide notice to the other parties and the Company of a change in its address or e-mail address through a notice given in accordance with this Section 9, except that that notice of any change to the address or any of the other details specified in or pursuant to this Section 9 will not be deemed to have been received until, and will be deemed to have been received upon, the later of the date (A) specified in such notice; or (B) that is five Business Days after such notice would otherwise be deemed to have been received pursuant to this Section 9.

10.          Governing Law; Jurisdiction; Waiver of Jury Trial.

(a)            Except to the extent the Laws of the State of Washington are mandatorily applicable, this letter and all Actions (whether based on Contract, tort or otherwise) arising out of or relating to this letter or the actions of the Investor, Parent or the Company in the negotiation, administration, performance and enforcement thereof, shall be governed by, and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

(b)            Each of the parties hereto hereby (i) expressly and irrevocably submits to the exclusive personal jurisdiction of the state courts of the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware, in the event any dispute arises out of or relates to this letter or the transactions contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any Action relating to this letter or the transactions contemplated hereby in any court other than the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware, (iv) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this letter and (e) agrees that each of the other parties hereto (and the Company as a third party beneficiary hereunder) shall have the right to bring any Action for enforcement of a judgment entered by the state courts of the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware. Each of the Investor, Parent and Merger Sub agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law, and the Investor consents to such enforcement and covenants not to oppose such enforcement in any jurisdiction. The Investor hereby appoints Cogency Global Inc. as its authorized agent (the “Authorized Agent”) upon whom process may be served in any Action arising out of or relating to this letter or the transactions contemplated hereby that may be instituted in the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware by the parties hereto (and the Company as a third party beneficiary hereunder), and service of process on the Authorized Agent shall be deemed effective service of process upon the Investor.

(c)            EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS LETTER OR THE ACTIONS OF THE INVESTOR, PARENT, OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS section 10(c).

11.          Counterparts; Interpretation. This letter and any amendments or waivers hereto may be executed in one or more counterparts, all of which will be considered one and the same letter and will become effective when one or more counterparts have been signed by each party hereto (and the Company, if applicable) and delivered to the other parties hereto (and the Company, if applicable), it being understood that all parties (and the Company, if applicable) need not sign the same counterpart. Any such counterpart, to the extent delivered by fax or .pdf, .tif, .gif, .jpg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”), will be treated in all manner and respects as an original executed counterpart and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto may raise the use of an Electronic Delivery to deliver a signature, or the fact that any signature or agreement or instrument was transmitted or communicated through the use of an Electronic Delivery, as a defense to the formation of a contract, and each party hereto forever waives any such defense, except to the extent such defense relates to lack of authenticity. Section 9.3(c) of the Merger Agreement is incorporated by reference herein, mutatis mutandis.

12.          Severability. If any term, provision, covenant or restriction of this letter is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this letter shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this letter so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. Notwithstanding the foregoing, the parties intend that the remedies and limitations thereon contained in this letter, including Section 6 hereof, be construed as an integral provision of this letter and that such remedies and limitations shall not be severable in any manner that increases liability or obligations hereunder of any party hereto or of the Investor or of any Non-Recourse Party.

13.          No Partnership. Parent acknowledges and agrees that this letter is not intended to, and do not, create any agency, partnership, fiduciary or joint venture relationship between or among the Investor and the other Parent Parties and neither this letter, nor any other document or agreement entered into by any party hereto or thereto, as applicable, relating to the subject matter hereof shall be construed to suggest otherwise.

[Remainder of page intentionally left blank]

	Very truly yours,

	INVESTOR

	EL PUERTO DE LIVERPOOL, S.A.B. DE C.V.

	By:	/s/ Graciano Francisco Guichard González
	Name:	Graciano Francisco Guichard González
	Title:	Chairman of the Board

	By:	/s/ Enrique Güijosa Hidalgo
	Name:	Enrique Güijosa Hidalgo
	Title:	Chief Executive Officer

[Signature Page to Equity Commitment Letter]

Accepted and acknowledged:

PARENT

norse holdings, inc.

By:	/s/ Erik B. Nordstrom
Name:	Erik B. Nordstrom
Title:	Co-Chief Executive Officer

[Signature Page to Equity Commitment Letter]

Exhibit 47

JOINDER AGREEMENT

December 22, 2024

Nordstrom, Inc.
1617 Sixth Avenue
Seattle, Washington 98101
Attention: Ann Munson Steines, Chief Legal Officer, General Counsel and Corporate Secretary

Erik B. Nordstrom
Peter E. Nordstrom
1617 Sixth Avenue
Seattle, Washington 98101
Attention: Erik B. Nordstrom and Peter E. Nordstrom

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 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.

Each Family Owner hereby acknowledges and agrees that:

(ii)            such Family Owner shall act in accordance with and be bound by the provisions of the NDA applicable to Messrs. Erik and Pete Nordstrom as if a party thereto;

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 James F. Nordstrom, Jr. 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.

[Signature Page Follows]

	Very truly yours,

	FAMILY OWNERS:

	Blake Mowat Bentz 1991 Trust

	By:	/s/ Kimberly Mowat Bentz
	Name:	Kimberly Mowat Bentz
	Title:	Trustee

	Kyle Andrew Bentz Trust 1993

	By:	/s/ Kimberly Mowat Bentz
	Name:	Kimberly Mowat Bentz
	Title:	Trustee

	LN Medina Family LLC

	By:	/s/ Kimberly Mowat Bentz
	Name:	Kimberly Mowat Bentz
	Title:	Manager

	/s/ Kimberly Mowat Bentz
	Kimberly Mowat Bentz

	/s/ Mari Mowat Wolf
	Mari Mowat Wolf

	BWN Trust u/w Blake W. Nordstrom

	By:	/s/ Molly Nordstrom
	Name:	Molly Nordstrom
	Title:	Trustee

	/s/ Molly Nordstrom
	Molly Nordstrom

	/s/ Andrew L. Nordstrom
	Andrew L. Nordstrom

	/s/ Lisa Nordstrom
	Lisa Nordstrom

	Address for Family Owners:
	1617 Sixth Avenue, Seattle, Washington 98101
	Attention: Erik B. Nordstrom and Peter E. Nordstrom

Acknowledged and agreed:

COMPANY:

NORDSTROM, INC.

By:	/s/ Ann Munson Steines
Name:	Ann Munson Steines
Title:	Chief Legal Officer, General Counsel and Corporate Secretary

Address: 1617 Sixth Avenue, Seattle, Washington 98101
Attention: Ann Munson Steines, Chief Legal Officer, General Counsel and Corporate Secretary

FAMILY OWNERS:

Anne E. Gittinger Trust u/w Everett W. Nordstrom

By:	/s/ Charles W. Riley, Jr.
Name:	Charles W. Riley, Jr.
Title:	Trustee

/s/ James F. Nordstrom, Jr.
James F. Nordstrom, Jr.

/s/ Anne E. Gittinger
Anne E. Gittinger

1976 Elizabeth J. Nordstrom Trust FBO Anne Gittinger

By:	/s/ Anne E. Gittinger
Name:	Anne E. Gittinger
Title:	Trustee

Susan E. Dunn Trust u/w Elizabeth J. Nordstrom

By:	/s/ Susan E. Dunn
Name:	Susan E. Dunn
Title:	Trustee

/s/ Susan E. Dunn
Susan E. Dunn

/s/ Brandy F. Nordstrom
Brandy F. Nordstrom

/s/ Julie A. Nordstrom
Julie A. Nordstrom

Estate of Bruce A. Nordstrom

By:	/s/ Margaret Jean O’Roark Nordstrom
Name:	Margaret Jean O’Roark Nordstrom
Title:	Co-Executor of the Estate of Bruce A. Nordstrom


By:	/s/ Peter E. Nordstrom
Name:	Peter E. Nordstrom
Title:	Co-Executor of the Estate of Bruce A. Nordstrom

By:	/s/ Erik B. Nordstrom
Name:	Erik B. Nordstrom
Title:	Co-Executor of the Estate of Bruce A. Nordstrom

/s/ Margaret Jean O’Roark Nordstrom
Margaret Jean O’Roark Nordstrom

Katharine T. Nordstrom 2007 Trust Agreement

By:	/s/ James F. Nordstrom, Jr.
Name:	James F. Nordstrom, Jr.
Title:	Trustee

Julia K. Nordstrom 2007 Trust Agreement

By:	/s/ James F. Nordstrom, Jr.
Name:	James F. Nordstrom, Jr.
Title:	Trustee

Audrey G. Nordstrom 2007 Trust Agreement

By:	/s/ James F. Nordstrom, Jr.
Name:	James F. Nordstrom, Jr.
Title:	Trustee

LN 1989 TRUST JWN

By:	/s/ Linda Nordstrom
Name:	Linda Nordstrom
Title:	Trustee

LN Holdings JWN LLC

By:	/s/ Kimberly Mowat Bentz
Name:	Kimberly Mowat Bentz
Title:	Manager

LN Holdings JWN II LLC

By:	/s/ Kimberly Mowat Bentz
Name:	Kimberly Mowat Bentz
Title:	Manager

/s/ Alexandra F. Nordstrom
Alexandra F. Nordstrom

Blake & Molly Nordstrom 2012 Trust FBO Alexandra F. Nordstrom

By:	/s/ Alexandra F. Nordstrom
Name:	Alexandra F. Nordstrom
Title:	Trustee

Blake and Molly Nordstrom 2012 Trust FBO Andrew L Nordstrom

By:	/s/ Andrew L. Nordstrom
Name:	Andrew L. Nordstrom
Title:	Trustee

/s/ Leigh E. Nordstrom
Leigh E. Nordstrom

/s/ Samuel C. Nordstrom
Samuel C. Nordstrom

/s/ Sara D. Nordstrom
Sara D. Nordstrom

MESSRS. ERIK AND PETE NORDSTROM:

/s/ Erik B. Nordstrom
Erik B. Nordstrom

/s/ Peter E. Nordstrom
Peter E. Nordstrom

PETE AND BRANDY NORDSTROM 2012 CHILDREN'S TRUST

By:	/s/ Erik B. Nordstrom
Name:	Erik B. Nordstrom
Title:	Trustee

PETE AND BRANDY NORDSTROM 2010 MFN TRUST

By:	/s/ Erik B. Nordstrom
Name:	Erik B. Nordstrom
Title:	Trustee

PETE AND BRANDY NORDSTROM 2012 CFN TRUST

By:	/s/ Erik B. Nordstrom
Name:	Erik B. Nordstrom
Title:	Trustee

Erik and Julie Nordstrom 2012 Sara D. Nordstrom Trust

By:	/s/ Peter E. Nordstrom
Name:	Peter E. Nordstrom
Title:	Trustee

BRUCE AND JEANNIE NORDSTROM 2010 MFN TRUST

By:	/s/ Peter E. Nordstrom
Name:	Peter E. Nordstrom
Title:	Trustee

BRUCE AND JEANNIE NORDSTROM 2012 CFN TRUST

By:	/s/ Peter E. Nordstrom
Name:	Peter E. Nordstrom
Title:	Trustee

1976 Bruce A. Nordstrom Trust (aka 1976 Elizabeth J. Nordstrom Trust FBO Bruce A. Nordstrom)

By:	/s/ Peter E. Nordstrom
Name:	Peter E. Nordstrom
Title:	Co-Trustee

By:	/s/ Erik B. Nordstrom
Name:	Erik B. Nordstrom
Title:	Co-Trustee

Trust A u/w Frances W. Nordstrom

By:	/s/ Peter E. Nordstrom
Name:	Peter E. Nordstrom
Title:	Co-Trustee

By:	/s/ Erik B. Nordstrom
Name:	Erik B. Nordstrom
Title:	Co-Trustee

By:	/s/ Charles W. Riley, Jr.
Name:	Charles W. Riley, Jr.
Title:	Co-Trustee

Address: 1617 Sixth Avenue, Seattle, Washington 98101

Attention: Erik B. Nordstrom and Peter E. Nordstrom

Nordstrom (NYSE:JWN)
過去株価チャート
から 11 2024 まで 12 2024

Nordstrom (NYSE:JWN)
過去株価チャート
から 12 2023 まで 12 2024

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