Neiman Marcus 2008 Annual Report Download - page 252

you to exercise your preemptive rights to purchase membership interests in Newton LLC rather than additional shares of common
stock of Newco.
8. Tax Reporting. It is intended that the rollover of the Rollover Shares and Rollover Options contemplated herein shall be
treated as a tax-free transfer under the Code.
All discussions of U.S. federal tax considerations in this document have been written to support the marketing of the
Shares. Such discussions were not intended or written to be used, and cannot be used by any taxpayer, for the purpose of
avoiding U.S. federal tax penalties. You should consult your own tax advisers in determining the tax consequences of the
rollover and of holding the Shares, including the application to your particular situation of the U.S. federal tax considerations
discussed herein, as well as the application of state, local, foreign, or other tax laws.
9. Representations; Acknowledgements. By signing below and completing and returning the Acceptance Form, you hereby
represent and warrant to Newco and NMG that:
(i) you have the requisite power, authority and capacity to execute this Agreement and to deliver or cause to be delivered
the Rollover Shares, to perform your obligations under this Agreement and to consummate the transactions contemplated
hereby;
(ii) the Acceptance Form has been duly and validly executed and delivered by you and constitutes your legal, valid and
binding obligation, enforceable against you in accordance with its terms, except to the extent that such validly binding
effect and enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other
laws relating to or affecting creditors' rights generally;
(iii) the Shares are being acquired for your own account, for investment purposes only and not with a view to or in
connection with any distribution, reoffer, resale, public offering or other disposition thereof not in compliance with the
Securities Act of 1933 (the "Securities Act"), as may be amended from time to time, or any applicable United States
federal or state securities laws or regulations;
(iv) you are an "accredited investor", as defined in Rule 501(a) under the Securities Act, which means you are:
a. A person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000; OR
b. A person whose income exceeded $200,000 in each of the two most recent years, or joint income with your spouse
exceeded $300,000 in each of those years, and you have a reasonable expectation of reaching the same income level
in this year;
(v) you possess such expertise, knowledge, and sophistication in financial and business matters generally, and in the type of
transaction in which NMG and Newco propose to engage in particular;
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