Neiman Marcus 2008 Annual Report Download - page 275

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;
(vi) you have had access to all of the information and individuals with respect to the Shares and your investment that you
deem necessary to make a complete evaluation thereof;
(vii) you have had an opportunity to consult an independent tax and legal advisor and your decision to acquire the interest for
investment has been based solely upon your evaluation;
(viii) you are aware that the Internal Revenue Service or other relevant taxing authority may take a position regarding the
rollover contemplated in this Agreement and/or the tax classification of Newco and the Shares contrary to that intended by Newco as
provided in this Agreement and you shall be solely responsible for any and all tax or other liabilities that may result from the IRS's or
other relevant taxing authority's position; and
(ix) you are aware that the Stockholders' Agreement provides significant restrictions on your ability to dispose of the Shares.
By electing to contribute the Rollover Shares pursuant to this Agreement, you acknowledge that you are instructing
Newco and its affiliates to distribute to you, following the Closing, Shares in Newco instead of cash, as described above, and
you hereby acknowledge that you do not have, and will not assert that you have, any claim against Newco, the Majority
Holders (as defined below) or their respective affiliates to receive the Merger Consideration or any other payment in exchange
for the Rollover Shares, except as contemplated herein. You further acknowledge that any tax bonus to make up for the
differential between short-term and long-term capital gains rates that otherwise would be paid to you will not be so paid on
the 10/29 Rollover Shares.
The "Majority Holders" shall mean, collectively or individually, TPG Partners III, L.P., TPG Partners IV, L.P., Warburg
Pincus Private Equity VIII, L.P., Warburg Pincus Netherlands Private Equity VIII I, C.V. and Warburg Pincus Germany Private
Equity VIII K.G and their respective successors and assigns.
10. Other NMG Interests. You acknowledge that any other equity or equity-based interests that you hold in NMG that you do
not elect to roll over, or which are not accepted for rollover for any reason pursuant to this Agreement, will be treated in accordance
with the Merger Agreement.
11. Governing Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed by
and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law
provision or rule that would cause the application of the laws of any jurisdiction other than the State of Delaware.
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