JOINDER AGREEMENT September 3, 2024
Exhibit 23
September 3, 2024
Nordstrom, Inc.
0000 Xxxxx Xxxxxx
Seattle, Washington 98101
Attention: Xxx Xxxxxx Xxxxxxx, Chief Legal Officer, General Counsel and Corporate Secretary
Xxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx
0000 Xxxxx Xxxxxx
Seattle, Washington 98101
Attention: Xxxx X. Xxxxxxxxx and Xxxxx X. Xxxxxxxxx
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 Xxxx X. Xxxxxxxxx, Xxxxx X. Xxxxxxxxx, and certain related trusts (collectively, “Messrs. Xxxx and Xxxx Xxxxxxxxx”) 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. Xxxx and Xxxx Xxxxxxxxx in connection with the Possible Transaction. Accordingly, each Family Owner acknowledges that he, she or it is a Representative of Messrs. Xxxx and Xxxx Xxxxxxxxx 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. Xxxx and Xxxx Xxxxxxxxx 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. Xxxx and Xxxx Xxxxxxxxx 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. Xxxx and Xxxx Xxxxxxxxx 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. Xxxx and Xxxx Xxxxxxxxx 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 Xxxxx X. Xxxxxxxxx, Xx. 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. Xxxx and Xxxx Xxxxxxxxx.
[Signature Page Follows]
| Very truly yours, | ||
| FAMILY OWNERS: | ||
| Xxxxxxx Xxxxxxxxx Trust FBO Xxxx Xxxxxxxxx | ||
| By: | /s/ Xxxxxxx X. Xxxxx, Xx. | |
| Name: | Xxxxxxx X. Xxxxx, Xx. | |
| Title: | Trustee | |
| /s/ Xxxxx X. Xxxxxxxxx, Xx. | ||
| Xxxxx X. Xxxxxxxxx, Xx. | ||
| /s/ Xxxx X. Xxxxxxxxx | ||
| Xxxx X. Xxxxxxxxx | ||
| 1976 Xxxxxxxxx X. Xxxxxxxxx Trust FBO Xxxx Xxxxxxxxx | ||
| By: | /s/ Xxxx X. Xxxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxxx | |
| Title: | Trustee | |
| Xxxxxxxxx X. Xxxxxxxxx Trust FBO Xxxxx Xxxx | ||
| By: | /s/ Xxxxx X. Xxxx | |
| Name: | Xxxxx X. Xxxx | |
| Title: | Trustee | |
| /s/ Xxxxx X. Xxxx | ||
| Xxxxx X. Xxxx | ||
| /s/ Xxxxxx Xxxxxxxxx | ||
| Xxxxxx Xxxxxxxxx | ||
| /s/ Xxxxx X. Xxxxxxxxx | ||
| Xxxxx X. Xxxxxxxxx | ||
| Xxxxx X. Xxxxxxxxx TR Xxxxxxx X. Xxxxxxxxx Testamentary Trust | ||
| By: | /s/ Xxxx X. Xxxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxxx | |
| Title: | Co-Trustee | |
| By: | /s/ Xxxxx X. Xxxxxxxxx | |
| Name: | Xxxxx X. Xxxxxxxxx | |
| Title: | Co-Trustee | |
| By: | /s/ Xxxxxxx X. Xxxxx, Xx. | |
| Name: | Xxxxxxx X. Xxxxx, Xx. | |
| Title: | Co-Trustee | |
| Estate of Xxxxx X. Xxxxxxxxx | ||
| By: | /s/ Xxxxxxxx Xxxx X’Xxxxx Xxxxxxxxx | |
| Name: | Xxxxxxxx Xxxx X’Xxxxx Xxxxxxxxx | |
| Title: | Co-Executor of the Estate of Xxxxx X. Xxxxxxxxx | |
| By: | /s/ Xxxxx X. Xxxxxxxxx | |
| Name: | Xxxxx X. Xxxxxxxxx | |
| Title: | Co-Executor of the Estate of Xxxxx X. Xxxxxxxxx | |
| By: | /s/ Xxxx X. Xxxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxxx | |
| Title: | Co-Executor of the Estate of Xxxxx X. Xxxxxxxxx | |
| /s/ Xxxxxxxx Xxxx X’Xxxxx Xxxxxxxxx | ||
| Xxxxxxxx Xxxx X’Xxxxx Xxxxxxxxx | ||
| Xxxxxxxxx X. Xxxxxxxxx 2007 Trust Agreement | ||
| By: | /s/ Xxxxx X. Xxxxxxxxx, Xx. | |
| Name: | Xxxxx X. Xxxxxxxxx, Xx. | |
| Title: | Trustee | |
| Xxxxx X. Xxxxxxxxx 2007 Trust Agreement | ||
| By: | /s/ Xxxxx X. Xxxxxxxxx, Xx. | |
| Name: | Xxxxx X. Xxxxxxxxx, Xx. | |
| Title: | Trustee | |
| Xxxxxx X. Xxxxxxxxx 2007 Trust Agreement | ||
| By: | /s/ Xxxxx X. Xxxxxxxxx, Xx. | |
| Name: | Xxxxx X. Xxxxxxxxx, Xx. | |
| Title: | Trustee | |
| LN 1989 TRUST JWN | ||
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: | Xxxxx Xxxxxxxxx | |
| Title: | Trustee | |
| LN Holdings JWN LLC | ||
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: | Xxxxx Xxxxxxxxx | |
| Title: | Co-Manager | |
| By: | /s/ Xxxxxxxx Xxxxx | |
| Name: | Xxxxxxxx Xxxxx | |
| Title: | Co-Manager | |
| LN Holdings JWN II LLC | ||
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: | Xxxxx Xxxxxxxxx | |
| Title: | Co-Manager | |
| By: | /s/ Xxxxxxxx Xxxxx | |
| Name: | Xxxxxxxx Xxxxx | |
| Title: | Co-Manager | |
| /s/ Xxxxxxxxx X. Xxxxxxxxx | ||
| Xxxxxxxxx X. Xxxxxxxxx | ||
| Blake & Xxxxx Xxxxxxxxx 2012 Xxxxxxxxx X. Xxxxxxxxx Trust | ||
| By: | /s/ Xxxxxxxxx X. Xxxxxxxxx | |
| Name: | Xxxxxxxxx X. Xxxxxxxxx | |
| Title: | Trustee | |
| Xxxxx and Xxxxx Xxxxxxxxx 2012 Xxxxxx X Xxxxxxxxx Trust | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxxxx | |
| Title: | Trustee | |
| /s/ Xxxxx X. Xxxxxxxxx | ||
| Xxxxx X. Xxxxxxxxx | ||
| /s/ Xxxxxx X. Xxxxxxxxx | ||
| Xxxxxx X. Xxxxxxxxx | ||
| /s/ Xxxx X. Xxxxxxxxx | ||
| Xxxx X. Xxxxxxxxx | ||
| Address for Family Owners: | ||
| 0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000 | ||
| Attention: Xxxx X. Xxxxxxxxx and Xxxxx X. Xxxxxxxxx | ||
Acknowledged and agreed:
COMPANY:
NORDSTROM, INC.
| By: | /s/ Xxx Xxxxxx Xxxxxxx | |
| Name: | Xxx Xxxxxx Xxxxxxx | |
| Title: | Chief Legal Officer, General Counsel and Corporate Secretary |
Address: 0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxx Xxxxxx Xxxxxxx, Chief Legal Officer, General Counsel and Corporate Secretary
MESSRS. XXXX AND XXXX XXXXXXXXX:
| /s/ Xxxx X. Xxxxxxxxx | |
| Xxxx X. Xxxxxxxxx | |
| /s/ Xxxxx X. Xxxxxxxxx | |
| Xxxxx X. Xxxxxxxxx |
XXXX AND XXXXXX XXXXXXXXX 2012 CHILDREN'S TRUST
| By: | /s/ Xxxx X. Xxxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxxx | |
| Title: | Trustee |
XXXX AND XXXXXX XXXXXXXXX 2010 MFN TRUST
| By: | /s/ Xxxx X. Xxxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxxx | |
| Title: | Trustee |
XXXX AND XXXXXX XXXXXXXXX 2012 CFN TRUST
| By: | /s/ Xxxx X. Xxxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxxx | |
| Title: | Trustee |
XXXX AND XXXXX XXXXXXXXX XXXX X. XXXXXXXXX 2012 TRUST
| By: | /s/ Xxxxx X. Xxxxxxxxx | |
| Name: | Xxxxx X. Xxxxxxxxx | |
| Title: | Trustee |
XXXXX AND XXXXXXX XXXXXXXXX 2010 MFN TRUST
| By: | /s/ Xxxxx X. Xxxxxxxxx | |
| Name: | Xxxxx X. Xxxxxxxxx | |
| Title: | Trustee |
XXXXX AND XXXXXXX XXXXXXXXX 2012 CFN TRUST
| By: | /s/ Xxxxx X. Xxxxxxxxx | |
| Name: | Xxxxx X. Xxxxxxxxx | |
| Title: | Trustee |
1976 XXXXX X. XXXXXXXXX TRUST (aka 1976 XXXXXXXXX X. XXXXXXXXX TRUST FBO XXXXX XXXXXXXXX)
| By: | /s/ Xxxxx X. Xxxxxxxxx | |
| Name: | Xxxxx X. Xxxxxxxxx | |
| Title: | Co-Trustee |
| By: | /s/ Xxxx X. Xxxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxxx | |
| Title: | Co-Trustee |
XXXXXXX X. XXXXXXXXX TRUST FBO BAN, created under will dated April 4, 1984
| By: | /s/ Xxxxx X. Xxxxxxxxx | |
| Name: | Xxxxx X. Xxxxxxxxx | |
| Title: | Co-Trustee |
| By: | /s/ Xxxx X. Xxxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxxx | |
| Title: | Co-Trustee |
Address: 0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx X. Xxxxxxxxx and Xxxxx X. Xxxxxxxxx
