AGREEMENT AND PLAN OF MERGER among NEWTON ACQUISITION, INC. and THE NEIMAN MARCUS GROUP, INC. Dated as of May 1, 2005Merger Agreement • May 4th, 2005 • Neiman Marcus Group Inc • Retail-department stores • Delaware
STOCKHOLDER AGREEMENTStockholder Agreement • May 4th, 2005 • Neiman Marcus Group Inc • Retail-department stores
AGREEMENT, dated as of May 1, 2005 (this "Agreement"), among Newton Acquisition, Inc., a Delaware corporation ("Parent"), Newton Acquisition Merger Sub, Inc., a Delaware corporation ("Merger Sub"), and each of the other parties signatory hereto (each a "Stockholder" and collectively the "Stockholders"). WHEREAS, Parent, Merger Sub and The Neiman Marcus Group, Inc., a Delaware corporation (the "Company"), have entered into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"; terms defined in the Merger Agreement and not otherwise defined herein being used herein as therein defined), pursuant to which, among other things, Merger Sub will merge with and into the Company (the "Merger") and each issued and outstanding share (other than shares cancelled pursuant to Section 2.1 of the Merger Agreement or Dissenting Shares) of Class A Common Stock, Class B Common Stock and Class C Common Stock ("Common Stock") will be converted into the right to receive
FIRST AMENDMENT TO THE AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • May 4th, 2005 • Neiman Marcus Group Inc • Retail-department stores • New York
FIRST AMENDMENT, dated as of May 1, 2005 (this "Amendment"), to the Amended and Restated Rights Agreement, dated as of August 8, 2002 (the "Rights Agreement"), by and between The Neiman Marcus Group, Inc. (the "Company") and Mellon Investor Services LLC, as Rights Agent (the "Rights Agent"). Terms used herein but not defined shall have the meaning assigned to them in the Rights Agreement. WHEREAS, the Company and the Rights Agent have heretofore executed and entered into the Rights Agreement; WHEREAS, the Company proposes to enter into an Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement"), among Newton Acquisition, Inc., a Delaware corporation ("Parent"), Newton Acquisition Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and the Company, providing for the merger (the "Merger") of the Company with and into Merger Sub, with the Company continuing as the surviving corporation; WHEREAS, the
