Transfer Procedures and Restrictions

Transferors of Common Units of NMG Parent LLC (CUSIP No. 62929P 102) or Warrants to Purchase Common Units (CUSIP No. 62929P 110) with questions about the transfer process may contact David M. Cary, Senior Relationship Manager, American Stock Transfer & Trust Company, LLC, by email at dcary@equiniti.com or by calling 972-684-5310.

Transfer of Common Units or Warrants to Purchase Common Units shall not be permitted without the Company’s prior written approval. In order for transferees of Common Units or Warrants to Purchase Common Units that are not already Members of the Company to be admitted as a Members, such transferees are required to deliver a written joinder agreement in the form available below (a “Joinder”) agreeing to be bound by the terms and conditions of the Amended and Restated Limited Liability Company Agreement of NMG Parent LLC, dated September 25, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “LLC Agreement”), including making the applicable representations set forth in the LLC Agreement and, if applicable, including a customary consent of the spouse of any such Person that is a natural person, and shall deliver such documents and instruments as the Company reasonably determines to be necessary or appropriate in connection with the transfer to such Person or to effect such Person’s admission as a Member.  All prospective transferors and transferees must review the LLC Agreement prior to transfer as well as complete in full the transfer documentation required by the Company’s transfer agent. The Company shall not have any obligations to approve a transfer if the transferee has not delivered an executed Joinder or if such transfer is to a Competitor (a current list of such competitors may be obtained by contacting Jessica_Morris@neimanmarcus.com, Tom_Mattei@neimanmarcus.com and Mark_D_Anderson@neimanmarcus.com). You may also obtain a copy of the LLC Agreement at our private data site or by contacting the foregoing individuals.

Please note that the foregoing is not intended and should not be construed as investment, accounting, financial, legal or tax advice by or on behalf of the Company, or its directors, officers, affiliates, agents, attorneys or employees.

Resources

1. Warrant Agreement, between NMG Parent LLC and American Stock Transfer & Trust Company
2. Form of Joinder Agreement