RIGHTS AGREEMENT between BARNES & NOBLE EDUCATION, INC., and COMPUTERSHARE TRUST COMPANY, N.A., as Rights AgentRights Agreement • March 26th, 2020 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • Delaware
CREDIT AGREEMENTCredit Agreement • August 3rd, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of August 3, 2015, among BARNES & NOBLE EDUCATION, INC., a Delaware corporation (the “Lead Borrower”), the Persons signatory hereto as borrowers and named on Schedule 1.01 hereto (collectively, together with the Lead Borrower and such other Persons as may be joined as a borrower from time to time in accordance herewith, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and Swing Line Lender, JPMORGAN CHASE BANK, N.A., WELLS FARGO BANK, NATIONAL ASSOCIATION, and SUNTRUST BANK, as Co-Syndication Agents, and CITIZENS BANK, N.A. and REGIONS BANK, as Co-Documentation Agents.
BARNES & NOBLE EDUCATION, INC. UP TO $40,000,000 OF COMMON STOCK (PAR VALUE $0.01 PER SHARE) AT-THE-MARKET SALES AGREEMENTAt-the-Market Sales Agreement • September 20th, 2024 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New York
Barnes & Noble Education, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with BTIG, LLC (“BTIG” and, together with the Company, the “Parties”), as follows:
BARNES & NOBLE EDUCATION, INC.Employment Agreement • July 20th, 2017 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New Jersey
This letter agreement (the “Agreement”) is an amendment and restatement of the letter agreement between you and Barnes & Noble Education, Inc. (the “Company”) dated June 26, 2015 (the “Prior Agreement”) in connection with your employment as the Chief Executive Officer and Chairman of the Board of the Company effective as of September 19, 2017 (the “Effective Date”). Until the Effective Date, the Prior Agreement remains in full force and effect. If your employment as Executive Chairman pursuant to the Prior Agreement terminates for any reason prior to the Effective Date, this Agreement shall be null and void ab initio and the Prior Agreement terms shall govern any such termination.
RESTRICTED STOCK UNIT AWARD AGREEMENT Issued Pursuant to the Barnes & Noble Education, Inc. Amended and Restated Equity Incentive PlanRestricted Stock Unit Award Agreement • December 4th, 2018 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (“Agreement”), effective as of the grant date (“Grant Date”) set forth in the attached Restricted Stock Unit Award Certificate (the “Certificate”), represents the grant of such number of restricted stock units (“RSUs”) set forth in the Certificate by Barnes & Noble Education, Inc. (the “Company”), to the person named in the Certificate (the “Participant”), subject to the terms and conditions set forth below, the Certificate and the provisions of the Barnes & Noble Education, Inc. Amended and Restated Equity Incentive Plan (the “Plan”).
RETENTION BONUS AGREEMENT February 7, 2014Retention Bonus Agreement • July 13th, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New York
The Company has approved a one-time retention bonus to you in the amount of $755,550 (your “Retention Bonus”). Your Retention Bonus will vest with respect to 50% of the amount if you are continuously employed by the Company through February 7, 2016 (the “Initial Vesting Date”) and with respect to the remaining 50% of the amount if you are continuously employed by the Company through February 7, 2017 (the “Final Vesting Date”). In the event that you voluntarily terminate your employment or the Company terminates your employment for “Cause” (as defined below), you will not receive the then-unvested portion of your Retention Bonus. If vested, payment of the applicable portion of your Retention Bonus will be made by the Company in cash, less applicable taxes and other withholdings, within 30 days after the Initial or Final Vesting Date, as appropriate. Taxes on the award shall remain your sole responsibility.
PERFORMANCE-BASED STOCK UNIT AWARD AGREEMENT Issued Pursuant to the Barnes & Noble Education, Inc. Amended and Restated Equity Incentive PlanPerformance-Based Stock Unit Award Agreement • December 4th, 2018 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • Delaware
THIS PERFORMANCE-BASED STOCK UNIT AWARD AGREEMENT (“Agreement”), effective as of the grant date (“Grant Date”) set forth in the attached Performance –Based Stock Unit Award Certificate (the “Certificate”), represents the grant of such target number of performance-based stock units subject to performance-based and any other vesting criteria (“PSUs”) set forth in the Certificate by Barnes & Noble Education, Inc. (the “Company”), to the person named in the Certificate (the “Participant”), subject to the terms and conditions set forth below, the Certificate, and the provisions of the Barnes & Noble Education, Inc. Amended and Restated Equity Incentive Plan, as may be amended from time to time (the “Plan”).
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 31st, 2023 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New York
Required Lenders, immediately increase the Applicable Margin to that set forth in Level I of the applicable pricing grid (even if the Average Daily Availability requirements for a different Level have been met); provided, further, that if the information set forth in any Borrowing Base Certificate or any other certificate provided by the Loan Parties that is applicable to the calculation of the Applicable Margin otherwise proves to be false or incorrect such that the Applicable Margin would have been higher than was otherwise in effect during any period, without constituting a waiver of any Default arising as a result thereof, interest due under this Agreement shall be immediately recalculated at such higher rate for any applicable periods and shall be due and payable on demand; andSixth Amendment Effective Date (i) in the case of any Term SOFR Loan, 3.375% per annum and (ii) in the case of any Base Rate Loan, 2.375% per annum and (b) with respect to Credit Extensions under the FILO Fa
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • August 3rd, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New York
This Trademark License Agreement (this “Agreement”) is entered into as of August 2, 2015 (“Effective Date”), by and between Barnes & Noble, Inc. (“B&N”) and Barnes & Noble Education, Inc. (“BNED”), each a “Party” and, collectively, the “Parties”. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Separation Agreement (as defined below).
SEPARATION AND DISTRIBUTION AGREEMENT by and between BARNES & NOBLE, INC. and BARNES & NOBLE EDUCATION, INC. Dated as of July 14, 2015Separation and Distribution Agreement • September 10th, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New York
SEPARATION AND DISTRIBUTION AGREEMENT dated as of July 14, 2015, by and between Barnes & Noble, Inc., a Delaware corporation (“B&N”), and Barnes & Noble Education, Inc., a Delaware corporation (“BNED”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
June 23, 2015 Mr. Patrick Maloney c/o Barnes & Noble College Booksellers, LLC Basking Ridge, NJ 07920 Dear Mr. Maloney:Employment Agreement • July 13th, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New Jersey
This letter agreement (the “Agreement”) is intended to set forth our mutual understanding regarding your employment as Executive Vice President, Chief Operating Officer of Barnes & Noble Education, Inc. and Barnes & Noble College Booksellers, LLC (the “Company”), a wholly-owned subsidiary of Barnes & Noble Education, Inc. This Agreement is intended to replace the letter agreement with you dated as of June 30, 2014 (the “Prior Agreement”) effective as of the distribution by Barnes & Noble, Inc. to its stockholders of all shares of common stock of Barnes & Noble Education, Inc., and the indirect ownership of all membership interests in the Company (the “Distribution”). For the avoidance of doubt, the Prior Agreement shall remain effective through the effectiveness of the Distribution and shall be replaced by this Agreement upon the effectiveness of the Distribution; provided, however, Barnes & Noble, Inc. may at any time prior to the proposed Distribution provide notice to you in accorda
STANDBY, SECURITIES PURCHASE AND DEBT CONVERSION AGREEMENTStandby, Securities Purchase and Debt Conversion Agreement • April 16th, 2024 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • Delaware
This STANDBY, SECURITIES PURCHASE AND DEBT CONVERSION AGREEMENT (this “Agreement”), dated as of April 16, 2024, is made by and among Barnes & Noble Education, Inc. , a Delaware corporation (the “Company”), Toro 18 Holdings LLC, a Delaware limited liability company (“Investor”), Vital Fundco, LLC (“Vital”), and TopLids LendCo, LLC (“TopLids” and, together with Vital, the “Lien Purchasers”), Outerbridge Capital Management, LLC, a Delaware limited liability company (“Outerbridge”) and Selz Family 2011 Trust (“Selz” and together with Outerbridge, the “Standby Purchasers”). Investor, Vital, TopLids and each of the Standby Purchasers is each referred to individually as a “Purchaser” and, together, as the “Purchasers”.
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • August 11th, 2023 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • Delaware
THIS INDEPENDENT DIRECTOR AGREEMENT (the “Agreement”) is made as of August 11, 2023, by and between Barnes & Noble Education, Inc., a Delaware corporation (the “Company”), and Steven G. Panagos (“Director”) of Barnes & Noble Education, Inc.
TAX MATTERS AGREEMENT By and BetweenTax Matters Agreement • August 3rd, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New York
June 23, 2015 William Maloney c/o Barnes & Noble College Booksellers, LLC Basking Ridge, NJ 07920 Dear Mr. Maloney:Employment Agreement • July 13th, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New Jersey
This letter agreement (the “Agreement”) is intended to set forth our mutual understanding regarding your employment as Executive Vice President of Barnes & Noble Education, Inc. (“Education”) and Barnes & Noble College Booksellers, LLC (the “Company”), a wholly-owned subsidiary of Barnes & Noble Education, Inc. This Agreement is intended to replace the letter agreement with you dated as of September 30, 2009 (the “Prior Agreement”) effective as of the distribution by Barnes & Noble, Inc. to its stockholders of all shares of common stock of Barnes & Noble Education, Inc., and the indirect ownership of all membership interests in the Company (the “Distribution”). For the avoidance of doubt, the Prior Agreement shall remain effective through the effectiveness of the Distribution and shall be replaced by this Agreement upon the effectiveness of the Distribution; provided, however, Barnes & Noble, Inc. may at any time prior to the proposed Distribution provide notice to you in accordance wi
FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENTCredit Agreement • March 8th, 2022 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New York
This FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT, dated as of March 7, 2022 (this “Amendment”), is by and among Bank of America, N.A., in its capacity as administrative agent and collateral agent for the Lenders, pursuant to the Credit Agreement defined below (in such capacity, the “Administrative Agent”), the lenders (collectively, the “Consenting Lenders”) under the Amended Credit Agreement (defined below) constituting at least the Required Lenders, Barnes & Noble Education, Inc., a Delaware corporation (the “Lead Borrower”), and the other borrowers party hereto (collectively with the Lead Borrower, the “Borrowers” and, collectively, with the Guarantors, the “Loan Parties”).
THIRD AMENDMENT AND WAIVER TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENTCredit Agreement • April 5th, 2021 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New York
This SECURITY AGREEMENT, dated as of August 3, 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by each of BARNES & NOBLE EDUCATION, INC., a Delaware corporation (the “Lead Borrower”), and certain other Subsidiaries of the Lead Borrower signatory hereto as grantors (the Lead Borrower and such other grantors, together with any successors and any other Subsidiaries of the Lead Borrower that may join as a grantor from time to time, the “Grantors,” and each, a “Grantor”), in favor of BANK OF AMERICA, N.A., in its capacity as collateral agent for the Credit Parties (as defined in the Credit Agreement defined below) pursuant to the Credit Agreement (as hereinafter defined), as grantee, assignee and secured party (in such capacities and together with any successors and assigns in such capacities, the “Collateral Agent”).
ContractIndemnification Agreement • June 29th, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • Delaware
INDEMNIFICATION AGREEMENT dated as of [●] (this “Agreement”), between Barnes & Noble Education, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
RESTRICTED STOCK AWARD AGREEMENT Issued Pursuant to the Barnes & Noble Education, Inc. Amended and Restated Equity Incentive PlanRestricted Stock Award Agreement • December 4th, 2018 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (“Agreement”), effective as of the grant date (“Grant Date”) set forth in the attached Restricted Stock Award Certificate (the “Certificate”), represents the grant of such number of Shares of Restricted Stock set forth in the Certificate by Barnes & Noble Education, Inc. (the “Company”), to the person named in the Certificate (the “Participant”), subject to the terms and conditions set forth below, the Certificate and the provisions of the Barnes & Noble Education, Inc. Amended and Restated Equity Incentive Plan (the “Plan”).
TRANSITION SERVICES AGREEMENT between BARNES & NOBLE, INC. and BARNES & NOBLE EDUCATION, INC. Dated as of August 2, 2015Transition Services Agreement • August 3rd, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New York
TRANSITION SERVICES AGREEMENT (this “Agreement”) dated as of August 2, 2015, is between Barnes & Noble, Inc., a Delaware corporation (“B&N”), and Barnes & Noble Education, Inc., a Delaware corporation (“BNED” or “Recipient”, together with B&N, the “Parties” and each, a “Party”).
EMPLOYEE MATTERS AGREEMENT By and Between BARNES & NOBLE, INC. and BARNES & NOBLE EDUCATION, INC. Dated as of August 2, 2015Employee Matters Agreement • August 3rd, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores
EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of August 2, 2015, by and between BARNES & NOBLE, INC., a Delaware corporation (“B&N”), and BARNES & NOBLE EDUCATION, INC., a Delaware corporation (“BNED”, and together with B&N, the “Parties”).
BARNES & NOBLE EDUCATION, INC. Basking Ridge, New Jersey 07920Retirement Agreement • December 18th, 2018 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores
This letter (“Retirement Letter”) sets forth the agreement between you and Barnes & Noble Education, Inc. (“Education”) and Barnes & Noble College Booksellers, LLC (the “Company”), a wholly-owned subsidiary of Barnes & Noble Education, Inc., regarding your resignations from Education, the Company, and their affiliates effective as of April 27, 2019 (the “Retirement Date”).
THIRD AMENDMENT TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • July 31st, 2023 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New York
This THIRD AMENDMENT TO TERM LOAN CREDIT AGREEMENT, dated as of July 28, 2023 (this “Amendment”), is by and among TopLids LendCo, LLC (“TopLids”), in its capacity as administrative agent pursuant to the Existing Credit Agreement defined below (in such capacity, the “Administrative Agent”), the Lenders party hereto (which Lenders comprise all Lenders under the Existing Credit Agreement as of the date hereof), Barnes & Noble Education, Inc., a Delaware corporation (the “Borrower”), and the other parties party hereto as “Guarantors” (collectively with the Borrower, the “Loan Parties”).
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • July 3rd, 2024 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • Delaware
This AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this “Amendment”) is entered into as of July 3, 2024 (the “Amendment Effective Date”), by and between Barnes & Noble Education, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”), and amends that certain Rights Agreement, dated as of April 16, 2024, by and between the Company and the Rights Agent (the “Rights Agreement”). All capitalized terms used herein and not otherwise defined herein shall have the meaning(s) ascribed to them in the Rights Agreement.
PURCHASE AGREEMENT by and among BARNES & NOBLE EDUCATION, INC., as the Buyer, ELLAR LLC, as HoldCo, and LEONARD RIGGIO AND THE OTHER UNITHOLDERS LISTED ON THE SIGNATURE PAGES ATTACHED HERETO, as the Unitholders, and ELLAR LLC, as the Designated...Purchase Agreement • February 28th, 2017 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • Delaware
PURCHASE AGREEMENT, dated as of February 27, 2017 (this “Agreement”), by and among BARNES & NOBLE EDUCATION, INC., a Delaware corporation (the “Buyer”), ELLAR LLC, a Delaware limited liability company (“HoldCo”), LEONARD RIGGIO and the other HoldCo unitholders listed on the signature pages attached hereto (collectively, the “Unitholders”) and, in its capacity as the representative of the Unitholders, ELLAR LLC (the “Designated Representative”). HoldCo and the Unitholders will be referred to, collectively, as the “MBS Parties.”
BARNES & NOBLE EDUCATION, INC. 120 Mountainview Boulevard Basking Ridge, New Jersey 07920Salary Reduction Agreement • April 2nd, 2020 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New York
This letter reflects the agreement between you and Barnes & Noble Education, Inc. (the “Company”) regarding your offer to reduce your gross annual base salary from $1,100,000 per annum to $825,000 per annum in recognition of the unusual circumstances expected to continue to impact the Company’s operations as a result of the COVID-19 epidemic. You have agreed that the reduction will apply beginning April 13, 2020 and will continue through September 19, 2020, which is the last day of the current “Renewal Term” under the letter agreement between you and the Company dated as of July 19, 2017 (the “Letter Agreement”). Unless otherwise agreed by you and the Company in writing, the reduction in your annual base salary shall no longer apply after the last day of the current Renewal Term. You hereby acknowledge and agree that this reduction shall not constitute grounds for you to resign for “Good Reason” pursuant to the Letter Agreement.
COOPERATION AGREEMENTCooperation Agreement • June 27th, 2022 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • Delaware
This Cooperation Agreement (this “Agreement”) is made and entered into as of June 25, 2022 by and among Barnes & Noble Education, Inc. (the “Company”) and the entities and natural person set forth in the signature pages hereto (collectively, “Outerbridge”) (each of the Company and Outerbridge, a “Party” to this Agreement, and collectively, the “Parties”).
NINTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 7th, 2023 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New York
This NINTH AMENDMENT TO CREDIT AGREEMENT, dated as of October 10, 2023 (this “Amendment”), is by and among Bank of America, N.A., in its capacity as administrative agent and collateral agent for the Lenders, pursuant to the Existing Credit Agreement defined below (in such capacity, the “Administrative Agent”), the Lenders party hereto (which Lenders comprise Super-Majority Required Lenders under the Existing Credit Agreement as of the date hereof), Barnes & Noble Education, Inc., a Delaware corporation (the “Lead Borrower”), the other borrowers party hereto (collectively with the Lead Borrower, the “Borrowers”) and the other parties party hereto as “Guarantors” (collectively with the Borrowers, the “Loan Parties”). References herein to a Lender shall be deemed to include each such Lender in its capacity as an LC Issuer and/or the Swing Line Lender.
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 10th, 2022 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New York
This FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of June 7, 2022 (this “Amendment”), is by and among Bank of America, N.A., in its capacity as administrative agent and collateral agent for the Lenders, pursuant to the Credit Agreement defined below (in such capacity, the “Administrative Agent”), the lenders (collectively, the “Consenting Lenders”) under the Credit Agreement (defined below) constituting at least the Required Lenders, Barnes & Noble Education, Inc., a Delaware corporation (the “Lead Borrower”), and the other borrowers party hereto (collectively with the Lead Borrower, the “Borrowers” and, collectively, with the Guarantors, the “Loan Parties”).
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • July 14th, 2020 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • Delaware
This FIRST AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is entered into as of July 13, 2020, by and between Barnes & Noble Education, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meaning(s) ascribed to them in that certain Rights Agreement, dated as of March 25, 2020, by and between the Company and the Rights Agent (the “Rights Agreement”).
LIMITED WAIVER AGREEMENTLimited Waiver Agreement • June 29th, 2022 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New York
This LIMITED WAIVER AGREEMENT, dated as of June 28, 2022 (this “Waiver Agreement”), is by and among Bank of America, N.A., in its capacity as administrative agent and collateral agent for the Lenders, pursuant to the Credit Agreement defined below (in such capacity, the “Administrative Agent”), the lenders (collectively, the “Consenting Lenders”) under the Credit Agreement (defined below) constituting at least the Required Lenders, Barnes & Noble Education, Inc., a Delaware corporation (the “Lead Borrower”), and the other borrowers party hereto (collectively with the Lead Borrower, the “Borrowers” and, collectively, with the Guarantors, the “Loan Parties”).
LETTER AGREEMENTCooperation Agreement • July 23rd, 2021 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores
This letter agreement (this “Agreement”) is made as of July 22, 2021, by and among Barnes & Noble Education, Inc. (the “Company”), on the one hand, and Outerbridge GP, LLC, Outerbridge Capital Management, LLC, Outerbridge Special Opportunities Fund, LP, Outerbridge Special Opportunities GP, LLC and Rory Wallace (collectively, “Outerbridge”), on the other hand (each of the Company and Outerbridge, a “Party” to this Agreement, and collectively, the “Parties”). Capitalized terms used in this letter agreement and not defined herein shall have the meanings given to such terms in the Cooperation Agreement (as defined below).
TRANSITION SERVICES AGREEMENT between BARNES & NOBLE, INC. and BARNES & NOBLE EDUCATION, INC. Dated as of [●], 2015Transition Services Agreement • June 29th, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New York
TRANSITION SERVICES AGREEMENT (this “Agreement”) dated as of [●], 2015, is between Barnes & Noble, Inc., a Delaware corporation (“B&N”), and Barnes & Noble Education, Inc., a Delaware corporation (“BNED” or “Recipient”, together with B&N, the “Parties” and each, a “Party”).
BARNES & NOBLE EDUCATION, INC. Basking Ridge, New Jersey 07920Resignation Agreement • November 12th, 2020 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores
This letter (“Resignation Letter”) sets forth the agreement between you and Barnes & Noble Education, Inc. (the “Company”) regarding your resignation from the Company and its affiliates effective as of November 30, 2020 (the “Resignation Date”).
RIGHTS AGREEMENT between BARNES & NOBLE EDUCATION, INC., and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent Dated as of April 16, 2024Rights Agreement • April 16th, 2024 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • Delaware
RIGHTS AGREEMENT, dated as of April 16, 2024 (this “Agreement”), between Barnes & Noble Education, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
