AGREEMENT AND PLAN OF MERGER by and among BARNES & NOBLE, INC., B&N.COM HOLDING CORP., B&N.COM ACQUISITION CORP., and BARNESANDNOBLE.COM INC. Dated as of January 8, 2004Merger Agreement • January 9th, 2004 • Barnesandnoble Com Inc • Retail-record & prerecorded tape stores • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of January 8, 2004 (this “Agreement”), by and among Barnes & Noble, Inc., a Delaware corporation (“Barnes & Noble”), B&N.com Holding Corp., a Delaware corporation and a wholly owned subsidiary of Barnes & Noble (“B&N Holding Corp.”), B&N.com Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of B&N Holding Corp. (“B&N Acquisition Corp.”), and barnesandnoble.com inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 7.1.
