CONFIDENTIAL SETTLEMENT AND PATENT LICENSE AGREEMENTConfidential Settlement and Patent License Agreement • April 30th, 2012 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
This Confidential Settlement and Patent License Agreement, by and between Barnes & Noble, Inc., a Delaware corporation having a principal place of business at 122 Fifth Avenue, New York, New York 10011 (“Barnes&Noble”), and barnesandnoble.com llc, a Delaware limited liability corporation having a principal place of business at 76 Ninth Avenue, New York, New York 10011, Microsoft Corporation, a Washington corporation having a primary place of business at One Microsoft Way, Redmond, Washington 98052 (“MICROSOFT”), and Microsoft Corporation’s Subsidiary, Microsoft Licensing GP, a Nevada general partnership, with offices at 6100 Neil Road, Suite 210, Reno NV 89511-137 (“MLGP”), is effective as of April 27, 2012 (“Effective Date”). MICROSOFT and Barnes&Noble (individually, a “Party”; collectively, the “Parties”) agree as follows.
Commercial AgreementCommercial Agreement • April 30th, 2012 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
This Commercial Agreement (this “Agreement”), dated as of the Effective Date, is between: Microsoft Corporation, a Washington corporation (“Microsoft”); Barnes and Noble, Inc., a Delaware corporation (“B&N”); and the company to be formed by B&N and described in the Investment Agreement as “NewCo,” and identified on the signature page of this Agreement (“NewCo”).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND SECURITY AGREEMENTCredit Agreement and Security Agreement • April 30th, 2012 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND SECURITY AGREEMENT (this “Amendment”), dated as of April 27, 2012, is by and among BARNES & NOBLE, INC., a Delaware corporation (“Lead Borrower”), the other Persons party hereto as borrowers (collectively, together with the Lead Borrower, the “Borrowers”), BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”) and Collateral Agent (the “Collateral Agent”), and each of the Lenders party hereto.
INVESTMENT AGREEMENT among BARNES & NOBLE, INC., MORRISON INVESTMENT HOLDINGS, INC. and MICROSOFT CORPORATION (solely for purposes of Section 3.06) Dated as of April 27, 2012Registration Rights Agreement • April 30th, 2012 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
INVESTMENT AGREEMENT dated as of April 27, 2012 (this “Agreement”), among BARNES & NOBLE, INC., a Delaware corporation (the “Parent”), MORRISON INVESTMENT HOLDINGS, INC., a Nevada corporation (the “Investor”) and, solely for purposes of Section 3.06, MICROSOFT CORPORATION, a Washington corporation (“Microsoft”).
