DIGITAL BUSINESS CONTINGENT PAYMENT AGREEMENT dated as of December 3, 2014 by and between NOOK MEDIA INC., BARNES & NOBLE, INC. and PEARSON EDUCATION, INC.Digital Business Contingent Payment Agreement • December 4th, 2014 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
This DIGITAL BUSINESS CONTINGENT PAYMENT AGREEMENT (this “Agreement”), dated as of December 3, 2014, is entered into by and between NOOK Media Inc., a Delaware corporation (“NMI”), Barnes & Noble, Inc., a Delaware corporation (the “Company”), and Pearson Education, Inc., a Delaware corporation (the “Investor”). NMI, the Company and the Investor each may be referred to herein individually as a “Party” and collectively as the “Parties.”
PURCHASE AGREEMENTPurchase Agreement • December 4th, 2014 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
PURCHASE AGREEMENT dated as of December 3, 2014 (this “Agreement”), among Barnes & Noble, Inc., a Delaware corporation (the “Company”), NOOK Media Inc., a Delaware corporation (“NMI”), Morrison Investment Holdings, Inc., a Nevada corporation (the “Investor”), and Microsoft Corporation, a Washington corporation (“Microsoft”). The Company, NMI, the Investor and Microsoft each may be referred to herein individually as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENT OF BARNES & NOBLE, INC.Registration Rights Agreement • December 4th, 2014 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
REGISTRATION RIGHTS AGREEMENT dated as of December 3, 2014 (this “Agreement”) among Barnes & Noble, Inc., a Delaware corporation (the “Company”) and the Shareholders party hereto as listed on the signature pages, including any Permitted Transferees (collectively, the “Shareholders” and individually, a “Shareholder”). Capitalized terms used herein have their respective meanings as set forth in Section 1.01.
Commercial Agreement Amendment and Termination Agreement and Patent Agreement AmendmentConfidential Treatment • December 4th, 2014 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores
This Commercial Agreement Termination Agreement and Patent Agreement Amendment (this “Agreement”) is made and entered into among Microsoft Corporation, a Washington corporation (“Microsoft”), Barnes and Noble, Inc., a Delaware corporation (“B&N”), NOOK Media LLC, a Delaware limited liability company (“NewCo”), barnesandnoble.com llc, a Delaware limited liability company, and Microsoft Licensing GP (“MLGP”), a Nevada general partnership, effective as of December 3, 2014 (the “Termination Effective Date”).
