YUCAIPA AMERICAN ALLIANCE FUND II, L.P. YUCAIPA AMERICAN ALLIANCE (PARALLEL) FUND II, L.P. Los Angeles, CA 90069 August , 2010Nomination Agreement • August 23rd, 2010 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • Delaware
This letter agreement (this “Agreement”) is with reference to your agreement to be nominated by Yucaipa American Alliance Fund II, L.P., a Delaware limited partnership and Yucaipa American Alliance (Parallel) Fund II, L.P., a Delaware limited partnership (collectively, “Yucaipa”) for election to the Board of Directors (the “Board”) of Barnes & Noble, Inc., a Delaware corporation (the “Company”) at the 2010 Annual Meeting of Stockholders of the Company (together with any adjournments, postponements or stockholder meetings held in lieu thereof, the “2010 Annual Meeting”). Yucaipa currently intends to nominate you and two other persons (each, a “Yucaipa Nominee”) as the Yucaipa Nominees for election to the Board at the 2010 Annual Meeting, and currently plans to solicit proxies (the “Proxy Solicitation”) from the Company’s stockholders to elect you and each other Yucaipa Nominee to the Board. By executing this Agreement, you agree that if Yucaipa selects you as a Yucaipa Nominee you will
