TAX MATTERS AGREEMENT By and Between BARNES & NOBLE, INC. and BARNES & NOBLE EDUCATION, INC. Dated as of [•]Tax Matters Agreement • June 4th, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New York
Contract Type FiledJune 4th, 2015 Company Industry JurisdictionTAX MATTERS AGREEMENT (this “Agreement”), dated as of [•], 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”).