STANDBY, securities PURCHASE AND DEBT CONVERSION AGREEMENTSecurities Purchase and Debt Conversion Agreement • April 16th, 2024 • Immersion Corp • Computer peripheral equipment, nec • Delaware
This STANDBY, securities PURCHASE AND DEBT CONVERSION AGREEMENT (this “Agreement”), dated as of April 16, 2024, is made by and among Barnes & Noble Education, Inc. , a Delaware corporation (the “Company”), Toro 18 Holdings LLC, a Delaware limited liability company (“Investor”), Vital Fundco, LLC (“Vital”), and TopLids LendCo, LLC (“TopLids” and, together with Vital, the “Lien Purchasers”), Outerbridge Capital Management, LLC, a Delaware limited liability company (“Outerbridge”) and Selz Family 2011 Trust (“Selz” and together with Outerbridge, the “Standby Purchasers”). Investor, Vital, TopLids and each of the Standby Purchasers is each referred to individually as a “Purchaser” and, together, as the “Purchasers”.
