Barnes & Noble Education, Inc. Contracts & Agreements

At-the-Market Sales Agreement, dated December 20, 2024, between Barnes & Noble Education, Inc. and BTIG, LLC (Filed With SEC on December 20, 2024)

At-the-Market Sales Agreement, dated September 19, 2024, between Barnes & Noble Education, Inc. and BTIG, LLC (Filed With SEC on September 20, 2024)

Amendment No. 1 to Rights Agreement, dated as of July 3, 2024, by and between Barnes & Noble Education, Inc. and Computershare Trust Company, N.A (Filed With SEC on July 3, 2024)

Description of Capital Stock (Filed With SEC on July 1, 2024)

Eleventh Amendment to Credit Agreement, dated as of March 12, 2024, among the Company, as the lead borrower, the other borrowers party thereto, the lenders party thereto and Bank... (Filed With SEC on July 1, 2024)

Form of Rights Certificate (Filed With SEC on May 9, 2024)

Form of Subscription Agent Agreement among Barnes & Noble Education, Inc., Computershare Inc. and Computershare Trust Company, N.A (Filed With SEC on April 18, 2024)

Form of Rights Certificate (Filed With SEC on April 18, 2024)

Rights Agreement dated as of April 16, 2024, by and between the Company and Computershare Trust Company, N.A., as rights agent, which includes as Exhibit A the Form of Rights... (Filed With SEC on April 16, 2024)

Standby, Securities Purchase and Debt Conversion Agreement, among the Company, Toro 18 Holdings LLC, Vital Fundco, LLC, TopLids LendCo, LLC, Outerbridge Capital Management, LLC... (Filed With SEC on April 16, 2024)

Twelfth Amendment to Credit Agreement, by and among Bank of America, N.A., the Lenders party thereto, Barnes & Noble Education, Inc., the other borrowers party thereto and the... (Filed With SEC on April 16, 2024)

Letter Agreement between Michael P. Huseby and Barnes & Noble Education, Inc., dated April 15, 2024 (Filed With SEC on April 16, 2024)

Amendment to Offer Letter Agreement, dated January 31, 2024, with Kevin Watson (Filed With SEC on February 6, 2024)

Tenth Amendment, dated as of December 12, 2023, among the Company, as the lead borrower, the other borrowers party thereto, the lenders party thereto and Bank of America, N.A., as... (Filed With SEC on December 13, 2023)

Ninth Amendment, dated as of October 10, 2023, among the Company, as the lead borrower, the other borrowers party thereto, the lenders party thereto and Bank of America, N.A., as... (Filed With SEC on December 7, 2023)

Retention Agreement Amendment, dated September 8, 2023 between Michael C. Miller and Barnes & Noble Education, Inc (Filed With SEC on September 14, 2023)

Retention Agreement Amendment, dated September 8, 2023, between Jonathan Shar and Barnes & Noble Education, Inc (Filed With SEC on September 14, 2023)

Performance Incentive Agreement, dated September 14, 2023, between Michael P. Huseby and Barnes & Noble Education, Inc (Filed With SEC on September 14, 2023)

Employment Letter, dated August 28, 2023, between Barnes & Noble Education, Inc. and Kevin Watson (Filed With SEC on September 6, 2023)

Press Release of Barnes & Noble Education. Inc., dated September 6, 2023, announcing appointment of Kevin Watson as Chief Financial Officer (Filed With SEC on September 6, 2023)

Independent Director Agreement, dated August 11, 2023 between Steven Panagos and Barnes & Noble Education, Inc (Filed With SEC on August 11, 2023)

Independent Director Agreement, dated August 11, 2023 between Raphael Wallander and Barnes & Noble Education, Inc (Filed With SEC on August 11, 2023)

Form of Retention Agreement (Filed With SEC on May 1, 2023)

Form of Retention Agreement (Filed With SEC on July 18, 2022)

Limited Waiver Agreement, dated as of June 28, 2022, among Barnes & Noble Education, Inc., as borrower, the guarantors party thereto, TopLids LendCo, LLC and Vital Fundco, LLC, as... (Filed With SEC on June 29, 2022)

Limited Waiver Agreement, dated as of June 28, 2022, among Barnes & Noble Education, Inc., as the lead borrower, the other borrowers party thereto, the lenders party thereto and... (Filed With SEC on June 29, 2022)

Employment Letter, dated February 19, 2021, between BNED Digital Holdings, LLC and David Nenke (Filed With SEC on June 29, 2022)

Cooperation Agreement, dated June 25, 2022, by and among Barnes & Noble Education, Inc. and Outerbridge Capital Management, LLC and certain of its affiliates signatory thereto (Filed With SEC on June 27, 2022)

Amendment to Employment Agreement, dated June 23, 2022, with Michael P. Huseby (Filed With SEC on June 24, 2022)

Term Loan Credit Agreement, dated as of June 7. 2022, among Barnes & Noble Education, Inc., as borrower, the guarantors party thereto, TopLids LendCo, LLC and Vital Fundco, LLC,... (Filed With SEC on June 10, 2022)

Fifth Amendment to Credit Agreement, dated as of June 7, 2022, among Barnes & Noble Education, Inc., as the lead borrower, the other borrowers party thereto, the lenders party... (Filed With SEC on June 10, 2022)

Barnes & Noble Education, Inc. Amended and Restated Equity Incentive Plan, amended and restated as of September 23, 2021 (Filed With SEC on November 30, 2021)

Amended and Restated Employment Letter, dated June 19, 2019, between B&N Education, LLC, a subsidiary of Barnes & Noble Education, Inc. and Jonathan Shar (Filed With SEC on September 2, 2021)

Amended and Restated Employment Letter, dated June 19, 2019, between MBS Textbook Exchange, LLC and Dave Henderson (Filed With SEC on September 2, 2021)

Letter Agreement, dated July 22, 2021, by and among Barnes & Noble Education, Inc. and Outerbridge Capital Management, LLC and certain of its affiliates signatory thereto (Filed With SEC on July 23, 2021)

Barnes & Noble Education, Inc. Form of Non-Qualified Stock Options Award Agreement (Filed With SEC on June 30, 2021)

Barnes & Noble Education, Inc. Form of Phantom Share Units Award Agreement (Filed With SEC on June 30, 2021)

Description of Capital Stock (Filed With SEC on June 30, 2021)

Resignation Letter, dated November 9, 2020, between Barnes & Noble Education, Inc. and Kanuj Malhotra (Filed With SEC on November 12, 2020)

Amendment to Employment Agreement, dated September 24, 2020, with Michael P. Huseby (Filed With SEC on September 29, 2020)

Cooperation Agreement, dated July 20, 2020, by and among Barnes & Noble Education, Inc. and Outerbridge Capital Management, LLC and certain of its affiliates signatory thereto (Filed With SEC on July 21, 2020)

First Amendment to Rights Agreement dated as of July 13, 2020, by and between the Company and Computershare Trust Company, N.A., as rights agent (Filed With SEC on July 14, 2020)

Description of Capital Stock (Filed With SEC on July 14, 2020)

Letter Agreement, dated April 1, 2020 between the Company and Michael P. Huseby (Filed With SEC on April 2, 2020)

Rights Agreement dated as of March 25, 2020, by and between the Company and Computershare Trust Company, N.A., as rights agent, which includes as Exhibit B the Form of Rights... (Filed With SEC on March 26, 2020)

Limited Waiver Letter, dated March 2, 2020, related to the FILO Loan EBITDA Condition contained in the Companys Credit Agreement, dated as of August 3, 2015 (as amended by that... (Filed With SEC on March 3, 2020)

Resignation Letter, dated February 7, 2020, between Barnes & Noble Education, Inc. and Barry Brover (Filed With SEC on February 11, 2020)

Amended and Restated Employment Letter, effective as of June 19, 2019, between Barnes & Noble Education, Inc. and Thomas D. Donohue (Filed With SEC on June 25, 2019)

Amended and Restated Employment Letter, effective as of June 19, 2019, between Barnes & Noble Education Inc., Barnes & Noble College Booksellers, LLC and Michael C. Miller (Filed With SEC on June 25, 2019)

Amended and Restated Employment Letter, effective as of June 19, 2019, between Barnes & Noble Education, Inc. and Kanuj Malhotra (Filed With SEC on June 25, 2019)

Amended and Restated Employment Letter, effective as of June 19, 2019, between Barnes & Noble Education, Inc. and Barry Brover (Filed With SEC on June 25, 2019)

Termination Agreement for Tax Matters Agreement, dated as of March 27, 2019, between Barnes & Noble Education, Inc. and Barnes & Noble, Inc (Filed With SEC on June 25, 2019)

Employment Letter, dated April 13, 2017, between Barnes & Noble Education Inc., Barnes & Noble College Booksellers, LLC and Michael C. Miller (Filed With SEC on March 5, 2019)

Employment Letter, dated July 22, 2015, between Barnes & Noble Education, Inc. and Kanuj Malhotra (Filed With SEC on March 5, 2019)

Retention Letter, dated February 28, 2019, between Barnes & Noble Education, Inc. and Michael C. Miller (Filed With SEC on March 5, 2019)

Employment Letter, dated January 3, 2019, between Barnes & Noble Education, Inc. and Thomas D. Donohue (Filed With SEC on March 5, 2019)

Employment Letter, dated January 3, 2019, between Barnes & Noble Education, Inc. and Barry Brover (Filed With SEC on March 5, 2019)

Retirement Letter Agreement, dated December 13, 2018, between Barnes & Noble Education, Inc. and Patrick H. Maloney (Filed With SEC on December 18, 2018)

Barnes & Noble Education, Inc. Amended and Restated Equity Incentive Plan, amended and restated as of September 25, 2018 (Filed With SEC on December 4, 2018)

Barnes & Noble Education, Inc. Form of Performance-Based Stock Unit Award Agreement (Filed With SEC on December 4, 2018)

Barnes & Noble Education, Inc. Form of Restricted Stock Unit Award Agreement (Filed With SEC on December 4, 2018)

Barnes & Noble Education, Inc. Form of Restricted Stock Award Agreement (Filed With SEC on December 4, 2018)

BARNES & NOBLE EDUCATION, INC. 120 Mountainview Boulevard Basking Ridge, New Jersey 07920 (Filed With SEC on July 20, 2017)

PURCHASE AGREEMENT by and among BARNES & NOBLE EDUCATION, INC., as the Buyer, ELLAR LLC, as HoldCo, and LEONARD RIGGIO AND THE OTHER UNITHOLDERS LISTED ON THE SIGNATURE PAGES... (Filed With SEC on February 28, 2017)

PERFORMANCE SHARE AWARD AGREEMENT Issued Pursuant to the Barnes & Noble Education, Inc. Equity Incentive Plan (Filed With SEC on September 8, 2016)

SEPARATION AND DISTRIBUTIONAGREEMENT by and between BARNES & NOBLE, INC. and BARNES & NOBLEEDUCATION, INC. Dated as of July 14, 2015 (Filed With SEC on September 10, 2015)

TRANSITION SERVICES AGREEMENT between BARNES & NOBLE, INC. and BARNES & NOBLE EDUCATION, INC. Dated as of August 2, 2015 TABLE OF CONTENTS (Filed With SEC on August 3, 2015)

TAX MATTERS AGREEMENT By and Between BARNES & NOBLE, INC. and BARNES & NOBLE EDUCATION, INC. Dated as of August 2, 2015 TABLE OF CONTENTS (Filed With SEC on August 3, 2015)

EMPLOYEE MATTERS AGREEMENT By and Between BARNES & NOBLE, INC. and BARNES & NOBLE EDUCATION, INC. Dated as of August 2, 2015 TABLE OF CONTENTS (Filed With SEC on August 3, 2015)

TRADEMARK LICENSE AGREEMENT (Filed With SEC on August 3, 2015)

SEPARATION AND DISTRIBUTION AGREEMENT by and between BARNES &NOBLE, INC. and BARNES & NOBLE EDUCATION, INC. Dated as of [], 2015 TABLE OF CONTENTS (Filed With SEC on July 13, 2015)

[EDUCATION LETTERHEAD] (Filed With SEC on July 13, 2015)

RETENTION BONUS AGREEMENT February 7, 2014 (Filed With SEC on July 13, 2015)

TRANSITION SERVICES AGREEMENT between BARNES & NOBLE,INC. and BARNES &NOBLE EDUCATION, INC. Dated as of [], 2015 TABLE OF CONTENTS (Filed With SEC on June 29, 2015)

SEPARATION AND DISTRIBUTION AGREEMENT by and between BARNES &NOBLE, INC. and BARNES & NOBLE EDUCATION, INC. Dated as of [], 2015 TABLE OF CONTENTS (Filed With SEC on June 29, 2015)

TRADEMARK LICENSE AGREEMENT (Filed With SEC on June 29, 2015)

[EDUCATION LETTERHEAD] (Filed With SEC on June 29, 2015)

RESTRICTED STOCK AWARD AGREEMENT Issued Pursuant to the Barnes & Noble Education, Inc. Equity Incentive Plan (Filed With SEC on June 29, 2015)

RESTRICTED STOCK UNIT AWARD AGREEMENT Issued Pursuant to the Barnes & Noble Education, Inc. Equity Incentive Plan (Filed With SEC on June 29, 2015)

PERFORMANCE-BASED STOCK UNIT AWARD AGREEMENT Issued Pursuant to the Barnes & Noble Education, Inc. Equity Incentive Plan (Filed With SEC on June 29, 2015)

PERFORMANCE UNIT AWARD AGREEMENT (CASH) Issued Pursuant to the Barnes & Noble Education, Inc. Equity Incentive Plan (Filed With SEC on June 29, 2015)

BARNES & NOBLE EDUCATION, INC. EQUITY INCENTIVE PLAN (Filed With SEC on June 29, 2015)

EMPLOYEE MATTERS AGREEMENT Byand Between BARNES & NOBLE, INC. and BARNES & NOBLEEDUCATION, INC. Dated as of [] TABLE OF CONTENTS (Filed With SEC on June 29, 2015)

TAX MATTERS AGREEMENT By andBetween BARNES & NOBLE, INC. and BARNES & NOBLEEDUCATION, INC. Dated as of [] TABLE OF CONTENTS (Filed With SEC on June 4, 2015)

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Barnes & Noble Education, Inc. Contracts & Agreements