Barnesandnoble Com Inc Sample Contracts

Barnesandnoble Com Inc – AGREEMENT AND PLAN OF MERGER by and among BARNES & NOBLE, INC., B&N.COM HOLDING CORP., B&N.COM ACQUISITION CORP., and BARNESANDNOBLE.COM INC. Dated as of January 8, 2004 (January 9th, 2004)

THIS AGREEMENT AND PLAN OF MERGER, dated as of January 8, 2004 (this “Agreement”), by and among Barnes & Noble, Inc., a Delaware corporation (“Barnes & Noble”), B&N.com Holding Corp., a Delaware corporation and a wholly owned subsidiary of Barnes & Noble (“B&N Holding Corp.”), B&N.com Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of B&N Holding Corp. (“B&N Acquisition Corp.”), and barnesandnoble.com inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 7.1.

Barnesandnoble Com Inc – BARNESANDNOBLE.COM LLC New York, New York 10011 (March 27th, 2003)

This letter agreement is intended to set forth our mutual understanding regarding your continued employment as Chief Executive Officer of barnesandnoble.com llc and barnesandnoble.com inc. (collectively, the “Company”). Accordingly, we are pleased to agree as follows:

Barnesandnoble Com Inc – AGREEMENT AND PLAN OF MERGER (September 26th, 2000)

AGREEMENT AND PLAN OF MERGER between BARNESANDNOBLE.COM INC. and FATBRAIN.COM, INC. Dated as of September 13, 2000 TABLE OF CONTENTS ARTICLE I. THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . .2 1.1 The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . .2 1.2 Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2 1.3 Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . .2 1.4 Effect of the Merger . . . . . . . . . . . . . . . . . . . . . . .2 1.5 Certificate of Incorporation; Bylaws; Directors and Officers of Surviving Corporation. . . . . . . . . . . . . . . . . . . . . . .2 ARTICLE II. EFFECT OF THE MERGER . . . . . . . . . . . . . . . . . . . . . .3 2.1 Effect on Cap

Barnesandnoble Com Inc – STOCKHOLDER AGREEMENT (September 26th, 2000)

STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT (this "Agreement"), dated as of September 13, 2000, by and between BARNESANDNOBLE.COM INC., a Delaware corporation ("Acquirer"), and the holders (the "Stockholders") of the shares of common stock, par value $.001 per share (the "Company Common Stock"), of FATBRAIN.COM, INC., a Delaware corporation (the "Company"), set forth on the signature pages hereof. Capitalized terms used and not otherwise defined herein and which are defined in the Merger Agreement (as defined below) shall have the respective meanings ascribed to such terms in the Merger Agreement. W I T N E S S E T H: WHEREAS, concurrently with the execution and delivery of this Agreement, Acquirer and the Company are entering into an Agreement and Plan of Merger (as the same may be amended from time to time, the "Merger Agreement"), pursuant to which and subject to the satisfaction or waiver of certain conditions

Barnesandnoble Com Inc – AGREEMENT OF LEASE (March 31st, 2000)

================================================================================ --------------- AGREEMENT OF LEASE --------------- 111 CHELSEA LLC LANDLORD AND BARNESANDNOBLE.COM LLC TENANT --------------- PREMISES: Portions of the Ninth Floor 111 Eighth Avenue (a/k/a 76 Ninth Avenue) New York, New York 10011 DATED: as of October 1, 1999 ================================================================================

Barnesandnoble Com Inc – LIMITED LIABILITY COMPANY AGREEMENT (March 31st, 2000)

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BARNESANDNOBLE.COM LLC THIS AMENDMENT NO. 1 (this "Amendment") amends the Second Amended and Restated Limited Liability Company Agreement (the "Restated Agreement") of barnesandnoble.com llc, a Delaware limited liability company (the "Company"), made and entered into, effective as of May 28, 1999, by and among Barnes & Noble, Inc., a corporation organized and existing under the laws of Delaware, with its principal place of business at 122 Fifth Avenue, New York, New York 10011 ("BN"), B&N.com Holding Corp., a corporation organized and existing under the laws of Delaware, with its principal place of business at 122 Fifth Avenue, New York, New York 10011 ("BN Holding"), barnesandnoble.com inc., a corporation organized and existing under the laws of Delaware, with its principal place of business at 76

Barnesandnoble Com Inc – LEASE AGREEMENT (March 31st, 2000)

LEASE AGREEMENT THIS LEASE AGREEMENT is made this 8th day of September, 1999 (the "Commencement Date") between ProLogis Development Services Incorporated, a Delaware corporation, having its principal office at 14100 East 35th Place, Aurora, Colorado 80011 ("Landlord"), and the Tenant named below ("Tenant"). Tenant: barnesandnoble.com llc Tenant's representative, William F. Duffy, Vice President of Operations address, and phone no.: 76 Ninth Avenue, 11th Floor New York, NY 10011 (212) 414-6006 Premises: The Land and the Building, together with (x) any and all other improvements and structures (now or hereafter erected) on the Land, and (y) all of Landlord's right, title and

Barnesandnoble Com Inc – AND AMENDMENT TO LEASE (March 31st, 2000)

ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT -------------------------------------------- AND AMENDMENT TO LEASE ---------------------- ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT AND AMENDMENT TO LEASE (this "Agreement") dated as of October 1, 1999 by and among BARNES & NOBLE, INC., a Delaware corporation, having an office at 122 Fifth Avenue, New York, New York 10011 ("Assignor"), BARNESANDNOBLE.COM LLC, a Delaware limited liability company, having an office at 111 Eighth Avenue, New York, New York 10011 ("Assignee") and 111 CHELSEA LLC, a Delaware limited liability company ("Landlord"). RECITALS -------- A. Assignor is the holder of the tenant's interest in that certain Agreement of Lease (the "Original Lease"), dated as of June 30, 1997, between Landlord's predecessor-in-interest, P.A.

Barnesandnoble Com Inc – AMENDED AND RESTATED INDUSTRIAL LEASE AGREEMENT (March 31st, 2000)

AMENDED AND RESTATED INDUSTRIAL LEASE AGREEMENT BETWEEN INDUSTRIAL DEVELOPMENTS INTERNATIONAL (TENNESSEE), L.P. AS LANDLORD AND BARNESANDNOBLE.COM LLC AS TENANT LEASE INDEX ----------- Section Subject ------- ------- 1 Basic Lease Provisions 2 Demised Premises 3 Term 4 Base Rent 5 Security Deposit 6 Operating Expenses and Additional Rent 7 Use of Demised Premises

Barnesandnoble Com Inc – DEFERRED COMPENSATION PLAN (May 24th, 1999)

BARNESANDNOBLE.COM LLC DEFERRED COMPENSATION PLAN Effective as of November 1, 1998 Prior to November 1, 1998, Barnes & Noble, Inc. ("B&N") maintained the Barnes & Noble, Inc. Deferred Compensation Plan (the "Prior Plan") for the eligible employees of B&N and its subsidiaries. Effective as of October 31, 1998, B&N and Bertelsmann, A.G. entered into an agreement to form a joint venture, barnesandnoble.com LLC (the "Agreement"). Pursuant to terms of the Agreement, all employees of Barnes & Noble. Com, Inc. were transferred to the employ of barnesandnoble.com LLC (the "Company"). Under the terms of the Agreement, the Company agreed to establish a new nonqualified deferred compensation plan to cover eligible employees of the Company or any of its subsidiaries. The Company also agreed under the Agreement to accept a transfer of the account balances maintained under the Prior Plan on behalf of the

Barnesandnoble Com Inc – RETIREMENT PLAN (May 24th, 1999)

BARNESANDNOBLE.COM LLC RETIREMENT PLAN Effective as of November 1, 1998 BARNESANDNOBLE.COM LLC RETIREMENT PLAN INTRODUCTION The barnesandnoble.com LLC Retirement Plan (the "Plan") was established effective November 1, 1998 to cover employees of barnesandnoble.com LLC. This Plan was adopted by barnesandnoble.com LLC as an amendment and continuation of the Barnes & Noble, Inc. Employees' Retirement Plan and shall provide past service benefits for certain employees for whom liabilities and assets were transferred to this Plan from the Barnes and Noble, Inc. Employees' Retirement Plan. Participation in the Plan is available, as set forth herein, to eligible employees of barnesandnoble.com LLC and of such affiliates of barnesandnoble.com LLC as may become participating employers under the Plan.

Barnesandnoble Com Inc – INTERACTIVE SERVICES AGREEMENT (May 24th, 1999)

CONFIDENTIAL TREATMENT REQUESTED By barnesandnoble.com inc. INTERACTIVE SERVICES AGREEMENT This Interactive Services Agreement (this "Agreement") dated as of July 31, 1997, is by and between Lycos, Inc., a Delaware corporation ("Lycos"), having an office at 500 Old Connecticut Path, Framingham, Massachusetts 01701-4576 and BarnesandNoble.com, Inc. a Delaware corporation ("B&N"), having an office at 122 Fifth Avenue, New York, New York 10011. RECITALS WHEREAS, B&N is a retailer of books and offers books and other items for sale through its Web service which is accessible through the URL www.barnesandnoble.com (the "B&N Site"); WHEREAS, Lycos is the owner or licensee of certain Web services, including, without limitation, the Lycos Catalog of the Internet, Pictures and Sounds, Top 5% Reviews and other search and content areas (collectively, the "Lycos Services"), which are accessible

Barnesandnoble Com Inc – INTERACTIVE MARKETING AGREEMENT (May 24th, 1999)

CONFIDENTIAL TREATMENT REQUESTED BY barnesandnoble.com inc. INTERACTIVE MARKETING AGREEMENT This Interactive Marketing Agreement (the "Agreement"), dated as of November 1, 1997 (the "Effective Date"), is between America Online, Inc. ("AOL"), a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166, and BarnesandNoble.com Inc. ("B&N"), a Delaware corporation, with offices at 122 Fifth Avenue, New York, New York 10011. AOL and B&N may be referred to individually as a "Party" and collectively as "Parties." INTRODUCTION AOL and B&N each desires to enter into an interactive marketing relationship whereby AOL will promote and distribute an interactive site referred to (and further defined) herein as the Affiliated B&N Site. This relationship is further described below and is subject to the terms and conditions set forth in this Agreement. Defined terms used but not

Barnesandnoble Com Inc – 1999 INCENTIVE PLAN (May 24th, 1999)

barnesandnoble.com inc. 1999 INCENTIVE PLAN barnesandnoble.com inc., a corporation formed under the laws of the State of Delaware (the "Company"), hereby establishes and adopts the following 1999 Incentive Plan (the "Plan"). RECITALS WHEREAS, the Company desires to encourage high levels of performance by those individuals who are key to the success of the Company, to attract new individuals who are highly motivated and who will contribute to the success of the Company and to encourage such individuals to remain as directors, officers, employees, consultants and/or advisors of the Company and its subsidiaries and affiliates by increasing their proprietary interest in the Company's growth and success. WHEREAS, to attain these ends, the Company has formulated the Plan embodied herein to authorize the granting of incentive awards throu

Barnesandnoble Com Inc – TRADEMARK LICENSE AGREEMENT (May 6th, 1999)

AMENDMENT NO. 1 TO TRADEMARK LICENSE AGREEMENT Amendment No. 1 , dated as of ____________, 1999, between BOL.Global, Inc., a Delaware corporation having an office located at 1540 Broadway, New York, New York 10036 ("Licensor"), and barnesandnoble.com llc, a Delaware limited liability company having an office located at 76 Ninth Avenue, 11th Floor, New York, New York 10011 ("Licensee"), amending that certain Trademark License Agreement dated as of October 31, 1998, by and between Licensor and Licensee (the "Original Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Agreement. WHEREAS, Licensor and Licensee, having previously entered into the Original Agreement, wish to amend the Original Agreement as set forth herein. NOW, THEREFORE, in consideration of the mutua

Barnesandnoble Com Inc – SUPPLY AGREEMENT (May 6th, 1999)

AMENDMENT NO. 1 TO SUPPLY AGREEMENT Amendment No. 1 , dated as of _____________, 1999, between Barnes & Noble, Inc., a Delaware corporation having an office located at 122 Fifth Avenue, New York, New York 10011 ("B&N"), and barnesandnoble.com llc, a Delaware limited liability company having an office located at 76 Ninth Avenue, 11th Floor, New York, New York 10011 (the "LLC"), amending that certain Supply Agreement dated as of October 31, 1998, by and between B&N and the LLC (the "Original Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Agreement. WHEREAS, B&N and the LLC, having previously entered into the Original Agreement, wish to amend the Original Agreement as set forth herein. NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained and for other g

Barnesandnoble Com Inc – EMPLOYMENT AGREEMENT (May 6th, 1999)

EMPLOYMENT AGREEMENT (CHIEF EXECUTIVE OFFICER) Agreement made as of this 1st day of November, 1998, by and among Jonathan B. Bulkeley, of London, England ("Employee") and barnesandnoble.com llc (referred to herein, together with any successors, as the "Company"), a joint venture between and among Barnes & Noble, Inc. ("Barnes & Noble") and Bertelsmann AG ("Bertelsmann"). PREAMBLE The Board of Managers of the Company recognizes Employee's potential contribution to the growth and success of the Company and desires to assure the Company of Employee's employment in an executive capacity as Chief Executive and to compensate him therefor. Employee wants to be employed by the Company and to commit himself to serve the Company on the terms herein provided. NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the parties, the partie

Barnesandnoble Com Inc – CERTIFICATE OF INCORPORATION (May 6th, 1999)

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF barnesandnoble.com inc. barnesandnoble.com inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of this corporation is barnesandnoble.com inc. The original Certificate of Incorporation was filed on March 10, 1999. 2. This Amended and Restated Certificate of Incorporation restates and amends the original Certificate of Incorporation to read in its entirety as follows: "FIRST: The name of the corporation is barnesandnoble.com inc. (the "Corporation"). SECOND: The registered office of the Corporation is to be located at Loockerman Square, Suite L-100, City of Dover, County of Kent, State of Delaware. The name of its registered agent at such address is The Prentice-Hall Corporation System, Inc. TH

Barnesandnoble Com Inc – SERVICES AGREEMENT (May 6th, 1999)

AMENDMENT NO. 1 TO AMENDED AND RESTATED SERVICES AGREEMENT Amendment No. 1, dated as of ___________, 1999, between Marboro Books Corp., a New York corporation having an office located at One Pond Road, Rockleigh, New Jersey 07647 ("Marboro"), and barnesandnoble.com llc, a Delaware limited liability company having an office located at 76 Ninth Avenue, 11th Floor, New York, New York 10011 (the "LLC"), amending that certain Amended and Restated Services Agreement dated as of October 31, 1998, by and among Marboro, the LLC and barnesandnoble.com inc. (formerly known as Barnes & Noble Online, Inc.) ("Online") (the "Original Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Agreement. WHEREAS, Marboro, the LLC and Online have entered into the Original Ag

Barnesandnoble Com Inc – LICENSE AGREEMENT (May 6th, 1999)

AMENDMENT NO. 1 TO TECHNOLOGY SHARING AND LICENSE AGREEMENT Amendment No. 1 , dated as of __________, 1999, between BOL.Global, Inc., a Delaware corporation having an office located at 1540 Broadway, New York, New York 10036 ("Licensee"), and barnesandnoble.com llc, a Delaware limited liability company having an office located at 76 Ninth Avenue, 11th Floor, New York, New York 10011 ("Licensor"), amending that certain Technology Sharing and License Agreement dated as of October 31, 1998, by and between Licensor and the Licensee (the "Original Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Agreement. WHEREAS, Licensor and Licensee, having previously entered into the Original Agreement, wish to amend the Original Agreement as set forth herein. NOW, THEREFORE

Barnesandnoble Com Inc – TRADEMARK LICENSE AGREEMENT (May 6th, 1999)

AMENDMENT NO. 1 TO AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT Amendment No. 1 , dated as of __________, 1999, between Barnes & Noble College Bookstores, Inc., a New York corporation having an office located at 33 East 17th Street, New York, New York 10003 ("Licensor"), and barnesandnoble.com llc, a Delaware limited liability company having an office located at 76 Ninth Avenue, 11th Floor, New York, New York 10011 ("Licensee"), amending that certain Amended and Restated Trademark License Agreement dated as of October 31, 1998, by and among Licensor, Licensee and barnesandnoble.com inc. (formerly known as Barnes & Noble Online, Inc.) ("Online") (the "Original Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Agreement. WHEREAS, Licensor, Licensee and Online have en

Barnesandnoble Com Inc – Underwriting Agreement (May 6th, 1999)

barnesandnoble.com inc. Class A Common Stock (par value $.001 per share) Underwriting Agreement ---------------------- May __, 1999 Goldman, Sachs & Co. Merrill Lynch & Co. Salomon Smith Barney Inc. Wit Capital Corporation As representatives (the "Representatives") of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004. Ladies and Gentlemen: barnesandnoble.com Inc., a Delaware corporation (the "Company") proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of ........ shares (the "Firm Shares") and, at the election of the Underwriters, up to ........ additional shares (the "Optional

Barnesandnoble Com Inc – SERVICES AGREEMENT (May 6th, 1999)

AMENDMENT NO. 1 TO AMENDED AND RESTATED SERVICES AGREEMENT Amendment No. 1, dated as of _____________, 1999, between Barnes & Noble, Inc., a Delaware corporation having an office located at 122 Fifth Avenue, New York, New York 10011 ("B&N"), and barnesandnoble.com llc, a Delaware limited liability company having an office located at 76 Ninth Avenue, 11th Floor, New York, New York 10011 (the "LLC"), amending that certain Amended and Restated Services Agreement dated as of October 31, 1998, by and among B&N, the LLC and barnesandnoble.com inc. (formerly known as Barnes & Noble Online, Inc.) ("Online") (the "Original Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Agreement. WHEREAS, B&N, the LLC and Online have entered into the Original Agreement; WHEREAS, t

Barnesandnoble Com Inc – LICENSE AGREEMENT (May 6th, 1999)

AMENDMENT NO. 1 TO TECHNOLOGY SHARING AND LICENSE AGREEMENT Amendment No. 1 , dated as of __________, 1999, between BOL.Global, Inc., a Delaware corporation having an office located at 1540 Broadway, New York, New York 10036 ("Licensor"), and barnesandnoble.com llc, a Delaware limited liability company having an office located at 76 Ninth Avenue, 11th Floor, New York, New York 10011 ("Licensee"), amending that certain Technology Sharing and License Agreement dated as of October 31, 1998, by and between Licensor and the Licensee (the "Original Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Agreement. WHEREAS, Licensor and Licensee, having previously entered into the Original Agreement, wish to amend the Original Agreement as set forth herein. NOW, THEREFORE

Barnesandnoble Com Inc – DATABASE AND SOFTWARE LICENSE AGREEMENT (May 6th, 1999)

AMENDMENT NO. 1 TO AMENDED AND RESTATED DATABASE AND SOFTWARE LICENSE AGREEMENT Amendment No. 1 , dated as of _______________, 1999, between Barnes & Noble, Inc., a Delaware corporation having an office located at 122 Fifth Avenue, New York, New York 10011 ("Licensor"), and barnesandnoble.com llc, a Delaware limited liability company having an office located at 76 Ninth Avenue, 11th Floor, New York, New York 10011 ("Licensee"), amending that certain Amended and Restated Database and Software License Agreement dated as of October 31, 1998, by and among the Licensor, Licensee and barnesandnoble.com inc. (formerly known as Barnes & Noble Online, Inc.) ("Online") (the "Original Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Agreement. WHEREAS, Licensor, Licensee and Online h

Barnesandnoble Com Inc – STOCKHOLDERS AGREEMENT (May 6th, 1999)

----------------------------------- STOCKHOLDERS AGREEMENT OF barnesandnoble.com inc. As of _____________, 1999 ------------------------------------ STOCKHOLDERS AGREEMENT OF barnesandnoble.com inc. THIS STOCKHOLDERS AGREEMENT, dated as of _________, 1999, by and among Barnes & Noble, Inc., a corporation organized and existing under the laws of Delaware, with its principal place of business at 122 Fifth Avenue, New York, New York 10011 ("BN"), B&N.com Holding Corp., a corporation organized and existing under the laws of Delaware, with its principal place of business at 122 Fifth Avenue, New York, New York 10011 ("BN Holding"), barnesandnoble.com inc., a corporation organized and existing under the la

Barnesandnoble Com Inc – LIMITED LIABILITY COMPANY AGREEMENT (May 6th, 1999)

Exhibit 10.6 ----------------------------------- SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF barnesandnoble.com llc Effective as of ____________, 1999 ------------------------------------ SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF barnesandnoble.com llc THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") of barnesandnoble.com llc, a Delaware limited liability company (the "Company"), is made and entered into, effective as of _____________, 1999, by and among Barnes & Noble, Inc., a corporation organized and existing

Barnesandnoble Com Inc – DATABASE AND SOFTWARE LICENSE AGREEMENT (March 18th, 1999)

AMENDED AND RESTATED DATABASE AND SOFTWARE LICENSE AGREEMENT AGREEMENT, dated as of October 31, 1998 among Barnes & Noble, Inc. ("Licensor"), a Delaware corporation having an office located at 122 Fifth Avenue, New York, New York 10011, barnesandnoble.com llc, a Delaware limited liability company having an office located at 76 Ninth Avenue, 11th Floor, New York, New York 10011 ("Licensee"), and barnesandnoble.com inc. (formerly known as Barnes and Noble Online, Inc.) ("Online"), amending and restating that certain Database and Software License Agreement dated as of January 15, 1997 between B&N and Online ("Prior Agreement"). WHEREAS, Licensor and Online have entered into the Prior Agreement; WHEREAS, Online is transferring substantially all of its assets and business to Licensee for a 100% membership interest in Licensee and will thereafter assign its interest in Licensee to an entity that will b

Barnesandnoble Com Inc – TECHNOLOGY SHARING AND LICENSE AGREEMENT (March 18th, 1999)

TECHNOLOGY SHARING AND LICENSE AGREEMENT This Technology Sharing and License Agreement (hereinafter the "Agreement") entered into effective as of the 31st day of October, 1998, by and between BOL.GLOBAL, INC., a Delaware corporation, having its principal offices at 1540 Broadway, New York, New York 10036 ("Licensor"), and barnesandnoble.com llc, a Delaware limited liability company, having its principal offices at 76 Ninth Avenue, 11th Floor, New York, New York 10011 (hereinafter referred to as "Licensee" and, together with Licensor, the "Parties"). This Agreement is delivered pursuant to the terms of the Formation Agreement, of even date herewith, among BAG, USO, BN, Transferor, BN.Com Member and BN.com Holding. I. CERTAIN DEFINITIONS "Applications Programming Interface"or "API" means the specifications of a Licensed Product which define the external programming requirements necessary to interface between that Licens

Barnesandnoble Com Inc – FORMATION AGREEMENT (March 18th, 1999)

FORMATION AGREEMENT AMONG BERTELSMANN AG, BOL.US ONLINE, INC., BARNES & NOBLE, INC., barnesandnoble.com inc., B&N.com Holding Corp. and B&N.com Member Corp Effective As of 11:59 PM, October 31, 1998 FORMATION AGREEMENT This FORMATION AGREEMENT is dated as of November 12, 1998 (the "Closing Date"), but effective as of 11:59 PM on October 31, 1998 (the "Effective Date"), by and among Bertelsmann AG, an Aktiengesellschaft organized and existing under the laws of Germany, with offices located at Carl-Bertelsmann-Strasse 270, 33311 Gutersloh, Germany ("BAG"), BOL.US Online, Inc., a Delaware corporation, with offices located at 1540 Broadway, New York, New York 10036 ("USO"), Barnes & Noble, Inc., a Delaware corporation, with offices located at 122 Fifth

Barnesandnoble Com Inc – LIMITED LIABILITY COMPANY AGREEMENT (March 18th, 1999)

----------------------------------- SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF barnesandnoble.com llc Effective as of ____________,1999 ------------------------------------ SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF barnesandnoble.com llc THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") of barnesandnoble.com llc, a Delaware limited liability company (the "Company"), is made and entered into, effective as of _____________, 1999, by and among Barnes & Noble, Inc., a corporation organized and existing under the laws of Delaware, with its principal place of business at 122 Fi

Barnesandnoble Com Inc – DEFERRED COMPENSATION PLAN (March 18th, 1999)

BARNESANDNOBLE.COM LLC DEFERRED COMPENSATION PLAN Effective as of November 1, 1998 Prior to November 1, 1998, Barnes & Noble, Inc. ("B&N") maintained the Barnes & Noble, Inc. Deferred Compensation Plan (the "Prior Plan") for the eligible employees of B&N and its subsidiaries. Effective as of October 31, 1998, B&N and Bertelsmann, A.G. entered into an agreement to form a joint venture, barnesandnoble.com LLC (the "Agreement"). Pursuant to terms of the Agreement, all employees of Barnes & Noble. Com, Inc. were transferred to the employ of barnesandnoble.com LLC (the "Company"). Under the terms of the Agreement, the Company agreed to establish a new nonqualified deferred compensation plan to cover eligible employees of the Company or any of its subsidiaries. The Company also agreed under the Agreement to accept a transfer of the account balances maintained under the Prior Plan on behalf of the empl

Barnesandnoble Com Inc – RETIREMENT PLAN (March 18th, 1999)

BARNESANDNOBLE.COM LLC RETIREMENT PLAN Effective as of November 1, 1998 BARNESANDNOBLE.COM LLC RETIREMENT PLAN INTRODUCTION The barnesandnoble.com LLC Retirement Plan (the "Plan") was established effective November 1, 1998 to cover employees of barnesandnoble.com LLC. This Plan was adopted by barnesandnoble.com LLC as an amendment and continuation of the Barnes & Noble, Inc. Employees' Retirement Plan and shall provide past service benefits for certain employees for whom liabilities and assets were transferred to this Plan from the Barnes and Noble, Inc. Employees' Retirement Plan. Participation in the Plan is available, as set forth herein, to eligible employees of barnesandnoble.com LLC and of such affiliates of barnesandnoble.com LLC as may become participating employers under the Plan.

Barnesandnoble Com Inc – INDENTURE OF LEASE (March 18th, 1999)

INDENTURE OF LEASE THIS INDENTURE OF LEASE ("Lease") made as of the 7th day of June, 1994, by and between SDI TECHNOLOGIES, INC., a Delaware corporation, (successor in interest to Soundesign Corporation), having an office at 1299 Main Street, Rahway, New Jersey 07065 ("Landlord"), and B. DALTON BOOKSELLER, INC., a Minnesota corporation, having an office at 122 Fifth Avenue, New York, New York 10011 ("Tenant"). FUNDAMENTAL LEASE PROVISIONS Building: 308 Herrod Boulevard South Brunswick, New Jersey Landlord: SDI Technologies, Inc. 1299 Main Street Rahway, New Jersey 07065 Tenant: B. Dalton Bookseller, Inc. 122 Fifth Avenue New Yo

Barnesandnoble Com Inc – MODIFIED FORM OF LOFT LEASE (March 18th, 1999)

MODIFIED FORM OF LOFT LEASE The Real Estate Board of New York, Inc. AGREEMENT OF LEASE, made as of this 30th day of June, 1997, between P.A. BUILDING COMPANY, a New York Partnership, having an office c/o Sylvan Lawrence Company, Inc., 100 William Street, New York, New York 10038 party of the first part, hereinafter referred to as LANDLORD, and BARNES & NOBLE, INC., having an office at 122 Fifth Avenue, New York, New York 10011 party of the second part hereinafter referred to as TENANT WITNESSETH: Landlord hereby leases to Tenant and Tenant hereby hires from Landlord Rooms 1119-1136 (Substantially as indicated on the plan attached hereto as Exhibit A) in the building known as 111 Eighth Ave. (a/k/a 76 9th Ave.) (sometimes hereinafter called the "Building") in the Borough of Manhattan, City of New York, for the term of approximately 10 years, four months commencing on the "Commencement Date" and ending on the "Expiration Date" (as said