AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 7th, 2019 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 6, 2019, by and among Chapters Holdco Inc., a Delaware corporation (“Parent”), Chapters Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Barnes & Noble, Inc., a Delaware corporation (the “Company”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 7th, 2019 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • Delaware
VOTING AND SUPPORT AGREEMENT, dated as of June 6, 2019 (this “Agreement”), by and among the stockholders listed on the signature page(s) hereto (collectively, the “Stockholders” and each individually, a “Stockholder”), Chapters Holdco Inc., a Delaware corporation (“Parent”), and, solely for purposes of Sections 7 and 9 through 19 hereof, Barnes & Noble, Inc., a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
May 31, 2019Barnes & Noble Inc • June 7th, 2019 • Retail-miscellaneous shopping goods stores
