AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among CHAPTERS HOLDCO INC., CHAPTERS MERGER SUB INC. and BARNES & NOBLE, INC. Dated as of June 24, 2019Agreement and Plan of Merger • June 24th, 2019 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 24, 2019 (the “Execution Date”), 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”), and amends and restates in its entirety that certain Agreement and Plan of Merger (the “Original Agreement”), dated as of June 6, 2019 (the “Original Execution Date”), among Parent, Merger Sub and the Company.
AMENDED AND RESTATED VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 24th, 2019 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • Delaware
AMENDED AND RESTATED VOTING AND SUPPORT AGREEMENT, dated as of June 24, 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 8 and 10 through 20 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 Amended and Restated Merger Agreement (as defined below).
