0001193125-10-241254 Sample Contracts

Contract
Rights Agreement • October 29th, 2010 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York

THIRD AMENDMENT (this “Amendment”) dated as of October 29, 2010, to the RIGHTS AGREEMENT dated as of November 17, 2009 and amended on February 17, 2010 and June 23, 2010 (the “Rights Agreement”), between BARNES & NOBLE, INC., a Delaware corporation (the “Company”), and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).

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