LETTER AGREEMENTLetter Agreement • July 23rd, 2021 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores
This letter agreement (this “Agreement”) is made as of July 22, 2021, by and among Barnes & Noble Education, Inc. (the “Company”), on the one hand, and Outerbridge GP, LLC, Outerbridge Capital Management, LLC, Outerbridge Special Opportunities Fund, LP, Outerbridge Special Opportunities GP, LLC and Rory Wallace (collectively, “Outerbridge”), on the other hand (each of the Company and Outerbridge, a “Party” to this Agreement, and collectively, the “Parties”). Capitalized terms used in this letter agreement and not defined herein shall have the meanings given to such terms in the Cooperation Agreement (as defined below).
