Investment Agreement – Sale of Preferred Stock – Barnes & Noble Inc. and Liberty GIC Inc.

INVESTMENT AGREEMENT

dated as of August 18, 2011,

between

BARNES & NOBLE, INC.

and

LIBERTY GIC, INC.

Table of Contents

Page

ARTICLE I Purchase and Sale; Closing		1

SECTION 1.01.	Purchase and Sale of the Preferred Shares	1
SECTION 1.02.	Closing	1

ARTICLE II Representations and Warranties		1

SECTION 2.01.	Representations and Warranties of the Company	1
SECTION 2.02.	Representations and Warranties of the Investor	7

ARTICLE III Covenants		8

SECTION 3.01.	Further Assurances	8
SECTION 3.02.	Expenses	10
SECTION 3.03.	Confidentiality	10

ARTICLE IV Additional Agreements		10

SECTION 4.01.	Consent Rights	10
SECTION 4.02.	Restrictions on Transfer	13
SECTION 4.03.	Pre-emptive Rights	14
SECTION 4.04.	Initial Election of Directors	15
SECTION 4.05.	Observer Rights	16
SECTION 4.06.	Survival of Rights and Obligations upon a Spin-Off	16
SECTION 4.07.	NDA	17

ARTICLE V Registration Rights		17

SECTION 5.01.	Demand Offering	17
SECTION 5.02.	Piggyback Registration	20
SECTION 5.03.	Expenses of Registration	20
SECTION 5.04.	Procedures for Registration	20
SECTION 5.05.	Suspension of Sales	23
SECTION 5.06.	Free Writing Prospectuses	24
SECTION 5.07.	Indemnification	24
SECTION 5.08.	Lock-up Agreement; Agreement to Furnish Information	28
SECTION 5.09.	Rule 144 Reporting	29
SECTION 5.10.	Registration in connection with Hedging Transactions	29
SECTION 5.11.	Transfer of Registration Rights	30
SECTION 5.12.	Termination of Registration Rights	30

ARTICLE VI Miscellaneous		30

SECTION 6.01.	Survival	30
SECTION 6.02.	Amendments, Waivers, etc.	30
SECTION 6.03.	Counterparts and Facsimile	31
SECTION 6.04.	Specific Enforcement; Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	31
SECTION 6.05.	Remedies	32
SECTION 6.06.	Notices	33
SECTION 6.07.	Entire Agreement, etc.	34
SECTION 6.08.	Definitions	34
SECTION 6.09.	Interpretation	39
SECTION 6.10.	Severability	39
SECTION 6.11.	No Third-Party Beneficiaries	39
SECTION 6.12.	Assignment	39
SECTION 6.13.	Adjustment of Share Numbers	40

Index of Defined Terms

Term	Location of Definition

1996 Plan	2.01(b)(i)
2004 Plan	2.01(b)(i)
2009 Plan	2.01(b)(i)
2011 Annual Meeting Completion Date	6.08(a)
Affiliate	6.08(b)
Agreement	Preamble
ASRS	6.08(c)
ASRS Eligible	6.08(d)
beneficial owner; beneficial ownership	6.08(e)
Board	2.01(b)(i)
Business Day	6.08(f)
Certificate of Designations	Recitals
Change of Control	6.08(g)
Closing	1.02(a)
Closing Date	1.02(a)
Company	Preamble
Company 401(k) Plan	2.01(b)(i)
Company By-Laws	2.01(a)
Company Certificate of Incorporation	2.01(a)
Company Common Stock	2.01(b)(i)
Company Disclosure Letter	2.01(a)
Company Preferred Stock	2.01(b)(i)
Company Restricted Stock	2.01(b)(i)
Company Rights	2.01(b)(i)
Company RSUs	2.01(b)(i)
Company Stock Options	2.01(b)(i)
Company Stock Plans	2.01(b)(i)
Confidentiality Agreement	3.03
Contract	2.01(d)(i)
Credit Agreement	6.08(j)
Dividend Payment Date	6.08(k)
Dividend Record Date	6.08(m)
Effectiveness Period	5.04(k)
Exchange Act	2.01(b)(ii)
GAAP	2.01(h)(i)
Governmental Entity	2.01(d)(ii)
Hedging Counterparty	6.08(n)
Hedging Transaction	5.08(o)
Holding Period	4.02
HSR Act	2.01(d)(ii)
HSR Clearance	3.01
In the Money Securities	6.08(p)

iii

	Location of Definition

Indemnified Party	5.07(d)
Indemnifying Party	5.07(d)
Investor	Preamble
Investor Indemnified Person	5.07(b)
Judgment	2.01(d)(i)
Junior Stock	6.08(q)
Law	2.01(d)(i)
Liberty Distribution Transaction	6.08(r)
Liberty Indemnified Person	5.07(a)
Liberty Party; Liberty Parties	6.08(s)
Liens	2.01(d)(i)
Limited Mirror Agreement	4.06(b)
Losses	5.07(a)
Major Division	6.08(t)
Mirror Agreement	4.06(a)
New Securities	4.03
Ownership Percentage	6.08(u)
Parity Stock	6.08(v)
Permitted Transferee	5.11
Preferred Share Purchase	1.01
Preferred Shares	Recitals
prospectus	6.08(w)
Register, registered, registration	6.08(x)
Registrable Securities	6.08(y)
Registration Expenses	6.08(z)
registration statement	6.08(z)
Representative	6.08(bb)
Requested Information	6.08(b)
Rights Plan	6.08(cc)
Scheduled Black-out Period	6.08(dd)
SEC	2.01(h)(i)
SEC Documents	2.01(h)(i)
Securities Act	2.01(d)(ii)
Selling Expenses	6.08(ee)
Senior Stock	6.08(ff)
Series I Preferred Stock	6.08(gg)
Series J Preferred Stock	Recitals
Subsidiary	6.08(hh)
Suspension Period	5.01(d)
Tax; Taxes	6.08(ii)
Transfer	4.02
Underwriter Cutback	5.01(a)
Voting Company Debt	2.01(b)(i)

INVESTMENT AGREEMENT dated as of August 18, 2011 (this “Agreement“),
between Barnes & Noble, Inc., a Delaware corporation (the
“Company“), and the investor identified on the signature page hereto (the
“Investor“).

WHEREAS the Company desires to issue, sell and deliver to the Investor, and
the Investor desires to purchase and acquire from the Company, pursuant to the
terms and conditions set forth in this Agreement, an aggregate of 204,000 shares
(the “Preferred Shares“) of the Company153s Senior Convertible Redeemable
Series J Preferred Stock, par value $.001 (the “Series J Preferred
Stock“), having the powers, preferences and rights, and the qualifications,
limitations and restrictions, as specified in the Certificate of Designations in
the form attached hereto as Annex A (the “Certificate of Designations“).

NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained in this Agreement, and subject to the
conditions set forth herein, the parties hereto, intending to be legally bound,
hereby agree as follows:

ARTICLE I

Purchase and Sale; Closing

SECTION 1.01. Purchase and Sale of the Preferred Shares. On the terms
and subject to the conditions set forth in this Agreement, at the Closing, the
Company shall issue, sell and deliver to the Investor, and the Investor shall
purchase and acquire from the Company, 204,000 Preferred Shares for a purchase
price per Preferred Share equal to $1,000, payable as set forth in Section
1.02(b). The purchase and sale of the Preferred Shares is referred to in this
Agreement as the “Preferred Share Purchase“.

SECTION 1.02. Closing.

(a) The closing of the Preferred Share Purchase (the “Closing“) will
occur on the date hereof (the “Closing Date“) upon the execution and
delivery of this Agreement at the offices of Cravath, Swaine & Moore LLP,
Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019.

(b) At the Closing, (i) the Company shall deliver to the Investor a
certificate representing the Preferred Shares to be sold to such Investor, duly
registered in the name of the Investor, and (ii) the Investor shall pay to the
Company, by wire transfer to a bank account designated in writing by the Company
of immediately available funds, $204,000,000.

ARTICLE II

Representations and Warranties

SECTION 2.01. Representations and Warranties of the Company. Except as
set forth in the Company Disclosure Letter, the Company represents and warrants
as of the date hereof to the Investor as follows:

(a) Organization, Standing and Corporate Power. Each of the Company
and its Subsidiaries is duly organized and validly existing under the Laws of
its jurisdiction of organization and has all requisite corporate or other entity
power and authority to own or lease all of its properties and assets and to
carry on its business as presently conducted. Each of the Company and its
Subsidiaries is duly qualified or licensed to do business and is in good
standing (where such concept is recognized under applicable Law) in each U.S.
jurisdiction where the nature of its business or the ownership, leasing or
operation of its properties makes such qualification or licensing necessary,
other than where the failure to be so qualified, licensed or in good standing
would not, individually or in the aggregate, reasonably be expected to have a
material adverse effect on the ability of the Company to consummate the
transactions contemplated by this Agreement. True, correct and complete copies
of the Company Certificate of Incorporation (the “Company Certificate of
Incorporation“) and the Amended and Restated By-Laws of the Company (the
“Company By-Laws“), in each case, as in effect on the date of this
Agreement, have been made available to the Investor.

(b) Capitalization.

(i) The authorized capital stock of the Company consists of 300,000,000
shares of common stock, par value $.001 per share (the “Company Common
Stock“) and 5,000,000 shares of preferred stock, par value $.001 per share
(the “Company Preferred Stock“), of which 300,000 shares of Company
Preferred Stock were designated by the board of directors of the Company (the
“Board“) as Series I Preferred Stock and are issuable upon exercise of
the rights (the “Company Rights“) issued pursuant to the Rights Plan. At
the close of business on July 31, 2011, (i) 60,200,526 shares of Company Common
Stock (which includes 2,299,919 shares of Company Common Stock granted pursuant
to a Company Stock Plan that is subject to vesting or other forfeiture
conditions or repurchase by the Company (such shares, the “Company Restricted
Stock“)) were issued and outstanding, (ii) 5,623,642 shares of Company
Common Stock were reserved and available for issuance pursuant to the 2009
Incentive Plan of the Company (the “2009 Plan“), the 2004 Incentive Plan
of the Company, as amended (the “2004 Plan“), and the Amended and
Restated 1996 Incentive Plan of the Company (the “1996 Plan“, and
collectively with the 2009 Plan and the 2004 Plan, the “Company Stock
Plans“), of which 3,812,294 shares of Company Common Stock were subject to
outstanding options to acquire shares of Company Common Stock (such options, the
“Company Stock Options“), and 581,669 shares of Company Common Stock were
subject to outstanding restricted stock units (such restricted stock units, the
“Company RSUs“), (iii) 32,740,018 shares of Company Common Stock were
owned by the Company as treasury stock, (iv) no shares of Company Preferred
Stock were outstanding and (v) 300,000,000 shares of Company Preferred Stock
were reserved for issuance in connection with the Company Rights. Except as set
forth above, at the close of business on July 31, 2011, no shares of capital
stock or other voting securities of or equity interests in the Company were
issued, reserved for issuance or outstanding and no securities of the Company or
any of its Subsidiaries convertible into or exchangeable or exercisable for
shares of capital stock or other voting securities of or equity interests in the
Company were issued or outstanding. Since July 31, 2011, to the date of this
Agreement, (x) there have been no issuances by the Company of shares of capital
stock or other voting securities of or equity interests in the Company, other
than issuances of shares upon the vesting of Company Restricted Stock pursuant
to the Company Stock Plans or shares of Company Common Stock pursuant to Company
Stock Options, Company RSUs, or the Company153s Amended and Restated Savings Plan
(the “Company 401(k) Plan“) and (y) there have been no issuances by the
Company of options, warrants, rights, convertible or exchangeable securities,
stock-based performance units or other rights to acquire shares of capital stock
of, or other equity or voting interests in, the Company or other rights that
give the holder thereof any economic interest of a nature accruing to the
holders of Company Common Stock, other than issuances pursuant to the Company
401(k) plan in accordance with its terms. All outstanding shares of Company
Common Stock are, and all such shares that may be issued prior to the date
hereof will be, when issued, duly authorized, validly issued, fully paid and
nonassessable and not subject to preemptive rights. There are no bonds,
debentures, notes or other indebtedness of the Company having the right to vote
(or convertible into, or exchangeable for, securities having the right to vote)
on any matters on which holders of Company Common Stock may vote (“Voting
Company Debt“). Except for any obligations pursuant to this Agreement or as
otherwise set forth above in this Section 2.01(b), as of the date of this
Agreement, there are no options, warrants, rights, convertible or exchangeable
securities, stock-based performance units, Contracts or undertakings of any kind
to which the Company or any of its Subsidiaries is a party or by which the
Company is bound (1) obligating the Company or any of its Subsidiaries to issue,
deliver or sell, or cause to be issued, delivered or sold, additional shares of
capital stock or other voting securities of or equity interests in, or any
security convertible or exchangeable for any shares of capital stock or other
voting securities of or equity interest in, the Company or any Voting Company
Debt, (2) obligating the Company or any of its Subsidiaries to issue, grant or
enter into any such option, warrant, right, security, unit, Contract or
undertaking or (3) that give any person the right to receive any economic
interest of a nature accruing to the holders of Company Common Stock. There are
no outstanding obligations of the Company or any of its Subsidiaries to
repurchase, redeem or otherwise acquire any shares of capital stock or options,
warrants, rights, convertible or exchangeable securities, stock-based
performance units or other rights to acquire shares of capital stock of the
Company, other than pursuant to the Company Stock Plans and the Company 401(k)
Plan. A true, correct and complete copy of the Rights Plan as in effect on the
date of this Agreement has been made available to the Investor.

(ii) The Company Common Stock, and the associated Company Rights thereto,
constitute the only outstanding class of securities of the Company or its
Subsidiaries registered under the Securities Exchange Act of 1934, as amended
(the “Exchange Act“).

(i) The Company has all requisite corporate power and authority to execute
and deliver this Agreement and to consummate the transactions contemplated by
this Agreement. The execution and delivery of this Agreement by the Company and
the consummation of the transactions contemplated by, and compliance with the
provisions of, this Agreement by the Company have been duly authorized and
approved by all necessary corporate action on the part of the Company. On or
prior to the date of this Agreement, the Board has duly adopted resolutions
approving this Agreement and the transactions contemplated hereby and adopting
the Certificate of Designations. This Agreement has been duly executed and
delivered by the Company and, assuming the due authorization, execution and
delivery by the Investor, constitutes a legal, valid and binding obligation of
the Company, enforceable against the Company in accordance with its terms,
subject, as to enforceability, to bankruptcy, insolvency and other Laws of
general applicability relating to or affecting creditors153 rights and to general
equity principles, whether considered in a proceeding at law or in equity.

(ii) No vote of the stockholders of the Company is required under applicable
Law, under the Company Certificate of Incorporation or Company By-Laws, or under
any contract between the Company and any stockholder of the Company, to
authorize the issuance of the Series J Preferred Stock in accordance with this
Agreement or to authorize the issuance of the Company Common Stock upon
conversion of the Series J Preferred Stock in accordance with the Certificate of
Designations, as applicable.

(d) No Conflict.

(i) The Company is not in violation or default of any provision of the
Company Certificate of Incorporation or the Company By-Laws. The execution and
delivery by the Company of this Agreement do not, and the consummation of the
transactions contemplated by this Agreement and compliance with the provisions
of this Agreement will not, conflict with, or result in any violation or breach
of, or default (with or without notice or lapse of time, or both) under, or give
rise to a right of termination, cancelation or acceleration of any obligation or
to the loss of a benefit under, or result in the creation of any Lien upon any
of the properties or assets of the Company or any of its Subsidiaries under any
provision of (A) the Company Certificate of Incorporation or the Company By-Laws
or (B) (1) any loan or credit agreement, license, contract, lease, sublease,
indenture, note, debenture, bond, mortgage or deed of trust or other agreement,
arrangement or understanding (a “Contract“) to which the Company or any
of its Subsidiaries is a party or by which any of their respective properties or
assets are bound and that is material to the business of the Company and its
Subsidiaries, taken as a whole, or (2) any supranational, federal, national,
state, provincial or local statute, law (including common law), ordinance, rule
or regulation of any Governmental Authority (“Law“) that is material to
the Company and its Subsidiaries, taken as a whole, or any judgment, order or
decree of any Governmental Authority (“Judgment“), in each case,
applicable to the Company or any of its Subsidiaries or any of their respective
properties or assets, other than, in the case of such clause (B) above, any such
conflicts, violations, breaches, defaults, rights, losses or pledges, liens,
charges, mortgages, encumbrances or security interests of any kind or nature
(collectively, “Liens“) that would not, individually or in the aggregate,
reasonably be expected to have a material adverse effect on the ability of the
Company to consummate the transactions contemplated by this Agreement.

(ii) Other than in connection or in compliance with the provisions of the
Securities Act of 1933, as amended (the “Securities Act“) and the
securities or blue sky laws of the various states or the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the “HSR Act“) or any
applicable antitrust, merger or competition law, no notice to, registration,
declaration or filing with, review by, or authorization, consent, order, waiver,
authorization or approval of, any governmental or regulatory (including any
stock exchange) authorities, agencies, courts, commissions or other entities,
whether federal, state, local or foreign, or applicable self-regulatory
organizations (each, a “Governmental Entity“) is necessary for the
consummation by the Company of the transactions contemplated by this Agreement.

(e) Authorization of Company Preferred Stock and Company Common Stock.
As of the Closing Date, and upon the completion of the actions to be taken at
the Closing, the Preferred Shares (i) will be duly authorized by all necessary
corporate action on the part of the Company, (ii) will be validly issued, fully
paid and nonassessable, (iii) will not be subject to preemptive rights or
restrictions on transfer (other than restrictions on transfer under this
Agreement and under applicable state and federal securities laws), (iv) will
have the terms and conditions and entitle the holders thereof to the rights set
forth in this Agreement and in the Certificate of Designations and (v) will be
free and clear of all pledges, liens, charges, mortgages, encumbrances or
security interests of any kind or nature whatsoever (other than those created
under this Agreement). The Company Common Stock issuable upon conversion of the
Preferred Stock has been duly and validly reserved for issuance and, upon
issuance, will be duly and validly issued, fully paid, and nonassessable, and
will not be subject to preemptive rights or restrictions on transfer (other than
restrictions on transfer under this Agreement and under applicable state and
federal securities laws).

(f) Private Offering. None of the Company, its Subsidiaries, their
Affiliates and their Representatives have, directly or indirectly, made any
offers or sales of the Preferred Shares or solicited any offers to buy the
Preferred Shares, under circumstances that would require registration of the
Preferred Shares under the Securities Act. None of the Company, its
Subsidiaries, their Affiliates and their Representatives have, directly or
indirectly, made any offers or sales of any security or solicited any offers to
buy any security under circumstances that would cause this offering of the
Preferred Shares to be integrated with prior offerings by the Company for
purposes of the Securities Act or any applicable stockholder approval
provisions, including under the rules and regulations of any exchange or
automated quotation system on which any of the securities of the Company are
listed or designated. None of the Company, its Subsidiaries, their Affiliates
and their Representatives will take any action or steps referred to in the two
preceding sentences that would require registration of any of the Preferred
Shares under the Securities Act. Assuming the accuracy of the representations
made by the Investor in Section 2.02, the sale and delivery of the Preferred
Shares hereunder are exempt from the (i) registration and prospectus delivery
requirements of the Securities Act and (ii) the registration and qualification
requirements of all applicable securities laws of the states of the United
States.

(g) Anti-Takeover Provisions Not Applicable. The provisions of Section
203 of the General Corporation Law of the State of Delaware as they relate to
the Company do not and will not apply to this Agreement or to any of the
transactions contemplated hereby.

(h) SEC Documents; Undisclosed Liabilities; Disclosure Controls and
Procedures.

(i) The Company has filed all material reports, schedules, forms, statements
and other documents with the Securities and Exchange Commission (the
“SEC“) required to be filed by the Company pursuant to the Securities Act
or the Exchange Act since January 31, 2009 (the “SEC Documents“). As of
their respective effective dates (in the case of SEC Documents that are
registration statements filed pursuant to the requirements of the Securities
Act) and as of their respective dates of filing (in the case of all other SEC
Documents), the SEC Documents complied in all material respects with the
requirements of the Securities Act or the Exchange Act, as the case may be, and
the rules and regulations of the SEC promulgated thereunder applicable thereto,
and except to the extent amended or superseded by a subsequent filing with the
SEC prior to the date of this Agreement, as of such respective dates, none of
the SEC Documents contained any untrue statement of a material fact or omitted
to state a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. As of the
date of this Agreement, there are no outstanding or unresolved comment letters
received from the SEC or its staff. The audited consolidated financial
statements and the unaudited quarterly financial statements (including, in each
case, the notes thereto) of the Company included or incorporated by reference in
the SEC Documents when filed complied in all material respects with the
published rules and regulations of the SEC with respect thereto, have been
prepared in all material respects in accordance with generally accepted
accounting principles (“GAAP“) (except, in the case of unaudited
quarterly statements, as permitted by Form 10-Q of the SEC or other rules and
regulations of the SEC) applied on a consistent basis during the periods
involved (except as may be indicated in the notes thereto) and fairly present in
all material respects the consolidated financial position of the Company and its
consolidated Subsidiaries as of the dates thereof and the consolidated results
of their operations and cash flows for the periods then ended (subject, in the
case of unaudited quarterly statements, to normal year-end adjustments).

(ii) Except for matters reflected or reserved against in the most recent
consolidated balance sheet of the Company (or the notes thereto) included in the
SEC Documents, neither the Company nor any of its Subsidiaries has any
liabilities (whether absolute, accrued, contingent, fixed or otherwise) of any
nature that would be required under GAAP, as in effect on the date of this
Agreement, to be reflected on a consolidated balance sheet of the Company
(including the notes thereto), except liabilities that (A) were incurred since
the date of such balance sheet in the ordinary course of business, (B) are
incurred in connection with the transactions contemplated by this Agreement or
(C) would not, individually or in the aggregate, reasonably be expected to have
a material adverse effect on the business, assets or properties of the Company
and its Subsidiaries, taken as a whole. There are no unconsolidated Subsidiaries
of the Company or any off-balance sheet arrangements of any type (including any
off-balance sheet arrangement required to be disclosed pursuant to Item
303(a)(4) of Regulation S-K promulgated under the Securities Act) that have not
been so described in the SEC Documents nor any obligations to enter into any
such arrangements.

(iii) The Company has established and maintains disclosure controls and
procedures and a system of internal controls over financial reporting (as such
terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under
the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Since
January 31, 2009, neither the Company nor the Company153s independent registered
public accounting firm, has identified or been made aware of “significant
deficiencies” or “material weaknesses” (as defined by the Public Company
Accounting Oversight Board) in the design or operation of the Company153s internal
controls and procedures which would reasonably be expected to adversely affect
in any material respect the Company153s ability to record, process, summarize and
report financial data, in each case which has not been subsequently remediated.
To the knowledge of the Company, there is no fraud, whether or not material,
that involves the Company153s management or other employees who have a significant
role in the preparation of financial statements or the internal control over
financial reporting utilized by the Company and its Subsidiaries.

SECTION 2.02. Representations and Warranties of the Investor. The
Investor hereby represents and warrants to the Company that as of the date
hereof:

(a) Organization and Authority. The Investor is duly organized,
validly existing and in good standing under the Laws of its jurisdiction of
organization and has all requisite corporate power and authority to carry on its
business as presently conducted

(b) Authorization; Enforceability. The Investor has all requisite
corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated by this Agreement. The execution and
delivery of this Agreement by the Investor and the consummation of the
transactions contemplated by and compliance with the provisions of, this
Agreement, by the Investor have been duly authorized by all necessary corporate
action on the part of the Investor (and, as of the date of this Agreement, the
resolutions giving effect to such corporate actions have not been rescinded,
modified or withdrawn in any way). This Agreement has been duly executed and
delivered by the Investor and, assuming the due authorization, execution and
delivery by the Company, constitutes a legal, valid and binding obligation of
the Investor, enforceable against the Investor in accordance with its terms,
subject, as to enforceability, to bankruptcy, insolvency and other Laws of
general applicability relating to or affecting creditors153 rights and to general
equity principles.

(c) No Conflict. The execution and delivery by the Investor of this
Agreement do not, and the transaction contemplated by this Agreement and
compliance with the provisions of this Agreement will not, conflict with, or
result in any violation or breach of, or default (with or without notice or
lapse of time, or both) under, or give rise to a right of termination,
cancellation or acceleration of any obligation or to the loss of a benefit
under, or result in the creation of any Lien upon any of the properties or
assets of the Investor under, the certificate of incorporation or bylaws, or
similar organizational documents, of the Investor, any provision of any Contract
to which the Investor or any of its Subsidiaries is a party or by which any of
its properties or assets are bound and that is material to the business of the
Investor and its Subsidiaries, taken as a whole, or any Law that is material to
the Investor and its Subsidiaries, taken as a whole, or Judgment, in each case,
applicable to the Investor or any of its Subsidiaries or any of its properties
or assets, other than any such conflicts, violations, breaches, defaults,
rights, losses or Liens that would not, individually or in the aggregate,
reasonably be expected to have a material adverse effect on the Investor153s
ability to consummate the transactions contemplated by this Agreement.

(d) Consents. Other than in connection or in compliance with the
provisions of the Securities Act and the securities or blue sky laws of the
various states or the HSR Act or any applicable antitrust, merger or competition
law, no notice to, registration, declaration or filing with, review by, or
authorization, consent, order, waiver, authorization or approval of any
Governmental Entity is necessary for the consummation by the Investor of the
transactions contemplated by this Agreement.

(e) Purchase for Investment. The Investor acknowledges that the
Preferred Shares have not been registered under the Securities Act or under any
state securities laws. The Investor (i) is acquiring the Preferred Shares
pursuant to an exemption from registration under the Securities Act solely for
investment with no present intention or view to distribute any of the Preferred
Shares to any person in violation of the Securities Act, (ii) will not sell or
otherwise dispose of any of the Preferred Shares, except in compliance with the
registration requirements or exemption provisions of the Securities Act and any
other applicable securities laws, (iii) has such knowledge and experience in
financial and business matters and in investments of this type that it is
capable of evaluating the merits and risks of its investment in the Preferred
Shares and of making an informed investment decision, and has conducted an
independent review and analysis of the business and affairs of the Company that
it considers sufficient and reasonable for purposes of its making its investment
in the Preferred Shares, and (iv) is an “accredited investor” (as such term is
defined in Rule 501 of Regulation D promulgated under the Securities Act.

(f) Ownership. Neither the Investor nor any of its Affiliates
beneficially owns (within the meaning of Section 13 of the Exchange Act and the
rules and regulations promulgated thereunder) any shares of Company Common
Stock, or is a party to any Contract (other than this Agreement) for the purpose
of acquiring, holding, voting or disposing of, any shares of Company Common
Stock.

(g) Brokers and Finders. There is no investment banker, broker, finder
or other intermediary that has been retained by or is authorized to act on
behalf of the Investor or its Affiliates that is entitled to any fee or
commission from the Company or any of its Subsidiaries.

ARTICLE III

Covenants

SECTION 3.01. Further Assurances. (a) Each of the Investor and the
Company will cooperate and consult with the other and use commercially
reasonable efforts to prepare and file all necessary documentation, to effect
all necessary applications, notices, petitions, filings and other documents, and
to obtain all necessary permits, consents, orders, approvals and authorizations
of, or any exemption by, all Governmental Entities, and expiration or
termination of any applicable waiting periods, necessary or advisable to
consummate the transactions contemplated by this Agreement (including, for the
avoidance of doubt, taking such actions as are reasonably necessary to cause any
condition to the effectiveness of the voting rights of the Series J Preferred
Stock to be satisfied), and to perform the covenants contemplated by this
Agreement, it being agreed that each of the Company and the Investor shall make
or file any such applications, notices, petitions or filings required to be made
by it with Governmental Entities in connection with the transactions
contemplated by this Agreement as promptly as practicable, and in any event not
later than the date that is 15 Business Days, after the date of this Agreement.
Each party shall execute and deliver after the Closing such further
certificates, agreements and other documents and take such other actions as the
other party may reasonably request to consummate or implement such transactions
or to evidence such events or matters. In particular, each party will use its
commercially reasonable efforts to promptly obtain, and will cooperate as may
reasonably be requested by the other party and use its commercially reasonable
efforts to help the other party promptly obtain or submit, as the case may be,
as promptly as practicable, the approvals and authorizations of, filings and
registrations with, and notifications to, or expiration or termination of any
applicable waiting period, under the HSR Act or any applicable antitrust, merger
or competition law for the Investor to be able to convert the Preferred Shares
into Company Common Stock and to otherwise vote the Preferred Shares on an
as-converted basis (collectively, “HSR Clearance“). Notwithstanding any
covenants of the parties set forth herein, none of the parties hereto will be
required to take any action requiring, or enter into any settlement,
undertaking, condition, consent decree, stipulation or other agreement with any
Governmental Entity that requires such party or any of its Subsidiaries or
Affiliates to (x) hold separate (in trust or otherwise), divest itself or
otherwise rearrange the composition of any assets, businesses or interests of
such party or any of its Subsidiaries or Affiliates or imposes any limitations
on such person153s freedom of action with respect to future acquisitions of assets
or with respect to any existing or future business or activities or on the
enjoyment of the full rights of ownership, possession and use of any asset now
owned or hereafter acquired by any such person (including any securities of the
Liberty Parties or of the Company and the voting and other rights related to
ownership thereof), (y) agree to any other conditions or requirements or to take
any other actions that are adverse or burdensome or would reasonably be expected
to adversely affect such person, in order to satisfy any objection of any
Governmental Entity or any other person or (z) incur any material financial
obligation imposed by any Governmental Entity. The parties agree that prior to
the later to occur of (A) receipt of HSR Clearance and (B) the 2011 Annual
Meeting Completion Date, the Investor shall have no right to convert shares of
Series J Preferred Stock owned by it into Company Common Stock. Each of the
Investor and the Company will have the right to review in advance, and to the
extent practicable each will consult with the other, in each case subject to
applicable Laws relating to the exchange of information, with respect to all the
information relating to the other party, and any of their respective
Subsidiaries, which appears in any filing made with, or written materials
submitted to, any third party or any Governmental Entity in connection with the
transactions contemplated by this Agreement. In exercising the foregoing right,
each of the parties hereto agrees to act reasonably and as promptly as
practicable. Each party hereto agrees to keep the other party apprised of the
status of matters relating to completion of the transactions contemplated
hereby. The Investor and the Company shall promptly furnish each other, to the
extent permitted by applicable Laws, with copies of written communications
received by them or their Subsidiaries from, or delivered by any of the
foregoing to, any Governmental Entity in respect of the transactions
contemplated by this Agreement.

(b) The Company shall give prompt written notice to the Liberty Parties upon
becoming aware of any Claim commenced or, to the knowledge of the Company, to
which the Company is or may become a party (including any such Claim in the
right of the Company) (x) relating to or involving this Agreement, the
Certificate of Designations or the transactions contemplated hereby, or (y)
seeking to enjoin, restrain, restrict, limit or prohibit the transactions
contemplated hereby or any of the rights, privileges or preferences to which the
Holders of the Series J Preferred Stock are entitled as set forth in this
Agreement or the Certificate of Designations. Without limiting its obligations
under Section 5.07, the Company shall give the Liberty Parties the opportunity
to participate in (but not control) the defense and settlement of any such
Claims and the Company agrees to use, and to cause its Affiliates, directors and
officers to use, its commercially reasonable efforts to defend or contest any
such Claim, subject to the right of the Company to settle such Claim in
compliance with Section 5.07 of this Agreement. The Liberty Parties will
cooperate with the Company in its defense of such Claims as the Company may
reasonably request.

SECTION 3.02. Expenses. Except as otherwise provided in this
Agreement, each party shall bear and pay its own costs, fees and expenses
incurred by it in connection with this Agreement and the transactions
contemplated by this Agreement.

SECTION 3.03. Confidentiality. The Investor hereby agrees to keep
confidential and to cause its employees, officers, directors, Affiliates and
Representatives to keep confidential any and all confidential information of the
Company, including non-public information relating to the Company153s finances and
results, trade secrets, know-how, customers, business plans, marketing
activities, financial data and other business affairs that was disclosed by the
Company or its Representatives on or prior to the date of this Agreement
pursuant to the terms of the confidentiality agreement dated December 6, 2010
between the Company and the Investor (the “Confidentiality Agreement“).

ARTICLE IV

Additional Agreements

SECTION 4.01. Consent Rights. (a) Following the receipt of HSR
Clearance, for so long as the Liberty Parties beneficially own at least 102,000
shares of Series J Preferred Stock, in addition to any other vote or consent of
the Company153s stockholders required by law or by the Company Certificate of
Incorporation, the Company shall not, and shall cause its Subsidiaries not to,
as applicable, without the affirmative vote or written consent of the Liberty
Parties who are the record holders of the shares of Series J Preferred Stock at
such time (which consent, except as expressly provided below, may be given or
withheld, or made subject to such conditions as are determined by the Liberty
Parties, in their sole discretion):

(i) (A) amend, alter or repeal any provision of the Certificate of
Designations or any other instrument establishing and designating the Series J
Preferred Stock, or (B) amend, alter or repeal the Company Certificate of
Incorporation or the Company By-Laws, any resolution of the Board or any other
instrument establishing and designating preferred stock of the Company (other
than the Series J Preferred Stock) or any Junior Stock and determining the
relative rights, privileges and preferences thereof, if, in the case of clause
(B), such action would have an adverse effect on the rights, privileges or
preferences of the Series J Preferred Stock, including the conversion rights
thereof;

(ii) unless full dividends on all outstanding shares of the Series J
Preferred Stock have been declared and paid including, for the avoidance of
doubt, any amounts of accrued and unpaid dividends which have been added to the
Liquidation Preference Amount pursuant to clause (ii) of the definition thereof
in the Certificate of Designations, or declared and a sum sufficient for the
payment of those dividends has been set aside for the benefit of the holders
thereof on the applicable Dividend Record Date, declare or pay any dividend on,
or make any distributions relating to, Junior Stock or Parity Stock (including
pursuant to Section 4.01(a)(iii)) or redeem, purchase or acquire for value any
(x) Junior Stock or Parity Stock, (y) equity securities of any Subsidiary which
are held by a person other than a Subsidiary or (z) any options, warrants or
other rights to acquire such securities, other than: (A) purchases, redemptions
or other acquisitions of shares of Junior Stock or Parity Stock in connection
with any employment contract, benefit plan or other similar arrangement with or
for the benefit of employees, officers, directors or consultants; (B) purchases
of shares of Junior Stock pursuant to a contractually binding requirement to buy
stock, including under a contractually binding stock repurchase plan,
provided such Contract or plan was entered into prior to any default by
the Company of its obligations to pay dividends on the Series J Preferred Stock;
(C) as a result of an exchange or conversion of any class or series of Junior
Stock, or the securities of another company, for any other class or series of
Junior Stock; (D) the purchase of fractional interests in shares of Junior Stock
pursuant to the conversion or exchange provisions of such Junior Stock or the
security being converted or exchanged; (E) distributions of Junior Stock or
rights to purchase Junior Stock (subject to clause (iii) of this Section
4.01(a)) or (F) any exchange of Junior Stock for rights issued pursuant to the
Rights Plan or any successor stockholder rights plan;

(iii) distribute (by way of dividend, share distribution, exchange,
redemption, recapitalization or similar transaction) securities of any entity
holding a significant portion of the assets and business of a Major Division,
including by way of spin-off, split-off or other distribution transaction;

(iv) authorize, designate or issue any Senior Stock or Parity Stock;

(v) enter into, or permit any Subsidiary to enter into, any agreement, or any
modification or amendment to an existing agreement, which, in the absence of a
default under such agreement, would by its terms prevent the Issuer from fully
performing its obligations with respect to the Series J Preferred Stock;

(vi) consolidate with, or merge with or into, or enter into a business
combination or similar extraordinary transaction with any person or entity, or
effect a statutory exchange of securities of the Company with another person or
entity (any of the foregoing, a “Specified Transaction“), unless (A) in
such Specified Transaction, the outstanding shares of Series J Preferred Stock
are to be converted into or exchanged for preferred stock issued by the
surviving corporation or other continuing entity in such Specified Transaction
(or, if the surviving entity is the Company, remain outstanding without any
changes to the terms thereof, except as otherwise required pursuant to the
Certificate of Designations); provided, that in the event the holders of
Company Common Stock will receive in such Specified Transaction securities of an
issuer other than such surviving or continuing entity, such consent will be
required unless the Series J Preferred Stock is converted into preferred stock
of such other issuer having such rights, powers and preferences equivalent to
the Series J Preferred Stock and otherwise reasonably acceptable to the Liberty
Parties, or (B) immediately prior to the effective date of such Specified
Transaction, the Company offers to purchase all outstanding shares of Series J
Preferred Stock for cash in an amount equal to the amount the Company would be
required to offer to purchase such shares of Series J Preferred Stock in a
Change of Control Sale (as defined in the Certificate of Designations);

(vii) sell, transfer, lease, license or otherwise dispose of all or
substantially all of the assets constituting a Major Division;

(viii) fundamentally change the business of the Company and its Subsidiaries
from the business of the Company and its Subsidiaries as presently conducted, or
make any investment (including by way of acquisition) having a purchase or
acquisition price in excess of $50,000,000 where the business being conducted by
the investee or the acquired business constitutes a departure from the current
lines of business of the Company and its Subsidiaries;

(ix) enter into (or permit any Subsidiary to enter into) any Contract
(including any amendment or modification thereto or extension thereof) with (A)
any director or executive officer of the Company, (B) any person or group
beneficially owning in excess of 5% of the outstanding shares of Company Common
Stock, or (C) any Affiliate or family member of any of the foregoing, other than
(1) any Contract between or among (i) the Company and any of its Subsidiaries or
(ii) two or more of the Company153s Subsidiaries and (2) any of the foregoing that
are not required to be disclosed pursuant to Item 404 of Regulation S-K under
the Exchange Act (including executive compensation matters); provided,
however, that the affirmative vote or written consent of such Liberty
Parties shall not be unreasonably withheld, conditioned or delayed under this
clause (ix); or

(x) amend the Rights Plan in such a way, or adopt or enter into any new or
successor shareholder rights agreement or plan having provisions which would
adversely effect the powers, preferences, rights or privileges of the holders of
Series J Preferred Stock, including upon conversion of the Preferred Shares,
relative to the Rights Plan as in effect as of the Closing.

(b) Following a conversion of the Series J Preferred Stock pursuant to
Section 9 of the Certificate of Designations, for so long as the Liberty Parties
beneficially own at least the number of shares of Company Common Stock that the
Liberty Parties would have received upon the conversion of 102,000 shares of
Series J Preferred Stock, then the Company will not, and will not permit any
Subsidiary to, take any of the actions specified in clauses (iii), (vii), (viii)
and (ix) of Section 4.01(a) unless it shall have received the affirmative vote
or written consent of the Liberty Parties prescribed by Section 4.01(a).

(c) Following the date of this Agreement but prior to the receipt of HSR
Clearance, the Company shall not, and shall cause its Subsidiaries not to, take
any action described above in Section 4.01(a) that would require the affirmative
vote or written consent of the Liberty Parties following the receipt of HSR
Clearance.

(d) The Liberty Parties shall respond as promptly as reasonably practicable
to any request for consent under this Section 4.01. In the event that the
Liberty Parties do not respond within five Business Days of the receipt by the
Liberty Parties of a request for consent for a specific Contract or transaction
under clause (ix) of Section 4.01(a) or pursuant to Section 4.01(b) (to the
extent relating to a matter described in clause (ix) of Section 4.01(a)), which
is accompanied by reasonably detailed information with respect to the matter for
which consent is being requested, then the Liberty Parties shall be deemed to
have consented to such matter.

(e) The consent rights provided for in Sections 4.01(a) and 4.01(b) and the
pre-emptive rights provided for in Section 4.03 shall terminate permanently upon
the Liberty Parties ceasing to beneficially own at least the minimum number of
shares of Series J Preferred Stock or Company Common Stock specified therein.

SECTION 4.02. Restrictions on Transfer. (a) The Investor agrees that
it will not, and will not permit any of its Affiliates to, directly or
indirectly sell, transfer, pledge, encumber, assign, loan, or otherwise dispose
of (“Transfer“) any portion or interest of any Series J Preferred Stock
or any other securities of the Company acquired as a result of the ownership of
the Series J Preferred Stock or Company Common Stock issued upon conversion of
shares of Series J Preferred Stock to any person prior to February 18, 2013 (the
period from the Issue Date until such date, the “Holding Period“) without
the prior written consent of the Company (which consent may be given or withheld
or made subject to such conditions as are determined by the Company in its sole
discretion), other than (i) to any Affiliate controlled by or under common
control with a Liberty Party, or to any Liberty Party in connection with a
Liberty Distribution Transaction, in each case provided that the transferee
agrees in writing for the benefit of the Company (in form and substance
reasonably satisfactory to the Company) to be bound by the terms of this
Agreement, (ii) pursuant to a tender or exchange offer recommended by the Board,
(iii) pursuant to a merger, consolidation, business combination or similar
extraordinary transaction, (iv) any bona fide pledge arrangements entered into
in connection with a secured lending transaction with a bank or financial
institution that regularly engages in secured lending transactions as a lender,
(v) to the Company or (vi) pursuant to any other transaction approved by the
Board. Any purported Transfer which is not in accordance with the terms and
conditions of this Section 4.02(a) shall be, to the fullest extent permitted by
law, null and void ab initio and, in addition to other rights and
remedies at law and in equity, the Company shall be entitled to injunctive
relief enjoining the prohibited action. Each Person to whom a Transfer is made
in compliance with this Section 4.02(a) (other than pursuant to clauses (ii)
through (vi) hereof) shall be included in the term “Investor” from and after the
date of such Transfer provided that the transferee agrees in writing for the
benefit of the Company (in form and substance reasonably satisfactory to the
Company) to be bound by the terms of this Agreement. The restrictions set forth
in this Section 4.02(a) shall terminate in connection with a Change of Control.

(b) Investor agrees that prior to the end of the Holding Period it shall not,
directly or indirectly, enter into any Hedging Transaction; provided
that any pledge permitted under Section 4.02(a)(iv) will not constitute a
Hedging Transaction for purposes of this Section 4.02(b).

SECTION 4.03. Pre-emptive Rights. (a) For so long as the Liberty
Parties beneficially own at least 102,000 shares of Series J Preferred Stock, at
any time that the Company makes any public or nonpublic offering or sale of any
shares of capital stock, including Company Common Stock, or other securities
convertible into, or exercisable or exchangeable for, shares of capital stock or
other equity interests in the Company (the “New Securities“) (other than:
(i) pursuant to any present or future employee, director or consultant benefit
plan or program of or assumed by the Company or any of its Subsidiaries, (ii)
the issuance of any shares of Company Common Stock pursuant to any exercise of
any option, warrant, right, or exchangeable or convertible security, in each
case, outstanding as of August 18, 2011, (iii) in connection with any merger,
consolidation, business combination or any similar extraordinary transaction,
(iv) under the Rights Plan or any successor shareholder rights agreement or plan
or (v) for the avoidance of doubt, the issuance of shares of Company Common
Stock in connection with a subdivision or split of the Company Common Stock),
each Liberty Party holding shares of Series J Preferred Stock at such time shall
be afforded the opportunity to acquire from the Company for the same price (net
of any underwriting discounts or sales commissions) and on the same terms (other
than terms that cannot reasonably be satisfied or applicable to the Liberty
Parties) as such New Securities are proposed to be offered to others (or, to the
extent such New Securities are offered for consideration (or the exercise price
of which is to be paid in consideration) other than cash, the cash equivalent
thereof) an amount of New Securities up to the aggregate amount of New
Securities to be offered or sold (including those to be sold to the Liberty
Parties pursuant to this Section 4.03) multiplied by such Liberty Party153s
Ownership Percentage.

(b) In the event the Company proposes to offer or sell New Securities, it
shall give each Liberty Party holding shares of Series J Preferred Stock at such
time written notice of its intention, describing the type of New Security, price
(or range of prices), anticipated amount of securities, timing, and other terms
upon which the Company proposes to offer the same, no later than two Business
Days, as the case may be, after the initial filing of a registration statement
with the SEC with respect to an underwritten public offering, after the
commencement of marketing with respect to a Rule 144A offering or after the
Company proposes to pursue any other offering. Each such Liberty Party shall
have 10 Business Days from the date of receipt of such a notice to notify the
Company in writing that it intends to exercise its rights provided in this
Section 4.03 and, the amount of New Securities such Liberty Party desires to
purchase, up to the maximum amount calculated pursuant to Section 4.03(a). Such
notice shall constitute a nonbinding indication of interest of such Liberty
Party to purchase the amount of New Securities so specified at the price and
other terms set forth in the Company153s notice to it. The failure of a Liberty
Party to respond within such 10 Business Day period shall be deemed to be a
waiver of such Liberty Party153s rights under this Section 4.03 only with respect
to the offering described in the applicable notice.

(c) If a Liberty Party exercises its rights provided in this Section 4.03,
the closing of the purchase of the New Securities with respect to which such
right has been exercised shall take place within 90 days after the giving of
notice of such exercise, which period of time shall be extended for a maximum of
180 days in order to comply with applicable Laws and regulations (including
receipt of any applicable regulatory or stockholder approvals). The Company and
each Liberty Party exercising its rights under Section 4.03 will use
commercially reasonable efforts to secure any regulatory or stockholder
approvals or other consents, and to comply with any law or regulation necessary
in connection with the offer, sale and purchase of, such New Securities.

(d) In the event that a Liberty Party fails to exercise its rights provided
in this Section 4.03 within such 10-Business Day period or, if so exercised, a
Liberty Party is unable to consummate such purchase within the time period
specified in Section 4.03(c) because of such Liberty Party153s failure to obtain
any required regulatory or stockholder consent or approval, the Company shall
thereafter be entitled (during the period of 90 days following the conclusion of
the applicable period) to sell or enter into an agreement (pursuant to which the
sale of the New Securities covered thereby shall be consummated, if at all,
within 90 days from the date of said agreement) to sell the New Securities not
elected to be purchased pursuant to this Section 4.03 by such Liberty Party or
which such Liberty Party is unable to purchase because of such failure to obtain
any such consent or approval, at a price no less than that offered to the
Liberty Parties, and otherwise upon terms no more favorable to the purchasers of
such securities than were specified in the Company153s notice to the Liberty
Parties. Notwithstanding the foregoing, if such sale is subject to the receipt
of any regulatory or stockholder approval or consent or the expiration of any
waiting period, the time period during which such sale may be consummated shall
be extended until the expiration of 10 Business Days after all such approvals or
consents have been obtained or waiting periods expired, but in no event shall
such time period exceed 270 days from the date of the applicable agreement with
respect to such sale. In the event the Company has not sold the New Securities
or entered into an agreement to sell the New Securities within such 90-day
period (or sold and issued New Securities in accordance with the foregoing
within 90 days from the date of such agreement (as such period may be extended
in the manner described above for a period not to exceed 270 days from the date
of such agreement), the Company shall not thereafter offer, issue or sell such
New Securities without first offering such securities to the Liberty Parties in
the manner provided in this Section 4.03.

(e) In the case of the offering of New Securities for a consideration in
whole or in part other than cash, including securities acquired in exchange
therefor (other than securities by their terms so exchangeable), the
consideration other than cash shall be deemed to be the fair value thereof as
determined in good faith by the Board; provided, however, that
such fair value as determined by the Board shall not exceed the aggregate market
price of the securities being offered as of the date the Board authorizes the
offering of such securities.

(f) Notwithstanding anything to the contrary in this Section 4.03, the
Liberty Parties shall not have the right to purchase New Securities in an amount
that would cause the Liberty Parties153 beneficial ownership (in each case, as
determined in accordance with the Rights Plan) of Company Common Stock, in the
aggregate, to exceed 20% of the Outstanding Common Shares (as defined in the
Rights Plan) .

SECTION 4.04. Initial Election of Directors. Pursuant to Section 12(b)
of the Certificate of Designations, immediately following the Liberty Parties153
receipt of HSR Clearance, the registered holders of the Series J Preferred Stock
will elect Messrs. Gregory B. Maffei and Mark Carleton to the Board. Registered
holders of Series J Preferred Stock shall only exercise their rights pursuant to
Section 12(b) of the Certificate of Designations to elect director nominees that
have been approved by the Corporate Governance and Nominating Committee of the
Board (such approval not to be unreasonably withheld, conditioned or delayed).
As a condition to any Transfer of shares of Series J Preferred Stock, the
Liberty Party that is the transferor shall obtain from the transferee a written
agreement (of which the Company shall be a beneficiary) to cast all votes which
such transferee is entitled to cast on the election of directors pursuant to
Section 12(b) of the Certificate of Designations in a manner consistent with
this Section 4.04, only for the director nominees for which the Liberty Parties
holding shares of Series J Preferred Stock vote and otherwise comply with this
Section 4.04.

SECTION 4.05. Observer Rights. Each director elected pursuant to
Section 12(b) of the Certificate of Designations shall be entitled to attend
meetings of the standing committees of the Board as a non-voting observer,
subject to compliance with the applicable rules of the New York Stock Exchange.

SECTION 4.06. Survival of Rights and Obligations upon a Spin-Off. (a)
If, in the event of a Distribution Transaction (as defined in the Certificate of
Designations) any Investor at the time of such Distribution Transaction elects
to receive Mirror Preferred Stock and Exchange Preferred Stock (each as defined
in the Certificate of Designations) pursuant to Section 10(c)(iii) of the
Certificate of Designations, the Distributed Entity (as defined in the
Certificate of Designations) and such Investor shall concurrently enter into an
agreement (a “Mirror Agreement“) which shall provide for substantially
identical rights and obligations with respect to such Investor and the
Distributed Entity as were provided and in effect in this Agreement with respect
to such Investor and the Company immediately prior to the Distribution
Transaction, including the rights set forth in Sections 4.01, 4.03 and 4.04 and
Article V of this Agreement. Such Mirror Agreement will be in a form
substantially similar to this Agreement with such adjustments and changes
thereto, such as with respect to the company and stock names and the minimum
threshold for the exercise of a demand request under Section 5.01, which are
necessary to preserve the rights and obligations intended to be provided
thereby. To the extent that such Investor153s rights under this Agreement were
based upon its ownership of a minimum number of shares of Series J Preferred
Stock (including, for the avoidance of doubt, those rights pursuant to Sections
4.01, 4.03 and 4.04), such rights will be continued in such Mirror Agreement and
the minimum number of shares of Mirror Preferred Stock required to exercise any
equivalent rights thereunder will be appropriately adjusted based upon, among
other facts, such Investor153s ownership of Series J Preferred Stock immediately
prior to the Distribution Transaction and reflecting the exchange of such
minimum number of shares of Series J Preferred Stock for Mirror Preferred Stock
and Exchange Preferred Stock (e.g., if an Investor is required to beneficially
own at least 102,000 shares of Series J Preferred Stock to exercise a right
hereunder, in order to exercise such right under such Mirror Agreement such
Investor will be required to beneficially own at least the amount of Mirror
Preferred Stock that such Investor would have received if it had elected
pursuant to Section 10(c)(iii) of the Certificate of Designations to exchange
102,000 shares of Series J Preferred Stock). Each Mirror Agreement will further
provide that the running of any then applicable time periods (other than those
with respect to the Effectiveness Period of a registration statement under
Article V) pursuant to the terms of this Agreement shall be tacked for purposes
of the corresponding time periods in the Mirror Agreement. In addition,
concurrently with the entry into such Mirror Agreement, this Agreement shall be
amended with respect to such Investor to reflect any adjustments and changes
thereto, such as with respect to the minimum threshold for the exercise of a
demand request under Section 5.01, which are necessary, following the issuance
of the Exchange Preferred Stock, to preserve the rights and obligations provided
in this Agreement immediately prior to the Distribution Transaction. For the
avoidance of doubt, the obligations of each of the Distributed Entity and the
Company, including with respect to the number of demand registrations which each
of the Distributed Entity or the Company must effect, and the rights of any
Investor that receives Mirror Preferred Stock and Exchange Preferred Stock,
including with respect to its proportional representation on the board of
directors of each of the Distributed Entity and the Company, if applicable,
shall not be enlarged, increased or otherwise made greater with respect to
either the Distributed Entity or the Company than those which existed
immediately prior to the Distribution Transaction, subject to the replication of
such rights and obligations with respect to the Distributed Entity as is
contemplated by the Mirror Agreement.

(b) If any Investor holds Registrable Securities at the time of a
Distribution Transaction (but does not then own shares of Series J Preferred
Stock), the Distributed Entity and such Investor shall enter into an agreement
(a “Limited Mirror Agreement“) which will provide for substantially
identical rights and obligations with respect to such Investor and the
Distributed Entity as were provided and in effect in this Agreement with respect
to such Investor and the Company immediately prior to the Distribution
Transaction, including the rights set forth in Section 4.01(b), if applicable,
and Article V of this Agreement. Such Limited M irror Agreement will be in a
form substantially similar to this Agreement with such adjustments and changes
thereto, such as with respect to the company and stock names and the minimum
threshold for the exercise of a demand request under Section 5.01, which are
necessary to preserve the rights and obligations intended to be provided
thereby. To the extent that such Investor153s rights under this Agreement were
based upon its ownership of a minimum number of shares of Company Common Stock
(including, for the avoidance of doubt, those rights pursuant to Sections
4.01(b)), such rights will be continued in such Limited Mirror Agreement and the
minimum number of shares of Company Common Stock required to exercise any rights
thereunder will be appropriately adjusted based upon, among other facts, such
Investor153s ownership of Company Common Stock immediately prior to the
Distribution Transaction and reflecting ownership of the number of securities of
such Distributed Entity that were received in such Distribution Transaction by a
holder of such minimum number of shares of Company Common Stock. Such Limited
Mirror Agreement will further provide that the running of any then applicable
time period (other than those with respect to the Effectiveness Period of a
registration statement under Article V) of this Agreement shall be tacked for
purposes of the corresponding time periods in such agreement. For the avoidance
of doubt, the obligations of the Distributed Entity, including with respect to
the number of demand registrations which the Distributed Entity must effect, and
the rights of any Investor shall not be enlarged, increased or otherwise made
greater with respect to the Distributed Entity than those which existed
immediately prior to the Distribution Transaction, subject to the replication of
such rights and obligations with respect to the Distributed Entity as is
contemplated by the Limited Mirror Agreement.

SECTION 4.07. NDA. Paragraph 12 of the Confidentiality Agreement shall
terminate as of the date hereof and be of no further force and effect.

ARTICLE V

Registration Rights

SECTION 5.01. Demand Offering. (a) Subject to the terms and conditions
of this Agreement, at any time following the Holding Period, the Investor may
request the Company to register under the Securities Act all or any portion of
the shares of Registrable Securities held by the Investor for sale in the manner
specified in such notice, provided that the aggregate offering price, as such
amount is determined on the cover page of the registration statement, shall not
be less than $50,000,000. Such request shall specify the intended method of
disposition thereof by the Investor, including whether (i) the registration
requested is for an underwritten offering and (ii) the registration statement
covering such Registrable Securities shall be on Form S-3 (subject to Section
5.01(c)). If the Company is requested to file a registration on Form S-3 and the
Company is then ASR Eligible, the Company shall use commercially reasonable
efforts to cause the registration statement to be an ASRS. In the event that any
registration pursuant to this Section 5.01 shall be, in whole or in part, an
underwritten public offering of Company Common Stock, the number of shares of
Registrable Securities to be included in such an underwriting may be reduced if
and to the extent that the managing underwriter shall be of the opinion that
such inclusion would adversely affect the marketing of the securities to be sold
by the Company therein (an “Underwriter Cutback“). The Investor may
revoke a request pursuant to this Section 5.01 prior to the effective date of
the corresponding registration statement; provided, that such request
shall count as one of the Investor153s demand requests referred to in Section
5.01(b) unless the Investor reimburses the Company for all out-of-pocket
expenses (including Registration Expenses) incurred by the Company relating to
such registration statement; provided, further, if the Investor
revokes a demand pursuant to this Section 5.01(a) within 24 hours after notice
in writing to Investor of an Underwriter Cutback, (a) such request shall not
count as one of its demand requests pursuant to Section 5.01(b) and (b) the
Investor will not be responsible to reimburse the Company for any of its
out-of-pocket expenses, including Registration Expenses.

(b) Following receipt of any notice under this Section 5.01, the Company
shall use commercially reasonable efforts to register under the Securities Act,
for public sale in accordance with the method of disposition specified in such
notice from the Investor, the number of shares of Registrable Securities
specified in such notice. If such method of disposition shall be an underwritten
public offering, the Investor may designate the managing underwriter or
co-managing underwriter of such offering, subject to the approval of the
Company, which approval shall not be unreasonably withheld or delayed. The
Investor shall have three demand registrations pursuant to this Section 5.01;
provided, however, that the Company shall not be obligated to
effect more than one such registration in any 180-day period; provided,
further, that such obligation shall be deemed satisfied only when a
registration statement covering all shares of Registrable Securities specified
in notices received as aforesaid, for sale in accordance with the method of
disposition specified by the Investor, shall have become effective and, (i) if
such method of disposition is a firm commitment underwritten public offering,
all such shares shall have been sold pursuant thereto and (ii) in any other
case, such registration statement shall have remained effective throughout the
Effectiveness Period.

(c) From and after the date hereof, the Company shall use its commercially
reasonable efforts to qualify under the provisions of the Securities Act, and
thereafter, to continue to qualify at all times, for registration on Form S-3 or
any successor thereto. Demand registrations pursuant to this Section 5.01 shall
be on Form S-3 or any similar short-form registration statement, if available.
In the event the Company fails to qualify, the Company shall be required to
effect demand registrations pursuant to this Section 5.01 on Form S-1 or any
successor thereto to the same extent as the Company would be required to effect
demand registrations on Form S-3.

(d) Notwithstanding anything to the contrary contained in this Agreement, the
Company shall be entitled, by providing written notice to the Investor, to
require the Investor to suspend the use of the prospectus for sales of
Registrable Securities under the registration statement for a reasonable period
of time not to exceed 60 consecutive days or 120 days in the aggregate in any
12-month period (a “Suspension Period“) if the Board determines that such
use would (i) require the public disclosure of material non-public information
concerning any transaction or negotiations involving the Company that would
materially interfere with such transaction or negotiations or (ii) otherwise
materially interfere with financing plans, acquisition activities or business
activities of the Company, provided, that, if at the time of receipt of
such notice the Investor shall have sold Registrable Securities (or have signed
a firm commitment underwriting agreement with respect to the purchase of such
shares) and the reason for the Suspension Period is not of a nature that would
require a post-effective amendment to the Registration Statement, then the
Issuer shall use its commercially reasonable efforts to take such action as to
eliminate any restriction imposed by federal securities laws on the timely
delivery of such shares. Immediately upon receipt of such notice, the Investor
shall discontinue the disposition of Registrable Securities under such
registration statement and prospectus relating thereto until such Suspension
Period is terminated. The Company agrees that it will terminate any such
Suspension Period as promptly as reasonably practicable and will promptly notify
the Investor of such termination. After the expiration of any Suspension Period
and without any further request from the Investor, the Company shall as promptly
as reasonably practicable prepare a post-effective amendment or supplement to
the registration statement or the prospectus, or any document incorporated
therein by reference, or file any other required document so that, as thereafter
delivered to purchasers of the Registrable Securities included therein, the
prospectus will not include an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading. If a Suspension
Period occurs during the Effectiveness Period for a registration statement, such
Effectiveness Period shall be extended for a number of days equal to the total
number of days during which the distribution of Registrable Securities is
suspended under this Section 5.01(d). If the Company notifies the Investor of a
Suspension Period with respect to a registration statement requested pursuant to
Section 5.01 that has not yet been declared effective, (i) the Investor may by
notice to the Company withdraw such request without such request counting as one
of the Investor153s demand requests under Section 5.01(b) and (ii) the Investor
will be not responsible to reimburse the Company for any of its out-of-pocket
expenses, including Registration Expenses.

(e) The Company shall be entitled to include in any registration statement
referred to in this Section 5.01, for sale in accordance with the method of
disposition specified by the Investor, shares of Company Common Stock to be sold
by the Company for its own account (to the extent that the inclusion of such
shares by the Company shall not adversely affect the offering), and shall not,
without the prior consent of the Investor, be entitled to include shares held by
any persons other than the Investor and its Affiliates. The Registrable
Securities of the Investor shall have priority for inclusion in any firm
commitment underwritten offering, ahead of all Registrable Securities held by
other holders included in such offering, in any Underwriter Cutback.

SECTION 5.02. Piggyback Registration. Subject to the terms and
conditions of this Agreement, if the Company at any time following the Holding
Period (other than pursuant to Section 5.01) proposes to register any of its
securities under the Securities Act for sale to the public, whether for its own
account or for the account of other security holders or both (except with
respect to registration statements on Forms S-4, S-8 or another form not
available for registering the Registrable Securities for sale to the public),
each such time it will give prompt written notice to the Investor of its
intention to do so (such notice to be given not less than 10 Business Days prior
to the anticipated filing date of the related registration statement). Upon the
written request of the Investor, received by the Company within 10 Business Days
after the giving of any such notice by the Company, to register any of its
Registrable Securities, the Company will use commercially reasonable efforts to
cause the Registrable Securities as to which registration shall have been so
requested to be included in the securities to be covered by the registration
statement proposed to be filed by the Company, all to the extent required to
permit the sale or other disposition by the Investor or its Affiliates of such
Registrable Securities so registered. In the event that any registration
pursuant to this Section 5.02 shall be, in whole or in part, an underwritten
public offering of Company Common Stock, the number of shares of Registrable
Securities to be included in such an underwriting may be reduced pursuant to an
Underwriter Cutback. In the event that the managing underwriter or co-managing
underwriters on behalf of all underwriters limits the number of shares to be
included in a registration pursuant to this Section 5.02, or shall otherwise
require a limitation of the number of shares to be included in the registration,
then the Company will include in such registration (i) first, securities
proposed by the Company to be sold for its own account and (ii) second, shares
of Registrable Securities requested to be included by the Investor pursuant to
this Section 5.02 and securities requested to be included by any other holders
of Registrable Securities, pro rata, based on the number of Registrable
Securities beneficially owned by the Investor and each such other holder of
Registrable Securities. Notwithstanding the foregoing provisions, the Company
may withdraw any registration statement referred to in this Section 5.02 without
thereby incurring any liability to the Investor or its Affiliates.

SECTION 5.03. Expenses of Registration. Except as specifically
provided for in this Agreement, all Registration Expenses incurred in connection
with any registration, qualification or compliance hereunder shall be borne by
the Company. All Selling Expenses incurred in connection with any registration
hereunder shall be borne by the Investor. The Company shall not, however, be
required to pay for expenses of any registration proceeding begun pursuant to
Section 5.01, the request for which has been subsequently withdrawn by the
Investor (i) unless the withdrawal is based upon material adverse information
concerning the Company that the Company had not publicly disclosed in a report
filed with or furnished to the SEC at least 48 hours prior to the request or
(ii) except as specifically provided in Section 5.01.

SECTION 5.04. Procedures for Registration. If and whenever the Company
is required by the provisions of Sections 5.01 or 5.02 to use commercially
reasonable efforts to effect the registration of any shares of Registrable
Securities under the Securities Act, the Company will, as expeditiously as
possible:

(a) Prepare and promptly file with the SEC a registration statement with
respect to such securities and use commercially reasonable efforts to cause such
registration statement to become and remain effective for the period of the
distribution contemplated thereby (determined as hereinafter provided);

(b) Prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration statement effective for the period specified
in paragraph (a) above and comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities covered by such
registration statement in accordance with the Investor153s or its Affiliates153
intended method of disposition set forth in such registration statement for such
period;

(c) Furnish to the Investor and the underwriters such number of copies of the
registration statement and the prospectus included therein (including each
preliminary prospectus) as such persons reasonably may request in order to
facilitate the public sale or other disposition of the Registrable Securities
covered by such registration statement;

(d) Use commercially reasonable efforts to register or qualify the
Registrable Securities covered by such registration statement under the
securities or “blue sky” laws of such jurisdictions as the Investor or, in the
case of an underwritten public offering, the managing underwriter reasonably
shall request; provided, however, that the Company shall not for
any such purpose be required to qualify generally to transact business as a
foreign corporation in any jurisdiction where it is not so qualified or to
consent to general service of process in any such jurisdiction;

(e) Use commercially reasonable efforts to list the Registrable Securities
covered by such registration statement with any securities exchange on which the
Company Common Stock is then listed;

(f) Provide a transfer agent and registrar for all such Registrable
Securities not later than the effective date of such registration statement;

(g) Immediately notify the Investor, at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, of the happening
of any event as a result of which the prospectus contained in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing, and at the request of the Investor prepare and furnish to the Investor
a reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in
the light of the circumstances then existing;

(h) If the offering is underwritten and at the request of the Investor, use
commercially reasonable efforts to furnish on the date that Registrable
Securities are delivered to the underwriters for sale pursuant to such
registration: (i) an opinion dated such date of counsel representing the Company
for the purposes of such registration, addressed to the underwriters and to the
Investor, stating that such registration statement has become effective under
the Securities Act and that (A) to the knowledge of such counsel, no stop order
suspending the effectiveness thereof has been issued and no proceedings for that
purpose have been instituted or are pending or contemplated under the Securities
Act and (B) the registration statement, the related prospectus and each
amendment or supplement thereof comply as to form in all material respects with
the requirements of the Securities Act (except that such counsel need not
express any opinion as to financial statements or financial or statistical data
contained therein) and (ii) a letter dated such date from the independent public
accountants retained by the Company, addressed to the underwriters and to the
Investor, stating that they are independent public accountants within the
meaning of the Securities Act and that, in the opinion of such accountants, the
financial statements of the Company included in the registration statement or
the prospectus, or any amendment or supplement thereof, comply as to form in all
material respects with the applicable accounting requirements of the Securities
Act, and such letter shall additionally cover such other financial matters
(including information as to the period ending no more than five Business Days
prior to the date of such letter) with respect to such registration as such
underwriters or the Investor may reasonably request;

(i) Use commercially reasonable efforts to cooperate with the Investor and
its Affiliates in the disposition of the Registrable Securities covered by such
registration statement;

(j) In connection with the preparation and filing of each registration
statement registering Registrable Securities under the Securities Act, and
before filing any such registration statement or any other document in
connection therewith, give reasonable consideration to the inclusion in such
documents of any comments reasonably and timely made by the Investor or any of
its legal counsel; participate in and make documents available for the
reasonable and customary due diligence review of underwriters during normal
business hours, on reasonable advance notice and without undue burden or
hardship on the Company; provided that (i) any party receiving
confidential materials shall execute a confidentiality agreement on customary
terms if reasonably requested by the Company and (ii) the Company may in its
sole discretion restrict access to competitively sensitive or legally privileged
documents or information; and

(k) Otherwise use commercially reasonable efforts to comply with the
Securities Act, the Exchange Act and any other applicable rules and regulations
of the SEC and reasonably cooperate with the Investor in the disposition of its
Registrable Securities in accordance with the terms of this Agreement. Such
cooperation shall include the endorsement and transfer of any certificates
representing Registrable Shares (or a book-entry transfer to similar effect)
transferred in accordance with this Agreement.

For purposes of Sections 5.04(a) and 5.04(b) and of Section 5.01(d), the
period of distribution of Registrable Securities in a firm commitment
underwritten public offering shall be deemed to extend until each underwriter
has completed the distribution of all securities purchased by it, and the period
of distribution of Registrable Securities in any other registration shall be
deemed to extend until the earlier of the sale of all Registrable Securities
covered thereby and 90 days after the effective date thereof (the
“Effectiveness Period“). In connection with each registration hereunder,
the Investor and its Affiliates will timely furnish to the Company in writing
such information with respect to themselves and the proposed distribution by
them as reasonably shall be necessary in order to assure compliance with federal
and applicable state securities laws. In connection with each registration
pursuant to Sections 5.01 or 5.02 covering an underwritten public offering or a
Hedging Transaction, the Company and the Investor agree to enter into customary
agreements (including an underwriting or similar agreement) with the managing
underwriter or co-managing underwriters selected in the manner herein provided
or the Hedging Counterparty, as the case may be, in such form and containing
such provisions as are customary in the securities business for such an
arrangement between such underwriter or Hedging Counterparty and companies of
the Company153s size and investment stature.

The Company will use commercially reasonable efforts to make available to its
security holders, as promptly as reasonably practicable, an earnings statement
(which need not be audited) covering the period of 12 months commencing upon the
first disposition of Registrable Securities pursuant to a registration
statement, which earnings statement shall satisfy the provisions of Section
11(a) of the Securities Act and Rule 158 of the SEC promulgated thereunder.

SECTION 5.05. Suspension of Sales. (a) Upon receipt of notice from the
Company pursuant to Section 5.04(g), the Investor shall immediately discontinue
disposition of Registrable Securities pursuant to the applicable registration
statement and prospectus relating thereto until the Investor (i) has received
copies of a supplemented or amended prospectus or prospectus supplement pursuant
to Section 5.04(g) or (ii) is advised in writing by the Company that the use of
the prospectus and, if applicable, prospectus supplement may be resumed, and, if
so directed by the Company, the Investor shall deliver to the Company (at the
Company153s expense) all copies, other than permanent file copies then in the
Investor153s possession, of the prospectus and, if applicable, prospectus
supplement covering such Registrable Securities current at the time of receipt
of such notice. If the Company shall give such notice with regards to any
registration statement requested pursuant to Section 5.01, the Effectiveness
Period in respect of such registration statement shall be extended by the number
of days during the period from and including the date such notice is given by
the Company to the date when the Company shall have (i) made available to the
Investor a supplemented or amended prospectus or prospectus supplement pursuant
to Section 5.04(g) or (ii) advised the Investor in writing that the use of the
prospectus and, if applicable, prospectus supplement may be resumed.

(b) Notwithstanding anything to the contrary in this Agreement, during any
Scheduled Black-out Period the Investor shall immediately suspend or discontinue
disposition of Registrable Securities until the termination of such Scheduled
Black-out Period; provided that (i) a Scheduled Black-out Period shall
not prevent the Investor from making any demand under Section 5.01 or electing
to participate in any piggyback registration under Section 5.02 or relieve the
Company from its obligation to file (but not its obligation to cause to be
declared effective) a registration statement pursuant to this Agreement and (ii)
a Scheduled Black-out Period shall not apply to the Investor in any piggyback
registration under Section 5.02 to the extent the Company has waived the
Scheduled Black-out Period with respect to any registered offering of
Registrable Securities for its own account or for the account of any other
person, which offering gives rise to such piggyback registration. The
Effectiveness Period in respect of any registration statement requested pursuant
to Section 5.01 shall be extended by the number of days included in any
Scheduled Black-out Period.

SECTION 5.06. Free Writing Prospectuses. The Investor shall not use
any “free writing prospectus” (as defined in Rule 405 under the Securities Act)
in connection with the sale of Registrable Securities without the prior written
consent of the Company; provided that the Investor may use any free
writing prospectus prepared and distributed by the Company.

SECTION 5.07. Indemnification. (a) Notwithstanding any termination of
this Agreement, the Company shall indemnify and hold harmless (including the
advancement of expenses (subject to customary reimbursement agreements),
including expenses related to the investigation of any Claim and reasonable
fees, expenses and disbursements of attorneys and other professionals, incurred
prior to any assumption of the defense of such Claim by the Company) the Liberty
Parties and their respective Affiliates, and each of their respective officers,
directors, employees, agents, partners, members, stockholders, Representatives
and Affiliates, and each person or entity, if any, that controls a Liberty Party
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act and the officers, directors, employees, agents and employees of
each such controlling person (each, a “Liberty Indemnified Person“)
against any and all losses, claims, damages, actions, liabilities, costs and
expenses (including expenses related to the investigation of any Claim and
reasonable fees, expenses and disbursements of attorneys and other
professionals) (collectively, “Losses“), arising out of, directly or
indirectly resulting from, or relating to any Claim instituted, commenced or
brought by any Governmental Entity, stockholder of the Company or any other
person (other than (i) a Claim by any Liberty Party or any Affiliate of any
Liberty Party (except in the case of any action to enforce its rights under this
Section 5.07) or (ii) a direct Claim by the Company and its Subsidiaries (for
the avoidance of doubt, a derivative Claim brought by or on behalf of the
Company or its Subsidiaries is not such a direct Claim)) based on, resulting
from, or relating to this Agreement or the transactions contemplated by this
Agreement and enforcement of this Section 5.07, except that the Company will not
be required to indemnify any Liberty Indemnified Person for Losses resulting
from its gross negligence, willful misconduct or willful and material breach of
this Agreement.

(b) Notwithstanding any termination of this Agreement, the Company shall
indemnify and hold harmless each Investor and its Affiliates and each of their
respective officers, directors, employees, agents, partners, members,
stockholders, Representatives and Affiliates, and each person or entity, if any,
that controls the Investor within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act and the officers, directors, employees,
agents and employees of each such controlling person (each, an “Investor
Indemnified Person“) against any and all Losses arising out of, resulting
from, or based upon any untrue or alleged untrue statement of material fact
contained or incorporated by reference in any registration statement, including
any preliminary prospectus or final prospectus contained therein (or any
documents incorporated therein by reference) or any amendments or supplements
thereto or contained in any “issuer free writing prospectus” (as such term is
defined in Rule 433 under the Securities Act) prepared by the Company or
authorized by it in writing for use by such Investor or any amendment or
supplement thereto; or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided that the Company shall not be liable to such
Investor Indemnified Person in any such case to the extent that any such Loss
arises out of or is based upon (i) an untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement,
including any such preliminary prospectus or final prospectus contained therein
or any such amendments or supplements thereto or contained in any issuer free
writing prospectus prepared by the Company or authorized by it in writing for
use by the Investor or any amendment or supplement thereto, in reliance upon and
in conformity with information regarding such Investor Indemnified Person or its
plan of distribution or ownership interests which such Investor Indemnified
Person furnished in writing to the Company for use in connection with such
registration statement, including any such preliminary prospectus or final
prospectus contained therein or any such amendments or supplements thereto or
contained in any issuer free writing prospectus, (ii) offers or sales effected
by or on behalf such Investor Indemnified Person “by means of” (as defined in
Securities Act Rule 159A) a “free writing prospectus” (as defined in Securities
Act Rule 405) that was not prepared by the Company or authorized in writing by
the Company, or (iii) the failure to deliver or make available to a purchaser of
Registrable Securities a copy of any preliminary prospectus, pricing information
or final prospectus contained in the applicable registration statement or any
amendments or supplements thereto (to the extent the same is required by
applicable Law to be delivered or made available to such purchaser at the time
of sale or contract); provided that the Company shall have delivered to
the Investor such preliminary prospectus or final prospectus contained in the
applicable registration statement and any amendments or supplements thereto
pursuant to Section 5.04(c) no later than the time of contract of sale in
accordance with Rule 159 under the Securities Act. Reimbursements payable
pursuant to the indemnification contemplated by this Section 5.07(a) will be
made by periodic payments during the course of any investigation or defense, as
and when bills are received or expenses incurred.

(c) Notwithstanding any termination of this Agreement, each Investor named as
a selling stockholder in a registration statement pursuant to this Article V
shall indemnify and hold harmless the Company and its officers, directors,
employees, agents, Representatives and Affiliates and each person or entity, if
any, that controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act and the officers, directors,
employees, agents and employees of each such controlling person against any and
all Losses arising out of or based upon any untrue or alleged untrue statement
of material fact contained in any registration statement, including any
preliminary prospectus or final prospectus contained therein or any amendments
or supplements thereto (or any documents incorporated therein by reference) or
contained in any “issuer free writing prospectus” (as such term is defined in
Rule 433 under the Securities Act), or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, but only to the extent, that such untrue statements or
omissions are based solely upon information furnished in writing to the Company
by such Investor expressly for use therein. Reimbursements payable pursuant to
the indemnification contemplated by this Section 5.07(c) will be made by
periodic payments during the course of any investigation or defense, as and when
bills are received or expenses incurred.

(d) If any Claim shall be brought or asserted against any person entitled to
indemnity hereunder (an “Indemnified Party“), such Indemnified Party
shall promptly notify the person from whom indemnity is sought (the
“Indemnifying Party“) in writing; provided that the failure of any
Indemnified Party to give such notice shall not relieve the Indemnifying Party
of its obligations or liabilities pursuant to this Section 5.07, except to the
extent that such failure shall have materially prejudiced the Indemnifying
Party. In case any such Claim is brought against an Indemnified Party and such
Indemnified Party seeks or intends to seek indemnity from an Indemnifying Party,
the Indemnifying Party will be entitled to participate in, and to the extent
that it shall elect, promptly after receiving the aforesaid notice from such
Indemnified Party, assume the defense in such proceeding, including (x) in the
case of an indemnification claim pursuant to Sections 5.07(b) or (c), the
employment of counsel reasonably satisfactory to the Indemnified Party, (y) in
the case of an indemnification claim pursuant to Section 5.07(a), the employment
of counsel chosen by the Indemnified Party reasonably satisfactory to the
Indemnifying Party, and (z) the payment of all fees and expenses incurred in
connection with such defense. An Indemnified Party shall have the right to
employ separate counsel in any such proceeding and to participate in the defense
of such proceeding, but the fees and expenses of such counsel shall be at the
expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party
has agreed in writing to pay such fees and expenses; (ii) the Indemnifying Party
shall have failed promptly to assume the defense of such proceeding and to
employ counsel (in accordance with this Section 5.07(d)) reasonably satisfactory
to such Indemnified Party in any such proceeding; or (iii) the named parties to
any such proceeding (including any impleaded parties) include both such
Indemnified Party and the Indemnifying Party, and such Indemnified Party shall
have been advised by counsel that representation of both such Indemnified Party
and the Indemnifying Party by the same counsel would be inappropriate because of
an actual conflict of interest between the Indemnifying Party and such
Indemnified Party (in which case, if such Indemnified Party notifies the
Indemnifying Party in writing that it elects to employ separate counsel at the
expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense thereof and such counsel shall be at the expense of
the Indemnifying Party); provided that the Indemnifying Party shall not
be liable for the fees and expenses of more than one separate firm of attorneys
(in addition to one local counsel in each jurisdiction) at any time for all
Indemnified Parties. The Indemnifying Party shall not be liable for any
settlement of any such proceeding effected without its written consent, which
consent shall not be unreasonably withheld, but if settled with such consent, or
if there be a final judgment for the plaintiff, the Indemnifying Party shall
indemnify and hold harmless the Indemnified Party from and against any Loss (to
the extent stated above) by reason of such settlement or judgment. No
Indemnifying Party shall, without the prior written consent of the Indemnified
Party (which consent shall not be unreasonably withheld, conditioned or delayed
so long as the Indemnifying Party has complied, and continues to comply, with
all of its covenants and obligations under this Agreement), effect any
settlement of any pending proceeding in respect of which any Indemnified Party
is a party, unless such settlement (x) includes an unconditional release of such
Indemnified Party from all liability on claims that are the subject matter of
such proceeding and (y) does not result in any limitation or restriction upon
any Investor153s exercise of all rights, privileges and preferences applicable to
it as a holder of Series J Preferred Stock (or the shares of Company Common
Stock issuable upon conversion thereof) and its rights under this Agreement.
Notwithstanding the foregoing, the parties acknowledge and agree that to the
extent a Claim is made against any Liberty Indemnified Person which may be
indemnifiable pursuant to Section 5.07(a), the Liberty Indemnified Person will
be entitled to retain its regular outside counsel to review and produce
documents, electronic files and other materials in response to document requests
in connection with any Claim for which a Liberty Indemnified Person may be
entitled to indemnification pursuant to Section 5.07(a), and make determinations
with respect to and prosecute issues related to confidential information of the
Liberty Indemnified Persons. The Company will pay directly the reasonable fees
and expenses of such counsel in connection with any such Claim.

(e) If the indemnification provided for in Sections 5.07(b) or 5.07(c) is
unavailable to an Indemnified Party with respect to any Losses, or is
insufficient to hold the Indemnified Party harmless as contemplated therein
(other than pursuant to the exceptions to indemnification provided for in
Sections 5.07(b) or 5.07(c)) then the Indemnifying Party, in lieu of
indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such Losses in such proportion
as is appropriate to reflect the relative fault of the Indemnified Party, on the
one hand, and the Indemnifying Party, on the other hand, in connection with the
statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. The relative fault of the Indemnifying Party,
on the one hand, and of the Indemnified Party, on the other hand, shall be
determined by reference to, among other factors, whether the untrue or alleged
untrue statement of a material fact or omission to state a material fact relates
to information supplied by the Indemnifying Party or by the Indemnified Party
and the parties153 relative intent, knowledge, access to information concerning
the matter with respect to which the claim was asserted and opportunity to
correct or prevent such statement or omission. The Company and each Investor
agree that it would not necessarily be just and equitable if the amount of
contribution pursuant to this Section 5.07(e) were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in this Section 5.07(e). No Indemnified
Party guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from an
Indemnifying Party not guilty of such fraudulent misrepresentation.
Notwithstanding the foregoing, no Investor Indemnified Person shall be required
to contribute any amount in excess of the amount by which the total price at
which the Registrable Securities sold by Investor under the relevant
registration statement exceeds the amount of any damages that such Investor
Indemnified Person has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission.

(f) If the receipt or accrual of any indemnification payment pursuant to
Section 5.07(a) causes, directly or indirectly, an actual increase in the Taxes
of a Liberty Indemnified Person under one or more applicable Tax laws, Losses
shall be increased by an amount so that, after the payment of any Taxes
(including, for the avoidance of doubt, estimated Taxes) arising, directly or
indirectly, from such payment (including as so increased pursuant to this
Section 5.07(f)), the Liberty Indemnified Person shall have received the same
net amount that such person would have received had the payment not resulted in
such increase in Taxes of the Liberty Indemnified Person. If such increase in
Taxes occurs with respect to but following any indemnification payment made by
the Company to the Liberty Indemnified Person pursuant to Section 5.07(a) or
with respect to but following any payment made by the Company to the Liberty
Indemnified Person pursuant to this Section 5.07(f), then the Company shall
promptly pay the Liberty Indemnified Person the amount of such increase in Taxes
when such Taxes are due and payable by the Liberty Indemnified Person
(including, for the avoidance of doubt, as a result of the payment of any
estimated Taxes). If the increase in Taxes of a Liberty Indemnified Person
described in this Section 5.07(f) is reduced or eliminated after the Liberty
Indemnified Person has received a payment from the Company relating to such
increase in Taxes, the Liberty Indemnified Person shall promptly repay the
Company the reduced or eliminated amount.

If any Losses described in Section 5.07(a) result in an actual Tax loss,
deduction or credit (other than any Tax loss, deduction or credit resulting from
an increase in Tax basis of any asset) in determining the amount of any Taxes,
or if Taxes of a Liberty Indemnified Person arising, directly or indirectly,
from payments received by a Liberty Indemnified Person from the Company pursuant
to Section 5.07(a) and this Section 5.07(f) may be deducted or credited in
determining the amount of any other Taxes (for example, state Taxes that are
permitted to be deducted in determining federal Taxes), required to be paid by
the Liberty Indemnified Person (including, for the avoidance of doubt, estimated
Taxes), Losses shall be decreased by an amount equal to the reduction in Taxes
of the Liberty Indemnified Person resulting from such loss, deduction or credit.
If such reduction in Taxes of the Liberty Indemnified Person occurs with respect
to but following any indemnification payment made by the Company to the Liberty
Indemnified Person pursuant to Section 5.07(a) or with respect to but following
any payment made by the Company to the Liberty Indemnified Person pursuant to
this Section 5.07(f), then the Liberty Indemnified Person shall promptly repay
the Company the amount of such reduction when the decrease in Taxes resulting
from such loss, deduction or credit is actually realized (including, for the
avoidance of doubt, in connection with the payment of any estimated Taxes). If
the Tax benefit resulting from a Tax loss, deduction or credit of a Liberty
Indemnified Person described in this Section 5.07(f) is reduced or eliminated
after such Tax benefit was taken into account in determining amounts paid
pursuant to Section 5.07(a) or this Section 5.07(f), then the Company shall
promptly pay the Liberty Indemnified Person the reduced or eliminated amount.

Any increase or decrease in Taxes for any period (including, for the
avoidance of doubt, estimated Taxes) of a Liberty Indemnified Person shall be
determined on a “with and without” basis, by comparing the Taxes actually
required to be paid for such period with the item of income, gain, loss,
deduction or credit taken into account to the amount that would be so required
to be paid without such item.

SECTION 5.08. Lock-up Agreement; Agreement to Furnish Information.
(a) The Investor agrees that it will not Transfer or otherwise make any short
sale of, grant any option for the purchase of, or enter into any new hedging or
similar transaction with the same economic effect as a sale with respect to,
including a sale pursuant to Rule 144 under the Securities Act, any Company
Common Stock (or other securities of the Company) held by the Investor (other
than those included in the registration) for a period specified by the
Representatives of the managing underwriters or co-managing underwriters of
Company Common Stock (or other securities of the Company convertible into
Company Common Stock) not to exceed 10 days prior and 120 days following any
registered public sale of securities by the Company in which the Company gave
the Investor an opportunity to participate in accordance with Section 5.02;
provided that executive officers and directors of the Company and other
holders of the Company Common Stock participating in such offering enter into
similar agreements and only as long as and to the extent such persons remain
subject to such agreement (and are not fully released from such agreement) for
such period. The Investor agrees to execute and deliver such other agreements as
may be reasonably requested by the Representatives of the underwriters or
co-managing underwriters which are consistent with the foregoing or which are
necessary to give further effect thereto. In addition, if requested in writing
by the Company or the managing underwriters or co-managing underwriters of
Company Common Stock (or other securities of the Company), the Investor shall
provide such documents and instruments as may be reasonably required by the
Company or such Representative of the managing underwriters in connection with
the filing of a registration statement on the date specified in such writing and
the completion of any public offering of the Registrable Securities pursuant to
this Agreement (including a questionnaire, custody agreement, power of attorney,
lock-up letter and underwriting agreement (the “Requested
Information“)). If the Company has not received, on or before the second
Business Day before the specified filing date, the Requested Information from
the Investor (provided the written request therefor is received by the
Investor not less than seven Business Days before the filing date, the Company
may file the registration statement without including Registrable Securities of
such Investor. The failure to so include in any registration statement the
Registrable Securities of the Investor (with regard to that registration
statement) shall not in and of itself result in any liability on the part of the
Company to the Investor.

SECTION 5.09. Rule 144 Reporting. With a view to making available to
the Investor the benefits of certain rules and regulations of the SEC which may
permit the sale of the Registrable Securities that are shares of Company Common
Stock to the public without registration, the Company agrees to use its
commercially reasonable efforts to: (i) make and keep public information
available, as those terms are understood and defined in Rule 144 under the
Securities Act or any similar or analogous rule promulgated under the Securities
Act, at all times after the effective date of this Agreement; (ii) file with the
SEC, in a timely manner, all reports and other documents required of the Company
under the Exchange Act; and (iii) so long as the Investor owns any Registrable
Securities, furnish to the Investor forthwith upon request: a written statement
by the Company as to its compliance with the reporting requirements of Rule 144
under the Securities Act, and of the Exchange Act; a copy of the most recent
annual or quarterly report of the Company; and such other reports and documents
as the Investor may reasonably request in availing itself of any rule or
regulation of the SEC allowing it to sell any such Company Common Stock without
registration.

SECTION 5.10. Registration in connection with Hedging Transaction.
(a) Subject to Section 4.02(b) and this Article V, the Company acknowledges that
from time to time the Investor may seek to enter into one or more Hedging
Transactions with a Hedging Counterparty. The Company agrees that, in connection
with any proposed Hedging Transaction, if, in the reasonable judgment of counsel
to the Investor (after good faith consultation with counsel to the Company), it
is necessary or desirable to register under the Securities Act sales or
transfers (whether short or long and whether by the Investor or by the Hedging
Counterparty) of Registrable Securities or (by the Hedging Counterparty) other
shares of Company Common Stock in connection therewith, then a registration
statement covering Registrable Securities or such other shares of Company Common
Stock may be used in a manner otherwise in accordance with the terms and
conditions of this Agreement to register such sales or transfers under the
Securities Act.

(b) Subject to Section 4.02(b) and this Article V, if, in the circumstances
contemplated by Section 5.10(a), the Investor seeks to register sales or
transfers of Registrable Securities (or the sale or transfer by a Hedging
Counterparty of other shares of Company Common Stock) in connection with a
Hedging Transaction at a time when a Registration Statement covering Registrable
Securities is effective, upon receipt of written notice thereof from the
Investor, the Company shall use commercially reasonable efforts to take such
actions as may reasonably be required to permit such sales or transfers in
connection with such Hedging Transaction to be covered by such effective
Registration Statement in a manner otherwise in accordance with the terms and
conditions of this Agreement, which may include, among other things, the filing
of a prospectus supplement or post-effective amendment including a description
of such Hedging Transaction, the name of the Hedging Counterparty,
identification of the Hedging Counterparty or its Affiliates as underwriters or
potential underwriters, if applicable, and any change to the plan of
distribution contained in the prospectus. Any information regarding a Hedging
Transaction included in a Registration Statement shall be deemed to be
information furnished in writing expressly for use therein by the Investor for
purposes of Section 5.07.

SECTION 5.11. Transfer of Registration Rights. Investor shall have the
right to transfer, by written agreement, any or all of its rights and
obligations granted under this Article V (other than to the extent related to
Section 5.07(a)) to any direct or indirect transferee of its Registrable
Securities (each person to whom such rights and obligations shall have been so
transferred hereunder, a “Permitted Transferee“); provided, (i)
such transferee is, at the time of such transfer, an Affiliate of the Investor
or any person described in clause (i) of Section 4.02(a), or (ii) such
transferee is an “accredited investor” as such term is defined in Rule 501 of
Regulation D promulgated under the Securities Act, and in either such case (x)
such transferee agrees, in writing in form and substance reasonably satisfactory
to the Company, to be bound by the terms and provisions of this Article V, which
shall specify the rights under this Article V being assigned to such Permitted
Transferee (provided that no such assignment shall expand the obligations of the
Company under this Article V) and (y) such transfer of Registrable Securities
shall be effected in compliance with this Agreement. Following any transfer or
assignment made pursuant to this Section 5.11 in connection with the transfer by
the Investor of a portion of its Registrable Securities, the Investor shall
retain all rights under this Agreement with respect to the remaining portion of
its Registrable Securities.

SECTION 5.12. Termination of Registration Rights. This Article V
(other than Section 5.03, Section 5.07 and Section 5.09) will terminate on the
date on which all shares of Company Common Stock subject to this Agreement cease
to be Registrable Securities.

ARTICLE VI

Miscellaneous

SECTION 6.01. Survival. The representations and warranties of the
parties set forth in Article II of this Agreement shall survive until the second
anniversary of the Closing, except that Sections 2.01(a), (b), (c), (e) and (g)
and Sections 2.02(a) and (b) shall survive indefinitely. All of the covenants or
other agreements of the parties contained in this Agreement shall survive until
fully performed or fulfilled.

SECTION 6.02. Amendments, Waivers, etc. This Agreement may be amended
or waived if, and only if, such amendment or waiver is in writing and signed by
the Company and the Investor against whom such amendment or waiver shall be
enforced, and, to the extent such amendment or waiver purports to be enforceable
against any Liberty Party, such amendment or waiver shall also be signed by such
Liberty Party (unless such Investor is itself a Liberty Party, in which case no
further signatures shall be required). The failure of any party hereto to
exercise any right, power or remedy provided under this Agreement or otherwise
available in respect hereof at law or in equity, or to insist upon compliance by
any other party hereto with its obligations hereunder, shall not constitute a
waiver by such party of its right to exercise any such other right, power or
remedy or to demand such compliance.

SECTION 6.03. Counterparts and Facsimile. This Agreement may be
executed in two or more identical counterparts (including by facsimile), each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument, and shall become effective when one or
more counterparts have been signed by each of the parties and delivered (by
telecopy or otherwise) to the other parties.

SECTION 6.04. Specific Enforcement; Governing Law; Submission to
Jurisdiction; Waiver of Jury Trial.

(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT
OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER
JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION
OTHER THAN THE STATE OF DELAWARE.

(b) THE PARTIES ACKNOWLEDGE AND AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN
THE EVENT THAT ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED IN
ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED. IT IS
ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED TO AN INJUNCTION OR
INJUNCTIONS TO PREVENT BREACHES OR THREATENED BREACHES OF THIS AGREEMENT AND TO
ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS OF THIS AGREEMENT IN ANY COURT OF
COMPETENT JURISDICTION, IN EACH CASE WITHOUT PROOF OF DAMAGES OR OTHERWISE (AND
EACH PARTY HEREBY WAIVES ANY REQUIREMENT FOR THE SECURING OR POSTING OF ANY BOND
IN CONNECTION WITH SUCH REMEDY), THIS BEING IN ADDITION TO ANY OTHER REMEDY TO
WHICH THEY ARE ENTITLED AT LAW OR IN EQUITY. THE PARTIES AGREE NOT TO ASSERT
THAT A REMEDY OF SPECIFIC ENFORCEMENT IS UNENFORCEABLE, INVALID, CONTRARY TO LAW
OR INEQUITABLE FOR ANY REASON, NOR TO ASSERT THAT A REMEDY OF MONETARY DAMAGES
WOULD PROVIDE AN ADEQUATE REMEDY. IN ADDITION, EACH OF THE PARTIES HERETO
IRREVOCABLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS ARISING HEREUNDER, OR FOR RECOGNITION
AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT OF THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS ARISING HEREUNDER, BROUGHT BY THE OTHER PARTY HERETO OR ITS
SUCCESSORS OR ASSIGNS SHALL BE BROUGHT AND DETERMINED EXCLUSIVELY IN THE
DELAWARE COURT OF CHANCERY, OR IN THE EVENT (BUT ONLY IN THE EVENT) THAT SUCH
COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION OVER SUCH ACTION OR PROCEEDING,
IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE OR ANOTHER
COURT SITTING IN THE STATE OF DELAWARE. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY SUBMITS WITH REGARD TO ANY SUCH ACTION OR PROCEEDING FOR ITSELF AND
IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, TO THE PERSONAL
JURISDICTION OF THE AFORESAID COURTS AND AGREES THAT IT WILL NOT BRING ANY
ACTION RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT IN ANY COURT OTHER THAN THE AFORESAID COURTS. EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS
A DEFENSE, COUNTERCLAIM OR OTHERWISE, IN ANY ACTION OR PROCEEDING WITH RESPECT
TO THIS AGREEMENT, (1) ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE
JURISDICTION OF THE ABOVE-NAMED COURTS FOR ANY REASON, (2) ANY CLAIM THAT IT OR
ITS PROPERTY IS EXEMPT OR IMMUNE FROM JURISDICTION OF ANY SUCH COURT OR FROM ANY
LEGAL PROCESS COMMENCED IN SUCH COURTS (WHETHER THROUGH SERVICE OF NOTICE,
ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF JUDGMENT,
EXECUTION OF JUDGMENT OR OTHERWISE) AND (3) TO THE FULLEST EXTENT PERMITTED BY
THE APPLICABLE LAW, ANY CLAIM THAT (A) THE SUIT, ACTION OR PROCEEDING IN SUCH
COURT IS BROUGHT IN AN INCONVENIENT FORUM, (B) THE VENUE OF SUCH SUIT, ACTION OR
PROCEEDING IS IMPROPER OR (C) THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF, MAY
NOT BE ENFORCED IN OR BY SUCH COURTS. EACH PARTY HERETO HEREBY IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS IN ANY ACTION, SUIT OR OTHER PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, ON BEHALF OF ITSELF OR ITS PROPERTY, BY U.S.
REGISTERED MAIL TO SUCH PARTY153S RESPECTIVE ADDRESS SET FORTH BELOW, AND NOTHING
IN THIS SECTION 6.04(b) SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

(c) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT,
ACTION, CLAIM OR OTHER PROCEEDING ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS AGREEMENT. EACH PARTY HERETO (1) CERTIFIES THAT NO REPRESENTATIVE OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (2) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVER AND CERTIFICATIONS IN THIS SECTION 6.04(c).

SECTION 6.05. Remedies. The parties agree that, with respect to any
breach of any of the representations and warranties of the Company set forth in
Article II that relates solely to a matter that results in an increase in the
Dividend Rate on the Series J Preferred Stock under Section 3(a)(ii) of the
Certificate of Designations, such increase shall be the sole and exclusive
remedy of the Investor and any Liberty Party under this Agreement or the
Certificate of Designations with respect to such breach; provided that
the foregoing will not affect the Company153s liability for breach of its
covenants and obligations hereunder.

SECTION 6.06. Notices. Any notice required to be given hereunder shall
be sufficient if in writing, and sent by facsimile transmission (provided
that any notice received by facsimile transmission or otherwise at the
addressee153s location on any Business Day after 5:00 p.m. (addressee153s local
time) shall be deemed to have been received at 9:00 a.m. (addressee153s local
time) on the next Business Day), by reliable overnight delivery service (with
proof of service), or hand delivery, addressed as follows:

(a) If to the Company:

Barnes & Noble, Inc.

122 Fifth Avenue

New York, NY 10011

Attention: Eugene V. DeFelice

Vice President, General Counsel & Secretary

Facsimile: 212-463-5683

With a copy to:

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

Attention: Scott A. Barshay, Esq.

Andrew R. Thompson, Esq.

Facsimile: (212) 474-3700

(b) If to the Investor or any Liberty Party:

Liberty GIC, Inc.

12300 Liberty Boulevard

Englewood, CO 80112

Attention: Legal Department

Facsimile: (720) 875-5382

with a copy to:

Baker Botts L.L.P.

30 Rockefeller Plaza

New York, NY 10112

Attention: Frederick H. McGrath

Renee L. Wilm

Facsimile: (212) 408-2501

or to such other address as any person shall specify by written notice so
given, and such notice shall be deemed to have been delivered as of the date so
telecommunicated, personally delivered or scheduled to be received if sent by
overnight delivery service. Any party to this Agreement may notify any other
party of any changes to the address or any of the other details specified in
this paragraph; provided, however, that such notification shall
only be effective on the date specified in such notice or five Business Days
after the notice is given, whichever is later. Rejection or other refusal to
accept or the inability to deliver because of changed address of which no notice
was given shall be deemed to be receipt of the notice as of the date of such
rejection, refusal or inability to deliver.

SECTION 6.07. Entire Agreement, etc. This Agreement (including all
schedules and exhibits hereto), together with the Certificate of Designations,
constitute the entire agreement, and supersede all other prior agreements,
understandings, representations and warranties, both written and oral, between
the parties, with respect to the subject matter hereof and thereof.

SECTION 6.08. Definitions

(a) “2011 Annual Meeting Completion Date” means the date immediately
following the date on which the Company153s annual meeting of stockholders in 2011
is concluded.

(b) “Affiliate” means, with respect to any specified person or entity,
any other person or entity directly or indirectly controlling or controlled by,
or under direct or indirect common control with, such specified person or
entity; provided, that (i) the Company and its Subsidiaries shall not be
deemed to be Affiliates of the Liberty Parties or any of their respective
Affiliates and (ii) none of Expedia, Inc., any of its Affiliates, TripAdvisor,
Inc. or any of its Affiliates, shall be deemed to be Affiliates of any of the
Liberty Parties. For the purposes of this definition, “control“, when
used with respect to any specified person, means the power to direct the
management and policies of such person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the
foregoing.

(d) “ASR Eligible” means the Issuer meets or is deemed to meet the
eligibility requirements to file an ASRS as set forth in General Instruction
I.D. to Form S-3.

(e) “beneficial owner” and “beneficial ownership” and words of
similar import have the meaning assigned to such terms in Rule 13d-3 and Rule
13d-5 promulgated under the Exchange Act and a person153s beneficial ownership of
securities shall be determined in accordance with the provisions of such Rules.

(f) “Business Day” means any weekday that is not a day on which
banking institutions in New York, New York are authorized or required by law,
regulation or executive order to be closed.

(g) “Change of Control” has the meaning set forth in the Certificate
of Designations.

(h) “Claim” means any demand, action, claim, suit, litigation,
arbitration, prosecution, proceeding (including any civil, criminal,
administrative, investigative or appellate proceeding, at law or in equity),
hearing, examination or investigation.

(i) “Company Disclosure Letter” means the letter dated as of the date
of this Agreement delivered by the Company to the Investor.

(j) “Credit Agreement” means the Amended and Restated Credit Agreement
dated as of April 29, 2011, among the Company, the borrowers thereunder, the
guarantors thereunder, Bank of America, N.A., as Administrative Agent,
Collateral Agent and Swing Line Lender, JPMorgan Chase Bank, N.A. and Wells
Fargo Retail Finance, LLC, as Co-Syndication Agents, and Suntrust Bank and
Regions Bank, as Co-Documentation Agents, as amended from time to time in
accordance with the terms thereof.

(k) “Dividend Payment Date” means the last day of each of the
Company153s fiscal quarters in each fiscal year, commencing with the Company153s
current fiscal quarter; provided, however, if any such day is not
a Business Day, then payment of any dividend otherwise payable on that date will
be made on the next succeeding day that is a Business Day, without any interest
or other payment in respect of such delay.

(l) “Dividend Rate” has the meaning set forth in the Certificate of
Designations.

(m) “Dividend Record Date” means the record date for payment of
dividends on the Series J Preferred Stock, which will be the 15th day of the
calendar month of the relevant Dividend Payment Date, or the 15th day of the
prior month if the Dividend Payment is on or before the 15th day of a calendar
month.

(n) “Hedging Counterparty” means a broker-dealer registered under
Section 15(b) of the Exchange Act or an Affiliate thereof or any other financial
institution that routinely engages in Hedging Transactions in the ordinary
course of its business.

(o) “Hedging Transaction” means any transaction, agreement or
arrangement involving a security linked to the Registrable Securities or any
security that would be deemed to be a “derivative security” (as defined in Rule
16a-1(c) under the Exchange Act) with respect to the Registrable Securities or
any transaction (even if not a security) which would (were it a security) be
considered such a derivative security, or which transfers some or all of the
economic risk of ownership of the Registrable Securities, including any forward
contract, equity swap, put or call, put or call equivalent position, collar,
non-recourse loan, sale of exchangeable security or similar transaction or is
otherwise based on the value of the Registrable Securities. For the avoidance of
doubt, the following transactions shall be deemed to be Hedging Transactions:

(i) transactions by the Investor in which a Hedging Counterparty engages in
short sales of Company Common Stock pursuant to a prospectus and may use
Registrable Securities to close out its short position;

(ii) transactions pursuant to which the Investor sells short Company Common
Stock pursuant to a prospectus and delivers Registrable Securities to close out
its short position;

(iii) transactions by the Investor in which the Investor delivers, in a
transaction exempt from registration under the Securities Act, Registrable
Securities to a Hedging Counterparty who may then publicly resell or otherwise
transfer such Registrable Securities pursuant to a prospectus or an exemption
from registration under the Exchange Act;

(iv) a loan or pledge of Registrable Securities to a Hedging Counterparty who
may then sell the loaned shares or, in an event of default in the case of a
pledge, then sell the pledged shares, in each case, in a public transaction
pursuant to a prospectus; and

(v) for purposes of Section 4.02(b), transactions of the type encompassed
within the definition of “Hedging Transaction” undertaken with respect to Series
J Preferred Stock.

(p) “In the Money Securities” means any securities or rights that are
convertible into, or exercisable or exchangeable for, shares of Company Common
Stock (other than the Preferred Shares) at an exercise or conversion price per
share of Company Common Stock that is less than the Closing Price (as defined in
the Certificate of Designations).

(q) “Junior Stock” means the Company Common Stock, the Series I
Preferred Stock, and any other class or series of capital stock of the Company
now existing or hereafter authorized other than the Series J Preferred Stock,
any class or series of Parity Stock, and any class or series of Senior Stock.

(r) “Liberty Distribution Transaction” means any transaction by which
any Liberty Party or any subsidiary of a Liberty Party that owns of record
shares of Series J Preferred Stock, or the shares of Company Common Stock
received upon conversion thereof, ceases to be a subsidiary of any Liberty Party
by reason of the distribution of such subsidiary153s or such subsidiary153s parent
company153s equity securities to the holders of common stock of any Liberty Party,
whether by means of a spin-off, split-off, redemption, reclassification,
exchange, stock dividend, share distribution, rights offering or similar
transaction.

(s) “Liberty Party” or “Liberty Parties” means Liberty Media
Corporation, Liberty CapStarz, Inc., Liberty GIC, Inc. and any of their
respective subsidiaries, together with (i) any Affiliate of any of the foregoing
that owns of record shares of Series J Preferred Stock, or shares of Company
Common Stock received upon conversion thereof, and is subject to a Liberty
Distribution Transaction, and (ii) any Affiliate of any Person that becomes a
Liberty Party by reason of any Liberty Distribution Transaction in compliance
with the provisions of this Agreement and owns of record shares of Series J
Preferred Stock, or shares of Company Common Stock received upon conversion
thereof.

(t) “Major Division” means any of B&N Retail, B&N College or
B&N.com, in each case as described in the Company153s Annual Report on Form
10-K for the fiscal year ended April 30, 2011.

(u) “Ownership Percentage” means, with respect to the Liberty Parties
and their respective Affiliates as of any date, the percentage equal to the sum
of (i) the number of shares of Company Common Stock into which the Preferred
Shares can be converted as of such date, (ii) the number of shares of Company
Common Stock beneficially owned by the Liberty Parties as of such date
(excluding any share of Company Common Stock included pursuant to clause (i)
above or clause (iii) below) and (iii) the number of shares of Company Common
Stock issuable upon the conversion, exercise or exchange of any securities held
by the Liberty Parties or any of their respective Affiliates as of such date
(other than the Preferred Shares), divided by (iv) the total number of
shares of Company Common Stock outstanding, or issuable (including any shares of
Company Common Stock included in the numerator as a result of (i) and (iii)
above), upon the conversion, exercise or exchange of any In the Money Securities
convertible into, or exercisable or exchangeable for, shares of Company Common
Stock, as of such date.

(v) “Parity Stock” means any class or series of capital stock of the
Company hereafter authorized that expressly ranks on a parity basis with the
Series J Preferred Stock as to the dividend rights, rights of redemption and
rights on the distribution of assets on any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of Company.

(w) “prospectus” means the prospectus included in a registration
statement (including a prospectus that includes any information previously
omitted from a prospectus filed as part of an effective registration statement
in reliance upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by a registration
statement, and all other amendments and supplements to the prospectus, including
post-effective amendments.

(x) “Register,” “registered” and “registration” shall
refer to a registration effected by preparing and filing a registration
statement with the SEC in compliance with the Securities Act and applicable
rules and regulations thereunder, and the declaration or ordering of
effectiveness of such registration statement by the SEC.

(y) The term “Registrable Securities” means the shares of Company
Common Stock issued or issuable upon conversion of the Preferred Shares
beneficially owned (within the meaning of Rules 13d-3 and 13d-5 under the
Exchange Act as in effect on the date of this Agreement) by the Investor as of
the Closing as a result of the transactions contemplated by this Agreement (as
such number of shares of Company Common Stock may be adjusted pursuant to the
terms of the Certificate of Designations) or shares of Company Common Stock
purchased by any Liberty Party pursuant to Section 4.03. As to any particular
Registrable Securities, such securities shall cease to be Registrable Securities
when (i) a registration statement registering such securities under the
Securities Act has been declared effective and such securities have been sold or
otherwise Transferred by the holder thereof pursuant to such effective
registration statement, (ii) such securities may be sold without any restriction
under the Securities Act, (iii) such securities shall have been otherwise
Transferred or (iv) such securities are no longer outstanding; provided,
however, that Registrable Securities held by a Liberty Party or any
Investor or any Affiliate of an Investor will not cease to be Registrable
Securities by reason of clause (iii) of this definition for so long as such
Registrable Securities continue to be held by such Liberty Party or any other
Liberty Party or any Investor or any Affiliate of an Investor.

(z) “Registration Expenses” shall mean, with respect to any
registration, (i) all expenses incurred by the Company in effecting any
registration pursuant to this Agreement, including all registration and filing
fees, printing expenses, fees and disbursements of counsel for the Company, blue
sky fees and expenses and (ii) fees and expenses of the Company153s independent
certified public accountants and counsel (including with respect to “comfort”
letters and opinions); provided that Registration Expenses shall not
include any Selling Expenses.

(aa) “registration statement” means any registration statement that is
required to register the resale of the Registrable Securities under this
Agreement, and including the related prospectus and any pre- and post-effective
amendments and supplements to each such registration statement or prospectus.

(bb) “Representative” means, with respect to any person, the
directors, officers, employees, investment bankers, financial advisors,
attorneys, accountants or other advisors, agents or representatives of such
person.

(cc) “Rights Plan” means the Rights Agreement dated as of November 17,
2009, between the Company and Mellon Investor Services LLC, as amended by
Amendment No. 1, dated as of February 17, 2010, Amendment No. 2, dated as of
June 23, 2010, Amendment No. 3, dated as of October 29, 2010 and Amendment No.
4, dated as of the date hereof, and any other agreement or plan entered into by
the Company in replacement or substitution therefor.

(dd) “Scheduled Black-out Period” means the period from and including
the 10th Business Day preceding the last day of a fiscal quarter of the Company
to and including the 3rd Business Day after the day on which the Company
publicly releases its earnings for such fiscal quarter.

(ee) “Selling Expenses” shall mean all underwriting discounts, selling
commissions and stock transfer taxes, if any, applicable to the sale of
Registrable Securities and all fees and expenses of the Investor (other than
such fees and expenses included in Registration Expenses).

(ff) “Senior Stock” has the meaning set forth in the Certificate of
Designations.

(gg) “Series I Preferred Stock” means the preferred stock of the
Company designated as “Series I Preferred Stock”.

(hh) A “Subsidiary” of any person means another person, an amount of
the voting securities, other voting rights or voting partnership interests of
which is sufficient to elect at least a majority of its board of directors or
other governing body (or, if there are no such voting interests, more than 50%
of the equity interests of which) is owned directly or indirectly by such first
person.

(ii) “Tax” or “Taxes” means any and all taxes, charges, fees,
levies, customs, duties, tariffs, or other assessments, including income, gross
receipts, excise, real or personal property, sales, withholding, social
security, retirement, unemployment, occupation, use, goods and services, service
use, license, value added, capital, net worth, payroll, profits, withholding,
franchise, estimated, alternative minimum, transfer and recording taxes, fees
and charges, and any other taxes, charges, fees, levies, customs, duties,
tariffs or other assessments imposed by the Internal Revenue Service or any
taxing authority (whether domestic or foreign including any state, county, local
or foreign government or any subdivision or taxing agency thereof (including a
United States possession)), whether computed on a separate, consolidated,
unitary, combined or any other basis; and such term shall include any interest
thereon, fines, penalties, additions to tax, or additional amounts attributable
to, or imposed upon, or with respect to, any such taxes, charges, fees, levies,
customs, duties, tariffs, or other assessments.

SECTION 6.09. Interpretation. When a reference is made in this
Agreement to an Article, Section or Schedule, such reference shall be to an
Article or Section of, or a Schedule to, this Agreement unless otherwise
indicated. The table of contents and headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the words “include”, “includes” or
“including” are used in this Agreement, they shall be deemed to be followed by
the words “without limitation”. The words “hereof”, “herein” and “hereunder” and
words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement. The
word “or” shall not be exclusive. All references to “$” mean the lawful currency
of the United States of America. The definitions contained in this Agreement are
applicable to the singular as well as the plural forms of such terms and to the
masculine as well as to the feminine and neuter genders of such term. Except as
specifically stated herein, any agreement, instrument or statute defined or
referred to herein or in any agreement or instrument that is referred to herein
means such agreement, instrument or statute as from time to time amended,
modified or supplemented, including (in the case of agreements or instruments)
by waiver or consent and (in the case of statutes) by succession of comparable
successor statutes and references to all attachments thereto and instruments
incorporated therein. Except as otherwise specified herein, references to a
person are also to its permitted successors and assigns. Each of the parties has
participated in the drafting and negotiation of this Agreement. If an ambiguity
or question of intent or interpretation arises, this Agreement must be construed
as if it is drafted by all the parties and no presumption or burden of proof
shall arise favoring or disfavoring any party by virtue of authorship of any of
the provisions of this Agreement.

SECTION 6.10. Severability. Any term or provision of this Agreement
which is invalid or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement in any other jurisdiction. If any provision of
this Agreement is so broad as to be unenforceable, such provision shall be
interpreted to be only so broad as is enforceable.

SECTION 6.11. No Third-Party Beneficiaries. Nothing expressed or
referred to in this Agreement will be construed to give any person, other than
the parties to this Agreement and the Liberty Parties to the extent expressly
provided herein, any legal or equitable right, remedy or claim under or with
respect to this Agreement or any provision of this Agreement, except that the
provisions of Section 5.07 shall inure to the benefit of the persons referred to
in that section.

SECTION 6.12. Assignment. Except as otherwise provided herein, neither
this Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by any of the parties hereto (whether by operation of law or
otherwise) without the prior written consent of the other parties.

SECTION 6.13. Adjustment of Share Numbers. If there is a subdivision,
split, stock dividend, combination, reclassification or similar event with
respect to any of the shares of Company Common Stock or Series J Preferred Stock
referred to in this Agreement, then, in any such event, the numbers and types of
shares of such Company Common Stock and Series J Preferred Stock, as applicable,
referred to in this Agreement shall be adjusted to the number and types of
shares of such stock that a holder of such number of shares of such stock would
own or be entitled to receive as a result of such event if such holder had held
such number of shares immediately prior to the record date for, or effectiveness
of, such event.

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties hereto as of the date first written above.

	BARNES & NOBLE, INC.,

	By:	/s/ Eugene V. DeFelice
		Name: Eugene V. DeFelice
		Title: Vice President, Gerneral Counsel & Corporate Secretary

	LIBERTY GIC, INC.

	By:	/s/ Mark Carleton
		Name: Mark Carleton
		Title: Senior Vice President

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