Registration Rights Agreement – LLC for Digital Business and College Business – Barnes & Noble Inc.

REGISTRATION RIGHTS AGREEMENT

[NEWCO] LLC

TABLE OF CONTENTS

			Page
ARTICLE I Defined Terms
			1
	SECTION 1.01.	Definitions	4
	SECTION 1.02.	Terms and Usage Generally

ARTICLE II Registration Rights			4

	SECTION 2.01	Demand Offering	4
	SECTION 2.02	Piggyback Registration	7
	SECTION 2.03	Expenses of Registration	7
	SECTION 2.04	Procedures for Registration	8
	SECTION 2.05	Suspension of Sales	11
	SECTION 2.06	Free Writing Prospectuses	12
	SECTION 2.07	Shelf-Take Downs	12

ARTICLE III Indemnification			12
	SECTION 3.01	Indemnification	12
	SECTION 3.02	Contribution	15

ARTICLE IV Lock-Up; Agreement to Furnish Information			15

	SECTION 4.01	Lock-up Agreement	15

ARTICLE V Transfer and Termination of Registration Rights			17

	SECTION 5.01	Transfer of Registration Rights	17
	SECTION 5.02	Termination of Registration Rights	17

ARTICLE VI Miscellaneous			17

	SECTION 6.01	Binding Effect; Issuer Joinder; Assignability; Benefit	17
	SECTION 6.02	Notices	18
	SECTION 6.03	Counterparts and Facsimile	18
	SECTION 6.04	Waiver; Amendment	18
	SECTION 6.05	Governing Law; Specific Enforcement; Submission to Jurisdiction; Waiver of Jury Trial	19
	SECTION 6.06	Headings	20
	SECTION 6.07	Entire Agreement	20
	SECTION 6.08	Severability	20
	SECTION 6.09	Future Registration Rights	21

EXHIBITS

Exhibit A	Form of Shareholder Joinder to Registration Rights Agreement
Exhibit B	Form of Issuer Joinder to Registration Rights Agreement
Exhibit C	Shareholders Party to the Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT dated as of [ 143], 2012 (this
“Agreement“) among [NewCo] LLC (the “Company“) and the
Shareholders party hereto as listed on the signature pages, including any
Permitted Transferees (collectively, the “Shareholders” and individually,
a “Shareholder“). Capitalized terms used herein have their respective
meanings as set forth in Section 1.01.

NOW, THEREFORE, in consideration of the agreements and obligations set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

ARTICLE I

Defined Terms

SECTION 1.01 Definitions. Unless the context otherwise requires, the
terms defined in this Article I shall, for the purposes of this Agreement, have
the meanings herein specified.

“Affiliate” shall mean, with respect to any Person, any other Person
that directly or through one or more intermediaries, controls, is controlled by
or is under common control with, the specified Person. As used in this
definition, the term “control” (including with correlative meanings, “controls”,
“controlled by” and “under common control with”) shall mean, with respect to any
Person, the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of such Person, whether through
ownership of securities or partnership, membership, limited liability company or
other ownership interests, by contract or otherwise.

“Board of Managers” shall have the meaning set forth in the LLC
Agreement.

“Business Day” shall have the meaning set forth in the LLC Agreement.

“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.

“Company Common Stock” shall mean the common stock (or other equity
interests) of the Company or, if applicable, the Issuer following an Initial
Public Offering or Qualified Distribution.

“Effectiveness Period” shall have the meaning set forth in Section
2.05.

“Governmental Entity” shall mean the government of the United States,
any other nation or any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank
or other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to government.

“Indemnified Party” shall have the meaning set forth in Section
3.01(d).

“Indemnifying Party” shall have the meaning set forth in Section
3.01(d).

“Initial Public Offering” shall have the meaning set forth in the LLC
Agreement.

“Inspectors” shall have the meaning set forth in Section 2.04(k).

“Investment Agreement” shall mean the Investment Agreement between
Parent, Morrison and Microsoft Corporation, dated as of April 27, 2012.

“Issuer” shall have the meaning set forth in the LLC Agreement.

“Joinder Agreement” has the meaning set forth in Section 6.01(b).

“LLC Agreement” shall mean the Amended and Restated LLC Agreement of
the Company, dated as of [ 143], 2012.

“Morrison” shall mean Morrison Investment Holdings, Inc., a Nevada
corporation.

“Microsoft Corporation” shall mean Microsoft Corporation, a Washington
corporation.

“Permitted Transferee” shall mean (A) Morrison, (B) any Person to whom
Morrison may transfer its Membership Interests pursuant to the LLC Agreement,
(C) Microsoft Corporation or (D) any Person that is (directly or indirectly)
wholly owned by Microsoft Corporation; provided, however, that, in
the case of a transfer to a Person that is (directly or indirectly) wholly owned
by Microsoft Corporation pursuant to Section 8.04(a) of the LLC Agreement, if at
any time subsequent to such transfer, such transferee ceases to be wholly owned
(directly or indirectly) Microsoft Corporation, then such Person shall
automatically cease to be a Permitted Transferee and Shareholder for purposes of
this Agreement and any Company Common Stock held by such Person shall be deemed
to be automatically transferred back to Microsoft Corporation or such other
Person that is (directly or indirectly) wholly owned by Microsoft Corporation as
designated by Microsoft Corporation.

“Parent” shall have the meaning set forth in the Investment Agreement.

“Person” shall mean any individual, corporation, association,
partnership (general or limited), joint venture, trust, estate, limited
liability company or other legal entity or organization.

“Preferred Stock” shall mean the Preferred Stock of the Issuer
delivered in exchange for the Series A Preferred Membership Interests (as
defined in the LLC Agreement) pursuant to Section 9.01 of the LLC Agreement.

“Qualified Distribution” shall have the meaning set forth in the LLC
Agreement.

“Records” shall have the meaning set forth in Section 2.04(k).

“Register,” “registered” and “registration” shall mean 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.

“Registrable Securities” shall mean the shares of Company Common Stock
issued or issuable upon conversion of the Company153s Preferred Stock or otherwise
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 a Shareholder and
any other securities issued or issuable with respect to any such securities by
way of share split, share dividend, recapitalization, merger, exchange or
similar event or otherwise. 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 in a transaction in which
the transferor153s rights under this Agreement are not assigned to the transferee
of such securities or (iv) such securities are no longer outstanding;
provided, however, that Registrable Securities held by a
Shareholder will not cease to be Registrable Securities by reason of clause (ii)
of this definition for so long as such Registrable Securities continue to be
held by a Permitted Transferee.

“Registration Expenses” shall mean, with respect to any registration,
(i) all expenses incurred by the Issuer in effecting any registration pursuant
to this Agreement, including all registration and filing fees, printing
expenses, fees and disbursements of counsel for the Issuer, blue sky fees and
expenses, road show expenses and (ii) fees and expenses of the Issuer153s
independent certified public accountants and counsel (including with respect to
“comfort” letters and opinions) and any other special experts retained by the
Issuer; provided that Registration Expenses shall not include any Selling
Expenses.

“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.

“Requesting Shareholder” shall have the meaning set forth in Section
2.01(a).

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

“Scheduled Black-Out Period” shall mean the period from and including
the 10th Business Day preceding the last day of a fiscal quarter of the Issuer
to and including the 3rd Business Day after the day on which the Issuer publicly
releases its earnings for such fiscal quarter.

“SEC” shall mean the United States Securities and Exchange Commission.

“Securities Act” shall mean the United States Securities Act of 1933.

“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, in each case, of any
Requesting Shareholder (other than such fees and expenses included in
Registration Expenses).

“Shareholder” has the meaning set forth in the Preamble hereto.

“Shareholder Indemnified Person” shall have the meaning set forth in
Section 3.01(a).

“Subsidiary” shall have the meaning set forth in the Investment
Agreement.

“Suspension Period” shall have the meaning set forth in Section
2.01(d).

“Underwriter Cutback” shall have the meaning set forth in Section
2.01(a).

SECTION 1.02 Terms and Usage Generally. All references herein
to an “Article”, “Section” or “Schedule” shall refer to an Article or a Section
of, or a Schedule to, 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 “hereto”, “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. All terms defined in this Agreement shall have the defined meanings
when used in any certificate or other document made or delivered pursuant hereto
unless otherwise defined therein. 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 terms. Any
agreement, instrument or statute defined or referred to herein or in any
agreement or instrument that is referred to herein shall mean 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 in
writing and (in the case of statutes) by succession of comparable successor
statutes and references to all attachments thereto and instruments incorporated
therein. References to a Person are also to its successors and assigns, in each
case as permitted under this Agreement. All references to “$” mean the lawful
currency of the United States of America. Each of the parties has participated
in the drafting and negotiating 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.

ARTICLE II

Registration Rights

SECTION 2.01 Demand Offering. (a) Subject to the terms and conditions
of this Agreement, including Section 4.01(a), at any time following an Initial
Public Offering or Qualified Distribution, Morrison or a Permitted Transferee to
which Morrison has assigned its rights hereunder pursuant to Section 5.01, as
the case may be (such requesting Shareholder, whether under Section 2.01 or
2.02, shall be referred to herein as the “Requesting Shareholder“), may
on one occasion request the Issuer to register under the Securities Act all or
any portion of the Registrable Securities held by such Requesting Shareholder
for sale in the manner specified in such request, provided that the aggregate
offering price, as such amount is determined on the cover page of the
registration statement, shall not be less than $25,000,000. Such request shall
specify the intended method of disposition thereof by the Requesting
Shareholder, 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 2.01(c)). If the
Issuer is requested to file a registration on Form S-3 and the Issuer is then so
eligible, the Issuer shall use commercially reasonable efforts to cause the
registration statement to be automatically effective if so requested by the
Requesting Shareholder. In the event that any registration pursuant to this
Section 2.01 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 good faith opinion that such inclusion
would adversely affect the marketing of the securities to be sold by the Issuer
therein (an “Underwriter Cutback“). The Requesting Shareholder may revoke
a request pursuant to this Section 2.01; provided, that such request
shall count as the Requesting Shareholder153s demand request referred to in
Section 2.01(b) unless (i) such request is in response to a material adverse
change regarding the Issuer or (ii) the Requesting Shareholder reimburses the
Issuer for all out-of-pocket expenses (including Registration Expenses) incurred
by the Issuer relating to such registration statement; provided
further that if the Requesting Shareholder revokes a demand pursuant to
this Section 2.01(a) within 24 hours after notice in writing to the Requesting
Shareholder of an Underwriter Cutback, (x) such request shall not count as its
demand request pursuant to Section 2.01(b) and (y) the Requesting Shareholder
will not be responsible to reimburse the Issuer for any of its out-of-pocket
expenses, including Registration Expenses. No demand registration shall be
deemed to have occurred, and any request delivered in connection therewith shall
not count as the Requesting Shareholder153s demand request referred to in Section
2.01(b), if the size of the offering is reduced in connection with an
Underwriter Cutback such that less than 50% of the Registrable Securities of
such Shareholder sought to be included in such registration are included.

(b) Following receipt of any request under this Section 2.01, the Issuer
shall use reasonable best efforts to register as promptly as reasonably
practicable under the Securities Act, for public sale in accordance with the
method of disposition specified in such request from the Requesting Shareholder,
the number of shares of Registrable Securities specified in such request. If
such method of disposition shall be an underwritten public offering, the
Requesting Shareholder may designate the managing underwriter or co-managing
underwriter of such offering, subject to the approval of the Issuer, which
approval shall not be unreasonably withheld or delayed. The Issuer153s obligation
to effect the demand registration pursuant to this Section 2.01 shall be deemed
satisfied only when a Registration Statement covering all shares of Registrable
Securities specified in the Requesting Shareholder153s request, for sale in
accordance with the method of disposition specified by the Requesting
Shareholder, shall have become effective and, (i) (x) if such method of
disposition is a firm commitment underwritten public offering, all such shares
shall have been sold pursuant thereto and (y) in any other case, such
registration statement shall have remained effective throughout the
Effectiveness Period and (ii) the offering of the Registrable Securities
pursuant to such Registration Statement is not subject to a stop order,
injunction, or similar order or requirement of the SEC during such period.

(c) From and after the date of the Initial Public Offering or Qualified
Distribution, the Issuer 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.
The demand registration pursuant to this Section 2.01 shall be on Form S-3 or
any similar short-form registration statement, if available. In the event the
Issuer fails to qualify, the Issuer shall be required to effect demand
registrations pursuant to this Section 2.01 on Form S-1 or any successor thereto
to the same extent as the Issuer would be required to effect demand
registrations on

Form S-3.

(d) Notwithstanding anything to the contrary contained in this Agreement, the
Issuer shall be entitled, by providing written notice to the Requesting
Shareholder, to require the Requesting Shareholder 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 90 days in
the aggregate in any 12-month period (a “Suspension Period“) if the Board
of Managers determines in good faith and if the Issuer gives written notice that
such use would (i) require the public disclosure of material non-public
information concerning any transaction or negotiations involving the Issuer that
would materially interfere with such transaction or negotiations or (ii)
otherwise materially interfere with financing plans, acquisition activities or
business activities of the Issuer, provided that, if at the time of
receipt of such notice the Requesting Shareholder 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. Such notice shall contain a statement of
the reasons for such postponement and an approximation of the anticipated delay.
Immediately upon receipt of such notice, the Requesting Shareholder shall
discontinue the disposition of Registrable Securities under such registration
statement and prospectus relating thereto until such Suspension Period is
terminated. The Issuer agrees that it will terminate any such Suspension Period
as promptly as reasonably practicable and will promptly notify the Requesting
Shareholder of such termination. After the expiration of any Suspension Period
and without any further request from the Requesting Shareholder, the Issuer
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 2.01(d). If the Issuer notifies the
Requesting Shareholder of a Suspension Period with respect to a registration
statement requested pursuant to Section 2.01, (i) the Requesting Shareholder may
by notice to the Issuer withdraw such request without such request counting as
the Requesting Shareholder153s demand request under Section 2.01(b) and (ii) the
Requesting Shareholder will not be responsible to reimburse the Issuer for any
of its out-of-pocket expenses, including Registration Expenses.

(e) The Issuer shall be entitled to include in any registration statement
referred to in this Section 2.01, for sale in accordance with the method of
disposition specified by the Requesting Shareholder, Company Common Stock to be
sold by the Issuer for its own account (to the extent that the inclusion of such
securities by the Issuer shall not adversely affect the offering), and shall
not, without the prior consent of the Requesting Shareholder, be entitled to
include securities held by any persons other than the Requesting Shareholder.
The Registrable Securities of any Requesting Shareholder 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 2.02 Piggyback Registration. Subject to the terms and
conditions of this Agreement, if the Issuer at any time following an Initial
Public Offering or Qualified Distribution 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 Shareholders 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 a Requesting Shareholder, received by the Issuer within 10
Business Days after the giving of any such notice by the Issuer, to register any
of its Registrable Securities, the Issuer 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 Issuer, all to the extent
required to permit the sale or other disposition by such Requesting Shareholder
of such Registrable Securities so registered. In the event that any registration
pursuant to this Section 2.02 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 2.02 then the Issuer will
include in such registration (i) first, securities proposed by the Issuer to be
sold for its own account or for the account of such other security holder, as
applicable, and (ii) second, (A) shares of Registrable Securities requested to
be included by a Requesting Shareholder pursuant to this Section 2.02, (B)
securities requested to be included by any other holders of Registrable
Securities and (C) any securities proposed to be registered for the account of
any other Person who by virtue of agreements with the Issuer are entitled to
include securities in a registration subject to this Agreement, pro rata, based
on the number of Registrable Securities beneficially owned by a Requesting
Shareholder and each such other holder of Registrable Securities and such other
Persons. Notwithstanding the foregoing provisions, the Issuer may withdraw any
registration statement referred to in this Section 2.02 without thereby
incurring any liability to any Requesting Shareholder.

SECTION 2.03 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
Issuer. In addition, the Issuer shall pay its internal expenses (including all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expenses of any annual audit, the fees and expenses
incurred in connection with the listing of the Company Common Stock to be
registered on any securities exchange on which similar securities issued by the
Issuer are then listed and rating agency fees and the fees and expenses of any
person, including special experts, retained by the Issuer. All Selling Expenses
with respect to Registrable Securities of a Requesting Shareholder incurred in
connection with any registration hereunder shall be borne by such Requesting
Shareholder. All Selling Expenses relating to Registrable Securities registered
on behalf of the holders of Registrable Securities shall be borne by such
holders included in such registration pro rata among each other on the basis of
the number of Registrable Securities so registered.

SECTION 2.04 Procedures for Registration. If and whenever the Issuer
is required by the provisions of Sections 2.01 or 2.02 to effect the
registration of any shares of Registrable Securities under the Securities Act,
the Issuer 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 Effectiveness
Period;

(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 a Requesting Shareholder or its
Affiliates153 intended method of disposition set forth in such registration
statement for such period;

(c) furnish to the Requesting Shareholder 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; and the Issuer hereby
consents to the use of such Registration Statement and each amendment or
supplement thereto by the Requesting Shareholder and the underwriters in
connection with the offering and sale, subject to this Agreement, of the
Registrable Securities covered by such Registration Statement and any such
amendment or supplement thereto;

(d) use commercially reasonable efforts to register or qualify (or exempt
from such registration or qualification) the Registrable Securities covered by
such registration statement under the securities or “blue sky” laws of such
jurisdictions as any Requesting Shareholder or, in the case of an underwritten
public offering, the managing underwriter, reasonably shall request;
provided, however, that the Issuer 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 Requesting Shareholder, 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 Requesting
Shareholder prepare and furnish to the Requesting Shareholder 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 light of the circumstances then
existing;

(h) if the offering is underwritten and at the request of the Requesting
Shareholder, 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
Issuer for the purposes of such registration, addressed to the underwriters and
to the Requesting Shareholder, 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 Issuer, addressed
to the underwriters and to the Requesting Shareholder, 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 Issuer
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 Requesting
Shareholder may reasonably request;

(i) use commercially reasonable efforts to cooperate with the Requesting
Shareholder 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 Requesting
Shareholder 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 Issuer; provided that (i) any party receiving
confidential materials shall execute a confidentiality agreement on customary
terms if reasonably requested by the Issuer and (ii) the Issuer may in its sole
discretion restrict access to competitively sensitive or legally privileged
documents or information; and

(k) upon execution of confidentiality agreements in form and substance
reasonably satisfactory to the Issuer, the Issuer shall, in connection with the
preparation and filing of each registration statement registering Registrable
Securities, make available for inspection by any Requesting Shareholder and any
underwriter participating in any disposition pursuant to a registration
statement being filed by the Company pursuant to this Section 2.04 and any
attorney, accountant or other professional retained by any such Requesting
Shareholder or underwriter (collectively, the “Inspectors”), at the offices
where normally kept, during reasonable business hours, all financial and other
records, pertinent corporate documents and properties of the Issuer and its
Subsidiaries (collectively, the “Records”) as shall be reasonably necessary to
enable any of the Inspectors to exercise its due diligence responsibility.
Records that the Issuer determines, in good faith, to be confidential and that
it notifies the Inspectors are confidential shall not be disclosed by the
Inspectors unless (i) the disclosure of such Records is necessary to avoid or
correct a material misstatement or omission in such registration statement or
(ii) the release of such Records is ordered pursuant to a subpoena or other
order from a court of competent jurisdiction. Each Shareholder agrees that
information obtained by it as a result of such inspections shall be deemed
confidential and shall not be used by it or its Affiliates as the basis for any
market transactions in the Registrable Securities unless and until such
information is made generally available to the public. Each Shareholder further
agrees that, upon learning that disclosure of such Records is sought in a court
of competent jurisdiction, it shall give notice to the Issuer and allow the
Issuer, at is expense, to undertake appropriate action to prevent disclosure of
the Records deemed confidential;

(l) reasonably cooperate to make available, at mutually agreeable times and
upon reasonable notice, members of senior management to participate in a
customary “road show” with potential purchasers of Registrable Securities
(taking into account the needs of, and potential disruption to, NewCo153s
businesses) to make investor presentations; and

(m) 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 Requesting Shareholder 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 Securities (or a book-entry transfer to
similar effect) transferred in accordance with this Agreement and facilitating
such Registrable Securities to be in such denominations and registered in such
names as the Requesting Shareholder or underwriters request.

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 120 days after the effective date thereof (the
“Effectiveness Period“). The Issuer shall be required to maintain the
effectiveness of the registration statement with respect to the registration of
any shares of Registrable Securities for the Effectiveness Period,
provided, however, that the Effectiveness Period shall be extended for a
period of time equal to the period the holder of Registrable Securities refrains
from selling any securities included in such Registration Statement at the
request of the Issuer or an underwriter of the Issuer pursuant to the provisions
of this Agreement or, in the case of any registration statement requested
pursuant to Section 2.01, equal to the number of days included in any Scheduled
Black-out Period. In connection with each registration hereunder, the Requesting
Shareholder will timely furnish to the Issuer in writing such information with
respect to themselves and the proposed distribution by them as reasonably
necessary in order to assure compliance with Federal and applicable state
securities laws. In connection with each registration pursuant to Sections 2.01
or 2.02 covering an underwritten public offering, the Issuer and the Requesting
Shareholder 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, 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 and companies of the Issuer153s size and
investment stature and take all such other actions reasonably necessary to
facilitate the disposition of such Registrable Securities. The Issuer 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 2.05 Suspension of Sales. (a) Upon receipt of notice from the
Issuer pursuant to Section 2.04(g), each Requesting Shareholder shall
immediately discontinue disposition of Registrable Securities pursuant to the
applicable registration statement and prospectus relating thereto until such
Requesting Shareholders (i) have received copies of a supplemented or amended
prospectus or prospectus supplement pursuant to Section 2.04(g) or (ii) are
advised in writing by the Issuer that the use of the prospectus and, if
applicable, prospectus supplement may be resumed, and, if so directed by the
Issuer, the Requesting Shareholder shall deliver to the Issuer (at the Issuer153s
expense) all copies, other than permanent file copies then in the Requesting
Shareholder153s possession, of the prospectus and, if applicable, prospectus
supplement covering such Registrable Securities current at the time of receipt
of such notice. If the Issuer shall give such notice with regards to any
registration statement requested pursuant to Section 2.01, 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 Issuer to the date when the Issuer shall have (i) made available to the
Requesting Shareholder a supplemented or amended prospectus or prospectus
supplement pursuant to Section 2.04(g) or (ii) advised the Requesting
Shareholder 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 each Requesting Shareholder 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 a Requesting Shareholder from making a demand under
Section 2.01 or electing to participate in any piggyback registration under
Section 2.02 or relieve the Issuer 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 any
Requesting Shareholder in any piggyback registration under Section 2.02 to the
extent the Issuer 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 2.01 shall be extended by the number of days
included in any Scheduled Black-out Period.

SECTION 2.06 Free Writing Prospectuses. No Shareholder shall 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 Issuer; provided that a Requesting Shareholder may use any
free writing prospectus prepared and distributed by the Issuer.

SECTION 2.07 Shelf-Take Downs. At any time that a shelf registration
statement covering Registrable Securities is effective, if a Requesting
Shareholder delivers a notice to the Issuer (a “Take-Down Notice”) stating that
it intends to sell all or part of its Registrable Securities included by it on
the shelf registration statement (a “Shelf Offering”), then, the Issuer shall
amend or supplement the shelf registration statement as may be necessary in
order to enable such Registrable Securities to be distributed pursuant to the
Shelf Offering.

ARTICLE III

Indemnification

SECTION 3.01 Indemnification. (a) Notwithstanding any termination of
this Agreement, the Issuer 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 Issuer) each
Shareholder and its 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 Shareholder within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act and the officers, directors, employees, agents, partners,
members, stockholders, Representatives and Affiliates and employees of each such
controlling person (each, a “Shareholder Indemnified Person“) against any
and all losses, claims, damages, actions, liabilities, costs and expenses
(including expenses related to the investigation, defense and settlement of any
Claim and reasonable fees, expenses and disbursements of attorneys and other
professionals), judgments, fines, penalties, charges and amounts paid in
settlement (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 Issuer or any other
person (other than (i) a Claim by any Shareholder or any Affiliate of any
Shareholder (except in the case of any action to enforce its rights under this
Section 3.01) or (ii) a direct Claim by the Issuer and its Subsidiaries (for the
avoidance of doubt, a derivative Claim brought by or on behalf of the Issuer 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 3.01, except that the Issuer will not be
required to indemnify any Shareholder 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 Issuer shall
indemnify and hold harmless each Shareholder 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 Issuer or authorized by it in writing for use by such
Shareholder 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 Issuer
shall not be liable to such Shareholder or such Shareholder153s Shareholder
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 Issuer or authorized by it in writing for use by such
Shareholder or any amendment or supplement thereto, in reliance upon and in
conformity with information regarding such Shareholder or its plan of
distribution or ownership interests which such Shareholder furnished in writing
to the Issuer 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, but only to the extent that such untrue statements or omissions are
based solely upon information furnished in writing to the Issuer by such
Shareholder expressly for use therein, (ii) offers or sales effected by or on
behalf of such Shareholder “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 Issuer or authorized in writing by the Issuer, or (iii)
the failure by such Shareholder 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 Issuer shall have delivered to
such Shareholder such preliminary prospectus or final prospectus contained in
the applicable registration statement and any amendments or supplements thereto
pursuant to Section 2.04(d) 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 3.01(b) 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 Shareholder named
as a selling stockholder in a registration statement pursuant to this Article
III shall indemnify and hold harmless the Issuer and its officers, directors,
employees, agents, Representatives and Affiliates and each person or entity, if
any, that controls the Issuer 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 Issuer
by such Shareholder expressly for use therein. Reimbursements payable pursuant
to the indemnification contemplated by this Section 3.01 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 3.01, 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 3.01(b) or (c), the
employment of counsel reasonably satisfactory to the Indemnified Party, (y) in
the case of an indemnification claim pursuant to Section 3.01(a), the employment
of counsel chosen by the Indemnified Party reasonably satisfactory to the
Indemnifying Party, and 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 3.01(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 or consent to entry of any judgment of any pending proceeding in
respect of which any Indemnified Party is a party, unless such settlement (x)
includes an unconditional release, in form and substance reasonably satisfactory
to the Indemnified Party, 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 Shareholder153s exercise of all rights,
privileges and preferences applicable to it as a holder of Company Common Stock
and its rights under this Agreement. Notwithstanding the foregoing, the parties
acknowledge and agree that to the extent a Claim is made against any Shareholder
Indemnified Person which may be indemnifiable pursuant to Section 3.01(a), the
Shareholder 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
Shareholder Indemnified Person may be entitled to indemnification pursuant to
Section 3.01(a), and make determinations with respect to and prosecute issues
related to confidential information of the Shareholder Indemnified Persons. The
Issuer will pay directly the reasonable fees and expenses of such counsel in
connection with any such Claim.

SECTION 3.02 Contribution. If the indemnification provided for in
Sections 3.01(b) or 3.01(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 3.01(b) or 3.01(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 actions, 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
Issuer and each Shareholder agree that it would not necessarily be just and
equitable if the amount of contribution pursuant to this Section 3.02 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
3.02. 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 Shareholder 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 the
Shareholders under the relevant registration statement exceeds the amount of any
damages that such a Shareholder Indemnified Person has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission.

ARTICLE IV

Lock-Up; Agreement to Furnish Information

SECTION 4.01 Lock-up Agreement. (a) Each Shareholder 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 securities of the Issuer held by such Shareholder
(other than those included in the registration) for a period specified by the
representatives of the managing underwriters or co-managing underwriters of
securities of the Issuer not to exceed 10 days prior and 120 days following any
registered public sale of securities by the Issuer in which the Issuer gave such
Shareholder an opportunity to participate in accordance with Section 2.02;
provided that executive officers and directors of the Issuer 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. Each Shareholder 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.

(b) Agreement to Furnish Information. In addition, if requested in
writing by the Issuer or the managing underwriters or co-managing underwriters
of Company Common Stock (or other securities of the Issuer), each Requesting
Shareholder shall provide such documents and instruments as may be reasonably
required by the Issuer or the managing underwriters or co-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 Issuer has not received, on or before
the Business Day before the specified filing date, the Requested Information
from each Requesting Shareholder (provided the written request therefor
is received by any such Requesting Shareholder not less than 10 Business Days
before the filing date), the Issuer may file the registration statement without
including Registrable Securities of such Requesting Shareholder. The failure to
so include in any registration statement the Registrable Securities of such
Requesting Shareholder (with regard to that registration statement) shall not in
and of itself result in any liability on the part of the Issuer to such
Requesting Shareholder.

(c) Rule 144 Reporting. With a view to making available to the
Shareholders the benefits of certain rules and regulations of the SEC which may
permit the sale of Registrable Securities 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 Securities Act and the Exchange Act;
(iii) so long as any Shareholder owns Registrable Securities, furnish to such
Shareholder 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 such Shareholder 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. Upon the
request of any holder of Registrable Securities, the Issuer shall deliver to
such holder a written statement as to whether it has complied with such
requirements.

ARTICLE V

Transfer and Termination of Registration Rights

SECTION 5.01 Transfer of Registration Rights. (a) No Shareholder shall
have the right to transfer any right, remedy, obligation or liability arising
under this Agreement, other than to a Permitted Transferee.

(b) Following any transfer or assignment made pursuant to Section 5.01(a) in
connection with the transfer by a Shareholder of a portion of its Registrable
Securities to a Permitted Transferee, except in the case of such Shareholder153s
demand registration right under Section 2.01 which may only be transferred in
whole and not in part, the Shareholder shall retain all rights, remedies,
obligations and liabilities under this Agreement with respect to the remaining
portion of its Registrable Securities.

SECTION 5.02 Termination of Registration Rights. This Agreement (other
than Section 2.03 and Article III) 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 Binding Effect; Issuer Joinder; Assignability; Benefit.
(a) This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective heirs, successors, legal representatives and
permitted assigns; provided that in the case the Company is not the
Issuer, the Company shall cause the Issuer to execute and deliver to the Company
and each Shareholder an agreement to be bound by this Agreement in the form of
Exhibit B hereto and shall thenceforth succeed to, and be substituted for, and
may exercise every right and power of, the Issuer under this Agreement, and the
Company shall be released from its obligations under this Agreement, and this
Agreement shall cease to be of further effect on the Company. Any Shareholder
that ceases to own beneficially any Registrable Securities shall cease to be
subject to the terms hereof (other than (i) the provisions of Article III
applicable to such Shareholder with respect to any offering of Registrable
Securities completed before the date such Shareholder ceased to own any
Registrable Securities and (ii) this Article VI).

(b) Neither this Agreement nor any right, remedy, obligation or liability
arising hereunder or by reason hereof shall be assignable by any party hereto
pursuant to any transfer of Registrable Securities or otherwise, except in
accordance with Section 5.01. Upon transfer of any right, remedy, obligation or
liability pursuant to Section 5.01, any such Permitted Transferee shall (unless
already bound hereby) execute and deliver to the Issuer an agreement to be bound
by this Agreement in the form of Exhibit A hereto (a “Joinder Agreement”) and
shall thenceforth be a “Shareholder”.

(c) Nothing in this Agreement, expressed or implied, is intended to confer on
any Person other than the parties hereto, and their respective heirs,
successors, legal representatives and permitted assigns, any rights, remedies,
obligations or liabilities under or by reason of this Agreement, except that the
provisions of Article III shall inure to the benefit of the persons referred to
in that article.

SECTION 6.02 Notices. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, sent by facsimile or otherwise delivered by
hand or by messenger addressed:

(a) if given to the Issuer, to the following address and fax number (or such
other address and fax number set forth in an Issuer Joinder Agreement):

[NewCo] LLC

c/o Barnes & Noble, Inc.

122 Fifth Avenue

New York, NY 10011

Attn: Eugene V. DeFelice

Vice President, General Counsel & Secretary

Facsimile No.: (212) 463-5683

With a Copy to:

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

Attn: Scott A. Barshay, Esq.

Andrew R. Thompson, Esq.

Facsimile: (212) 474-3700

(b) if given to any Shareholder, at the address for such Shareholder set
forth in Exhibit C hereto or otherwise provided to the Issuer as set forth
below.

All such notices shall be deemed to have been delivered and given for all
purposes (i) on the delivery date if delivered by confirmed facsimile, (ii) on
the delivery date if delivered personally to the party to whom the same is
directed, (iii) one (1) business day after deposit with a commercial overnight
carrier, with written verification of receipt, or (iv) five (5) business days
after the mailing date, whether or not actually received, if sent by U.S. mail,
return receipt requested, postage and charges prepaid, or any other means of
rapid mail delivery for which a receipt is available addressed to the receiving
party as specified on the signature page of this Agreement. Changes of the
person to receive notices or the place of notification shall be effectuated
pursuant to a notice given under this Section 6.02.

Any person that becomes a Shareholder after the date hereof shall provide its
address, fax number and email address to the Issuer.

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 Waiver; Amendment. No provision of this Agreement may be
waived except by an instrument in writing executed by the party against whom the
waiver is to be effective. 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. No provision of this Agreement may be amended or
otherwise modified except by an instrument in writing executed by the Issuer and
the holders of at least a majority of the Registrable Securities held by the
parties hereto at the time of such proposed amendment or modification,
provided that no such amendment or modification shall adversely affect
the interests of any holder of Registrable Securities hereunder
disproportionately to other holders of Registrable Securities without the
written consent of such holder.

SECTION 6.05 Governing Law; Specific Enforcement; Submission to
Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE CONFLICTS OF LAWS RULES OF SUCH STATE.

(b) Specific Enforcement. 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.

(c) Submission to Jurisdiction. 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 IN ANY STATE OR FEDERAL COURT IN THE CITY OF NEW YORK,
BOROUGH OF MANHATTAN, SO LONG AS ONE OF SUCH COURTS SHALL HAVE SUBJECT MATTER
JURISDICTION OVER SUCH SUIT, ACTION OR PROCEEDING, AND THAT ANY CAUSE OF ACTION
ARISING OUT OF THIS AGREEMENT SHALL BE DEEMED TO HAVE ARISEN FROM A TRANSACTION
OF BUSINESS IN THE STATE OF NEW YORK. 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 6.05(c) SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

(d) Waiver of Jury Trial. 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 6.05(d).

SECTION 6.06 Headings. The headings and subheadings in this Agreement
are included for convenience and identification only and are in no way intended
to describe, interpret, define or limit the scope, extent or intent of this
Agreement or any provision hereof.

SECTION 6.07 Entire Agreement. Except as specifically provided in this
Agreement, this Agreement constitutes the entire agreement, and supersedes all
other prior agreements, understandings, representations and warranties, both
written and oral, between the parties, with respect to the subject matter
hereof.

SECTION 6.08 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 6.09 Future Registration Rights. From and after the date of
this Agreement, the Issuer shall not enter into any agreement with any holder or
prospective holder of any securities of the Issuer giving such holder or
prospective holder registration rights the terms of which are more favorable
than or senior to the registration rights granted to the Shareholders hereunder
unless it offers corresponding registration rights to the Shareholders
hereunder; provided that this Section 6.09 shall not apply to any registration
rights granted to Parent or its Subsidiaries (or their respective successors).

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first stated above.

[NEWCO] LLC

by

	Name:
	Title:

[ ]

by

	Name:
	Title:

EXHIBIT A

[FORM OF SHAREHOLDER JOINDER TO REGISTRATION RIGHTS AGREEMENT]

This SHAREHOLDER JOINDER AGREEMENT (this “Shareholder Joinder
Agreement“) is made as of the date written below by the undersigned in
accordance with the Registration Rights Agreement dated as of [], 2011 (as the
same may be amended from time to time, the “Registration Rights
Agreement“), among [NewCo] LLC or any other Issuer joined thereto and the
Shareholders party thereto. Capitalized terms used, but not defined, herein
shall have the meaning ascribed to such terms in the Registration Rights
Agreement.

SECTION 1. Acknowledgment. The undersigned acknowledges that it is
becoming a party to the Registration Rights Agreement.

SECTION 2. Agreement. The undersigned (a) agrees that it shall be
bound by and subject to the terms of the Registration Rights Agreement as a
“Permitted Transferee” of a Shareholder thereto, (b) shall have all the rights
and obligations of a Shareholder and a Permitted Transferee thereunder as if it
had executed the Registration Rights Agreement as if it were originally a party
thereto, and (c) hereby ratifies, as of the date hereof, and agrees to be bound
by, all of the terms, provisions and conditions contained in the Registration
Rights Agreement (including, without limitation, Section 6.01 thereof).

Executed and dated this ___ day of ______ _________.

[NAME OF JOINING SHAREHOLDER],

by

	Name:
	Title:

	Address for Notices: [Address] [Fax number]

EXHIBIT B

[FORM OF ISSUER JOINDER TO REGISTRATION RIGHTS
AGREEMENT]

This ISSUER JOINDER AGREEMENT (this “Issuer Joinder
Agreement“) is executed pursuant to the terms of the Registration Rights
Agreement, dated as of [ ], 2012, a copy of which is attached hereto and is
incorporated herein by reference (the “Registration Rights Agreement“),
by the undersigned. By execution and delivery of this Issuer Joinder Agreement,
the undersigned agrees as follows:

SECTION 1. Acknowledgment. The undersigned acknowledges that it is
becoming a party to the Registration Rights Agreement.

SECTION 2. Agreement. The undersigned (a) agrees that it shall be
bound by and subject to the terms of the Registration Rights Agreement as the
“Issuer” and (b) shall have all the rights and obligations of the Issuer
thereunder as if it had executed the Registration Rights Agreement as if it were
originally a party thereto, and (c) hereby ratifies, as of the date hereof, and
agrees to be bound by, all of the terms, provisions and conditions contained in
the Registration Rights Agreement (including, without limitation, Section 6.01
thereof).

Executed and dated this ___ day of ______ _________.

[NAME OF ISSUER],

by

	Name:
	Title:

	Address for Notices: [Address] [Fax number]

EXHIBIT C

SHAREHOLDERS PARTY TO THE REGISTRATION RIGHTS AGREEMENT

For each Shareholder:

[Name of Shareholder]

[Address]

[Fax Number]

[Name of Shareholder]

[Address]

[Fax number]

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