{"id":43518,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/purchase-agreement-leonard-riggio-r-richard-fontaine-daniel.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"purchase-agreement-leonard-riggio-r-richard-fontaine-daniel","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/purchase-agreement-leonard-riggio-r-richard-fontaine-daniel.html","title":{"rendered":"Purchase Agreement &#8211; Leonard Riggio, R. Richard Fontaine, Daniel A. DeMatteo, The Leonard Riggio Trust, Vendamerica BV, Babbage&#8217;s Etc. LLC and Barnes &#038; Noble Inc."},"content":{"rendered":"<pre>\n                               PURCHASE AGREEMENT\n\n\n                                  by and among\n\n\n                                 LEONARD RIGGIO,\n                              R. RICHARD FONTAINE,\n                               DANIEL A. DEMATTEO,\n                            THE LEONARD RIGGIO TRUST,\n                                VENDAMERICA B.V.,\n\n\n                               BABBAGE'S ETC. LLC\n\n\n                                       and\n\n\n                              BARNES &amp; NOBLE, INC.\n\n\n                           Dated as of October 6, 1999\n\n\n                                       i\n\n\n                               TABLE OF CONTENTS\n\n                                                                          Page\n\nArticle 1. Purchase and Sale.................................................1\n      1.1  General...........................................................1\n      1.2  Purchase Price....................................................2\n      1.3  Closing and Closing Date..........................................4\n      1.4  Taking of Necessary Action; Further Action........................4\n      1.5  Purchase Price Adjustment.........................................5\n\nArticle 2. Representations and Warranties Relating to the Members and \n           the Company.......................................................7\n      2.1  Organization and Standing.........................................7\n      2.2  Binding Agreement.................................................7\n      2.3  Absence of Conflicting Agreements or Required Consents............8\n      2.4  Company Interests.................................................8\n      2.5  Financial Statements..............................................9\n      2.6  Absence of Certain Changes, Events and Conditions................10\n      2.7  Litigation.......................................................11\n      2.8  Insurance........................................................11\n      2.9  Material Contracts...............................................11\n      2.10  Permits and Licenses; Compliance with Law. .....................12\n      2.11  Environmental Matters...........................................12\n      2.12  Employee Benefit Matters........................................12\n      2.13  Intellectual Property...........................................13\n      2.14  Taxes...........................................................14\n      2.15  Commissions.....................................................14\n      2.16  Affiliate Transactions..........................................14\n      2.17  Year 2000 Compliance............................................14\n      2.18  Inventory.......................................................14\n      2.19  Assets other than Real Property.................................15\n      2.20  Real Property...................................................15\n      2.21  Important Suppliers and Customers...............................15\n      2.22  Accuracy and Completeness of Representations and Warranties.....16\n\nArticle 3. Representations and Warranties Relating to Vendamerica...........16\n      3.1  Organization and Standing........................................16\n      3.2  Absence of Liabilities...........................................16\n      3.3  Capital Stock....................................................16\n      3.4  Litigation.......................................................17\n      3.5  Insurance........................................................17\n      3.6  Contracts........................................................17\n      3.7  Permits and Licenses; Compliance with Law........................17\n      3.8  Environmental Matters............................................18\n      3.9  Employee Benefit Matters.........................................18\n      3.10  Taxes...........................................................18\n\n\n                                       ii\n\n\n      3.11  Assets other than Real Property.................................18\n      3.12  Real Property...................................................19\n      3.13  Accuracy and Completeness of Representations and Warranties.....19\n\nArticle 4. Representations and Warranties of the Buyer......................19\n      4.1  Organization and Standing........................................19\n      4.2  Binding Agreement................................................19\n      4.3  Absence of Conflicting Agreements or Required Consents...........19\n      4.4  Litigation.......................................................20\n      4.5  Commissions......................................................20\n      4.6  Investment Representation........................................20\n      4.7  Fairness Opinion.................................................20\n\nArticle 5. Covenants and Agreements.........................................21\n      5.1  Conduct of the Business Prior to Closing; Access.................21\n      5.2  Cooperation......................................................23\n      5.3  Public Announcements.............................................24\n      5.4  No Solicitation..................................................24\n      5.5  Noncompetition; Proprietary Information..........................25\n      5.6  Special Management Bonuses.......................................26\n      5.7  Certain Actions..................................................26\n      5.8  Taxes and Tax Returns............................................26\n\nArticle 6. Conditions to Obligations of the Buyer...........................30\n      6.1  Representations and Warranties...................................30\n      6.2  Performance by the Sellers and the Company.......................30\n      6.3  No Material Adverse Change. .....................................30\n      6.4  Certificate......................................................30\n      6.5  Consents; No Objections..........................................31\n      6.6  No Proceedings or Litigation.....................................31\n      6.7  Financing........................................................31\n      6.8  Opinions of Sellers'and Company's Counsel........................31\n      6.9  Outstanding Option...............................................31\n\nArticle 7. Conditions to Obligations of the Sellers.........................31\n      7.1  Representations and Warranties...................................31\n      7.2  Performance by the Buyer.........................................32\n      7.3  Certificate......................................................32\n      7.4  HSR Act..........................................................32\n      7.5  No Proceedings or Litigation.....................................32\n\nArticle 8. Tax Matters......................................................32\n      8.1  Transfer and Conveyance Taxes....................................32\n\nArticle 9. Indemnification and Survival.....................................32\n      9.1  Indemnification by the Sellers...................................32\n      9.2  Indemnification by Parent........................................33\n      9.3  Indemnification by the Buyer.....................................33\n\n\n                                       iii\n\n\n      9.4  Limitations on Indemnification Claims and Liability..............33\n      9.5  Computation of Claims and Damages................................34\n      9.6  Notice of Claims.................................................35\n      9.7  Defense of Third Party Claims....................................35\n      9.8  Treatment of Indemnity Payments..................................36\n\nArticle 10. Definitions.....................................................36\n\nArticle 11. Miscellaneous Provisions........................................45\n      11.1  Termination Rights..............................................45\n      11.2  Litigation Costs................................................45\n      11.3  Expenses........................................................46\n      11.4  Notices.........................................................46\n      11.5  Benefit and Assignment..........................................47\n      11.6  Waiver..........................................................47\n      11.7  Severability....................................................47\n      11.8  Amendment.......................................................48\n      11.9  Effect and Construction of this Agreement.......................48\n      11.10  Knowledge of and Actions by the Company........................48\n      11.11  Specific Performance...........................................48\n      11.12  Appointment of Sellers'Representative..........................49\n      11.13  Governing Law..................................................49\n      11.14  Consent to Jurisdiction........................................49\n      11.15  Apportionment of Costs Among Sellers...........................49\n\n\n                                       iv\n\n\n                               PURCHASE AGREEMENT\n\n            This PURCHASE AGREEMENT (this \"Agreement\") made as of October 6,\n1999 by and among Leonard Riggio, R. Richard Fontaine, Daniel A. DeMatteo and\nThe Leonard Riggio Trust (collectively, and with Vendamerica, Inc.\n(\"Vendamerica\"), the \"Members\"), Vendamerica B.V., a corporation organized under\nthe laws of the Netherlands (\"Parent\" and with the Members other than\nVendamerica, the \"Sellers\"), Babbage's Etc. LLC, a Delaware limited liability\ncompany (the \"Company \"), and Barnes &amp; Noble, Inc., a Delaware corporation (the\n\"Buyer\").\n\n                              W I T N E S S E T H :\n\n            WHEREAS, the Members are the sole members of the Company and the\nrecord and beneficial owners of all limited liability company interests in the\nCompany;\n\n            WHEREAS, (i) the Sellers other than Parent desire to sell to the\nBuyer all of their limited liability company interests in the Company\n(collectively, the \"Member Interests\"), (ii) Parent desires to sell to the Buyer\nall of the outstanding shares of capital stock of Vendamerica, (iii) the Sellers\ndesire to cause the Buyer to become a member of the Company, and (iv) the Buyer\ndesires to purchase from (a) each of the Members (other than Vendamerica) all of\nhis or its limited liability company interests in the Company and (b) Parent all\nof the outstanding capital stock of Vendamerica (the \"Shares\"), and (v) the\nBuyer desires to become a member of the Company, in each case upon the terms and\nsubject to the conditions set forth in this Agreement;\n\n            WHEREAS, a Special Committee of the Board of Directors (the \"Special\nCommittee\") has recommended that the Board of Directors of the Buyer approve,\nthe Board of Directors of the Buyer has approved, and the Sellers have each\napproved, the terms of this Agreement and the transactions contemplated hereby;\n\n            WHEREAS, concurrently herewith Vendex KBB N.V. (\"Vendex\") is issuing\nto the Buyer a guarantee pursuant to which Vendex will guarantee the obligations\nof Parent under this Agreement; and\n\n            WHEREAS, capitalized terms used herein have the meaning set forth in\nArticle 10 hereof;\n\n            NOW, THEREFORE, in consideration of the mutual promises and\ncovenants contained herein, the parties, intending legally to be bound, agree as\nfollows:\n\n            Article 1. Purchase and Sale.\n\n            1.1 General. (a) At the Closing, and subject to the terms and\nconditions of this Agreement, each of the Members (other than Vendamerica)\nagrees to sell, assign, convey and \n\n\n\ndeliver to the Buyer, and the Buyer agrees to purchase, acquire and accept from\nsuch Members, all of the limited liability company interests in the Company\nowned by such Members.\n\n            (b) At the Closing, and subject to the terms and conditions of this\nAgreement, Parent agrees to deliver to the Buyer stock certificates evidencing\nthe Shares with stock powers attached, duly endorsed in blank, and with any\nrequired stock transfer stamps attached.\n\n            (c) At the Closing, and subject to the terms and conditions of this\nAgreement, each of the Sellers agrees to (or, in the case of Parent, Parent\nagrees to cause Vendamerica to) cause the Buyer to be admitted as a member of\nthe Company and to cause such admission to be reflected in the records of the\nCompany, and each of the Members (other than Vendamerica) agrees to resign as a\nmember of the Company, and the Buyer agrees to accept such admission and to\npermit such resignation, in each case in accordance with the Amended and\nRestated Limited Liability Company Agreement of Babbage's Etc. LLC dated\nFebruary 19, 1997 (the \"LLC Agreement\") and the Delaware Limited Liability\nCompany Act.\n\n            1.2 Purchase Price. (a) Calculation. The total consideration for the\nMember Interests and the Shares shall be equal to $208,670,338 (representing\n$182,520,338 in cash and the assumption of a $26,150,000 liability which shall\nbe accrued and paid by the Company prior to Closing) (collectively, the \"Base\nPurchase Price\"), less any Deficiency Amount (as defined below), if any (the\n\"Purchase Price\"); provided that, if the Closing shall occur more than 45 days\nafter the date hereof other than due to a failure of any of the conditions set\nforth in Sections 6.1, 6.2, 6.3, 6.4, 6.8 or 6.9 hereof, the Base Purchase Price\nshall accrue interest at the Prime Rate from the date which is 45 days after the\ndate hereof to the Closing Date. Set forth on Section 1.2(a) of the Sellers'\nDisclosure Letter are the names of the Persons to whom the Base Purchase Price\nshall be paid at the Closing and the respective amounts to be paid to each such\nperson.\n\n            (b) Purchase Price Estimate. Not less than three Business Days prior\nto the Closing, the Sellers shall prepare and deliver to the Buyer a good faith\nestimate, in reasonable detail and certified as reasonable by the chief\nexecutive officer of the Company, of the Purchase Price (which amount, subject\nto such adjustments as may be agreed upon by the Sellers' Representative and the\nBuyer, shall be herein referred to as the \"Estimated Purchase Price\").\n\n            (c) Payment of Estimated Purchase Price. On or before the date which\nis two Business Days prior to the Closing, the Sellers shall deliver to the\nBuyer a schedule (the \"Payment Schedule\") which shall indicate the account or\naccounts to which the Estimated Purchase Price is to be paid for the benefit of\nthe Sellers; provided, however, that if the calculation to be made pursuant to\nSection 1.5 shall be completed by the Closing, the Purchase Price shall be paid\nat Closing. At the Closing, the Buyer shall deliver, by wire transfer in\nimmediately available funds, to the accounts set forth on the Payment Schedule,\nan amount equal to the Estimated Purchase Price.\n\n            (d) Contingent Payments. (i) If the EBITDA of the Company for the\nfiscal year ending February 3, 2001 or February 2, 2002, respectively, meets or\nexceeds $45.3 million and $54.3 million, respectively (the \"Management EBITDA\nTargets\"), then Buyer shall pay to the \n\n\n                                       2\n\n\nSellers, to the accounts set forth on the Payment Schedule (or to such other\naccount as may be designated by any Seller at least two business days before the\ndate on which such payment is due), $9,664,831 in immediately available funds\nwithin 120 days after the end of any such fiscal year in which the applicable\nManagement EBITDA Target is met or exceeded (each such payment, a \"Contingent\nPayment,\" and the Contingent Payments plus the Purchase Price shall be the\n\"Total Purchase Price\"). Set forth in Section 1.2(d) of the Sellers' Disclosure\nLetter are the respective amounts to be paid to each Seller in connection with\nany Contingent Payment. It is understood and agreed that if the applicable\nManagement EBITDA Target for any one fiscal year is not met, the amount of the\nContingent Payment in respect of such fiscal year shall be forfeited in its\nentirety and shall not be carried forward to the next succeeding fiscal year.\n\n            (e)(i) Through the fiscal year ending February 2, 2002, the Company\nshall maintain its accounting books and records for purposes of tracking EBITDA\nfor purposes of Section 1.2(d), in accordance with GAAP applied in a manner\nconsistent with the Company's pre-Closing Date practices. Without limiting the\ngenerality of the foregoing, the Sellers and Buyer agree that, without the\nconsent of the Sellers' Representative for purposes hereof, no changes shall be\nmade in any reserve or other account, and no special charges shall be taken,\nexcept as a result of specific events or developments occurring after the\nClosing Date, and in such event, only in a manner consistent with GAAP and past\npractices. The Company shall deliver to the Sellers' Representative within 120\ndays after the end of each fiscal year to and including the year ending February\n2, 2002, the Company's audited financial statements, together with a written\naudit report certified by the Company's independent certified public accountants\n(the \"Company's Auditors\"). The Company shall deliver to the Sellers'\nRepresentative together with the audited financial statements a certificate of\nthe chief financial officer of the Company (or another officer of the Company\nnot a Seller or an Affiliate of a Seller) stating that such statements have been\nprepared in accordance with GAAP applied on a basis consistent with the\nfinancial statements of the Company for the year ending January 30, 1999 (the\n\"CFO's Certificate\"). In addition, the Company shall use its reasonable best\nefforts to cause the Company's Auditors to make available to the Sellers'\nRepresentative the work papers used in preparation of the information set forth\nabove in sufficient detail to enable the Sellers' Representative to verify the\ninformation set forth above subject to the Sellers' Representative's execution\nof customary access letters required by the Company's Auditors. The Company's\ncalculation of EBITDA shall be subject to review by members of senior management\nof the Buyer who are neither Sellers nor Affiliates of Sellers.\n\n            (ii) The Company shall use its reasonable best efforts to cause the\nCompany's Auditors to make all of its work papers and other relevant documents\nin connection with such audit and calculations available to the Sellers'\nRepresentative and any independent accounting firm chosen by the Sellers'\nRepresentative, and shall make appropriate representatives of the Company's\nAuditors available for reasonable inquiry by the Sellers' Representative and\nsuch accounting firm, subject to execution by the Sellers' Representative of\ncustomary access letters required by the Company's Auditors. If the Sellers'\nRepresentative notifies the Company in writing that it does not agree with the\nmanner of calculation of EBITDA for either the fiscal year ended February 3,\n2001 or February 2, 2002, and identifies with reasonable specificity the reasons\nfor such objection, within 30 business days after the delivery of such audit\nreport, the \n\n\n                                       3\n\n\nSellers' Representative and the Company shall promptly select a mutually\nacceptable accounting firm of nationally recognized reputation other than the\nCompany's Auditors (the \"Additional Auditor\") to act as the arbitrator of such\ndispute. Any such arbitration shall be conducted in New York, New York. If the\nparties are not able to agree to an Additional Auditor, then the office of the\nAmerican Arbitration Association, located in New York City, shall select a firm\nof independent public accountants of nationally recognized reputation to serve\nas the Additional Auditor. The Additional Auditor shall be requested to act\npromptly to resolve any dispute in accordance with the terms of this Agreement,\nit being understood that the sole issues for the Additional Auditor shall be\nwhether EBITDA was (A) derived from financial statements which were prepared in\naccordance with GAAP, applied in a manner consistent with the Company's\npre-Closing Date practices, as provided in Section 1.2(e)(i) and (B) consistent\nwith the definition of EBITDA herein, and to issue its written decision within\nthirty days after the appointment of such Additional Auditor, which decision\nshall be final, binding and conclusive on both the Buyer and the Sellers. The\nBuyer and the Sellers' Representative shall cooperate with the Additional\nAuditor in connection with this Section 1.2. Without limiting the generality of\nthe foregoing, the Buyer and the Sellers' Representative shall each provide, or\ncause to be provided to the Additional Auditor, all information and records, and\nto make available at the arbitration proceeding all personnel, as are reasonably\nnecessary to permit the Additional Auditor to resolve any disputes pursuant to\nthis Section 1.2. The expenses of the Additional Auditor in resolving any\ndisputes under this Section 1.2 shall be borne equally by the Buyer on the one\nhand and the Sellers on the other hand.\n\n            (f) In the event that Buyer consummates the sale of all or\nsubstantially all of its interest in the Company or all or substantially all of\nthe assets of the Company (a \"Change of Control\") for compensation in excess of\n$215,000,000 plus any Contingent Payment made as of the date of such sale in\ncash or Cash Equivalents prior to February 2, 2002, any Contingent Payments that\nthe Sellers remain eligible to receive shall be accelerated and shall become due\nand payable by the Buyer immediately prior to the consummation of such Change of\nControl.\n\n            1.3 Closing and Closing Date. Unless this Agreement shall have been\nterminated and the transactions herein contemplated shall have been terminated\npursuant to Section 11.1 hereof, the closing (the \"Closing\") of the transactions\nherein contemplated shall take place as promptly as practicable following the\nsatisfaction of the conditions set forth in Sections 6.5(a) and 7.4 hereof, and\nthe satisfaction or waiver of the other conditions set forth in Articles 6 and 7\nhereof, or at such other time and date as the Sellers, the Company and the Buyer\nshall agree (such time and date being referred to herein as the \"Closing Date\"),\nat the offices of Simpson Thacher &amp; Bartlett, 425 Lexington Avenue, New York,\nNew York, or at such other place as the Sellers, the Company and the Buyer shall\nagree. At the Closing, each of the parties hereto shall take, or cause to be\ntaken, all such actions and deliver, or cause to be delivered, all such\ndocuments, instruments, certificates and other items as may be required under\nthis Agreement or otherwise, in order to perform or fulfill all covenants and\nagreements on its part to be performed at or prior to the Closing Date.\n\n            1.4 Taking of Necessary Action; Further Action. Each of the parties\nshall use its respective reasonable best efforts to take all such action as may\nbe necessary or appropriate in \n\n\n                                       4\n\n\norder to effectuate the Closing as promptly as possible. If, at any time after\nthe Closing Date, any further action is necessary or desirable to carry out the\npurposes of this Agreement and to vest the Company with full right, title and\npossession to all assets, property, rights, privileges, powers, and franchises\nof the Company, the officers of the Company are fully authorized, in the name of\nthe Company, any Seller, any other Member or otherwise, to take, and shall take,\nall such lawful and necessary action.\n\n            1.5 Purchase Price Adjustment\n\n            (a) Calculation of Net Equity Adjustment. In accordance with the\nprovisions of this Section 1.5, the Buyer and the Sellers agree that to the\nextent that the Closing Net Equity is less than $(16,150,000), the Sellers shall\npay to the Buyer the difference between $(16,150,000) and Closing Net Equity\n(the \"Deficiency Amount\"). For purposes of this Agreement, \"Closing Net Equity\"\nshall mean (A) the Company's total assets minus (B) the Company's total\nliabilities, in each case as set forth on the balance sheet of the Company as of\nthe close of business on the Closing Date (the \"Closing Balance Sheet\"). The\nparties agree that the Closing Balance Sheet shall reflect the total assets and\ntotal liabilities required to be included therein by, and in accordance with,\nGAAP, consistently applied.\n\n            (b) Closing Balance Sheet and Closing Statement. As promptly as\npracticable following the Closing Date, but in no event later than thirty days\nfollowing the Closing Date, the Sellers' Representative (a) shall prepare and\ndeliver to the Buyer (i) the Closing Balance Sheet, (ii) a statement (the\n\"Closing Statement\") showing the Closing Net Equity, the determination of the\nDeficiency Amount, if any, and a calculation of the Purchase Price, and (iii) a\ncertificate to the effect that the Closing Balance Sheet has been prepared in\naccordance with GAAP and fairly presents the financial condition of the Company\nas of the Closing Date and (b) make available to the Buyer all supporting\ndocumentation relating to the Closing Balance Sheet and the Closing Statement.\nThe Buyer and the Sellers shall cooperate with the Sellers' Representative in\nthe preparation of the Closing Balance Sheet and the Closing Statement. The\nBuyer and the Company shall provide the Sellers' Representative with reasonable\naccess, during normal business hours, to the facilities, personnel and\naccounting records of the Company, to the extent reasonably necessary to permit\nthe Sellers' Representative to prepare the Closing Balance Sheet and the Closing\nStatement.\n\n            (c) Review of Closing Balance Sheet and Closing Statement. During\nthe 30-day period following the Buyer's receipt of the Closing Balance Sheet and\nthe Closing Statement (the \"Review Period\"), the Special Committee and its\nadvisors shall be afforded the opportunity to review the Closing Balance Sheet\nand the Closing Statement and the supporting documentation relating thereto.\n\n            (d) Proposed Adjustment Notice. If the Special Committee and its\nadvisors believe that the Closing Balance Sheet was not prepared in accordance\nwith Section 1.5, the Special Committee shall deliver to the Sellers'\nRepresentative, prior to the expiration of the Review Period, a proposed\nadjustment notice (a \"Proposed Adjustment Notice\"). If the Special Committee\ndoes not deliver a Proposed Adjustment Notice to the Sellers' Representative\nprior to \n\n\n                                       5\n\n\nthe expiration of the Review Period, the Closing Balance Sheet and the Closing\nStatement shall become final, binding and conclusive on both the Buyer and the\nSellers.\n\n            (e) Dispute Resolution. If a Proposed Adjustment Notice is delivered\nwithin the period set forth in Section 1.5(d), the Special Committee and the\nSellers' Representative shall negotiate in good faith for a ten Business Day\nperiod commencing on the date of delivery of the Proposed Adjustment Notice to\nresolve such dispute. If the Special Committee and the Sellers' Representative\ncannot resolve such dispute within such ten Business Day period, the Special\nCommittee and the Sellers' Representative shall retain a mutually acceptable\naccounting firm of nationally recognized reputation to act as the arbitrator\n(the \"Arbitrator\") of such dispute. Any such arbitration shall be conducted in\nNew York, New York. If the parties are not able to agree to an Arbitrator, then\nthe office of the American Arbitration Association, located in New York City,\nshall select a firm of independent public accountants of nationally recognized\nreputation to serve as the Arbitrator. The Arbitrator shall be requested to act\npromptly to resolve any dispute in accordance with the terms of this Agreement,\nit being understood that the sole issue for the Arbitrator shall be whether the\nClosing Balance Sheet was prepared in accordance with Section 1.5, and to issue\nits written decision within thirty days after the appointment of such\nArbitrator, which decision shall be final, binding and conclusive on both the\nBuyer and the Sellers. The Special Committee, the Buyer and the Sellers'\nRepresentative shall cooperate with the Arbitrator in connection with this\nSection 1.5. Without limiting the generality of the foregoing, the Special\nCommittee, the Buyer and the Sellers' Representative shall each provide, or\ncause to be provided to the Arbitrator all information and records, and to make\navailable at the arbitration proceeding all personnel, as are reasonably\nnecessary to permit the Arbitrator to resolve any disputes pursuant to this\nSection 1.5. The expenses of the Arbitrator in resolving any disputes under this\nSection 1.5 shall be borne equally by the Buyer, on the one hand, and the\nSellers, on the other hand.\n\n            (f) Payment of Purchase Price Adjustment. At such time as the\nClosing Statement becomes final and binding in accordance with Section 1.5 after\nthe Closing then, within three Business Days thereafter, if the Closing\nStatement reflects that the Purchase Price is less than the Estimated Purchase\nPrice, then the Sellers shall pay to an account designated by the Buyer in\nimmediately available funds, an amount equal to the amount of such shortfall,\nand if the Closing Statement reflects that the Purchase Price is greater than\nthe Estimated Purchase Price, then the Buyer shall pay to an account designated\nby the Sellers' Representative, the amount of such excess, in each case, plus\ninterest for the number of days from and including the thirtieth day following\nthe Closing Date to but excluding the payment date, at a rate equal to the Prime\nRate, calculated on the basis of actual days elapsed over a 365-day year.\n\n            (g) Adjustment for Cash of Vendamerica. At least one Business Day\nbefore the Closing, Parent shall provide notice to the Buyer of the amount in\nVendamerica's checking account at Citibank N.A. as of such date. On the Closing\nDate, the Buyer shall pay to Parent, as additional consideration for the Shares,\nan amount equal to the amount set forth in such notice.\n\n\n                                       6\n\n\n            Article 2. Representations and Warranties Relating to the Members\nand the Company.\n\n            Except as set forth in the corresponding sections of the disclosure\nletter delivered by the Sellers and the Company to the Buyer upon or prior to\nentering into this Agreement (the \"Sellers' Disclosure Letter\") the Sellers and\nthe Company represent and warrant severally as to representations and warranties\nrelating to themselves (and, with respect to Parent, severally as to\nrepresentations and warranties relating to Vendamerica), and jointly and\nseverally as to representations and warranties relating to the Company, to the\nBuyer as follows:\n\n            2.1 Organization and Standing. (a) The Company is a limited\nliability company duly formed, validly existing, and in good standing under the\nLaws of the State of Delaware and has all requisite limited liability company\npower and authority to own, lease and operate its properties and assets and to\nconduct its business as it is now being conducted. The Company is duly qualified\nto do business as a foreign limited liability company and is in good standing\nunder the Laws of each state in which the operation of its business or ownership\nof its assets makes such qualification necessary, except where the failure to so\nqualify or be in good standing would not reasonably be expected to have a\nMaterial Adverse Effect.\n\n            (b) The Buyer has been furnished a complete and correct copy of the\nCompany's certificate of formation and the LLC Agreement, each as currently in\neffect.\n\n            (c) Except as set forth in Section 2.1(c) of the Sellers' Disclosure\nLetter, none of the Members nor the Company has made an election pursuant to\nRegulation Section 301.7701-3(c) or any comparable state Law or regulation to\nhave the Company treated as an association taxable as a corporation for federal\nor state income tax purposes.\n\n            2.2 Binding Agreement. (a) Each Member which is a natural person has\nthe capacity, and each other Member that is a party hereto has all requisite\npower and authority, to execute and deliver this Agreement, to carry out its\nobligations hereunder and to consummate the transactions contemplated hereby.\nPursuant to the terms of the LLC Agreement, Leonard Riggio hereby consents to\nthe transfer of each of such Members' limited liability company interests\npursuant to this Agreement. This Agreement has been duly executed and delivered\non behalf of each of such Members and, assuming the due authorization, execution\nand delivery by the Buyer, constitutes a legal, valid and binding obligation of\neach of such Members enforceable in accordance with its terms, except as may be\nlimited by bankruptcy, insolvency, moratorium or other laws affecting creditors'\nrights generally and general principles of equity.\n\n            (b) Parent has all requisite corporate power and authority to\nexecute and deliver this Agreement, to carry out its obligations hereunder and\nto consummate the transactions contemplated hereby. The execution and delivery\nof this Agreement by Parent and the consummation by Parent of its obligations\nhereunder have been duly and validly authorized by all necessary corporate\naction on the part of Parent. This Agreement has been duly executed and\ndelivered on behalf of Parent and, assuming the due authorization, execution and\ndelivery by the Buyer and the Members, constitutes a legal, valid and binding\nobligation of Parent enforceable in \n\n\n                                       7\n\n\naccordance with its terms, except as may be limited by bankruptcy, insolvency,\nmoratorium or other laws affecting creditors' rights generally and general\nprinciples of equity.\n\n            (c) The Company has all requisite limited liability company power\nand authority to enter into this Agreement, to execute and deliver this\nAgreement, to carry out its obligations hereunder and to consummate the\ntransactions contemplated hereby. The execution and delivery of this Agreement\nby the Company and the consummation by the Company of its obligations hereunder\nhave been duly and validly authorized by all necessary limited liability company\nand Member action on the part of the Company. This Agreement has been duly\nexecuted and delivered on behalf of the Company and, assuming the due\nauthorization, execution and delivery by the Buyer, constitutes a legal, valid\nand binding obligation of the Company enforceable in accordance with its terms,\nexcept as may be limited by bankruptcy, insolvency, moratorium or other laws\naffecting creditors' rights generally and general principles of equity.\n\n            2.3 Absence of Conflicting Agreements or Required Consents. Except\nas set forth in Section 2.3 of the Sellers' Disclosure Letter and, in the case\nof clauses (c) and (d), except for such violations, conflicts, breaches,\ndefaults, consents, approvals, authorizations, orders, actions, registrations,\nfilings, declarations, notifications and Encumbrances that would not,\nindividually or in the aggregate, reasonably be expected to have a Material\nAdverse Effect or materially impair or delay the consummation of the\ntransactions contemplated hereby, the execution, delivery and performance by the\nSellers and the Company of this Agreement do not and will not (a) violate,\nconflict with or result in the breach or default of any provision of the\nCompany's certificate of formation or the LLC Agreement, or the organizational\ndocuments of any of the Members or Parent, (b) conflict with or violate any Law\nor Governmental Order applicable to any Member, Parent or the Company or any of\ntheir respective properties or assets, (c) except for the notification\nrequirements of the HSR Act and any filing obligations of the Buyer pursuant to\nthe Exchange Act, require any consent, approval, authorization or other order\nof, action by, registration or filing with or declaration or notification to any\nGovernmental Authority or any other Person or (d) conflict with, result in any\nviolation or breach of, constitute a default (or event which with the giving of\nnotice, or lapse of time or both, would become a default) under, require any\nconsent under, or give to others any rights of termination, amendment,\nacceleration, suspension, revocation or cancellation of, or result in the\ncreation of any Encumbrance on any of the Members', Parent's or the Company's\nrespective assets, or result in the imposition or acceleration of any payment,\ntime of payment, vesting or increase in the amount of compensation or benefit\npayable, pursuant to, any note, bond, mortgage or indenture, contract,\nagreement, lease, sublease, license or permit, or franchise to which any Member,\nParent or the Company is a party or by which their respective assets are bound.\n\n            2.4 Company Interests. (a) The Members are the sole members of the\nCompany. Upon the consummation of the transactions contemplated hereby, Buyer\nwill own, directly or indirectly, 100% of the limited liability company\ninterests in the Company. No Person has any preemptive right to purchase any\nlimited liability company interests or any other securities of the Company.\nThere are no outstanding securities or other instruments of the Company which\nare convertible into or exchangeable for any limited liability company interests\nof the Company and there are no commitments to issue such securities or\ninstruments or otherwise make a Person a \n\n\n                                       8\n\n\nmember of the Company (except the Buyer pursuant to this Agreement). Except as\nset forth in Section 2.4(a) of the Sellers' Disclosure Letter, there is no\nexisting option, warrant, right, call, commitment of any character granted or\nissued by the Company governing the issuance of any limited liability company\ninterests of the Company or any \"phantom\" securities giving the holder thereof\nany economic attributes of ownership. All limited liability company interests of\nthe Company have been offered, issued and sold in compliance with applicable\nLaw. The limited liability company interests of the Members, as set forth on\nSchedule I, constitute all of the outstanding limited liability company\ninterests of the Company.\n\n            (b) Each of the Members has good and marketable title to, and owns,\nthe limited liability company interests of the Company, beneficially and of\nrecord which are set forth next to his or its name on Schedule I. Such limited\nliability company interests are fully paid and non-assessable and, except for\nany right of the Buyer under this Agreement, are free and clear of all\nEncumbrances, demands, preemptive rights and adverse claims of any nature. Each\nMember has full voting power over his limited liability company interests,\nsubject to no proxy, members' agreement, voting trust or other agreement\nrelating to the voting of any of the limited liability company interests of the\nCompany. Except as set forth in Section 2.4(b) of the Sellers' Disclosure Letter\nand other than this Agreement, there is no agreement between any of the Members\nand any Person with respect to the disposition of the limited liability company\ninterests of the Company. Upon the consummation of the Closing, (i) each Member\n(other than Vendamerica) will have transferred to the Buyer good title to all\nlimited liability company interests owned by such Member, and (ii) Vendamerica\nwill have good title to the limited liability company interests owned by it, in\neach case free and clear of all Encumbrances, other than those that may be\nimposed by or on behalf of the Buyer.\n\n            (c) Except as set forth in Section 2.4 of the Sellers' Disclosure\nLetter, the Company, directly or indirectly, does not own or have the power to\nvote or the right to acquire the power to vote, or to exercise a controlling\ninfluence with respect to, securities of, or any other direct or indirect equity\ninterest in, any Person.\n\n            2.5 Financial Statements. (a) The Buyer has been furnished audited\nbalance sheets for the Company as of February 1, 1997, January 31, 1998 and\nJanuary 30, 1999 and audited statements of income and retained earnings and cash\nflows for the years then ended, or, in the case of February 1, 1997, the period\nfrom inception to February 1, 1997, all certified by BDO Seidman, LLP,\nindependent accountants, whose opinions thereon are included therein\n(collectively referred to herein as the \"Audited Financial Statements\"), and the\nconsolidated balance sheet for the Company as of July 31, 1999 and statements of\nincome and cash flows for the six-month period then ended (the \"Unaudited\nFinancial Statements\" and, together with the Audited Financial Statements, the\n\"Financial Statements\"). Except as otherwise disclosed in Section 2.5 of the\nSellers' Disclosure Letter, (i) the Unaudited Financial Statements (including\nany notes thereto) present fairly, in all material respects, the financial\nposition of the Company as of the dates thereof and the results of its\noperations for the periods then ended in conformity with GAAP, subject to\nyear-end adjustments which are, in the aggregate, not material and (ii) the\nbalance sheets contained in the Financial Statements present fairly the\nvaluation of the Company's merchandise inventory.\n\n\n                                       9\n\n\n            (b) Except as set forth in Section 2.5 of the Sellers' Disclosure\nLetter, the Company has no material liability or obligation, secured or\nunsecured (whether absolute, accrued, contingent or otherwise, and whether due\nor to become due), of a nature required by GAAP to be reflected in a balance\nsheet or disclosed in the notes thereto, except such liabilities and obligations\nthat are adequately accrued or reserved against in the Financial Statements or\ndisclosed in the notes thereto or that were incurred after the date of the\nFinancial Statements either in the ordinary course of business of the Company\nconsistent with past practice or in connection with the transactions\ncontemplated by this Agreement.\n\n            2.6 Absence of Certain Changes, Events and Conditions. From January\n30, 1999 through the date hereof, except as otherwise provided in or\ncontemplated by this Agreement or as disclosed in Section 2.6 of the Sellers'\nDisclosure Letter:\n\n            (a) other than in the ordinary course of business consistent with\n      past practice, the Company has not sold, transferred, leased, subleased,\n      licensed or otherwise disposed of any material assets (for the purposes of\n      this clause (a), a \"material asset\" is an individual asset that has a\n      value in excess of $50,000 or assets that have an aggregate value in\n      excess of $100,000);\n\n            (b) (i) the Company has not granted any increase, or announced any\n      increase, in the wages, salaries, compensation, bonuses, incentives,\n      pension or other benefits payable to any of the officers or employees of\n      the Company, including any increase or change pursuant to any Employee\n      Benefit Plan, or (ii) established, increased (or promised to increase) or\n      accelerated the payment or vesting of any benefits under any Employee\n      Benefit Plan with respect to officers or employees, in either case except\n      (A) as required by Law, (B) that involve only increases to employees (but\n      not officers) consistent with the past practices of the Company or (C) as\n      required under any existing agreement or arrangement (a copy of which has\n      been made available to the Buyer);\n\n            (c) the Company has not made any material change in any method of\n      accounting or accounting practice or policy used by the Company, other\n      than changes required by Law or under GAAP;\n\n            (d) the Company has not suffered any material casualty loss or\n      damage, whether or not covered by insurance;\n\n            (e) there has not been any direct or indirect redemption or other\n      acquisition by the Company of any limited liability company interests of\n      any class of the Company, or any declaration, setting aside or payment of\n      any dividend or other distribution in respect of any limited liability\n      company interest of the Company;\n\n            (f)  there has not been any Material Adverse Effect;\n\n            (g) the Company has been operated only in the ordinary and usual\n      course consistent with past practice;\n\n\n                                       10\n\n\n            (h) the Company has not created, incurred, assumed or guaranteed any\n      liabilities, obligations or indebtedness for borrowed money except for net\n      borrowings under existing lines of credit or the creation of trade\n      payables, in each case in the ordinary course of business consistent with\n      the past practices of the Company;\n\n            (i) the Company has not compromised, settled, granted any waiver or\n      release relating to, or otherwise adjusted any material Action,\n      Indebtedness or any other claims or rights of the Company; and\n\n            (j) the Company has not entered into any agreement, contract,\n      commitment or arrangement to do any of the foregoing.\n\n            2.7 Litigation. Except as disclosed in Section 2.7 of the Sellers'\nDisclosure Letter, (i) there are no Actions against any of the Sellers (with\nrespect to the Company) or the Company pending, or, to the knowledge of the\nSellers or the Company, threatened to be brought by or before any Person or\nGovernmental Authority, in each case with respect to the Company, which would,\nif adversely determined as to such Seller or the Company, result in a liability\nto the Company of greater than $100,000, (ii) none of the Sellers nor the\nCompany is subject to any Governmental Order (nor, to the knowledge of the\nCompany and the Sellers, are there any such Governmental Orders threatened to be\nimposed by any Governmental Authority), in each case with respect to the Company\nand (iii) there is no Action pending, or, to the knowledge of the Sellers and\nthe Company, threatened to be brought before any Governmental Authority, that\nseeks to question, delay or prevent the consummation of the transactions\ncontemplated hereby.\n\n            2.8 Insurance. Except as set forth in Sections 2.8 or 2.12 of the\nSellers' Disclosure Letter, (i) all insurance policies to which the Company is a\nparty or under which the Company is covered as an additional named insured or\notherwise (or replacement policies therefor) are in full force and effect, and\nthe Members or the Company has paid all premiums due and is not in default, (ii)\nno notice of cancellation or non-renewal with respect to, or disallowance of any\nclaim under, any such policy has been received by the Members or the Company and\n(iii) none of the Members nor the Company has been refused insurance with\nrespect to the Company, nor has coverage with respect to the Company been\npreviously canceled or materially limited, by an insurer to which a Member or\nthe Company has applied for such insurance, or with which a Member or the\nCompany has held insurance, within the last three years.\n\n            2.9 Material Contracts. Section 2.9 of the Sellers' Disclosure\nLetter sets forth all Material Contracts of the Company as of the date hereof.\nComplete and accurate copies of all written Material Contracts listed in Section\n2.9 of the Sellers' Disclosure Letter have been delivered or made available to\nthe Buyer (except as otherwise noted therein). Except as set forth in Section\n2.9 of the Sellers' Disclosure Letter, (a) each Material Contract is legal,\nvalid and binding on the Company and, to the knowledge of the Sellers and the\nCompany, the other parties thereto, and enforceable in accordance with the terms\nthereof, (b) each Material Contract is in full force and effect, (c) neither the\nCompany nor any of the Members is in default under any Material Contract, (d)\nnone of the Members nor the Company has waived any of its rights under any\nMaterial Contract and (e) to the knowledge of the Sellers and the Company, no\nother party to \n\n\n                                       11\n\n\nany Material Contract has breached or is in default thereunder and there does\nnot exist any event or condition that, with or without the lapse of time or the\ngiving of notice, would become such a breach or default or would cause the\nacceleration of any obligation thereunder.\n\n            2.10 Permits and Licenses; Compliance with Law. (a) Except as set\nforth in Section 2.10 of the Sellers' Disclosure Letter, (i) the Company\ncurrently holds all the permits, licenses, authorizations, certificates,\nexemptions and approvals of Governmental Authorities or other Persons including\nEnvironmental Permits, necessary for the current operation and conduct of the\nCompany in all material respects as it is being conducted by the Company\n(collectively, \"Permits\"), and all Permits are in full force and effect, (ii)\nsince November 26, 1996, the Company has not received any written notice from\nany Governmental Authority revoking, canceling, rescinding, materially modifying\nor refusing to renew any Permit and (iii) the Company is in compliance in all\nmaterial respects with the requirements of all Permits.\n\n            (b) Except as disclosed in Section 2.10 of the Sellers' Disclosure\nLetter, (i) the Company is in compliance in all material respects with all Laws\nand Governmental Orders applicable to the conduct of the Company as it is being\nconducted and (ii) the Company has not been charged since November 26, 1996 by\nany Governmental Authority with a violation of any Law or any Governmental Order\nrelating to the conduct of the Company.\n\n            2.11 Environmental Matters. Except as disclosed in Section 2.11 of\nthe Sellers' Disclosure Letter, and only with respect to Real Property that is\nleased, to the knowledge of the Company, (i) Hazardous Materials have not been\nReleased on any Real Property in violation of applicable Environmental Law and\nhave not migrated to or from the Real Property so as to result in a violation of\napplicable Environmental Law, and all Releases required to be reported under\napplicable Environmental Law have been reported to the appropriate Governmental\nAuthority in accordance with such Environmental Law and, to the extent required,\nremediated to the satisfaction of such Governmental Authority; (ii) there have\nbeen no events related to the Company that would reasonably be expected to give\nrise to liability under any Environmental Law; (iii) the Company is now, and has\nbeen since November 26, 1996, in compliance with all applicable Environmental\nLaws relating to the Company and there are no extant conditions that would\nreasonably be expected to constitute an impediment to such compliance in the\nfuture, nor are there any pending investigations or requests for information by\nany Governmental Authority with respect to past compliance; (iv) the Company has\ndisposed of all wastes arising from or otherwise relating to the Company,\nincluding those wastes containing Hazardous Materials, in compliance with all\napplicable Environmental Laws (including the filing of any required reports with\nrespect thereto) and Environmental Permits and (v) there are no pending or\nthreatened, Environmental Claims against the Company relating to its Real\nProperty.\n\n            2.12 Employee Benefit Matters. (a) Section 2.12(a) of the Sellers'\nDisclosure Letter identifies each Employee Benefit Plan. The Buyer has been\nfurnished copies of the Employee Benefit Plans (and, if applicable, related\ntrust agreements) and all amendments thereto and written interpretations thereof\ntogether with the three most recent annual reports (Form 5500 including, if\napplicable, Schedule B thereto) and the most recent actuarial valuation report\nprepared in connection with any Employee Benefit Plan. Neither the Company nor\nany of its \n\n\n                                       12\n\n\nERISA Affiliates has now, or has maintained in the past, any Employee Benefit\nPlan which is (i) a Multiemployer Plan, (ii) a Title IV Plan or (iii) Employee\nBenefit Plan maintained in connection with any trust described in Section\n501(c)(9) of the Code.\n\n            (b) No transaction prohibited by Section 406 of ERISA or Section\n4975 of the Code has occurred with respect to any Employee Benefit Plan or\narrangement which is covered by Title I of ERISA which transaction has or will\ncause the Company or any of its Subsidiaries to incur any material liability\nunder ERISA, the Code or otherwise, excluding transactions effected pursuant to\nand in compliance with a statutory or administrative exemption.\n\n            (c) Each Employee Benefit Plan that is intended to be qualified\nunder Section 401(a) of the Code is so qualified and has been so qualified\nduring the period since its adoption; each trust created under any such Employee\nBenefit Plan is exempt from Tax under Section 501(a) of the Code and has been so\nexempt since its creation. Buyer has been provided with the most recent\ndetermination letter of the Internal Revenue Service relating to each such\nEmployee Benefit Plan. Each Employee Benefit Plan has been maintained in\nsubstantial compliance with its terms and with the requirements prescribed by\nany and all applicable statutes, orders, rules and regulations, including ERISA\nand the Code.\n\n            (d) Neither the Company nor any of its Subsidiaries has any current\nor projected liability in respect of post-employment or post-retirement health\nor medical or life insurance benefits for retired, former or current employees\nof the Company, except as required to avoid excise Tax under Section 4980B of\nthe Code.\n\n            (e) Except as disclosed in Section 2.12(e) of the Sellers'\nDisclosure Letter, there is no contract, plan or arrangement (written or\notherwise) covering any employee or former employee of the Company that,\nindividually or collectively, could give rise to the payment of any amount that\nwould not be deductible pursuant to the terms of Section 280G of the Code and no\nemployee or former employee of the Company or any of its Subsidiaries will\nbecome entitled to any bonus, retirement, severance, job security or similar\nbenefit or enhanced such benefit (including acceleration of vesting or exercise\nof an incentive award) as a result of the transactions contemplated hereby.\n\n            (f) There are no pending, or, to the knowledge of the Company,\nthreatened or anticipated, claims under or with respect to any Employee Benefit\nPlan, by any employee or beneficiary covered under any such Employee Benefit\nPlan, or otherwise involving such Employee Benefit Plan (other than routine\nclaims for benefits).\n\n            2.13 Intellectual Property. Except as disclosed in Section 2.13 of\nthe Sellers' Disclosure Letter, (a) the rights of the Company in or to the\nIntellectual Property do not conflict with or infringe on the rights of any\nother Person, and the Company has not received any claim from any Person to such\neffect nor, to the Company's or the Sellers' knowledge, has any such claim been\nthreatened, (b) the Company owns, licenses or otherwise has the right to use,\nall Intellectual Property and (c) to the knowledge of the Company, no other\nPerson is infringing or diluting the rights of the Company with respect to the\nIntellectual Property.\n\n\n                                       13\n\n\n            2.14 Taxes. Except as disclosed in Section 2.14 of the Sellers'\nDisclosure Letter, (i) all Tax Returns required to be filed by the Company have\nbeen timely filed, and such Tax Returns are true, complete and correct in all\nmaterial respects; (ii) all Taxes shown on such Tax Returns have been timely\npaid other than such Taxes, if any, as are described in Section 2.14 of the\nSellers' Disclosure Letter and are being contested in good faith and as to which\nadequate reserves (determined in accordance with GAAP) have been provided in the\nFinancial Statements of the Company; (iii) no adjustment relating to such Tax\nReturns has been proposed in writing by any Tax authority and remains\nunresolved; (iv) there are no Tax liens on any of the Company's assets (other\nthan liens for Taxes that are not yet due and payable); and (v) all Taxes that\nthe Company is required to pay, withhold or collect have been duly paid,\nwithheld or collected and, to the extent required, have been paid to the proper\nTax authority.\n\n            2.15 Commissions. Other than Merrill Lynch &amp; Co. there is no broker,\nfinancial advisor or finder or other Person who has any valid claim against the\nMembers, Parent, the Company, any of their respective Affiliates or any of their\nrespective assets for a commission, finders' fee, brokerage fee, advisory fee or\nother similar fee in connection with this Agreement, or the transactions\ncontemplated hereby, by virtue of any actions taken by or on behalf of the\nCompany, the Members, Parent or the Company's officers, employees or agents.\n\n            2.16 Affiliate Transactions. Except as set forth in Section 2.16 of\nthe Sellers' Disclosure Letter or as otherwise provided or permitted in this\nAgreement, since November 26, 1996, the Company has not engaged in any\ntransaction with any Affiliate thereof that was material to the Company. Except\nas set forth in Section 2.16 of the Sellers' Disclosure Letter, the Company is\nnot a party to any material agreements or arrangements with any Affiliates.\n\n            2.17 Year 2000 Compliance. Assuming that the Company continues after\nthe Closing Date to adhere to the current programs and practices of the Company\nwith respect to such matters (including expenditures for the items relating\nthereto set forth in the Company's current 1999 capital expenditure budget), to\nthe knowledge of the Company, there are no Year 2000 Conditions that would\nreasonably be expected to interfere in any material respect with the conduct of\nthe Company's business as it is currently conducted. For purposes of this\nSection 2.17, a \"Year 2000 Condition\" means any condition imbedded in any\ncomputer software used by the Company that would reasonably be expected to cause\nsuch software not to (i) correctly handle date information before, during and\nafter September 9, 1999, including accepting data input, providing date output\nand performing calculations on dates or portions of dates, (ii) function\naccurately and without interruption before, during and after September 9, 1999,\nwithout any change in operations associated with the advent of the new century,\n(iii) fail to respond to two-digit, year-date input in a way that resolves the\nambiguity as to century in a disclosed, defined and predetermined manner and\n(iv) store and provide output of data information in ways that are unambiguous\nas to century.\n\n            2.18 Inventory. All of the inventory of the Company reflected in the\nUnaudited Financial Statements or acquired after July 31, 1999, (i) is owned by\nthe Company free and clear of any Encumbrances other than Permitted\nEncumbrances, (ii) except for reserves reflected in the Unaudited Financial\nStatements or as set forth in Section 2.18 of the Sellers' Disclosure Letter,\n\n\n                                       14\n\n\nbased on commercial circumstances existing on the date hereof, is in usable and\nsaleable condition and (iii) was acquired by the Company in the ordinary course\nof business.\n\n            2.19 Assets other than Real Property. The Company has good and valid\ntitle to all material assets (other than Real Property or interests in Real\nProperty) it owns, including those reflected in the Unaudited Financial\nStatements or thereafter acquired, except those sold or otherwise disposed of\nsince the date of the Unaudited Financial Statements not in violation of this\nAgreement, in each case free and clear of all Encumbrances except Permitted\nEncumbrances.\n\n            2.20 Real Property. (a) Section 2.20(a) of the Sellers' Disclosure\nLetter sets forth a complete list of all material Real Property and interests in\nReal Property owned in fee by the Company (the \"Owned Properties\") or leased and\na complete list of all material Real Property and interests in Real Property\nleased by the Company (the \"Leased Properties\"; an Owned Property or a Leased\nProperty being sometimes referred to herein, individually, as a \"Subject\nProperty\" and collectively, as \"Subject Properties\"). The Company has good and\nmarketable fee title to all Owned Property free and clear of all Encumbrances\nexcept (i) Permitted Encumbrances, (ii) as set forth in Section 2.20(a) of the\nSellers' Disclosure Letter, (iii) easements, covenants, rights-of-way and other\nsimilar restrictions, whether or not of record, (iv) any conditions that may be\nshown by a current, accurate survey or physical inspection of any Subject\nProperty made prior to the Closing and (v) (A) zoning, building and other\nsimilar restrictions, and (B) Encumbrances, easements, covenants, rights-of-way\nand other similar restrictions that have been placed by a developer, landlord or\nother third party on any Subject Property which is not owned in fee by the\nCompany and subordination or similar agreements relating thereto. Except as set\nforth in Section 2.20(a) of the Sellers' Disclosure Letter, all buildings and\nstructures included within any Owned Property lie wholly within the boundaries\nof the Owned Property and do not encroach upon the property of, or otherwise\nconflict with the property rights of, any other Person. Except as set forth in\nSection 2.20(a) of the Sellers' Disclosure Letter, the Company is the lessee of\nall the Leased Property and is in possession of the premises purported to be\nleased thereunder, and each such lease is a valid obligation of such lessee\nwithout any material default thereunder by such lessee. The consummation of the\ntransactions contemplated by this Agreement will not result in a breach of, or a\ndefault under, any lease with respect to any Leased Property.\n\n            (b) Set forth in Section 2.20(b) of the Sellers' Disclosure Letter\n      is a list of those 50 leases with respect to Leased Property that\n      generated the most revenues for the fiscal year ended February 1, 1999.\n      Those leases generated in the aggregate 18.6% of the Company's revenues\n      for such period.\n\n            2.21 Important Suppliers and Customers. Set forth in Section 2.21 of\nthe Sellers' Disclosure Letter is a complete and accurate list of:\n\n            (a) the names and addresses of the ten largest suppliers (by dollar\n      volume) of products and services to the Company during each of its last\n      two fiscal years, with a description of the existing contractual\n      arrangements, if any, for continued supply from each such firm;\n\n\n                                       15\n\n\n            (b) the names and addresses of any sole source suppliers of\n      significant goods or services to the Company with respect to which\n      practical alternative sources of supply are not available on comparable\n      terms and conditions, with a description of the contractual arrangements\n      for continued supply from each such firm; and\n\n            (c) the dollar volume of purchases from each supplier referred to in\n      paragraphs (a) and (b) above during each of the last two fiscal years.\n\n            2.22 Accuracy and Completeness of Representations and Warranties. No\nrepresentation, warranty or statement made by the Company in this Agreement\ncontains any untrue statement of a material fact or omits a material fact\nnecessary in order to make the representation, warranty or statement made not\nmisleading.\n\n            Article 3. Representations and Warranties Relating to Vendamerica.\n\n            Except as set forth in the corresponding sections of the disclosure\nletter delivered by Parent to the Buyer upon or prior to entering into this\nAgreement (the \"Parent Disclosure Letter\"), Parent represents and warrants to\nthe Buyer as follows:\n\n            3.1 Organization and Standing. (a) Vendamerica is a corporation duly\nincorporated, validly existing and in good standing under the Laws of the State\nof Connecticut and has all requisite corporate power and authority to own, lease\nand operate its properties and assets and to conduct its business as it is now\nbeing conducted. Vendamerica is duly qualified to do business as a foreign\ncorporation and is in good standing under the Laws of each state in which the\noperation of its business or ownership of its assets makes such qualification\nnecessary.\n\n            (b) Parent has previously delivered to the Buyer a complete and\n      correct copy of Vendamerica's certificate of incorporation and by-laws,\n      each as currently in effect.\n\n            3.2 Absence of Liabilities. Except as set forth in Section 3.2 of\nthe Parent Disclosure Letter, Vendamerica has no liability or obligation,\nsecured or unsecured (whether absolute, accrued, contingent or otherwise, and\nwhether due or to become due).\n\n            3.3 Capital Stock. (a) The authorized capital stock of Vendamerica\nconsists of 1000 shares of common stock, no par value per share, all of which\nare issued and outstanding as of the date hereof; and such shares are duly\nauthorized and validly issued, fully paid and non-assessable. Parent is the\nrecord and beneficial owner of the Shares. The Shares have not been issued in\nviolation of, and are not subject to any purchase option, call, right of first\nrefusal, preemptive, subscription or similar rights under, any provision of\napplicable Law, the organization documents of Vendamerica, or any contract,\nagreement or instrument to which either Parent or Vendamerica is a party. Except\nfor the obligations of Parent under this Agreement, there are no outstanding\nwarrants, options, rights, agreements, convertible or exchangeable securities or\nother commitments pursuant to which Parent or Vendamerica is or may become\nobligated to issue, sell, purchase or redeem any shares of capital stock, or\nother securities of Vendamerica.\n\n\n                                       16\n\n\n            (b) Parent has good and marketable title to the Shares, free and\n      clear of any Encumbrances. At the Closing, Parent will transfer to Buyer\n      good and marketable title to the Shares, free and clear of any\n      Encumbrances other than those that may be imposed by or on behalf of the\n      Buyer.\n\n            (c) Other than its limited liability company interests in the\n      Company, Vendamerica, directly or indirectly, does not own or have the\n      power to vote or the right to acquire the power to vote, or to exercise a\n      controlling influence with respect to, securities of, or any other direct\n      or indirect equity interest in, any Person.\n\n            3.4 Litigation. (a) There are no Actions against Parent (with\nrespect to Vendamerica) or Vendamerica pending, or, to the knowledge of Parent\nor Vendamerica, threatened to be brought by or before any Person or Governmental\nAuthority, in each case with respect to Vendamerica and (b) neither Parent nor\nVendamerica is subject to any Governmental Order (nor, to the knowledge of\nVendamerica and Parent, are there any such Governmental Orders threatened to be\nimposed by any Governmental Authority), in each case with respect to\nVendamerica.\n\n            3.5 Insurance. (i) All insurance policies to which Vendamerica is a\nparty or under which Vendamerica is covered as an additional named insured or\notherwise (or replacement policies therefor) are in full force and effect, and\nall premiums due have been paid and neither Parent nor Vendamerica is in\ndefault, (ii) no notice of cancellation or non-renewal with respect to, or\ndisallowance of any claim under, any such policy has been received by Parent or\nVendamerica and (iii) neither Parent nor Vendamerica has been refused insurance\nwith respect to Vendamerica, nor has coverage with respect to Vendamerica been\npreviously canceled or materially limited, by an insurer to which Parent or\nVendamerica has applied for such insurance, or with which Parent or Vendamerica\nhas held insurance, within the last three years.\n\n            3.6 Contracts. Section 3.6 of the Parent Disclosure Letter sets\nforth all contracts of Vendamerica as of the date hereof (the \"Vendamerica\nContracts\"). Complete and accurate copies of all written contracts listed in\nSection 3.6 of the Parent Disclosure Letter have been delivered or made\navailable to the Buyer. Except as set forth in Section 3.6 of the Parent\nDisclosure Letter, (a) each Vendamerica Contract is legal, valid and binding on\nVendamerica and, to the knowledge of Parent and Vendamerica, the other parties\nthereto, and enforceable in accordance with the terms thereof, (b) each\nVendamerica Contract is in full force and effect, (c) neither Parent or\nVendamerica is in default under any Vendamerica Contract, (d) neither Parent or\nVendamerica has waived any of its rights under any Vendamerica Contract and (e)\nto the knowledge of Parent and Vendamerica, no other party to any Vendamerica\nContract has breached or is in default thereunder and there does not exist any\nevent or condition that, with or without the lapse of time or the giving of\nnotice, would become such a breach or default or would cause the acceleration of\nany obligation thereunder.\n\n            3.7 Permits and Licenses; Compliance with Law. (a) (i) Vendamerica\ncurrently holds all the permits, licenses, authorizations, certificates,\nexemptions and approvals of Governmental Authorities or other Persons including\nEnvironmental Permits, necessary for the \n\n\n                                       17\n\n\ncurrent operation and conduct of the business of Vendamerica as it is being\nconducted by Vendamerica (collectively, \"Vendamerica Permits\"), and all\nVendamerica Permits are in full force and effect, (ii) since December 31, 1995,\nVendamerica has not received any written notice from any Governmental Authority\nrevoking, canceling, rescinding, materially modifying or refusing to renew any\nVendamerica Permit and (iii) Vendamerica is in compliance with the requirements\nof all Vendamerica Permits.\n\n            (b) (i) Vendamerica is in compliance with all Laws and Governmental\nOrders applicable to the conduct of the business of Vendamerica as it is being\nconducted and (ii) Vendamerica has not been charged by any Governmental\nAuthority with a violation of any Law or any Governmental Order relating to the\nconduct of Vendamerica which charge has not been settled.\n\n            3.8 Environmental Matters. With respect to Real Property that is\nleased, to the knowledge of Vendamerica, (i) Hazardous Materials have not been\nReleased on any Real Property in violation of applicable Environmental Law and\nhave not migrated to or from the Real Property so as to result in a violation of\napplicable Environmental Law, and all Releases required to be reported under\napplicable Environmental Law have been reported to the appropriate Governmental\nAuthority in accordance with such Environmental Law and, to the extent required,\nremediated to the satisfaction of such Governmental Authority; (ii) there have\nbeen no events related to Vendamerica that would reasonably be expected to give\nrise to liability under any Environmental Law; (iii) Vendamerica is now, and has\nbeen since December 31, 1995, in compliance with all applicable Environmental\nLaws relating to Vendamerica and there are no extant conditions that would\nreasonably be expected to constitute an impediment to such compliance in the\nfuture, nor are there any pending investigations or requests for information by\nany Governmental Authority with respect to past compliance; (iv) Vendamerica has\ndisposed of all wastes arising from or otherwise relating to Vendamerica,\nincluding those wastes containing Hazardous Materials, in compliance with all\napplicable Environmental Laws (including the filing of any required reports with\nrespect thereto) and Environmental Permits and (v) there are no pending or\nthreatened, Environmental Claims against Vendamerica relating to its Real\nProperty.\n\n            3.9 Employee Benefit Matters. As of the date hereof, Vendamerica has\nno employees and no Employee Benefit Plans.\n\n            3.10 Taxes. Except as disclosed in Section 3.10 of the Parent\nDisclosure Letter, (i) all Tax Returns required to be filed by Vendamerica have\nbeen timely filed, and such Tax Returns are true, complete and correct in all\nmaterial respects; (ii) all Taxes shown on such Tax Returns have been timely\npaid; (iii) no adjustment relating to such Tax Returns has been proposed in\nwriting by any Tax authority and remains unresolved; (iv) there are no Tax liens\non any of Vendamerica's assets (other than liens for Taxes that are not yet due\nand payable); and (v) all Taxes that Vendamerica is required to pay, withhold or\ncollect have been duly paid, withheld or collected and, to the extent required,\nhave been paid to the proper Tax authority.\n\n            3.11 Assets other than Real Property. Vendamerica has good and valid\ntitle to all material assets (other than Real Property or interests in Real\nProperty) it owns, free and clear of \n\n\n                                       18\n\n\nall Encumbrances except Permitted Encumbrances. Vendamerica has no assets and\nhas not owned, directly or indirectly, any material assets (other than Real\nProperty or interests in Real Property) except as set forth in Section 3.11 of\nthe Parent Disclosure Letter.\n\n            3.12 Real Property. Section 3.12 of the Parent Disclosure Letter\nsets forth a complete list of all material Real Property and interests in Real\nProperty leased by Vendamerica (the \"Vendamerica Leased Property\"). Vendamerica\ndoes not own any Real Property. Except as set forth in Section 3.12 of the\nParent Disclosure Letter, Vendamerica is the lessee of all the Vendamerica\nLeased Property and is in possession of the premises purported to be leased\nthereunder, and each such lease is a valid obligation of Vendamerica without any\nmaterial default thereunder by Vendamerica. The consummation of the transactions\ncontemplated by this Agreement will not result in a breach of, or a default\nunder, any lease with respect to any Vendamerica Leased Property.\n\n            3.13 Accuracy and Completeness of Representations and Warranties. No\nrepresentation, warranty or statement made by Parent in this Agreement contains\nany untrue statement of a material fact or omits a material fact necessary in\norder to make the representation, warranty or statement made not misleading.\n\n            Article 4. Representations and Warranties of the Buyer.\n\n            The Buyer represents and warrants to the Sellers and the Company as\nfollows:\n\n            4.1 Organization and Standing. The Buyer is a corporation duly\nincorporated, validly existing, and in good standing under the Laws of its\njurisdiction of incorporation and has all requisite corporate power and\nauthority to own, lease and operate its properties and assets and to conduct its\nbusiness.\n\n            4.2 Binding Agreement. The Buyer has all requisite corporate power\nand authority to enter into this Agreement, to execute and deliver this\nAgreement, to carry out its obligations hereunder and to consummate the\ntransactions contemplated hereby. The execution and delivery of this Agreement\nby the Buyer and the consummation by the Buyer of its obligations hereunder have\nbeen duly and validly authorized by all necessary corporate and stockholder\naction on the part of the Buyer. This Agreement has been duly executed and\ndelivered on behalf of the Buyer and, assuming the due authorization, execution\nand delivery by the Sellers and the Company, constitutes a legal, valid and\nbinding obligation of the Buyer enforceable in accordance with its terms, except\nas may be limited by bankruptcy, insolvency, moratorium or other laws affecting\ncreditors' rights generally and general principles of equity.\n\n            4.3 Absence of Conflicting Agreements or Required Consents. Except\nin the case of clauses (c) and (d), for such violations, conflicts, breaches,\ndefaults, consents, approvals, authorizations, orders, actions, registrations,\nfilings, declarations, notifications and Encumbrances that would not reasonably\nbe expected to have a material adverse effect on the business, results of\noperations or financial condition of the Buyer and its Subsidiaries, taken as a\nwhole, or materially impair or delay the consummation of the transactions\ncontemplated hereby, \n\n\n                                       19\n\n\nthe execution, delivery and performance by the Buyer of this Agreement does not\nand will not (a) violate, conflict with or result in the breach or default of\nany provision of the certificate of incorporation or by-laws of the Buyer, (b)\nconflict with or violate any Law or Governmental Order applicable to the Buyer,\nor any of its properties or assets, (c) except for the notification requirements\nof the HSR Act and any filing obligations of the Buyer pursuant to the Exchange\nAct, require any consent, approval, authorization or other order of, action by,\nregistration or filing with or declaration or notification to any Governmental\nAuthority or any other Person or (d) except for the Amended and Restated Credit\nAgreement, dated as of November 18, 1997, among the Buyer, the subsidiaries of\nthe Buyer party thereto, the lenders named therein and The Chase Manhattan Bank\n(as Agent and as Swingline Bank), conflict with, result in any violation or\nbreach of, constitute a default (or event which with the giving of notice, or\nlapse of time or both, would become a default) under, require any consent under,\nor give to others any rights of termination, amendment, acceleration,\nsuspension, revocation or cancellation of, or result in the creation of any\nEncumbrance on any of the Buyer's assets, pursuant to, any note, bond, mortgage\nor indenture, contract, agreement, lease, sublease, license or permit, or\nfranchise to which the Buyer is a party or by which its assets are bound.\n\n            4.4 Litigation. There are no Actions pending or, to the Buyer's\nknowledge, any Action threatened to be brought by or before any Governmental\nAuthority, against the Buyer or any of its Affiliates that (i) seeks to\nquestion, delay or prevent the consummation of the transactions contemplated\nhereby or (ii) would reasonably be expected to affect adversely the ability of\nthe Buyer to fulfill its obligations hereunder, including the Buyer's\nobligations under Article 1 hereof.\n\n            4.5 Commissions. Except for Peter J. Solomon Company, there is no\nbroker, financial advisor or finder or other Person who has any valid claim\nagainst the Buyer, any of its Affiliates or any of their respective assets for a\ncommission, finders' fee, brokerage fee, advisory fee or other similar fee in\nconnection with this Agreement, or the transactions contemplated hereby, by\nvirtue of any actions taken by on or behalf of the Buyer or its officers,\nemployees or agents.\n\n            4.6 Investment Representation. The Buyer is acquiring the Member\nInterests and the Shares for its own account for investment and not with a view\nto the distribution thereof and will not dispose of the Member Interests or the\nShares except in compliance with the Securities Act of 1933, as amended (the\n\"Securities Act\"), and other applicable securities laws. The Buyer acknowledges\nthat the Member Interests and the Shares have not been registered under the\nSecurities Act or any other applicable securities laws. Neither the Member\nInterests nor the Shares will be transferred except in a transaction registered\nor exempt from registration under the Securities Act and other applicable\nsecurities laws.\n\n            4.7 Fairness Opinion. The Buyer has received an opinion, addressed\nto the Special Committee and the Buyer and dated the date hereof from Peter J.\nSolomon Company, as to the fairness of the Total Purchase Price from a financial\npoint of view.\n\n\n\n                                       20\n\n\n            Article 5.  Covenants and Agreements.\n\n            5.1 Conduct of the Business Prior to Closing; Access. The Company\ncovenants as follows:\n\n            (a) Between the date hereof and the Closing Date, except as\n      expressly contemplated by this Agreement, except as described in Sections\n      2.6 or 5.1 of the Sellers' Disclosure Letter, or except with the written\n      consent of the Buyer (which consent shall not be unreasonably withheld),\n      the Company will use all reasonable efforts to preserve the business of\n      the Company intact, to preserve the good will of customers, suppliers,\n      employees and others having business relations with the Company, to retain\n      its key employees, and to maintain insurance in full force and effect,\n      will operate its business in the ordinary course of business consistent\n      with past practice and will not:\n\n                  (i) subject any of its assets to any Encumbrance, other than\n            Permitted Encumbrances, that will not be released at or prior to the\n            Closing Date;\n\n                  (ii) make any material changes in the operations of the\n            Company;\n\n                  (iii) other than, in each case, in the ordinary course of\n            business consistent with past practice, sell, transfer, lease,\n            sublease, license or otherwise dispose of any material assets (for\n            the purposes of this clause (iii), a \"material asset\" is an\n            individual asset that has a value in excess of $50,000 or assets\n            that have an aggregate value in excess of $100,000);\n\n                  (iv) (A) grant any increase, or announce any increase, in the\n            wages, salaries, compensation, bonuses, incentives, pension,\n            severance or termination pay or other benefits payable by the\n            Company to any of the officers or employees of the Company,\n            including any increase or change pursuant to any Employee Benefit\n            Plan, (B) establish or increase (or promise to increase) or\n            accelerate the payment or vesting of any benefits under any Employee\n            Benefit Plan with respect to officers or employees of the Company or\n            (C) enter into any employment, consulting or severance agreements\n            with any officers or employees or consultants to the Company or\n            change the terms thereof, in the case of clauses (A), (B) and (C),\n            except (I) as required by Law, (II) that involve only increases to\n            employees (but not officers) consistent with the past practices of\n            the Company, (III) as required under any existing agreement or\n            arrangement or (IV) that involve increases related to promotions in\n            the ordinary course of business;\n\n                  (v) make any material change in any method of accounting or\n            accounting practice or policy used by the Company, other than\n            changes required by Law or under GAAP;\n\n                  (vi) terminate or amend in any material respect any Material\n            Contract;\n\n\n                                       21\n\n\n                  (vii) merge or consolidate with, or acquire securities or any\n            interest in, any Person, or enter into any joint venture,\n            partnership or similar arrangement;\n\n                  (viii) fail to pay any creditor any amount owed to such\n            creditor when due (after the expiration of any applicable grace\n            periods), except if any such amount is being disputed in good faith\n            in the ordinary course of business consistent with past practice;\n\n                  (ix) terminate, discontinue, close or dispose of any business\n            operation or otherwise materially change the character or conduct of\n            its business;\n\n                  (x) declare, set aside or pay any dividend or other\n            distribution in respect of any limited liability company interest of\n            the Company; provided that the Company may make the tax distribution\n            to Members set forth in Section 5.1(a)(x) of the Sellers' Disclosure\n            Letter;\n\n                  (xi) make any commitments by the Company for any individual\n            capital expenditure in excess of $200,000;\n\n                  (xii) amend the Company's certificate of formation or the LLC\n            Agreement;\n\n                  (xiii) amend any material term of any outstanding\n            Indebtedness, issue or sell any new debt securities, create, incur,\n            assume or guarantee any Indebtedness or enter into any new credit\n            facility (other than roll-overs under existing facilities), except\n            for borrowings under existing lines of credit or the creation of\n            trade payables, in each case in the ordinary course of business\n            consistent with the past practices of the Company; provided, that\n            such borrowings shall not exceed $40,000,000 and shall be on terms\n            consistent with the Company's prior borrowings and the proceeds of\n            which shall be used for purposes consistent with prior borrowings,\n            collectively, without the prior written consent of the Buyer;\n\n                  (xiv) compromise, settle, grant any waiver or release relating\n            to, or otherwise adjust, any material Action, Indebtedness or any\n            other claims or rights of the Company;\n\n                  (xv) enter into any new agreement, contract, commitment or\n            arrangement with any Affiliate of the Company that will continue in\n            effect after the Closing Date and not be terminable by the Company\n            on not more than 60 days' written notice without payment of premium\n            or penalty;\n\n                  (xvi) make any change in the membership of the Company or\n            grant or assign any limited liability company interest, options,\n            rights or phantom shares in the Company;\n\n\n                                       22\n\n\n                  (xvii) enter into any agreement, contract, commitment or\n            arrangement to do any of the foregoing; or\n\n                  (xviii) accelerate the collection of receivables or defer the\n            payment of payables, except in the ordinary course of business\n            consistent with past practice to accommodate customary seasonal\n            needs.\n\n            (b) Pending the Closing Date, the Company shall:\n\n                  (i) Give to the Buyer and its representatives reasonable\n            access during normal business hours to all of the employees,\n            properties, books and records of the Company and furnish the Buyer\n            and its representatives with such information concerning the Company\n            as the Buyer may reasonably require, including such access and\n            cooperation as may be necessary to allow the Buyer and its\n            representatives to interview the employees, to examine the books and\n            records of the Company, and to inspect the Real Property and\n            Equipment (which inspection may include environmental testing,\n            geologic testing and engineering tests and which right of access\n            shall not be exercised in any way which would unreasonably interfere\n            with the normal operations, business or activities of the Company);\n\n                  (ii) Furnish the Buyer within 20 days after the end of each\n            month ending between the date of this Agreement and the Closing Date\n            a statement of income and a balance sheet for the Company for the\n            month just ended;\n\n                  (iii) From time to time, furnish to the Buyer such additional\n            information (financial or otherwise) concerning the Company as the\n            Buyer may reasonably request (which right to request information\n            shall not be exercised in any way which would unreasonably interfere\n            with the normal operations, business or activities of the Members or\n            the Company); and\n\n                  (iv) Continue in full force and effect \"all-risk\" property\n            damage insurance on the Real Property in the full amount of the\n            replacement cost of the Owned Property and as required under the\n            leases for the Leased Property.\n\n            5.2 Cooperation. Following the execution of this Agreement, the\nBuyer, the Sellers and the Company agree as follows:\n\n            (a) The parties shall each use their reasonable best efforts, and\n      shall cooperate fully with each other in preparing, filing, prosecuting,\n      and taking any other actions with respect to, any filings, applications,\n      requests, or actions which are or may be necessary, to obtain the\n      consents, approvals, authorizations or other orders of any Governmental\n      Authority or other Person which are or may be necessary in connection with\n      the transactions contemplated by this Agreement; and, without limiting the\n      generality of the foregoing, the parties shall use their respective\n      reasonable best efforts to prepare and file as promptly as practicable,\n      but in any event no later than 15 Business Days after the date \n\n\n                                       23\n\n\n      hereof, all of the information called for in the Notification and Report\n      Form required under the HSR Act and to prepare and file any supplemental\n      information, also in a timely fashion, which may be required by the United\n      States Department of Justice or the Federal Trade Commission pursuant to\n      such Notification and Report Form Filings, and otherwise to use their\n      respective reasonable best efforts to obtain the requisite clearances;\n\n            (b) Without limiting the foregoing, the Sellers shall cooperate with\n      the Buyer at the Buyer's request and in so doing use their best efforts\n      from and after the Closing Date to obtain consents to the leases set forth\n      in Section 2.20 of the Sellers' Disclosure Letter, as required in\n      accordance with the terms of such leases;\n\n            (c) If the Buyer or the Company receives an administrative or other\n      order or notification relating to any violation or claimed violation of\n      the rules and regulations of any Governmental Authority that could affect\n      the Buyer's, the Sellers' or the Company's ability to consummate the\n      transactions contemplated hereby, the Buyer, the Sellers or the Company\n      shall promptly notify the other party or parties thereof and shall use its\n      reasonable best efforts to take such steps as may be necessary to remove\n      any such impediment to the transactions contemplated by this Agreement;\n      and no such notification shall affect the representations or warranties of\n      the parties or the conditions to their respective obligations hereunder;\n      and\n\n            (d) Subject to the terms and conditions of this Agreement, each of\n      the parties agrees to use its reasonable best efforts to take, or cause to\n      be taken, all actions and to do, or cause to be done, all things\n      necessary, proper or advisable to consummate and make effective the\n      transactions contemplated hereby as soon as practicable but in no event\n      later than the Closing.\n\n            5.3 Public Announcements. Except as otherwise required by Law, the\nparties shall not issue any report, statement or press release or otherwise make\nany public announcement with respect to this Agreement, and the transactions\ncontemplated hereby without prior consultation with and approval of the other\nparties hereto (which approval shall not be unreasonably withheld). To the\nextent any such announcement is required by Law, each party hereto shall use\nreasonable efforts to notify and consult with the other parties hereto prior to\nmaking any such announcement.\n\n            5.4 No Solicitation. Other than as specified in this Agreement,\nthrough the Closing Date, the Sellers and the Company shall not, and the Company\nshall cause its officers, directors, representatives, Affiliates or associates\nnot to, (a) initiate contact with, solicit, encourage or respond to any\ninquiries or proposals by, or (b) enter into any discussions or negotiations\nwith, or disclose, directly or indirectly, any information concerning the\nCompany to, or afford any access to the properties, books and records of the\nCompany to, any Person in connection with any possible proposal for the\nacquisition (directly or indirectly, whether by purchase, merger, consolidation\nor otherwise) of all or substantially all of the assets, business or membership\ninterests of the Company or the capital stock of Vendamerica. The Sellers and\nthe Company agree to terminate immediately any such discussions or negotiations.\n\n\n                                       24\n\n\n            5.5 Noncompetition; Proprietary Information. (a) Each of the Sellers\nseverally agrees that, commencing on the Closing Date until the fourth (or, in\nthe case of Parent, second) anniversary of the Closing Date, or, if later and if\napplicable, such time as is two years following the date on which such Seller\nceases to be employed, directly or indirectly, by the Buyer, he or it will not\nor its Affiliates will not, in North America, directly or indirectly, invest in\n(other than a passive equity investment constituting no more than 5% (or, in the\ncase of Parent, 15%) of the equity of the subject company), engage in, become\nfinancially interested in, or be employed by, whether as an employee,\nconsultant, partner, principal, agent, representative, member or stockholder or\nin any other corporate or representative capacity, if it involves engaging in,\nor rendering services that are integral to the business of or advice pertaining\nto, any lines of business that the Company was actively conducting on the date\nof this Agreement or the Closing Date, except in connection with an agreement\nconsented to in writing by the Buyer, nor will the Sellers or their Affiliates\nsolicit any business of the type conducted by the Company from any customer of\nthe Company or hire any employee of the Company or any of its Subsidiaries (or\nany of their successors); provided, however, that the foregoing shall not\nprohibit any of the Sellers or their Affiliates from owning an interest in,\nbeing employed by, whether as an employee, consultant or representative, or\nacting in any other corporate or representative capacity to, the Buyer or the\nCompany or any of the Buyer's Affiliates.\n\n            (b) It is the intention of the parties that if any of the\nrestrictions or covenants contained herein is held to cover a geographic area or\nto be for a length of time that is not permitted by applicable Law, or in any\nway construed to be too broad or to any extent invalid, such provision shall not\nbe construed to be null, void and of no effect, but to the extent such provision\nwould be valid or enforceable under applicable Law, a court of competent\njurisdiction shall construe and interpret or reform this Section 5.5 to provide\nfor a covenant having the maximum enforceable geographic area, time period and\nother provisions (not greater than those contained herein) as shall be valid and\nenforceable under such applicable Law. Each of the Sellers acknowledges that any\nbreach of the terms, conditions or covenants set forth in this Section 5.5 shall\nbe competitively unfair and may cause irreparable damage to the Buyer because of\nthe special, unique, unusual, extraordinary and intellectual character of the\nCompany's business, and the Buyer's recovery of damages at law will not be an\nadequate remedy. Accordingly, each of the Sellers agrees that for any breach of\nthe terms, covenants or agreements of this Section 5.5, a restraining order or\nan injunction or both may be issued against such Person, in addition to any\nother rights or remedies the Buyer may have.\n\n            (c) Each Seller agrees to hold (and, prior to the Closing, in the\ncase of Parent, to cause Vendamerica to hold) in strict confidence all data and\ninformation relating to the business of the Company and its Subsidiaries (the\n\"Proprietary Information\") obtained in the course of its direct or indirect\nownership of limited liability company interests or participation in the\nmanagement of the Company or any of its Subsidiaries or otherwise which is\neither non-public, confidential or proprietary in nature. Each Seller agrees\nthat subject to any requirement of Law, it will keep (and, prior to the Closing,\nin the case of Parent, cause Vendamerica to keep) such Proprietary Information\nconfidential and will not, without the prior written consent of the Buyer,\ndisclose or permit the disclosure by its Affiliates of such Proprietary\nInformation to any Person. This Agreement shall be inoperative to each Seller in\nits capacity as an employee of Buyer and as \n\n\n                                       25\n\n\nto such portions of the Proprietary Information which (i) are or become\ngenerally available to the public other than as a result of a disclosure by any\nSeller or, prior to the Closing, Vendamerica or any of its authorized\nrepresentatives, (ii) become available to any Seller or Vendamerica or one of\nits authorized representatives on a nonconfidential basis from a source other\nthan any of the Buyer or any of its authorized representatives, which has not\nadvised such Seller or, prior to the Closing, Vendamerica that it is bound by a\nconfidentiality agreement with, or other contractual, legal or fiduciary\nobligation of confidentiality to, any of the Buyer or any of its Subsidiaries or\nAffiliates with respect to such portions of the Proprietary Information, or\n(iii) were known by any Seller or Vendamerica on a nonconfidential basis prior\nto its commencement of employment with, or direct or indirect ownership of, the\nCompany or one of its Subsidiaries. The Sellers agree that the Buyer shall be\nentitled to equitable relief, including injunction and specific performance, in\nthe event of any breach of the provisions of this Section 5.5. Such remedies\nshall not be deemed to be the exclusive remedies for a breach of this Section\n5.5 by any Seller but shall be in addition to all other remedies available at\nlaw or equity. It is further understood and agreed that failure or delay by the\nBuyer in exercising any right, power or privilege under this Section 5.5 shall\nnot operate as a waiver thereof nor shall any single or partial exercise thereof\npreclude and other or further exercise of any right, power or privilege under\nthis Agreement.\n\n            5.6 Special Management Bonuses. Prior to the Closing, the Company\nshall pay special management bonuses to the persons listed in Section 5.6 of the\nSellers' Disclosure Letter in the amounts set forth therein.\n\n            5.7 Certain Actions. The Buyer hereby represents and warrants to\nParent that it has no plan or intention to, and covenants and agrees with Parent\nthat prior to the end of the second year following the Closing Date it will not,\nliquidate Vendamerica, merge Vendamerica with or into any other Person or cause\nVendamerica to transfer any of its Member Interests to any other Person.\n\n            5.8 Taxes and Tax Returns. (a) In any case where applicable law does\nnot require Vendamerica to close its taxable year on the Closing Date, then\nTaxes, if any, attributable to the taxable year of Vendamerica beginning on or\nbefore and ending after the Closing Date (a \"Straddle Period\") shall be\nallocated (i) to Parent for the period up to and including the Closing Date and\n(ii) to the Buyer for the period subsequent to the Closing Date. The liability\nfor Taxes applicable to a Straddle Period reflected on any related Tax Return\nshall be allocated between Parent and the Buyer on the basis of a closing of the\nbooks and records of Vendamerica on the Closing Date and, to the extent not\nsusceptible to such allocation, on the basis of elapsed days. Subject to Section\n5.8(e) hereof, Parent shall be responsible for, and shall indemnify the Buyer\nunder the terms of Section 9 hereof for any Claims or Damages with respect to,\nall Taxes of Vendamerica for all taxable periods ending on or prior to the\nClosing Date and for all Straddle Period Taxes allocated to Parent under the two\npreceding sentences (including any Taxes of any Person for which Vendamerica is\nliable under Treasury Regulation Section 1.1502-6 (or any similar provision of\nstate, local or foreign law), or as a transferee or successor, by contract or\notherwise, with respect to any taxable period or portion thereof ending on or\nprior to the Closing Date), and Parent shall make payment to the Buyer with\nrespect to such Taxes at the time and in the manner specified in Section 5.8(b)\nbelow. The Buyer shall be responsible for, and shall \n\n\n                                       26\n\n\nindemnify Parent under the terms of Article 9 hereof for any Claims or Damages\nwith respect to, all other Taxes payable by Vendamerica.\n\n            (b) The Buyer shall be responsible for filing or causing to be filed\nall Tax Returns required to be filed by or on behalf of Vendamerica after the\nClosing Date. With respect to any Tax Return required to be filed by the Buyer\nfor a taxable period of Vendamerica beginning on or before the Closing Date, the\nBuyer shall deliver, at least twenty Business Days prior to the due date for\nfiling of such Tax Return (including extensions), to Parent a statement setting\nforth the amount of Tax for which Parent is responsible pursuant to Section\n5.8(a) hereof (the \"Statement\"), and copies of such Tax Return. In determining\nthe amount of Tax for which Parent is responsible, the Statement shall take into\naccount and credit to Parent any estimated Tax payments or other deposits made\nto a taxing authority by or on behalf of Vendamerica for the applicable period\nas well as any Taxes or other deposits paid to a taxing authority by or on\nbehalf of Vendamerica for any prior period that are credited to the applicable\nperiod. Parent shall have the right to review such Tax Return and the Statement\nprior to the filing of such Tax Return and, with respect to Tax Returns relating\nto periods ending on or before the Closing Date, the Buyer shall make any\nreasonable changes to such Tax Return and Statement requested by Parent to the\nextent such changes are in accordance with past practices (to the extent\nrelevant) and applicable law. Parent and the Buyer agree to consult and attempt\nto resolve in good faith any issue arising as a result of the review of such Tax\nReturn and the Statement and to mutually consent to the filing as promptly as\npossible of such Tax Return. In the event the parties are unable to resolve any\ndispute within ten Business Days following the delivery of such Tax Return and\nthe Statement, the parties shall jointly request a mutually acceptable\naccounting firm of nationally recognized reputation (the \"Settlement Auditor\")\nto resolve any issue in dispute as promptly as possible. If the parties are not\nable to agree to a Settlement Auditor, then the office of the American\nArbitration Association, located in New York City, shall select a firm of\nindependent public accountants of nationally recognized reputation to serve as\nSettlement Auditor. If the Settlement Auditor is unable to make a determination\nwith respect to any disputed issue within five Business Days prior to the due\ndate (including extensions) for the filing of the Tax Return in question, then\nthe Buyer may file such Tax Return on the due date (including extensions)\ntherefor without such determination having been made and without Parent's\nconsent. Notwithstanding the filing of such Tax Return, the Settlement Auditor\nshall make a determination with respect to any disputed issue and the amount of\nTaxes for which Parent is responsible under Section 5.8(a) hereof shall be as\ndetermined by the Settlement Auditor. The fees and expenses of the Settlement\nAuditor shall be paid one-half by the Buyer and one-half by Parent. Not later\nthan five Business Days before the due date for the payment of Taxes with\nrespect to such Tax Return, Parent shall pay to the Buyer an amount equal to the\nTaxes (i) shown on the Statement, (ii) otherwise agreed between Parent and the\nBuyer or (iii) determined by the Settlement Auditor, as applicable, as being the\nresponsibility of Parent under Section 5.8(a) hereof. Notwithstanding the\nforegoing, in the case of a dispute that is not resolved within five Business\nDays of the due date for the payment of Taxes with respect to a Tax Return, no\nlater than five Business Days after resolution of the dispute the Buyer shall\npay to Parent the amount of any positive difference or Parent shall pay to the\nBuyer the amount of any negative difference, as the case may be, between the\namount paid by Parent pursuant to the preceding sentence and the amount\ndetermined by the Settlement Auditor to be owed by Parent.\n\n\n                                       27\n\n\n            (c) The Buyer shall pay to Parent as additional consideration for\nthe Shares any refund of Taxes received or amount of actual reduction in Taxes\nrealized (or portion of either thereof) after the Closing Date by the Buyer,\nVendamerica or any other Affiliate of the Buyer relating to Taxes imposed on or\nwith respect to Vendamerica with respect to any taxable period (or portion of\nany taxable period) ending on or prior to the Closing Date. Any payment required\npursuant to the preceding sentence shall be made within fifteen Business Days of\nthe receipt of the refund of Taxes or realization of the actual reduction in\nTaxes in question. In addition, but without duplication of the foregoing, in the\nevent that the liability of Vendamerica, the Buyer or any Affiliate of the Buyer\nfor Taxes for any taxable period (or portion thereof) beginning on or after the\nClosing Date (in each case, a \"Post-Closing Period\") is actually reduced as a\nresult of taking into account in any such Post-Closing Period (i) any net\noperating loss carryover, net capital loss carryover or other Tax attribute of\nVendamerica attributable to a taxable period, or portion thereof, ending on or\nbefore the Closing Date, or (ii) to the extent not already reflected in clause\n(i), any item of loss, depreciation, amortization or other deduction or tax\nbenefit (including, without limitation, increased basis in Vendamerica's\ninterest in the Company) arising from Vendamerica's allocable share of the\npayment of the special management bonuses described in Section 5.6 (in each\ncase, a \"Tax Reduction Item\"), the Buyer shall, within fifteen Business Days\nafter the Tax reduction is actually realized, pay to Parent as additional\nconsideration for the Shares the amount of such reduction. For purposes of the\npreceding sentence, \"Vendamerica's allocable share\" shall be an amount equal to\n13.5% of the payment and any net loss of Vendamerica arising during the portion\nof any Straddle Period ending on or prior to the Closing Date shall be treated\nas a net operating loss carryover, or capital loss carryover, as applicable. To\nthe maximum extent permitted by applicable law, the Buyer shall, and shall cause\nits Affiliates (including, without limitation, Vendamerica) to, claim the Tax\nReduction Items as items of deduction, depreciation, amortization, loss, loss\ncarryover or otherwise as early as possible. For purposes of the foregoing the\namount of any reduction in Taxes attributable to a Tax Reduction Item to be\ntaken into account for any Post-Closing Period shall be an amount equal to the\nexcess (if any) of (x) the liability of the Buyer and its Affiliates for Taxes\nfor such Post-Closing Period determined without regard to any Tax Reduction\nItems over (y) the liability of the Buyer and its Affiliates for Taxes for such\nPost-Closing Period determined by taking into account any available Tax\nReduction Items. The Buyer shall keep Parent apprised of all progress with\nrespect to the claiming of any Tax Reduction Items and in the event of any\ndispute regarding any Tax Reduction Items, Parent and the Buyer agree to consult\nand attempt to resolve in good faith such dispute, but if Parent and the Buyer\nare unable to resolve such dispute within 30 Business Days of the dispute\narising, such dispute shall be resolved by the Settlement Auditor (and if the\nSettlement Auditor has not been previously selected in connection with the\nmatters governed by Section 5.8(a), the Settlement Auditor shall be selected in\nthe same manner as that set forth in Section 5.8(a)) and any amounts due by the\nBuyer to Parent upon resolution of such dispute by the Settlement Auditor, as\ndetermined by the Settlement Auditor, shall be paid within five Business Days of\nsuch resolution. The resolution of the Settlement Auditor shall be binding on\nboth parties and shall be Parent's sole recourse against the Buyer with respect\nto disputes regarding Tax Reduction Items.\n\n            (d) At Parent's written request and expense, the Buyer shall file or\ncause to be filed an amended Tax Return or claim for refund for Taxes with\nrespect to Vendamerica for any \n\n\n                                       28\n\n\ntaxable period ending on or prior to the Closing Date or for any Straddle Period\nto the extent such amended Tax Return or claim for refund relates to events\noccurring, or Tax attributes of Vendamerica arising, prior to the Closing on the\nClosing Date. For purposes of determining Parent's entitlement to refunds for\nany Straddle Period, Parent shall be entitled to that portion of such refund\nequal to the excess (if any) of (x) the refund of Taxes owing to Vendamerica for\nsuch Straddle Period determined by taking into account any available Tax\nReduction Items over (y) the refund of Taxes owing to Vendamerica for such\nStraddle Period determined without regard to any Tax Reduction Items. Except (i)\nas required by applicable Tax law or any taxing authority (ii) at the written\nrequest of Parent (which written request shall be promptly performed by the\nBuyer), neither Vendamerica, the Buyer nor any Affiliate of the Buyer shall file\nor cause to be filed any amended tax return or claim for a refund of Taxes for\nany taxable period ending on or before the Closing Date.\n\n            (e) The Buyer covenants and agrees that it shall not make, or permit\nto be made (i) any election under Section 338 of the Code (or any comparable\nelection under state, local or foreign law) with respect to its acquisition of\nthe Shares of Vendamerica or (ii) any election pursuant to Treasury Regulation\nSection 301.7701-3(c) or any comparable state or local Law or regulation to have\nthe Company treated as an association taxable as a corporation for federal,\nstate or local Tax purposes for any taxable period or portion thereof ending on\nor prior to the Closing Date. The Buyer further covenants and agrees,\nnotwithstanding any other provision of this Agreement, that Parent shall have no\nliability for any Taxes attributable to any such elections. In addition,\nnotwithstanding any other provision of this Agreement, Parent shall have no\nliability for any Taxes of Vendamerica attributable to any actions taken by the\nBuyer simultaneous with or after the Closing on the Closing Date other than (i)\nactions expressly contemplated by this Agreement, or (ii) actions carried out or\neffected in the ordinary course of business of Vendamerica; provided that in\neither case, in any circumstance in which the Buyer causes the Company to pay or\notherwise discharge any liability of the Company on the Closing Date from funds\nthat are provided by the Buyer or any Affiliate of the Buyer (other than the\nCompany) on the Closing Date, such funds shall be contributed by the then\nmembers of the Company in proportion to their member interests immediately\npreceding the contribution.\n\n            (f) After the Closing, Parent and the Buyer shall cooperate fully,\nas and to the extent reasonably requested by the other party, in connection with\nthe filing of Tax Returns pursuant to Section 5.8 hereof and any audit, claim,\nlitigation, other proceeding or other matter with respect to Taxes of\nVendamerica. Such cooperation shall include, without limitation, the retention\nand (upon the other party's request) the provision of records and information\nwhich are reasonably relevant to any such audit, claim, litigation, other\nproceeding or other matter and making employees available on a mutually\nconvenient basis to provide additional information and explanation of any\nmaterial provided hereunder. The Buyer shall retain or cause Vendamerica to\nretain all books and records with respect to Tax matters pertinent to\nVendamerica relating to any taxable period until the expiration of the\napplicable statute of limitations for that taxable period.\n\n            (g) At the Closing, Parent shall deliver to the Buyer a\ncertification in accordance with Treasury Regulation Section 1.1445-2(c)(3)\ncertifying that stock in Vendamerica is not a \n\n\n                                       29\n\n\nUnited States real property interest because Vendamerica is not and has not been\na United States real property holding corporation (as defined in Section\n897(c)(2) of the Code) during the applicable period specified in Section\n897(c)(1)(A)(ii) of the Code.\n\n            Article 6. Conditions to Obligations of the Buyer.\n\n            Notwithstanding any other provision of this Agreement, the\nobligation of the Buyer to consummate the transactions contemplated by this\nAgreement is subject to the satisfaction, or the Buyer's waiver in writing, on\nor before the Closing Date of each of the following conditions:\n\n            6.1 Representations and Warranties. The representations and\n      warranties of the Sellers and the Company contained herein and qualified\n      as to materiality shall be true and correct and those not so qualified\n      shall be true and correct in all material respects at and as of the\n      Closing Date as though each such representation and warranty were made at\n      and as of such time, other than such representations and warranties as are\n      made as of a date specified in such representation or warranty, in each\n      case except for changes that are expressly contemplated by this Agreement.\n\n            6.2 Performance by the Sellers and the Company. All of the covenants\n      and agreements to be complied with and performed by the Sellers and the\n      Company on or before the Closing Date shall have been complied with or\n      performed in all material respects.\n\n            6.3 No Material Adverse Change. There shall have been no\n      circumstance, change in, or effect on the Company that has a material\n      adverse effect on the business, results of operations, financial condition\n      and prospects of the Company or on the ability of the Sellers or the\n      Company to consummate the transactions contemplated hereby.\n\n            6.4 Certificate. (a) The Buyer shall have received a certificate,\n      dated as of the Closing Date, executed by or on behalf of the Sellers by\n      the Sellers' Representative and by the Company by its chief executive\n      officer and chief financial officer, (i) that attached to such certificate\n      is a true copy of the certificate of formation and a certificate of good\n      standing of the Company under the Delaware Limited Liability Company Act,\n      (ii) to the effect of Sections 6.1, 6.2 and 6.3 hereof, and (iii) that\n      such Person signing such certificate is authorized to do so by the party\n      whom he or she represents.\n\n            (b) The Buyer shall have received a certificate, dated as of the\n      Closing Date, executed by or on behalf of Parent by an authorized officer,\n      (i) that attached to such certificate is a true copy of a resolution, if\n      any, of the Board of Management of Parent, which resolutions authorize the\n      execution, delivery and performance of this Agreement, (ii) to the effect\n      of Sections 6.1, 6.2 and 6.3 hereof (with respect to Parent only), and\n      (iii) that such Person signing such certificate is authorized to do so by\n      the party whom he or she represents.\n\n\n                                       30\n\n\n            6.5 Consents; No Objections. (a) The applicable waiting periods\n      under the HSR Act shall have expired or been terminated; and\n\n            (b) The parties shall have received all material authorizations,\n      consents, orders and approvals from Governmental Authorities and material\n      consents from third parties, in each case listed or described in Section\n      6.5 of the Sellers' Disclosure Letter.\n\n            6.6 No Proceedings or Litigation. No preliminary or permanent\n      injunction or other order issued by any United States federal or state\n      Governmental Authority, nor any Law promulgated or enacted by any United\n      States federal or state Governmental Authority, that restrains, enjoins or\n      otherwise prohibits the transactions contemplated hereby or limits the\n      ability in any respect of the rights of the Company to hold its assets and\n      operate its business as it is being conducted as of the Closing Date such\n      as to have a Material Adverse Effect, or imposes civil or criminal\n      penalties on any stockholder, director or officer of the Buyer if such\n      transactions are consummated, shall be in effect.\n\n            6.7 Financing. The Buyer shall have received the proceeds of\n      financing in an amount no less than the Estimated Purchase Price and on\n      terms and conditions which are, in the reasonable judgment of the Buyer,\n      satisfactory to the Buyer.\n\n            6.8 Opinions of Sellers' and Company's Counsel. The Buyer shall have\n      received at Closing opinions addressed to the Buyer and dated the Closing\n      Date from counsel to the Sellers and the Company in form and substance\n      reasonably satisfactory to the Buyer with respect to certain corporate\n      matters.\n\n            6.9 Outstanding Option. The Buyer shall have received evidence in\n      form and substance reasonably satisfactory to the Buyer that the option to\n      purchase 1.5% of the limited liability company interests of the Company\n      held by Jan Michiel Hessels has been canceled.\n\n            Article 7. Conditions to Obligations of the Sellers.\n\n            Notwithstanding any other provision of this Agreement, the\nobligations of the Sellers to consummate the transactions contemplated by this\nAgreement are subject to the satisfaction, or the Sellers' waiver in writing, on\nor before the Closing Date of each of the following conditions:\n\n            7.1 Representations and Warranties. The representations and\n      warranties of the Buyer contained herein and qualified as to materiality\n      shall be true and correct and those not so qualified shall be true and\n      correct in all material respects at and as of the Closing Date as though\n      each such representation and warranty were made at and as of such time,\n      other than such representations and warranties as are made as of a date\n      specified in such representation or warranty, in each case except for\n      changes that are expressly contemplated by this Agreement.\n\n\n                                       31\n\n\n            7.2 Performance by the Buyer. All of the covenants and agreements to\n      be complied with and performed by the Buyer on or prior to the Closing\n      Date shall have been complied with or performed in all material respects.\n\n            7.3 Certificate. The Sellers shall have received a certificate,\n      dated as of the Closing Date, executed by or on behalf of the Buyer by its\n      duly authorized officers or representatives, (i) that attached to such\n      certificate is a true copy of a resolution of the board of directors which\n      resolution authorizes the execution, delivery and performance of this\n      Agreement, (ii) to the effect of Sections 7.1 and 7.2 hereof, and (iii)\n      that each such Person signing such certificate is authorized to do so by\n      the party whom he or she represents.\n\n            7.4 HSR Act. The applicable waiting periods under the HSR Act shall\n      have expired or been terminated.\n\n            7.5 No Proceedings or Litigation. No preliminary or permanent\n      injunction or other order issued by any United States federal or state\n      Governmental Authority, nor any Law promulgated or enacted by any United\n      States federal or state Governmental Authority, that restrains, enjoins or\n      otherwise prohibits the transactions contemplated hereby, or imposes civil\n      or criminal penalties on any Seller, manager or officer of the Company if\n      such transactions are consummated, shall be in effect.\n\n            Article 8. Tax Matters.\n\n            8.1 Transfer and Conveyance Taxes. The Sellers, on the one hand, and\nthe Buyer, on the other hand, shall be equally liable for and shall each pay or\ncause to be paid one-half of all applicable sales, transfer, recording, deed,\nstamp and other similar Taxes (but expressly excluding any income Taxes),\nincluding any Real Property transfer or excise Taxes (if any) (collectively,\n\"Transaction Taxes\"), resulting from the consummation of the transactions\ncontemplated by this Agreement, and, as among the Sellers, Parent shall be\nresponsible solely for Transaction Taxes resulting from the sale of Shares and\nthe other Sellers shall be responsible solely for Transaction Taxes resulting\nfrom the consummation of the other transactions contemplated by this Agreement.\n\n            Article 9. Indemnification and Survival.\n\n            9.1 Indemnification by the Sellers. Subject in all respects to the\nprovisions of this Article 9, the Sellers hereby agree to indemnify and hold\nharmless the Buyer, and its Affiliates, officers, directors, employees, agents,\nand successors and permitted assigns (the \"Buyer Indemnified Parties\"), after\nthe Closing Date from and against any Claims and Damages incurred by them and in\nconnection with, arising out of or resulting from (a) any breach on the part of\nany Seller of any representation or warranty made by the Sellers in Article 2\nhereof or in any certificate delivered pursuant to this Agreement and (b) any\nbreach on the part of any Seller of any covenant or agreement made by the\nSellers in this Agreement or in any certificate delivered pursuant to this\nAgreement. Without duplication of payment, and subject to Section 9.4(c), the\n\n\n                                       32\n\n\nindemnification liability of Leonard Riggio for any Claims and Damages pursuant\nto this Section 9.1 shall be joint and several, and the liability of each of the\nother Sellers shall be limited to such Seller's pro rata portion of any Claims\nand Damages, calculated with respect to such Seller's (or, in the case of\nParent, Vendamerica's) percentage ownership of the Company immediately prior to\nthe Closing as set forth on Schedule I. Any determination by the Buyer not to\npursue indemnification for which indemnification would be available pursuant to\nthis Section 9.1, shall be subject to review by members of senior management of\nBuyer who are neither Sellers, nor Affiliates of Sellers.\n\n            9.2 Indemnification by Parent. Subject in all respects to the\nprovisions of this Article 9, and without duplication of payment, Parent hereby\nagrees to indemnify and hold harmless the Buyer Indemnified Parties, after the\nClosing Date from and against any Claims and Damages incurred by them in\nconnection with, arising out of or resulting from (a) any breach on the part of\nParent of any representation or warranty made by Parent in Article 3 hereof or\nin any certificate delivered pursuant to Article 3 hereof and (b) and\nnotwithstanding the accuracy or inaccuracy of any representations and\nwarranties, the purchase by the Buyer of, or the ownership by the Buyer of, the\nShares or Vendamerica, including, without limitation, any liabilities of\nVendamerica, but only insofar as the events that gave rise to Claims or Damages\noccurred prior to the time of closing on the Closing Date.\n\n            9.3 Indemnification by the Buyer. Subject in all respects to the\nprovisions of this Article 9, the Buyer hereby agrees to indemnify and hold\nharmless the Sellers and their Affiliates, officers, directors, employees,\nagents, and successors and permitted assigns after the Closing Date from and\nagainst any Claims and Damages incurred by them and in connection with, arising\nout of or resulting from any breach on the part of the Buyer of (a) any\nrepresentation or warranty made by the Buyer in Article 4 hereof or in any\ncertificate delivered pursuant to this Agreement or (b) any covenant or\nagreement made by the Buyer in this Agreement or in any certificate delivered\npursuant to this Agreement.\n\n            9.4 Limitations on Indemnification Claims and Liability. (a) The\nrespective representations and warranties of the Sellers and the Company, on the\none hand, and the Buyer, on the other hand, set forth in this Agreement or in\nany certificate delivered pursuant to this Agreement, and the opportunity to\nmake a claim for indemnification, or otherwise be indemnified or held harmless,\nunder this Article 9 with respect thereto or with respect to any covenant or\nagreement relating to any action required by this Agreement to be taken prior to\nor at the Closing, shall survive until, and expire with, and be terminated and\nextinguished upon, the date that is eighteen months after the Closing Date,\nexcept for the representations set forth in Section 2.4 and Article 3, which\nshall be perpetual, Section 2.11, which shall survive until the seventh\nanniversary of the Closing Date, Sections 2.12 and 2.14, which shall survive\nuntil the expiration of the applicable statute of limitations (including any\nextensions thereof), provided, however, that such obligations to indemnify and\nhold harmless shall not terminate with respect to any item as to which the\nperson to be indemnified shall have, before the expiration of the applicable\nperiod, previously made a claim by delivering a notice (stating in reasonable\ndetail the basis of such claim) to the indemnifying person.\n\n\n                                       33\n\n\n            (b) The Sellers shall not be obligated to indemnify or hold harmless\nany Indemnitee under Section 9.1(a) (except with respect to a breach of Section\n2.4(a) and 2.4(b)) unless and until Claims or Damages in respect of the\nindemnification obligations of the Sellers under Section 9.1(a) exceed in the\naggregate $3,000,000, following which (subject to the provisions of this Article\n9) the Sellers shall be obligated to indemnify or hold harmless the Indemnitee\nfor all of such Claims or Damages.\n\n            (c) In no event shall the aggregate liability of any of the Sellers\nunder Section 9.1 (other than under the indemnification provided pursuant to\nSection 9.1(b) with respect to breach of the covenant set forth in Section 5.5\nhereof) exceed such Seller's pro rata portion of the Base Purchase Price, which\nshall be equal to the product of (i) the Base Purchase Price multiplied by (ii)\na fraction, the numerator of which is the amount of the Base Purchase Price\nreceived by such Seller and the denominator of which is the aggregate amount of\nthe Base Purchase Price received by all Sellers (except (i) in the case of\nSellers other than Parent, with respect to a breach of Section 2.4(a) or 2.4(b)\nand (ii) in the case of Parent, with respect to a breach of Section 2.4(a)).\n\n            (d) Notwithstanding anything to the contrary in this Agreement,\nfollowing the Closing, the indemnifications in Sections 9.1 and 9.3 hereof will\nbe the sole and exclusive remedies available to the Buyer or the Sellers, or any\nof their respective Affiliates, officers, directors, employees, agents,\nsuccessors or assigns, after the Closing for breaches of any representations or\nwarranties or any covenants or agreements contained in this Agreement, or any\ncertificate delivered pursuant to this Agreement (other than with respect to any\ncovenant or agreement relating to any action required by this Agreement or such\ncertificate to be taken after the Closing), or otherwise in connection with this\nAgreement except in the case of bad faith, fraud or wilful misconduct. Any claim\nfor indemnification must be made as provided in Sections 9.5, 9.6 and 9.7\nhereof.\n\n            9.5 Computation of Claims and Damages. Whenever the Indemnitor is\nrequired to indemnify and hold harmless the Indemnitee from and against and hold\nthe Indemnitee harmless from, or to reimburse the Indemnitee for, any item of\nClaim or Damage, the Indemnitor will, subject to the provisions of this Article\n9, pay the Indemnitee the amount of the Claim or Damage (i) reduced by any\namounts to which the Indemnitee may be entitled from third parties in connection\nwith such Claim or Damage (\"Reimbursements\"), (ii) reduced by the Net Proceeds\nof any insurance policy payable to the Indemnitee with respect to such Claim or\nDamage and (iii) reduced appropriately to take into account any Tax Benefit to\nthe Indemnitee with respect to such Claim or Damage, net of all income Taxes\nresulting or that will result from the indemnification payment. For purposes of\nthis Section 9.5, (x) \"Net Proceeds\" shall mean the insurance proceeds payable,\nless any deductibles, co-payments, premium increases, retroactive premiums or\nother payment obligations (including attorneys' fees and other costs of\ncollection) that relates to or arises from the making of the claim for\nindemnification and (y) \"Tax Benefit\" shall mean any benefit actually recognized\nby the Indemnitee in connection with the Claim or Damage. The Indemnitee shall\nuse commercially reasonable efforts to pursue Reimbursements or Net Proceeds\nthat may reduce or eliminate Claims and Damages. If any Indemnitee receives any\nReimbursement, Tax Benefit or Net Proceeds after an indemnification payment is\nmade which relates thereto, the Indemnitee shall promptly repay to the\nIndemnitor such amount of the \n\n\n                                       34\n\n\nindemnification payment as would not have been paid had the Reimbursement, Tax\nBenefit or Net Proceeds reduced the original payment (and any such repayment\nshall be a credit against any applicable indemnification threshold or limitation\nset forth in Section 9.4(b) hereof) at such time or times as and to the extent\nthat such Reimbursement, Tax Benefit or Net Proceeds is actually received.\n\n            9.6 Notice of Claims. Upon obtaining knowledge of any Claim or\nDamage which has given rise to, or could reasonably give rise to, a claim for\nindemnification hereunder, the party seeking indemnification (the \"Indemnitee\")\nshall, as promptly as reasonably practicable (but in no event later than 180\ndays) following the date the Indemnitee has obtained such knowledge, give\nwritten notice (\"Notice of Claim\") of such claim to the Sellers' Representative,\nParent or the Buyer, as applicable (the \"Indemnitor\"). The Indemnitee shall\nfurnish to the Indemnitor in good faith and in reasonable detail such\ninformation as the Indemnitee may have with respect to such indemnification\nclaim (including copies of any summons, complaint or other pleading which may\nhave been served on it and any written claim, demand, invoice, billing or other\ndocument evidencing or asserting the same). No failure or delay by the\nIndemnitee in the performance of the foregoing shall reduce or otherwise affect\nthe obligation of the Indemnitor to indemnify and hold the Indemnitee harmless,\nexcept to the extent that such failure or delay shall have actually adversely\naffected the Indemnitor's ability to defend against, settle or satisfy any\nliability, damage, loss, claim or demand for which such Indemnitee is entitled\nto indemnification hereunder. For purposes of this Section 9.6, a Notice of\nClaim given in good faith must include a good faith estimate of the amount of\nthe claim.\n\n            9.7 Defense of Third Party Claims. If any claim set forth in the\nNotice of Claim given by an Indemnitee pursuant to Section 9.6 hereof is a claim\nasserted by a third party, the Indemnitor shall have 30 days after the date that\nthe Notice of Claim is given by the Indemnitee to notify the Indemnitee in\nwriting of the Indemnitor's election to defend such third party claim on behalf\nof the Indemnitee. If the Indemnitor elects to defend such third party claim,\nthe Indemnitee shall make available to the Indemnitor and its agents and\nrepresentatives all witnesses, pertinent records, materials and information in\nthe Indemnitee's possession or under the Indemnitee's control as is reasonably\nrequired by the Indemnitor and shall otherwise cooperate with and assist the\nIndemnitor in the defense of such third party claim, and so long as the\nIndemnitor is defending such third party claim in good faith, the Indemnitee\nshall not pay, settle or compromise such third party claim. If the Indemnitor\nelects to defend such third party claim, the Indemnitee shall have the right to\nparticipate in the defense of such third party claim, at the Indemnitee's own\nexpense. In the event, however, that the Indemnitee reasonably determines that\nrepresentation by counsel to the Indemnitor of both the Indemnitor and the\nIndemnitee may present such counsel with a conflict of interest, then such\nIndemnitee may employ separate counsel to represent or defend it in any such\naction or proceeding and the Indemnitor will, subject to the provisions of this\nArticle 9, pay the reasonable fees and disbursements of such counsel when due\nunder such counsel's customary billing practices. The two preceding sentences\nnotwithstanding, if the Indemnitor is Parent, the third party claim relates to\nTaxes of Vendamerica for taxable periods ending on or prior to the Closing Date\nand Parent has elected to defend such third party claim, Parent shall control\nthe defense of such third party claim (provided that Buyer may participate at\nits own expense). If the third party claim relates to \n\n\n                                       35\n\n\nStraddle Period Taxes, the Buyer and Parent shall jointly control the defense\nand settlement of the claim and each party shall cooperate with the other party\nat its own expense and there shall be no settlement or closing or other\nagreement with respect thereto without the consent of the other party, which\nconsent will not be unreasonably withheld. If the Indemnitor does not elect to\ndefend such third party claim or does not defend such third party claim in good\nfaith, the Indemnitee shall have the right, in addition to any other right or\nremedy it may have hereunder, at the Indemnitor's expense, to defend such third\nparty claim; provided, however, that (i) such Indemnitee shall not have any\nobligation to participate in the defense of, or defend, any such third party\nclaim; and (ii) such Indemnitee's defense of or its participation in the defense\nof any such third party claim shall not in any way diminish or lessen the\nindemnification obligations of the Indemnitor under this Article 9; and (iii)\nsuch Indemnitee may not settle any claim without the prior written consent of\nthe Indemnitor, which will not be unreasonably withheld.\n\n            9.8 Treatment of Indemnity Payments. The parties hereto agree that\nany indemnity payment made pursuant to this Article 9 or Section 5.8(a) shall be\ntreated for tax purposes as an adjustment to the Purchase Price.\n\n            Article 10. Definitions\n\n            Unless otherwise stated in this Agreement, the following capitalized\nterms have the following meanings:\n\n            Action means any action, suit, claim, arbitration, grievance,\n      complaint, charge, proceeding or investigation (of which either the\n      Sellers or the Company has knowledge) commenced by or pending before any\n      Governmental Authority.\n\n            Affiliate means, with respect to any specified Person, any other\n      Person that directly, or indirectly through one or more intermediaries,\n      Controls, is controlled by, or is under common control with such specified\n      Person.\n\n            Agreement or this Agreement means this Purchase Agreement dated as\n      of the date first above written (including the Exhibits and Schedules\n      hereto) and all amendments hereto made in accordance with the provisions\n      of Section 11.8 hereof.\n\n            Audited Financial Statements has the meaning set forth in Section\n      2.5 hereof.\n\n            Business Day means any day that is not a Saturday, a Sunday or other\n      day on which banks are required or authorized by Law to be closed in the\n      City of New York.\n\n            Buyer has the meaning specified in the introductory paragraph to\n      this Agreement.\n\n            Buyer Indemnified Parties has the meaning set forth in Section 9.1\n      hereof.\n\n            Cash Equivalents means (i) securities issued or directly and fully\n      guaranteed or insured by the United States Government or any agency or\n      instrumentality thereof, having \n\n\n                                       36\n\n\n      maturities of not more than one year from the date of acquisition; (ii)\n      marketable general obligations issued by any state of the United States of\n      America or any political subdivision of any such state or any public\n      instrumentality thereof maturing within one year from the date of\n      acquisition thereof and, at the time of acquisition thereof, having a\n      credit rating of \"A\" or better from either Standard &amp; Poor's Ratings Group\n      or Moody's Investors Service, Inc.; (iii) certificates of deposit, time\n      deposits, eurodollar time deposits, overnight bank deposits or bankers'\n      acceptances having maturities of not more than one year from the date of\n      acquisition thereof issued by any commercial bank the long-term debt of\n      which is rated at the time of acquisition thereof at least \"A\" or the\n      equivalent thereof by Standard &amp; Poor's Rating Group, or \"A\" or the\n      equivalent thereof by Moody's Investors Service, Inc., and having capital\n      and surplus in excess of $500 million; (iv) repurchase obligations with a\n      term of not more than seven days for underlying securities of the types\n      described in clauses (i), (ii) and (iii) entered into with any bank\n      meeting the qualifications specified in clause (iii) above; (v) commercial\n      paper rated at the time of acquisition thereof at least \"A-2\" or the\n      equivalent thereof by Standard &amp; Poor's Rating Group or \"P-2\" or the\n      equivalent thereof by Moody's Investors Service, Inc., or carrying an\n      equivalent rating by a nationally recognized rating agency, if both of the\n      two named rating agencies cease publishing ratings of investments, and in\n      either case maturing within 270 days after the date of acquisition\n      thereof; (vi) interests in any investment company which invests solely in\n      instruments of the type specified in clauses (i) through (v) above; and\n      (vii) capital stock of an acquiror of all or substantially all of the\n      assets, business or membership interests of the Company, which stock is\n      publicly traded on The New York Stock Exchange, Inc. or the NASDAQ\n      National Market Quotation System; provided that, any such capital stock\n      shall be valued at the price per share of such stock at the close of the\n      market on the date any such compensation is paid.\n\n            CERCLA means the Comprehensive Environmental Response, Compensation,\n      and Liability Act of 1980, as amended.\n\n            Claims and Damages means, except as otherwise expressly provided in\n      this Agreement, any and all losses, claims, demands, liabilities,\n      obligations, actions, suits, orders, statutory or regulatory compliance\n      requirements, or proceedings asserted by any Person (including\n      Governmental Authorities), and all damages, costs, expenses, assessments,\n      judgments, recoveries and deficiencies, including interest, penalties,\n      investigatory expenses, consultants' fees, and reasonable attorneys' fees\n      and costs (including costs incurred in enforcing the applicable\n      indemnity), of every kind and description, contingent or otherwise,\n      incurred by or awarded against a party to the extent indemnified in\n      accordance with Article 9 hereof.\n\n            Closing has the meaning set forth in Section 1.3 hereof.\n\n            Closing Date has the meaning set forth in Section 1.3 hereof.\n\n            Code means the Internal Revenue Code of 1986, as amended.\n\n\n                                       37\n\n\n            Company has the meaning set forth in the introductory paragraph to\n      this Agreement.\n\n            Control (including the terms \"controlled by\" and \"under common\n      control with\"), with respect to the relationship between or among two or\n      more Persons, means the possession, directly or indirectly, of the power\n      to direct or to cause the direction of the affairs or management of a\n      Person, whether through the ownership of voting securities, by contract or\n      otherwise, including the ownership, directly or indirectly, of securities\n      having the power to elect a majority of the board of directors or similar\n      body governing the affairs of such Person.\n\n            EBITDA means earnings before interest, Taxes, depreciation,\n      amortization and extraordinary items for the business of the Company and\n      shall be determined in accordance with GAAP, applied in a manner\n      consistent with, and otherwise using all accounting procedures, practices\n      and principles used by the Company in preparing, the Company's audited\n      financial statements for the fiscal year ending January 30, 1999. Without\n      in any way limiting the foregoing, EBITDA shall be adjusted as follows:\n\n            (a) EBITDA shall exclude the (i) earnings or losses attributable to\n      acquisitions by the Company or its Subsidiaries following the date of this\n      Agreement and (ii) earnings and losses attributable to the Company's\n      internet operations;\n\n            (b) EBITDA shall exclude any items that would normally be considered\n      extraordinary items in accordance with GAAP, including any gains or losses\n      relating to sales or divestitures from components of the Company;\n\n            (c) EBITDA shall exclude Buyer's overhead charges allocated to the\n      Company which are in excess of actual expenses owed to third parties paid\n      or incurred on behalf of the Company;\n\n            (d) in the event that the Buyer determines to sell any Subsidiary or\n      other component of the Company following the Closing Date, the Buyer and\n      the Sellers' Representative shall negotiate in good faith an appropriate\n      adjustment to the Management EBITDA Targets to take into account the loss\n      of revenues that would be expected to occur as a result of such sale;\n\n            (e) the Company's expenses following the Closing Date shall include\n      a charge in respect of any expenses paid by, or corporate services and\n      accommodations provided to the Company by, the Buyer, including a charge\n      in respect of the Company's portion of the Buyer's annual contributions to\n      its employee bonus and compensation programs, to the extent that any\n      similar expenses and charges were paid by the Company prior to the Closing\n      Date; and\n\n            (f) gross income shall not include any income derived from the early\n      extinguishment of Indebtedness or from any prior period adjustments.\n\n\n                                       38\n\n\n            Employee Benefit Plans means all \"employee benefit plans\" within the\n      meaning of Section 3(3) of ERISA (whether or not subject to ERISA), all\n      bonus, stock option, stock purchase, incentive, deferred compensation,\n      supplemental retirement, severance and other employee benefit plans,\n      programs, policies or arrangements, and all employment, retention, change\n      of control or compensation agreements, in each case for the benefit of, or\n      relating to, any current employee or former employee of the Company or any\n      of its Subsidiaries.\n\n            Encumbrance means any security interest, pledge, mortgage, lien\n      (including tax liens), charge, encumbrance, easement, adverse claim,\n      adverse preferential arrangement, restriction or defect in title.\n\n            Environmental Claims means any and all actions, suits, demands,\n      demand letters, claims, liens, notices of non-compliance or violation,\n      investigations, proceedings, consent orders or consent agreements relating\n      in any way to any Environmental Law, any Environmental Permit, Hazardous\n      Materials or arising from alleged injury or threat of injury to health,\n      safety or the environment, including (a) by Governmental Authorities for\n      enforcement, cleanup, removal, response, remedial or other actions or\n      damages and (b) by any Person for damages, contributions, indemnification,\n      cost recovery, compensation or injunctive relief.\n\n            Environmental Law means any Law relating to the environment, health,\n      safety or Hazardous Materials, in force and effect on the date hereof or,\n      in the case of the Company's certificate to be delivered in accordance\n      with the provisions of Section 6.4 hereof, on the Closing Date (exclusive\n      of any amendments or changes to such Law or any regulations promulgated\n      thereunder or orders, decrees or judgments issued pursuant thereto which\n      are enacted, promulgated or issued after the date hereof, or in the case\n      of such certificate, on or after the Closing Date), including CERCLA; the\n      Resource Conservation and Recovery Act of 1986 and Hazardous and Solid\n      Waste Amendments of 1984, 42 U.S.C. Sections 6901 et seq.; the Hazardous\n      Materials Transportation Act, 49 U.S.C. Sections 6901 et seq.; the Clean\n      Water Act, 33 U.S.C. Sections 1251 et seq.; the Toxic Substances Control\n      Act of 1976, 15 U.S.C. Sections 2601 et seq.; the Clean Air Act of 1966,\n      as amended, 42 U.S.C. Sections 7401 et seq.; the Safe Drinking Water Act,\n      42 U.S.C. Sections 300f et seq.; the Atomic Energy Act, 42 U.S.C. Sections\n      2011 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7\n      U.S.C. Sections 136 et seq.; and the Emergency Planning and Community\n      Right-to-Know Act of 1986, 42 U.S.C. Sections 1101 et seq.\n\n            Environmental Permits means all permits, approvals, identification\n      numbers, licenses and other authorizations required under any applicable\n      Environmental Law.\n\n            Equipment means all of the tangible personal property, machinery,\n      equipment, vehicles, rolling stock, furniture, and fixtures of the Company\n      in which the Company has an interest, by ownership or lease, together with\n      any replacements thereof, or additions thereto made in the ordinary course\n      of business between the date hereof and the Closing Date.\n\n\n                                       39\n\n\n            ERISA means the Employee Retirement Income Security Act of 1974, as\n      amended.\n\n            ERISA Affiliate of any entity means, any other entity which,\n      together with such entity, would be treated as a single employer under\n      Section 414 of the Code.\n\n            Exchange Act means the Securities Exchange Act of 1934, as amended.\n\n            Financial Statements has the meaning set forth in Section 2.5\n      hereof.\n\n            GAAP means United States generally accepted accounting principles\n      and practices as in effect from time to time and applied consistently\n      throughout the periods involved.\n\n            Governmental Authority means any United States federal, state or\n      local government or any foreign government, any governmental, regulatory,\n      legislative, executive or administrative authority, agency or commission\n      or any court, tribunal, or judicial body.\n\n            Governmental Order means any order, writ, judgment, injunction,\n      decree, stipulation, determination or award entered by or with any\n      Governmental Authority. Governmental Orders shall not include Permits.\n\n            Hazardous Materials means petroleum and petroleum products,\n      byproducts or breakdown products, radioactive materials,\n      asbestos-containing materials, PCBs and any other chemicals, materials, or\n      substances designated, classified or regulated as being \"hazardous\" or\n      \"toxic\", or words of similar import, under any Environmental Law.\n\n            HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of\n      1976, as amended, and the rules and regulations promulgated thereunder.\n\n            including means \"including, without limitation\".\n\n            Indebtedness means obligations with regard to borrowed money and\n      shall expressly not include either accounts payable or accrued liabilities\n      that are incurred in the ordinary course of business or obligations under\n      capital, financing or operating leases regardless of how such leases may\n      be classified or accounted for on financial statements.\n\n            Indemnitee has the meaning set forth in Section 9.6 hereof.\n\n            Indemnitor has the meaning set forth in Section 9.6 hereof.\n\n            Intellectual Property means all patents, trademarks, trade names,\n      domain names, internet sites, intranet sites, websites, service marks and\n      copyrights, and applications for any of the foregoing, and other\n      intellectual property, including computer software and \n\n\n                                       40\n\n\n      programs, of the Company, whether owned or used by, or licensed to, the\n      Members or the Company.\n\n            Knowledge with respect to the Company means, exclusively,\n      information of which the Sellers' Representative, the President and Chief\n      Executive Officer or the Chief Financial Officer of the Company, or any\n      other employee of the Company designated as a \"vice president\" or having\n      primary responsibility for environmental matters has knowledge after\n      conduct of reasonable inquiry of the appropriate employees of the Company\n      having supervisory responsibility for the matter concerned. Knowledge with\n      respect to Parent includes any knowledge of Vendamerica.\n\n            Law means the common law and any federal, state, local or foreign\n      statute, law, ordinance, regulation, rule, code, order or other\n      requirement or rule of law.\n\n            Material Adverse Effect means any circumstance, change in, or effect\n      on the Company that has a material adverse effect on the business, results\n      of operations or financial condition of the Company or on the ability of\n      the Sellers or the Company to consummate the transactions contemplated\n      hereby.\n\n            Material Contracts means the written agreements, contracts,\n      policies, plans, mortgages, understandings, arrangements or commitments to\n      which the Members or the Company is a party as described below:\n\n                  (i) any agreement or contract providing for payments to any\n            Person in excess of $200,000 per year, excluding leases of Equipment\n            or Real Property or licenses with respect to Intellectual Property,\n            which are subject to paragraph (v) below;\n\n                  (ii) any employment agreement, consulting agreement or similar\n            contract providing for payments to any individual in excess of\n            $200,000 per year;\n\n                  (iii) any retention or severance agreement or similar contract\n            with respect to any individual who is to be employed by the Company\n            following the Closing Date;\n\n                  (iv) all collective bargaining agreements or other union\n            contracts;\n\n                  (v) any lease of Equipment or Real Property or license with\n            respect to Intellectual Property (other than licenses granted in\n            connection with the purchase of equipment or other assets) by the\n            Company from another Person providing for payments to another Person\n            in excess of $300,000 per year;\n\n\n                                       41\n\n\n                  (vi) any joint venture, partnership or similar agreement or\n            contract of the Company;\n\n                  (vii) any agreement or contract under which the Company has\n            borrowed or loaned any money in excess of $200,000 or issued or\n            received any note, bond, indenture or other evidence of Indebtedness\n            in excess of $200,000 or directly or indirectly guaranteed\n            Indebtedness, liabilities or obligations of others in an amount in\n            excess of $200,000;\n\n                  (viii) any covenant not to compete or contract or agreement,\n            understanding, arrangement or any restriction whatsoever limiting in\n            any respect the ability of the Company to compete in any line of\n            business or with any Person or in any area; and\n\n                  (ix) any agreement or contract with any officer, manager,\n            Member or employee of the Company or any of their family members\n            (other than employment agreements covered in clause (i) or\n            agreements or contracts containing terms substantially similar to\n            terms available to employees generally).\n\n      Material Contracts shall not include any and all (x) contracts, purchase\n      orders, purchase commitments, leases and agreements entered into in the\n      ordinary course of business (other than those described in clauses (iii),\n      (v) or (vi) above) that (A) are terminable at will without payment of\n      premium or penalty by the Members or the Company or (B) are terminable on\n      not more than 60 days' written notice without payment of premium or\n      penalty and do not involve the obligation of the Company to make payments\n      in excess of $50,000 during the 60-day period commencing on the Closing\n      Date; (y) contracts, sales orders, purchase orders, purchase commitments\n      and agreements relating to sales of computer software or hardware or video\n      game software or hardware or related services of the Company; and (z)\n      contracts, sales orders, purchase orders, purchase commitments, leases and\n      agreements that are entered into between the date hereof and the Closing\n      Date in the ordinary course of business.\n\n            Member Interests has the meaning set forth in the recitals to this\n      Agreement.\n\n            Members has the meaning set forth in the introductory paragraph to\n      this Agreement.\n\n            Multiemployer Plan means a multiemployer plan, as defined in Section\n      3(37) of ERISA.\n\n            Net Proceeds has the meaning set forth in Section 9.5 hereof.\n\n            Notice of Claim has the meaning set forth in Section 9.6 hereof.\n\n            Parent has the meaning set forth in the introductory paragraph to\n      this Agreement.\n\n\n                                       42\n\n\n            Parent Disclosure Letter has the meaning set forth in Article 3\n      hereof.\n\n            Payment Schedule has the meaning set forth in Section 1.2(c) hereof.\n\n            Permits has the meaning set forth in Section 2.10 hereof.\n\n            Permitted Encumbrances means each of the following:\n\n                  (a) liens for Taxes, assessments and governmental charges or\n            levies not yet due and payable;\n\n                  (b) Encumbrances imposed by Law, such as materialmen's,\n            mechanics', carriers', workmen's and repairmen's liens and other\n            similar liens, arising in the ordinary course of business;\n\n                  (c) zoning laws and other land use restrictions that do not\n            materially detract from the value or impair the use of the property\n            subject thereto, or materially impair the operation of the Company,\n            as it is being operated prior to the Closing Date;\n\n                  (d) security interests in favor of suppliers of goods for\n            which payment has not yet been made, provided that such failure to\n            pay is in the ordinary course of business consistent with past\n            practice; and\n\n                  (e) Encumbrances on the interests of the lessors (but not the\n            lessees) of properties in which the Company holds a leasehold\n            interest.\n\n            Person means any individual, partnership, firm, corporation, limited\n      liability company, association, trust, unincorporated organization or\n      other entity, as well as any syndicate or group that would be deemed to be\n      a person under Section 13(d)(3) of the Exchange Act.\n\n            Prime Rate means the rate declared from time to time by The Chase\n      Manhattan Bank as its \"prime rate\" in New York, New York.\n\n            Purchase Price has the meaning set forth in Section 1.2 hereof.\n\n            Real Property means the real property and related mineral rights\n      owned or leased by the Company, together with all buildings and other\n      structures, facilities or improvements currently or hereafter located\n      thereon, all fixtures, systems, equipment and items of personal property\n      of the Company attached or appurtenant thereto and all easements,\n      licenses, rights and appurtenances relating to the foregoing.\n\n            Reimbursements has the meaning set forth in Section 9.5 hereof.\n\n\n                                       43\n\n\n            Release means disposing, discharging, injecting, spilling, leaking,\n      leaching, dumping, emitting, escaping, emptying, seeping, placing and the\n      like into or upon any land or water or air or otherwise entering into the\n      environment.\n\n            Sellers has the meaning set forth in the introductory paragraph of\n      this Agreement.\n\n            Sellers' Disclosure Letter has the meaning set forth in Article 2\n      hereof.\n\n            Sellers' Representative means Leonard Riggio, or his successor or\n      assign.\n\n            Shares has the meaning set forth in the recitals to this Agreement.\n\n            Subsidiary of any Person means (i) any corporation more than 50% of\n      whose stock of any class or classes having by the terms thereof ordinary\n      voting power to elect a majority of the directors of such corporation is\n      owned by such Person directly or indirectly, through Subsidiaries and (ii)\n      any partnership, limited partnership, limited liability company,\n      associates, joint venture or other entity in which such Person directly or\n      indirectly through Subsidiaries has more than a 50% equity interest.\n\n            Tax or Taxes means any and all taxes, fees, withholdings, levies,\n      duties, tariffs, imposts, and other charges of any kind (together with any\n      and all interest, penalties, additions to tax and additional amounts\n      imposed with respect thereto) imposed by any government or taxing\n      authority (foreign or domestic), including taxes or other charges on or\n      with respect to income, franchises, windfall or other profits, gross\n      receipts, property, sales, use, capital stock, payroll, employment, social\n      security, workers' compensation, unemployment compensation, or net worth,\n      taxes or other charges in the nature of excise, withholding, ad valorem,\n      stamp, transfer, value added or gains taxes, license, registration and\n      documentation fees, and customs duties, tariffs and similar charges.\n\n            Tax Benefit has the meaning set forth in Section 9.5 hereof.\n\n            Tax Return means any report, return, document, declaration or other\n      information or filing required to be supplied to any Tax authority or\n      jurisdiction (foreign or domestic) with respect to Taxes, including\n      information returns, any documents with respect to or accompanying\n      payments of estimated Taxes, or with respect to or accompanying requests\n      for the extension of time in which to file any such report, return,\n      document, declaration or other information.\n\n            Title IV Plan means each Employee Benefit Plan subject to Title IV\n      of ERISA, other than a Multiemployer Plan.\n\n            Total Purchase Price has the meaning set forth in Section 1.2(d).\n\n            Transaction Taxes has the meaning set forth in Section 8.1 hereof.\n\n\n                                       44\n\n\n            Unaudited Financial Statements has the meaning set forth in Section\n      2.5 hereof.\n\n            Vendamerica has the meaning set forth in the introductory paragraph\n      to this Agreement.\n\n            Vendamerica Contracts has the meaning set forth in Section 3.6\n      hereof.\n\n            Vendamerica Leased Property has the meaning set forth in Section\n      3.12 hereof.\n\n            Vendamerica Permits has the meaning set forth in Section 3.7(a)\n      hereof.\n\n            Article 11. Miscellaneous Provisions.\n\n            11.1 Termination Rights. (a) Grounds for Termination. This Agreement\nmay be terminated:\n\n            (1) by mutual consent of the parties;\n\n            (2) by either the Sellers and the Company or the Buyer, provided\n      such party or parties are not then in material default hereunder, upon\n      written notice to the other party or parties, if the Closing hereunder has\n      not occurred on or before April 1, 2000; or\n\n            (3) by either the Sellers and the Company or the Buyer, upon written\n      notice to the other party or parties, if any Governmental Authority shall\n      have issued a statute, rule, regulation, order, decree or injunction or\n      taken any other action permanently restraining, enjoining or otherwise\n      prohibiting the purchase and sale contemplated by this Agreement and such\n      statute, rule, regulation, order, decree or injunction or other action\n      shall have become final and nonappealable.\n\n            (b) Post-Termination Liability. If this Agreement is terminated\npursuant to Section 11.1(a) hereof, this Agreement shall thereupon become void\nand of no further effect whatsoever, and the parties shall be released and\ndischarged of all obligations under this Agreement, except (i) to the extent of\na party's liability for willful material breaches of this Agreement prior to the\ntime of such termination and (ii) the obligations of each party for its own\nexpenses incurred in connection with the transactions contemplated by this\nAgreement as provided herein.\n\n            11.2 Litigation Costs. If any litigation with respect to the\nobligations of the parties under this Agreement results in a final nonappealable\norder of a court of competent jurisdiction that results in a final disposition\nof such litigation, the prevailing party, as determined by the court ordering\nsuch disposition, shall be entitled to reasonable attorneys' fees as shall be\ndetermined by such court. Contingent or other percentage compensation\narrangements shall not be considered reasonable attorneys' fees.\n\n\n                                       45\n\n\n            11.3 Expenses. Except as otherwise specifically provided in this\nAgreement, all costs and expenses, including fees and disbursements of counsel,\nfinancial advisors and accountants, incurred in connection with this Agreement\nand the transactions contemplated hereby shall be paid by the party incurring\nsuch costs and expenses, whether or not the Closing shall have occurred.\n\n            11.4 Notices. Any notice, demand, claim, notice of claim, request or\ncommunication required or permitted to be given under the provisions of this\nAgreement shall be in writing and shall be deemed to have been duly given (i)\nupon delivery if delivered in person, (ii) on the date of mailing if mailed by\nregistered or certified mail, postage prepaid and return receipt requested,\n(iii) on the date of delivery to a national overnight courier service, or (iv)\nupon transmission by facsimile (if such transmission is confirmed by the\naddressee) if delivered through such services to the following addresses, or to\nsuch other address as any party may request by notifying in writing all of the\nother parties to this Agreement in accordance with this Section 11.4.\n\n            If to the Company:\n\n                        Babbage's Etc. LLC\n                        2250 William D. Tate Avenue\n                        Grapevine, TX  76051\n                        Attention:  Richard Fontaine\n                        Facsimile No.:  (817) 424-2820\n\n            with a copy to:\n\n                        Robinson Silverman Pearce Aronsohn &amp; Berman LLP\n                        1290 Avenue of the Americas\n                        New York, NY 10104\n                        Attention:  Michael Rosen, Esq.\n                        Facsimile No.:  (212) 541-1400\n\n            If to a Seller:\n\n                        To the address for such Seller set forth in Section 11.4\n                        of the Sellers' Disclosure Letter\n\n            If to the Buyer:\n\n                        Barnes &amp; Noble, Inc.\n                        122 Fifth Avenue\n                        New York, NY  10011\n                        Attention:  Alan Kahn\n                        Facsimile No.: (212) 352-3602\n\n\n                                       46\n\n\n            with copies to:\n\n                        Simpson Thacher &amp; Bartlett\n                        425 Lexington Avenue\n                        New York, New York 10017\n                        Attention:  Richard I. Beattie, Esq.\n                                    Charles I. Cogut, Esq.\n                        Facsimile No.:  (212) 455-2502\n\n                        William Sheluck, Jr.\n                        36 Greenleaf Farms Road\n                        Newtown, CT  06470\n                        Facsimile No.:  (203) 270-1593\n\n         Any such notice shall be deemed to have been received on the date of\npersonal delivery, the date set forth on the Postal Service return receipt, or\nthe date of delivery shown on the records of the overnight courier, as\napplicable.\n\n         11.5 Benefit and Assignment. This Agreement will be binding upon and\ninure to the benefit of the parties hereto and their respective successors and\npermitted assigns. There shall be no assignment of any interest under this\nAgreement by any party except that the Buyer may assign its rights hereunder to\nany wholly owned subsidiary of the Buyer; provided, however, that no such\nassignment shall relieve the assignor of its obligations under this Agreement.\nExcept as provided in the preceding sentence, no party may voluntarily or\ninvoluntarily assign its interest under this Agreement without the prior written\nconsent of the other parties (which consent may be granted or withheld in the\nsole discretion of such other parties). No such assignment shall relieve the\nassignor of its obligations hereunder. Nothing herein, express or implied, is\nintended to or shall confer upon any other Person any legal or equitable right,\nbenefit or remedy of any nature whatsoever under or by reason of this Agreement.\n\n         11.6 Waiver. Any party to this Agreement may (a) extend the time for\nthe performance of any of the obligations or other acts of any other party, (b)\nwaive any inaccuracies in the representations and warranties of any other party\ncontained herein or in any document delivered by any other party pursuant hereto\nor (c) waive compliance with any of the agreements or conditions of any other\nparty contained herein. Any such extension or waiver shall be valid only if set\nforth in an instrument in writing signed by the party to be bound thereby. Any\nwaiver of any term or condition shall not be construed as a waiver of any\nsubsequent breach or a subsequent waiver of the same term or condition, or a\nwaiver of any other term or condition, of this Agreement. The failure of any\nparty to assert any of its rights hereunder shall not constitute a waiver of any\nsuch rights.\n\n         11.7 Severability. If any term or other provision of this Agreement is\ninvalid, illegal or incapable of being enforced by any Law or public policy, all\nother terms and provisions of this Agreement shall nevertheless remain in full\nforce and effect so long as the economic or legal substance of the transactions\ncontemplated hereby is not affected in any manner materially \n\n\n                                       47\n\n\nadverse to any party. Upon such determination that any term or other provision\nis invalid, illegal or incapable of being enforced, the parties hereto shall\nnegotiate in good faith to modify this Agreement so as to effect the original\nintent of the parties as closely as possible in an acceptable manner in order\nthat the transactions contemplated hereby are consummated as originally\ncontemplated to the greatest extent possible.\n\n         11.8 Amendment. This Agreement may not be amended or modified except\n(a) by an instrument in writing signed by the Sellers' Representative, the\nCompany, Parent and the Buyer or (b) by a waiver in accordance with Section 11.6\nhereof.\n\n         11.9 Effect and Construction of this Agreement. This Agreement embodies\nthe entire agreement and understanding of the parties with respect to the\nsubject matter hereof and supersedes any and all prior agreements, arrangements\nand understandings, whether written or oral, relating to matters provided for\nherein (including any other purchase agreement by and among the parties hereto),\nand is not intended to, and does not, confer upon any other Person any rights or\nremedies. The language used in this Agreement shall be deemed to be the language\nchosen by the parties hereto to express their mutual agreement, and this\nAgreement shall not be deemed to have been prepared by any single party hereto.\nDisclosure of any fact or item in a schedule referenced by a particular\nparagraph or section in this Agreement shall, should the existence of the fact\nor item or its contents be relevant to any other paragraph or section, be deemed\nto be disclosed with respect to that other paragraph or section whether or not a\nspecific cross reference appears to the extent that the fact or item disclosed\nis reasonably clearly applicable to such other paragraph or section. Disclosure\nof any fact or item on a schedule shall not necessarily mean that such item or\nfact, individually or in the aggregate, is material to the business, results of\noperations or financial condition of the Company. The headings of the sections\nand subsections of this Agreement are inserted as a matter of convenience and\nfor reference purposes only and in no respect define, limit or describe the\nscope of this Agreement or the intent of any section or subsection. This\nAgreement may be executed in one or more counterparts and by the different\nparties hereto in separate counterparts, each of which when executed shall be\ndeemed to be an original but all of which taken together shall constitute one\nand the same agreement.\n\n         11.10 Knowledge of and Actions by the Company. (a) Any knowledge of, or\nnotice by any Person to, the Company shall for the purposes of this Agreement be\ndeemed to be attributable to the Sellers.\n\n         (b) The Sellers shall cause (or, in the case of Parent, Parent shall\ncause Vendamerica to cause) the Company to perform each of the Company's\nobligations under this Agreement.\n\n         11.11 Specific Performance. Each of the parties hereto acknowledges and\nagrees that in the event of any breach of this Agreement, each non-breaching\nparty would be irreparably and immediately harmed and could not be made whole by\nmonetary damages. It is accordingly agreed that the parties hereto (i) waive, in\nany action for specific performance, the defense of adequacy of a remedy at law\nand (ii) shall be entitled, in addition to any other remedy to which \n\n\n                                       48\n\n\nthey may be entitled at law or in equity, to compel specific performance of this\nAgreement in any action instituted in any state or federal court sitting in New\nYork, New York.\n\n         11.12 Appointment of Sellers' Representative. Each Seller by executing\nthis Agreement hereby appoints Leonard Riggio as such Seller's agent and\nattorney-in-fact hereunder.\n\n         11.13 Governing Law. Except to the extent that the Delaware Limited\nLiability Company Act applies by its terms and the terms of the Company's\ncertificate of formation and the LLC Agreement, this Agreement shall be governed\nby, and construed in accordance with, the Laws of the State of New York without\nreference to the conflicts of law provisions thereof.\n\n         11.14 Consent to Jurisdiction. Each of the parties hereto irrevocably\nsubmits to the exclusive jurisdiction of the United States District Court for\nthe Southern District of New York located in the borough of Manhattan in the\nCity of New York, or if such court does not have jurisdiction, the Supreme Court\nof the State of New York, New York County, for the purposes of any suit, action\nor other proceeding arising out of this Agreement or any transaction\ncontemplated hereby. Each of the parties hereto further agrees that service of\nany process, summons, notice or document by U.S. registered mail to such party's\nrespective address set forth in Section 11.4 shall be effective service of\nprocess for any action, suit or proceeding in New York with respect to any\nmatters to which it has submitted to jurisdiction as set forth above in the\nimmediately preceding sentence. By execution and delivery of this Agreement,\nParent appoints CT Corporation at 111 Eighth Avenue, New York, New York 10011 as\nits agent upon which process may be served in any such legal action or\nproceeding for a period of six years from the Closing Date. Each of the parties\nhereto irrevocably and unconditionally waives any objection to the laying of\nvenue of any action, suit or proceeding arising out of this Agreement or the\ntransactions contemplated hereby in (a) the United States District Court for the\nSouthern District of New York or (b) the Supreme Court of the State of New York,\nNew York County, and hereby further irrevocably and unconditionally waives and\nagrees not to plead or claim in any such court that any such action, suit or\nproceeding brought in any such court has been brought in an inconvenient forum.\n\n         11.15 Apportionment of Costs Among Sellers. Except as otherwise\nexpressly provided herein, each Seller shall pay its pro rata portion of any\ncost or expense to be shared among the Sellers, calculated with respect to such\nSeller's (or in the case of Parent, Vendamerica's) percentage ownership of the\nCompany immediately prior to the Closing as set forth on Schedule I.\n\n\n\n\n                                       49\n\n\n         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the day and year first above written.\n\n\n                              \/s\/ Leonard Riggio\n                              LEONARD RIGGIO\n\n                              \/s\/ R. Richard Fontaine\n                              R. RICHARD FONTAINE\n\n                              \/s\/ Daniel A. DeMatteo\n                              DANIEL A. DEMATTEO\n\n\n                              VENDAMERICA B.V.\n\n                              By: Unikavee B.V., its sole director\n\n                              By: \/s\/ J.M. Hessels\n                                 Name:  J.M. Hessels\n                                 Title: Chief Executive Officer\n\n\n                              THE LEONARD RIGGIO TRUST\n\n                              By: \/s\/ Michael N. Rosen\n                                 Name:  Michael N. Rosen\n                                 Title: Trustee\n\n\n                              BABBAGE'S ETC. LLC\n\n                              By: \/s\/ Leonard Riggio\n                                 Name: Leonard Riggio\n                                 Title: Chairman and Chief Executive Officer\n\n\n                              BARNES &amp; NOBLE, INC.\n\n                              By: \/s\/ Alan Kahn\n                                 Name: Alan Kahn\n                                 Title: Chief Operating Officer\n\n\n                                       50\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6857],"corporate_contracts_industries":[9492],"corporate_contracts_types":[9622,9627],"class_list":["post-43518","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-barnes---noble-inc","corporate_contracts_industries-retail__books","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43518","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43518"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43518"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43518"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43518"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}