Delaware
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1-12302
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06-1196501
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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122 Fifth Avenue, New York, New York
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10011
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(Address of principal executive offices)
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(Zip Code)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Exhibit No.
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Description
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10.1
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Amendment No. 2 to Commercial Agreement, dated May 17, 2016, between Samsung Electronics America, Inc. and Nook Digital, LLC.
*
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BARNES & NOBLE, INC.,
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Date: May 18, 2016
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By:
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/s/ Bradley A. Feuer | |
Name: Bradley A. Feuer | |||
Title: Vice President, General Counsel and Corporate Secretary | |||
Exhibit No.
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Description
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10.1
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Amendment No. 2 to Commercial Agreement, dated May 17, 2016, between Samsung Electronics America, Inc. and Nook Digital, LLC.
*
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1. | Section 4.3. Section 4.3 is hereby deleted and replaced in its entirety as follows: |
2. | Section 5.5. A new Section 5.5 is hereby added as follows: |
3. | Section 9.1. The parties agree that the Agreement is hereby revised such that the Term shall end on March 31, 2018. |
4. | Section 13.2. The notice address of Nook Digital is hereby deleted and replaced in its entirety as follows: |
5. | Exhibit D. Exhibit D is hereby deleted in its entirety. |
6. | Exhibit E. Exhibit E is hereby deleted and replaced in its entirety by the attached Amended Exhibit E. |
7. | Agreement . This Amendment, together with the Agreement, sets forth the entire agreement between the parties with respect to the matters set forth herein and supersedes all prior discussions or understandings between the parties relating to the subject matters contemplated herein. In the event of a conflict between the terms of this Amendment and the other terms of the Agreement, this Amendment shall govern and control. Except as expressly set forth herein, the Agreement and its provisions shall remain in full force and effect. Capitalized terms used but not defined in this Amendment shall have the meaning ascribed to them in the Agreement. |
8. | Counterparts . This Amendment may be executed in counterparts, each of which will be deemed and original and all of which together will constitute and one and the same document. |
NOOK DIGITAL LLC
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SAMSUNG ELECTRONICS AMERICA, INC.
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Signed:
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/s/ Fred Argir
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Signed:
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/s/ Gary M. Riding
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Name:
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Fred Argir
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Name:
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Gary M. Riding
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Title:
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CDO
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Title:
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SVP
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Date:
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May 5, 2016
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Date:
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May 17, 2016
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Marketing Development Funds (MDF)
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[***] of Net Revenue to be paid on a [***] basis.
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