Barnes & Noble Education, Inc

Footnotes

F1

This Form 4 is filed by William C. Martin (the "Reporting Person"). The Reporting Person is a member of a group with Toro 18 Holdings LLC ("Toro 18"), Immersion Corporation ("Immersion"), Eric Singer, Emily Hoffman and Elias Nader for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, that collectively beneficially owns over 10% of the Issuer's outstanding shares of common stock, par value $0.01 (the "Common Stock"). The Reporting Person disclaims beneficial ownership of the securities of the Issuer owned directly by other members of the Section 13(d) group except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The other members of the Section 13(d) group will file separate Section 16 reports, as applicable.↩ 1↩ 2↩ 3

F2

Grant of restricted shares that will vest on the earlier of one year from the date of grant or the Issuer's next annual meeting of stockholders.↩ 1

F3

The Reporting Person's shares are held directly and through a wholly-owned limited liability company and IRA Accounts, all of which the Reporting Person controls exclusively.↩ 1

F4

The Reporting Person's shares are held directly through UGMA accounts for the benefit of his minor children, all of which the Reporting Person controls exclusively.↩ 1

F5

Securities owned directly by Toro 18. Immersion, as the sole member of Toro 18, may be deemed to beneficially own the securities owned directly by Toro 18. Mr. Martin, as the Chief Strategy Officer of Toro 18, may be deemed to beneficially own the securities owned directly by Toro 18.↩ 1