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Riggio who did not sell shares during the buybacks. Riggio to acquire even more shares by exercising stock options, which Mr.Riggio recently did to purchase almost a million extra shares, representing approximately 1.7% of the outstanding stock. Riggio is not considered a threat when he holds approximately 33% of the common stock, how can this Board reasonably consider any non-Riggio stockholder that acquires up to 30% of the outstanding stock as a threat? YUCAIPA HAS NO PLAN TO ACQUIRE CONTROL OF YOUR COMPANY Barnes & Noble claims that Yucaipa and one of the Company’s other major institutional investors, Aletheia Research & Management, are working together to “steal your company.” That is absolutely FALSE!DON’T FALL FOR THE BOARD’S MISSTATEMENTS The Board’s false statements are in our view nothing more than a desperate attempt to distract you from the real issues.


We believe a truly fair competitive bidding process to sell the Company is an appropriate way to maximize value for the stockholders.

Why would we make that offer if we were seeking to obtain control? THE BOARD MISCHARACTERIZES YUCAIPA’S INVESTMENT HISTORY That is hardly a case of “stealing” control of a company without paying a premium.

To us, the Board’s misstatements and distortion of Yucaipa’s record illustrate just how desperate this Board is to try to protect the Riggios’ control of the Company and deflect attention from the Company’s poor performance and the related party transactions that have benefited the Riggio family for years.

We also are concerned that potential bidders may be deterred from bidding at all by Leonard Riggio’s locked-in voting and stock ownership advantage under the poison pill, his influence over the Board, and the long history of Board-approved related party transactions with the Riggios.

That is why you should vote the GOLD proxy card “FOR” the election of our three experienced and highly qualified director nominees, each of whom is independent of the Riggios and the current Board, to best ensure that the strategic alternatives review process is promptly completed and maximizes value for all stockholders.

Don’t let Leonard Riggio succeed just because the Board gave him a huge locked-in voting advantage under their poison pill.

If you have any questions or need assistance in voting your shares or if you want an additional copy of our proxy materials, please contact Mac Kenzie Partners, Inc. Thank you for your consideration and support, THE YUCAIPA COMPANIES On Behalf of Yucaipa American Alliance Fund II, L. and Yucaipa American Alliance (Parallel) Fund II, L. Important Note: The Company has now announced the Annual Meeting will be held at a.m., Eastern Time, on September 28, 2010, at the Asia Society and Museum, 725 Park Avenue, New York, New York 10021.

Ask yourself, why would this Board characterize our legitimate exercise of rights granted to every stockholder under the Company’s own bylaws as somehow a “threat” to the Company?

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