LETTER OF TRANSMITTAL

NEBRASKA BOOK HOLDINGS, INC.

Offer to Exchange

Up to $125.0 Million in Aggregate Principal Amount

of 2.0% Convertible Senior PIK Notes Due 2026

For any and all

15.0% Senior Secured Notes due 2016

CUSIP NO. 63983WAA6

THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON APRIL 14, 2016, UNLESS EXTENDED (SUCH TIME AND DATE, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). OUTSTANDING NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE, BUT NOT THEREAFTER.

The Exchange Agent for the Exchange Offer is:

ComputerShare

We refer you to the Confidential Offering Memorandum dated March 18, 2016 (the Memorandum”), of Nebraska Book Holdings, Inc. (the “Company”), and this Letter of Transmittal (the “Letter of Transmittal”), which together describe the Exchange Offer. Capitalized terms used but not defined herein have the respective meanings given to them in the Memorandum.

If you wish to exchange your issued and outstanding 15.0% Senior Secured Notes due 2016 (“Existing Notes”) for newly issued 2.0% Convertible Senior PIK Notes Due 2026 (“New Senior Notes”) upon the terms and conditions described in the Memorandum, you must submit certain Eligibility Documentation as explained in more detail in the Memorandum and in Instruction 9 below, and validly tender (and not withdraw) your Existing Notes to the Exchange Agent prior to the Expiration Date. There are no guaranteed delivery procedures provided for in conjunction with the Exchange Offer.

The Company reserves the right, at any time or from time to time, to extend the Exchange Offer at its discretion, in which event the term “Expiration Date” shall mean the latest date and time to which the Exchange Offer is extended. The Company shall notify the Exchange Agent and each registered holder of the Existing Notes of any extension by oral or written notice prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

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This Letter of Transmittal is to be used by holders of the Existing Notes. Tenders of Existing Notes are to be made according to the Automated Tender Offer Program (“ATOP”) of The Depository Trust Company (“DTC”) pursuant to the procedures set forth in the Memorandum under the caption “The Exchange Offer — Procedures for Tendering Existing Notes in the Exchange Offer.” DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s DTC account. DTC will then send a computer generated message known as an “agent’s message” to the Exchange Agent for its acceptance.

As explained in further detail in Instruction 9 below, unless waived by the Company, the Company must receive and confirm the adequacy of certain Eligibility Documentation as a condition to acceptance of Existing Notes that are tendered via ATOP. Beneficial holders should have received instructions and forms (the “Eligibility Packet”) for completing and submitting the Eligibility Documentation concurrently with the Memorandum and this Letter of Transmittal. The Company has no obligation to accept delivery of any tendered notes until the Company

has received and confirmed the adequacy of the required Eligibility Documentation. If for any reason you have not yet received the Eligibility Packet, you are urged to immediately contact the Information Agent pursuant to Instruction 9 below.

For you to validly tender Existing Notes in the Exchange Offer (in addition to properly submitting adequate Eligibility Documentation as described above, unless waived by the Company), the Exchange Agent must receive, prior to the Expiration Date, an agent’s message under the ATOP procedures that confirms that:

DTC has received your instructions to tender your Existing Notes; and you agree to be bound by the terms of this Letter of Transmittal.

BY USING THE ATOP PROCEDURES TO TENDER EXISTING NOTES, YOU WILL NOT BE REQUIRED TO DELIVER THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT. HOWEVER, UNLESS THE COMPANY WAIVES THIS REQUIREMENT, YOU ARE REQUIRED TO DELIVER THE ELIGIBILITY DOCUMENTATION, AND THE COMPANY MUST CONFIRM ITS ADEQUACY, BEFORE YOUR TENDER VIA ATOP IS ACCEPTED. ALTHOUGH YOU WILL NOT SIGN OR RETURN THIS LETTER OF TRANSMITTAL, YOU WILL BE BOUND BY ITS TERMS, AND YOU WILL BE DEEMED TO HAVE MADE THE ACKNOWLEDGMENTS AND THE REPRESENTATIONS AND WARRANTIES IT CONTAINS, JUST AS IF YOU HAD SIGNED IT.

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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

By tendering Existing Notes in the Exchange Offer, the tendering holder:

1. Acknowledges receipt of the Memorandum and this Letter of Transmittal.

2. Subject to, and effective upon the acceptance of the Existing Notes delivered in accordance with this Letter of Transmittal, irrevocably:

a) sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to all of the Existing Notes tendered hereby;

b) waives and releases any and all rights with respect to the Existing Notes being tendered, including, without limitation, any existing or past defaults and their consequences in respect of such Existing Notes;

c) releases any right such tendering holder may have to receive interest accrued on Existing Notes to, but not including, the closing date of the Exchange Offer (“Pre-Exchange Interest”), and expressly agrees that any right of such holder to receive Pre-Exchange Interest shall be in the form of the New Senior Notes, and shall be deemed paid in full upon receipt of the New Senior Notes in accordance with the terms and conditions of the Exchange Offer; and

d) releases, discharges and waives any and all claims or causes of action of any kind whatsoever, whether known or unknown, that, directly or indirectly arise out of, relate to, are based upon, or are in any manner connected with the undersigned or the undersigned’s successors’ and assigns’ ownership or acquisition of the Existing Notes so tendered, including any related transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown (including without limitation any accrued interest and any approval or acceptance given or denied, which occurred, existed, was taken, permitted or begun prior to the date of such release and discharge, in each case which the tendering holder and/or any of such tendering holder’s successors and assigns have or may have had against: (a) the Company, its subsidiaries, its affiliates and its shareholders and/or (b) the Company’s directors, officers, employees, attorneys, accountants, advisors, agents and representatives, in each case whether current or former, as well as the directors, officers, employees, attorneys, accountants, advisors, agents and representatives of its subsidiaries, its affiliates and its stockholders]

3. Upon agreement to the terms and conditions of this document pursuant to an agent’s message, and with full knowledge that the Exchange Agent is also acting as agent of the Company with respect to the delivered Exchange Notes, irrevocably constitutes and appoints the Exchange Agent as agent and attorney-in-fact for the tendering holder with respect to the tendered Existing Notes, with full power of substitution, to:

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a) cause the Existing Notes to be assigned, transferred and exchanged;

b) transfer ownership of the Existing Notes on the account books maintained by DTC to the Company and deliver all accompanying evidence of transfer and authenticity to the Company; and

c) present the Existing Notes for transfer on the books of the Company, receive all benefits and exercise all rights of beneficial ownership of these Existing Notes according to the terms of the Exchange Offer.

The power of attorney granted in this paragraph is irrevocable and coupled with an interest.

4. represents and warrants that:

a) The tendering holder has full authority to tender the Existing Notes described above and to acquire the New Senior Notes issuable upon the exchange of such Existing Notes;

b) The tendering holder will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the tender of Existing Notes;

c) The Issuer will acquire good, marketable and unencumbered title to the tendered Existing Notes, free and clear of all liens, restrictions, charges and other encumbrances;

d) The tendered Existing Notes are not subject to any adverse claims or proxies; and

e) The tendering holder will not sell, pledge, hypothecate or otherwise encumber or transfer any tendered Existing Notes following such tender, and any purported sale, pledge, hypothecation or other encumbrance or transfer will be void and of no effect.

5. Acknowledges that the tender of the Existing Notes pursuant to all of the procedures set forth in the Memorandum and this Letter of Transmittal constitutes an agreement between the tendering holder and the Company as to the terms and conditions set forth in the Memorandum and this Letter of Transmittal (including the instructions here), and such terms and conditions shall be deemed to be incorporated in, and form a part of, this Letter of Transmittal, which shall be read and construed accordingly.

6. Agrees that all authority conferred or agreed to be conferred by this Letter of Transmittal shall not be affected by, and shall survive, the holder’s death, incapacity, or dissolution, and any obligation of the holder hereunder shall be binding upon the holder’s heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns.

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7. Acknowledges that the New Senior Notes are being issued in a private placement offering only to “Accredited Investors” (as defined in Rule 501 of Regulation D under the Securities Act), in reliance upon an exemption from registration provided under Rule 506 of Regulation D under the Securities Act of 1933.

8. Represents that the tendering holder is an Accredited Investor and acknowledges that before the holder's notes may be exchanged, the Accredited Investor must have completed and submitted to the Company the Eligibility Documentation adequate to verify the holder's status as an Accredited Investor; provided that the Company reserves the right in its sole discretion to independently verify the holder’s status as such using some other method, which it is under no obligation to do. The tendering holder further acknowledges that if the Company fails to receive the Eligibility Documentation on or before the exchange date, the Company may, in its sole discretion, reject the holder’s tender. The holder further represents and warrants that all information contained in the Eligibility Documentation is, or will be, complete and accurate as of the date thereof. The tendering holder agrees to furnish any additional information requested by the Company or any of its affiliates to assure compliance with applicable U.S. federal and state securities laws in connection with the purchase and sale of the New Senior Notes.

9. Represents that any information that has been furnished or that will be furnished by the tendering holder to evidence status as an “Accredited Investor” is accurate and complete, and does not contain any misrepresentation or material omission.

10. Affirms or reaffirms, as the case may be, to the Company each of the representations, warranties, covenants and agreements set forth in the Eligibility Documentation, with the same force and effect as if each were separately stated herein and made as of the date hereof. In particular, the tendering holder represents that it shall notify the Company upon the occurrence of any event prior to the closing of the Exchange Offer which would cause any representation, warranty, or covenant of the tendering holder contained in the Eligibility Documentation to be false or incorrect.

11. Represents that it understands that (i) the New Senior Notes have not been and will not be registered under the Securities Act or any state securities laws; (ii) the Company has no obligation or present intention of filing a registration statement under the Securities Act of 1933 in respect of the New Senior Notes; and (iii) the transfer of the New Senior Notes is subject to the restrictions described in the Memorandum and may be made only pursuant to an available exemption under the Securities Act.

12. Agrees: (A) that the tendering holder will not sell, assign, pledge, give, transfer or otherwise dispose of the New Senior Notes or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the New Senior Notes under the Securities Act and all applicable state securities laws, or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable state securities laws; (B) that the New Senior Notes shall initially be issued in the form of a Global Note, which shall bear a legend making reference to the foregoing restrictions, which shall be in substantially the form set forth in the Memorandum; and (C) that the Company and its affiliates shall not be

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required to give effect to any purported transfer of New Senior Notes except upon compliance with the foregoing restrictions.

13. Represents and warrants that the tendering holder is purchasing the New Senior Notes for the holder’s own account, for investment only, and not with a view to any resale, distribution or other disposition of the New Senior Notes, except pursuant to sales registered or exempt from registration under the Securities Act and applicable state securities laws;

14. Represents that the tendering holder has such knowledge, skill and experience in business, financial and investment matters that the tendering holder is capable of evaluating the merits and risks of an investment in the New Senior Notes. With the assistance of the tendering holder’s own professional advisors, to the extent that the tendering holder has deemed appropriate, the tendering holder has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the New Senior Notes and the consequences of accepting the Exchange Offer. The tendering holder has considered the suitability of the New Senior Notes as an investment in light of its own circumstances and financial condition.

15. Represents and warrants that in evaluating the Exchange Offer and deciding whether to participate therein by submitting this Letter of Transmittal and tendering Existing Notes, the tendering holder has made an independent appraisal of the matters referred to in the Memorandum and this Letter of Transmittal and in any related communications, has had access to such information concerning the Company and the New Senior Notes as it deems necessary to enable it to make an informed investment decision concerning the purchase of the New Senior Notes, and is not relying on any statement, representation or warranty, express or implied, made by the Company or any other person, other than those contained in the Memorandum , as amended or supplemented through the Expiration Date.

16. Acknowledges that neither the Company nor any of its affiliates has made any representation regarding the proper characterization of the New Senior Notes for purposes of determining the holder’s authority to invest in the New Senior Notes.

17. Understands and accepts that the purchase of the New Senior Notes involves various risks, including the risks outlined in the Memorandum, and represents that it is able to bear any loss associated with an investment in the New Senior Notes.

18. Agrees that the representations, warranties and agreements of the tendering holder shall be deemed to be repeated and reconfirmed on and as of the Expiration Date and the Exchange Date.

INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1. Book-Entry Confirmations.

Confirmations of book-entry transfers to the Exchange Agent’s account at DTC of Existing Notes tendered by book-entry transfer, as well as agent’s message and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein prior to 12:00 midnight, New York City time, on the Expiration Date.

2. Partial Tenders.

The holder may tender less than all of its Existing Notes in the Exchange Offer; however, all Existing Notes tendered to the Exchange Agent will be deemed to have been tendered in full unless otherwise indicated. Any Existing Notes which have been tendered but not accepted for exchange will be returned to the holder without cost to the holder as promptly as practicable.

3. Validity of Tenders.

All questions as to the validity, form, eligibility (including time of receipt), acceptance, and withdrawal of tendered Existing Notes will be determined by the Company, in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any or all tenders not in proper form or the acceptance for exchange of which may, in the opinion of counsel for the Company, be unlawful, including without limitation tenders by holders who have failed to submit adequate Eligibility Documentation. The Company also reserves the absolute right to waive any of the conditions of the Exchange Offer or any defect or irregularity in the tender of any Existing Notes. The Company’s interpretation of the terms and conditions of the Exchange Offer (including the Letter of Transmittal and these instructions) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Existing Notes must be cured within such time as the Company shall determine. Although the Company intends to notify holders of defects or irregularities with respect to tenders of Existing Notes, neither the Company, the Exchange Agent, the Information Agent, nor any other person shall be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give such notification. Tenders of Existing Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Existing Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holders, unless otherwise provided in the Letter of Transmittal, promptly following the Expiration Date.

4. Waiver of Conditions.

The Issuer reserves the absolute right to waive, in whole or part, up to the expiration of the Exchange Offer, any of the conditions to the Exchange Offer set forth in the Memorandum or in this Letter of Transmittal.

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5. No Conditional Tender.

No alternative, conditional, irregular or contingent tender of Existing Notes will be accepted.

6. Request for Assistance or Additional Copies.

Requests for assistance or for additional copies of the Memorandum, the Eligibility Documentation or this Letter of Transmittal may be directed to the Information Agent at the address or telephone number set forth below. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer

Georgeson LLC 480 Washington Blvd., 26th Floor

Jersey City, NJ 07310 (888) 206-0860

nebraskabook@georgeson.com

7. Withdrawal.

Tenders may be withdrawn only pursuant to the withdrawal rights set forth in the Memorandum.

8. No Guarantee of Late Delivery.

There is no procedure for guarantee of late delivery in the Exchange Offer.

9. Eligibility Documentation.

Unless waived by the Company, the Company requires that it receive and confirm the adequacy of the Eligibility Documentation for the tendering noteholder before accepting any Existing Notes that are tendered using ATOP (or otherwise).

If you are the beneficial holder of Existing Notes, you should have received the Eligibility Packet with the Memorandum and this Letter of Transmittal. If you failed to receive the Eligibility Packet, you are urged to promptly contact the Information Agent whose contact information is set forth in Instruction 6 above. It may take substantial time to process Eligibility Documentation, which must be completed before delivery of any tendered notes can be accepted.

If you are the broker or other DTC participant with respect to Existing Notes, you must submit Eligibility Documentation for each tendering holder to the Company as set forth below. You should contact the Information Agent if you need further information or assistance.

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Submit Eligibility Documentation by either email or facsimile to:

Arnall Golden Gregory, LLP

Attention: Robert Dow, Esq.

Fax: 404-873-8707

Email:Robert.Dow@agg.com

10. Withholding Tax; Internal Revenue Service Forms.

To avoid the application of U.S. federal backup withholding (currently at a rate of 28%) on any payments made to tendering holders, each tendering holder should complete and provide to the Exchange Agent the enclosed Internal Revenue Service (“IRS”) Form W-9, in the case of a holder that is a U.S. Person (a “U.S. Holder”), or an IRS Form W-8BEN, IRS Form W-8BEN-E or other appropriate IRS Form W-8, in the case of a Holder that is not a U.S. Person (a “Non-U.S. Holder). For purposes of the enclosed IRS Form W-9, a U.S. Person is a beneficial owner of Existing Notes that is, for U.S. federal income tax purposes, (i) an individual who is a U.S. citizen or U.S. resident alien, (ii) a partnership or corporation created or organized under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons (as defined in the Code) have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

Each U.S. Holder, when completing the enclosed IRS Form W-9, is required to provide the U.S. Holder’s correct taxpayer identification number (“TIN”) (generally the U.S. Holder’s Social Security or Employer Identification Number), along with certain other information, and to certify under penalties of perjury that the U.S. Holder is a U.S. Person, that such TIN is correct (or that such U.S. Holder is awaiting a TIN) and that the U.S. Holder is not subject to backup withholding. Alternatively, a U.S. Holder may be able to prevent backup withholding by providing a basis for exemption from backup withholding. Failure to provide the correct information on the enclosed IRS Form W-9 or an adequate basis for an exemption from the obligation to provide such information may subject the tendering U.S. Holder to a $50 penalty imposed by the IRS and backup withholding on income receive in the Exchange Offer. An IRS Form W-9, along with the accompanying instructions, has been included with this Letter of Transmittal for completion by each U.S. Holder.

Non-U.S. Holders should not complete the enclosed IRS Form W-9. Instead, to avoid backup withholding, each non-U.S. Holder should complete an IRS Form W-8BEN, IRS Form W-8BEN-E or other appropriate type of IRS Form W-8. In the case of non-U.S. Holders for which IRS Form W-8BEN or IRS Form W-8BEN-E is the appropriate form, IRS Form W-8BEN and IRS Form W-8BEN-E require a non-U.S. Holder to provide such non-U.S. Holder’s name and address, along with certain other information, and to certify, under penalties of perjury, that such non-U.S. Holder is not a U.S. Person. Non-U.S. Holders may obtain an IRS Form W-8BEN, IRS

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Form W-8BEN-E or other appropriate IRS Form W-8 and instructions from the Exchange Agent or from the IRS’s website (http://www.irs.gov).

Failure to include a properly completed IRS Form W-9 or IRS Form W-8BEN, IRS Form W-8BEN-E or other appropriate IRS Form W-8 may result in the application of U.S. federal backup withholding.

Backup withholding is not an additional U.S. federal income tax, but instead will be allowed as a credit against such holder’s U.S. federal income tax liability, if any, and may entitle the holder to a refund if the holder timely furnishes the required information to the IRS.

BY USING THE ATOP PROCEDURES TO TENDER EXISTING NOTES, YOU WILL NOT BE REQUIRED TO DELIVER THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT. HOWEVER, UNLESS WAIVED BY THE COMPANY, YOU ARE REQUIRED TO DELIVER THE ELIGIBILITY DOCUMENTATION, AND THE INFORMATION AGENT MUST CONFIRM ITS ADEQUACY, BEFORE YOUR TENDER OF NOTES VIA ATOP WILL BE ACCEPTED. ALTHOUGH YOU WILL NOT SIGN OR RETURN THIS LETTER OF TRANSMITTAL, YOU WILL BE BOUND BY ITS TERMS, AND YOU WILL BE DEEMED TO HAVE MADE THE ACKNOWLEDGMENTS AND THE REPRESENTATIONS AND WARRANTIES IT CONTAINS, JUST AS IF YOU HAD SIGNED IT.

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