LIMITED POWER OF ATTORNEYLimited Power of Attorney • March 23rd, 2010 • Anderson BAMM Holdings LLC • Retail-miscellaneous shopping goods stores
The undersigned owner of record of shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Books-A-Million, Inc. (“BAM”) and party to that certain Group Administration Agreement, dated April 9, 2007, by and among Abroms & Associates, P.C., an Alabama professional corporation, and the Group Shareholders identified therein, hereby constitutes and appoints each of Martin R. Abroms, CPA, Barry Jacobs, CPA and Cornelia Heflin, CPA, signing singly, the undersigned’s true and lawful attorney-in-fact to:
JOINDER TO GROUP ADMINISTRATION AGREEMENTGroup Administration Agreement • March 19th, 2012 • Anderson BAMM Holdings LLC • Retail-miscellaneous shopping goods stores • Alabama
THIS JOINDER TO GROUP ADMINISTRATION AGREEMENT (this “Joinder”) is made and entered into as of the 12th day of March, 2012, by and between Abroms & Associates, P.C., an Alabama professional corporation (the “Group Administrator”), in that capacity and on behalf of the Existing Group Shareholders (as defined below), and the Clyde B. Anderson 2012 GRAT, a grantor retained annuity trust administered in accordance with the laws of the State of Alabama (the “New Group Shareholder”). Capitalized terms used herein but not otherwise defined shall have the meaning set forth in that certain Group Administration Agreement dated as of April 9, 2007, as amended (the “Agreement”).
SECOND AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF ANDERSON BAMM HOLDINGS, LLCLimited Liability Company Agreement • May 3rd, 2012 • Anderson BAMM Holdings LLC • Retail-miscellaneous shopping goods stores
THIS SECOND AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) of ANDERSON BAMM HOLDINGS, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of March 13, 2012, by and among Charles C. Anderson; Joel R. Anderson; Charles C. Anderson, Jr.; Terry C. Anderson; and Clyde B. Anderson (collectively, the “Board of Directors”) to adopt the resolutions and actions set forth below, with the same effect as if they had been duly approved at a special meeting of the Board of Directors as of March 13, 2012:
ANDERSON FAMILY SHAREHOLDER AGREEMENT Books-A-Million, Inc.Anderson Family Shareholder Agreement • July 14th, 2015 • Anderson BAMM Holdings LLC • Retail-miscellaneous shopping goods stores
This Agreement is dated this 1st day of January, 2005, and is made by and among Charles C. Anderson, Joel R. Anderson, Charles C. Anderson, Jr., Terry C. Anderson, Clyde B. Anderson, and Harold M. Anderson (collectively, the “Shareholders” and individually, a “Shareholder”).
August , 2015 FAMILY ACQUISITION HOLDINGS, INC. Birmingham, Alabama 35223Merger Agreement • August 18th, 2015 • Anderson BAMM Holdings LLC • Retail-miscellaneous shopping goods stores • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of July 13, 2015 (as it may be amended from time to time, the “Merger Agreement”), among Family Acquisition Holdings, Inc., a Delaware corporation (“Parent”), Family Merger Sub, Inc., a Delaware corporation (“Sub”), and Books-A-Million, Inc., a Delaware corporation (the “Company”), pursuant to which Sub will be merged with and into the Company (the “Merger”), with the Company being the surviving entity of such Merger and a wholly-owned subsidiary of Parent. This letter agreement (this “Agreement”) sets forth the commitment of the undersigned (the “Management Rollover Investor”), subject to the terms and conditions contained herein, to transfer, contribute and deliver the number of shares of Company Common Stock (“Common Stock”) and/or shares of restricted stock subject to Restricted Stock Awards described in Section 1 below (“Restricted Stock”) to Parent in exchange for the equity of Parent described in Section 1 below. Ca
THIRD AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF ANDERSON BAMM HOLDINGS, LLCLimited Liability Company Agreement • July 20th, 2012 • Anderson BAMM Holdings LLC • Retail-miscellaneous shopping goods stores
THIS THIRD AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) of ANDERSON BAMM HOLDINGS, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of July 16, 2012, by and among Charles C. Anderson; Joel R. Anderson; Charles C. Anderson, Jr.; Terry C. Anderson; and Clyde B. Anderson (collectively, the “Board of Directors”) to adopt the resolutions and actions set forth below, with the same effect as if they had been duly approved at a special meeting of the Board of Directors as of July 16, 2012:
JOINDER TO GROUP ADMINISTRATION AGREEMENTGroup Administration Agreement • May 3rd, 2012 • Anderson BAMM Holdings LLC • Retail-miscellaneous shopping goods stores • Alabama
THIS JOINDER TO GROUP ADMINISTRATION AGREEMENT (this “Joinder”) is made and entered into as of the 27th day of April, 2012, by and between Abroms & Associates, P.C., an Alabama professional corporation (the “Group Administrator”), in that capacity and on behalf of the Existing Group Shareholders (as defined below), and the Charles C. Anderson 2012 GRAT, a grantor retained annuity trust administered in accordance with the laws of the State of Alabama (the “New Group Shareholder”). Capitalized terms used herein but not otherwise defined shall have the meaning set forth in that certain Group Administration Agreement dated as of April 9, 2007, as amended (the “Agreement”).
SECOND AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF ANDERSON BAMM HOLDINGS, LLCLimited Liability Company Agreement • March 19th, 2012 • Anderson BAMM Holdings LLC • Retail-miscellaneous shopping goods stores
THIS SECOND AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) of ANDERSON BAMM HOLDINGS, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of March 13, 2012, by and among Charles C. Anderson; Joel R. Anderson; Charles C. Anderson, Jr.; Terry C. Anderson; and Clyde B. Anderson (collectively, the “Board of Directors”) to adopt the resolutions and actions set forth below, with the same effect as if they had been duly approved at a special meeting of the Board of Directors as of March 13, 2012:
July 13, 2015 FAMILY ACQUISITION HOLDINGS, INC. Birmingham, Alabama 35223Anderson BAMM Holdings LLC • July 14th, 2015 • Retail-miscellaneous shopping goods stores • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), among Family Acquisition Holdings, Inc., a Delaware corporation (“Parent”), Family Merger Sub, Inc., a Delaware corporation (“Sub”) and Books-A-Million, Inc., a Delaware corporation (the “Company”), pursuant to which Sub will be merged with and into the Company (the “Merger”), with the Company being the surviving entity of such Merger and a wholly-owned subsidiary of Parent. This letter agreement (this “Agreement”) sets forth the commitment of the undersigned (the “Rollover Investors”), subject to the terms and conditions contained herein, to transfer, contribute and deliver the number of shares of Company Common Stock described in Section 1 below to Parent in exchange for the equity of Parent described in Section 1 below. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.
