JOINDER TO GROUP ADMINISTRATION AGREEMENT
Exhibit 11
JOINDER TO
GROUP ADMINISTRATION AGREEMENT
THIS JOINDER TO GROUP ADMINISTRATION AGREEMENT (this “Joinder”) is made and entered into as of the 27th day of April, 2012, by and between Xxxxxx & 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 Xxxxxxx X. Xxxxxxxx 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”).
Recitals
A. The Group Shareholders who are currently parties to the Agreement (the “Existing Group Shareholders”) own of record shares of Common Stock, par value $0.01 per share, of Books-A-Million, Inc. (the “Common Stock”);
B. The Group Administrator and the Existing Group Shareholders are parties to the Agreement, whereby the Existing Group Shareholders, desiring to provide for the orderly purchase and disposition of, and various other matters related to, the Common Stock, have appointed the Group Administrator to administer certain transactions and other matters related to the Common Stock that involve the Existing Group Shareholders;
C. The New Group Shareholder presently holds 2,081,076 shares of Common Stock;
D. The Existing Group Shareholders, acting through the Group Administrator, desire to join the New Group Shareholder to the Agreement, subject to the New Group Shareholder agreeing to be bound to the terms of the Agreement; and
E. The New Group Shareholder hereby agrees to be bound by the Agreement, subject to the following terms and conditions.
Agreement
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Joinder hereby agree as follows:
1. Agreement to be Bound. The New Group Shareholder hereby agrees that, upon the execution of this Joinder, the New Group Shareholder shall become a party to the Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement as though an original party thereto and shall be deemed a Group Shareholder for all purposes thereof.
2. Amendment to Appendix A. Appendix A attached to the Agreement shall be amended to reflect the joinder of the New Group Shareholder to the Agreement and the number of shares of Common Stock currently owned by the New Group Shareholder and shall be replaced with the amended Appendix A attached hereto as Exhibit A.
3. Successors and Assigns. Except as otherwise provided herein, this Joinder shall bind and inure to the benefit of and be enforceable by (a) the Group Administrator and its permitted successors and assigns, (b) the Existing Group Shareholders and any permitted successors and assigns of the Existing Group Shareholders and (c) the New Group Shareholder and any permitted successors and assigns of the New Group Shareholder.
4. Counterparts. This Joinder may be executed in separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.
5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to principles of conflicts of law.
6. Descriptive Headings. The descriptive headings of this Joinder are inserted for convenience only and do not constitute a part of this Joinder.
IN WITNESS WHEREOF, the parties hereto have executed this Joinder as of the date first above written.
| GROUP ADMINISTRATOR | ||
| XXXXXX & ASSOCIATES, P.C. | ||
| By: | /s/ Xxxxxx X. Xxxxxx | |
| Xxxxxx X. Xxxxxx | ||
| Its: | President | |
| NEW GROUP SHAREHOLDER | ||
| Xxxxxxx X. Xxxxxxxx 2012 GRAT | ||
| /s/ Xxxxx X. Xxxxxxxx | ||
| By: Xxxxx X. Xxxxxxxx | ||
| Its: Trustee | ||
2
Exhibit A
Amended Appendix A to Group Administration Agreement
APPENDIX A
* Current shares of BAMM Common Stock owned by each Group Shareholder are as reflected from time to time in the ownership reports filed by the Group Shareholders with the Securities and Exchange Commission (the “SEC”) pursuant to Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Schedule 13D filed by the Group Shareholders with the SEC pursuant to Rule 13d-1(k)(1) of the Exchange Act, as may be amended from time to time.
| Group Shareholder |
Address |
Shares of BAMM Common Stock Owned | ||
| Xxxxxxx X. Xxxxxxxx | 000 Xxxxx Xxxxx Xxxxxx Xxxxxxxx, XX 00000 |
* | ||
| Xxxxx X. Xxxxxxxx | 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
* | ||
| Xxxx X. Xxxxxxxx | 000 Xxxxx Xxxxx Xxxxxx Xxxxxxxx, XX 00000 |
* | ||
| Xxxxx X. Xxxxxxxx | 000 Xxxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000 |
* | ||
| Xxxxxxxx X. Xxxxxxxx | 0000 Xxxxxx Xxxxx Xxxxxxxx, XX 00000 |
* | ||
| Xxxxxx X. Xxxxxxxx | 0000 Xxxxxxxxx Xxxx, Xxxxx X Xxxxxxx, XX 00000 |
* | ||
| Xxxxxxx X. Xxxxxxxx, Xx. | 000 Xxxxxxxxx Xxxx Xxxxxx Xxx Xxxxx 000 Xxxxxxxxx, XX 00000 |
* | ||
| Xxxxxxx X. Xxxxxxxx, III | 5/F Xxxxxx Xxxxxxxx Tower 000-000 Xxxxxxxx Xxxx Xxxxxxxx Xxx, Xxxx Xxxx |
* | ||
| Xxxxxx Xxxxxxxx Xxxxx | 000 Xxxxxxxxx Xxxx Xxxxxx Xxx Xxxxx 000 Xxxxxxxxx, XX 00000 |
* | ||
| Irrevocable Trust of Xxxxxxx X. Xxxxxxxx, Xx. FBO Xxxxxx X. Xxxxxxxx |
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
* | ||
| The Xxxxxx Xxxxxxxx Trust | 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
* | ||
| Xxxxxx X. Xxxxxxxx 1995 Trust | 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
* | ||
| Xxxxxxxxx X. Xxxxxxxx Irrevocable Trust | 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
* | ||
| First Xxxxxxxx Grandchildren Trust FBO Xxxxxxx X. Xxxxxxxx, III |
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
* | ||
A-1
| Group Shareholder |
Address |
Shares of BAMM Common Stock Owned | ||
| First Xxxxxxxx Grandchildren Trust FBO Xxxxx Xxxxxxxx |
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
* | ||
| First Xxxxxxxx Grandchildren Trust FBO Xxxxxx Xxxxxxxx |
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
* | ||
| Sixth Xxxxxxxx Grandchildren Trust FBO Bentley X. Xxxxxxxx |
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
* | ||
| Fourth Xxxxxxxx Grandchildren Trust FBO Xxxxxx X. Xxxxxxxx |
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
* | ||
| Second Xxxxxxxx Grandchildren Trust FBO Xxxxxxxxx Xxxxxxxx |
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
* | ||
| Fifth Xxxxxxxx Grandchildren Trust FBO Xxxxxx X. Xxxxxxxx |
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
* | ||
| Third Xxxxxxxx Grandchildren Trust FBO Xxxxxx X. Xxxxxxxx |
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
* | ||
| The Xxxxxxx X. Xxxxxxxx Family Foundation |
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
* | ||
| The Xxxx X. Xxxxxxxx Family Foundation | 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
* | ||
| The Xxxxx and Xxxxxx Xxxxxxxx Foundation (formerly The Xxxxx X. Xxxxxxxx Family Foundation) |
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
* | ||
| Xxxxxxxx BAMM Holdings, LLC | 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
* | ||
| Xxxxxxx X. Xxxxxxxx | 0000 Xxxxxxxxx Xxxx, Xxxxx X Xxxxxxx, XX 00000 |
* | ||
| Xxxxx X. Xxxxxxxx 0000 XXXX | 000 Xxxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000 |
* | ||
| Xxxxx X. Xxxxxxxx 2012 GRAT | 000 Xxxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000 |
* | ||
| Xxxxxxx X. Xxxxxxxx 2012 GRAT | 000 Xxxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000 |
* | ||
A-2
