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”).
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.
