JOINDER TO GROUP ADMINISTRATION AGREEMENT
Exhibit 14
JOINDER TO
GROUP ADMINISTRATION AGREEMENT
THIS JOINDER TO GROUP ADMINISTRATION AGREEMENT (this “Joinder”) is made and entered into as of the 10th day of April, 2014, by and between ▇▇▇▇▇▇ & 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 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Irrevocable Trust, a trust formed under the laws of the State of Tennessee (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 25,380 shares of Common Stock, which were acquired by the New Group Shareholder on April 10, 2014 from the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. Irrevocable Trust FBO ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (also a Group Shareholder);
D. The Existing Group Shareholders, acting through the Group Administrator, desire to join the New Group Shareholder to the Agreement, in substitution for the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. Irrevocable Trust FBO ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 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, in substitution for the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. Irrevocable Trust FBO ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 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 | ||
| ▇▇▇▇▇▇ & ASSOCIATES, P.C. | ||
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||
| Its: | President | |
| NEW GROUP SHAREHOLDER | ||
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Irrevocable Trust | ||
| /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||
| By: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| 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 | ||
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
* | ||
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
* | ||
| ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
* | ||
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
* | ||
| ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
* | ||
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
* | ||
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. | ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
* | ||
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
* | ||
| ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
* | ||
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Irrevocable Trust | ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
* | ||
| The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Trust | ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
* | ||
| ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1995 Trust | ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
* | ||
| Alexandra ▇▇▇▇ ▇▇▇▇▇▇▇▇ Irrevocable Trust | ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
* | ||
| First ▇▇▇▇▇▇▇▇ Grandchildren’s Trust FBO ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III | ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
* | ||
A-1
| Group Shareholder |
Address |
Shares of BAMM Common Stock Owned | ||
| First ▇▇▇▇▇▇▇▇ Grandchildren’s Trust FBO ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
* | ||
| First ▇▇▇▇▇▇▇▇ Grandchildren’s Trust FBO ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
* | ||
| Sixth ▇▇▇▇▇▇▇▇ Grandchildren’s Trust FBO Bentley ▇. ▇▇▇▇▇▇▇▇ | ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
* | ||
| Fourth ▇▇▇▇▇▇▇▇ Grandchildren’s Trust FBO ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
* | ||
| Second ▇▇▇▇▇▇▇▇ Grandchildren’s Trust FBO ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
* | ||
| Fifth ▇▇▇▇▇▇▇▇ Grandchildren’s Trust FBO ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
* | ||
| Third ▇▇▇▇▇▇▇▇ Grandchildren’s Trust FBO ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
* | ||
| The ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Family Foundation | ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
* | ||
| The ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Family Foundation | ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
* | ||
| The ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Foundation (formerly The ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Family Foundation) | ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
* | ||
| ▇▇▇▇▇▇▇▇ BAMM Holdings, LLC | ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
* | ||
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
* | ||
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ | ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
* | ||
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 2012 GRAT | ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
* | ||
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 2012 GRAT | ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
* | ||
A-2