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EXHIBIT 10
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STOCK PURCHASE AGREEMENT
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THIS STOCK
PURCHASE AGREEMENT (this "Agreement"), dated as of October 18,
2006, is entered into among FFD Financial Corporation, an Ohio
corporation (the
"Company") and the persons and entities that are signatories
hereto
(collectively, the "Ancora Group" and each individually a
"Member").
WITNESSETH:
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WHEREAS,
the Members beneficially own an aggregate of 107,038 common
shares, no par value, of the Company (the "Ancora Shares") and have
offered to
sell the Ancora Shares to the Company at a price of $17.50 per
share;
WHEREAS,
the Company has accepted the offer of the Members to purchase
the Ancora Shares from the Members at a price of $17.50 per
share;
NOW,
THEREFORE, in consideration of the premises and of the mutual
covenants and agreements set forth herein and for other good and
valuable
consideration the receipt of which is hereby acknowledged, the
parties,
intending to be legally bound hereby, agree as follows:
ARTICLE I
Sale of the Ancora Shares
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Section
1.1 Purchase and Sale. Upon the terms and conditions set forth
in
this Agreement, each Member hereby sells to the Company the number
of shares
set forth beside such Member's name on Schedule A, attached hereto
and
incorporated herein by reference, at a price of $17.50 per share,
for an
aggregate purchase price of $1,873,165.00 for all of the Ancora
Shares (the
"Purchase Price"). Concurrently with the execution of this
Agreement, the
Members have initiated an electronic or DWAC transfer of all of the
Ancora
Shares to the Company. Upon confirmation of receipt from the
Company's transfer
agent of the electronic transfer of the Ancora Shares, the Company
will deliver
the Purchase Price to the Members by wire transfer of immediately
available
U.S. funds to a brokerage account specified by Ancora Capital, Inc.
or Ancora
Securities, Inc., information for which has been previously
provided to the
Company, and each of the Members agrees that the Company shall not
be
responsible for the further distribution to such Member of its
share of the
Purchase Price.
ARTICLE II
Representations and Warranties
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Section
2.1 Representations and Warranties of the Ancora Group. Each
Member, severally and not jointly, hereby represents and warrants
to the
Company as follows:
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(a) Such Member has full legal right, power and authority to
enter
into and
perform his or its obligations under this Agreement. This
Agreement
is a valid and binding obligation of such Member, enforceable
against
such Member in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other similar
laws
affecting
creditors' rights generally and to general principles of
equity. As
to each Member that is not an individual, (i) such Member has
full power
and authority to execute and deliver this Agreement and to
consummate
the transactions contemplated hereby, (ii) the execution and
delivery
of this Agreement and the consummation of the transactions
contemplated hereby
have been duly and validly authorized by all
necessary
action on the part of such Member, (iii) such Member is duly
and
validly formed and existing and in good standing under the laws
of
the state
or jurisdiction of its organization, and (iv) if required, is
registered
as an investment adviser under the Investment Advisors Act of
1940 and
under any other applicable federal or state securities laws.
(b) Neither the execution and delivery of this Agreement by
such
Member nor
the restrictions, obligations and limitations imposed upon
such
Member hereunder conflicts with, or constitutes a violation of
or
default
under, any statute, law, regulation, judgment, ruling, order or
decree
applicable to such Member, or any contract, commitment,
agreement,
understanding, arrangement, charter or governing document or
instrument
or
restriction of any kind to which such Member is a party or by
which
such
Member or such Member's assets or property is bound.
(c) Except as set forth opposite such Member's name in Schedule
A,
neither
such Member, nor any of his or its "affiliates" or "associates"
(as such
terms are used in Rule 12b-2 of the Securities Exchange Act of
1934, as
amended (the "Exchange Act"), currently (i) owns, beneficially
or of
record, any common shares of the Company or any securities of
the
Company
convertible into, exchangeable for or exercisable for common
shares of
the Company ("FFD Shares"), or (ii) has any contract,
agreement,
arrangement or understanding under which it intends to or has
the right
to acquire any FFD Shares.
(d) Such Member owns his or its Ancora Shares free and clear of
and
any all
liens, pledges, security interests, judgments, charges, claims,
options,
rights of first refusal or encumbrances whatsoever.
(e) Neither such Member, nor the Ancora Group, holds 10% or more
of
the
outstanding common shares of the Company and neither such Member,
nor
the Ancora
Group, is an "interested shareholder" as such term is defined
in Chapter
1704 of the Ohio Revised Code.
Section
2.2 Representations and Warranties of the Company. The Company
hereby represents and warrants to the Members as follows:
(a) The Company has full legal right, power and authority to
enter
into and
perform its obligations under this Agreement. The execution and
delivery
of this Agreement by the Company and the consummation by the
Company of
the transactions contemplated hereby have been duly authorized
by all
necessary corporate action on behalf of the Company. This
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Agreement
is a valid and binding obligation of the Company enforceable
against
the Company in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other similar
laws
affecting
creditors' rights generally and to general principles of
equity.
(b) Neither the execution and delivery of this Agreement by the
Company
nor the consummation by the Company of the transactions
contemplated hereby conflicts with, or constitutes a violation of
or
default
under, in each case in any material respect, the articles of
incorporation and code of regulations of the Company, any statute,
law,
regulation, order or decree applicable to the Company, or any
contract,
commitment, agreement, arrangement or restriction of any kind to
which
the
Company is a party or by which the Company is bound.
ARTICLE III
Covenants
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Section
3.1 Restrictions on Certain Actions. The Ancora Group and each
Member agrees that, during the period commencing on the date of
this Agreement
and ending on the tenth anniversary thereof (the "Term"), none of
them will,
directly or indirectly or in concert with one or more other persons
or
entities:
(a) Acquire, offer or propose to the Company or any third party
to
acquire,
solicit an offer to sell or agree to acquire by purchase, by
gift, by
joining a partnership, limited partnership, corporation,
limited
liability
company, syndicate or other "group" (as such term is used in
Section
13(d)(3) of the Securities Exchange Act of 1934, as amended
(the
"Exchange
Act"), such term to have such meaning throughout this
Agreement)
or otherwise, directly or indirectly, (i) any assets,
businesses
or properties of the Company or (ii) record or beneficial
ownership
of any FFD Shares;
(b) Participate in the formation or intentionally encourage the
formation
of, join or in any way intentionally participate with, any
"person"
(as such term is used in Section 13(d)(3) of the Exchange Act
and
Section 2(2) of the Securities Act of 1933, as amended (the
"Securities Act"), which owns or seeks to acquire beneficial
ownership of
any FFD
Shares;
(c) Solicit, or participate in any "solicitation" of "proxies"
or
become a
"participant" in any such solicitation (as such te
