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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 November
13, 2008, is entered into among FFD Financial Corporation, an Ohio
corporation
(the "Company") and the persons and entities that are signatories
hereto
(collectively, "Bulldog" and each individually a "Member").
WITNESSETH:
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WHEREAS,
the Members beneficially own an aggregate of 65,833 common
shares, no par value, of the Company (the "Bulldog Shares") and
have offered to
sell the Bulldog Shares to the Company at a price of $12.00 per
share;
WHEREAS,
the Company has accepted the offer of the Members to purchase
the Bulldog Shares from the Members at a price of $12.00 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
Purchase and Sale of the Bulldog Shares
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Section
1.1 Purchase and Sale of Bulldog Shares. 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
$12.00 per
share, for an aggregate purchase price of $789,996.00 for all of
the Bulldog
Shares (the "Purchase Price"). The Members and Company agree that
the sale will
take place through Kern Suslow Securities, Inc. (the "Broker").
After the
Company's receipt of an executed trade confirmation, on the
settlement date the
Company will deliver by wire transfer to the Broker the Purchase
Price in
immediately available U.S. funds, 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 Bulldog and the Members.
Each Member, jointly and severally, hereby represents and warrants
to the
Company as follows:
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(a) Each 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 each 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 any
Member nor
the restrictions, obligations and limitations imposed upon any
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 each Member's name on Schedule
A,
none of
the Members, nor any of their respective "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) Except for pledges arising from the Bulldog Shares being
held
in a
margin account, which pledges will be released in full in
connection
with the
transactions contemplated by this Agreement, each Member owns,
either
beneficially or of record, his or its Bulldog Shares free and
clear of
and any all liens, security interests, judgments, charges,
claims,
options, rights of first refusal or encumbrances whatsoever.
When
sold by
the Members to the Company, the Company will acquire full
right,
title and
interest in and to all of the Bulldog Shares, free and clear of
any and
all liens, pledges, security interests, judgments, charges,
claims,
options, rights of first refusal or encumbrances whatsoever.
(e) None of the Members, nor Bulldog, holds 10% or more of the
outstanding common shares of the Company and neither such Member,
nor
Bulldog,
is an "interested shareholder" as such term is defined in
Chapter
1704 of the Ohio Revised Code.
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ARTICLE III
Covenants
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Section
3.1 Restrictions on Certain Actions. Bulldog 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, joint venture trust, syndicate or other "group" (as
such term
is used in Section 13(d)(3) of the Exchange Act, such term to
have such
meaning throughout this Agreement) or otherwise, directly or
indirectly, (i)
