Exhibit 10.1
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT, dated
as of December 21, 2005 (the “ Agreement
”), by and between COMPUCREDIT CORPORATION, a Georgia
corporation (“ Seller ”) and ML IBK POSITIONS,
INC., a Delaware corporation (“ Purchaser
”). The Seller and the Purchaser are sometimes
hereinafter referred to collectively as the “ Parties
” and individually as a “ Party
.”
BACKGROUND
:
A.
Seller is the record owner of 1,000
shares of the Class A voting common stock and 250 shares of
non-voting Class B common stock, $0.01 par value per share, of
Liberty Acquisition, Inc., a Georgia corporation (the “
Company ”).
B.
Seller desires to sell 250 shares of
Class B non-voting common stock (the “ Shares
”) of the Company held by Seller, and Purchaser desires to
purchase the Shares from Seller, all in accordance with the terms
and conditions of this Agreement.
C.
Contemporaneously with the execution
of this Agreement, the Parties hereto have entered into a
Shareholders Agreement by and among Purchaser, Seller and the
Company.
NOW, THEREFORE, FOR AND IN
CONSIDERATION of the premises, the mutual promises, covenants and
agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
1.
Purchase and Sale of
Shares . Subject to
the terms and conditions contained herein, Seller hereby sells,
conveys and delivers to Purchaser, and Purchaser hereby purchases
from Seller, all of Seller’s right, title and interest in and
to the Shares.
2.
Purchase Price
.
(a)
The total amount to be paid by
Purchaser for the Shares shall be (i) Two Dollars Fifty Cents
($2.50) (the “ Cash Amount ”), and (ii) in
connection with the proposed acquisition by the Company of all of
the outstanding capital stock of CardWorks, Inc., (the “
CardWorks Acquisition ”), pursuant to the terms of
that certain Stock Purchase Agreement, dated as of
September 25, 2005, by and between CardWorks, L.P., and the
Company (the “ CardWorks Agreement ”),
(A) 20% of the Purchase Price (as defined in the CardWorks
Agreement, or such other amount as agreed to be paid by the Company
and CardWorks, L.P.) (net of the Cash Amount, the “
Purchase Price Payment ”) and (B) 20% of all
transaction costs reasonably incurred by Seller and the Company in
connection with the CardWorks Acquisition (which transaction costs
shall be an aggregate of the transaction costs incurred by Seller
and Purchaser) (the “ Transaction Costs Payment
”), which amounts shall be payable in accordance with
Section 2(b) below.
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(b)
The Cash Amount shall be paid in
cash or by check to Seller upon the execution of this
Agreement. The Purchase Price Payment shall be paid, by wire
transfer at the closing of the CardWorks Acquisition, to the
Company as a capital contribution only if (i) Seller has
contributed 80% of the Purchase Price in connection with the
consummation of the CardWorks Acquisition; and (ii) Purchaser
shall not be deemed to “control” the Company under the
Bank Holding Company Act, the Federal Deposit Insurance Act or the
Utah Code. The Transaction Costs Payment shall be paid in
cash or by check or wire transfer to Seller within five business
days of the delivery by Seller to Purchaser of an itemized
accounting of all transaction costs associated with the CardWorks
Acquisition.
3.
Transfer of Shares
. Contemporaneously with the
execution of this Agreement, Seller shall deliver to the Company
the stock certificate of the Company representing the Shares
endorsed in blank or with an accompanying stock transfer power, and
instruct the Company to issue a certificate in the name of the
Purchaser representing the Shares.
4.
Representations and Warranties of
Seller . Seller
hereby represents and warrants to the Purchaser that as of the date
of this Agreement:
(a)
Seller is a corporation duly
organized, validly existing and in good standing under the laws of
the State of Georgia. The authorized capital stock of the
Company consists of 100,000 shares of Class A voting common
stock, $0.01 par value per share, of which 1,000 shares are issued
and outstanding, and 10,000 shares of Class B non-voting
common stock, $0.01 par value per share, of which 250 shares are
issued and outstanding.
(b)
Seller has the requisite power and
authority to enter into this Agreement and each other certificate,
agreement or instrument to be executed and delivered by it in
connection with the transactions contemplated by this Agreement, to
perform its obligations hereunder and thereunder and to consummate
the transactions contemplated hereby and thereby. The
execution and delivery of this Agreement and each other
certificate, agreement or instrument to be executed and delivered
by it in connection with the transactions contemplated by this
Agreement and the consummation of the transactions contemplated
hereby and thereby have been duly authorized by all necessary
action on the part of Seller.
(c)
This Agreement, and each other
certificate, agreement or instrument to be executed and delivered
by Seller in connection with the transactions contemplated by this
Agreement, including the CardWorks Agreement, has been duly
executed and delivered by Seller and constitutes the legal, valid
and binding obligation of Seller, enforceable in accordance with
its terms.
(d)
The execution, delivery and
performance by Seller of this Agreement, and each other
certificate, agreement or instrument to be executed and delivered
by it in connection with the transactions contemplated by this
Agreement, the consummation of the transactions contemplated hereby
and thereby, and the fulfillment of and compliance with the terms
and conditions hereof and thereof do not and will not, with or
without the passing of time or the giving of notice, or
both:
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(i)
violate or
conflict with any provision of the Articles of Incorporation,
Bylaws or other organizational documents of Seller;
(ii)
breach or
otherwise constitute or give rise to a default under, result in the
loss of any benefit under or permit the accelerat
