**Exhibit 10.5**

 

SHAREHOLDERSAGREEMENT

 

SHAREHOLDERS AGREEMENT,dated as of September 23, 2002 by and between Columbus Bank and Trust Company,a state chartered bank organized under the laws of the State of Georgia(“CB&T”), and CompuCredit Corporation, a Georgia corporation(“CompuCredit”) (CB&T and CompuCredit sometimes hereinafter collectivelyreferred to as the “Shareholders” or individually as a “Shareholder”).

 

PREAMBLE

 

WHEREAS, CompuCredit andCB&T are entering into an Amendment to Affinity Card Agreement, dated as ofSeptember 23, 2002 (the “Amendment”); and

 

WHEREAS, in order tosecure its obligations under the the Affinity Card Agreement, as amended,CompuCredit has pledged 49% of the shares of common stock of each ofCompuCredit Funding Corp. and CompuCredit Funding Corp. II (each, a “Company”and together, the “Companies”) set forth in Schedule A to the Pledge andSecurity Agreement, dated as of September 23, 2002, between CompuCredit andCB&T (the “Pledge and Security Agreement”).

 

NOW, THEREFORE, inconsideration of the mutual covenants and agreements contained herein and othergood and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto agree as follows:

 

ARTICLE I

 

ELECTION OFDIRECTORS

 

## 1.1.                              Election of Directors.  So long as no Event of Default shall haveoccurred and be continuing, CompuCredit shall have the right to exercise allvoting, consensual and other powers of ownership pertaining to the Collateralfor all purposes not inconsistent with the terms of this Agreement and thePledge and Security Agreement.  Duringany period when both (a) an Event of Default has occurred and is continuing,and (b) a Company is not distributing as dividends to holders of its commonstock amounts that CB&T reasonably determines to be appropriate,CompuCredit hereby covenants and agrees to vote all shares of capital stock ofsuch Company presently owned or hereafter acquired by them (whether owned ofrecord or over which any person exercises voting control), at any time at whichstockholders of the Company will have the right to or will vote for or renderconsent in writing regarding the election or removal of directors of theCompany, or an increase or decrease in the number of directors infavor of and in order to elect as directors of such Company such persons asshall be designated by CB&T.

 

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ARTICLE II

 

MISCELLANEOUS

 

2.1.                              Transferof Stock.  CompuCredit agrees not totransfer any of the shares of capital stock of the Companies unless thetransferee (including transferees obtaining such shares in connection with aPermitted Transfer, as hereinafter defined) agrees in writing to be bound bythe terms and conditions of this Agreement and executes a counterpart of thisAgreement, and unless CompuCredit has complied with applicable law inconnection with such transfer.

 

## 2.2.                              Duration of Agreement.  The rights and obligations of each partyunder this Agreement shall terminate upon the termination of the Pledge andSecurity Agreement.

 

## 2.3.                              Severability;Governing Law.  If any provisions ofthis Agreement shall be determined to be illegal or unenforceable by any courtof law, the remaining provisions shall be severable and enforceable inaccordance with their terms.  ThisAgreement shall be governed by, and construed in accordance with, the internallaws of the State of New York.

 

## 2.4.                              Costsof Enforcement.  If any action atlaw or in equity is necessary to enforce or interpret the terms of thisAgreement, the prevailing party shall be entitled to reasonable attorneys’fees, costs and necessary disbursements in addition to any other relief towhich such party may be entitled.

 

## 2.5.                              Binding Effect.  This Agreement shall be binding upon andinure to the benefit of the parties hereto and their respective permittedsuccessors and assignees, legal representatives and heirs.  Nothing in this Agreement, express orimplied, is intended to confer upon any party other than the parties hereto ortheir respective successors and assigns any rights, remedies, obligations, orliabilities under or by reason of this Agreement, except as expressly providedin this Agreement.

 

## 2.6.                              Modification orAmendment.  Neither this Agreementnor any provisions hereof can be modified, amended, changed, discharged orterminated except by an instrument in writing, signed by each of theShareholders.

 

## 2.7.                              Counterparts.  This Agreement may be executed in one ormore counterparts, each of which shall be deemed to be an original, but all ofwhich taken together shall constitute one and the same instrument.

 

## 2.8.                              Notices.  All notices to be given or otherwise made toany party to this Agreement shall be deemed to be sufficient if contained in awritten instrument, delivered by hand in person, or by express overnightcourier service, or by electronic facsimile transmission (with a copy sent byfirst class mail, postage prepaid), or by registered or certified mail, returnreceipt requested, postage prepaid, addressed to such party at the address setforth herein or at such other address as may hereafter be designated in writingby the addressee to the addressor listing all parties.

 

All such notices shall beeffective and deemed duly given when received or when attempted delivery isrefused.

 

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## 2.9.                              Definitions.  Capitalized terms not otherwise definedherein shall have the meaning ascribed thereto in the Pledge and SecurityAgreement.

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## 2.10.                        NoOther Agreements.  Each partyrepresents that he has not granted and is not a party to any proxy, votingtrust or other agreement which is inconsistent with or conflicts with theprovisions of this Agreement, and no party shall grant any proxy or becomeparty to any voting trust or other agreement which is inconsistent with orconflicts with the provisions of this Agreement.

 

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IN WITNESS WHEREOF, theparties hereto have executed this agreement in counterparts as of the datefirst above specified.

 
|   | COMPUCREDIT CORPORATION          |
|--------|----------------------------------|
|   |                             |
|   |                             |
|   | By:                              |   |   |
|   | Name:                            |
|   | Title:                           |
|   |                             |
|   | COLUMBUS BANK AND TRUST  COMPANY |
|   |                             |
|   | By:                              |   |   |
|   | Name:                            |
|   | Title:                           |

 

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