Letter Agreement, dated December 18, 2007



 Exhibit 10.1 
 Second Curve Capital, LLC 
 405 Lexington Avenue,
52nd Floor 
 New York, New York 10174

 December 18, 2007 
 CompuCredit
Corporation 
 Five Concourse Parkway, Suite 400 
 Atlanta,
Georgia 30328 
 Gentlemen: 
 This letter
confirms the agreement between parties set forth on Exhibit A hereto (each, a “Seller” and collectively, the “Sellers”) and CompuCredit Corporation (“CompuCredit”), pursuant to which the Sellers have agreed to sell to
CompuCredit an aggregate of 1,000,000 shares (the “Shares”) of CompuCredit common stock at a price of $9.34 per share. 
 The sale
of the Shares shall be consummated by December 20, 2007, through the transfer of the Shares to CompuCredit’s account at Merrill Lynch, no. 706-07M51, or through transfers as otherwise agreed between the parties, and, simultaneously, the
transfer, through a single or several wire transfers, of an aggregate of $9,340,000, to account(s) as instructed by the Seller. 
 Each
Seller severally represents and warrants to CompuCredit that (1) it has the power and authority to sell the Shares to CompuCredit, (2) upon transfer of the Shares to CompuCredit’s Merrill Lynch account, CompuCredit shall have full and
marketable title to the Shares, free and clear of any liens, claims or other encumbrances, (3) the Seller is solvent and will not be rendered insolvent by the sale of the Shares to CompuCredit, (4) the sale of the Shares to CompuCredit
does not require it to obtain the consent of any person or entity (including, without limitation, any court or government agency, regulatory authority or self-regulating organization) or materially violate its organizational documents or any
agreements to which the Seller is a party, and (5) this agreement is enforceable in accordance with its terms against the Seller, except as such enforceability may be limited by: (i) applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors’ rights generally; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 
 CompuCredit represents and warrants to the Sellers that (1) it has the power and authority to purchase the Shares, (2) the purchase of the
Shares does not require it to obtain the consent of any person or entity (including, without limitation, any court or government agency, regulatory authority or self-regulating organization) or materially violate its organizational documents or any
agreements to which CompuCredit is a party, and (3) this agreement is enforceable in accordance with its terms against CompuCredit, except as such enforceability may be limited by: (i) applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors’ rights generally; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 








 December 18, 2007 
 
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 2
 
  

 Each Seller acknowledges that CompuCredit’s management has answered all questions that it has
had of CompuCredit’s management and that it has been provided access to all materials requested by it (collectively, the “Information”). Each Seller further acknowledges that it is fully satisfied with the Information and desires to
sell the Shares. Each Seller further acknowledges that it is a sophisticated investor and has the ability to assess the merits of the sale of the Shares to CompuCredit. 
 Notwithstanding anything to the contrary, to the extent that CompuCredit determines that the stock repurchase is a material transaction, it hereby covenants and agrees to file an 8-K with the U.S. Securities and
Exchange Commission disclosing this transaction within one day following consummation of the transaction. 
 If the foregoing accurately
reflects the agreements that we have reached, please sign a copy of this letter and return it to us. 
  

					
	Second Curve Opportunity Fund, LP
	
	By: Second Curve Management, LLC, its General Partner
		
	By:	 	 /s/ Thomas K. Brown

	Name:	 		 	Thomas K. Brown
	Title:	 		 	Managing Member










 December 18, 2007 
 
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 3
 
  


					
	Second Curve Opportunity Fund II, LP
	
	By: Second Curve Management, LLC, its General Partner
		
	By:	 	 /s/ Thomas K. Brown

	Name:	 		 	Thomas K. Brown
	Title:	 		 	Managing Member
	
	Second Curve Vision Fund, LP
	
	By: Second Curve Management, LLC, its General Partner
		
	By:	 	 /s/ Thomas K. Brown

	Name:	 		 	Thomas K. Brown
	Title:	 		 	Managing Member
	
	Second Curve Opportunity Fund International, Ltd.
		
	By:	 	 /s/ Stephen D. Krug

	Name:	 		 	Stephen D. Krug
	Title:	 		 	Director
	
	Second Curve Vision Fund International, Ltd.
		
	By:	 	 /s/ Stephen D. Krug

	Name:	 		 	Stephen D. Krug
	Title:	 		 	Director


 Agreed to: 
 CompuCredit Corporation 
  

			
	By:	 	 /s/ Richard W. Gilbert

	Name:	 	Richard W. Gilbert
	Title:	 	Vice Chairman









 December 18, 2007 
 
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 EXHIBIT A 
 SELLERS 
  

						
	 Seller
	  	No. of Shares	  	Purchase Price
	 Second Curve Opportunity Fund, LP
	  	561,000	  	$	5,239,740
			
	 Second Curve Opportunity Fund II, LP
	  	12,000	  	$	112,080
			
	 Second Curve Opportunity Fund International, Ltd.
	  	177,000	  	$	1,653,180
			
	 Second Curve Vision Fund, LP
	  	167,000	  	$	1,559,780
			
	 Second Curve Vision Fund International, Ltd.
	  	83,000	  	$	775,220
		  	 	  	 	 
			
	 Total
	  	1,000,000	  	$	9,340,000