Exhibit 10.2


 


SHAREHOLDERS AGREEMENT


 


THIS SHAREHOLDERS AGREEMENT (the “Agreement”) is entered into to be effective as of December 21,
2005 (the “Effective Date”), by and among COMPUCREDIT CORPORATION,
a Georgia corporation (collectively with any Affiliates that acquire Shares
pursuant to an Affiliate Transfer or any permitted successors and assigns, “CCRT”),
ML IBK POSITIONS, INC., a Delaware corporation (collectively with
any Affiliates that acquire Shares pursuant to an Affiliate Transfer or any
permitted successors and assigns, “Merrill Lynch”) and LIBERTY
ACQUISITION, INC., a Georgia corporation (the “Corporation”).  CCRT, Merrill Lynch and each holder of Shares
who may become a party hereto and execute a joinder to this Agreement are
sometimes hereinafter referred to collectively as the “Shareholders” and
individually as a “Shareholder.”  The
Shareholders and the Corporation are sometimes hereinafter referred to
collectively as the “Parties” and individually as a “Party.”


 


BACKGROUND:


 


A.                                   As
of the date hereof CCRT owns all of the issued and outstanding shares (the “Voting
Shares”) of the Class A voting common stock, $0.01 par value per share
(the “Voting Common Stock”), and Merrill Lynch owns all of the issued and
outstanding shares (the “Non-Voting Shares,” and together with the Voting
Shares, the “Shares”) of the Class B non-voting common stock, $0.01 par
value per share (the “Non-Voting Common Stock,” and together with the Voting
Common Stock, the “Common Stock”), of the Corporation in the following amounts:


 


	
  CCRT

  	
   

  	
  1000
  Class A Voting Shares (80% of the outstanding Shares)

  
	
  Merrill
  Lynch

  	
   

  	
  250
  Class B Non-Voting Shares (20% of the outstanding Shares)

  



 


B.                                     The
Parties believe that it is in their best interests to make provisions for the
future disposition of the Common Stock of the Corporation and to make certain
other agreements.


 


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 covenant and agree as follows:


 


1.                                       Definitions.  For purposes of this Agreement, the terms set
forth below shall be defined as follows:


 


“Affected Shares” shall have the meaning set forth in Section 3.1.


 


“Affiliate” shall mean (a) any
Person directly or indirectly owning, controlling or holding with power to vote
more than 20% of the outstanding voting securities of, or interests in, such


 


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other Person; (b) any
Person more than 20% of whose outstanding voting securities or interests are
directly or indirectly owned, controlled or held with power to vote by such
other Person; (c) any Person directly or indirectly controlling,
controlled by or under common control with such other Person; (d) any
officer, director, partner or member of such other Person; and (e) if such
other Person is an officer, director, partner or member, any company for which
such Person acts in any such capacity. 
As used in this definition, the term “control” means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through ownership
of voting securities, by contract or otherwise.


 


“Affiliate Transfer”
shall have the meaning set forth in Section 2.1.


 


“Anniversary Period” shall have the meaning set forth in the
definition of Optional Conversion Date.


 


“Buy-Sell Notice” shall have the meaning set forth in Section 5.1.


 


“Buy-Sell Right” shall have the meaning set forth in Section 5.1.


 


“CardWorks” shall have
the meaning set forth in Section 9.1(b).


 


“CardWorks Acquisition”
shall have the meaning set forth in Section 9.1(b).


 


“CardWorks Agreement”
shall have the meaning set forth in Section 9.1(b).


 


“CCRT Common Stock” shall
mean the common stock, no par value, of CompuCredit Corporation existing on the
date of this Agreement or any other shares of capital stock or interests of CompuCredit
Corporation into which such common stock shall be reclassified or changed,
including in the event of a merger, consolidation or other similar transaction
involving CompuCredit Corporation in which CompuCredit Corporation is not the
surviving Person, the common stock of such surviving corporation.


 


“CCRT Conversion Shares”
shall mean an amount equal to the quotient of (a) the ML Outstanding
Principal Investment; and (b) the Conversion Price.


 


“Change of Control of
CCRT” shall mean:


 


(a)                                  the direct or indirect disposition of
substantially all the assets of CompuCredit Corporation (whether by sale, lease, transfer,
conveyance or other disposition), in one or a series of related transactions to
any person (as such term is used in Section 13(d)(3) of the Exchange
Act) (excluding, for the avoidance of doubt, portfolio sales to the extent such
sales would be customary for a business comparable to CompuCredit
Corporation);


 


(b)                                 the consummation of any transaction or series
of related transactions (including any merger or consolidation) resulting in
any Person (other than Key CCRT


 


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Stockholders
and their Affiliates) becoming the beneficial owner (as determined in
accordance with Rules 13d-3 and 13d-5 under the Exchange Act, except that
a Person will be deemed to have beneficial ownership of all shares that such
Person has the right to acquire, whether such right is exercisable immediately
or only after passage of time) of more than 50% of the voting stock of CompuCredit
Corporation; provided, however,
that no Change of Control shall be deemed to have occurred pursuant to this
clause (b) if the Key CCRT Stockholders and entities controlled by them
hold, in aggregate for all such individuals and their controlled entities,
beneficial ownership of the voting stock of CompuCredit Corporation in a percentage greater than the percentage
of such Person’s beneficial ownership of the voting stock of CompuCredit
Corporation; and


 


(c)                                  the first day on which the majority of the
directors of CompuCredit Corporation are not Continuing Directors.


 


“Common Stock” shall have
the meaning set forth in the Background to this Agreement.


 


“Continuing
Directors” shall mean individuals who constituted the Board of Directors of CompuCredit
Corporation as of the date of this Agreement (the “Incumbent Directors”); provided
that any individual becoming a director during any year shall be considered to
be an Incumbent Director if such individual’s election, appointment or
nomination was recommended or approved by at least two-thirds of the other
Incumbent Directors continuing in office following such election, appointment
or nomination present, in person or by telephone, at any meeting of the Board
of Directors of CompuCredit Corporation, after the giving of a sufficient
notice to each Incumbent Director so as to provide a reasonable opportunity for
such Incumbent Directors to be present at such meeting.


 


“Conversion
Price,” as of any date, shall mean $1,000 divided by the Conversion Rate as of
such date.


 


“Conversion Rate,” as of
any date, shall mean (a) with respect to a Time Conversion, initially
20.0000 shares of CCRT Common Stock; (b) with respect to a Dimunition
Action Conversion, initially, 23.3754 shares of CCRT Common Stock; or (c) with
respect to a Material Action Conversion, the quotient of (i) $1,000 over (ii) the
volume weighted average closing price for CCRT Common Stock for the 30-trading
days immediately prior to the Optional Conversion Date.  The Conversion Rate shall be subject to
standard weighted average anti-dilution adjustments as set forth in Section 6.5
hereof; provided, however, that with respect to a Material Action Conversion, the standard weighted
average anti-dilution adjustments shall only be for the 30-trading day period
immediately prior to the Optional Conversion Date.


 


“Corporation Offered
Securities” shall have the meaning set forth in Section 10.1.


 


“CSSI Note” shall have
the meaning set forth in Section 9.2.


 


“Dimunition Action” shall
mean any action that CardWorks or any of its Affiliates takes or permits that
causes, directly or indirectly, (a) the transfer of CardWorks’ or any of
its


 


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subsidiaries’ businesses
in any material respect or (b) results in the transfer of all or
substantially all of CardWorks’ or any of its subsidiaries’ assets, in
each case, to CompuCredit Corporation or any of CompuCredit Corporation’s non-CardWorks
Affiliates in a transaction other than on an arm’s-length basis.


 


“Dimunition Action
Conversion” shall mean a conversion pursuant to paragraph (c) of the
definition of “Optional Conversion Date”.


 


“Dimunition Action Period”
shall have the meaning
set forth in the definition of Optional Conversion Date.


 


“Dividend Reduction
Amount” shall mean (a) for a Time Conversion or Dimunition Action
Conversion, an amount equal to the aggregate amount of distributions made by
the Corporation to Merrill Lynch from the date Merrill Lynch first acquires its
Shares until the Optional Conversion Date; and (b) for a Material Action
Conversion, zero.


 


“Fair Market Value” shall
have the meaning set forth in Section 7.1.


 


“FMV of ML Shares” shall
have the meaning set forth in Section 5.1.


 


“Fundamental Transaction”
means any (i) reorganization or reclassification of the Corporation’s
Shares, share exchange, merger or consolidation of the Corporation into or with
another Person, that would result in the transfer of 50% or more of the
outstanding voting power of the Corporation or in which the Shareholders
immediately prior to such transaction would own, directly or indirectly, as a
result of such transaction, less than 50% of the voting securities of the
successor entity or surviving company immediately thereafter or (ii) sale,
transfer or other disposition of all or substantially all of the Corporation’s
property, assets or business to a non-Affiliate.


 


“Initial Term” shall have the meaning set forth in Section 11.1.


 


“Key
CCRT Stockholders” shall mean David G. Hanna, Frank J. Hanna III, Richard W. Gilbert and Richard R.
House.


 


“Management Issuance”
means any issuance by the Corporation of any shares of Common Stock, or any rights, options or warrants directly
or indirectly to purchase shares of Common Stock, pursuant to any
employee benefit plan of the Corporation or its subsidiaries, or pursuant to
any employment agreement or arrangement between the Corporation (or its
subsidiaries) and any employee thereof, approved by the Board of Directors of
the Corporation, which issuances, if any, in the aggregate shall not exceed
five percent (5%) of the outstanding shares of Common Stock on a fully diluted
basis.


 


“Material Action” shall mean any of the following
actions taken by the Corporation, or, with respect to clause (e) below,
the Corporation or the applicable regulatory body: (a) the liquidation,
dissolution, winding-up of the Corporation’s business or otherwise terminating
the


 


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Corporation’s existence
other than pursuant to a Fundamental Transaction, (b) the issuance,
agreement to issue or granting of an option to acquire any security of the
Corporation (including any securities that are convertible into or exchangeable
for other securities or interests of the Corporation) that rank senior to the
Common Stock (other than any CSSI Note); (c) the redemption, purchase,
acquisition or making of a liquidation payment with respect to any of the
Corporation’s capital stock other than on a pro rata basis based on each
Shareholder’s Share Ownership Percentage; (d) the carrying on of any
business other than that of holding the capital stock of CardWorks or any
successor entity thereto
or (e) the taking of any action by the Corporation that would cause
Merrill Lynch to be deemed to “control” the Corporation under the Bank Holding
Company Act, the Federal Deposit Insurance Act or the Utah Code, or any
determination by a regulatory body that Merrill Lynch has such “control” of the
Corporation (such action or determination, a “Regulatory Event”).


 


“Material Action
Conversion” shall mean a conversion pursuant to paragraph (b) of the
definition of “Optional Conversion Date”.


 


“Material Action Period” shall have the meaning set forth in the
definition of Optional Conversion Date.


 


“ML Original Investment”
shall mean an amount
equal to 20% of the Purchase Price (as such term is defined in the CardWorks
Acquisition Agreement, or such other amount as agreed to be paid by Corporation).


 


“ML Outstanding Principal
Investment” shall mean an amount equal to the positive difference, if any,
between (i) (a) for a Time Conversion or Dimunition Action Conversion,
an amount equal to the ML Original Investment, or (b) for a Material
Action Conversion, the FMV of ML Shares immediately prior to the Optional
Conversion Date; and (ii) the Dividend Reduction Amount at the Optional
Conversion Date.


 


“Non-Voting Common Stock”
shall have the meaning set forth in the Background to this Agreement.


 


“Non-Voting Shares” shall
have the meaning set forth in the Background to this Agreement.


 


“Nonoffering Shareholder”
shall have the meaning
set forth in Section 3.1.


 


“Objecting Shareholder”
shall have the meaning set forth in Section 7.1.


 


“Offering Shareholder” shall have the meaning set forth in Section 3.1.


 


“Offer
Notice” shall have the meaning set forth in Section 3.1.


 


“Optional Conversion Date”
shall mean any date on which Merrill Lynch exercises its right to convert its
Shares into CCRT Common Stock or cash, as applicable (a) that is during
the


 


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period commencing on the
Three Year Anniversary and ending on the date that is three years after the
Three Year Anniversary (the “Anniversary Period”); (b) that is within 60
days following Merrill Lynch having actual knowledge (by delivery of notice by the
Corporation or otherwise) that a Material Action has occurred (a “Material Action
Period”); or (c) that is within 60 days following Merrill Lynch having
actual knowledge (by delivery of notice by CompuCredit Corporation or
otherwise) that a Dimunition Action has occurred (a “Dimunition Action Period”).


 


“Organizational Documents”
shall mean the Articles of Incorporation and Bylaws of the Corporation, and
this Agreement, as each shall be amended from time to time.


 


“Person” shall mean an
individual, limited liability company, partnership, corporation, trust,
unincorporated association, joint stock company or other entity or association.


 


“Preemptive Rights Notice”
shall have the meaning
set forth in Section 10.2.


 


“Regulatory
Event” shall have the meaning set forth in the definition of Material Action.


 


“Right of First Refusal”
shall have the meaning set forth in Section 3.2.


 


“Share Ownership
Percentage” shall mean the quotient
obtained by dividing the total number of Shares held by a Shareholder by the
total number of Shares then outstanding.


 


“Shares”
shall have the meaning set forth in the Background to the Agreement.


 


“Share
Transfer” shall have the meaning set forth in Section 2.1.


 


“Stock
Purchase Agreement” shall mean the Stock Purchase Agreement, dated as of the
date hereof, between CompuCredit Corporation and ML IBK Positions, Inc.


 


“Tag-Along
Right” shall have the meaning set forth in Section 3.2.


 


“Three-month
LIBOR” means the London interbank offered rate (expressed as percentage per
annum) for U.S. dollar deposits of an amount equal to or comparable to the
principal amount of the CSSI Note having a three-month maturity that appears on
Telerate Page 3750 as of 11:00 a.m. (London time) on the date of
determination.  As used herein, “Telerate
Page 3750” means the display designated as “Page 3750” on the
Moneyline Telerate Service or such other page as may replace Page 3750
on that service or such other service or services as may be nominated by the
British Bankers’ Association as the information vendor for purposes of
displaying London interbank offered rates for U.S. dollar deposits.


 


“Three Year Anniversary”
shall mean the date that is three years after the closing date of the CardWorks
Acquisition.


 


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“Time Conversion” shall
mean a conversion pursuant to paragraph (a) of the definition of “Optional
Conversion Date”.


 


“Transfer
Notice” shall have the meaning set forth in Section 7.1.


 


“Valuation
Period” shall have the meaning set forth in Section 7.2.


 


“Voting Common Stock”
shall have the meaning set forth in the Background to this Agreement.


 


“Voting Shares” shall
have the meaning set forth in the Background to this Agreement.


 


2.                                       Share Transfer Restrictions.


 


2.1                                 No Shareholder shall, directly or indirectly,
sell, assign, transfer, convey (by gift, testamentary disposition, the laws of
intestate succession or otherwise), pledge, hypothecate, encumber or otherwise
dispose of any or all of its Shares (each a “Share Transfer”), whether directly
or indirectly, without first complying with the terms of this Agreement; provided, however, that no Shareholder will
be restricted from (a) selling or otherwise transferring any of its Shares
to any of its Affiliates (an “Affiliate Transfer”) or (b) pledging,
mortgaging or otherwise encumbering all or any part of its rights with respect
to its Shares as security for borrowed funds or other obligations incurred by
such Shareholder.  Any Share Transfer or
attempted Share Transfer not in accordance herewith shall be null and void and
of no force or effect.


 


2.2                                 The holder of the Shares pursuant to any
Affiliate Transfer or other permitted Share Transfer, or any holder of any shares of Common Stock issued by the Corporation
subsequent to the date of this Agreement, including any Person who becomes a Shareholder
as a result of a Management Issuance, shall become a Party hereto and shall be
subject to the provisions of this Agreement. 
Any additional shares of Common Stock issued by the Corporation shall
constitute “Shares” hereunder and the certificates representing any such Shares
shall bear the legend required by Section 8 hereof.


 


3.                                       Right of First Refusal.


 


3.1                                 In
the event any Shareholder (an “Offering Shareholder”) desires to make a Share
Transfer (the Shares subject to such Share Transfer hereinafter referred to as
the “Affected Shares”) to a non-Affiliate, the Offering Shareholder must first
deliver written notice thereof (an “Offer Notice”) to the Corporation and the
other Shareholders (referred to as the “Nonoffering Shareholders”).  The Offer Notice must:


 


(a)                                  state
the price, measured in dollars and payable solely in cash or immediately
available funds, for which the Offering Shareholder is willing to sell, and the
third party is willing to buy, the Affected Shares, the number of Affected
Shares to be transferred and all other material economic terms of the proposed
Share Transfer; and


 


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(b)                                 include
by attachment all documents and such other information as may be material to
the Nonoffering Shareholders, including such document or information as provided
by or to be provided by the Offering Shareholder to the Person to whom the
Offering Shareholder is considering selling its Affected Shares.


 


3.2                                 (a)                                  The
Nonoffering Shareholders may elect: (i) to purchase the portion of such
Offering Shareholder’s Affected Shares set forth in Section 3.2(b) (the
“Right of First Refusal”) at a price equal to the product of (A) the Fair
Market Value of all outstanding Shares, and (B) the quotient obtained by
dividing the Affected Shares being purchased by such Nonoffering Shareholder by
the total number of outstanding Shares; or (ii) to require such Offering Shareholder to permit the Nonoffering
Shareholders to participate in such Share Transfer (the “Tag-Along Right”) pro
rata with the Offering Shareholder based on each Shareholder’s respective Share
Ownership Percentage at the time of the applicable Offer Notice at an aggregate
price equal to the product of (A) the Fair Market Value of all outstanding
Shares and (B) the percentage of outstanding Shares being transferred
pursuant to the Share Transfer.  If
Merrill Lynch exercises its Tag-Along Right with respect to a Share Transfer
initiated by CCRT, the purchaser of any Non-Voting Shares from Merrill Lynch
shall have the right to exchange, and the Corporation hereby agrees to
exchange, its Non-Voting Shares into Voting Shares.


 


(b)                                 With
respect to the exercise of any Right of First Refusal, the number of Shares
each Shareholder shall be entitled to purchase shall be as follows: (i) if
the Offering Shareholder is Merrill Lynch, then CCRT shall have the right to
acquire one hundred percent (100%) of the Affected Shares, and no other
Shareholder shall have a Right of First Refusal with respect to such Affected
Shares; (ii) if the Offering Shareholder is CCRT, then Merrill Lynch shall
have the right to acquire one hundred percent (100%) of the Affected Shares,
and no other Shareholder shall have a Right of First Refusal with respect to
such Affected Shares; and (iii) if the Offering Shareholder is any Person
other than CCRT or Merrill Lynch, then CCRT and Merrill Lynch shall have the
right to acquire the Affected Shares on a pro rata basis as between CCRT and
Merrill Lynch.  In the event either CCRT
or Merrill Lynch does not purchase its entire pro rata share of the Affect Shares
pursuant to clause (iii) above, then, if the other party has purchased its
full pro rata share, it may elect to purchase any remaining Affected Shares.


 


(c)                                  Each
Nonoffering Shareholder shall notify the Offering Shareholder of such
Nonoffering Shareholder’s election to exercise its Right of First Refusal or
its Tag-Along Right by delivering written notice of such election to the
Offering Shareholder as soon as practicable but in any event within 10 business
days after delivery of the Offer Notice. 
All transfers pursuant to this Section 3.2 shall be made on the
terms specified in the Offer Notice; provided, however, that the
price shall be determined in accordance with Section 3.2(a).


 


3.3                                 If the Nonoffering Shareholders have elected
to purchase the Affected Shares from the Offering Shareholder, the transfer of
such Affected Shares shall be consummated as soon as practicable after the
delivery of the election notices provided in Section 3.2, but in any event
within 60 days after the delivery of the Offer Notice.  All sales made pursuant to 


 


8





















 


Section 3.2(a)(ii) shall
be made simultaneously with the transfer by the Offering Shareholder.


 


3.4                                 After expiration of the 10-business-day
period referred to in Section 3.2, the rights afforded to the Nonoffering
Shareholders shall terminate and the Offering Shareholder shall have the right
for a period of 60 days to effect the Share Transfer on the terms and
conditions stated in the Offer Notice.


 


3.5                                 Notwithstanding anything set forth herein to
the contrary, without CCRT’s consent Merrill Lynch shall not participate in a
Share Transfer to a Person other than CCRT to the extent (a) it would
cause such third party to be deemed to “control” Merrick Bank Corporation, a subsidiary
of the Corporation, under the Bank Holding Company Act, the Federal Deposit
Insurance Act or the Utah Code, and (b) such Person is subject to the
provisions of the Bank Holding Company Act, the Federal Deposit Insurance Act
or the Utah Code, as applicable.


 


4.                                       Drag-Along Rights.


 


4.1                                 To
the extent the Corporation’s Board of Directors approves a Fundamental
Transaction, the Corporation shall have the right to require all other
Shareholders to consent to the Fundamental Transaction, including, without
limitation, (i) becoming a party to any and all agreements to which CCRT
becomes a party, including agreements providing for indemnification to which
CCRT is subject; provided that (A) in no event shall a Shareholder
be required to provide indemnification in an amount greater than such
Shareholder’s pro rata share (based upon the Share Ownership Percentage of such
Shareholder) of the total indemnification being provided by all Shareholders
and (B) Merrill Lynch shall receive copies of such agreements and shall
have the opportunity to review and negotiate in good faith such agreements; provided,
however, that CCRT’s failure to provide Merrill Lynch with such
agreements or to provide Merrill Lynch with the opportunity to review and
negotiate in good faith such agreements shall not relieve Merrill Lynch of its
obligations set forth in clauses (ii) through (iv) below and Section 4.3;
provided, further, that CCRT shall control and have final
determination with respect to such negotiations, which right shall not relieve
Merrill Lynch of its obligations set forth in this clause (i); (ii) voting
all Shares held by such Shareholder or any of its Affiliates in favor of the
Fundamental Transaction; (iii) delivering all Shares held by such
Shareholder or any of its Affiliates; and (iv) if the proposed Fundamental
Transaction is a sale of less than all of the Shares, subject to Section 4.3
below, selling the same percentage of such Shareholder’s Shares as sold by
CCRT; provided that any sale of Shares pursuant to this Section 4.1
shall be made at Fair Market Value; provided, further, that if
Merrill Lynch sells its Non-Voting Shares to another Person pursuant to clause (iv) above,
such Person shall have the right to exchange, and the Corporation hereby agrees
to exchange, such Non-Voting Shares into Voting Shares.


 


4.2                                 The
Corporation or CCRT, as applicable, shall give written notice to the other
Shareholders of a proposed Fundamental Transaction, which notice shall be given
as early as reasonably practicable but in no event less than 30 days prior to
such Fundamental Transaction.  Any notice
provided pursuant to this Section 4.2 by the Corporation or CCRT to the
other Shareholders shall contain the information required to be included in an
Offer Notice.


 


9





















 


4.3                                 Each
of the Shareholders will bear their pro rata share (based upon the number of
Shares sold) of the reasonable costs and expenses of any Fundamental
Transaction pursuant to Section 4.1 to the extent such costs and expenses
are incurred for the benefit of all Shareholders and are not otherwise paid by
the Corporation or the acquiring party. 
For purposes of this Section 4.3, costs and expenses incurred in
exercising reasonable efforts to take all actions in connection with the
consummation of a Fundamental Transaction in accordance with Section 4.1
shall be deemed to be for the benefit of all Shareholders.  Costs and expenses incurred by any
Shareholder on its own behalf will not be considered costs and expenses of the
sale for purposes of this Section 4.3.


 


4.4                                 Merrill Lynch will not be required as a
result of a sale of any portion of their Shares pursuant to Section 4.1 to
agree to any covenants not to compete or not to solicit customers, employees or
suppliers of any party to the sale of the Shares pursuant to this Article 4.


 


5.                                       Buy-Sell Rights.


 


5.1                                 In the event of (i) an event of default,
or failure to perform any material provision, covenant or agreement, by the
Corporation or CCRT under any of the Organizational Documents, which event of
default or failure to perform has not been cured within 30 days of receipt of written notice by the Corporation or CCRT,
as the case may be, to Merrill Lynch or actual knowledge, whichever is earlier,
of such default or failure to perform, or (ii) a Change of Control of
CCRT, Merrill Lynch shall have the right (a “Buy-Sell Right”) to require CCRT
to purchase all Shares held by Merrill Lynch, and CCRT shall have the
obligation to acquire all Shares held by Merrill Lynch, at a price (the “FMV of
ML Shares”) equal to the product of (A) the Fair Market Value of all
outstanding Shares and (B) the Share Ownership Percentage of Merrill
Lynch.  The Buy-Sell Right shall be
exercised by delivery to CCRT from Merrill Lynch of written notice (the “Buy-Sell
Notice”) of its intention to exercise its rights pursuant to this Section 5.1
within 15 business days following the occurrence of an action described in
clauses (i) and (ii) above and setting forth Merrill Lynch’s proposed
Fair Market Value for all outstanding Shares.


 


5.2                                 The purchase of Shares by CCRT from Merrill
Lynch pursuant to Section 5.1 shall be consummated as soon as practicable,
but in any event within 60 days of the date of the applicable Buy-Sell Notice.


 


6.                                       Optional Conversion Right.


 


6.1                                 Notwithstanding anything set forth
herein to the contrary, during the Anniversary Period or any Dimunition Action
Period or Material Action Period, Merrill Lynch shall have the right, in its
sole discretion, to convert its Shares into CCRT Common Stock in an amount
equal to the CCRT Conversion Shares or, solely with respect to a Dimunition
Action Conversion, request cash consideration from CCRT for Merrill Lynch’s
Shares.  Merrill Lynch shall notify CompuCredit
Corporation of Merrill Lynch’s election to exercise its optional conversion
right pursuant to this Article 6 by delivering written notice to CompuCredit


 


10





















 


Corporation as soon as practicable, but in no event later
than the end of the Anniversary Period or any applicable Dimunition Action
Period or Material Action Period.


 


6.2                                 If
Merrill Lynch elects to convert its Shares into CCRT Common Stock under the
Dimunition Action Conversion alternative, or if the conversion is a Time
Conversion or a Material Action Conversion, CCRT may elect, in its sole
discretion, in lieu of converting the Shares into shares of CCRT Common Stock,
to purchase the Shares for cash in an amount equal to the product of (a) the
CCRT Conversion Shares; and (b) the 30-day volume averaged market price of
CCRT Common Stock immediately prior to the Optional Conversion Date, or, if CompuCredit
Corporation is not listed on any exchange or reported by Nasdaq, the Fair
Market Value, determined pursuant to Section 7.2 below, of a share of CCRT
Common Stock.


 


6.3                                 If
Merrill Lynch elects to receive, in its sole discretion, cash consideration for
its Shares under the Dimunition Action Conversion alternative, CCRT shall
purchase Merrill Lynch’s Shares in an amount equal to the Fair Market Value of
Merrill Lynch’s Shares immediately prior to the date such Dimunition Action
occurred.


 


6.4                                 To
the extent Merrill Lynch would receive any fractional share of CCRT Common
Stock or interest, as applicable, Merrill Lynch shall receive a full share in
lieu of such fractional share and Merrill Lynch shall pay CCRT an amount equal
to the product of (a) 1 minus such fraction and (b) the Conversion Price
at the Optional Conversion Date.


 


6.5                                 The
Conversion Rate shall be adjusted from time to time by CompuCredit Corporation in
accordance with the provisions of Sections 10.4 (“Adjustment of Conversion Rate”)
and 10.5 (“Effect of Reclassification, Consolidation, Merger or Sale”) of the
Indenture between CompuCredit Corporation and Wachovia Bank, National Association,
dated as of May 27, 2005, included in the 8-K filing with the Securities
and Exchange Commission as of May 24, 2005 (“Indenture”). For the purpose
of this Section 6.5, (a) the definition of Conversion Rate used
herein shall be used in lieu of the definition of Conversion Rate set forth in
the Indenture; (b) all other defined terms used in the Indenture shall
have the meaning set forth with respect to each such defined term set forth in
the Indenture; and (c) the provisions set forth in such sections of the
Indenture shall apply hereto notwithstanding the amendment, modification or
termination of the Indenture.


 


6.6                                 The
issue of stock certificates for CCRT Common Stock upon a conversion under this Article 6
shall be made without charge to the converting Persons for any tax in respect
of the issue thereof, except for applicable withholding, if any.  CompuCredit Corporation shall not, however, be
required to pay any tax or duty which may be payable in respect of any transfer
involved in the issue and delivery of stock in any name other than that of the
converting Persons, and CompuCredit Corporation shall not be required to issue
or deliver any such stock certificate unless and until the Person or Persons
requesting the issue thereof shall have paid to CompuCredit Corporation the
amount of such tax or shall have established to the satisfaction of CompuCredit
Corporation that such tax has been paid.


 


11





















 


6.7                                 The
CCRT Common Stock issued to Merrill Lynch pursuant to a conversion under this Article 6
shall be subject to the registration requirements set forth on Exhibit A
attached hereto.


 


6.8                                 Notwithstanding
anything set forth herein to the contrary, if the conversion of Merrill Lynch’s
Shares into CCRT Conversion Shares would cause a Regulatory Event, Merrill
Lynch shall receive an equivalent amount of cash, determined in accordance with
Section 6.2, in lieu of the CCRT Conversion Shares to the extent of the
portion of the CCRT Conversion Shares that would cause such Regulatory Event.


 


7.                                       Determination of Fair Market Value.


 


7.1                                 As
used in this Agreement, “Fair Market Value” shall mean an amount equal to the
market value of all of the Shares outstanding at the time of a proposed Share
Transfer as set forth in any notice of such Share Transfer required to be delivered
pursuant to Section 3.1, Section 4.2 or Section 5.1 hereof (each
a “Transfer Notice”); provided, however, that if, in the
reasonable judgment of (i) in the case of a Share Transfer pursuant to Article 3,
the Nonoffering Shareholder (but shall not be a Shareholder other than Merrill
Lynch or CCRT), (ii) in the case of a Share Transfer pursuant to Article 4,
Merrill Lynch, or (iii) in the event of a proposed Share Transfer pursuant
to Article 5, CCRT (such Shareholder, in each case, the “Objecting
Shareholder”), (A) Fair Market Value cannot be determined readily and
explicitly from the terms of such Transfer Notice or (B) the proposed
Share Transfer is not on marketable or arms-length terms, then within five business
days following the receipt of the Transfer Notice, the Objecting Shareholder
shall deliver to the Corporation and the other Shareholder notice of the
Objecting Shareholder’s intent to have Fair Market Value determined in
accordance with Section 7.2.


 


7.2                                 (a)                                  Fair
Market Value may be established,
pursuant hereto, by the mutual agreement of the Shareholders, within fifteen business days
following the receipt of any notice delivered pursuant to Section 7.1
from an Objecting Shareholder as to Fair Market Value (the “Valuation Period”).  If the
Shareholders fail to agree on the Fair
Market Value prior to the end of the
Valuation Period, then Fair Market Value shall be calculated pursuant to the procedures set forth in Section 7.2(b) hereof.


 


(b)                                 Unless otherwise determined pursuant to
Sections 7.1 or 7.2(a) of this Agreement, “Fair
Market Value” shall be determined in
accordance with the provisions of this Section 7.2(b). 
Within five business days after the end of the Valuation Period, the
Objecting Shareholder shall propose to the
other Shareholder the names of three nationally recognized
independent appraisers and/or investment bankers to be used by the Shareholders in determining Fair Market
Value.  Within five business days of its receipt of such list of proposed
appraisers or investment bankers, the non-Objecting Shareholder shall select one of said firms from the list
provided by the Objecting Shareholder, and the Corporation shall promptly engage such selected firm,
which shall have twenty business days from and after
its selection to determine the Fair Market Value of the Shares on a
going concern basis and not on the basis of a liquidation or termination of the
business unless the Corporation has proposed liquidation, 


 


12





















 


termination or a similar
proceeding.  The costs of such determination by the
selected firm shall be borne equally by the Shareholders; provided that, if the Fair Market Value finally determined by said firm is
within ten percent (10%) of the proposed Fair Market Value as set forth in the applicable
Transfer Notice, then the Objecting
Shareholder shall pay all of such costs
of the selected firm.


 


7.3                                 Each determination of the Fair Market Value of the Shares pursuant to this Article 7 shall be final, binding and conclusive on
all Parties.


 


8.                                       Legend.  Each
stock certificate(s) of the Corporation representing Shares subject to this
Agreement shall bear in conspicuous type the following legend:


 


“THE
SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE (AND ALL TRANSFERS OR PLEDGES
HEREOF) ARE SUBJECT TO THE RESTRICTIONS OF AND ARE TRANSFERABLE ONLY IN
COMPLIANCE WITH THE PROVISIONS OF THAT CERTAIN SHAREHOLDERS AGREEMENT, DATED TO
BE EFFECTIVE AS OF DECEMBER 20, 2005, BY AND AMONG LIBERTY ACQUISITION,
INC. (THE “CORPORATION”) AND ITS SHAREHOLDERS, A COPY OF WHICH IS ON FILE AT
THE PRINCIPAL OFFICE OF THE CORPORATION. 
ANY ATTEMPTED TRANSFER OR PLEDGE HEREOF IN VIOLATION OF THE TERMS OF
SUCH SHAREHOLDERS AGREEMENT SHALL BE NULL AND VOID AND OF NO FURTHER FORCE OR
EFFECT.”


 


In the event that such
legend cannot practicably be placed on the face of such certificate, either
alone or in connection with other legends required by law or by agreement to be
placed on the face of such certificate, the legend shall be set out on the back
of the certificate, and notice thereof shall be given in conspicuous type on
the front.


 


9.                                       Directors and Management.


 


9.1                                 Board
Composition; Voting.


 


(a)                                  The
Corporation and the Shareholders shall take all necessary action to cause the
Board of Directors of the Corporation to be comprised of three directors.  The Shareholders hereby agree that, with
respect to any vote by them for the election of directors of the Corporation
(whether said vote shall be in writing, by consent or at a regular or special
meeting), the Shareholders shall at all times throughout the term hereof vote
for the election of three nominees of CCRT.


 


(b)                                 Merrill
Lynch shall have the right to appoint up to two representatives to attend all
meetings of the Board of Directors of the Corporation and, following the
completion of the proposed acquisition of all outstanding capital stock of
CardWorks, Inc. (“CardWorks”) by the Corporation (the “CardWorks
Acquisition”), pursuant to the terms of that


 


13





















 


certain Stock Purchase
Agreement, dated September 25, 2005, by and between the Corporation and
CardWorks, L.P. (the “CardWorks Agreement”), the Corporation shall take such
action as is necessary to permit Merrill Lynch to appoint two representatives
to attend all meetings of the Board of Directors of CardWorks; provided that
such representatives shall have no right to vote on any matters considered and
acted upon by the Board of Directors of the Corporation or CardWorks, as the
case may be; provided, further, that the Board of Directors of
the Corporation or CardWorks, as the case may be, may exclude such Merrill
Lynch representatives from any discussions pertaining to Merrill Lynch’s
potential or actual participation in any lending or securitization facilities
of CardWorks or any of its Affiliates. 
Such representatives shall be entitled to receive all materials provided
to the directors of the Corporation or CardWorks at the same time such
materials are delivered to the directors of the Corporation or CardWorks, as
the case may be.


 


(c)                                  The
Board of Directors of the Corporation shall meet not less than quarterly each
fiscal year.


 


(d)                                 In
connection with any matter that by law requires approval of the Non-Voting
Common Stock voting as a separate class, Merrill Lynch or any Person who
becomes a holder of the Non-Voting Shares, shall vote such Non-Voting Shares in
accordance with the recommendation of the Board of Directors of the
Corporation.


 


9.2                                 Funding
of CSSI Losses.  In the event that
the Board of Directors of the Corporation shall deem it necessary, or if the
Corporation is required by law, to make a capital contribution to any
subsidiary (direct or indirect) of the Corporation as a result of any CSSI
Losses (as defined in the CardWorks Agreement), CCRT hereby agrees to fund the
full amount of such capital contribution in the form of loan by CCRT to the
Corporation and Merrill Lynch shall have no obligation to purchase any
additional Shares or make any capital contribution to the Corporation as a
result of any CSSI Losses.  The
Corporation shall issue a senior note in favor of CCRT (the “CSSI Note)
evidencing such loan and the amount of any such CSSI Note shall be an amount
equal to the positive difference, if any, between (i) the total amount of
the CSSI Losses and (ii) the maximum amount of CSSI Losses that can
reasonably be funded by CardWorks, as determined in the sole discretion of the
Board of Directors of CardWorks.  Such
CSSI Note, if any, shall mature three years from the date of issuance and shall
bear interest at a rate per annum equal to the lesser of (A) Three-month
LIBOR determined as of the date of issuance of the CSSI Note and reset
quarterly, plus 3.0% and (B) 10.0%. 
Interest on and the principal amount of the CSSI Note shall be repaid
from cash dividends or distributions paid by CardWorks to the Corporation and
the Corporation shall not cause any distributions or dividends to be paid on
the Shares or any other equity securities of the Corporation until such time as
the CSSI Note is paid in full.


 


9.3                                 Financing
Right of First Refusal.  For the
period commencing on the closing of the CardWorks Acquisition and ending on the
earlier of (i) that date that is five years from the date of the closing
of the CardWorks Acquisition, and (ii) the date on which Merrill Lynch no
longer owns any Shares, Merrill Lynch shall have a right of first refusal to
provide any


 


14





















 


credit card receivables
lending facilities and no less than 50% of all securitization activities
undertaken with respect to or related to CardWorks.


 


9.4                                 Delivery
of Financial Statements.  The
Corporation shall furnish to CCRT and Merrill Lynch, and shall cause CardWorks
to deliver to CCRT and Merrill Lynch, such financial information as shall
reasonably be requested by either CCRT and Merrill Lynch including (i) audited
financial statements of the Corporation and CardWorks, respectively, as the end
of each fiscal year, which audited financial statements shall include a balance
sheet and income statement, and (ii) a monthly report prepared by
management of the Corporation or CardWorks, as the case may be, which monthly
report shall include an income statement prepared in accordance with GAAP and,
with respect to CardWorks, detailed reports on the performance of credit card
receivables and accounts of Merrick Bank Corporation, which reports shall
contain the types of information that are consistent with the information
delivered by CCRT to Merrill Lynch in past transactions; provided  that
no such information shall be delivered to Merrill Lynch that is prohibited by
applicable law, rules or regulations.  The financial information prepared in
accordance with this Section 9.4 shall be reviewed by the Boards of Directors
of the Corporation and CardWorks, as applicable, on a quarterly basis.


 


10.                                 Preemptive Rights.


 


10.1                           If the Corporation shall issue any shares of
Common Stock or other securities (whether debt or equity) of the Corporation,
or any rights, options or warrants directly or indirectly to purchase shares of
Common Stock or other securities of the Corporation (the “Corporation Offered
Securities”), except pursuant to a Management Issuance, then CCRT and Merrill
Lynch shall be entitled to purchase, on the same terms and conditions, a pro
rata portion of the Corporation Offered Securities (which shall be a fraction
of the Corporation Offered Securities determined by dividing the number of
Shares owned by either CCRT or Merrill Lynch, as the case may be, by the sum of
(i) the total number of outstanding Shares, (ii) any shares of Common
Stock issuable upon exercise or conversion of any securities of the Corporation
and (iii) the total number of shares of any other securities outstanding
as of such date having voting rights substantially similar to those of the Common
Stock).  In the event that either CCRT or
Merrill Lynch elects to acquire less than its pro rata share of the new
securities to be issued, then the other party electing to purchase its pro rata
share of the new securities shall be entitled to acquire any such unsubscribed
securities.


 


10.2                           The Corporation shall provide a written
notice (the “Preemptive Rights Notice”) of any proposed issuance of new
securities subject to this Article 10 to all Shareholders, and each
Shareholder may elect to purchase such new securities in accordance herewith by
giving written notice to the Corporation within 10 business days following its receipt of the Preemptive Rights
Notice.  Any notice given by a
Shareholder pursuant to this Section 10.2 shall constitute an irrevocable
commitment to purchase from the Corporation the amount of such new securities
set forth in this notice.  The closing of
any purchase by the Shareholders shall be made no later than 90 days following the
date of the Preemptive Rights Notice or such other date as the Corporation and
the Shareholders may mutually agree.  If,
subsequent to the date of the Preemptive Rights Notice, the Corporation alters
the price or other significant terms and conditions of the offering that a
reasonable investor would consider material to the decision to


 


15





















 


purchase
such securities, or the Corporation has not sold such securities within 90 days
after the date of the Preemptive Rights Notice, the Corporation shall provide
another Preemptive Rights Notice to the Shareholders with respect to any
subsequent issuance and will otherwise comply with the provisions of this Article 10
to the extent applicable to such issuance.


 


11.                                 Term.


 


11.1                           This
Agreement shall become effective as of the Effective Date and shall, unless
sooner terminated pursuant to Section 11.2 hereof, continue in full force
and effect as provided herein for an initial term (the “Initial Term”) of 20
years thereafter.  This Agreement shall
be automatically renewed for an additional 20-year period after the expiration
of the Initial Term, provided that all Parties consent in writing prior to the
expiration of the Initial Term.


 


11.2                           This
Agreement shall terminate on the occurrence of any of the following events:


 


(a)                                  the
liquidation in bankruptcy or dissolution of the Corporation;


 


(b)                                 a
single Shareholder and its Affiliates becoming the owner of all of the
outstanding Shares; or


 


(c)                                  the
execution of a written instrument to that effect by the Corporation and all
Shareholders of the Corporation who are then Parties to this Agreement;


 


provided,
however, that no termination of this Agreement shall in any way relieve
any Party hereof from any liability arising as a result of any breach of this
Agreement by such Party prior to the effective date of such termination.


 


11.3                           Upon
the termination of this Agreement, all Shares shall be relieved from the terms
and provisions hereof, and any certificates evidencing such Shares may be
surrendered to the Corporation for cancellation and issuance of a new
certificate without the legend provided for in Section 8 of this
Agreement.


 


12.                                 Notices.


 


12.1                           All notices, consents, requests and other
communications hereunder shall be in writing and shall be sent by hand
delivery, by certified or registered mail (return-receipt requested), by a
recognized national overnight courier service, or by facsimile (with written
confirmation of transmission) to a Party at the address or facsimile number set
forth below such Party’s signature hereto (or such other address or facsimile
number that such Party designates by written notice to the other Parties).


 


12.2                           Notices delivered pursuant to Section 12.1
shall be deemed given: (a) at the time delivered, if personally delivered;
(b) at the time received, if mailed; (c) at the time of


 


16





















 


written
confirmation of transmission, if delivered by facsimile before 5:00 p.m.
Eastern Time on any business day; (d) one business day after the date of
written confirmation of transmission, if delivered after 5:00 p.m. Eastern
time on any business day; and (e) one business day after timely delivery
to the courier, if by overnight courier service.


 


13.                                 Miscellaneous.


 


13.1                           This Agreement contains the entire agreement
and understanding concerning the subject matter hereof among the Parties and
specifically supersedes any other agreement or understanding, whether written
or oral, among the Parties related to the subject matter hereof.


 


13.2                           No waiver, termination or discharge of this
Agreement, or any of the terms or provisions hereof, shall be binding upon any
Party unless confirmed in writing by such Party.  No waiver by any Party of any term or provision
of this Agreement or of any default hereunder shall affect any Party’s rights
thereafter to enforce such term or provision or to exercise any right or remedy
in the event of any other default, whether or not similar.  This Agreement may not be modified or amended
except by a writing executed by the Corporation and all of the Shareholders.


 


13.3                           If any provision of this Agreement shall be
held void, voidable, invalid or inoperative, no other provision of this
Agreement shall be affected as a result thereof, and, accordingly, the
remaining provisions of this Agreement shall remain in full force and effect as
though such void, voidable, invalid or inoperative provision had not been
contained herein.


 


13.4                           THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF GEORGIA, WITHOUT REFERENCE TO ITS CONFLICT OF
LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


13.5                           No Party may assign this Agreement, in whole
or in part, without the prior written consent of the other Parties, and any
attempted assignment not in accordance herewith shall be null and void and of
no force or effect.


 


13.6                           This Agreement shall be binding upon and
shall inure to the benefit of the Parties and their respective heirs,
representatives, successors and permitted assigns.


 


13.7                           The titles, captions and headings contained
in this Agreement are inserted for convenience of reference only and are not
intended to be a part of or to affect in any way the meaning or interpretation
of this Agreement.


 


13.8                           This Agreement shall not be construed more
strictly against any Party regardless of which Party is responsible for its
preparation, it being agreed that this Agreement was fully negotiated by all
Parties.


 


17





















 


13.9                           Common nouns and pronouns shall be deemed to
refer to the masculine, feminine, neuter, singular and plural, as the identity
of the Person may in the context require.


 


13.10                     Upon the reasonable request of any other
Party, each Party agrees to take any and all actions, including, without
limitation, the execution of certificates, documents or instruments, necessary
or appropriate to give effect to the terms and conditions set forth in this
Agreement.


 


13.11                     Each Shareholder, in addition to being
entitled to exercise all rights provided herein or granted by law, including
recovery of damages, will be entitled to seek specific performance of its
rights under this Agreement.


 


13.12                     Each Shareholder hereby agrees to reimburse
the other Shareholder for all reasonable costs and expenses incurred by it in
any proceeding commenced in connection with enforcing its rights hereunder,
provided the Shareholder seeking reimbursement of expenses in such proceeding
is successful in establishing its entitlement to such relief under the
Agreement.


 


13.13                     Each
Shareholder agrees to treat in a confidential manner all confidential or
proprietary information that it receives from the Corporation or any other
Shareholder (or Affiliate thereof) relating to the Corporation or any other
Shareholder (or Affiliate thereof), and shall not use such confidential
information other than as necessary to conduct the Corporation’s business and
shall not disclose such confidential information to any Person other than (i) its
employees, partners, members, financial advisors, lenders, attorneys or agents
and then only to the extent such disclosure, in the good faith determination of
such Shareholder, is necessary for the performance of the duties or
responsibilities of such Persons, and provided that such Shareholder shall be
responsible for ensuring that such Persons are informed of these
confidentiality provisions and maintain the confidentiality of such
information, (ii) in connection with any dispute, action, litigation or
proceeding between or among any of the Shareholders arising out of or in
connection with this Agreement, or the enforcement hereof or thereof, or (iii) as
may be required by law or court order, in which case such Shareholder, to the
extent practicable and permitted by law, shall promptly notify the Corporation
and the Shareholders of such required disclosure and cooperate with the
Corporation and the disclosing Shareholder in obtaining a protective order from
a court of competent jurisdiction relating to such disclosure.


 


13.14                     This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute the same Agreement. 
Any signature page of any such counterpart, or any electronic
facsimile thereof, may be attached or appended to any other counterpart to
complete a fully executed counterpart of this Agreement, and any telecopy or
other facsimile transmission of any signature shall be deemed an original and
shall bind such Party.


 


13.15                     The Parties
hereto acknowledge and agree that certain rights granted under this Agreement
have been granted solely to CCRT or Merrill Lynch, as the case may be, and not
to all Shareholders.  Such rights may not
be enforced by any Person who acquires Shares from 


 


18





















 


either CCRT or Merrill
Lynch, as the case may be, unless otherwise explicitly provided for herein.


 


19





















 


IN WITNESS WHEREOF, the Parties have executed, or caused their duly authorized
representatives to execute, this Agreement to be effective as of the Effective
Date.


 


 


	
   

  	
  “Corporation”

  
	
   

  	
   

  
	
   

  	
  LIBERTY
  ACQUISITION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Jeffrey
  A. Howard

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
  Address:

  	
  245
  Perimeter Center Parkway

  
	
   

  	
   

  	
  Suite 600

  
	
   

  	
   

  	
  Atlanta,
  GA 30346

  
	
   

  	
   

  	
  Attention:
  General Counsel

  
	
   

  	
  Facsimile:

  	
  (770)
  206-6187

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “Shareholders”

  
	
   

  	
   

  	
   

  
	
   

  	
  COMPUCREDIT
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  William
  R. McCamey

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
  Address:

  	
  245
  Perimeter Center Parkway

  
	
   

  	
   

  	
  Suite 600

  
	
   

  	
   

  	
  Atlanta,
  GA 30346

  
	
   

  	
   

  	
  Attention:
  General Counsel

  
	
   

  	
  Facsimile:

  	
  (770)
  206-6183

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ML IBK POSITIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Andrew
  J. Coon

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
  Address:

  	
  4
  World Financial Center

  
	
   

  	
   

  	
  10th
  Floor

  
	
   

  	
   

  	
  New
  York, NY 10080

  
	
   

  	
   

  	
  Attention:
  Andrew J. Coon

  
	
   

  	
  Facsimile:

  	
  (212)
  449-6673

  
								



 





















 


EXHIBIT A


 


Reservation of Shares, Shares to
Be Fully Paid; Compliance with Governmental Requirements; Listing of Common
Stock.


 


(i)                                     Upon
an optional conversion for shares of CCRT Common Stock pursuant to Article 6
of the Agreement, CompuCredit Corporation shall provide to Merrill Lynch, free
from preemptive rights, out of its authorized but unissued shares or shares
held in treasury, shares of CCRT Common Stock in an amount equal to the total
number of CCRT Conversion Shares (the “CCRT Underlying Conversion Shares”).
Such CCRT Underlying Conversion Shares shall be fully paid and non-assessable
by CompuCredit Corporation and free from all taxes, liens and charges with
respect to the issue thereof.


 


(ii)                                  Unless
CCRT exercises its right to purchase the Shares held by Merrill Lynch pursuant
to Section 6.2, CompuCredit Corporation shall as promptly as practicable
after it receives written notice from Merrill Lynch of the request for the
conversion of the Shares held by Merrill Lynch into CCRT Underlying Conversion
Shares (but in no event more than 45 days after receipt of such notice unless
such delay is required by applicable law or otherwise undertaken by CompuCredit
Corporation in good faith and for valid business reasons (not including
avoidance of CompuCredit Corporation’s obligations hereunder), including the
acquisition or divestiture of assets), cause to be filed a registration
statement pursuant to Rule 415 under the Securities Act of 1933, as
amended (together with rules and regulations of the commission promulgated
thereunder, the “Securities Act”) or any similar rule that may be adopted
by the Securities and Exchange Commission (the “Shelf Registration Statement”),
which Shelf Registration Statement shall provide for the registration and
resales, on a continuous or delayed basis, of all CCRT Underlying Conversion
Shares.  Merrill Lynch shall cooperate
with CompuCredit Corporation to provide any information reasonably requested by
CompuCredit Corporation to include in the Shelf Registration Statement.


 


(iii)                               CompuCredit
Corporation shall use its reasonable best efforts to keep the Shelf
Registration Statement continuously effective, supplemented and amended as
required by the Securities Act and by the provisions herein to the extent
necessary to ensure that (A) it is available for resales by Merrill Lynch;
and (B) it conforms with the requirements of this Agreement and the
Securities Act and the rules and regulations of the Securities and
Exchange Commission promulgated thereunder as announced from time to time, for
a period (the “Effectiveness Period”) from the date the Shelf Registration
Statement is declared effective by the Securities and Exchange Commission until
the earliest of:


 


(1)                                  the
date when Merrill Lynch is able to sell all such CCRT Underlying Conversion
Shares immediately without restriction pursuant to Rule 144(k) under the
Securities Act; or


 


(2)                                  the
date when all of the CCRT Underlying Conversion Shares are registered under the
Shelf Registration Statement and disposed of in accordance with the


 


A-1





















 


Shelf Registration
Statement or pursuant to Rule 144 under the Securities Act or any similar
provision then in force or the CCRT Underlying Conversion Shares cease to be
outstanding (whether as a result of redemption, repurchase, conversion or
otherwise).


 


(iv)                              CompuCredit
Corporation shall be deemed not to have used its reasonable best efforts to
keep the Shelf Registration Statement effective during the Effectiveness Period
if it voluntarily takes any action that would result in the converting Persons
not being able to offer and sell such CCRT Underlying Conversion Shares at any
time during the Effectiveness Period, unless such action is (x) required by
applicable law or otherwise undertaken by CompuCredit Corporation in good faith
and for valid business reasons (not including avoidance of CompuCredit
Corporation’s obligations hereunder), including the acquisition or divestiture
of assets, and (y) permitted herein.


 


(v)                                 At
the time the Shelf Registration Statement is declared effective, Merrill Lynch
shall be named as a selling securityholder in the Shelf Registration Statement
and the related prospectus in such a manner as to permit Merrill Lynch to
deliver such prospectus to purchasers of CCRT Underlying Conversion Shares in
accordance with applicable law.  None of CompuCredit
Corporation’s securityholders (other than Merrill Lynch) shall have the right
to include any of CompuCredit Corporation’s securities in the Shelf
Registration Statement.


 


(vi)                              All
expenses incident to CompuCredit Corporation’s performance of or compliance
with this Agreement shall be borne by CompuCredit Corporation regardless of
whether a Shelf Registration Statement becomes effective, including, without
limitation:


 


(1)                                  all
registration and filing fees and expenses (including filings made by CompuCredit
Corporation with the NASD);


 


(2)                                  all
fees and expenses of compliance with federal securities and state Blue Sky or
securities laws;


 


(3)                                  all
expenses of printing (including printing of prospectuses and certificates for
the Common Stock to be issued upon the exercise by Merrill Lynch of its
conversion right pursuant to Article 6) and CompuCredit Corporation’s expenses
for messenger and delivery services and telephone;


 


(4)                                  all
fees and disbursements of counsel to CompuCredit Corporation;


 


(5)                                  all
application and filing fees in connection with listing (or authorizing for
quotation) the Common Stock on a national securities exchange or automated
quotation system pursuant to the requirements hereof; and


 


(6)                                  all
fees and disbursements of independent certified public accountants of CompuCredit
Corporation.


 


A-2





















 


CompuCredit Corporation shall
bear its internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal, accounting or other
duties), the expenses of any annual audit and the fees and expenses of any
Person, including special experts, retained by CompuCredit Corporation.


 


Notwithstanding anything
to the contrary herein, any underwriting discounts, fees and disbursements of
counsel to Merrill Lynch, selling commissions and stock transfer taxes
applicable to the CCRT Underlying Conversion Shares registered on behalf of
Merrill Lynch shall be borne by Merrill Lynch.


 


A-3