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 acceleration of any obligation under any
contract, commitment or other obligation to or by which Seller is a party or is
bound;


 


(iii)                               other
than with respect to any determination that Purchaser is deemed to “control”
the Company under the Bank Holding Company Act, the Federal Deposit Insurance
Act or the Utah Code, violate any statute, ordinance, law, rule, regulation,
judgment, order or decree of any court or other governmental or regulatory
authority to which Seller is subject; or


 


(iv)                              other
than with respect to any determination that Purchaser is deemed to “control”
the Company under the Bank Holding Company Act, the Federal Deposit Insurance
Act or the Utah Code, require Seller to make or obtain any consent, approval or
authorization of, notice to, or filing, recording, registration or
qualification with any court or governmental or regulatory authority.


 


(e)                                  Seller
has good and valid title to and beneficial ownership of the Shares and the
Shares are free and clear of all liens, validly issued, fully paid and
non-assessable.  Other than the 1,000
shares of the Company’s Class A voting common stock and the Shares, Seller
owns no other shares in the Company or any other equity interests of the
Company, or any option, warrant, right, call commitment right of any kind to
have any such equity interest issued.


 


5.                                       Representations
and Warranties of Purchaser. 
Purchaser hereby represents and warrants to the Seller that as of the
date of this Agreement:


 


(a)                                  Purchaser
is a corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware.


 


(b)                                 Purchaser
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 Purchaser.


 


(c)                                  This
Agreement, and each other certificate, agreement or instrument to be executed
and delivered by Purchaser in connection with the transactions contemplated by
this Agreement, has been duly executed and delivered by Purchaser and
constitutes the legal, valid and binding obligation of Purchaser, enforceable
in accordance with its terms.


 


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(d)                                 The
execution, delivery and performance by Purchaser 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:


 


(i)                                     violate
or conflict with any provision of the Articles
of Incorporation, Bylaws or other organizational documents of Purchaser;


 


(ii)                                  breach
or otherwise constitute or give rise to a default under, result in the loss of
any benefit under or permit the acceleration of any obligation under any
contract, commitment or other obligation to or by which Purchaser is a party or
is bound;


 


(iii)                               other
than with respect to any determination that Purchaser is deemed to “control”
the Company under the Bank Holding Company Act, the Federal Deposit Insurance
Act or the Utah Code, violate any statute, ordinance, law, rule, regulation,
judgment, order or decree of any court or other governmental or regulatory
authority to which Purchaser is subject; or


 


(iv)                              other
than with respect to any determination that Purchaser is deemed to “control”
the Company under the Bank Holding Company Act, the Federal Deposit Insurance
Act or the Utah Code, require Purchaser to make or obtain any consent, approval
or authorization of, notice to, or filing, recording, registration or
qualification with any court or governmental or regulatory authority.


 


(e)                                  Purchaser understands
that the Shares have not been registered under the Securities Act of 1933, as
amended, or under any state securities laws and are being offered and sold in
reliance upon federal and state exemptions for transactions not involving any
public offering.  Purchaser is acquiring
the Shares for its own account for investment purposes and not with a view to
the distribution or resale thereof.  Purchaser
is a sophisticated investor with knowledge and experience in business and
financial matters.  Purchaser has
received certain information concerning the Company and has had the opportunity
to obtain additional information as desired in order to evaluate the merits and
risks inherent in holding the Shares.


 


6.                                       Post-Closing
Agreements.


 


(a)                                  The Parties agree to
negotiate in good faith and execute and deliver a mutually agreeable Tax
Sharing Agreement by and between Purchaser and Seller (the “Tax Sharing
Agreement”) as soon as practicable following the date hereof.


 


(b)                                 Each Party agrees to
use its reasonable efforts to take all actions and do all things necessary,
proper or advisable under applicable laws, as promptly as practicable so as to
enable the consummation of the transactions contemplated hereby and shall
cooperate fully with the other Party hereto to that end, including, without
limitation, the preparation and filing of 


 


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applications with all regulatory authorities
having jurisdiction over the CardWorks Acquisition; provided, however, that
Purchaser shall have no obligation to make any filing with any regulatory
authority with respect to its “control,” if any, of the Company under the Bank
Holding Company Act, the Federal Deposit Insurance Act or the Utah Code.


 


(c)                                  In the event the
CardWorks Agreement is terminated prior to the closing of the CardWorks
Acquisition then (i) Purchaser’s payment obligations pursuant to Section 2(a)(ii) shall
be terminated and (ii) Seller shall purchase from Purchaser and Purchaser
shall sell to Seller the Shares for Two Dollars Fifty Cents ($2.50), payable in
cash upon the delivery of the Shares.


 


(d)                                 In the event Purchaser
does not make the Purchase Price Payment pursuant to Section 2(b)(ii),
Seller shall purchase from Purchaser and Purchaser shall sell to Seller the
Shares for Two Dollars Fifty Cents ($2.50), payable in cash upon the delivery
of the Shares.


 


7.                                       Survival
of Representations, Warranties and Covenants.  The representations, warranties and covenants
of the Parties set forth in this Agreement shall survive the transfer of the
Shares contemplated by Section 3 hereof.


 


8.                                       Miscellaneous.  This Agreement shall not be modified or
amended except through a writing signed by both of the Parties.  This Agreement shall be governed by and construed
in accordance with the laws of the State of Georgia and may be executed in
multiple counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same agreement.  Neither Party shall, without the prior
written consent of the other Party, transfer or assign this Agreement or any
duty or obligation set forth herein, and any attempted transfer or assignment
not in accordance herewith shall be null and void and of no force or effect.  This Agreement represents the full and
complete understanding of the Parties with respect to the subject matter hereof
and shall be binding on the Parties and their respective heirs, successors and
assigns.  Upon the reasonable request of
the other Party, each Party agrees to take any and all actions necessary or
appropriate to give effect to the terms of this Agreement.


 


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


 


Except in
connection with regulatory applications and approvals required in connection
with the CardWorks Agreement or as required by applicable law or the rules of
any stock exchange and other similar regulatory bodies, neither Party shall
issue any press release or other public statement regarding the transactions
contemplated by this Agreement without the prior consent of the other Party,
such consent not to be unreasonably withheld or delayed.


 


[signature page to follow]


 


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IN WITNESS
WHEREOF, the Parties have caused this Agreement to be executed as of the date
and year first above written.


 


	
   

  	
  “Seller”

  
	
   

  	
   

  	
   

  
	
   

  	
  COMPUCREDIT
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  William R.
  McCamey

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “Purchaser”

  
	
   

  	
   

  	
   

  
	
   

  	
  ML IBK POSITIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Andrew J.
  Coon

  
	
   

  	
  Title:

  	
  Vice
  President

  
					



 


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