CREDIT AGREEMENT Dated as of October 23, 2014 among GREEN DOT CORPORATION as the Borrower, CERTAIN DOMESTIC SUBSIDIARIES OF THE BORROWER, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer,Credit Agreement • October 24th, 2014 • Green Dot Corp • Finance services • New York
Reference is made to that certain Credit Agreement, dated as of October 23, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among Green Dot Corporation, a Delaware corporation (the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent.
INDEMNITY AGREEMENTIndemnity Agreement • June 29th, 2010 • Green Dot Corp • Finance services • Delaware
This Indemnity Agreement, dated as of , 2010 is made by and between Green Dot Corporation, a Delaware corporation (the “Company”), and , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
Certain information (indicated by [***]) has been omitted from this exhibit because it is both (i) not material and (ii) is of the type that the registrant treats as private or confidential.Employment Agreement • October 26th, 2021 • Green Dot Corp • Finance services
This letter agreement (this “Employment Agreement”) sets forth the terms of your employment with Green Dot Corporation (the “Company” or “us”) as the Company’s Chief Operating Officer and Chief Financial Officer (“COO & CFO” or “you”). Your service with the Company will be subject to the terms and conditions of this Employment Agreement and shall be effective as of October 21, 2021 (the “Effective Date”), and shall end on the fifth anniversary of the Effective Date, subject to the provisions of Section 8 below. Upon the Effective Date and during the Term of this Agreement, the Company will use its reasonable best efforts to have the Nominating and Corporate Governance Committee (the “Nominating Committee”) of the Company’s Board of Directors (the “Board”) nominate you to serve as a member of the Board and to renominate you each year that you are slated for reelection, unless or until you are not elected to the Board at any annual meeting of the Company’s stockholders.
SIXTH AMENDED AND RESTATED LOAN AND LINE OF CREDIT AGREEMENTLoan and Line of Credit Agreement • April 26th, 2010 • Green Dot Corp • Finance services • Georgia
THIS SIXTH AMENDED AND RESTATED LOAN AND LINE OF CREDIT AGREEMENT (“Agreement”), effective the 24th day of March, 2010 by and between COLUMBUS BANK AND TRUST COMPANY, a Georgia banking corporation (the “Bank”), GREEN DOT CORPORATION, a Delaware corporation (the “Borrower”), amends and restates and replaces in its entirety that certain Fifth Amended and Restated Loan and Line of Credit Agreement dated March 24, 2009 between Bank and Borrower (the “Prior Line of Credit Agreement”; Borrower hereby acknowledges that no additional advances will be funded under the Prior Line of Credit Agreement as same has been replaced by this Agreement);
EQUITY PURCHASE AGREEMENT BY AND AMONG GREEN DOT CORPORATION, EMPOWERMENT VENTURES, LLC AND UNIRUSH, LLC DATED AS OF JANUARY 25, 2017Equity Purchase Agreement • January 30th, 2017 • Green Dot Corp • Finance services • Delaware
This Equity Purchase Agreement (this “Agreement”) is entered into as of January 25, 2017, by and among Green Dot Corporation, a Delaware corporation (“Buyer”), Empowerment Ventures, LLC, a Delaware limited liability company (“Seller”), and UniRush, LLC, a Delaware limited liability company and wholly-owned subsidiary of Seller (the “Company”). All capitalized terms used in this Agreement without definition shall have the meanings set forth in Section 8.12.
PROCESSING SERVICES AGREEMENTProcessing Services Agreement • May 10th, 2017 • Green Dot Corp • Finance services • New York
This PROCESSING SERVICES AGREEMENT (“Agreement”) is made as of the 19th day of December, 2013 (“Effective Date”) by and between Green Dot Corporation, a Delaware corporation with its principal offices at 3465 E. Foothill Blvd, Pasadena CA 91107, for itself and its Affiliates (collectively, “Customer”), and MasterCard International Incorporated, a Delaware corporation having its principal offices at 2000 Purchase Street, Purchase, New York 10577 ("MasterCard”). “MasterCard” shall mean and include its subsidiaries and Affiliates.
SEPARATION AGREEMENT AND RELEASE OF CLAIMSSeparation Agreement • February 29th, 2012 • Green Dot Corp • Finance services • California
This Separation Agreement and Release of Claims (the “Agreement”) is made by and between Green Dot Corporation, a Delaware corporation (the “Company”), and Mark Troughton (“Executive”) dated as of February 24, 2012 (the “Agreement Date”).
WARRANT TO PURCHASE STOCKWarrant to Purchase Stock • February 26th, 2010 • Green Dot Corp • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
GREEN DOT CORPORATION 4,269,051 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • December 2nd, 2010 • Green Dot Corp • Finance services • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Green Dot Corporation, a Delaware corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for which you are acting as representatives (the “Representatives”), an aggregate of 4,269,051 shares (the “Underwritten Shares”) of Class A common stock, par value $0.001 per share, of the Company (“Class A Common Stock”), after giving effect to the conversion by the Selling Stockholders of 3,729,381 shares of Class B common stock, par value $0.001 per share, of the Company (“Class B Common Stock” and, together with Class A Common Stock, the “Common Stock”) into Class A Common Stock (the “Conversion”) immediately prior to the completion of the offering contemplated by this Agreement. The Selling Stockholders also propose to sell, to the several Underwriters, at the option of the Underwriters, up to an additional 426,904 shares of Class A Common Stock (
AMENDMENT NO. 2 TO AMENDED AND RESTATED WALMART MONEYCARD PROGRAM AGREEMENTWalmart Moneycard Program Agreement • February 27th, 2018 • Green Dot Corp • Finance services
This Amendment No.2 to the Amended and Restated Walmart MoneyCard Program Agreement ("Amendment") is made as of June 20, 2016 ("Amendment Effective Date") by and among Wal-Mart Stores, Inc., a Delaware corporation, Wal-Mart Stores Texas L.L.C., a Delaware limited liability company, Wal-Mart Louisiana, LLC, a Delaware limited liability company, Wal-Mart Stores Arkansas, LLC, an Arkansas limited liability company, Wal-Mart Stores East, L.P., a Delaware limited partnership and Wal-Mart Puerto Rico, Inc., a Puerto Rico corporation (each of the foregoing entities, individually and collectively, "Retailer"), (2) Green Dot Corporation ("GDC" or "Green Dot"), a Delaware corporation, and (3) Green Dot Bank, a Utah chartered Fed member bank and wholly owned subsidiary of GDC ("Bank"). Each of the foregoing parties is sometimes referred to herein as "Party," and collectively they are referred to as the "Parties."
AMENDMENT NO.4 TO AMENDED AND RESTATED WALMART MONEY CARD PROGRAM AGREEMENTWalmart Money Card Program Agreement • February 27th, 2018 • Green Dot Corp • Finance services
This Amendment No.4 to the Amended and Restated Walmart MoneyCard Program Agreement (this "Amendment") is made as of September 15, 2017 ("Amendment Effective Date") by and among Wal-Mart Stores, Inc., a Delaware corporation, Wal-Mart Stores Texas L.L.C., a Delaware limited liability company, Wal-Mart Louisiana, LLC, a Delaware limited liability company, Wal Mart Stores Arkansas, LLC, an Arkansas limited liability company, Wal-Mart Stores East, L.P., a Delaware limited partnership and Wal-Mart Puerto Rico, Inc., a Puerto Rico corporation (each of the foregoing entities, individually and collectively, "Retailer"), (2) Green Dot Corporation ("GDC" or "Green Dot"), a Delaware corporation, and (3) Green Dot Bank, a Utah chartered Fed member bank and wholly owned subsidiary of GDC ("Bank"). Each of the foregoing parties is sometimes referred to herein as "Party," and collectively they are referred to as the "Parties."
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT...Warrant Agreement • July 13th, 2010 • Green Dot Corp • Finance services • Delaware
THIS CERTIFIES THAT, for value received, PayPal, Inc., a Delaware corporation (as used in the context of this Warrant as the holder of this Warrant, the “Holder”) is entitled to purchase up to the Maximum Number (as defined below) of shares (the “Shares”) of Common Stock (the “Common Stock”) of Green Dot Corporation, a Delaware corporation (the “Company”). Capitalized terms used herein and not defined shall have the meanings set forth in that certain Master Services Agreement between the Company and PayPal, Inc., a Delaware corporation (as used in the context of this Warrant other than as the Holder, “PayPal”) dated as of February 18, 2009 (the “Master Services Agreement”). As used herein the “Maximum Number” shall mean 4,283,456, subject to adjustment as set forth herein and subject to the terms and conditions set forth herein; provided, however, that the Maximum Number shall be increased by 50,000 shares on September 2, 2009 if the GE Warrant (as defined below) has not been repurchas
FIRST AMENDMENT TO NINTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 13th, 2010 • Green Dot Corp • Finance services • California
This First Amendment to Ninth Amended and Restated Registration Rights Agreement (the “Amendment”) is entered into, as of July ___, 2010 by and among Green Dot Corporation, a Delaware corporation (the “Company”), and the stockholders of the Company who are a party hereto. Unless otherwise specifically defined herein, all capitalized terms used in this Amendment shall have the meaning ascribed thereto in the Registration Rights Agreement (as defined below).
July 8, 2020Separation Agreement • February 26th, 2021 • Green Dot Corp • Finance services • California
Corporation (the “Company,” and together with you, the “Parties”) concerning the terms of your separation from employment. By signing this Agreement, you will receive certain benefits to which you would not otherwise be entitled in exchange for releasing certain claims as provided herein.
CARD PROGRAM SERVICES AGREEMENTCard Program Services Agreement • July 13th, 2010 • Green Dot Corp • Finance services • Utah
EMPLOYMENT AGREEMENTEmployment Agreement • February 26th, 2010 • Green Dot Corp • California
This Employment Agreement (this “Agreement”) is entered into as of July 20, 2004 (the “Effective Date”) by and between Next Estate Communications, Inc., a Delaware corporation (the “Company”) and Mark Troughton (“Executive”).
SETTLEMENT AGREEMENT ANDSettlement Agreement • January 3rd, 2013 • Green Dot Corp • Finance services • California
This Settlement Agreement and General Release of Claims (hereinafter “Agreement”) is entered into by and between Will Sowell (“SOWELL”), on the one hand, and Green Dot Corporation, together with its parents and subsidiaries, and any affiliated entities (collectively “GREEN DOT”) on the other hand. SOWELL and GREEN DOT are collectively referred to hereinafter as the “Parties.”
TRANSITIONAL ADVISORY AGREEMENTTransitional Advisory Agreement • May 10th, 2017 • Green Dot Corp • Finance services
This Transitional Advisory Agreement (this “Agreement”) is entered into as of March 2, 2017, by and between Konstantinos Sgoutas (“you”) and Green Dot Corporation (the “Company”), collectively referred to herein as the “Parties”.
AMENDMENT #6 TO AMENDED AND RESTATED WALMART MONEYCARD PROGRAM AGREEMENT (2018 Prize Linked Savings Program Extension)Walmart Moneycard Program Agreement • August 9th, 2018 • Green Dot Corp • Finance services
This AMENDMENT #6 (this “Amendment”) to the Amended and Restated Walmart MoneyCard Program Agreement is made as of May 1, 2018 (“Amendment Effective Date”) by and among Walmart Inc. (f/k/a Wal-Mart Stores, Inc.), a Delaware corporation, Wal-Mart Stores Texas L.L.C., a Delaware limited liability company, Wal-Mart Louisiana, LLC, a Delaware limited liability company, Wal-Mart Stores Arkansas, LLC, an Arkansas limited liability company, Wal-Mart Stores East, L.P., a Delaware limited partnership and Wal-Mart Puerto Rico, Inc., a Puerto Rico corporation (each of the foregoing entities, individually and collectively, “Retailer”), (2) Green Dot Corporation (“GDC” or “Green Dot”), a Delaware corporation, and (3) Green Dot Bank, a Utah chartered Fed member bank and wholly owned subsidiary of GDC (“Bank”). Each of the foregoing parties is sometimes referred to herein as “Party,” and collectively they are referred to as the “Parties.”
MATERIAL TERMS AMENDMENT TO AGREEMENT FOR SERVICES (Processing Renewal Term and Minimum Fees)Agreement for Services • February 29th, 2012 • Green Dot Corp • Finance services
THIS MATERIAL TERMS AMENDMENT TO AGREEMENT FOR SERVICES (this “Amendment”) is made and entered into as of January 19, 2012 (the “Amendment Effective Date”), by and between Total System Services, Inc., a Georgia corporation (“TSYS”) and Green Dot Corporation, a Delaware corporation (“Subscriber”).
GREEN DOT CORPORATION NINTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2010 • Green Dot Corp • Finance services • California
This Ninth Amended and Restated Registration Rights Agreement (this “Agreement”) is entered into as of May 27, 2010 by and among Green Dot Corporation, a Delaware corporation (the “Company”) and the holders of the Company’s Preferred Stock listed on Schedule 1 hereto.
PUERTO RICO SALES AMENDMENT TO WALMART MONEYCARD PROGRAM AGREEMENTWalmart Moneycard Program Agreement • August 11th, 2014 • Green Dot Corp • Finance services
This Puerto Rico Sales Amendment to the Walmart MoneyCard Program Agreement (“Amendment”) is made as of March 21, 2014 (“Amendment Effective Date”) by and among (1) Wal-Mart Stores, Inc., Wal-Mart Stores Texas LLC, as the successor to Wal-Mart Stores Texas, L.P., Wal-Mart Louisiana, LLC, Wal-Mart Stores Arkansas, LLC, and Wal-Mart Stores East, L.P., (each of the foregoing, individually and collectively, “Retailer”), (2) Wal-Mart Puerto Rico, Inc. (the “PR Entity”), (3) Green Dot Bank (“Bank”), and (4) Green Dot Corporation (“Green Dot”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 27th, 2017 • Green Dot Corp • Finance services • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT dated as of April 7, 2016 (this “Agreement”) is entered into among Green Dot Corporation, a Delaware corporation (the “Borrower”), the Guarantors, the Lenders party hereto, and Bank of America, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
FIRST AMENDMENT TO WALMART MONEYCARD PROGRAM AGREEMENTWalmart Moneycard Program Agreement • February 29th, 2012 • Green Dot Corp • Finance services
This First Amendment To Walmart MoneyCard Program Agreement (this “Amendment”) by and among Wal-Mart Stores Texas L.P., Wal-Mart Louisiana, LLC, Wal-Mart Stores Arkansas, LLC, Wal-Mart Stores East, L.P., Wal-Mart Stores, Inc., GE Capital Retail Bank (f/k/a GE Money Bank) and Green Dot Corporation, and dated as of May 27, 2010 (the "Agreement"), is entered into as of January 12, 2012, by and among the foregoing parties. Each of the capitalized terms used in this Amendment and not otherwise defined shall have the meanings ascribed to them in the Agreement.
VOTING AGREEMENTVoting Agreement • June 29th, 2010 • Green Dot Corp • Finance services • Delaware
This Voting Agreement (the “Agreement”) is entered into as of May 27, 2010 by and between Wal-Mart Stores, Inc., a Delaware corporation (“Wal-Mart”) and Green Dot Corporation, a Delaware corporation (the “Company”).
WALMART MONEYCARD PROGRAM AGREEMENTWalmart Moneycard Program Agreement • August 9th, 2013 • Green Dot Corp • Finance services
This Amendment (“Amendment”) to that certain Walmart MoneyCard Program Agreement, dated as of May 27, 2010 (as amended, the “Agreement”), is made as of this day of May, 2013 (“Amendment Effective Date”), by and among (1) Wal-Mart Stores, Inc., Wal-Mart Stores Texas L.P., Wal-Mart Louisiana, LLC, Wal-Mart Stores Arkansas, LLC, and Wal-Mart Stores East, L.P., (each of the foregoing, individually and collectively, “Retailer”), (2) GE Capital Retail Bank (f/k/a/ GE Money Bank) (“Bank”), and (3) Green Dot Corporation (“Green Dot”).
Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Commission. AGREEMENT FOR SERVICES BETWEEN GREEN DOT CORPORATION 605 E. Huntington Drive, Suite 205 Monrovia,...Agreement for Services • March 11th, 2010 • Green Dot Corp • Finance services • New York
General Terms and Conditions Attachments: TSYS Information Security Summary Subscriber Information Security Requirements Schedules: Processing Services Schedule
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • February 29th, 2012 • Green Dot Corp • Finance services • Delaware
This Voting Agreement and Irrevocable Proxy (the “Agreement”) is entered into as of February 24, 2012 by and between Mark T. Troughton (“Stockholder”) and Green Dot Corporation, a Delaware corporation (the “Company”).
WALMART MONEYCARD PROGRAM AGREEMENTWalmart Moneycard Program Agreement • August 9th, 2013 • Green Dot Corp • Finance services
This Amendment (this “Amendment”) to that certain Walmart MoneyCard Program Agreement, dated as of May 27, 2010 (the “Agreement”), is made as of this 14 day of March, 2013 (“Amendment Effective Date”), by and among (1) Wal-Mart Stores, Inc., Wal-Mart Stores Texas L.P., Wal-Mart Louisiana, LLC, Wal-Mart Stores Arkansas, LLC, and Wal-Mart Stores East, L.P., (each of the foregoing, individually and collectively, “Retailer”), (2) GE Capital Retail Bank (f/k/a/ GE Money Bank) (“Bank”), and (3) Green Dot Corporation (“Green Dot).
January 10, 2017Separation Agreement • February 1st, 2017 • Green Dot Corp • Finance services • Delaware
This letter (the “Agreement”) confirms the terms of your separation of employment with Green Dot Corporation and any of its subsidiaries (the “Company”).
SECOND MATERIAL TERMS AMENDMENT TO AGREEMENT FOR SERVICESAgreement for Services • August 9th, 2013 • Green Dot Corp • Finance services
THIS SECOND MATERIAL TERMS AMENDMENT TO AGREEMENT FOR SERVICES (this “Amendment”) is made and entered into as of February 20, 2013 (the “Amendment Effective Date”), by and between Total System Services, Inc., a Georgia corporation (“TSYS”) and Green Dot Corporation, a Delaware corporation (“Subscriber”).
Amendment To Wal-Mart MoneyCard Program Agreement dated as of May 27, 2010, by and among Green Dot Corporation and Wal-Mart Stores, Inc., Wal-Mart Stores Texas L.P., Wal-Mart Louisiana, LLC, Wal-Mart Stores Arkansas, LLC and Wal-Mart Stores East,...Walmart Moneycard Program Agreement • November 9th, 2012 • Green Dot Corp • Finance services
This Amendment (this “Amendment”) to that certain Walmart MoneyCard Program Agreement, dated as of May 27, 2010 (the “Agreement”), is made as of this 31st day of August, 2012 (“Amendment Effective Date”), by and among (1) Wal-Mart Stores, Inc., Wal-Mart Stores Texas L.P., Wal-Mart Louisiana, LLC, Wal-Mart Stores Arkansas, LLC, and Wal-Mart Stores East, L.P., (each of the foregoing, individually and collectively, “Retailer”), (2) GE Capital Retail Bank (f/k/a/ GE Money Bank) (“Bank”), and (3) Green Dot Corporation (“Green Dot”).
GREEN DOT CORPORATION NON-PLAN STOCK OPTION NOTICE AND AGREEMENT (INDUCEMENT AWARD) GRANT NUMBER: 1892Stock Option Agreement • June 23rd, 2014 • Green Dot Corp • Finance services • California
This Stock Option Agreement (this “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Green Dot Corporation, a Delaware corporation (the “Company”), and the optionee named below (“Optionee”). Capitalized terms not defined herein shall have the meaning ascribed to them in Section 26 or, if not defined therein, in the Company’s 2010 Equity Incentive Plan (the “Plan”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 27th, 2018 • Green Dot Corp • Finance services • New York
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT dated as of February 24, 2017 (this “Agreement”) is entered into among Green Dot Corporation, a Delaware corporation (the “Borrower”), the Guarantors, the Lenders party hereto, and Bank of America, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
SHARE EXCHANGE AGREEMENT dated as of December 8, 2011 among GREEN DOT CORPORATION, SEQUOIA CAPITAL FRANCHISE FUND, L.P., SEQUOIA CAPITAL USGF PRINCIPALS FUND IV L.P., SEQUOIA CAPITAL FRANCHISE PARTNERS, L.P. and SEQUOIA CAPITAL U.S. GROWTH FUND IV, L.P.Share Exchange Agreement • December 14th, 2011 • Green Dot Corp • Finance services • Delaware
SHARE EXCHANGE AGREEMENT (this “Agreement”) dated as of December 8, 2011 among Green Dot Corporation, a Delaware corporation (the “Company”), Sequoia Capital Franchise Fund, L.P., a Delaware limited partnership (“Sequoia Capital Franchise Fund”), Sequoia Capital USGF Principals Fund IV L.P., a Cayman Islands exempted limited partnership (“Sequoia Capital USGF Fund”), Sequoia Capital Franchise Partners, L.P., a Delaware limited partnership (“Sequoia Capital Franchise Partners”), and Sequoia Capital U.S. Growth Fund IV, L.P., a Cayman Islands exempted limited partnership (“Sequoia Capital US Growth Fund”; each of Sequoia Capital Franchise Fund, Sequoia Capital USGF Fund, Sequoia Capital Franchise Partners and Sequoia Capital US Growth Fund, a “Sequoia Fund”, and collectively, the “Sequoia Funds”).
