CREDIT AGREEMENT dated as of September 24, 2010 among NETSPEND HOLDINGS, INC. as the Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, and SUNTRUST BANK, as Administrative AgentCredit Agreement • September 28th, 2010 • NetSpend Holdings, Inc. • Finance services • New York
THIS CREDIT AGREEMENT (including all schedules and exhibits hereto, this “Agreement”) is made and entered into as of September 24, 2010, by and among NETSPEND HOLDINGS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (collectively, the “Lenders”) and SUNTRUST BANK (individually, “SunTrust”), as Administrative Agent, Issuing Bank and a Lender, with SUNTRUST ROBINSON HUMPHREY, INC., as Sole Book Manager and Sole Bookrunner.
Underwriting AgreementUnderwriting Agreement • September 28th, 2010 • NetSpend Holdings, Inc. • Finance services • New York
NetSpend Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [·] shares of Common Stock, par value $0.001 per share (“Stock”), of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [·] shares of Stock and, at the election of the Underwriters, up to [·] additional shares of Stock. The aggregate of [·] shares of Stock to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [·] additional shares to be sold by [the Company and the Selling Stockholders] is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collec
AGREEMENT AND PLAN OF MERGER DATED AS OF February 19, 2013 AMONG TOTAL SYSTEM SERVICES, INC., GENERAL MERGER SUB, INC. AND NETSPEND HOLDINGS, INC.Merger Agreement • February 19th, 2013 • NetSpend Holdings, Inc. • Finance services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 19, 2013, by and among Total System Services, Inc., a Georgia corporation (“Parent”); General Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”); and NetSpend Holdings, Inc., a Delaware corporation (the “Company”).
AMENDED AND RESTATED MANAGEMENT EMPLOYMENT AGREEMENTManagement Employment Agreement • September 21st, 2010 • NetSpend Holdings, Inc. • Finance services • Texas
THIS AMENDED AND RESTATED MANAGEMENT EMPLOYMENT AGREEMENT (this “Employment Agreement” or “Agreement”) is dated as of September 20, 2010 (the “Effective Date”), by and among NETSPEND CORPORATION, a Delaware corporation (the “Company”), NETSPEND HOLDINGS, INC., a Delaware corporation (“Holdings”), and Daniel Henry, an individual residing at (the “Executive”). Certain terms used herein are defined in Section 10.13 hereof.
SECOND AMENDED AND RESTATED CARD PROGRAM MANAGEMENT AGREEMENTCard Program Management Agreement • September 17th, 2010 • NetSpend Holdings, Inc. • Finance services • South Dakota
This Second Amended and Restated Card Program Management Agreement (the “Agreement”) dated as of February 1, 2010 is entered into by and between NetSpend Corporation whose address is 701 Brazos Street, Suite 1200, Austin, Texas 78701 (“Program Manager”) and MetaBank, dba Meta Payment Systems, whose address is 5501 S. Broadband Lane, Sioux Falls, South Dakota 57108 (“Bank”) (each of Bank and Program Manager, a “Party” and collectively, the “Parties”).
OFFICE LEASEOffice Lease • August 31st, 2010 • NetSpend Holdings, Inc. • Finance services
This Parking Agreement (the “Agreement”) is attached as an Exhibit to an Office Lease (the “Lease”) between CRESCENT REAL ESTATE FUNDING VIII, L.P., as Landlord, and NETSPEND CORPORATION, as Tenant, for the Premises, the Rentable Square Footage of which is 22,674 square feet, located on the 12th floor of the Building. Unless otherwise specified, all capitalized terms used in this Agreement shall have the same meanings as in the Lease.
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 21st, 2010 • NetSpend Holdings, Inc. • Finance services • Delaware
This Indemnification Agreement (“Agreement”) is entered into as of the day of , 2010 by and between NetSpend Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
RESTRICTED STOCK AGREEMENT PURSUANT TO THE AMENDED AND RESTATED NETSPEND HOLDINGS, INC.Restricted Stock Agreement • August 31st, 2010 • NetSpend Holdings, Inc. • Finance services • Delaware
REGISTRATION RIGHTS AGREEMENT By and Among NetSpend Holdings, Inc., NetSpend Corporation, and The Stockholders, as defined herein, Dated as of October 22, 2010Registration Rights Agreement • November 10th, 2010 • NetSpend Holdings, Inc. • Finance services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of October 22, 2010 by and among (i) NetSpend Holdings, Inc., a Delaware corporation (together with any successor thereto, the “Company”); (ii) NetSpend Corporation, a Delaware corporation and a wholly-owned subsidiary of the Company (“NetSpend”); and (iii) the stockholders identified on Schedule I hereto (together with any stockholders who join as parties pursuant to Section 3.13 of this Agreement, the “Stockholders” and each a “Stockholder”).
FOURTH AMENDED AND RESTATED INDEPENDENT AGENCY AGREEMENTIndependent Agency Agreement • September 17th, 2010 • NetSpend Holdings, Inc. • Finance services • Texas
THIS FOURTH AMENDED AND RESTATED INDEPENDENT AGENCY AGREEMENT (this “Agreement”) is entered into as of the 2nd day of June, 2008, to be effective as set forth in Section 37 below, by and between ACE Cash Express, Inc., a Texas corporation (“ACE”), and NetSpend Corporation, a Delaware corporation (“NetSpend”). ACE and NetSpend are collectively referred to in this Agreement as the “Parties.”
RESTRICTED STOCK AGREEMENT PURSUANT TO THE AMENDED AND RESTATED NETSPEND HOLDINGS, INC.Restricted Stock Agreement • November 2nd, 2012 • NetSpend Holdings, Inc. • Finance services • Delaware
MEMORANDUM OF UNDERSTANDING (ACE BASIC CARD and ACE ELITE CARD)Memorandum of Understanding • September 17th, 2010 • NetSpend Holdings, Inc. • Finance services
THIS MEMORANDUM OF UNDERSTANDING (this “MOU”) is entered into on September 9, 2010 (the “MOU Effective Date”), by and between ACE Cash Express, Inc. (“ACE”) and NetSpend Corporation (“NetSpend”). Reference is made to the Fourth Amended and Restated Independent Agency Agreement, dated as of June 2, 2008 (the “Agency Agreement”), by and between ACE and NetSpend. Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to such terms in the Agency Agreement.
SETTLEMENT AND LICENSE AGREEMENTSettlement and License Agreement • November 9th, 2012 • NetSpend Holdings, Inc. • Finance services • Texas
This Settlement and License Agreement (“Agreement”) is made and entered into as of November 5, 2012 (“Effective Date”) by and between Alexsam, Inc., a Texas corporation (“Alexsam”), NetSpend Holdings, Inc., a Delaware corporation (“Holdings”), and NetSpend Corporation, a Delaware corporation (“NetSpend”).
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT AND FIRST AMENDMENT TO PERFORMANCE-BASED OPTIONEmployment Agreement • October 10th, 2012 • NetSpend Holdings, Inc. • Finance services
FIRST AMENDMENT (this “Amendment”), dated as of October 5, 2012 (the “Effective Date”), to that certain Amended and Restated Management Employment Agreement, dated as of September 17, 2010 (the “Employment Agreement”), by and among NetSpend Corporation, a Delaware corporation (the “Company”), NetSpend Holdings, Inc., a Delaware corporation (“Holdings”), and Daniel R. Henry, an individual resident of the State of Kansas (the “Executive”), and to that certain Performance-Based Stock Option, granted March 11, 2008 (collectively with the Notice of Grant associated therewith, the “Option Agreement”).
FOURTH AMENDMENT TO OFFICE LEASEOffice Lease • August 31st, 2010 • NetSpend Holdings, Inc. • Finance services
THIS FOURTH AMENDMENT TO OFFICE LEASE DOCUMENT (this “Amendment”) dated March 13, 2009 is entered into by and between WTCC AUSTIN INVESTORS V, L.P., (“Landlord”), a Delaware limited partnership, and NETSPEND CORPORATION (“Tenant”), a Delaware corporation, with reference to the following:
ADDENDUM TO FOURTH AMENDED AND RESTATED INDEPENDENT AGENCY AGREEMENTIndependent Agency Agreement • May 3rd, 2013 • NetSpend Holdings, Inc. • Finance services
THIS ADDENDUM TO FOURTH AMENDED AND RESTATED INDPENDENT AGENCY AGREEMENT (this “Addendum”) is entered into as of May 1, 2012 by and between NETSPEND CORPORATION, a Delaware corporation (“NetSpend”), and ACE CASH EXPRESS, INC., a Texas corporation (“Agent”).
AMENDMENT NO. 1 TO MANAGEMENT EMPLOYMENT AGREEMENTManagement Employment Agreement • August 31st, 2010 • NetSpend Holdings, Inc. • Finance services
The Management Employment Agreement (the “Employment Agreement”), dated as of January 4, 2010 (the “Effective Date”), by and between NETSPEND CORPORATION, a Delaware corporation (the “Company”) and James DeVoglaer (the “Executive”), is hereby amended (this “Amendment”) as of this 20 day of April, 2010, as follows:
FORM OF AWARD AGREEMENT AMENDMENTAward Agreement Amendment • February 19th, 2013 • NetSpend Holdings, Inc. • Finance services
FORM OF FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 19th, 2013 • NetSpend Holdings, Inc. • Finance services
FIRST AMENDMENT (the “Amendment”), dated as of February 19, 2013 (the “Effective Date”), to that certain Management Employment Agreement, dated as of [DATE] (the “Employment Agreement”) by and among NetSpend Corporation, a Delaware corporation (the “Company”), and [EXECUTIVE], an individual resident of the State of [STATE NAME] (the “Executive”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 29th, 2013 • NetSpend Holdings, Inc. • Finance services
THIS FIRST AMENDMENT (this "Amendment") to the Agreement and Plan of Merger, dated as of February 19, 2013 (the "Agreement"), by and among Total System Services, Inc., a Georgia corporation ("Parent"), General Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Sub") and NetSpend Holdings, Inc., a Delaware corporation (the "Company" and, collectively with Parent and Sub, the "Parties"), is entered into as of May 29, 2013. Capitalized terms used but not otherwise defined in this Amendment, except as modified pursuant to this Amendment, shall have the respective meanings ascribed to such terms in the Agreement.
RESTRICTED STOCK AGREEMENT PURSUANT TO THE AMENDED AND RESTATED NETSPEND HOLDINGS, INC.Restricted Stock Agreement • February 14th, 2012 • NetSpend Holdings, Inc. • Finance services • Delaware
SECOND AMENDED AND RESTATED MANAGEMENT EMPLOYMENT AGREEMENTManagement Employment Agreement • August 8th, 2011 • NetSpend Holdings, Inc. • Finance services • Texas
THIS SECOND AMENDED AND RESTATED MANAGEMENT EMPLOYMENT AGREEMENT (this “Employment Agreement”) is dated as of June 20, 2011 (“Effective Date”) by and among NETSPEND CORPORATION, a Delaware corporation (the “Company”), NETSPEND HOLDINGS, INC., a Delaware corporation (“Holdings”), and Christopher T. Brown, an individual residing at (the “Executive”). Certain terms used herein are defined in Section 6(l) hereof.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • September 28th, 2010 • NetSpend Holdings, Inc. • Finance services • New York
THIS TRADEMARK SECURITY AGREEMENT (“Agreement”) is between (the “Grantor”), and SUNTRUST BANK (together with its successors and assigns, the “Administrative Agent”), acting in its capacity as Administrative Agent pursuant to that certain Credit Agreement dated as of September 24, 2010 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the Administrative Agent, and the Lenders.
MANAGEMENT EMPLOYMENT AGREEMENTManagement Employment Agreement • August 8th, 2011 • NetSpend Holdings, Inc. • Finance services • Texas
THIS MANAGEMENT EMPLOYMENT AGREEMENT (this “Employment Agreement”) is dated as of June 20, 2011 (the “Effective Date”) by and between NETSPEND CORPORATION, a Delaware corporation (the “Company”) and Steve Coleman, an individual residing at the address set forth on the signature page hereto (the “Executive”). Certain terms used herein are defined in Section 8(k) hereof.
FORM OF AWARD AGREEMENT AMENDMENTAward Agreement Amendment • May 3rd, 2013 • NetSpend Holdings, Inc. • Finance services
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • August 17th, 2011 • NetSpend Holdings, Inc. • Finance services • Delaware
SHARE EXCHANGE AGREEMENT (the “Agreement”), dated as of August 17, 2011, by and among JLL Partners Fund IV, L.P., a Delaware limited partnership (“JLL Fund IV”), JLL Partners Fund V, L.P., a Delaware limited partnership (“JLL Fund V” and, together with JLL Fund IV, “JLL”), and NetSpend Holdings, Inc., a Delaware corporation (“NetSpend”).
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • August 31st, 2010 • NetSpend Holdings, Inc. • Finance services
THIS SECOND AMENDMENT TO OFFICE LEASE (this “Amendment”) is entered by and between CRESCENT REAL ESTATE FUNDING VIII, L.P. (“Landlord”), a Delaware limited partnership, and NETSPEND CORPORATION (“Tenant”), a Delaware corporation, with reference to the following:
FIFTH AMENDMENT TO OFFICE LEASEOffice Lease • August 8th, 2011 • NetSpend Holdings, Inc. • Finance services
This Fifth Amendment to Office Lease (this “Amendment”) dated April 18, 2011, effective on the Fifth Amendment Commencement Date defined herein, is entered into by and between WTCC AUSTIN INVESTORS V, L.P., (“Landlord”), a Delaware limited partnership, and NETSPEND CORPORATION (“Tenant”), a Delaware corporation, with reference to the following:
THIRD AMENDMENT TO OFFICE LEASEOffice Lease • August 31st, 2010 • NetSpend Holdings, Inc. • Finance services
THIS THIRD AMENDMENT TO OFFICE LEASE DOCUMENT (this “Amendment”) dated 8/1/07 is entered into by and between WTCC AUSTIN INVESTORS V, L.P., (“Landlord”), a Delaware limited partnership, and NETSPEND CORPORATION (“Tenant”), a Delaware corporation, with reference to the following:
RESTRICTED STOCK AGREEMENT PURSUANT TO THE AMENDED AND RESTATED NETSPEND HOLDINGS, INC.Restricted Stock Agreement • February 14th, 2012 • NetSpend Holdings, Inc. • Finance services • Delaware
NETSPEND CORPORATION TERMINATION AND CONSULTING AGREEMENTTermination and Consulting Agreement • November 18th, 2011 • NetSpend Holdings, Inc. • Finance services • Texas
This Termination and Consulting Agreement (the “Agreement”) is made and entered into as of November 15, 2011 by and between NetSpend Corporation, a Delaware corporation (the “Company”), and Tom Cregan, an individual resident of the state of Texas (the “Consultant”).
SECOND ADDENDUM TO FOURTH AMENDED AND RESTATED INDEPENDENT AGENCY AGREEMENTIndependent Agency Agreement • May 3rd, 2013 • NetSpend Holdings, Inc. • Finance services
THIS SECOND ADDENDUM TO FOURTH AMENDED AND RESTATED INDPENDENT AGENCY AGREEMENT (this “Addendum”) is entered into on February 19, 2013 by and between NETSPEND CORPORATION, a Delaware corporation (“NetSpend”), and ACE CASH EXPRESS, INC., a Texas corporation (“ACE”).
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • August 31st, 2010 • NetSpend Holdings, Inc. • Finance services
THIS FIRST AMENDMENT TO OFFICE LEASE (this “Amendment”) is entered into as of the date set forth below Landlord’s signature (the “Effective Date”), by and between CRESCENT REAL ESTATE FUNDING VIII, L.P. (“Landlord”), a Delaware limited partnership, and NETSPEND CORPORATION (“Tenant”), a Delaware corporation, with reference to the following:
GUARANTY AGREEMENTGuaranty Agreement • September 28th, 2010 • NetSpend Holdings, Inc. • Finance services • New York
THIS GUARANTY AGREEMENT (this “Guaranty”) is issued as of September 24, 2010, by NETSPEND CORPORATION, a Delaware corporation (“NetSpend”), SKYLIGHT ACQUISITION I, INC., a Delaware corporation (“Skylight Parent”), SKYLIGHT FINANCIAL INC., a Delaware corporation (“Skylight Subsidiary”), NETSPEND PAYMENT SERVICES, INC., a Delaware corporation (“NPSI”; NetSpend, Skylight Parent, Skylight Subsidiary and NPSI, together with each other Subsidiary that becomes a Guarantor hereunder pursuant to Section 5.11 of the Credit Agreement (defined below), collectively, the “Guarantors” and each individually, a “Guarantor”) in favor of SUNTRUST BANK, as administrative agent (in such capacity, the “Administrative Agent”) on behalf of the Secured Parties (as defined below).
