RECITALSSettlement Agreement • May 12th, 2006 • Meta Financial Group Inc • Savings institutions, not federally chartered • Indiana
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and is hereby effective as of this 27th day of January , 1997, by and between FIRST FEDERAL SAVINGS BANK OF THE MIDWEST, Fifth and Erie Streets, Storm Lake, Iowa 50588 (hereinafter...Employment Agreement • December 29th, 1997 • First Midwest Financial Inc • Savings institutions, not federally chartered • Iowa
META FINANCIAL GROUP, INC. TO ___________________________________________, Trustee INDENTURE Dated as of ___________, ___ 20__ SENIOR DEBT SECURITIESIndenture • June 29th, 2016 • Meta Financial Group Inc • Savings institution, federally chartered • New York
INDENTURE, dated as of ______ __, 20__ between Meta Financial Group, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 5501 South Broadband Lane, Sioux Falls, South Dakota, 57108, and ______________________________, as Trustee (herein called the “Trustee”).
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • September 26th, 2022 • Pathward Financial, Inc. • National commercial banks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 26th, 2022 • Pathward Financial, Inc. • National commercial banks • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of September 23, 2022 and is made by and among Pathward Financial, Inc., a Delaware corporation and registered bank holding company (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the “Purchasers”).
PATHWARD FINANCIAL, INC. As Issuer, and UMB BANK, N.A. As Trustee INDENTURE Dated as of September 23, 2022Indenture • September 26th, 2022 • Pathward Financial, Inc. • National commercial banks • New York
SECURITIES PURCHASE AGREEMENT by and between META FINANCIAL GROUP, INC. and NANTAHALA CAPITAL PARTNERS SI, LP December 7, 2015Securities Purchase Agreement • December 8th, 2015 • Meta Financial Group Inc • Savings institution, federally chartered • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 7, 2015, by and between Meta Financial Group, Inc., a Delaware corporation, with headquarters located at 5501 South Broadband Lane, Sioux Falls, South Dakota 57108 (the “Company”), and Nantahala Capital Partners SI, LP, a Delaware limited partnership (the “Buyer”). Certain defined terms used herein are listed in Section 9(a).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2015 • Meta Financial Group Inc • Savings institution, federally chartered • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 17, 2015, by and among Meta Financial Group, Inc., a Delaware corporation (the “Company”), and BEP IV LLC, a Delaware limited liability company, and BEP Investors LLC, a Delaware limited liability company (each, a “Buyer” and, collectively, the “Buyers”).
META FINANCIAL GROUP, INC. COMMON STOCK PAR VALUE $0.01 PER SHARE SALES AGENCY AGREEMENTSales Agency Agreement • December 17th, 2014 • Meta Financial Group Inc • Savings institution, federally chartered • New York
Meta Financial Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell from time to time through Sandler O’Neill & Partners, L.P., as sales agent (the “Agent” or “you”), shares of the common stock, par value $0.01 per share (“Common Stock”) of the Company, having an aggregate gross sales price of up to $26.0 million (the “Shares”) on the terms set forth in this agreement (this “Agreement”). The Company agrees that whenever it determines to sell the Shares directly to the Agent, as principal or otherwise, other than as set forth in Section 2 hereof, it will enter into a separate agreement, which will include customary terms and conditions consistent with the representations, warranties and provisions in this Agreement and which will be agreed upon by the parties thereto (each, a “Terms Agreement”).
Meta Financial Group, Inc. Underwriting AgreementUnderwriting Agreement • August 11th, 2016 • Meta Financial Group Inc • Savings institution, federally chartered • New York
Meta Financial Group, Inc., a Delaware corporation (the “Company”), confirms its agreement with Sandler O’Neill + Partners, L.P. (the “Underwriter”), subject to the terms and conditions stated herein, with respect to the issuance and sale by the Company and the purchase by the Underwriter of $75,000,000.00 in aggregate principal amount of the Company’s 5.75% Fixed-to-Floating Rate Subordinated Notes due August 15, 2026 (the “Securities”). The Securities are to be issued pursuant to an indenture to be dated as of August 15, 2016 (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture, to be dated as of August 15, 2016, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
FIRST AMENDMENT TO THE METABANK EMPLOYMENT AGREEMENT WITH BRADLEY C. HANSONEmployment Agreement • July 6th, 2009 • Meta Financial Group Inc • Savings institutions, not federally chartered
THIS AMENDMENT (the “Amendment”) is entered into on the date set forth on the signature page hereof by and between MetaBank (the “Company”) and Bradley C. Hanson (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 23rd, 2005 • Meta Financial Group Inc • Savings institutions, not federally chartered • Iowa
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this 24th day of October, 2005, by and between METABANK, 121 E. 5th Street, Storm Lake, Iowa 50588 (hereinafter referred to as the “Bank” whether in mutual or stock form) and Troy Moore III (the “Employee”), who resides at 14731 Lakeview Drive, Clive, Iowa 50325.
META FINANCIAL GROUP, INC. PERFORMANCE-BASED RESTRICTED STOCK AGREEMENTPerformance-Based Restricted Stock Agreement • December 6th, 2016 • Meta Financial Group Inc • Savings institution, federally chartered
This Restricted Stock Agreement (the “Agreement”) is hereby made and entered into as of December 2, 2016 by Meta Financial Group, Inc. (the “Corporation”) and Glen W. Herrick (the “Grantee”), in accordance with the Meta Financial Group, Inc. 2002 Omnibus Incentive Plan, as it may be amended from time to time (the “Plan”). Any capitalized term used but not defined in this Agreement shall have the meaning set forth in the Plan.
EMPLOYMENT AGREEMENTEmployment Agreement • December 6th, 2016 • Meta Financial Group Inc • Savings institution, federally chartered • South Dakota
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of October 1, 2016, by and between MetaBank, a federally chartered savings bank (the “Bank”), and Glen W. Herrick (“Officer”);
EMPLOYMENT AGREEMENTEmployment Agreement • November 30th, 2020 • Meta Financial Group Inc • National commercial banks • South Dakota
THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective as of October 1, 2020 (the “Effective Date”), is entered into by and among MetaBank, a federally chartered savings bank (the “Bank”), Meta Financial Group, Inc., a Delaware corporation (“Meta Financial”), and Bradley C. Hanson (“Officer”).
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • September 30th, 2016 • Meta Financial Group Inc • Savings institution, federally chartered • South Dakota
This Separation and General Release Agreement (“Agreement”) made as of September 30, 2016 by and among Troy Moore III (“Employee”), an individual; Meta Financial Group, Inc., a Delaware corporation; and MetaBank, a federally chartered savings bank (Meta Financial Group, Inc. and MetaBank are each referred to herein as the “Company”).
AMENDED AND RESTATED CONTRACT FOR DEFERRED COMPENSATIONContract for Deferred Compensation • July 6th, 2009 • Meta Financial Group Inc • Savings institutions, not federally chartered
This Amended and Restated Contract for Deferred Compensation Contract is made this 27th day of September, 2005, by and between MetaBank, Storm Lake, Iowa, First Party, hereinafter referred to as the Company; and James S. Haahr, Sioux Falls, South Dakota, Second Party.
EMPLOYMENT AGREEMENTEmployment Agreement • July 6th, 2009 • Meta Financial Group Inc • Savings institutions, not federally chartered • Iowa
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this 27th day of October, 2008, by and between MetaBank, 121 E. 5th Street, Storm Lake, Iowa 50588 (hereinafter referred to as the “Bank” whether in mutual or stock form) and David W. Leedom (the “Employee”), who resides at 305 Spyglass Drive, Sioux Falls, South Dakota 57105.
AGREEMENT FOR PURCHASE OF SELECTED ASSETS AND ASSUMPTION OF CERTAIN LIABILITIES OF THE SAC CITY, ODEBOLT AND LAKE VIEW OFFICES OF METABANKPurchase Agreement • January 11th, 2008 • Meta Financial Group Inc • Savings institutions, not federally chartered • Iowa
THIS AGREEMENT, dated as of January 31, 2007, by and between MetaBank, a financial institution chartered under the laws of the United States, having its principal place of business in Storm Lake, Iowa (the “Seller”), and Iowa State Bank, a financial institution chartered under the laws of the State of Iowa, presently having its principal place of business in Sac City, Iowa (the “Buyer”).
META FINANCIAL GROUP, INC. COMMON STOCK PAR VALUE $0.01 PER SHARE SALES AGENCY AGREEMENTSales Agency Agreement • June 10th, 2013 • Meta Financial Group Inc • Savings institution, federally chartered • New York
Meta Financial Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell from time to time through Sandler O’Neill & Partners, L.P., as sales agent (the “Agent” or “you”), shares of the common stock, par value $0.01 per share (“Common Stock”) of the Company, having an aggregate gross sales price of up to $20 million (the “Shares”) on the terms set forth in this agreement (this “Agreement”). The Company agrees that whenever it determines to sell the Shares directly to the Agent, as principal or otherwise other than as set forth in Section 2 hereof, it will enter into a separate agreement, which will include customary terms and conditions consistent with the representations, warranties and provisions in this Agreement and which will be agreed upon by the parties thereto (each, a “Terms Agreement”).
December 17, 2015Securities Purchase Agreement • December 17th, 2015 • Meta Financial Group Inc • Savings institution, federally chartered • New York
Reference is made to (i) that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of September 23, 2015, by and among Meta Financial Group, Inc., a Delaware corporation (the “Company”), BEP IV LLC, a Delaware limited liability company, and BEP Investors LLC, a Delaware limited liability company (collectively, the “Buyers”), and (ii) that certain letter agreement, dated as of September 28, 2012, by and between the Company and BEP Meta LLC, a Delaware limited liability company and an affiliate of the Buyers (the “2012 Buyer”), setting forth, among other things, certain rights granted by the Company to the 2012 Buyer in connection with its purchase of securities of the Company on the date thereof (the “Original Investor Rights Agreement”). Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Purchase Agreement.
ASSET PURCHASE AGREEMENT BY AND AMONG META FINANCIAL GROUP, INC., METABANK, AND SPECIALTY CONSUMER SERVICES LP Dated as of November 9, 2016Asset Purchase Agreement • November 10th, 2016 • Meta Financial Group Inc • Savings institution, federally chartered
Severance and General Release Agreement By and Between Scott Galit and MetaBank Dated February 8, 2010Severance Agreement • February 9th, 2010 • Meta Financial Group Inc • Savings institutions, not federally chartered • South Dakota
This Severance and General Release Agreement (“Agreement”) made this 8th day of February, 2010, by and between Scott Galit (“Employee”), an individual, and MetaBank (“Bank”), a corporation.
META FINANCIAL GROUP, INC. RESTRICTED STOCK AGREEMENT Non-Employee Directors Award In Lieu of Cash RetainerRestricted Stock Agreement • May 9th, 2022 • Meta Financial Group Inc • National commercial banks
You have been granted a Restricted Stock Award by Meta Financial Group, Inc. (the “Corporation”) subject to your acceptance of the terms herein. This Restricted Stock Award is granted by the Corporation in accordance with the Meta Financial Group, Inc. 2002 Omnibus Incentive Plan, as it may be amended from time to time (the “Plan”), and the following terms and conditions. Any capitalized term used but not defined in this Agreement shall have the meaning set forth in the Plan. By your electronic signature consenting to the Restricted Stock Award, you also agree that you have read and agree to be bound by the terms of this Agreement and the Plan and that you have been furnished a prospectus describing the Plan.
2 - 1. Grant of Performance Share Units. The Company hereby grants this Award of PSUs, pursuant to which, subject to the terms and conditions of this Award Agreement and the Plan, the Company will pay to the Grantee on the Settlement Date one (1)...Performance Share Unit Award Agreement • November 30th, 2020 • Meta Financial Group Inc • National commercial banks • South Dakota
META FINANCIAL GROUP, INC. (As Amended and Restated As Of November 24, 2014) PERFORMANCE SHARE UNIT AWARD AGREEMENTPerformance Share Unit Award Agreement • November 23rd, 2021 • Meta Financial Group Inc • National commercial banks • South Dakota
Pursuant to this Performance Share Unit Award Agreement (this “Award Agreement”), and subject to the terms and conditions herein and in the Meta Financial Group, Inc. Omnibus Incentive Plan (As Amended and Restated as of November 24, 2014) (the “Plan”), Meta Financial Group, Inc. (the “Company,” as defined in the Plan) grants an Award of performance share units (“PSUs”) under Section 5(d) of the Plan to the following identified Grantee with the following specified terms:
EMPLOYMENT AGREEMENTEmployment Agreement • April 20th, 2018 • Meta Financial Group Inc • Savings institution, federally chartered • South Dakota
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of January 9, 2018, by and between MetaBank, a federal savings bank examined and regulated by the Office of the Comptroller of the Currency (the “Bank” and, together with its successors and assigns, the “Company”), and Michael Goik (“Officer”);
PURCHASE AGREEMENTPurchase Agreement • February 8th, 2022 • Meta Financial Group Inc • National commercial banks • California
This Purchase Agreement (“Agreement”) is made and entered into as of December 7, 2021 (“Effective Date”), by and between MetaBank, N.A., a national banking association with an address of 5501 S. Broadband Lane, Sioux Falls, South Dakota 57108, together with its holding company Meta Financial Group, Inc., a Delaware corporation with an address of 5501 S. Broadband Lane, Sioux Falls, South Dakota 57108 (collectively, “MetaBank”), and Beige Key LLC, a Delaware limited liability company with an address of 251 Little Falls Drive, Wilmington, DE 19808 (“Assignee”). Assignee and MetaBank are referenced individually as a “Party” and collectively as the “Parties.”
STOCK PURCHASE AGREEMENT BY AND AMONG ANITA BANCORPORATION, META FINANCIAL GROUP, INC. AND METABANK WEST CENTRAL DATED AS OF NOVEMBER 27, 2007Stock Purchase Agreement • January 11th, 2008 • Meta Financial Group Inc • Savings institutions, not federally chartered • Iowa
THIS STOCK PURCHASE AGREEMENT is made this 27 day of November, 2007, by and among ANITA BANCORPORATION, an Iowa corporation (“Purchaser”), META FINANCIAL GROUP, INC., a Delaware corporation (“Seller”), and METABANK WEST CENTRAL, an Iowa state-chartered commercial bank (the “Bank”). Seller and the Bank are collectively referred to herein as the “Companies” and individually as a “Company.”
Non-Solicitation Agreement By and between Scott Galit and MetaBankNon-Solicitation Agreement • February 9th, 2010 • Meta Financial Group Inc • Savings institutions, not federally chartered • South Dakota
This Non-Solicitation Agreement is dated February 8, 2010, by and between Scott Galit (“Employee”) and MetaBank (“MetaBank”), a corporation.
SEVERANCE AND GENERAL RELEASE AGREEMENTSeverance Agreement • May 3rd, 2021 • Meta Financial Group Inc • National commercial banks • Missouri
This Severance and General Release Agreement (“Agreement”) is by and between Sheree S. Thornsberry (“Employee”), an individual, and MetaBank, N.A. (“Bank” or “MetaBank”), a federally chartered bank.
META FINANCIAL GROUP, INC. RESTRICTED STOCK AGREEMENT Non-Employee Directors Annual Equity AwardRestricted Stock Agreement • May 9th, 2022 • Meta Financial Group Inc • National commercial banks
You have been granted a Restricted Stock Award by Meta Financial Group, Inc. (the “Corporation”) subject to your acceptance of the terms herein. This Restricted Stock Award is granted by the Corporation in accordance with the Meta Financial Group, Inc. 2002 Omnibus Incentive Plan, as it may be amended from time to time (the “Plan”), and the following terms and conditions. Any capitalized term used but not defined in this Agreement shall have the meaning set forth in the Plan. By your electronic signature consenting to the Restricted Stock Award, you also agree that you have read and agree to be bound by the terms of this Agreement and the Plan and that you have been furnished a prospectus describing the Plan.
FORM OF META FINANCIAL GROUP, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 2nd, 2016 • Meta Financial Group Inc • Savings institution, federally chartered
This restricted stock award is hereby granted on ________________ by Meta Financial Group, Inc. (the “Corporation”) to ________________ (the “Grantee”) in accordance with the Meta Financial Group, Inc. 2002 Omnibus Incentive Plan, as it may be amended from time to time (the “Plan”), and the following terms and conditions. Any capitalized term used but not defined in this Agreement shall have the meaning set forth in the Plan.
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • December 17th, 2020 • Meta Financial Group Inc • National commercial banks • South Dakota
This Independent Contractor Agreement (“Agreement”) is made as of December 14, 2020 (the “Effective Date”), by and between MetaBank, N.A. (“MetaBank”), and Michael Goik (“Contractor”) (MetaBank and Contractor, each, a “Party” and, collectively, the “Parties”).
PATHWARD FINANCIAL, INC. AND SUBSIDIARIES Unaudited Pro Forma Consolidated Financial StatementsAsset Purchase and Sale Agreement • November 1st, 2024 • Pathward Financial, Inc. • National commercial banks
On August 28, 2024, Pathward, N.A. (“Pathward”) a wholly owned subsidiary of Pathward Financial Inc. ( the “Company”) entered into an Asset Purchase and Sale Agreement (the “Purchase Agreement”) with Honor Capital Corporation, a Florida corporation (“Purchaser”), the successor by assignment to AFS IBEX Financial Services, LLC and Honor Capital Holdings, LLC as guarantor (“Guarantor”), pursuant to which Pathward agreed to sell to the Purchaser (the “Transaction”) substantially all of the assets and liabilities related to Pathward’s commercial insurance premium finance business (the “Business”). The sale closed on October 31, 2024.
