FIRST AMENDMENT TO NINTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
EXHIBIT 4.02
FIRST AMENDMENT TO NINTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
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).
A. The Company and the Holders have previously entered into that certain Ninth Amended and
Restated Registration Rights Agreement dated as of May 27, 2010 (the “Registration Rights
Agreement”).
B. The Company is planning a firm commitment underwritten public offering pursuant to that
certain registration statement (Reg. No. 333-165081) under the Securities Act initially filed on
February 26, 2010, covering the offer and sale of Class A Common Stock by the stockholders
specified therein;
C. In connection with the Offering, the undersigned parties to the Registration Rights
Agreement desire to amend the Registration Rights Agreement to amend and restate Section 1.10
thereof; and
D. Section 5 of the Registration Rights Agreement provides that the Registration Rights
Agreement may be amended as contemplated hereby with the written consent of (i) the Company and
(ii) the holders of not less than 67% of the Registrable Shares outstanding. Accordingly, this
Amendment amends the Registration Rights Agreement, and is binding upon the Company and each
Holder, notwithstanding the failure of any Holder to execute this Agreement.
1. Amendment. Section 1.10 of the Registration Rights Agreement is hereby amended and restated as
follows:
1.10 The term “Qualified Initial Public Offering” means the earliest to occur of (A) the
consummation of a firm commitment underwritten public offering pursuant to that certain
registration statement (Reg. No. 333-165081) under the Securities Act initially filed on February
26, 2010, covering the offer and sale of Class A Common Stock by the stockholders specified therein
and (B) the consummation of a firm commitment underwritten public offering underwritten by a
nationally recognized investment bank approved by the Company and the holders of a majority of the
then outstanding Preferred Stock pursuant to an effective registration statement under the
Securities Act covering the offer and sale of Class A Common Stock to the public involving gross
proceeds to the Company of at least $25,000,000 (before deductions of underwriters commissions and
expenses) at a per share offering price of at least $2.48 (as adjusted for recapitalizations, stock
combinations, stock dividends, stock splits and the like).
2. Effective Date. This Amendment shall become effective without any further action on the date on
which the Company shall have received counterparts hereof duly executed by necessary parties as
required under Section 5 of the Registration Rights Agreement.
3. Full Force and Effect. The parties agree that all terms of the Registration Rights
Agreement not otherwise amended hereunder shall remain in full force and effect.
4. Counterparts. This Amendment may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one instrument.
5. Law. This Amendment shall be governed by and construed in accordance with the laws of the
State of California; provided, however, that if any California law or laws require or permit the
application of the laws of any other jurisdiction to this Amendment, such California law or laws
shall be disregarded with the effect that the remaining laws of the State of California shall
nonetheless apply.
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THE COMPANY GREEN DOT CORPORATION |
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By: | ||||
Xxxxx Xxxxxx, President | ||||
HOLDER | ||||
By: | ||||
Name: | ||||
Title: | Authorized Signatory | |||