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 16, 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.

     NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

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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     IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Ninth Amended and Restated Registration Rights Agreement as of the date first above written.

	THE COMPANY GREEN DOT CORPORATION
	By:	/s/ Xxxxx Xxxxxx
		Xxxxx Xxxxxx, President

     IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Ninth Amended and Restated Registration Rights Agreement as of the date first above written.

	HOLDER SEQUOIA CAPITAL FRANCHISE FUND SEQUOIA CAPITAL FRANCHISE PARTNERS
	By:	SCFF Management, LLC
		A Delaware Limited Liability Company
		General Partner of Each
	/s/ Xxxxxxx Xxxxxx
	Xxxxxxx Xxxxxx, Managing Member
	SEQUOIA CAPITAL IX SEQUOIA CAPITAL ENTREPRENEURS ANNEX FUND
	By:	SCIX.1 Management, LLC
		A Delaware Limited Liability Company
		General Partner of Each
	/s/ Xxxxxxx Xxxxxx
	Xxxxxxx Xxxxxx, Managing Member
	SEQUOIA CAPITAL U.S. GROWTH FUND IV, L.P.
	By:	SCGF IV Management, L.P.
		A Cayman Islands exempted limited partnership
		Its General Partner
	By:	SCGF GenPar, Ltd
		A Cayman Islands limited liability company
		Its General Partner
	By:	/s/ Xxxxxxx Xxxxxx
		Managing Director

     IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Ninth Amended and Restated Registration Rights Agreement as of the date first above written.

	HOLDER YKA PARTNERS LTD.
	By:	/s/ Xxxxxxx Xxxxxxx
		Xxxxxxx Xxxxxxx
		General Partner

     IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Ninth Amended and Restated Registration Rights Agreement as of the date first above written.

	XXXXXX XXXXX XXXXXXX XXXXX TRUST DATED OCTOBER 30, 1989
	By:	/s/ Xxxxx X. Xxxxx
		Xxxxx X. Xxxxx, Trustee

     IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Ninth Amended and Restated Registration Rights Agreement as of the date first above written.

	HOLDER TCV VII, L.P. a Cayman Islands exempted limited partnership, acting by its general partner Technology Crossover Management VII, L.P. a Cayman Islands exempted limited partnership, acting by its general partner Technology Crossover Management VII, Ltd. a Cayman Islands exempted company
	By:	/s/ Xxxxxxxx Xxxxxx
		Name:	Xxxxxxxx Xxxxxx
		Title:	Authorized Signatory
	TCV VII (A), L.P. a Cayman Islands exempted limited partnership, acting by its general partner Technology Crossover Management VII, L.P. a Cayman Islands exempted limited partnership, acting by its general partner Technology Crossover Management VII, Ltd. a Cayman Islands exempted company
	By:	/s/ Xxxxxxxx Xxxxxx
		Name:	Xxxxxxxx Xxxxxx
		Title:	Authorized Signatory
	TCV Member Fund, L.P. a Cayman Islands exempted limited partnership, acting by its general partner Technology Crossover Management VII, Ltd. a Cayman Islands exempted company
	By:	/s/ Xxxxxxxx Xxxxxx
		Name:	Xxxxxxxx Xxxxxx
		Title:	Authorized Signatory

     IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Ninth Amended and Restated Registration Rights Agreement as of the date first above written.

	XXXXXX XXXXXX CAPITAL V, L.P.
	by:	Tenaya Capital V GP, L.P., its General Partner
	By:	Tenaya Capital V GP, LLC, its General Partner
	By:	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	Managing Director
	TENAYA CAPITAL V-P, L.P.
	By:	Tenaya Capital V GP, L.P., its General Partner
	By:	Tenaya Capital V GP, LLC, its General Partner
	By:	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	Managing Director

     IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Ninth Amended and Restated Registration Rights Agreement as of the date first above written.

	/s/ Xxxxxxx X. Xxxxxx
	Xxxxxxx X. Xxxxxx, III
	XXXX X. XXXXXX & XXXXXXXX X. XXXXXX, AS JOINT TENANTS
	By:	/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx, III, Agent
	XXXXXXX X. XXXXXX, XX.
	By:	/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx, III, Agent
	XXXXXX XXXXX XXXXXX
	By:	/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx, III, Agent
	XXXXX XXXXXX XXXXXX
	By:	/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx, III, Agent
	SOPHIE XXXXX XXXXXX TRUST U/A 8/19/2003
	By:	/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx, III, Trustee
	XXXXX XXXXXXX SHIFKE TRUST U/A DATED 12/4/91
	By:	/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx, III, Trustee
	XXXXXXXXX XXXXXXXXX XXXXXX TRUST U/A DATED 4/11/91
	By:	/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx, III, Trustee

     IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Ninth Amended and Restated Registration Rights Agreement as of the date first above written.

	HOLDER
	/s/ Xxxxxx X. Xxxxxx
	Xxxxxx X. Xxxxxx
	XXXXXX XXXXXXX XXXXXX TRUST U/A DATED 10/27/94
	By:	/s/ Xxxxxx X. Xxxxxx
		Xxxxxx X. Xxxxxx, Trustee
	XXXXXX XXXXX XXXXXX TRUST U/A DATED 4/10/96
	By:	/s/ Xxxxxx X. Xxxxxx
		Xxxxxx X. Xxxxxx, Trustee
	XXXXXXX XXXXX XXXXXX TRUST U/A DATED 11/12/93
	By:	/s/ Xxxxxx X. Xxxxxx
		Xxxxxx X. Xxxxxx, Trustee
	XXXX XXXXX WIENER TRUST U/A DATED 12/11/98
	By:	/s/ Xxxxxx X. Xxxxxx
		Xxxxxx X. Xxxxxx, Trustee
	XXXXXX XXX XXXXXX TRUST U/A DATED 3/16/99
	By:	/s/ Xxxxxx X. Xxxxxx
		Xxxxxx X. Xxxxxx, Trustee

     IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Ninth Amended and Restated Registration Rights Agreement as of the date first above written.

	HOLDER
	/s/ Xxxx X. Xxxxx
	Xxxxxxx X. Xxxxxx, Xx., by Xxxx X. Xxxxx, Agent
	XXXXXXX X. XXXXXX, XX. FOUNDATION
	By:	/s/ Xxxxxx X. Xxxxxx
		Xxxxxx X. Xxxxxx, Vice President

     IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Ninth Amended and Restated Registration Rights Agreement as of the date first above written.

	HOLDER TTP FUND, LP
	By:	Total Technology Partners, LLC
	Its:	General Partner
	By:	/s/ Xxxxxxxx X. Xxxxxxx III
		Xxxxxxxx X. Xxxxxxx III,
		Managing Partner

     IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Ninth Amended and Restated Registration Rights Agreement as of the date first above written.

	HOLDER WAL-MART STORES, INC.
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	Vice President