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 (
