0001047469-10-006467 Sample Contracts

SECOND AMENDED AND RESTATED CARD PROGRAM MANAGEMENT AGREEMENT
Program Management Agreement • July 15th, 2010 • NetSpend Holdings, Inc. • 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”).

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FOURTH AMENDED AND RESTATED INDEPENDENT AGENCY AGREEMENT
Independent Agency Agreement • July 15th, 2010 • NetSpend Holdings, Inc. • 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.”

CARD PROGRAM MANAGEMENT AGREEMENT
Management Agreement • July 15th, 2010 • NetSpend Holdings, Inc. • South Dakota

This Card Program Management Agreement (the “Agreement”) dated as of February 1, 2010 is entered into by and between Skylight Financial, Inc. whose address is 1455 Lincoln Parkway, Suite 600, Atlanta, Georgia 30346 (“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”).

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