0001047469-10-008142 Sample Contracts

AMENDED AND RESTATED MANAGEMENT EMPLOYMENT AGREEMENT
Management Employment Agreement • September 17th, 2010 • NetSpend Holdings, Inc. • Finance services • Texas

THIS AMENDED AND RESTATED MANAGEMENT EMPLOYMENT AGREEMENT (this “Employment Agreement”) is dated as of June 1, 2010 (the “Effective Date”) by and between NETSPEND CORPORATION, a Delaware corporation (the “Company”) and Tom Cregan, an individual residing at the address set forth on the signature page hereto (the “Executive”). Certain terms used herein are defined in Section 8(k) hereof.

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SECOND AMENDED AND RESTATED CARD PROGRAM MANAGEMENT AGREEMENT
Program Management Agreement • September 17th, 2010 • NetSpend Holdings, Inc. • Finance services • 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”).

FOURTH AMENDED AND RESTATED INDEPENDENT AGENCY AGREEMENT
Independent Agency Agreement • September 17th, 2010 • NetSpend Holdings, Inc. • Finance services • 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 • September 17th, 2010 • NetSpend Holdings, Inc. • Finance services • 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”).

MEMORANDUM OF UNDERSTANDING (ACE BASIC CARD and ACE ELITE CARD)
NetSpend Holdings, Inc. • September 17th, 2010 • Finance services

THIS MEMORANDUM OF UNDERSTANDING (this “MOU”) is entered into on September 9, 2010 (the “MOU Effective Date”), by and between ACE Cash Express, Inc. (“ACE”) and NetSpend Corporation (“NetSpend”). Reference is made to the Fourth Amended and Restated Independent Agency Agreement, dated as of June 2, 2008 (the “Agency Agreement”), by and between ACE and NetSpend. Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to such terms in the Agency Agreement.

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