0001047469-10-008167 Sample Contracts

AMENDED AND RESTATED MANAGEMENT EMPLOYMENT AGREEMENT
Management Employment Agreement • September 21st, 2010 • NetSpend Holdings, Inc. • Finance services • Texas

THIS AMENDED AND RESTATED MANAGEMENT EMPLOYMENT AGREEMENT (this “Employment Agreement” or “Agreement”) is dated as of September 20, 2010 (the “Effective Date”), by and among NETSPEND CORPORATION, a Delaware corporation (the “Company”), NETSPEND HOLDINGS, INC., a Delaware corporation (“Holdings”), and Daniel Henry, an individual residing at (the “Executive”). Certain terms used herein are defined in Section 10.13 hereof.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 21st, 2010 • NetSpend Holdings, Inc. • Finance services • Delaware

This Indemnification Agreement (“Agreement”) is entered into as of the day of , 2010 by and between NetSpend Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

REGISTRATION RIGHTS AGREEMENT By and Among NetSpend Holdings, Inc., NetSpend Corporation, and The Stockholders, as defined herein,
Registration Rights Agreement • September 21st, 2010 • NetSpend Holdings, Inc. • Finance services • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of , 2010 by and among (i) NetSpend Holdings, Inc., a Delaware corporation (together with any successor thereto, the “Company”); (ii) NetSpend Corporation, a Delaware corporation and a wholly-owned subsidiary of the Company (“NetSpend”); and (iii) the stockholders identified on Schedule I hereto (together with any stockholders who join as parties pursuant to Section 3.13 of this Agreement, the “Stockholders” and each a “Stockholder”).

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