META FINANCIAL GROUP, INC. COMMON STOCK PAR VALUE $0.01 PER SHARE SALES AGENCY AGREEMENTSales Agency Agreement • December 17th, 2014 • Meta Financial Group Inc • Savings institution, federally chartered • New York
Meta Financial Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell from time to time through Sandler O’Neill & Partners, L.P., as sales agent (the “Agent” or “you”), shares of the common stock, par value $0.01 per share (“Common Stock”) of the Company, having an aggregate gross sales price of up to $26.0 million (the “Shares”) on the terms set forth in this agreement (this “Agreement”). The Company agrees that whenever it determines to sell the Shares directly to the Agent, as principal or otherwise, other than as set forth in Section 2 hereof, it will enter into a separate agreement, which will include customary terms and conditions consistent with the representations, warranties and provisions in this Agreement and which will be agreed upon by the parties thereto (each, a “Terms Agreement”).
