Exhibit 4.1


 




 





REGISTRATION RIGHTS
AGREEMENT


 


By and Among


 


NetSpend Holdings, Inc.,


 


NetSpend Corporation,


 


and


 


The Stockholders, as defined herein,


 


Dated as of October 22, 2010




 


 





 

















 


TABLE OF CONTENTS


 


	
  REGISTRATION
  RIGHTS AGREEMENT

  	
  1

  
	
   

  	
   

  
	
  ARTICLE I
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1.

  	
  CONSTRUCTION OF TERMS

  	
  1

  
	
  SECTION 1.2.

  	
  NUMBER OF SHARES OF STOCK

  	
  1

  
	
  SECTION 1.3.

  	
  DEFINED TERMS

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II
  REGISTRATION RIGHTS

  	
  4

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1.

  	
  DEMAND REGISTRATION

  	
  4

  
	
  SECTION 2.2.

  	
  PIGGYBACK REGISTRATION

  	
  7

  
	
  SECTION 2.3.

  	
  FURTHER OBLIGATIONS OF THE COMPANY

  	
  7

  
	
  SECTION 2.4.

  	
  INDEMNIFICATION; CONTRIBUTION

  	
  10

  
	
  SECTION 2.5.

  	
  RULE 144 AND RULE 144A

  	
  11

  
	
  SECTION 2.6.

  	
  MOST FAVORED NATIONS

  	
  11

  
	
  SECTION 2.7.

  	
  MERGERS, ETC.

  	
  12

  
	
  SECTION 2.8.

  	
  NO CONFLICT OF RIGHTS

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE III
  GENERAL

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1.

  	
  AMENDMENTS, WAIVERS AND CONSENTS

  	
  12

  
	
  SECTION 3.2.

  	
  GOVERNING LAW

  	
  13

  
	
  SECTION 3.3.

  	
  SECTION HEADINGS

  	
  13

  
	
  SECTION 3.4.

  	
  COUNTERPARTS

  	
  13

  
	
  SECTION 3.5.

  	
  NOTICES AND DEMANDS

  	
  13

  
	
  SECTION 3.6.

  	
  SUBMISSION TO JURISDICTION; VENUE

  	
  13

  
	
  SECTION 3.7.

  	
  REMEDIES; SEVERABILITY

  	
  14

  
	
  SECTION 3.8.

  	
  WAIVER OF JURY TRIAL

  	
  14

  
	
  SECTION 3.9.

  	
  INTEGRATION

  	
  14

  
	
  SECTION 3.10.

  	
  EFFECTIVENESS; BINDING EFFECT

  	
  14

  
	
  SECTION 3.11.

  	
  FURTHER ASSURANCES

  	
  14

  
	
  SECTION 3.12.

  	
  TERM

  	
  14

  
	
  SECTION 3.13.

  	
  JOINDER AGREEMENT

  	
  15

  
	
   

  	
   

  	
   

  
	
  SCHEDULE I - STOCKHOLDERS

  	
   

  



 


i

















 


REGISTRATION
RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is
made as of October 22, 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”).


 


RECITALS


 


WHEREAS, the parties hereto are parties to that certain
Amended and Restated Stockholders’ Agreement, dated as of July 15, 2008,
as amended (the “Stockholders’ Agreement”);


 


WHEREAS, pursuant to Section 6.14 of the
Stockholders’ Agreement, certain provisions thereof are terminated effective
upon the closing of the Company’s Initial Public Offering (as defined in the
Stockholders’ Agreement);


 


WHEREAS, the Company has filed a registration statement on Form S-1
for the initial public offering of its Common Stock (the “IPO”), which
will constitute an Initial Public Offering for purposes of the Stockholders’
Agreement; and


 


WHEREAS, the Company and the requisite parties desire to
amend and restate the Stockholders’ Agreement in its entirety effective upon
the closing of the IPO in order to (i) eliminate the provisions that
terminate upon the consummation of the IPO in accordance with Section 6.14
of the Stockholders Agreement, (ii) rename the Stockholders’ Agreement a “Registration
Rights Agreement” and (iii) make certain other amendments to the
Stockholders Agreement, which agreement is evidenced by their execution hereof.


 


AGREEMENT


 


NOW THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements hereinafter set forth, the parties hereto agree
as follows:


 


ARTICLE I


 


DEFINITIONS


 


Section 1.1.                                Construction of Terms.  As used herein,
the masculine, feminine or neuter gender, and the singular or plural number,
shall be deemed to be or to include the other genders or number, as the case
may be, whenever the context so indicates or requires.  The word “including” as used herein shall be
deemed to mean “including without limitation.”


 


Section 1.2.                                Number of Shares of Stock.  Whenever any
provision of the Agreement calls for any calculation based on a number of
shares of Common Stock held by a Stockholder, the number of shares deemed to be
held by a Stockholder shall be (i) the total number of shares of Common
Stock then owned by such Stockholder, plus (ii) the total number of shares
of Common Stock issuable upon conversion of any convertible securities of the
Company or 


 


1

















 


exercise
of any options, warrants or subscription rights granted or issued by the
Company then owned by such Stockholder (all on an as exercised and/or as
converted basis).


 


Section 1.3.                                Defined Terms.  The following
capitalized terms, as used in this Agreement, shall have the meanings set forth
below:


 


“Agreement” shall have the
meaning set forth in the Preamble.


 


“automatic shelf registration statement”
shall have the meaning set forth in Section 2.3(b).


 


“Board of Directors” means the Board
of Directors of the Company.


 


“Calculated on a fully diluted basis”
means, when used with reference to Common Stock, calculated on a pro forma
basis assuming the conversion and exchange of all securities convertible into
or exchangeable for shares of Common Stock, and the exercise of all options,
warrants and other rights to purchase shares of Common Stock or such
convertible or exchangeable securities.


 


“Commission” means the Securities
and Exchange Commission.


 


“Common Stock” means the
Common Stock, par value $0.001 per share, of the Company, and any other shares
of stock issued or issuable with respect thereto (whether by way of a stock
dividend or stock split or in exchange for or in replacement of or upon
conversion of such shares or otherwise in connection with a combination of shares,
recapitalization, merger, consolidation or other corporate reorganization).


 


“Company”  shall have the meaning set
forth in the Preamble.


 


“Controlling Person” shall have the
meaning set forth in Section 2.4(a)(i).


 


“Damages” shall have the meaning set
forth in Section 2.4(a)(i).


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.


 


“Form S-3 Registration” shall
have the meaning set forth in Section 2.1(b).


 


“Holders” means Stockholders holding
Registrable Securities.


 


“Initial Public Offering” means the
first firm commitment underwritten public offering for shares of Common Stock
pursuant to an effective registration statement under the Securities Act with
aggregate gross proceeds of at least $25,000,000.


 


“Investor”  and “Investors”  shall have the meaning set forth in
the Preamble.


 


“JLL” means Skylight Holdings until
such time as JLL Partners Fund V, L.P. and JLL Partners Fund IV, L.P. have
executed a Joinder Agreement, and thereafter Skylight Holdings, JLL Partners
Fund V, L.P. and JLL Partners Fund IV, L.P.


 


2

















 


“JLL Investors” means JLL and the
equityholders of Skylight Holdings as of the date hereof.


 


“NetSpend”  shall have the meaning set
forth in the Preamble.


 


“Oak Investors” means Oak Investment
Partners X Fund, Limited Partnership and Oak X Affiliates Fund, L.P.


 


“Person” means an individual or
group of individuals, a corporation, an association, a partnership, a limited
or general limited liability company, an estate, a trust, and any other entity
or organization, governmental or otherwise.


 


“Registrable Securities” means (i) any
shares of Common Stock held by a Stockholder (as determined in accordance with Section 1.2
hereof) and (ii) any securities issued and issuable with respect to any
such shares described in clause (i) above by way of a stock
dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization; provided,
however, that notwithstanding anything to the contrary contained herein,
“Registrable Securities” shall not include at any time securities (a) sold
in a registered sale pursuant to an effective registration statement under the
Securities Act, (b) sold to the public pursuant to Rule 144 under the
Securities Act, (c) which could be sold pursuant to Rule 144 (or any
successor rule) under the Securities Act without limitation or restriction, (d) which
could be sold completely by any owner thereof within a three (3) month
period under provisions of Rule 144 under the Securities Act or (e) sold
in a private transaction in which the Transferee’s rights under Article II
of this Agreement are not assigned.


 


“S-3 Stockholders” shall have the
meaning set forth in Section 2.1(b).


 


“Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.


 


“Securities” means Common Stock and
any other shares of capital stock of the Company, and any securities convertible
into or exchangeable for such capital stock, and any options (including options
issued to Stockholders), warrants or other rights to acquire such capital stock
or securities of the Company, now or hereafter held by any party hereto,
including all other securities of the Company (or a successor to the Company)
received on account of ownership of Common Stock, including all securities
issued in connection with any merger, consolidation, stock dividend, stock
distribution, stock split, reverse stock split, stock combination,
recapitalization, reclassification, subdivision, conversion or similar
transaction in respect thereof.


 


“Selling Holder” shall have the
meaning set forth in Section 2.4(a)(i).


 


“Significant
Stockholder” means each Stockholder (i) that holds
in excess of 450,000 shares of Common Stock (such number to be adjusted to
reflect any reclassification, stock split, reverse stock split or similar
transaction which changes the number of outstanding shares of Common Stock
after the date hereof) and (ii) is an “accredited investor” as defined in Rule 501(a) of
Regulation D under the Securities Act; provided that, for purposes of the
definition of Significant Stockholder, the JLL Investors shall be deemed to be
a single stockholder.


 


3

















 


“Skylight
Holdings” means Skylight Holdings I, LLC.


 


“Stockholder” and “Stockholders”
shall have the meaning set forth in the Preamble.


 


“Transfer” means any direct or
indirect transfer, donation, sale, assignment, pledge, hypothecation, grant of
a security interest in or other disposal of all or any portion of a Security or
of any rights thereunder


 


“Transferee” means the recipient of
a Transfer.


 


“WKSI” shall have the meaning set
forth in Section 2.3(b).


 


ARTICLE II


 


REGISTRATION RIGHTS


 


Section 2.1.                                Demand Registration.


 


(a)          Oak Investor and JLL Investor Demand Registration Rights.


 


(i)                                     At any time after the date that is one hundred eighty (180) days after
the Initial Public Offering pursuant to an effective registration statement
under the Securities Act, the Oak Investors may request that the Company
register under the Securities Act at least 15% of the Registrable Securities
held by the Oak Investors. 
Notwithstanding the foregoing, (i) if the Board of Directors
determines in good faith that any such registration would be materially
detrimental to the Company, the Company may defer such registration for no more
than one hundred twenty (120) days in any twelve (12) month period and (ii) the
Company shall not be obligated to effect such a registration during any period
beginning sixty (60) days prior to the estimated filing date and ending one
hundred and eighty (180) days after the effective date of any registration
statement under the Securities Act registering the offer and sale of shares of
Common Stock by the Company.


 


(ii)                                  At any time after the date that is one hundred eighty (180) days after
the Initial Public Offering pursuant to an effective registration statement
under the Securities Act, JLL may request that the Company register under the
Securities Act at least 15% of the Registrable Securities held by the JLL
Investors.  Notwithstanding the
foregoing, (i) if the Board of Directors determines in good faith that any
such registration would be materially detrimental to the Company, the Company
may defer such registration for no more than one hundred twenty (120) days in
any twelve (12) month period and (ii) the Company shall not be obligated
to effect such a registration during any period beginning sixty (60) days prior
to the estimated filing date and ending one hundred and eighty (180) days after
the effective date of any registration statement under the Securities Act
registering the offer and sale of shares of Common Stock by the Company.


 


(iii)                               If a requested registration pursuant to this Section 2.1(a) involves
an underwritten public offering and if the underwriter(s) determines that
marketing factors require a limitation on the number of Registrable Securities
to be offered, the Company shall not be required to register Registrable
Securities of the Holders in excess of the amount, if any, of 


 


4

















 


shares of the capital
stock which the principal underwriter of such underwritten offering shall
reasonably and in good faith agree to include in such offering in addition to
any amount to be registered for the account of the Company.  If any limitation of the number of shares of
Registrable Securities to be registered by the Holders is required pursuant to
this Section 2.1(a)(iii), the number of shares to be excluded shall
be determined in the following sequence (i.e., the shares listed first will be
excluded first):  (1) first, shares
of Common Stock held by any Persons not having contractual, piggyback
registration rights, (2) second, shares of Common Stock held by any
Persons (other than Holders) having contractual, piggyback registration rights
other than those set forth in Section 2.2, (3) third, the
Registrable Securities sought to be included by Holders thereof under Section 2.2,
but not including either the Oak Investors or the JLL Investors in the case of
a registration by the Company made pursuant to a registration demand of either
the Oak Investors or JLL under this Section 2.1, as determined on a
pro rata basis (based upon the respective number of Registrable Securities
requested by each Holder to be included in such registration), (4) fourth,
shares of Common Stock held by the Oak Investors and the JLL Investors in the
case of a registration by the Company made pursuant to a registration demand
registration of either the Oak Investors or JLL under this Section 2.1
(based upon the respective number of Registrable Securities requested by each
such Holder to be included in such registration), and (5) fifth, shares of
Common Stock to be sold by the Company.


 


(b)         Form S-3 Registration.


 


(i)                                     After the Company’s Initial Public Offering, the Company shall use its
best efforts to qualify and remain qualified to register securities on Form S-3
(or any successor form) under the Securities Act.  So long as the Company is qualified to
register securities on Form S-3 (or any successor form), any Significant
Stockholder (collectively, the “S-3 Stockholders”) shall have the right
to request on any number of occasions registration on Form S-3 (or any
successor form) for the Registrable Securities having anticipated gross
proceeds of at least at $500,000 held by such S-3 Stockholders, including
registrations for the sale of such Registrable Securities on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act; provided,
however, that the Company will only be required to file two (2) such
Form S-3 registrations in any twelve (12) month period (a “Form S-3
Registration”).  Notwithstanding the
foregoing, (A) if the Board of Directors determines in good faith that any
such registration would be materially detrimental to the Company, the Company
may defer such registration for no more than ninety (90) days in any twelve
(12) month period, and (B) the Company shall not be obligated to effect
such a registration during any period beginning sixty (60) days prior to the
estimated filing date and ending one hundred and eighty (180) days after the
effective date of any registration statement under the Securities Act
registering the offer and sale of shares of Common Stock by the Company (other
than a registration statement on Form S-4 or Form S-8, to which this
clause (B) shall not apply).


 


(ii)                                  Following a request pursuant to Section 2.1(b)(i) above,
the Company will notify all of the Holders who would be entitled to notice of a
proposed registration under Section 2.2 below and any other holder
of piggyback registration rights of its receipt of such notification from an
S-3 Stockholder(s).  Upon the written
request of any such Holder or other holder of the Company’s Securities
delivered to the Company within twenty (20) days after receipt from the Company
of such notification, the Company will either (i) elect to make a primary
offering, in which case the rights of such Holders shall be as set forth in Section 2.2



 


5

















 


below (in which case the
registration shall not count as of the S-3 Stockholders’ permitted Form S-3
Registration hereunder), or (ii) use its best efforts to cause such of the
Registrable Securities as may be requested by any Holders and any other holders
of piggyback registration rights to be registered under the Securities Act in
accordance with the terms of this Section 2.1(b).  If the request for registration contemplates
an underwritten public offering, the Company shall state such in the written
notice and in such event the right of any Person to participate in such
registration shall be conditioned upon their participation in such underwritten
public offering and the inclusion of their Securities in the underwritten
public offering to the extent provided herein.


 


(iii)                               If a requested registration pursuant to this Section 2.1(b) involves
an underwritten public offering and the managing underwriter of such offering
determines in good faith that the number of securities sought to be offered
should be limited due to market conditions, then the number of securities to be
included in such underwritten public offering shall be reduced to a number
deemed satisfactory by such managing underwriter, provided that the shares to
be excluded shall be determined in the following sequence (i.e., the shares
listed first will be excluded first):  (1) first,
shares of Common Stock held by any other Persons (other than the Holders of
Registrable Securities) having a contractual, piggyback right to include such
securities in the registration statement, (2) second, shares sought to be
registered by the Company and (3) third, Registrable Securities of Holders
(based upon the respective number of Registrable Securities requested by each
Holder to be included in such registration). 
If there is a reduction of the number of Registrable Securities pursuant
to clause (3), such reduction shall be made on a pro rata basis (based upon the
aggregate number of shares of Registrable Securities held by each such Holder
(calculated in accordance with Section 1.2 above)), and, if the
number of Holders’ Registrable Shares included in such registration is reduced
by 25% or more of the number requested for registration, the registration shall
not count as the S-3 Stockholders’ permitted Form S-3 Registration
hereunder.


 


(iv)                              The Company may postpone the filing of any registration statement
required under this Section 2.1(b) for a reasonable period of
time, not to exceed ninety (90) days in the aggregate during any twelve (12)
month period, if the Company has been advised by legal counsel that such filing
would require a special audit or the disclosure of a material impending
transaction or other matter and Board of Directors determines reasonably and in
good faith that such disclosure would have a material adverse effect on the
Company.  The Company shall not be
required to cause a registration statement requested pursuant to this Section 2.1(b) to
become effective prior to one hundred eighty (180) days following the effective
date of a registration statement initiated by the Company if the request for
registration has been received by the Company subsequent to the giving of
written notice by the Company, made in good faith, to the S-3 Stockholders that
the Company is commencing to prepare a Company-initiated registration statement
(other than a registration effected solely to implement an employee benefit
plan or a transaction to which Rule 145 or any other similar rule under
the Securities Act is applicable); provided, however, that the
Company shall use its best efforts to achieve such effectiveness promptly
following such period.


 


(c)          Participation in Underwritten Offerings.  No Holder may participate in any underwritten
offering hereunder unless such Holder (i) agrees to sell such Holder’s
Common Stock on the basis provided in any underwriting arrangements approved by
the persons who have selected the underwriter (it being understood any such
arrangements shall be customary for 


 


6

















 


registered secondary
offerings) and (ii) accurately completes in a timely manner and executes
all questionnaires, powers of attorney, underwriting agreements and other
documents customarily required under the terms of such underwriting
arrangements; provided,  however,
that no Holder will be required to provide representations and warranties or
indemnities in any such underwriting agreement that are not customary for
investors of its type in such transaction. 
The underwriter for any underwritten registration pursuant to this Section 2.1
shall be selected by the holders of a majority of the Registrable Securities
being registered and shall be reasonably acceptable to the Company.


 


Section 2.2.                                Piggyback Registration.  If, at any time or times following the
effective date of this Agreement, the Company shall seek to register any shares
of Common Stock under the Securities Act for offer or sale to the public,
whether for its own account or for the account of others (except with respect
to registration statements on Form S-4, S-8 or another form not available
for registering the Registrable Securities for sale, but expressly including a Form S-3
Registration pursuant to Section 2.1(b) above), the Company will
promptly give written notice thereof to the Holders.  If within twenty (20) days after their
receipt of such notice, one or more Holder or Holders request the inclusion of
some or all of the Registrable Securities owned by them in such registration,
the Company will use best efforts to effect the registration under the
Securities Act of the offer and sale of all such Registrable Securities.  The Holders’ registration rights arising
under this Section 2.2 as a result of any registration pursuant to Section 2.1
shall be subject to the conditions, obligations and limitations provided in Section 2.1
related to such registration.


 


Section 2.3.                                Further Obligations of the Company.


 


(a)          General Obligations Upon Registration.  Whenever the Company is required hereunder to
register any Registrable Securities, it agrees that it shall also do the
following:


 


(i)                                     Pay all expenses of such registrations and offerings (exclusive of
underwriting discounts and commissions) and the reasonable fees and expenses of
not more than one independent counsel for the Holders or the S-3 Stockholders
(as the case may be) (as satisfactory to the Holders or the S-3 Stockholders
(as the case may be) holding not less than 50.1% of the Registrable Securities
being registered thereby) in connection with any registrations pursuant to Sections
2.1(a), 2.1(b) or 2.2;


 


(ii)                                  Use its best efforts diligently to prepare and file with the Commission a
registration statement and such amendments and supplements to said registration
statement and the prospectus used in connection therewith as may be necessary
to keep said registration statement effective until the Holder(s) or the
S-3 Stockholder(s) (as the case may be) have completed the distribution
described in the registration statement relating thereto (but for no more than
nine (9) months) and to comply with the provisions of the Securities Act
with respect to the sale of securities covered by said registration statement
for such period;


 


(iii)                               Furnish to each selling Holder or the S-3 Stockholder (as the case may
be) such copies of each preliminary and final prospectus and such other
documents as such Holder or S-3 Stockholder may reasonably request to
facilitate the public offering of his, her or its Registrable Securities;


 


7
















 


(iv)          Enter into any reasonable underwriting
agreement required by the proposed underwriter, if any, in such form and
containing such terms as are customary; provided, however, that
no Holder or S-3 Stockholder (as the case may be) shall be required to make any
representations or warranties other than with respect to his, her or its title
to the Registrable Securities and with respect to any written information
provided by the Holder or the S-3 Stockholder to the Company specifically for
use in the registration statement, and if the underwriter requires that
representations or warranties be made and that indemnification be provided, the
Company shall make all such representations and warranties and provide all such
indemnities, including, without limitation, in respect of the Company’s
business, operations and financial information and the disclosures relating
thereto in the prospectus;


 


(v)           Use its best efforts to register or
qualify the securities covered by said registration statement under the
securities or “blue sky” laws of such jurisdictions as any selling Holder or
S-3 Stockholder (as the case may be) may reasonably request; provided,
that the Company shall not be required to register or qualify the securities in
any jurisdictions in which such registration or qualification would require it
to qualify to do business therein;


 


(vi)          Immediately notify each selling Holder
or S-3 Stockholder (as the case may be), at any time when a prospectus relating
to his, her or its Registrable Securities is required to be delivered under the
Securities Act, of the happening of any event as a result of which such
prospectus contains an untrue statement of a material fact or omits any
material fact necessary to make the statements therein not misleading, and, at
the request of any such selling Holder or S-3 Stockholder, prepare a supplement
or amendment to such prospectus so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus will not contain any
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which such statements were made, not misleading;


 


(vii)         Cause all such Registrable Securities
to be listed on each securities exchange or quotation system on which similar
securities issued by the Company are then listed or quoted;


 


(viii)        Otherwise use its best efforts to comply
with the securities laws of the United States and other applicable
jurisdictions and all applicable rules and regulations of the Commission
and comparable governmental agencies in other applicable jurisdictions and make
generally available to its stockholders, in each case as soon as practicable,
but not later than forty five (45) days after the close of the period covered
thereby, an earnings statement of the Company which will satisfy the provisions
of Section 11(a) of the Securities Act;


 


(ix)           Obtain and furnish to each selling
Holder or S-3 Stockholder (as the case may be), immediately prior to the
effectiveness of the registration statement (and, in the case of an
underwritten offering, at the time of delivery of any Registrable Securities
sold pursuant thereto), a comfort letter from the Company’s independent public
accountants in customary form and covering such matters of the type customarily
covered by cold comfort letters as the Holders or the S-3 Stockholders of a
majority of the Registrable Securities being sold may reasonably request; and


 


8

















 


(x)            Otherwise cooperate with the
underwriter or underwriters, the Commission and other regulatory agencies and
take all actions and execute and deliver or cause to be executed and delivered
all documents necessary to effect the registration of any Registrable Securities
under this Article II.


 


(b)   Shelf Registration.


 


(i)            To the extent the Company is a
well-known seasoned issuer (as defined in Rule 405 under the Securities
Act) (a “WKSI”) at the time any request for registration pursuant to Section 2.1
or 2.2 is submitted to the Company, and such request for registration
requests that the Company file an automatic shelf registration statement (as
defined in Rule 405 under the Securities Act) (an “automatic shelf
registration statement”) on Form S-3 or any comparable or successor
form, the Company shall file an automatic shelf registration statement which
covers those Registrable Securities which are requested to be registered, all
in accordance with the provisions of Section 2.1 or 2.2.  If the Company does not pay the filing fee
covering Registrable Securities at the time such automatic shelf registration
statement is filed, the Company agrees to pay such fee at such time or times as
the Registrable Securities are to be sold. 
If at any time when the Company is required to re-evaluate its WKSI
status, the Company determines that it is not a WKSI, the Company shall use its
commercially reasonable efforts to refile the shelf registration statement on Form S-3
or any comparable or successor form and, if such form is not available, Form S-1
or any comparable or successor form, and keep such registration statement
effective during the period during which such registration statement is
required to be kept effective.


 


(ii)           If the Company is a WKSI at the time
it files any shelf registration statement for the benefit of the holders of any
of its securities other than the Holders, the Company agrees that it shall use
its commercially reasonable efforts to include in such registration statement
such disclosures as may be required by Rule 430B under the Securities Act
(referring to the unnamed selling security holders in a generic manner by
identifying the initial offering of the securities to the Holders) in order to
ensure that the Holders may be added to such shelf registration statement at a
later time upon exercise of their rights pursuant to Section 2.1(b) through
the filing of a prospectus supplement rather than a post-effective amendment.


 


(c)   Deemed Underwriters.  To the extent that, in connection with a
registration of any of the Registrable Securities under the Securities Act
pursuant to Section 2.1 or 2.2, any selling Holder is deemed
to be an underwriter of Registrable Securities pursuant to any Commission
comments or policies, the Company agrees that (1) the indemnification and
contribution provisions contained in Section 2.4 shall be
applicable to the benefit of the selling Holders in their role as deemed
underwriter in addition to their capacity as Holder and (2) the selling
Holders shall be entitled to conduct the due diligence which they would
normally conduct in connection with an offering of securities registered under
the Securities Act, including without limitation receipt of customary opinions
and comfort letters.


 


9

















 


Section 2.4.           Indemnification;
Contribution.


 


(a)   Indemnification.


 


(i)            Incident to any registration
statement referred to in this Article II, the Company will
indemnify and hold harmless each underwriter, each Holder and S-3 Stockholder
who offers or sells any such Registrable Securities in connection with such
registration statement (including its partners (including partners of partners
and stockholders of any such partners), and members, managers, directors,
officers, employees and agents of any of them (a “Selling Holder”), and
each person who controls any of them within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act (a “Controlling
Person”), from and against any and all losses, claims, damages,
liabilities, costs and expenses (including any investigation, legal and other
expenses incurred in connection with, and any amount paid in settlement of, any
action, suit or proceeding or any claim asserted, as the same are incurred)
(collectively, the “Damages”), joint or several, to which they, or any
of them, may become subject under the Securities Act, the Exchange Act or other
federal or state statutory law or regulation, at common law or otherwise,
insofar as such Damages arise out of or are based on (A) any untrue
statement or alleged untrue statement of a material fact contained in such
registration statement (including any related preliminary or definitive
prospectus, or any amendment or supplement to such registration statement or
prospectus), (B) any omission or alleged omission to state in such
document a material fact required to be stated in it or necessary to make the
statements therein, in the light of the circumstances under which such
statements were made, not misleading, or (C) any violation by the Company
of the Securities Act, any state securities or “blue sky” laws or any rule or
regulation thereunder in connection with such registration; provided, however,
that the Company will not be liable to the extent that such Damages arise from
and are based on an untrue statement or omission or alleged untrue statement or
omission made in reliance on and in conformity with information furnished in
writing to the Company by such underwriter, Selling Holder or Controlling
Person expressly for use in such registration statement.


 


(ii)           With respect to any such untrue
statement or omission or alleged untrue statement or omission in the
information furnished in writing to the Company by such Selling Holder
expressly for use in any registration statement referred to in this Article II,
such Selling Holder will, severally and not jointly, indemnify and hold
harmless each underwriter, the Company (including its directors, officers,
employees and agents), each other Holder and S-3 Stockholder (including its
partners (including partners of partners and stockholders of such partners) and
members, managers, directors, officers, employees and agents of any of them,
and each person who controls any of them within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act), from and against
any Damages, joint or several, to which they, or any of them, may become
subject under the Securities Act, the Exchange Act or other federal or state
statutory law or regulation, at common law or otherwise to the same extent
provided in the immediately preceding sentence. 
In no event, however, shall the liability of a Selling Holder for
indemnification under this Section 2.4(a)(ii) exceed the net
proceeds received by such Selling Holder from its, his or her sale of
Registrable Securities under such registration statement.


 


(b)   Contribution.  If the indemnification provided for in Section 2.4(a) above
for any reason is held by a court of competent jurisdiction to be unavailable
to an indemnified party in respect of any Damages referred to therein, then
each indemnifying party under this Section 2.4, in lieu of
indemnifying such indemnified party thereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such Damages (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Company, the other Selling Holders 


 


10

















 


and the underwriters from
the offering of the Registrable Securities or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company, the
other Selling Holders and the underwriters in connection with the statements or
omissions which resulted in such Damages, as well as any other relevant
equitable considerations; provided, however, that in the event of
a registration statement filed in response to a request under Section 2.1(b),
the proportion of contribution by the Company, the other Selling Holders and
the underwriters shall in all cases be governed by clause (ii) above.  The relative benefits received by the
Company, the Selling Holders and the underwriters shall be deemed to be in the
same respective proportions that the net proceeds from the offering (before
deducting expenses) received by the Company and the Selling Holders and the
underwriting discount received by the underwriters, in each case as set forth
in the table on the cover page of the applicable prospectus, bear to the
aggregate public offering price of the Registrable Securities.  The relative fault of the Company, the
Selling Holders and the underwriters shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company, the Selling Holders or the underwriters
and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.  The Company, the Selling Holders, and the
underwriters agree that it would not be just and equitable if contribution
pursuant to this Section 2.4(b) were determined by pro rata or
per capita allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in the immediately
preceding sentences.  In no event,
however, shall a Selling Holder be required to contribute any amount under this
Section 2.4(b) in excess of the net proceeds received by such
Selling Holder from its sale of Registrable Securities under such registration
statement.  No person found guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not found guilty of such fraudulent misrepresentation.


 


(c)   Expenses.  The amount paid by an indemnifying party or
payable to an indemnified party as a result of the Damages shall be deemed to
include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim, payable as the same are
incurred.


 


(d)   Independent Investigation.  The indemnification and contribution provided
for in this Section 2.4 will remain in full force and effect
regardless of any investigation made by or on behalf of the indemnified parties
or any officer, director, employee, agent or controlling person of the
indemnified parties.


 


Section 2.5.           Rule 144 and Rule 144A.  The Company shall use its best efforts to take all
action as may be required as a condition to the availability of Rule 144
or Rule 144A under the Securities Act (or any successor or similar
exemptive rules hereafter in effect). 
The Company shall furnish to any Holder or S-3 Stockholder, within
fifteen (15) days of a written request, a written statement executed by the
Company as to the steps it has taken to comply with the current public
information requirement of Rule 144 or Rule 144A or such successor
rules.


 


Section 2.6.           Most Favored Nations.  At any time that the Company grants to other 


 


11

















 


Persons
either registration rights on Form S-3 (or any successor form) and/or
piggyback registration rights which are, in either case, more favorable than
the rights granted in this Agreement to the Holders or the S-3 Stockholders,
the Company shall grant equivalent or more favorable registration rights to the
Holders and the S-3 Stockholders of Registrable Securities.


 


Section 2.7.           Mergers, Etc.  The Company shall not, directly or indirectly,
enter into any merger, consolidation or reorganization in which the Company
shall not be the surviving corporation unless the surviving corporation shall,
prior to such merger, consolidation or reorganization, agree in writing to
assume the obligations of the Company under this Agreement, and for that
purpose references hereunder to “Registrable Securities” shall be deemed
to include the shares of capital stock, if any, that the Holders or S-3
Stockholders would be entitled to receive in exchange for capital stock of the
Company under any such merger, consolidation or reorganization; provided,
however, that, to the extent the Holders or S-3 Stockholders receive
securities that are by their terms convertible into shares of common stock of
the issuer thereof, then only such shares of common stock as are issued or
issuable upon conversion of said convertible securities shall be included
within the definition of “Registrable Securities.”


 


Section 2.8.           No Conflict of
Rights.  The Company shall not, at any time after the
date hereof, grant any registration rights that conflict with the registration
rights granted hereby; provided, that the Company, subject to compliance with Section 2.6
above, may grant any other registration rights.


 


ARTICLE III


 


GENERAL


 


Section 3.1.           Amendments, Waivers
and Consents.  For the
purposes of this Agreement and all agreements executed pursuant hereto, no
course of dealing between or among any of the parties hereto and no delay on
the part of any party hereto in exercising any rights hereunder or thereunder
shall operate as a waiver of the rights hereof and thereof.  This Agreement may not be amended or modified
or any provision hereof waived without the joint written consent of:  (i) the Company and (ii) Stockholders
holding, together as a single class, not less than a majority of the
outstanding shares of Common Stock, calculated on a fully diluted basis, then
held by the Stockholders. 
Notwithstanding the foregoing, no amendment approved in accordance with
this Section 3.1 shall be effective if and to the extent that such
amendment (a) creates any additional affirmative obligations to be
complied with by any Stockholder that are not applicable to all Stockholders or
(b) adversely affects any Stockholder’s rights existing under this
Agreement prior to such amendment in a manner that is inconsistent with, or
disproportionate to, the effect of such amendment on the other parties hereto,
unless in each case such amendment is approved by such Stockholder.


 


Moreover, notwithstanding the foregoing, any party may
waive any provision hereof intended for his, her or its benefit by prior
written consent.


 


Notwithstanding
the foregoing, any person who is the Transferee of Registrable Securities and
who executes a Joinder Agreement in accordance with Section 3.13
shall be added to Schedule I without the consent of any party hereto and
shall be considered a Stockholder for 


 


12

















 


purposes
of this Agreement.


 


Section 3.2.           Governing Law.  This Agreement shall be
deemed to be a contract made under, and shall be construed in accordance with,
the laws of the State of Delaware, without giving effect to conflict of laws
principles thereof.


 


Section 3.3.           Section Headings.  The descriptive headings in
this Agreement have been inserted for convenience only and shall not be deemed
to limit or otherwise affect the construction of any provision thereof or
hereof.


 


Section 3.4.           Counterparts.  This Agreement may be
executed simultaneously in any number of counterparts, each of which when so
executed and delivered shall be taken to be an original; but such counterparts
shall together constitute but one and the same document.


 


Section 3.5.           Notices and Demands.  Any notice or demand which
is required or provided to be given under this Agreement shall be deemed to
have been sufficiently given and received for all purposes (i) when
delivered by hand, fax, telex or other method of facsimile (but only upon
written confirmation of receipt), (ii) five (5) days after being sent
by certified or registered mail, postage and charges prepaid, return receipt
requested, or (iii) two (2) days after being sent by overnight
delivery providing receipt of delivery, to the addresses designated by the
Company and the Stockholders, respectively.


 


Section 3.6.           Submission to
Jurisdiction; Venue.


 


(a)   Each of the parties hereto hereby irrevocably
and unconditionally submits, for itself, himself or herself and its, his or her
property, to the nonexclusive jurisdiction of any Delaware State court or any
federal court of the United States of America sitting in the State of Delaware,
and any appellate court from any thereof, in any action or proceeding arising
out of or relating to this Agreement or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in any such Delaware State court or, to the extent permitted by
law, in any such federal court.  Each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.


 


(b)   Each of the parties hereto irrevocably and
unconditionally waives, to the fullest extent that it, he or she may legally and
effectively do so, any objection that it, he or she may now or hereafter have
to the laying of venue of any suit, action or proceeding arising out of or
relating to the Agreement in any Delaware state or federal court sitting in the
State of Delaware.  Each of the parties
hereto irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.


 


(c)   The parties further agree that the mailing by
certified or registered mail, return receipt requested to both (i) the
other parties and (ii) counsel for the other parties (or such substitute
counsel as such party may have given written notice of prior to the date of
such mailing), of any process required by any such court shall constitute valid
and lawful service of process against them, without the necessity for service
by any other means provided by law.


 


13

















 


Section 3.7.           Remedies;
Severability.  Notwithstanding
Section 3.6 above, it is specifically understood and agreed that
any breach of the provisions of this Agreement by any Person subject hereto
will result in irreparable injury to the other parties hereto, that the remedy
at law alone will be an inadequate remedy for such breach, and that, in
addition to any other remedies which they may have, such other parties may
enforce their respective rights by actions for specific performance (to the
extent permitted by law).  The Company
may refuse to recognize any unauthorized Transferee for purposes of the
registration rights provided in this Agreement until the relevant party or
parties have complied with all applicable provisions of this Agreement.  Whenever possible, each provision of this
Agreement shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be deemed
prohibited or invalid under such applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, and such
prohibition or invalidity shall not invalidate the remainder of such provision
or the other provisions of this Agreement.


 


Section 3.8.           Waiver of Jury Trial.  NO PARTY TO THIS AGREEMENT
OR ANY ASSIGNEE, SUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF A PARTY SHALL
SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER
LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE
OTHER AGREEMENTS OR THE DEALINGS OR THE RELATIONSHIP BETWEEN THE PARTIES.  NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH
ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN
WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED.  THE PROVISIONS OF THIS SECTION HAVE BEEN
FULLY DISCUSSED BY THE PARTIES HERETO, AND THESE PROVISIONS SHALL BE SUBJECT TO
NO EXCEPTIONS.  NEITHER PARTY HAS IN ANY
WAY AGREED WITH OR REPRESENTED TO THE OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL
NOT BE FULLY ENFORCED IN ALL INSTANCES.


 


Section 3.9.           Integration;
Effectiveness.  This Agreement,
including the exhibits, documents and instruments referred to herein or
therein, constitutes the entire agreement, and supersedes all other prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof.  This
Agreement amends, restates and replaces in its entirety the Stockholders’
Agreement and is binding on all the parties to the Stockholders’ Agreement, and
the failure of one or more parties to the Stockholders’ Agreement to sign this
Agreement shall not affect such effectiveness.


 


Section 3.10.        Successors and Assigns.  Except as otherwise provided
herein, this Agreement shall be binding upon and inure to the benefit of and be
enforceable by the successors and permitted assigns and executors, administrators
and heirs of each party hereto.  Except
as contemplated hereby in connection with a Transfer of Securities, this
Agreement, and any rights or obligations existing hereunder,may not be assigned
or otherwise transferred by any party.


 


Section 3.11.        Further Assurances.  Each party shall cooperate
and take such action as may be reasonably requested by another party in order
to carry out the provisions and purposes of this Agreement and the transactions
contemplated hereby.


 


Section 3.12.        Term.  The provisions of this
Agreement shall terminate and be of no 


 


14

















 


further
force or effect upon the earlier of (i) such time as no Stockholders hold
any Registrable Securities or (ii) when the requisite parties mutually
agree to terminate the Agreement.


 


Section 3.13.        Joinder Agreement.  The rights of the
Stockholders set forth in Article II are transferable to each
Transferee of shares of Registrable Securities. Each such Transferee must
consent in writing to be bound by the terms and conditions of this Agreement in
order to acquire the rights granted hereunder by executing a copy of the a
Joinder Agreement in the form attached hereto as Exhibit A, which
Joinder Agreement shall bind them to, and grant them the benefits of, this
Agreement as though they were original parties hereto.  For this purpose all the Stockholders and
NetSpend hereby appoint the Company as their agent and attorney to execute such
Joinder Agreement on their behalf and expressly bind themselves to the Joinder
Agreement by the Company’s execution of that Agreement without further action
on their part.


 


15
















 


IN
WITNESS WHEREOF, the undersigned have hereunto executed this Registration
Rights Agreement as of the day and year first above written.


 


	
   

  	
  NETSPEND
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher T. Brown

  
	
   

  	
   

  	
  Name:
   Christopher T. Brown

  
	
   

  	
   

  	
  Title:
   General Counsel

  



 


[First
Signature Page to Registration Rights Agreement]


 

















 


	
   

  	
  OAK INVESTMENT PARTNERS X, LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By: Oak Associates X,
  LLC, its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Ann H. Lamont

  
	
   

  	
   

  	
   

  	
  Name:
   Anne H. Lamont

  
	
   

  	
   

  	
   

  	
  Title:
   Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  OAK X AFFILIATES FUND, LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By: Oak X Affiliates,
  LLC, its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Ann H. Lamont

  
	
   

  	
   

  	
   

  	
  Name:
   Ann H. Lamont

  
	
   

  	
   

  	
   

  	
  Title:
   Managing Member

  



 


[Second
Signature Page to Registration Rights Agreement]


 

















 


	
   

  	
  SKYLIGHT
  HOLDINGS I, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank J. Rodriguez

  
	
   

  	
   

  	
  Name:  Frank J. Rodriguez

  
	
   

  	
   

  	
  Title:  Chief Executive Officer

  



 


[Third Signature Page to
Registration Rights Agreement]


 

















 


EXHIBIT A


 


Form of Joinder Agreement


 


This Joinder Agreement made this
            day
                        of
201  , by and between
                            
(the “New Stockholder”) and (if
New Stockholder is a married individual) the New Stockholder’s spouse,
NetSpend Holdings, Inc., a Delaware corporation (together with any
successor thereto, the “Company”), NetSpend Corporation, a Delaware
corporation and a wholly-owned subsidiary of the Company (“NetSpend”),
and the stockholders of the Company, who are parties to that certain
Registration Rights Agreement, dated as of October 22, 2010 (as amended,
modified or supplemented from time to time, the “Agreement”).  Capitalized terms not defined herein shall
have the meanings set forth in the Agreement.


 


WITNESSETH:


 


WHEREAS, New Stockholder is desirous of obtaining the registration
rights offered by the Agreement; and


 


WHEREAS, the Company and the Stockholders have required in the
Agreement that all Transferees of Registrable Securities must enter into an
Joinder Agreement binding the New Stockholder and (if New Stockholder is a married individual) the New Stockholder’s
spouse to the Agreement to the same extent as if they were original
parties thereto.


 


NOW, THEREFORE, in consideration of the mutual promises of the parties,
the New Stockholder and (if New Stockholder
is a married individual) his or her spouse agree as follows:


 


The New Stockholder and (if New
Stockholder is a married individual) his or her spouse acknowledge that
they have read the Agreement.  The New
Stockholder and (if New Stockholder is
a married individual) his or her spouse shall be bound by, and shall
have the benefit of, all the terms and conditions set out in the Agreement to
the same extent as if they were “Stockholders”
as defined in the Agreement. 
This Joinder Agreement shall be attached to and become a part of the
Agreement.


 




	
   

  	
   

  	
   

  
	
  New
  Stockholder

  	
   

  	
  Spouse
  of New Stockholder, if applicable

  






 

















 


Agreed to on behalf of the Stockholders, NetSpend and the Company
pursuant to Section  3.13 of the Agreement.


 


	
   

  	
  NETSPEND
  HOLDINGS, INC., a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


SCHEDULE I


 


Oak
Investment Partners X, Limited Partnership


Skylight
Holdings I, LLC


Texas
Growth Fund II


Roy
Sosa 2008 Retained Annuity Trust No. 1


Bertrand
Sosa 2008 Retained Annuity Trust No. 1


GEFUS
SBIC, LP


Inter-Atlantic
Fund, LP


Stephen
W. Reesing


Oak X
Affiliates Fund, L.P.


Stephen
B. Galasso


MPV
Financial Technology Holdings, LLC


Gordon
MacGregor


John
Mitchell


Rene
Gonzalez


Phillip
Archer


Futeh
Kao


Frances
Pinedo


Tony
Cosentino


J.P.
Young


HCF Partners,
L.P.


Keith
Sibson


ACE
Cash Express, Inc.


Marko
Cekic


Patrick
Brown


William
Blair & Company, LLC


The
Money Store, L.P. / Money Box


Melissa
Walker


Fred
Proctor


Nate
Shockey


Peter
Norwood


Dale W.
Conrad


Victor
Mikhailov


Ross
Hamilton


Selena
Sierra


Wayne
P. Cooper


Laura
Beth Wiederaenders


Trebor
Carpenter Schell


Alan
Nalle


Beverly
Whitley


Milos
Cekic


Chas.
A. Neal & Company


Albert
A. Prast


Jessica
Mowbray Rivas


Claudia
Diaz


Peter
R. Lasusa, Jr.


 


I-1

















 


Craig
White


Golub
Family, Ltd.


Blake
Newman


Robert
G. Fitzgerald


Regina
Rivas


Leonard
M. Golub


Jennifer
Agado


Dove
Partners, Ltd.


Michael
Altamirano


Melissa
Salinas Sullivan


 


I-2