Exhibit 4.5


 


REGISTRATION RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 29,
2010, by and among Meta Financial Group, Inc., a Delaware corporation (the
“Company”), and NetSpend Holdings, Inc., a Delaware corporation
(the “Buyer”).


 


RECITALS:


 


WHEREAS,
this Agreement is made in connection with the Securities Purchase Agreement
(the “Securities Purchase Agreement”), dated as of January 29,
2010, by and among the Company and the Buyer; and


 


WHEREAS,
as an inducement to the Buyer’s investment in the Company pursuant to the
Securities Purchase Agreement, the parties desire to enter into this Agreement
in order to grant certain registration rights to the Buyer as set forth below.


 


NOW,
THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


SECTION 1.


GENERAL


 


1.1           Definitions.  As
used in this Agreement, the following terms shall have the following respective
meanings:


 


“Affiliate”
of any particular Person means any other Person controlling, controlled by or
under common control with such particular Person or entity.


 


“Agreement”
shall have the meaning ascribed to it in the preamble hereof.


 


“Business Day” means
any day that is not a Saturday or Sunday or a day on which banks are required
or permitted to be closed in the State of New York.


 


“Buyer”
shall have the meaning ascribed to it in the preamble hereof.


 


“Closing
Date” means the date on which the closing of the transactions contemplated
by the Securities Purchase Agreement occurs.


 


“Common
Stock” means shares of common stock, $0.01 par value per share, of the
Company.


 


“Company”
shall have the meaning ascribed to it in the preamble hereof.


 

















 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, or similar federal statute,
and the rules and regulations of the Commission thereunder, all as the
same shall be in effect at the time.


 


“Holder”
or “Holders” means the Buyer and any holder of Registrable Securities to
whom the registration rights conferred by this Agreement have been transferred
in compliance with Section 2.8 hereof.


 


“Mandatory
Registration Statement” shall have the meaning ascribed to it in Section 2.1
hereof.


 


“Misstatement”
shall have the meaning ascribed to it in Section 2.4 hereof.


 


“Person”
means any individual, corporation, partnership, joint venture, limited
liability company, business trust, joint stock company, trust or unincorporated
organization or any government or any agency or political subdivision thereof.


 


“Register,”
“registered,” and “registration” shall refer to a registration
effected by preparing and filing a registration statement in compliance with
the Securities Act, and the declaration or ordering of effectiveness of such
registration statement.


 


“Registrable
Securities” means (a) the Shares; and (b) any Common Stock issued
as (or issuable upon the conversion or exercise of any warrant, right,
preferred stock or other security which is issued as) a dividend or other
distribution with respect to, or in exchange for or in replacement of, the
Shares held by the Holders; provided, however, that Registrable
Securities shall not include any shares of Common Stock (i) which have
been sold or otherwise disposed of either pursuant to a registration statement
or Rule 144 under the Securities Act; (ii) which have been sold in a
private transaction in which the transferor’s rights under this Agreement are
not assigned in compliance with the terms of this Agreement; or (iii) which
may be sold by the Holder in question pursuant to Rule 144 without volume
restrictions or public information requirements.


 


“Registration
Expenses” shall mean all expenses incurred by the Company in effecting any
registration pursuant to this Agreement (including any Mandatory Registration
Statement), including, without limitation, all registration and filing fees,
printing expenses, fees and disbursements of counsel for the Company, blue sky
fees and expenses, and expenses of the Company’s independent accountants in
connection with any regular or special reviews or audits incident to or
required by any such registration, and any other Persons retained by the
Company and the compensation of regular employees of the Company, which shall
be paid in any event by the Company, but shall not include Selling Expenses.


 


“SEC”
or “Commission” means the Securities and Exchange Commission and any
successor agency.


 


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“Securities
Act” shall mean the Securities Act of 1933, as amended, or similar federal
statute, and the rules and regulations of the Commission thereunder, all
as the same shall be in effect at the time.


 


“Securities
Purchase Agreement” shall have the meaning ascribed to it in the recitals
hereof.


 


“Selling
Expenses” shall mean all underwriting discounts, selling commissions, fees
of underwriters, selling brokers, dealer managers and similar securities
industry professionals and stock transfer taxes applicable to the sale of
Registrable Securities and fees and disbursements of counsel for any Holder.


 


“Shares”
mean shares of Common Stock issued by the Company to the Buyer pursuant to the
Securities Purchase Agreement.


 


“Violation”
shall have the meaning ascribed to it in Section 2.7(a) hereof.


 


SECTION 2.


REGISTRATION


 


2.1           Registration Statement.


 


2.1.1        In accordance with the
requirements of Section 2.3 below, the Company shall file with the
SEC within 30 calendar days after the Closing Date, and shall use commercially
reasonable efforts to cause to be declared effective by the SEC as soon as
practicable after the date of such filing, and in any event within 120 calendar
days after the Closing Date, a registration statement on Form S-1 or Form S-3
with respect to the resale of the Registrable Securities by the Holders
thereof.  The Company shall also, once such registration statement
becomes effective, maintain the effectiveness of the registration effected
pursuant to this Section 2.1 and keep such registration statement free
of any material misstatements or omissions at all times, subject only to the
limitations on effectiveness set forth below.  The registration
statement contemplated by this Section 2.1 is referred to herein as
the “Mandatory Registration Statement.” 
The Company shall cause the Mandatory Registration Statement to remain
effective until such date as is the earlier of (i) the date on which all
Registrable Securities included in the registration statement shall have been
sold or shall have otherwise ceased to be Registrable Securities and (ii) the
date on which all remaining Registrable Securities may be sold pursuant to Rule 144
without volume restrictions or public information requirements and any and all
restrictive legends have been removed from the Shares.


 


2.1.2        If: (i) the Mandatory
Registration Statement is not filed on or prior to 30 calendar days after the
Closing Date (subject to the provisions of Section 2.11), or (ii) the
Company fails to file with the Commission a request for acceleration in accordance
with Rule 461 promulgated under the Securities Act, within five Business
Days after the date that the Company is notified (orally or in writing,
whichever is earlier) by the Commission that the Mandatory Registration
Statement will not be “reviewed,” or not subject to further review, or (iii) the
Mandatory Registration Statement filed or required to be filed hereunder is not
declared effective by the 


 


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Commission
within 120 calendar days after the Closing Date (the “120-Day Deadline”),
or (iv) in the event that, after the 120-Day Deadline, the Registrable
Securities have not been listed on the Trading Markets (as defined below), or (v) after
the 120-Day Deadline, the Mandatory Registration Statement ceases for any
reason to remain continuously effective as to all Registrable Securities for
which it is required to be effective, or the Holders are otherwise not
permitted to utilize the prospectus therein to resell such Registrable
Securities (except as may be restricted pursuant to Section 2.4 or 2.11)
for more than 14 consecutive calendar days or more than an aggregate of 20
calendar days during any 12-month period (which need not be consecutive
calendar days) (any such failure or breach being referred to as an “Event”,
and for purposes of clause (i), (iii) or (iv) the date on which such
Event occurs, or for purposes of clause (ii) the date on which such five
Business Day period is exceeded, or for purposes of clause (v) the date on
which such 14 or 20 calendar day period, as applicable, is exceeded being
referred to as “Event Date”), then in addition to any other rights the
Holders may have hereunder or under applicable law, on each such Event Date and
on the expiration of each thirty (30) day-period following such Event Date (if
the applicable Event shall not have been cured by such date) until the
applicable Event is cured or such Holder no longer owns Registrable Securities,
the Company shall pay to each Holder an amount in cash, as partial liquidated
damages and not as a penalty, equal to two and one-half percent (2.50%) of the
aggregate purchase price paid by such Holder for all Registrable Securities
then held by such Holder.  If the Company
fails to pay any partial liquidated damages pursuant to this Section in
full within seven calendar days after the date payable, the Company will pay
interest thereon at a rate of 18% per annum (or such lesser maximum amount that
is permitted to be paid by applicable law) to the Holder, accruing daily from
the date such partial liquidated damages are due until such amounts, plus all
such interest thereon, are paid in full. The partial liquidated damages
pursuant to the terms hereof shall apply on a daily pro-rata basis for any
portion of a month prior to the cure of an Event.


 


2.2           Expenses of Registration.  All
reasonable Registration Expenses incurred in connection with any registration
hereunder shall be borne by the Company. 
All Selling Expenses incurred in connection with any registrations
hereunder, shall be borne by the Holders of the Registrable Securities so
registered pro rata on the basis of the number of shares so registered.


 


2.3           Additional Obligations of
the Company.  The Company
shall:


 


(a) 
At least three Business Days before filing the Mandatory Registration
Statement, furnish to counsel selected by the Holders of a majority of the
Registrable Securities covered by such registration statement copies of all
such documents proposed to be filed (except for Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and
any similar or successor reports that have been filed via EDGAR which may be
incorporated or deemed to be incorporated by reference thereto), and the
Company shall in good faith consider any reasonable comments of such counsel
received at least one Business Day prior to filing.


 


(b) 
Promptly notify the Holders when the Mandatory Registration Statement is
declared effective by the Commission.  The Company shall respond as
promptly as reasonably practicable to any comments received from the Commission
with respect to the registration 


 


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statement
or any amendments thereto and shall furnish to the Holders, upon request, any
comments of the Commission staff regarding the Holders.  The Company
shall promptly file with the Commission a request for acceleration of
effectiveness in accordance with Rule 461 promulgated under the Securities
Act after the Company concludes that the staff of the Commission has no further
comments on the filing.


 


(c) 
Furnish to the Holders such number of copies of a prospectus, including a
preliminary prospectus, in conformity with the requirements of the Securities
Act, and such other documents as they may reasonably request in order to facilitate
the disposition of Registrable Securities owned by them.


 


(d) 
Use commercially reasonable efforts to register and qualify the securities
covered by the Mandatory Registration Statement under such other securities or
Blue Sky laws of such U.S. jurisdictions as shall be reasonably requested by
the Holders unless an exemption from registration and qualification exists; provided
that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business, file a general consent to service
of process or subject itself to general taxation in any such states or
jurisdictions.


 


(e) 
Promptly notify each Holder of Registrable Securities covered by the Mandatory
Registration Statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing
(provided that in no event shall such notice contain any material, non-public
information regarding the Company) and, when such state of facts no longer
exists whether due to passage of time or filing of supplemental disclosure by
the Company, the Company shall promptly furnish to each such Holder a
reasonable number of copies of any supplement or amendment to such prospectus
filed by the Company.


 


(f) 
Use commercially reasonable efforts to prevent the issuance of any stop order
or other suspension of effectiveness of the Mandatory Registration Statement,
or the suspension of the qualification of any of the Registrable Securities for
sale in any jurisdiction in the United States, and in the event of the
issuance of any stop order suspending the effectiveness of such registration
statement, or any order suspending or preventing the use of any related prospectus
or suspending the qualification of any equity securities included in such
registration statement for sale in any jurisdiction, the Company shall use
commercially reasonable efforts to obtain promptly the withdrawal of such
order.


 


(g) 
Cause all Shares to be listed on each securities exchange on which similar
securities issued by the Company are then listed (collectively, the “Trading
Markets”), including, without limitation, the filing of any required
additional listing applications.


 


(h) 
Use commercially reasonable efforts to cooperate with the Holders who hold
Registrable Securities being offered and, to the extent applicable, facilitate
the timely preparation and delivery of certificates (not bearing any
restrictive legend) representing the Registrable 


 


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Securities
sold pursuant to the Mandatory Registration Statement and enable such
certificates to be in such denominations or amounts, as the case may be, as the
Holders may reasonably request and registered in such names as the Holders may
request.


 


(i) 
Provide and cause to be maintained a registrar and transfer agent for all
Registrable Securities covered by any registration statement from and after a
date not later than the effective date of the Mandatory Registration Statement.


 


(j) 
Not, nor shall any subsidiary or affiliate thereof, identify any Holder as an
underwriter in any public disclosure or filing with the SEC or the NASDAQ Stock
Market or any other securities exchange or market without the consent of such
Holder except as required by law.


 


2.4           Suspension of Sales.  Upon receipt of written notice from the
Company that the Mandatory Registration Statement or a prospectus relating
thereto contains an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading (a “Misstatement”), each Holder of Registrable
Securities shall forthwith discontinue disposition of Registrable Securities
until such Holder has received copies of the supplemented or amended prospectus
that corrects such Misstatement, or until such is advised in writing by the
Company that the use of the prospectus may be resumed, and, if so directed by
the Company, such Holder shall deliver to the Company all copies, other than
permanent file copies then in such Holder’s possession, of the prospectus
covering such Registrable Securities current at the time of receipt of such
notice.  The total number of calendar days that any such suspension
may be in effect in any 365 day period shall not exceed 90 days.


 


2.5           Termination of Registration
Rights.  A Holder’s registration rights, including any right to
payment under Section 2.1.2, shall expire if all Registrable
Securities held by such Holder may be sold pursuant to Rule 144 without
volume restrictions or public information requirements.  Termination
of such registration rights shall be conditioned upon the Company’s removal of
the restrictive legends from any Registrable Securities held by such Holder and
the Holder agrees to take such reasonable actions requested by the Company to
facilitate such removal.


 


2.6           Furnishing Information.  It
shall be a condition precedent to the obligations of the Company to take any
action pursuant to this Agreement that the selling Holders shall furnish to the
Company such information regarding themselves, the Registrable Securities held
by them and the intended method of disposition of such securities as shall be
required to effect the registration of their Registrable Securities.


 


2.7           Indemnification.  In
the event any Registrable Securities are included in a registration statement
under this Section 2:


 


(a) 
To the extent permitted by law, the Company shall indemnify and hold harmless
each Holder and each person, if any, who controls such Holder within the
meaning of the Securities Act or the Exchange Act, against any losses, claims,
damages, or liabilities (joint or several) to which they may become subject
under the Securities Act, the Investment Company 


 


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Act
or the Exchange Act or other federal or state law, insofar as such losses,
claims, damages, or liabilities (or actions in respect thereof) arise out of or
are based upon any of the following statements, omissions or violations
(collectively, a “Violation”):  (i) any untrue statement
or alleged untrue statement of a material fact contained in such registration
statement, including any related preliminary prospectus or final prospectus or
any amendments or supplements thereto, (ii) the omission or alleged
omission to state therein a material fact required to be stated therein, or
necessary to make the statements therein not misleading, or (iii) any
violation or alleged violation by the Company of the Securities Act, the
Exchange Act, or state securities laws or any rule or regulation
promulgated under the Securities Act, the Exchange Act or any other federal or
state securities law in connection with the registration of the Registrable
Securities; and the Company will pay to each such Holder or controlling person,
as incurred any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity agreement
contained in this Section 2.7(a) shall not apply to any Holder
(or any related controlling person) with respect to amounts paid in settlement
of any such loss, claim, damage, liability, or action if such settlement is
effected without the consent of the Company (which consent shall not be
unreasonably withheld), nor shall the Company be liable in any such case for
any such loss, claim, damage, liability, or action to the extent that it arises
out of or is based upon a Violation which occurs (i) solely in reliance
upon and in conformity with written information furnished expressly for use in
connection with such registration statement by any such Holder or controlling
person, (ii) as a result of any failure of such Holder or controlling
person to deliver or cause to be delivered a prospectus made available by the
Company in a timely manner, or (iii) as a result of a violation by such
Holder or controlling person of such Holder’s obligations under Section 2.4
hereof.


 


(b) 
To the extent permitted by law and provided that such Holder is not entitled to
indemnification pursuant to Section 2.7(a) above with respect
to such matter, each selling Holder (severally and not jointly) shall indemnify
and hold harmless the Company, each of its directors, officers, persons, if
any, who control the Company within the meaning of the Securities Act, any
other Holder selling securities in such registration statement and any
controlling person of any such other Holder, against any losses, claims,
damages, or liabilities to which any of the foregoing persons may become
subject under the Securities Act, the Exchange Act or other federal or state
securities law, insofar as such losses, claims, damages, or liabilities (or
actions in respect thereof) arise out of or are based upon any (i) untrue
statement or alleged untrue statement of a material fact regarding such Holder
and provided in writing by such Holder expressly for use in connection with a
registration statement which is contained in such registration statement,
including any related preliminary prospectus or final prospectus or any
amendments or supplements thereto, (ii) the omission or alleged omission
to state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, in each case to the extent (and
only to the extent) that such untrue statement or alleged untrue statement or
omission or alleged omission was made in such registration statement,
preliminary or final prospectus, amendment or supplement thereto, in reliance
upon and in conformity with written information furnished by such Holder
expressly for use in connection with such registration statement, (iii) any
failure by such Holder or controlling person to deliver or cause to be
delivered a prospectus made available by the Company in a timely manner, or (iv) violation
by such Holder or controlling person of such Holder’s obligations under 


 


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Section 2.4 hereof; and
each such Holder will pay, as incurred, any legal or other expenses reasonably
incurred by any Person intended to be indemnified pursuant to this Section 2.7(b),
in connection with investigating or defending any such loss, claim, damage,
liability, or action as a result of such Holder’s untrue statement, omission,
failure or violation; provided, however, that the indemnity
agreement contained in this Section 2.7(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Holder (which consent
shall not be unreasonably withheld); provided, that, (x) the
indemnification obligations in this Section 2.7(b) shall be
individual and ratable not joint and several for each Holder and (y) in no
event shall the aggregate of all indemnification payments by any Holder under
this Section 2.7(b) exceed the net proceeds from the offering
received by such Holder.


 


(c) 
Promptly after receipt by an indemnified party under this Section 2.7
of notice of the commencement of any action (including any governmental
action), such indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party under this Section 2.7, deliver
to the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an
indemnified party (together with all other indemnified parties which may be
represented without conflict by one counsel) shall have the right to retain one
separate counsel, with the reasonable fees and expenses of such counsel to be
paid by the indemnifying party, if (i) the indemnifying party shall have
failed to assume the defense of such claim within twenty (20) days after
receipt of notice of the claim and to employ counsel reasonably satisfactory to
such indemnified party, as the case may be; or (ii) in the reasonable
opinion of counsel retained by the indemnifying party, representation of such
indemnified party by such counsel would be inappropriate due to actual or
potential differing interests between such indemnified party and any other
party represented by such counsel in such proceeding.  The
indemnified party shall cooperate fully with the indemnifying party in
connection with any negotiation or defense of any such action or claim by the
indemnifying party and shall furnish to the indemnifying party all information
reasonably available to the indemnified party which relates to such action or
claim. The indemnifying party shall keep the indemnified party reasonably
apprised of the status of the defense or any settlement negotiations with
respect thereto.  No indemnifying party shall be liable for any
settlement of any action, claim or proceeding effected without its prior
written consent; provided, however, that the indemnifying party
shall not unreasonably withhold, delay or condition its consent.  The
failure to deliver written notice to the indemnifying party within a reasonable
time of the commencement of any such action shall not relieve such indemnifying
party of any liability to the indemnified party under this Section 2.7,
except to the extent such failure to give notice actually and materially
prejudices the indemnifying party.


 


(d) 
If the indemnification provided for in this Section 2.7 is held by
a court of competent jurisdiction to be unavailable to an indemnified party
with respect to any loss, liability, claim, damage, or expense referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage, or
expense in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand 


 


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and
of the indemnified party on the other in connection with the statements or
omissions that resulted in such loss, liability, claim, damage, or expense as
well as any other relevant equitable considerations.  The relative
fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or by the indemnified
party and the parties’ relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission.  Notwithstanding the foregoing, the amount
that any Holder will be obligated to contribute pursuant to this Section 2.7(d) will
be limited to an amount equal to the per share public offering price (less any
underwriting discount and commissions) multiplied by the number of shares of
Registrable Securities sold by such Holder pursuant to the registration
statement which gives rise to such obligation to contribute (less the aggregate
amount of any damages which such Holder has otherwise been required to pay in
respect of such loss, liability, claim, damage, or expense or any substantially
similar loss, liability, claim, damage, or expense arising from the sale of
such Registrable Securities).  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) will be entitled to contribution hereunder from any person who
was not guilty of such fraudulent misrepresentation.


 


(e) 
The obligations of the Company and Holders under this Section 2.7
shall survive the completion of any offering of Registrable Securities in a
registration statement under this Section 2, and otherwise.


 


2.8           Assignment of Registration
Rights.  The rights to cause the Company to register Registrable
Securities pursuant to this Agreement may be assigned by a Holder to a
transferee or assignee of Registrable Securities if (a) such transferee is
an Affiliate, subsidiary or parent company of a party hereto, or (b)  such
transferee acquires at least 25% of the Registrable Securities then owned by
such Holder; provided, that (i) the transferor shall furnish to the
Company written notice at or prior to the time of transfer of the name and
address of such transferee or assignee and the securities with respect to which
such registration rights are being assigned, (ii) such transferee shall
agree in writing to be subject to all restrictions set forth in this Agreement
in the same capacity and to the same extent as the transferring Holder; and (iii) such
transferee shall acknowledge, immediately following such assignment, that the
further disposition of such securities by such assignee may be restricted under
the Securities Act.


 


2.9           Rule 144 Reporting.  With
a view to making available to the Holders the benefits of certain rules and
regulations of the SEC which may permit the sale of the Registrable Securities
to the public without registration, the Company agrees to use its reasonable
best efforts to:


 


(a) 
make and keep public information available, as those terms are understood and
defined in Securities Act Rule 144 or any similar or analogous rule promulgated
under the Securities Act, at all times after the effective date of this Agreement;


 


(b) 
file with the SEC, in a timely manner, all annual and quarterly reports
required of the Company under Section 13 or Section 15(d) of the
Exchange Act; and


 


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(c) 
so long as a Holder owns any Registrable Securities, furnish to such Holder
forthwith upon request a written statement by the Company as to its compliance
with the reporting requirements of Rule 144 under the Securities Act, and
of the Exchange Act; a copy of the most recent annual or quarterly report of
the Company; and such other reports and documents as a Holder may reasonably
request in availing itself of any rule or regulation of the SEC allowing
it to sell any such securities without registration.


 


2.10         Obligations of the Holders


 


(a)           Each Holder shall furnish in
writing to the Company such information regarding itself, the Registrable
Securities held by it and the intended method of disposition of the Registrable
Securities held by it as shall be reasonably required to effect the
registration of such Registrable Securities and shall execute such documents in
connection with such registration as the Company may reasonably request in
connection therewith.  Upon the execution
of this Agreement, each Holder shall complete, execute and deliver to the
Company a selling securityholder notice and questionnaire in form reasonably
satisfactory to the Company.  At least five Business Days prior to
the first anticipated filing date of any registration statement, the Company
shall notify each Holder of any additional information the Company requires
from such Holder if such Holder elects to have any of the Registrable
Securities included in such registration statement.  A Holder shall
provide such information to the Company at least two Business Days prior to the
first anticipated filing date of such Registration Statement. Each holder
agrees that, in connection with any sale of Registrable Securities by it
pursuant to a registration statement, it shall comply with the “Plan of
Distribution” section of the then current prospectus relating to such
registration statement.


 


(b)           Each Holder, by its
acceptance of the Registrable Securities, agrees to cooperate with the Company
as reasonably requested by the Company in connection with the preparation and
filing of a Registration Statement hereunder, unless such Holder has notified
the Company in writing of its election to exclude all of its Registrable
Securities from such Registration Statement.


 


(c) 
Each Holder covenants and agrees that it shall comply with the prospectus
delivery requirements of the Securities Act as applicable to it in connection
with sales of Registrable Securities pursuant to any Registration Statement.


 


2.11         Suspension of Registration
Rights.


 


(a)           Notwithstanding anything to
the contrary herein, if the Company shall at any time furnish to the Holders a
certificate signed by any of its authorized officers (a “Suspension Notice”)
stating that the Company is engaged in a material merger, acquisition or sale,
or a pending material financing, material corporate reorganization or other
material corporate transaction, and the Board of Directors of the Company
determines, in good faith and by appropriate resolution after consultation with
its outside counsel, that the filing of the Mandatory Registration Statement
would require additional disclosure of material information that would be
materially detrimental to the Company, then the right of the Holders to require
the Company to file the Mandatory Registration Statement shall be suspended for
a period (a “Black Out Period”) 


 


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of
not more than sixty (60) days in the aggregate in any three hundred and sixty
(360) consecutive-day period (and no more than ten (10) consecutive
Business Days in any three hundred and sixty (360) consecutive day period.


 


(b)           Notwithstanding anything to
the contrary in this Section 2.11, the Company shall not impose any
Black Out Period in a manner that is more restrictive (including, without
limitation, as to duration) than the comparable restrictions that the Company
may impose on transfers of the Company’s equity securities by its directors and
senior executive officers.


 


(c)           During any Black Out Period,
no Holder shall offer or sell any Registrable Securities pursuant to or in
reliance upon the Mandatory Registration Statement (or the prospectus relating
thereto) filed by the Company. Notwithstanding the foregoing, if the public
announcement of the applicable material transaction or material, nonpublic
information is made during a Black Out Period, then the Black Out Period shall
terminate without any further action of the parties and the Company shall
immediately notify the Holders of such termination.


 


SECTION 3.


MISCELLANEOUS


 


3.1           Successors and Assigns.  Except
as otherwise provided herein, the terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
permitted assigns of the parties (including, subject to Section 2.8,
transferees of Registrable Securities).  Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.


 


3.2           Governing Law; Jurisdiction;
Jury Trial.  All questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall
be governed by the internal Laws of the State of New York, without giving
effect to any choice of law or conflict of law provision or rule (whether
of the State of New York or any other jurisdictions) that would cause the
application of the Laws of any jurisdictions other than the State of New
York.  Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting
in The City of New York, Borough of Manhattan, for the adjudication of any
dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is
not personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such
suit, action or proceeding is improper. 
Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it
under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit
in any way any right to serve process in any manner permitted by Law.  EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A
JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR 


 


11

















 


ARISING
OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


3.3           Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument


 


3.4           Titles and Subtitles.  The
titles and subtitles used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this Agreement


 


3.5           Notices.  Any
notices, consents, waivers or other communications required or permitted to be
given under the terms of this Agreement must be in writing and will be deemed
to have been delivered:  (i) upon
receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
(provided confirmation of transmission is mechanically or electronically
generated and kept on file by the sending party); or (iii) one (1) Business
Day after deposit with a nationally recognized overnight courier service, in
each case properly addressed to the party to receive the same.  The addresses and facsimile numbers for such
communications shall be:


 


	
  If to the Company:

  
	
   

  	
   

  
	
   

  	
  Meta Financial Group, Inc.

  
	
   

  	
  5501 S. Broadband Lane

  
	
   

  	
  Sioux Falls, South Dakota 57108

  
	
   

  	
  Telephone:

  	
  (605) 782-1738

  
	
   

  	
  Facsimile:

  	
  (605) 338-0596

  
	
   

  	
  Attention:

  	
  General
  Counsel

  
	
   

  	
   

  
	
  with a copy (for informational purposes only) to:

  
	
   

  	
   

  
	
   

  	
  Katten Muchin Rosenman LLP

  
	
   

  	
  2900 K Street, NW

  
	
   

  	
  Suite 200

  
	
   

  	
  Washington, DC 20007

  
	
   

  	
  Telephone:

  	
  (202) 625-3500

  
	
   

  	
  Facsimile:

  	
  (202)
  339-8281

  
	
   

  	
  Attention:

  	
  Jeffrey
  M. Werthan, Esq.

  
	
   

  	
   

  
	
  If to the Buyer:

  
	
   

  	
   

  
	
   

  	
  NetSpend Holdings, Inc.

  
	
   

  	
  701 Brazos Street, Suite 1200

  
	
   

  	
  Austin, Texas 78701

  
	
   

  	
  Telephone:

  	
  (512) 532-8200

  
	
   

  	
  Facsimile:

  	
  (512) 496-9951

  
	
   

  	
  Attention:

  	
  General Counsel

  



 


12

















 


or
to such other address and/or facsimile number and/or to the attention of such
other Person as the recipient party has specified by written notice given to
each other party pursuant to this Section.


 


3.6           Expenses.  If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorneys’ fees, costs and necessary
disbursements in addition to any other relief to which such party may be
entitled.


 


3.7           Amendments and Waivers.  Any
term of this Agreement may be amended and the observance of any term of this
Agreement may be waived (either generally or in a particular instance and
either retroactively or prospectively), only with the prior written consent of
the Company and a majority-in-interest of the Holders.


 


3.8           Severability.  Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the full extent permitted by law) not invalidate or
render unenforceable such provision in any other jurisdiction.


 


3.9           Entire Agreement.  This
Agreement supersedes all other prior oral or written agreements between the
Buyer, the Company, their Affiliates and Persons acting on their behalf with
respect to the matters discussed herein, and this Agreement and the instruments
referenced herein contain the entire understanding of the parties with respect
to the matters covered herein and therein and, except as specifically set forth
herein or therein, neither the Company nor the Buyer makes any representation,
warranty, covenant or undertaking with respect to such matters.


 


[Remainder
of page intentionally left blank]


 


13

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first written above.


 


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  META
  FINANCIAL GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  J. Tyler Haahr

  
	
   

  	
   

  	
  Name:

  	
  J.
  Tyler Haahr

  
	
   

  	
   

  	
  Title:

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BUYER:

  
	
   

  	
   

  
	
   

  	
  NETSPEND
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel R. Henry

  
	
   

  	
   

  	
  Name:

  	
  Daniel
  R. Henry

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Executive Officer