exv10w10






Exhibit 10.10




FIFTH AMENDED AND RESTATED

LOAN AND LINE OF CREDIT AGREEMENT




     THIS FIFTH AMENDED AND RESTATED LOAN AND LINE OF CREDIT AGREEMENT (“Agreement”), effective the
24th day of March, 2009 by and between COLUMBUS BANK AND TRUST COMPANY, a Georgia
banking corporation (the “Bank”), GREEN DOT CORPORATION, a Delaware corporation (the “Borrower”),
amends and restates and replaces in its entirety that certain Fourth Amended and Restated Loan and
Line of Credit Agreement dated March 24, 2008 between Bank and Borrower (the “Prior Line of Credit
Agreement”; Borrower hereby acknowledges that no additional advances will be funded under the Prior
Line of Credit Agreement as same has been replaced by this Agreement);



W I T N E S S E T H  T H A T:




     WHEREAS, Borrower conducts a prepaid stored value card business headquartered in Monrovia,
California, and in connection with said business, Bank granted to Borrower a Line of Credit
evidenced by the Prior Line of Credit Agreement and issued on account of Borrower an Irrevocable
Letter of Credit in favor of Westchester Fire Insurance Company;



     WHEREAS, Borrower and Bank hereby desire to renew and amend and restate in full the Prior Line
of Credit Agreement and to increase, inter alia, the maximum principal amount of the line of credit
from $12,000,000.00 to $15,000,000.00.



     NOW THEREFORE, in consideration of the commitments herein made by Bank and for the other
considerations and mutual agreements of the parties hereinafter expressed, the parties hereby
covenant and agree as follows:



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     1. THE CREDIT FACILITY.



          (a) The Credit Facility. Bank agrees to establish the Credit Facility created by this
Agreement in favor of Borrower for a maximum amount of Fifteen Million and No/100ths Dollars
($15,000,000.00) (the “Credit Facility”). Subject to the restrictions hereinafter specified, the
Credit Facility will be available for use by Borrower solely for the purpose of maintaining a
positive balance in the Operating Account (as defined herein) equal to at least the Activated Card
Balance (as defined below) and such other purposes as may be approved by Bank, which approval may
be withheld in Bank’s sole discretion.



          (b) Restrictions on Use of Borrowed Funds. Borrower expressly covenants and agrees
that in no event shall any funds borrowed on the Credit Line by used by Borrower, or made available
by Borrower .for use by others, for the purpose (whether immediate, incidental or
ultimate) of buying or carrying margin stock as contemplated by Regulation U of the Federal Reserve
Board or any security within the meaning of the Securities Exchange Act of 1934, as amended.



          (c) The Revolving Loan and Line of Credit Note. The Credit Facility shall be
evidenced by a Fifth Amended and Restated Line of Credit Note payable to Bank’s order in the face
amount of $15,000,000.00 dated of even date hereof (as amended, modified, restated or otherwise
altered the “Note”; which Fifth Amended and Restated Line of Credit Note amends and restates that
certain Fourth Amended and Restated Line of Credit Note from Borrower to Bank dated March 24,
2008), and is made a part hereof by this reference. The Note provides for accrual and monthly
payment of interest on the amounts of principal from time to time advanced and outstanding under
the Credit Facility at the rate provided therein, and provides that the principal amount
outstanding is due and payable March 24, 2010, along with all accrued and unpaid interest thereon.



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          (d) Advances on Note. Borrower and Bank agree that (prior to funding any, if any,
advances on the date hereof) the current outstanding principal balance of the Note is
$0 (which includes the outstanding principal balance carried forward from the
above-referenced Fourth Amended and Restated Line of Credit Note). Subject in all events to the
limitations set forth in this Agreement, Bank shall continue to advance funds to Borrower on the
Note by entering such advances as debits to Borrower’s Credit Facility Account. Subject to the
terms and conditions set forth in this Agreement, without any further direction or request from
Borrower, Bank may debit to Borrower’s Credit Facility Account by amounts necessary to assure
payment of amounts to be withdrawn from the Operating Account for deposit into the Funding Account
and Borrower agrees for Bank to credit against Borrower’s Credit Facility Account on a daily basis
the amount by which deposits in the Operating Account exceed the amount required to be withdrawn
from such Operating Account on such day for deposit in the Funding Account. Each advance will be
made by Bank by direct deposit into the Operating Account at Bank (currently account number
30048915), and each advance shall be deemed completed at the time such advanced funds are deposited
into the Operating Account. For the purposes of this Agreement, “Borrower’s Credit Facility
Account” shall mean accounts on the books of Bank in which Bank will record loans or other advances
made by Bank to or for the benefit of Borrower pursuant to the terms of this Agreement, payments
received on such loans and advances and other appropriate debits and credits as provided by this
Agreement or the Note. Borrower agrees that at all times it is Borrower’s Obligation to cause
(even if funds are not available for such use under the Credit Facility) the balance on deposit in
the Funding Accounts to be at least equal to the amount of the Activated Card Balance



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(as defined in paragraph (e)(3) below). Bank shall have no obligation to advance any funds on the
Note at any time after an Event of Default shall have occurred hereunder, or a default shall have
occurred under the terms of any of the other Loan Documents, as hereinafter defined.




     If at any time Borrower is not entitled to any advances on the Note by the terms of this
Agreement, Bank may, in its sole discretion, make requested advances; however, it is
expressly. acknowledged and agreed that, in such event, Bank shall have the right, in
its sole and absolute discretion, to decline to make any requested advance and to require any
payment required under the terms of this Agreement without prior notice to Borrower, and the making
of any such requested advances shall not be construed as a waiver of such right by Bank.



     In the event that the availability of the Credit Facility hereunder expires by the terms of
this Agreement, the Note or by the terms of any agreement extending the expiration date of the
Credit Facility, Bank may, in its sole discretion, make requested advances; however, it is
expressly acknowledged and agreed that in such event, Bank shall have the right, in its sole and
absolute discretion, to decline to make any requested advance and may require payment full of the
Note at any time without prior notice to Borrower, and the making of any such requested advances
shall not be construed as a waiver of such right by Bank. The maximum amount available to be drawn
on the Credit Facility shall be diminished by sums borrowed and advanced on the Note for and during
the time that same are outstanding.



          (e) Accounts Receivable; Account Debtor; and Retailer Funds. For the purposes of this
Agreement and the other Loan Documents (as hereinafter defined), the following terms shall have the
following meanings:



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               1. “Account,” “Accounts,” “Account Receivable,” and “Accounts Receivable” shall include all
accounts, accounts receivable, notes, notes receivable, contracts, contract rights, retail
installment sales contracts, drafts, documents, title retention and lien instruments, security
agreements, acceptance, instruments, conditional sales contracts, chattel mortgages, chattel paper,
general intangibles, and other forms of obligation and rights to payment and receivables whether or
not yet earned by performance, including, without limitation, state and federal tax refunds.



               2. “Account Debtor” shall mean the party who is obligated on or under any Account Receivable
or contract right.



               3. “Activated Card Balance” shall mean on any day the aggregate amount available for use by
all holders of Cards distributed by Borrower.



               4. “Card” shall mean any stored value or similar card to include, but not be limited to, Green
Dot cards.



               5. “Funding Account” shall mean one or more accounts from time to time established at Bank
which are utilized to fund activated Cards and/or to fund accounts established at other
institutions which are used to fund activated Cards.



               6. “Operating Account” shall mean the account maintained at Bank which is utilized to meet
funding requirements in the Funding Account.



               7. “Reseller” shall mean any entity (or affiliate thereof) with which Borrower has entered
into a relationship pursuant to which such entity contracts with third parties to collect funds for
loading onto a Card.



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               8. “Retailer” shall mean any entity (or affiliate thereof) with which Borrower has entered
into a relationship pursuant to which such entity collects funds for loading onto a Card.



               9. “Retailer Funds” shall mean cardholder funds collected by a Retailer or a Reseller for
loading onto a Card pursuant to a contract, which such contract contains the irrevocable
.without Bank’s written consent, requirement that the Retailer or Reseller deposit all
funds collected with respect to a Card to the Retailer Reserve Fund maintained at Bank (or, with
respect to contracts with Retailers or Resellers entered into prior to May 1, 2005, Borrower has
instructed such Retailer or Reseller, in writing, that such funds are to be deposited with Bank
unless otherwise instructed by Bank and Borrower) and any fee revenue of Borrower due from a
Retailer or Reseller for deposit into any accounts held by Bank.



               10. “Retailer Reserve Fund” is an account or accounts established at Bank where Retailers and
Resellers are to deposit funds for loading onto Cards and deposit fees due to Borrower in
connection with the sale of such Card.



               11. “Synovus Management Agreement” means the Stored Value Card Agreement between Borrower and
Bank (as successor and assignee in interest to PointPathBank, N.A.) dated January 30, 2001 (as
heretofore amended) and all amendments, modifications, restatements and replacements thereof.



          (f) Security. The Note is and shall be secured by the Collateral (and the proceeds
thereof) described in paragraph 3 of this Agreement as well as the Loan Documents (each as
hereinafter defined).



          (g) Debit to Note. As to the initial advance herewith made and each advance
henceforth made to Borrower hereunder, Bank shall be and is hereby authorized to debit the



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amount thereof to the Note, without notice, as an advance of principal that will bear interest and
be secured as herein and in the Note provided; Borrower hereby expressly waives notice of any such
advance at any time made by Bank hereunder and notice of any such debit to the Note.




          (h) Duration. The Credit Facility shall be available to Borrower for a period
commencing on the date hereof and expiring on March 24, 2010, which shall be the maturity date of
the Note. Should the Credit Facility be extended or renewed on or after March 24, 2010, any such
extension or renewal to be in the sole and absolute discretion of Bank, then any such extension or
renewal shall be on such terms as shall be agreed upon in writing by Bank and Borrower at that
time, but except to the extent the provisions hereof conflict with any terms then agreed to in
writing by Bank and Borrower, all provisions and terms hereof shall remain in full force and effect
with regard to any such extension, or renewal.



          (i) Commitment Fee. The Borrower agrees to pay to the Bank a loan commitment fee
equal to .15 basis points of the maximum principal amount of the Credit Facility, due and payable
in full upon or prior to the execution of this Agreement.



     2. LETTER OF CREDIT



          (a) Borrower and Bank are parties to an Irrevocable Letter of Credit Application and
Reimbursement Agreement dated November 6, 2006 (such Irrevocable Letter of Credit Application and
Reimbursement Agreement and all amendments, modifications, extensions, and replacements thereof are
herein called the “Reimbursement Agreement”). Pursuant to the Reimbursement Agreement, Bank issued
on account of Borrower for the benefit of Westchester Fire Insurance Co. an Irrevocable Letter of
Credit dated November 26, 2006 (bearing irrevocable Letter of Credit No. 9854) (such Irrevocable
Letter of Credit as heretofore amended and modified and as same may be hereafter amended, modified
and/or replaced being



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herein called the “Letter of Credit”), which Letter of Credit is in the current stated amount of
$4,000,000,00. Pursuant to the Reimbursement Agreement, Borrower has agreed, inter alia, to
reimburse Bank for any and all draws funded under the Letter of Credit and has agreed to pay a
letter of credit fee as provided in the Reimbursement Agreement.




     3. SECURITY FOR THE CREDIT FACILITY AND REIMBURSEMENT AGREEMENT



     To secure the payment of the debts, liabilities and obligations of Borrower (whether now
existing or hereafter incurred or arising) under the Note, the Obligations of Borrower (whether now
existing or hereafter incurred or arising) evidenced by or arising under the Reimbursement
Agreement and all obligations (whether now existing or hereafter incurred or arising) of Borrower
to Bank contained herein and in the other Loan Documents, whether direct or indirect, absolute or
contingent (hereinafter collectively called the “Liabilities”), Borrower is executing and
delivering to Bank that certain Fifth Amended and Restated Security Agreement dated of even date
herewith whereby Borrower grants to Bank as security interest in the “Collateral” as defined is
said Fifth Amended and Restated Security Agreement (such Fifth Amended and Restated Security
Agreement as originally executed and as same may be amended and/or modified from time to time being
herein called the “Security Agreement”), and Borrower is executing and delivering to Bank one or
more Assignment of Accounts whereby Borrower grants to Bank a security interest in certain accounts
of Borrowers at Bank or at affiliates of Bank (each such Assignments of Account and all amendments
and modifications thereof being herein called the “Deposit Account Pledge”) and Borrower is
executing and delivering to Bank a Fourth Amended and Restated Assignment Agreement whereby
Borrower assigns to Bank certain rights of Borrower with respect to certain agreements described
therein (such Fourth Amended and Restated Assignment Agreement and all amendments and




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modifications
thereof being herein called the “Assignment of Agreements”).



     For the purposes of this Agreement, the term “Collateral” shall mean and include the
“Collateral” described in the Security Agreement, the “collateral” as described in the Deposit
Account Pledge, the rights assigned under the Assignment Agreement, and any and all other property
of any nature whatsoever of Borrower which hereafter may now or hereafter be assigned, transferred
or pledged to Bank as security for, inter alia, the Liabilities.



     For the purposes of this Agreement, the term “Loan Documents” shall mean, collectively, this
Agreement, the Note, the Reimbursement Agreement, the Security Agreement, Deposit Account Pledge,
and the Assignment of Agreements, as each of the same maybe amended hereafter, and any other
documents entered into between Borrower and Bank which relate to or secure any of the Liabilities.



     Next Estate Communications, Inc., a Delaware corporation (“Next Estate”) is executing and
delivering to Bank a Guaranty By Corporation dated as of even date herewith whereby Next Estate
guarantees to Bank, inter alia, the payment of the Line of Credit Note (such Guaranty By
Corporation and any and all amendments, modifications and replacements thereof being herein called
the “Next Estate Guaranty”) and is executing and delivering to Bank a Third Party Pledge Agreement
dated as of even date herewith and an Assignment of Accounts whereby Next Estate grants to Bank a
security interest in certain accounts and funds of Next Estate as additional security for the
Liabilities and Next Estate’s obligations under the Next Estate Guaranty (such Third Party Pledge
Agreement and all amendments, modifications and replacements thereof being herein called the “Next
Estate Pledge” and such Assignment of Account and all amendments, modifications and replacements



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thereof being herein called “Next Estate Deposit Account Pledge”; the Next Estate Guaranty, Next
Estate Pledge and Next Estate Deposit Account Pledge are herein collectively called the “Next
Estate Documents”).




     4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SECOND PARTIES.



     In consideration of Bank establishing the Credit Facility and issuing the Letter of Credit,
Borrower hereby covenants and agrees with Bank as follows and represent and warrant to Bank as
follows:



          (a) Binding Obligation. Each of the Loan Documents and the Synovus Management
Agreement constitutes valid and binding obligations of Borrower enforceable in accordance with
their respective terms, subject to bankruptcy, insolvency, reorganization, or other similar
laws relating affecting the rights of creditors, and to the general principles of
equity.



          (b) Financial Condition. Financial statements of Borrower which have been delivered
to Bank present fairly the financial condition and income of Borrower as of the date or dates and
for the period or periods stated therein. No material adverse change in Borrower’s financial
condition has occurred since the date of its most recent financial statement delivered to the Bank.



          (c) No Default. The Borrower is not in default in any respect that affects any of the
properties or business, operations, or condition, financial or otherwise, of Borrower under any
existing security agreement, mortgage, agreement, or other instrument to which the Borrower is a
party or by which the Borrower is contractually bound.



          (d) Compliance with Law, etc. The Borrower is not in violation of any law, judgment,
decree, order, ordinance, or governmental rule or regulation to which the Borrower or any of the
property or business operations of the Borrower is subject, except where such violation is not



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reasonably likely to have a material adverse effect on Borrower. Borrower has not failed to obtain
any license, permit, franchise, or other governmental authorization necessary to the ownership of
any of its properties or to the conduct of its businesses, except where such violation is not
reasonably likely to have a material adverse effect on Borrower.




          (e) No Restrictions. The Borrower is not subject to any restrictions (other than
restrictions on assignment contained in Borrower’s agreements with third parties) imposed by any
agreement or other instrument to which it is a party or by which it is bound or by any law which
would adversely affect its ability to enter into this Agreement and the other Loan Documents and to
fulfill all obligations imposed hereunder and thereunder, and the provisions of this Agreement and
the other Loan Documents and the fulfillment of the obligations thereby imposed upon Borrower will
not conflict with or constitute a default under any agreement, instrument or law binding upon the
Borrower.



          (f) Title to Collateral. Excluding rights in real property and any leased equipment,
Borrower has good and marketable title to the Collateral, free and clear of all liens and
encumbrances of every nature whatsoever (other than security interest in favor of Bank), and has
full power and authority to enter into and deliver the Security Agreement and to grant Bank a first
in priority security interest in and to the Collateral to Bank as security for the Liabilities.



          (g) Litigation. There is no pending or threatened material claim, action, suit,
investigation or other proceeding at law or in equity by or before any federal, state, local or
other court or governmental agency, nor is there any judgment, order, writ, injunction or decree of
any such court or agency affecting Borrower or any properties or assets of Borrower.



          (h) Tax Returns. Borrower has filed or caused to be filed all required federal,
state, local, foreign or other tax returns or extensions and reports and has paid all taxes,
including



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penalties and interest, imposed upon Borrower and Borrower’s property and assets, other than any
taxes, assessments, charges, levies or claims which are in good faith being timely contested by
Borrower and are properly reserved against by Borrower. No tax assessment has been proposed or
made against Borrower and Borrower is not aware of any pending investigation of Borrower, or any of
the income or assets of Borrower by any federal, state, local or foreign taxing authority.




          (i) Margin Securities. None of the advances on the Credit Facility hereunder will be
used to purchase or carry (or refinance any borrowing the proceeds of which were used to purchase
or carry) any margin stock within the meaning of Regulation U of the Federal Reserve Board or any
security within the meaning of the Securities Exchange Act of 1934, as amended.



          (j) Corporate Status of Borrower. Borrower is a corporation duly organized, validly
existing and in good standing under the laws of Delaware, and has full power and authority to
execute and deliver this Agreement and the other Loan Documents, and to incur the obligations
provided for herein and therein, all of which have been duly authorized by proper corporate action.
Borrower is duly qualified to do business and is in good standing under the laws of every other
state in which Borrower is conducting business except where the failure to be so qualified or in
good standing is not reasonably likely to have a material adverse effect on Borrower.



          (k) Accounts Receivable and Retailer Funds Reports. Borrower agrees to deliver to
Bank the following reports and documents:



               (1) by 2:00 PM. EST on each business day, detailed reports in form acceptable Bank of the
following: (i) a daily accounts receivable ageing by Retailers, (ii) cash activity by Retailers,
and (iii) a sales and card load activity report detailing amounts due and days sales outstanding as
of the close of business on the prior day;



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               (2) if requested by Bank, copies of all of Borrower’s invoices as generated and daily sales,
invoice, and cash receipts registers or journals reflecting, on a daily basis, the information
described above;



               (3) such other documents, instruments, data or information of any type reasonably requested by
Bank with respect to the Accounts Receivable, retailer funds, inventory and any other Collateral or
otherwise reasonably required by Bank to monitor the flow of funds from each Retailer and deposit
in the Retailer Reserve Fund.



          (l) Financial Statements and Reports.



               (1) Borrower shall promptly furnish to Bank (at Borrower’s cost and expense) as soon as
available, and in any event within one hundred twenty (120) days after the close of each fiscal
year of Borrower financial statements, (prepared by Borrower and audited by certified public
accountants reasonably acceptable to Bank), that will fairly present in all material respects the
financial condition of Borrower at the close of such year, and income for such fiscal year,
prepared in conformity with generally accepted accounting principles consistently applied.



               (2) Borrower shall promptly furnish to Bank as soon as available and in any event not later
than thirty (30) days following the end of each fiscal quarter of Borrower, internally-prepared
unaudited financial statements that will fairly present in all material respects the financial
condition of Borrower at the close of such quarter, and income for such quarter, prepared in
conformity with generally accepted accounting principles consistently applied.



               (3) Also, Borrower shall promptly furnish to Bank any and all other reports, audits and
information from time to time as reasonably requested by Bank with respect to its



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financial condition and operations, including, but not limited to, copies of all federal and state
income tax returns filed by Borrower with the Internal Revenue Service and any state department of
revenue and any foreign taxing authority.




          (m) Right of Inspection. Borrower shall permit any officer, employee, or agent of
Bank to inspect and examine the Collateral and Borrower’s books of record and accounts, to take
copies and extracts from such books of record and accounts, and to discuss the affairs, finances,
and accounts of Borrower with Borrower’s accountants and auditors, during Borrower’s regular
business hours and as often as Bank may reasonably desire, and all upon reasonable advance notice;
it being acknowledged that Borrower may condition such access to Bank’s agent upon the same
entering into a standard confidentiality agreement that is reasonable acceptable to Bank.



          (n) Notice of Certain Events. Borrower shall promptly notify Bank if Borrower learns
of the occurrence of (i) any event that constitutes an Event of Default hereunder, together with a
detailed statement of the steps being taken by Borrower to cure the effect of such Event of
Default; or (ii) the receipt of any notice from, or the taking of any other action by, the holder
of any promissory note, debenture, or other evidence of indebtedness of Borrower or Next Estate
with respect to a claimed default, together with, a detailed statement specifying the notice given
or other action taken by such holder and the nature of the claimed default and what action Borrower
is taking or proposes to take with respect thereto; or (iii) any legal, judicial, or regulatory
proceedings affecting Borrower or the Collateral (or any of the Collateral) or Next Estate, in
which the amount involved is material and which, if adversely determined, would have a material and
adverse effect on the Collateral or on the business or financial condition of Borrower or Next
Estate; or (iv) any dispute between Borrower and any governmental or regulatory authority or any
other person, entity, or agency which, if adversely determined might jeopardize Bank’s security
interest in the Collateral



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or interfere with the normal business operations of Borrower; or (v) any material adverse change,
either individually or in the aggregate, in the assets, liabilities, financial condition, business,
operations, affairs, or circumstances of Borrower from those reflected in its financial statements
or from the facts warranted or represented in any of the Loan Documents, including this Agreement.




          (o) Payment of Taxes. Borrower shall punctually pay and discharge all taxes,
assessments and governmental charges or levies imposed upon Borrower or upon the income or upon any
of the property of Borrower; excepting, however, any taxes, assessments, charges, levies or claims
which are in good faith being timely contested by Borrower and are properly reserved against by
Borrower.



          (p) Loan Documents. Borrower will procure immediate delivery to Bank of all Loan
Documents and Next Estate Documents, properly prepared and executed, in full compliance with all of
Banks requirements relative thereto. The parties understand and agree that the Bank is solely
responsible for recording and filing any Loan Documents and perfecting the Bank’s security
interest; provided, however, Borrower agrees to take all actions reasonably required by Bank to
perfect such security interest. Borrower hereby authorizes Bank to file such financing statements
naming Borrower, as debtor, and Bank, as secured party (without execution thereof by Borrower) as
Bank in Bank’s sole discretion deems appropriate to perfect, protect, preserve and/or continue
Bank’s security interest in all or any of the Collateral.



          (q) No Default. Borrower will at all times fully comply with all provisions of the
Loan Documents, will allow no default or Event of Default to occur thereunder and will not permit
any condition to exist for any period of time which would adversely affect or jeopardize the
priority of Bank’s security position as to any of the Collateral herein or in any of the other Loan
Documents. Upon request by Bank, Borrower shall provide to Bank on such periodic basis as may be
specified by Bank and in such form as may be specified by Bank a Certificate of No Default, said
certificate to be executed on behalf of Borrower by Borrower’s President or Chief Financial
Officer.




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          (r) No Sale of Collateral. No Collateral shall be sold otherwise transferred without
the prior written consent of Bank, other than as expressly permitted in the Security Agreement.




          (s) Bank as Borrower’s Primary Banking Depository. Until such time as the Liabilities
are indefeasibly paid in full and the Letter of Credit has terminated and Bank has no further
commitment or obligation to advance funds under the Note, Borrower and Next Estate each shall
utilize Bank as its primary banking depository, provided that Bank’s rates and fees remain
competitive with those of similar institutions.




          (t) Indemnification. Borrower, will indemnify and hold harmless Bank from any claims
arising by reason of the execution hereof or the consummation of the transactions contemplated
hereby.




          (u) Hazard Insurance. Borrower shall obtain and maintain fire and extended coverage
insurance in the amount of the full insurable value of Borrower’s tangible business assets, with
such hazard insurance naming Bank as mortgagee-payee. As to the insurance covering Borrower’s
inventory, Bank shall be designated as the sole mortgagee-payee. As to the insurance covering
other tangible business assets of Borrower, Bank shall be designated as the loss payee. Such
insurance shall be written by an insurance company or companies authorized to transact business in
each location in which Borrower transacts business and be rated at least “A” by A. M. Best and
Company, and Borrower shall provide to Bank appropriate certificates reflecting that said insurance
is in force and that the premiums therefor have been paid.




          (v) Liability Insurance. Borrower shall carry, maintain and pay all premiums on
liability insurance insuring against injuries or deaths occurring in connection with the operation
of Borrower’s business and property damage coverage, in the form generally known as comprehensive
public liability insurance, with aggregate limits of not les than $1,000,000 in the case of injury
to or death of one or more persons or damage to property. All such insurance shall be written by
an








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insurance company or companies authorized to transact business in each location in which Borrower
transacts business and be rated at least “A” by A. M. Best and Company, and Bank shall be
designated as an additional insured on such policies and shall be provided with evidence that said
insurance is in force and that the premiums therefor have been paid.




          (w) No Other Guaranties. Except for reasonable and customary indemnities in
Borrower’s present and future agreements with third parties, Borrower shall not guarantee or become
responsible for the obligations of any other person, corporation or entity without the prior
written consent of Bank.




          (x) Accuracy of Representations and Warranties. All representations and warranties
set forth in this Agreement or in any of the other Loan Documents are true, correct, complete and
accurate in all material respects.




          (z) No Payment of Dividends. Without the express prior written consent of Bank,
Borrower shall pay no dividends to its shareholders.




          (aa) No Change in Ownership. Borrower shall not cause, allow or suffer to occur any
change in the ownership, nature, control or structure of Borrower without the prior written consent
of Bank. This Section 4(aa) and any other applicable section of the Loan Documents, shall not
apply to: (i) any issuance or grant by Borrower of stock or other equity of Borrower (and any
option, warrant or other instrument convertible into or exercisable for stock or other equity of
Borrower — and the issuance any stock or equity upon conversion or exercise of any such options,
warrants or other instruments); (ii) any issuance of unsecured debt of Borrower (whether or not
convertible); (iii) any transfers of Borrower’s stock for estate planning or similar purposes
(e.g., to a trust); and (iv) any transfers by any stockholders. At all times, Next Estate shall be
wholly owned by Borrower, and Borrower hereby represents and warrants that Next Estate currently
has no outstanding debt of any nature and covenants and agrees that Next Estate will not incur any
debt of any nature other debt owing to Bank without the prior written consent of Bank, which
consent may be withheld in Bank’s sole discretion.








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          (bb) No Loans to or Investments in Related Entities. Borrower shall not make, extend
or allow to remain outstanding any loans or advances to or investments in Borrower’s affiliates,
parent, subsidiaries, shareholders, directors, employees, officers or other related persons or
entities in excess of $5,000,000.00 in the aggregate without prior written consent of Bank




          (cc) Restrictions on Investments. Borrower shall not purchase or acquire, directly or
indirectly, any shares of stock of, any substantial part of the assets of, any interest in, or any
evidence of indebtedness, loans or other securities of, any person, corporation or other entity in
excess of $10,000,000 in the aggregate, without the prior written consent of Bank.




          (dd) Collection and Application of Proceeds; Notifying Account Debtors. Upon the
occurrence of an Event of Default, Borrower shall implement a lock box and remittance account
arrangements as are requested by Bank in Bank’s discretion. In connection therewith, Borrower shall
notify its Account Debtors to direct payments of Accounts to a post office box specified and
maintained by Bank. Proceeds transmitted to Bank, whether directly by Borrower or through said lock
box, shall be handled and administered in and through said remittances account; the maintenance of
any such account shall be solely for the convenience of Bank, and Borrower shall not have any
right, title, or interest in or to any such account or in the amounts at any time appearing to the
credit thereof Bank may apply and credit proceeds transmitted to or otherwise received by Bank
against the Liabilities in such order of application as is determined by Bank in Bank’s sole
discretion; however, Bank shall not be required to credit against the Liabilities the amount of any
check or other instrument constituting provisional payment until Bank has received final payment
thereof at its office in cash or solvent credits accepted by Bank. Borrower shall, at the request
of Bank, notify the Account Debtors of the security interest of Bank in any Account and shall
instruct Account Debtors to remit payments directly to Bank, and Bank may itself at any time so
notify and instruct Account Debtors. Once the aforesaid lockbox account and remittance account is
established, Borrower shall notify Bank of any collections received directly by Borrower and shall
hold the same








18









 







in trust for Bank without commingling the same with other funds of Borrower and shall turn the same
over to Bank immediately upon receipt in the identical form received with all necessary
endorsements.




          (ee) Collection of Accounts. Borrower (i) shall (a) deliver any instrument or chattel
paper evidencing or constituting an Account to Bank, and (b) use its best efforts to collect its
Accounts in a commercially reasonable manner, and (ii) agrees that no court action or other legal
proceeding or garnishment, attachment, repossession of property, detinue, sequestration or any
other attempt to repossess any merchandise covered by an Account shall be attempted by Borrower
except by or under the direction of competent legal counsel. Borrower hereby agrees to indemnify
and hold Bank harmless for any loss or liability of any kind or character which may be asserted
against Bank by virtue of any suit filed, process issued, or any repossession or attempted
repossession done or attempted by Borrower or by virtue of any other actions or endeavors which
Borrower may make to collect any Accounts or repossess any such merchandise.




          (ff) Assignment and Payment Instructions. Borrower shall cause each of its Retailers
and Resellers to execute a contract containing irrevocable, without Bank’s written consent,
instructions, acceptable to Bank, or an irrevocable, without Bank’s written consent, letter notice
to each Retailer or Reseller, obligating each Retailer or Reseller to remit all Retailer Funds to
the Retailer Reserve Fund.




          (gg) Liquid Assets. Borrower shall at all time have on deposit in an account or
accounts at Bank (or on deposit in accounts at Bank and its affiliates) at least $15,000,000.00
which accounts and funds deposited therein shall be pledged to Bank as security for the Liabilities
either through the Deposit Account Pledge and as applicable, Next Estate Deposit Account Pledge or
such other pledge agreement reasonably required by Bank. Such pledged deposit accounts shall be
under the exclusive control of Bank and subject to no liens or security interest other than those
in favor of Bank. Borrower agrees (and as applicable, agrees to cause Next Estate) to execute such
control agreements and other agreements as Bank may reasonably require to perfect Bank’s security
interest in such accounts and the funds deposited therein.








19









 








          (hh) Other Matters. No information, exhibit, schedule or report furnished or to be
furnished by Borrower to Bank in connection with this Agreement contains or will contain any
material statement of fact, or fails or will fail to state any material fact, the omission of which
would render the statements therein materially false or misleading when made, provided, however,
that Borrower shall promptly notify Bank of any fact or occurrence which would subsequently render
such statement materially false or misleading.




     5. EVENTS OF DEFAULT.



     The occurrence of any of the following events or conditions shall constitute an Event of
Default for the purposes of this Agreement



          (a) Nonpayment when due or within such, if any, applicable grace period of any sum herein or
in the Note, in the Reimbursement Agreement or other Loan Documents required to be paid by
Borrower;




          (b) Failure of Borrower to comply with any covenant or agreement contained herein or the
occurrence of any other breach or default hereunder or under the Note, the Security Agreement, or
any of the other Loan Documents on the part of Borrower not cured or remedied to Bank’s
satisfaction within such, if any, grace or cure period as might be applicable;




          (c) Any representation, warranty or statement made by or on behalf of Borrower herein or in
any certificate, report, schedule, representation, statement or other writing at any time delivered
pursuant hereto or in connection herewith is untrue in any material respect as of the date made;




          (d) Borrower makes an assignment for the benefit of creditors, files a petition in bankruptcy,
petitions or applies to any tribunal for the appointment of a custodian, receiver or trustee for
Borrower or any substantial part of its assets, or commences any proceeding under any bankruptcy,
reorganization, rearrangement, readjustment of debt, dissolution or liquidation law or statute of
any jurisdiction, whether now or hereafter in effect; or if there is filed any such petition or
application, or any such proceeding is commenced against Borrower, in
which an order for relief is entered or which remains undismissed for a period of 30 days or more; or if Borrower by any act or




20









 







omission indicates its consent to, approval of or acquiescence in any such petition, application or
proceeding or order for relief or in the appointment of a custodian, receiver or any trustee for it
or any substantial part of its properties and suffers any such custodianship, receivership or
trusteeship to continue undismissed for a period of 30 days or more;




          (e) Borrower conceals, removes, or permits to be concealed or removed, any part of its
property, with intent to hinder, delay or defraud creditors or any of them, or makes or suffers a
transfer of any property of Borrower to or for the benefit of a creditor at a time when other
creditors similarly situated have not been paid, or suffers or permits, while insolvent, any creditor to obtain a lien upon any of
its property through legal proceedings or distraint which is not vacated within 30 days from the
date thereof;




          (f) Unless otherwise expressly permitted in the Security Agreement, should Borrower sell,
encumber, convey or otherwise transfer any interest in the Collateral or any portion thereof
without the prior written consent of Bank;




          (g) Borrower is dissolved or liquidated or loses its separate corporate identity through any
merger, consolidation or reorganization, without Bank’s prior written approval;




          (h) Should any material default occur under any other promissory note, reimbursement
agreement, or other evidence of indebtedness or any security deed, security agreement or other
security instrument from Borrower to Bank;




          (i) Should any material adverse change occur, either individually or in the aggregate, in the
assets, liabilities, financial condition, business operations or circumstances of Borrower from
those reflected in Borrower’s financial statements or from the facts warranted by Borrower in this
Agreement or in any of the other Loan Documents;




          (j) The occurrence or continuation of any default or event of default by or attributable to
Borrower under or in connection with any security deed, mortgage, deed of trust, lease, security
agreement, note, bond indenture, loan agreement or similar instrument or agreement to which
Borrower is now or may hereafter be a party or by which Borrower or any of its property (including,
without limitation, any of the Collateral) is now or may hereafter be bound or affected;




21









 








          (k) Should any judgment or judgments in excess of $100,000.00 in the aggregate, be entered
against Borrower and remain unpaid, unstayed or undismissed for a period of more than (5) business
days thereafter;




          (l) Should Borrower cease or discontinue doing business for more than five (5) consecutive
business days during any calendar year for any reason;




          (m) Any change of circumstances or any event or occurrence affecting Borrower or the
Collateral which Bank in its reasonable discretion deans to impair substantially the ability of
Borrower to comply with all of its obligations herein contemplated and contemplated in the other
Loan Documents;




          (n) Should a default attributable to Borrower occur under the Synovus Management Agreement and
the expiration of any, if any, post-termination servicing period provided therein has occurred;




          (o) Should the Synovus Management Agreement be terminated or cancelled for any reason and the
expiration of any, if any, post-termination servicing period provided in the Synovus Management
Agreement has occurred;




          (p) Should any default or Event of Default occur under, and as defined in, any of the Loan
Documents or any of the Next Estate Documents (which, if applicable, continues beyond any, if any,
applicable cure period contained therein); or




          (q) Any material failure of Next Estate to comply with any covenant or agreement contained in
any of the Next Estate Documents or occurrence of any material breach or default under any of the
Next Estate Documents on the part of Next Estate (which, if applicable, continues beyond any, if
any, applicable cure period contained therein).



     6. REMEDIES.



          (a) General. Upon the occurrence and during the continuance of an Event of Default, Bank
shall have and at its option may exercise, at any time and from time to time and 



22












 






without notice to
Borrower, each, any and all of its rights and remedies herein and in the Note, the Security
Agreement and other Loan Documents and Next Estate Documents provided or which are otherwise
available to Bank under applicable law, including but not limited to its right to declare
accelerated and thereby render immediately due and payable all indebtedness herein contemplated
(whether represented by the Note or otherwise), to enforce collection of said indebtedness from
Borrower by suit or other lawful means, and to exercise any and all rights of foreclosure provided
in the Security Agreement and the other Loan Documents and Next Estate Documents or which are
otherwise available to Bank with respect to the Collateral or any other collateral securing the
Line of Credit Note. All such rights and remedies are and shall be cumulative and maybe exercised
singly, concurrently or in such combinations as Bank from time to time may elect. The failure to
exercise any such remedy shall not constitute a waiver thereof, nor shall any partial or
ineffectual use of any such remedy prevent the subsequent or concurrent resort to the same or any
other remedy or remedies. It is intended that this clause shall be broadly construed so that all
remedies herein provided for or otherwise available to Bank shall continue and be each and all
available to Bank until all sums due it by reason of the transactions and obligations contemplated
by this Agreement have been fully paid and fully discharged without loss or damage to Bank.




          (b) Set-off. Upon the occurrence and during the continuance of any Event of Default, Bank is
authorized at anytime and from time to time, without notice to Borrower (any such notice being
expressly waived by Borrower), to set-off and apply any and all deposits (general or special, time
or demand, provisional or final) to include, but not be limited to, any certificate of deposit, at
any time held to or for the credit or the account of Borrower against the Note or other instrument
or agreement in default. Bank agrees promptly to notify the Borrower after any such set-off and
application; provided, however, that the failure to give such notice shall not affect the validity
of such set-off and application. The rights of Bank under this subsection (b) are in addition to
other rights and remedies (including but not limited to other rights of set-off) that Bank may
have.






23









 







And in the
event of Bank’s sale of any participation in any loan or loans herein contemplated, each participating lender shall have and may exercise, to
the extent of its participation, the same rights of set-off and related rights as those provided
for Bank in this subsection (b).




          (c) If an Event of Default has occurred under this Agreement and credit remains available
under the Letter of Credit, Borrower agrees to pay to Bank, promptly upon written demand by Bank
therefor, an amount equal to the maximum amount available to be drawn under the Letter of Credit or
at Bank’s option, subject to availability under the Credit Facility, Bank may withdraw such amount
from the Credit Facility. At Bank’s option, all amounts so paid to Bank may be held by Bank in a
reserve account at Bank under the exclusive control of Bank as security for the repayment of the
obligations of Borrower under the Reimbursement Agreement. Bank may maintain any reserve held under
the terms of this Agreement in any manner Bank may see fit, and Bank may invest the same in such
investment or investments (including but not limited to certificates of deposit issued by Bank) as
Bank may choose or not invest the same. Bank shall not be required to pay, or to account to
Borrower or anyone else for, any interest or other earnings on any reserve at any time held by Bank
under this Agreement, except that any income or profits from any investment of such reserve made by
Bank shall become a part of such reserve. Bank may disburse any funds held in such account for
payment of the obligations of Borrower under the Reimbursement Agreement or any of the other
Liabilities in such order and priority of application as Bank may determine in its discretion. At
such time as the Letter of Credit is terminated and all obligations of Borrower under the
Reimbursement Agreement are indefeasibly paid in full Bank will at Bank’s option apply any amounts
remaining in such reserve account to the Liabilities, whether or not same are then due, and/or
disburse all or any portion of such amounts to Borrower or any other person or entity legally
entitled thereto.




     7. MISCELLANEOUS.



          (a) Incorporation by Reference. Each of the Loan Documents, whether delivered








24









 







to and accepted by Bank contemporaneously herewith or from time to time hereafter, shall be and
hereby are incorporated herein and made a part hereof by this reference. In the event of any
conflict or inconsistencies among any of the various terms and provisions which appear in this
Agreement and other Loan Documents, the provisions of this Agreement shall control, except to the
extent the Note or Security Agreement conflict, in which case the Note or the Security Agreement,
respectively, shall control to the extent the issue specifically involves the subject matter of
such document.




          (b) Notices. Any demand, notice or other communication herein or in any of the Loan Documents
required or permitted to be given in writing shall be deemed sufficiently given when personally
delivered, or the second day after being mailed by certified mail, postage prepaid, return receipt
requested, addressed as follows:




	 	 	 
	 

	 	If to Borrower:
	 
	 	 
	 

	 	Green Dot Corporation
	 

	 	Attention: Steve Streit
	 

	 	605 E. Huntington Drive, Suite 205
	 

	 	Monrovia, California 91016
	 
	 	 
	 

	 	If to Bank:
	 
	 	 
	If by U.S.

	 	Columbus Bank and Trust Company
	Mail:

	 	Attn: Corporate Banking (Steve Adams)
	 

	 	Post Office Box 120 (1148 Broadway)
	 

	 	Columbus, Georgia 31902 (31901)
	 
	 	 
	If by Hand

	 	1148 Broadway
	Delivery or

	 	Columbus, Georgia 31901
	Overnight
	 	 
	Courier:
	 	 





The address of any such party may be changed by written notice given as hereinabove provided.




          (c) Invalidity. In the event that any one or more of the provisions contained in the Note,
this Agreement or any of the other Loan Documents for any reason shall be held invalid,








25









 







illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall
not affect any other provision of the Note, this Agreement or any of the other Loan Documents.




          (d) Survival. This Agreement and the rights and obligations of the parties hereunder shall
survive and shall not be superseded by any Loan Documents executed as herein contemplated or by any
other instruments or documents executed and delivered in connection with Bank’s extension of credit
herein contemplated.




          (e) Successors and Assigns. All covenants and agreements made by or on behalf of Borrower in
this Agreement and in the other Loan Documents shall be fully binding upon Borrower and its
successors and assigns, and shall inure to the benefit of Bank and its successors and assigns.




          (f) Renewal Notes. All provisions of this Agreement relating to the Note or the indebtedness
represented thereby shall apply with equal force and effect to each and all (if any) promissory
notes henceforth executed which in whole or in part represent a renewal, extension (for any
period), increase, or rearrangement of any part of the indebtedness originally represented by the
Note or of any part of such indebtedness, except as otherwise specifically agreed to in writing
between Bank and Borrower at that time. Nothing contained herein shall obligate Bank in any way to
extend or renew the Note.




          (g) Non-Waiver. No action or course of dealing on the part of Bank, its officers, employees,
consultants, attorneys or agents, and no failure or delay by Bank with respect to its exercise of
any right, power, or privilege of Bank under this Agreement or other Loan Documents shall operate
as a waiver thereof. No waiver by Bank of any default on the part of Borrower or under any of the
other Loan Documents shall be considered a waiver of any other or subsequent default,








26









 







and no exercise or enforcement of any rights or powers hereunder or under any of the other Loan
Documents by Bank shall be held to exhaust such rights or powers and every such right and power may
be exercised from time to time by Bank.




          (h) Rights Cumulative. All rights and remedies of Bank under this Agreement and other Loan
Documents shall be cumulative and not exclusive of any and all other rights and remedies available
to Bank at law, in equity or otherwise. The exercise or partial exercise of any such right or
remedy shall not preclude other or further exercise of the same or any other right or remedy.




          (i) Governing Law. This Agreement constitutes a contract made by the parties in the State of
Georgia, and shall be construed in accordance with and governed by the laws of that State.




          (j) Titles of Sections, etc. All titles or headings to sections, subsections, or other
divisions of this Agreement are only for the convenience of the parties and shall not be construed
to have any effect or meaning with respect to the other content of such sections or other
divisions.




          (k) Time of Essence. Time is of the essence with regard to each and every provision of this
Agreement and the other Loan Documents.




          (l) Counterparts. This Agreement may be executed in two or more counterparts, and it shall not
be necessary that the signatures of all parties be contained on any one counterpart. Each
counterpart shall be deemed an original, and all such counterparts collectively shall constitute
one and the same instrument.




          (m) Amendment. No amendment or modification of this Agreement shall be effective unless in
writing and signed by the parties hereto.




          (n) Third Patty Reliance. Bank has not entered into this Agreement for the purpose of giving
any assurance to any party other than Borrower that Bank will make the loan or extend credit herein
contemplated, and no other person, firm, or corporation shall be
authorized to rely on this Agreement in dealing with Borrower in any matter concerning the
subject matter hereof.




27









 








          (o) Costs, Expenses and Taxes. Borrower shall pay on demand all actual and reasonable
out-of-pocket costs and expenses of Bank (including reasonable fees and out-of-pocket expenses of
Bank’s counsel) in connection with the preparation, execution, delivery, and administration of this
Agreement and the other Loan Documents delivered or to be delivered pursuant to or in connection
with this Agreement, and all actual or reasonable out-of-pocket costs and expenses (including
reasonable attorneys’ fees and legal expenses) incurred by Bank in connection with any enforcement
of this Agreement or any other Loan Documents, or to enforce, protect, defend, liquidate, and/or
administer any Collateral herein contemplated. In addition, Borrower agrees to pay and to hold Bank
harmless from any liability for any intangibles taxes, stamp or other taxes which may be required
with regard to the Security Agreement or any of the other Loan Documents and the filing and
recording of any necessary financing statements. Borrower also shall promptly pay all other
miscellaneous charges and fees as may reasonably accrue in a lending transaction of a similar
nature. Borrower shall promptly reimburse Bank on demand for all amounts expended, advanced, or
incurred by Bank to satisfy any obligation of Borrower under this Agreement or any other Loan
Documents, or to perfect the liens in favor of Bank, or to protect the properties or business of
Borrower, or to collect the indebtedness of Borrower to Bank, or to enforce any rights of Bank
under this Agreement or any other Loan Documents, which amounts will include all court costs,
reasonable attorneys’ fees, fees of auditors and accountants, and investigation expenses reasonably
incurred by Bank in connection with any such matters, together with interest thereon at the rate
applicable to past due principal and interest as set forth in the Note, but in no event in excess
of the maximum lawful rate of interest permitted by applicable law on each such amount. All
obligations for which this subsection (o) provides shall survive any termination of this Agreement.




          (p) Audit Fee. Should it be necessary, in the sole and absolute discretion of Bank, to
conduct any audits of Borrower’s accounts as a result of the occurrence of a default or an Event of
Default, the reasonable charges by any person or entity designated by Bank to perform such audit
and 







28









 








all out-of-pocket expenses incurred by such person or entity in connection with such audits
shall, upon demand, be immediately payable by Borrower. Should the indebtedness of Borrower to Bank evidenced by the Note be extended or renewed
(which extension or renewal shall be in the sole and unlimited discretion of Bank), Borrower agrees
that it shall pay to Bank a renewal fee during each 12-month period of any such renewal or
extension in an amount to be determined by Bank per year, said annual fee to be due and payable
immediately upon said renewal or extension.




          (q) Participation. It is understood that Bank from time to time may sell participation in the
loan contemplated by this Agreement and enter into participation agreements with one or more
participating lenders selected by Bank, upon terms and conditions satisfactory to Bank. No notice
to or no consent of Borrower shall be required with regard to any such participation. Bank shall
have the right, without Borrower’s prior consent, to provide to each participating lender, if any,
a copy of each of the Loan Documents and each report, certificate, communication and document
required of Borrower hereunder.




          (r) Entire Agreement. This Agreement, together with the other Loan Documents and the
documents and instruments contemplated by this Agreement and the other Loan Documents constitute
the entire agreement among the parties hereto with regard to the subject matter hereof. No
promises, covenants, representations or agreements other than as expressly set forth in the Loan
Documents have been made to or with Borrower and Borrower expressly represents and warrants that
Borrower is not relying on any promises, covenants, representations or agreements other than as
expressly set forth in the Loan Documents in entering into the transactions contemplated by the
Loan Documents. Bank and Borrower expressly agree that this Agreement amends and restates in its
entirety the Prior Line of Credit Agreement which shall be of no further force or effect following
the date hereof.








29









 








          (s) Modification of Loan Documents. Each of the Loan Documents are hereby modified and
amended to the extent necessary to fully evidence and secure any and all extensions, amendments,
restatements, renewals, or modifications of the Note.




          (t) No Novation. It is the intent of the parties hereto that this Agreement shall not
constitute a novation and shall not adversely affect or impair the Bank’s priority in the property
pledged herein and in the Security Agreement and Bank shall retain a first priority lien and
security interest on the property described therein, superior to any other encumbrances.




          (u) Early Termination. Borrower hereby acknowledges and agrees that unless otherwise
consented to by Bank in writing, Borrower may not terminate the Credit Line prior to the maturity
date of the Note unless (i) all Liabilities have been indefeasibly and finally paid in full, (ii)
Borrower acknowledges and confirms in writing that Bank has no further obligation or commitment to
advance funds under the Credit Line, and (iii) the Synovus Management Agreement has been terminated
and all post-servicing period provided in the Synovus Management Agreement has expired.








30









 








     IN WITNESS WHEREOF, Borrower and Bank have each executed and delivered these presents, each of
them acting by and through their respective duly authorized corporate officers, under their
respective seals, as of the date first above written.



	 	 	 	 	 
	 	BORROWER:



GREEN DOT CORPORATION, a Delaware

corporation

 	 
	 	By:  	/s/ Steven W. Streit
 	 
	 	 	Steven W. Streit, President 	 
	 	 	 	 
	 
	 	 	 
	 	Attest:   	                           /s/ John C. Ricci
 	 
	 	 	John C. Ricci, Secretary 	 
	 	 	 	 
	 
	 	[Corporate Seal]

 
	 
	 	 	 
	 	BANK:





COLUMBUS BANK AND TRUST COMPANY, a Georgia banking
corporation

 	 
	 	By:  	/s/
 	 
	 	 	Vice President 	 
	 	 	 	 
	 
	 	[Bank Seal]

 
	 
	 	 	 




31