Exhibit
10.28


 


Amended and Restated NetSpend Holdings, Inc. 2004 Stock
Option Plan

Notice of Grant


 


	
  Name:

  	
   

  	
   

  	
  Address:

  	
   

  



 


You have been granted an
option to purchase Common Stock
of the Company, subject to the terms and conditions of the Stock Option Agreement
attached hereto (the “Stock Option Agreement”) and the Amended and Restated
NetSpend Holdings, Inc. 2004 Stock Option Plan (the “Plan”), as follows:


 


	
  Date of Grant:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Vesting Measurement Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Option Price per Share:

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Shares
  Granted:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Option Price:

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Type of Option:

  	
  o Incentive
  Stock Option o Nonqualified
  Stock Option

  
	
   

  	
   

  	
   

  	
   

  
	
  Expiration Date:

  	
   

  	
   

  	
   

  



 


Capitalized terms not
defined herein shall have the meanings ascribed to such terms in the Plan or
the Stock Option Agreement.


 


Vesting Schedule:


 


This Option shall become
vested and may be exercised, in whole or in part, in four equal annual
installments on each of the first four anniversaries of the Vesting Measurement
Date, subject to (1) your continued employment with the Company or an
Affiliate through the applicable vesting date and (2) Section 9(b) of
the Plan.  Section 9(b) of the
Plan generally provides that in the event of a Change in Control twenty-five
percent (25%) of the Option will immediately vest, subject to your continued
employment with the Company or an Affiliate through the date of the Change in
Control.  Notwithstanding the foregoing or any provision of the Plan or the Stock
Option Agreement to the contrary, in the event of a Change in Control, if in
connection therewith any unvested portion of the Option is not being assumed
by, or substituted for new options (“New Options”) covering the stock of, the
surviving, successor or purchasing corporation, or a parent or subsidiary
thereof, 100% of such unvested portion of the Option shall be vested upon the
consummation of such Change in Control. 
Further, in the event that (a) a Change in Control occurs and (b) during
the twelve-month period  following
such Change in Control, your employment is terminated by the Company or an
Affiliate for any reason other than for (i) Cause or (ii) Disability,
then 100% of the Option or New Options, as applicable, shall be vested
immediately.  For purposes of clarification, in the event of a termination
of your employment by the Company or an Affiliate for Cause, by you for
any other reason or in the event of your death, the Option or New Options,
as applicable, shall not be vested pursuant to the preceding sentence.


 

















 


Termination Period:


 


This Option (to the extent
vested) may be exercised for the period set forth in Section 4 of the
Stock Option Agreement which generally provides the following:  (1)  the Option may be exercised for 90
days after any termination of employment, or for such longer period as may be
applicable upon death or Disability, but in no event later than the Expiration
Date (as provided above) and (2) the Option may not be exercised (A) after
the termination of your employment by the Company or an Affiliate for Cause (as
defined in the Plan), (B) after a breach by you of any confidentiality,
non-solicitation or non-competition agreement between you and the Company or
any of its Affiliates, or (C) after you engage in any Detrimental
Activity.


 


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Amended and Restated


NetSpend Holdings, Inc.


2004 Stock Option Plan


 


Stock Option Agreement


 


This Stock Option Agreement
(this “Agreement”) is made as of the        day
of
                       ,
200    , between NetSpend Holdings, Inc., a Delaware
corporation (the “Company”), and
                      
(the “Participant”, which term as used herein shall be deemed to include any
successor to the Participant by will or by the laws of descent and
distribution, unless the context shall otherwise require).


 


Pursuant to the Company’s
Amended and Restated 2004 Stock Option Plan (the “Plan”), the Company, acting
through the Committee, approved the issuance to the Participant, effective as
of the date set forth above, of a stock option to purchase the number of shares
(the “Shares”) of Common Stock,
$0.001 par value per share, of the Company (the “Option  Stock”), at the price (the “Option Price”),
each as set forth in the Notice of Grant attached hereto (the “Notice of Grant”),
upon the terms and conditions hereinafter set forth.  Capitalized terms not defined herein shall
have the meanings ascribed to such terms in the Plan or in the Notice of Grant.


 


NOW,
THEREFORE, in consideration of the mutual premises and
undertakings hereinafter set forth, the parties hereto agree as follows:


 


1.             Option;
Option Price.


 


On behalf of the Company,
the Committee hereby grants to the Participant an option (the “Option”) to
purchase the number of shares of Option Stock of the Company set forth in the
Notice of Grant, at an exercise price per share equal to the Option Price set
forth in the Notice of Grant, subject to the terms and conditions of this
Agreement and the Plan (which is incorporated by reference herein and which in
all cases shall control in the event of any conflict with the terms,
definitions and provisions of this Agreement). 
If designated in the Notice of Grant as an “incentive stock option”, the
Option is intended to qualify for Federal income tax purposes as an “incentive
stock option” within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the “Code”).  A
copy of the Plan as in effect on the date hereof has been supplied to the
Participant, and the Participant hereby acknowledges receipt thereof.


 


2.             Term.


 


The term (the “Option Term”)
of the Option shall commence on the Date of Grant and shall expire on the
Expiration Date set forth in the Notice of Grant, unless such Option shall
theretofore have been terminated in accordance with the terms hereof or of the
Plan.


 


3.             Time
of Exercise.


 


(a)           The Option shall be vested and
exercisable as set forth in the Notice of Grant.


 

















 


(b)           Anything contained in this Agreement
to the contrary notwithstanding, to the extent that this Option is intended to
be an “incentive stock option”, as set forth in the Notice of Grant, the Option
shall not be exercisable as an incentive stock option, and shall be treated as
a non-qualified stock option, to the extent that the aggregate Fair Market
Value (as determined in accordance with Section 6(b) of the Plan) on
the date hereof of all stock with respect to which incentive stock options are
exercisable for the first time by the Participant during any calendar year
(under the Plan and all other plans of the Company and its Subsidiaries, if
any) exceeds $100,000.


 


4.             Termination
of Option.


 


(a)           The unexercised portion of the Option
shall automatically terminate and shall become null and void and be of no
further force or effect upon the first to occur of the following:


 


(i)            the expiration of the Option Term;


 


(ii)           the expiration of ninety (90) days
from the date of the Participant’s Termination of Service (other than as a
result of death, Disability or a Termination of Service by the Company or an
Affiliate for Cause); provided, however, that if the Participant
shall die during such ninety-day period, the time of termination of the
unexercised portion of the Option shall be one year from the date of the
Participant’s death;


 


(iii)          the expiration of one year from the
date of the Participant’s Termination of Service if such Termination of Service
is a result of the Participant’s death or Disability;


 


(iv)          immediately upon the Participant’s
Termination of Service if such Termination of Service is by the Company or an
Affiliate for Cause;


 


(v)           except to the extent permitted by Section 7(c) of
the Plan or Section 11, the date on which the Option or any part thereof
or right or privilege relating thereto is transferred (otherwise than by will
or by the laws of descent and distribution), assigned, pledged, hypothecated,
attached or otherwise disposed of by the Participant; and


 


(vi)          except as otherwise permitted by the
Committee, the date on which the Participant breaches any confidentiality,
non-competition or non-solicitation agreement between the Participant and the
Company or the date on which the Participant engages in a Detrimental
Activity.  For purposes of this
Agreement, a “Detrimental Activity” means (1) the rendering of services
for any organization or engaging directly or indirectly in any business which
is or becomes competitive with the Company, or which organization or business,
or the rendering of services to such organization or business, is or becomes
otherwise prejudicial to or in conflict with the interests of the Company; (2) the
disclosure to anyone outside the Company, or the use in other than the Company’s
business without the prior written authorization from the Company, of any
confidential information or material; (3) any attempt to directly or
indirectly induce any employee of the Company (or any person who was an
Employee or Consultant during the six-month period preceding the Participant’s
Termination of Service) to be employed or perform services elsewhere; (4) any
attempt directly or indirectly to solicit the trade or 


 


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business of any current or
prospective customer (or entity that was a customer during the six-month period
preceding the Participant’s Termination of Service); or (5) any other
conduct or act determined to be injurious, detrimental or prejudicial to any
interest of the Company, in each case as determined by the Committee in its
sole discretion.  For purposes of this
clause (vi), the term “Company” means the Company and its Affiliates.


 


(b)           Anything contained herein to the
contrary notwithstanding, the Option shall not be affected by any change of
duties or position of the Participant (including a transfer to or from the
Company or any of its Affiliates), so long as the Participant continues to be
an Employee or a Consultant.


 


(c)           In the event of the Participant’s
Termination of Service, the Company shall have the right, but not the
obligation, to repurchase any and all Optioned Shares as set forth in the
Notice (defined in Section 5(a)) or in any stockholders, stock restriction
or similar agreement to which the Participant is a party, as applicable.


 


5.             Procedure
for Exercise.


 


(a)           The Option may be exercised, from
time to time, in whole or in part (but for the purchase of whole shares only),
by delivery of a written notice in the form attached as Exhibit A hereto
(the “Notice”) from the Participant to the Chief Financial Officer of the
Company, which Notice shall:


 


(i)            state that the Participant elects to
exercise the Option;


 


(ii)           state the number of shares with
respect to which the Option is being exercised (the “Optioned Shares”);


 


(iii)          state the method of payment for the
Optioned Shares pursuant to Section 5(b);


 


(iv)          state the date upon which the
Participant desires to consummate the purchase of the Optioned Shares (which
date must be prior to the termination of such Option and no sooner that 5
business days from the delivery of such Notice and no later than 30 calendar
days from the delivery of such Notice, as may be appropriately adjusted by the
Committee in the event of a Change in Control);


 


(v)           if the Option shall be exercised by
any person other than the Participant, include evidence to the satisfaction of
the Committee of the right of such person to exercise the Option pursuant to Section 11;
and


 


(vi)          include such further provisions
consistent with the Plan (including, without limitation, the execution of a
joinder to a stockholders agreement and/or stock restriction agreement or
similar agreement) as the Committee may from time to time require.


 


(b)           Payment of the Option Price for the
Optioned Shares shall be made (i) in cash or by personal or certified
check payable to the Company, (ii) by delivery of stock certificates (in
negotiable form) representing shares of Option Stock that have been owned of 


 


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record by the Participant
for more than six months on the date of exercise and that have a Fair Market
Value on the date of exercise (determined in the manner set forth in Section 6(b) of
the Plan as if the date of exercise were the Date of Grant) equal to the
aggregate Option Price of the Optioned Shares, (iii) in compliance with
any cashless exercise program authorized by the Committee in its sole
discretion; or (iv) a combination of the methods set forth in the
foregoing clauses (i), (ii) and (iii).


 


(c)           The Company shall issue (or cause to
be issued) a stock certificate in the name of the Participant (or such other
person exercising the Option in accordance with the provisions of Section 11)
for the Optioned Shares as soon as reasonably practicable after receipt of the
Notice and payment of the aggregate Option Price for such shares.  Such stock certificate shall contain the
legend set forth in Section 7 of the Exercise Notice attached hereto as
Exhibit A.


 


6.             Withholding.


 


The
Committee shall be entitled to require as a condition of delivery of shares of
Option Stock in connection with the exercise of an Option that the Participant
remit or, in appropriate cases, agree to remit when due, an amount sufficient
to satisfy all current or estimated future federal, state and local withholding
tax and employment tax requirements relating thereto.  The Committee may in its discretion permit
the minimum statutorily required withholding obligations be satisfied by having
the Company withhold a portion of the shares that would otherwise be issued to
the Participant upon exercise of an Option, if any.


 


7.             No
Rights as a Stockholder.


 


The Participant shall not
have any privileges of a stockholder of the Company with respect to any
Optioned Shares until the date of issuance of a stock certificate pursuant to Section 5(c).


 


8.             Adjustments.


 


(a)           Changes in Capital Structure.  Subject to Section 8(b), if the Option
Stock is changed by reason of a change in corporate capitalization, such as a
stock split, reverse stock split, stock dividend or recapitalization, or
converted into or exchanged for other securities as a result of a merger,
consolidation or reorganization, the Committee shall make such adjustments as
shall be equitable and appropriate in order to make any outstanding Option, as
nearly as may be practicable, equivalent to the portion of the Option
outstanding as of the effective date of such transaction.  Anything contained in the Plan or in this Agreement
to the contrary notwithstanding, in the case of ISOs, no adjustment under this Section 8(a) shall
be appropriate if such adjustment (i) would constitute a modification,
extension or renewal of such ISOs within the meaning of Sections 422 and 424 of
the Code, and the regulations promulgated by the Treasury Department
thereunder, or (ii) would, under Section 422 of the Code and the
regulations promulgated by the Treasury Department thereunder, be considered
the adoption of a new plan requiring stockholder approval.


 


(b)           Change in Control.  Notwithstanding any provision of the Plan to
the contrary, in the event of a Change in Control, the Committee may make such
adjustments and/or 


 


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settlements of the
outstanding portion of the Option as it deems appropriate and consistent with
the Plan’s purposes, including, without limitation, canceling the Option if the
Option Price exceeds the price paid for a share of Option Stock in connection
with a Change in Control; provided, however, that (1) in the
event of any inconsistency between the provisions of this subsection (b) and
any provision in the Notice of Grant regarding vesting upon a Change in
Control, the provisions in the Notice of Grant shall govern and (2) in the
event of the assumption of the Option by, or the substitution for such Option
of a new option covering the stock of, the surviving, successor or purchasing
corporation, or a parent or subsidiary thereof, with appropriate adjustments as
to the number, kind and option price of shares subject to such option, the
Committee shall, in the case of ISOs, to the extent not inconsistent with the
best interests of the Company or its Affiliates (such best interests to be
determined in good faith by the Committee in its sole discretion), use its best
efforts to ensure that any such assumption or substitution will not constitute
a modification, extension or renewal of the ISOs within the meaning of Section 424(h) of
the Code and the regulations promulgated by the Treasury Department
thereunder.  Notwithstanding the foregoing or any provision of the Plan or this
Agreement to the contrary, in the event of a Change in Control, if in
connection therewith any unvested portion of the Option is not being assumed
by, or substituted for new options (“New Options”) covering the stock of, the
surviving, successor or purchasing corporation, or a parent or subsidiary
thereof, 100% of such unvested portion of the Option shall be vested upon the
consummation of such Change in Control. 
Further, in the event that (a) a Change in Control occurs and (b) during
the twelve-month period  following
such Change in Control, a Termination of Service occurs and such Termination of
Service is by the Company or any Affiliate for any reason other than for Cause
or Disability, 100% of the Option or New Options, as applicable, shall be
vested immediately.


 


(c)           Any adjustments referred to in Section 8(a) or
(b) shall be made by the Committee in its sole discretion and shall be
conclusive and binding on the Participant.


 


9.             Additional
Provisions Related to Exercise.


 


(a)           The Option shall be exercisable only
on such date or dates and during such period and for such number of shares of
Option Stock as are set forth in this Agreement.


 


(b)           To exercise the Option, the
Participant shall follow the procedures set forth in Section 5
hereof.  Upon the exercise of the Option
at a time when there is not in effect a registration statement under the
Securities Act of 1933, as amended (the “Securities Act”), relating to the
shares of Option Stock issuable upon exercise of the Option, the Committee in
its discretion may, as a condition to the exercise of the Option, require the
Participant (i) to make the representations set forth in Exhibit B
hereto and (ii) to make such other representations and warranties as are
deemed appropriate by counsel to the Company. 
No shares of Option Stock shall be issued and delivered upon the
exercise of the Option unless and until the Company and/or the Participant
shall have complied with all applicable Federal or state registration, listing
and/or qualification requirements and all other requirements of law or of any
regulatory agencies having jurisdiction.


 


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10.          No
Evidence of Employment or Consulting Relationship.


 


Nothing
contained in the Plan or in this Agreement shall confer upon the Participant
any right with respect to the continuation of his or her employment by, or
service relationship with, the Company or any Affiliate or interfere in any way
with the right of the Company or any Affiliate (subject to the terms of any
separate agreement to the contrary), at any time to terminate such employment
or service relationship or to increase or decrease the compensation of the
Participant from the rate in existence at the time of the grant of the
Option.  For the avoidance of doubt, this
Option shall not guarantee employment for the length of all, or any portion of,
the vesting schedule set forth in the Notice of Grant.


 


11.          Restriction
on Transfer.


 


The
Option may not be transferred, pledged, assigned, hypothecated or otherwise
disposed of in any way by the Participant, except by will or by the laws of
descent and distribution, and may be exercised during the lifetime of the
Participant only by the Participant.  If
the Participant dies, the Option shall thereafter be exercisable, during the
period specified in Section 4(a)(iii), by the Participant’s executors or
administrators to the full extent to which the Option was exercisable by the
Participant at the time of the Participant’s death. The Option shall not be
subject to execution, attachment or similar process.  Any attempted assignment, transfer, pledge,
hypothecation or other disposition of the Option contrary to the provisions
hereof, and the levy of any execution, attachment or similar process upon the
Option, shall be null and void and without effect.


 


12.          Lock-Up
Period.


 


In
the event that the Company files a registration statement under the Securities
Act with respect to an underwritten public offering of any Option Stock, the
Participant shall be prohibited from effecting any public sale or distribution
of any Option Stock (other than as part of such underwritten public offering),
including, but not limited to, pursuant to Rule 144 or Rule 144A
under the Securities Act, during the “lock-up” period established by the
Committee, which lock-up period shall be no shorter than that required by the
underwriters of such public offering.


 


13.          Disqualifying
Dispositions.


 


If
Optioned Shares acquired by exercise of an ISO are disposed of within two years
following the date of this Agreement or one year following the issuance thereof
to the Participant (a “Disqualifying Disposition”), the Participant shall,
immediately prior to such Disqualifying Disposition, notify the Company in writing
of the date and terms of such Disqualifying Disposition and provide such other
information regarding the Disqualifying Disposition as the Company may
reasonably require.


 


14.          Notices.


 


All
notices or other communications which are required or permitted hereunder shall
be in writing and sufficient if (i) personally delivered, (ii) sent
by nationally-recognized overnight courier or (iii) sent by registered or
certified mail, postage prepaid, addressed as follows:


 


if to the Participant, to
the address set forth on the Notice of Grant; and


 


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if to the Company, to:


 


NetSpend Holdings, Inc.


c/o Netspend Corporation


Austin Centre


701 Brazos Street, 12th Floor


Austin, TX  78701


Attention:  Chief Financial Officer


 


or to such other address as
the party to whom notice is to be given may have furnished to each other party
in writing in accordance herewith.  Any
such communication shall be deemed to have been given (x) when delivered,
if personally delivered, (y) on the first Business Day (as hereinafter
defined) after dispatch, if sent by nationally-recognized overnight courier and
(z) on the third Business Day following the date on which the piece of
mail containing such communication is posted, if sent by mail.  As used herein, “Business Day” means a day
that is not a Saturday, Sunday or a day on which banking institutions in the
city to which the notice or communication is to be sent are not required to be
open.


 


15.          Transfer
Restrictions; Mandatory Participation in Sale of the Company.


 


(a)           Prior to an Initial Public Offering,
the Participant agrees that he or she will not Transfer all or any portion of
the Optioned Shares, except in connection with, and strictly in compliance with
applicable securities laws and with this Section 15.


 


(b)           Sale of the Company and/or Its
Subsidiaries.


 


(i)            Conditions.  So long as Oak continues to hold at least a
majority of the Common Stock (on an as converted basis) held by it on the
effective date of the Plan, if Oak determines to pursue the sale of the
business of the Company and/or its Subsidiaries to a third party that is not (i) an
Affiliate of Oak or (ii) a Person in which Oak or an Affiliate of Oak
holds a direct or indirect equity interest (other than a ownership interest of
less than 5% of the outstanding capital stock of a public company) or any other
material interest (as a creditor or otherwise) (a “Third Party Purchaser”)
in a bona fide arms’ length transaction (whether by way of a merger,
consolidation, sale of all or substantially all of its assets, sale of
outstanding capital stock or otherwise) (an “Approved Sale”), then,
subject to the provisions of subsection (c) of this Section 15:


 


(A)  the Participant shall, subject to the conditions set forth in
subsection (c), consent to, vote for, and raise no objections against, and
waive dissenters and appraisal rights (if any) with respect to, the Approved
Sale, and


 


(B)  if the Approved Sale is structured as a sale of stock, the
Participant will agree to sell and will be permitted to sell all of the
Optioned Shares on the terms and conditions approved by Oak.


 


(C)  if the Approved Sale includes the sale, contribution,
exchange, redemption, cancellation or other disposition of options, the
Participant 


 


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will
sell, contribute, exchange, redeem, cancel or otherwise dispose of the Option
on the terms and conditions approved by the Oak.


 


The
Participant will take all reasonably necessary and desirable actions to
consummate such Approved Sale, including, without limitation, the execution of
all agreements and other instruments and such other actions reasonably
necessary to effectuate the allocation and distribution of the aggregate
consideration upon the Approved Sale as set forth in subsection (c) below.


 


(c)           Approved Sale Obligations.  The obligations of the Participant with
respect to an Approved Sale are subject to the satisfaction of the conditions
that:


 


(i)            the proceeds of the Approved Sale
are applied in accordance with the Company’s Certificate of Incorporation as in
effect immediately prior to such Approved Sale;


 


(ii)           each holder of shares of capital
stock of the Company shall receive the same proportion of the aggregate
consideration from such Approved Sale that such holder would have received if
such aggregate consideration had been distributed by the Company in complete
liquidation pursuant to the rights and preferences set forth in the Company’s
Certificate of Incorporation as in effect immediately prior to such Approved
Sale and no holder of any shares of capital stock of the Company shall receive
any consideration of any kind from the purchaser or any of its Affiliates other
than such proportionate consideration (except in respect of such holder’s
employment with the Company and other matters personal to such holder);


 


(iii)          upon the consummation of the Approved
Sale, all of the holders of each class of Option Stock will receive the same
form and amount of consideration per share of each such class of Option Stock;


 


(iv)          if any holder of a particular class of
Option Stock is given an option as to the form and amount of consideration to
be received, all holders of the same class or series of stock will be given the
same option;


 


(v)           the Participant shall not be required
to make any representations or warranties other than representations and
warranties about the Company and its business, operations, liabilities and the
like that are required by all Stockholders, in which case, the indemnification
obligations of the Participant with respect to any such representations and
warranties provided for in this clause (v) shall be limited to the
Participant’s pro rata portion thereof (based upon the share ownership of all
Stockholders).


 


(d)           Prohibited Transfers.  If any purported Transfer is made or
attempted contrary to the provisions of this Agreement, such purported Transfer
shall be void ab initio; the Company, and
the Stockholders shall have, in addition to any other legal or equitable
remedies which they may have, the right to enforce the provisions of this
Agreement by actions for specific performance (to the extent permitted by law);
and the Company shall have the right to refuse to recognize any Transferee as
one of its stockholders for any purpose. 
Without limitation to the foregoing, the Participant (and any Permitted
Transferees) further agree that the provisions of Section 20 shall apply
in the event of any violation or threatened violation of this Agreement.


 


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(e)           Definitions.


 


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


 


(ii)           “Oak” means Oak Investment
Partners X, Limited Partnership and/or Oak X Affiliates Fund, L.P.


 


(iii)          “Permitted Transfer” shall mean
any Transfer permitted under this Agreement or the Plan.


 


(iv)          “Permitted Transferree” shall
mean any Transferee of a Participant permitted under this Agreement or the
Plan.


 


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


 


(vi)          “Transfer” means any direct or
indirect transfer, donation, sale, assignment, pledge, hypothecation, grant of
a security interest in or other disposal of all or any portion of a Security or
of any rights thereunder.  “Transferred”
means the accomplishment of a Transfer, and “Transferee” means the
recipient of a Transfer.


 


16.          No
Waiver.


 


No
waiver of any breach or condition of this Agreement shall be deemed to be a
waiver of any other or subsequent breach or condition, whether of like or
different nature.


 


17.          Participant
Undertaking.


 


The
Participant hereby agrees to take whatever additional actions and execute
whatever additional documents the Company may in its reasonable judgment deem
necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on the Participant pursuant to the express
provisions of this Agreement.


 


18.          Successors
and Assigns.


 


Except
as otherwise provided herein, this Agreement shall bind and inure to the
benefit of and be enforceable by the Participant and the Company and their
respective successors, assigns, heirs, representatives and estates, as the case
may be (including subsequent holders of Optioned Shares); provided, however,
that the rights and obligations of the Participant under this Agreement shall
not be assignable except in connection with a Permitted Transfer of Optioned
Shares hereunder (so long as the transferee agrees in writing in advance to
become bound by the terms and conditions hereof).


 


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19.          Modification
of Rights.


 


The
rights of the Participant are subject to modification and termination in
certain events as provided in this Agreement and the Plan.


 


20.          Governing
Law.


 


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


 


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


 


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


 


21.          Counterparts.


 


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


 


22.          Entire
Agreement.


 


This
Agreement (including the Notice of Grant), the Plan and, upon execution, the
Exercise Notice and the Investment Representation Statement, constitute the
entire agreement between the parties with respect to the subject matter hereof,
and supersede all previously written or oral negotiations, commitments,
representations and agreements with respect thereto.


 


10

















 


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


 


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


 


	
   

  	
  NetSpend
  Holdings, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Daniel R. Henry

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  Participant

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
					



 


Acknowledgment
and Agreement of Spouse


 


The undersigned spouse of
the Participant acknowledges that he/she has read this agreement and agrees to
be bound thereby to the extent that the Participant has executed such document.


 


 


	
   

  	
   

  
	
  Name:

  	
   

  



 


Declaration
of Unmarried Status


 


I,
                                        ,
the undersigned hereby declare that I am not married as of the date hereof.


 


 


	
   

  	
   

  
	
  Name:

  	
   

  



 


11














 


EXHIBIT A


 


Amended and Restated NetSpend Holdings, Inc. 2004 Stock
Option Plan

Exercise Notice


 


NetSpend Holdings, Inc.


c/o Netspend Corporation


Austin Centre


701 Brazos Street, 12th Floor


Austin, TX  78701


Attention:  Chief Financial Officer


 


Date of Notice:


 


1.             Exercise of Option.  Effective as of
                         ,
      , [Please
insert date that is at least 5 days from the Date of Notice and no later than
30 days from the Date of Notice], the undersigned (the “Participant”)
hereby elects to exercise the Participant’s option to purchase
                    
shares of the Common Stock (the “Shares”)
of NetSpend Holdings, Inc. (the “Company”) under and pursuant to the 2004
Stock Option Plan (the “Plan”) and the Stock Option Agreement, dated
                         ,
200    (the “Stock Option Agreement”).


 


2.             Representations
of the Participant.  The
Participant acknowledges that the Participant has received, read and understood
the Plan and the Stock Option Agreement and the Investment Representation
Statement and agrees to abide by and be bound by their terms and conditions.


 


3.             Rights as
Stockholder.  Until the
stock certificate evidencing such Shares is issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other
rights as a stockholder shall exist with respect to the Shares, notwithstanding
the exercise of the Option.  The Company
shall issue (or cause to be issued) such stock certificate as soon as
practicable after the Option is exercised. 
No adjustment will be made for a dividend or other right for which the
record date is prior to the date the stock certificate is issued, except as provided
in Section 10 of the Plan.


 


The Participant shall enjoy
rights as a stockholder until such time as the Participant disposes of the
Shares.  Upon such disposition, the
Participant shall have no further rights as a holder of the Shares so purchased
except the right to receive payment for the Shares so purchased in accordance
with the provisions of the Option Agreement, and the Participant shall
forthwith cause the certificate(s) evidencing the Shares so purchased to
be surrendered to the Company and/or its assignee(s) for transfer or
cancellation.


 


4.             Plan;
Transfer Restrictions; Drag-Along.  Unless otherwise determined by the Committee,
any shares of  Stock acquired pursuant to
this Option (including any Shares acquired by way of stock dividend or stock
split or in connection with a combination of shares, 


 


A-1

















 


recapitalization, merger,
consolidation or other reorganization) shall be subject to the Option Agreement
and the Plan including, without limitation, transfer restrictions and the Company’s
right to require the Participant to sell the Optioned Shares and otherwise
cooperate in the event of an Approved Sale as set forth in Section 15 of
the Option Agreement.


 


5.             Repurchase
Right for Participants.


 


(a)           In the event of the
Participant’s Termination of Service, the Company shall have the right, but not
the obligation, to repurchase any and all Optioned Shares acquired by the
Participant (for cash or cancellation of purchase money indebtedness for the
Optioned Shares) within 185 days following the date of the Participant’s
Termination of Service.  In the event of
the Participant’s Termination of Service for any reason other than by the
Company for Cause, the per share purchase price for each Optioned Share shall
be the Fair Market Value of a share of Common
Stock on the date of such Termination of Service.  In the event of a Participant’s Termination
of Service for Cause, the purchase price shall be the lower of the exercise
price for such Optioned Share and the Fair Market Value of such Optioned Share
on the date of such Termination of Service. 
The Company’s repurchase right set forth in this Section 5(a) shall
lapse upon an Initial Public Offering.


 


(b)           In the event of the Company’s
exercise of its repurchase right, the Participant and his, her or its
successors or assigns shall (i) take all steps necessary and desirable to
obtain all required third-party, governmental and regulatory consents and
approvals with respect to the surrender and cancellation of the Optioned
Shares, (ii) deliver for cancellation the certificate(s) representing
the Option Shares for cancellation in person or by first class mail, registered
mail, certified first class mail or by reputable overnight courier service to
the address set forth in the Company’s notice to the Participant within 10 days
of receipt of such notice and (iii) take all other actions necessary and
desirable to facilitate consummation of the repurchase and the cancellation of
the Option Shares in a timely manner.  If
the Participant fails or refuses to take any action required by this Section 5,
the Company may note in its stock ledger and books and records the cancellation
of the Participant’s Optioned Shares which are subject to cancellation after
application of this Section 5.


 


6.             Tax
Consultation.  The
Participant understands that the Participant may suffer adverse tax
consequences as a result of the Participant’s purchase or disposition of the
Shares.  The Participant represents that
the Participant has consulted with any tax consultants the Participant deems
advisable in connection with the purchase or disposition of the Shares and that
the Participant is not relying on the Company for any tax advice.


 


7.             Restrictive
Legends and Stop-Transfer Orders.


 


(a)           Legends.  The Participant understands and agrees that
the Company shall cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing
ownership of the Shares together with any other legends that may be required by
state or federal securities laws at the time of the issuance of the Shares:


 


THE SALE AND ISSUANCE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE 


 


A-2

















 


SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER
JURISDICTION.  THESE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE
DISTRIBUTION THEREOF.  THESE SECURITIES MAY NOT
BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION
STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER,
SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF
ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR
OTHER EVIDENCE, IN EITHER CASE, SATISFACTORY TO THE CORPORATION, THAT AN
EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER
IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER
JURISDICTION.


 


TRANSFER OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN AN
AWARD AGREEMENT BETWEEN THE ISSUER AND A PARTICIPANT IN THE ISSUER’S 2004 STOCK
OPTION PLAN.  NO TRANSFER OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL
SUCH CONDITIONS HAVE BEEN FULFILLED. 
SUCH AGREEMENTS MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICES
OF THE ISSUER.


 


(b)           Stop-Transfer Notices.  The Participant agrees that, in order to
ensure compliance with the restrictions referred to herein, the Company may
issue appropriate “stop transfer” instructions to its transfer agent, if any,
and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.


 


(c)           Refusal to Transfer.  The Company shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred
in violation of any of the provisions of this Agreement or (ii) to treat
as owner of such Shares or to accord the right to vote or pay dividends to any
purchaser or other transferee to whom such Shares shall have been so
transferred.


 


8.             Successors
and Assigns.  The Company
may assign any of its rights under this Agreement to single or multiple
assignees (who may be stockholders, officers, directors, employees or
consultants of the Company), and this Agreement shall inure to the benefit of
the successors and assigns of the Company. 
Subject to the restrictions on transfer herein set forth, this Agreement
shall be binding upon the Participant and his or her heirs, executors,
administrators, successors and assigns.


 


9.             Interpretation.  Any dispute regarding the interpretations of
this Agreement shall be submitted by the Participant or by the Company
forthwith to the Committee, which shall review such dispute at its next regular
meeting.  The resolution of such a
dispute by the Committee shall be final and binding on the Company and on the
Participant.


 


A-3

















 


10.           Governing
Laws; Severability.


 


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


 


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


 


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


 


11.           Specific
Performance.  The right
and remedy to seek from any court of competent jurisdiction specific
performance of the transfer restrictions set forth or referenced herein or
injunctive relief against any act which would violate Section 4 hereof, it
being acknowledged and agreed that any such breach or threatened breach will
cause irreparable injury to the Company and that money damages will not provide
an adequate remedy to the Company.


 


12.           Notices.  Any notice required or permitted hereunder
shall be given in writing and shall be deemed effectively given if given in the
manner specified in the Stock Option Agreement.


 


13.           Further
Instruments.  The parties
agree to execute such further instruments and to take such further action as
may be reasonably necessary to carry out the purposes and intent of this
Agreement.


 


14.           Delivery of
Payment.  The
Participant herewith delivers to the Company the full Option Price for the
Shares.


 


15.           Definitions.  Capitalized terms not defined herein shall
have the meaning set forth in the Plan.


 


16.           Entire
Agreement.  The Plan,
the Notice of Grant, the Stock Option Agreement and the Investment
Representation Statement (if applicable) are incorporated herein by
reference.  This Agreement, the Plan, the
Notice of Grant, the Stock Option Agreement and the Investment Representation
Statement (if applicable) constitute the entire agreement of the parties and 


 


A-4

















 


supersede in their entirety
all prior undertakings and agreements of the Company and the Participant with
respect to the subject matter hereof.


 


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


 


[Signature
Page Follows]


 


A-5

















 


	
   

  	
  Submitted by:

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


Acknowledgment
and Agreement of Spouse


 


The undersigned spouse of
the Participant acknowledges that he/she has read this agreement and agrees to
be bound thereby to the extent that the Participant has executed such document.


 


 


	
   

  	
   

  
	
  Name:

  	
   

  



 


Declaration
of Unmarried Status


 


I,
                                        ,
the undersigned hereby declare that I am not married as of the date hereof.


 


	
   

  	
   

  
	
  Name:

  	
   

  



 


Accepted by:


 


	
  NetSpend
  Holdings, Inc.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


A-6

















 


EXHIBIT B


 


INVESTMENT REPRESENTATION STATEMENT


 


	
  PARTICIPANT:

  
	
   

  	
   

  
	
  COMPANY

  	
  :  NetSpend Holdings, Inc.

  
	
   

  	
   

  
	
  SECURITY

  	
  :

  
	
   

  	
   

  
	
  AMOUNT

  	
  :

  
	
   

  	
   

  
	
  DATE

  	
  :

  



 


In connection with the
purchase of the above-listed Securities, the undersigned Participant represents
to the Company the following:


 


The
Participant is aware of the Company’s business affairs and financial condition
and has acquired sufficient information about the Company to reach an informed
and knowledgeable decision to acquire the Securities.  The Participant is acquiring these Securities
for investment for the Participant’s own account only and not with a view to,
or for resale in connection with, a “distribution” thereof within the meaning
of the Securities Act.


 


The
Participant acknowledges and understands that the Securities constitute “restricted
securities” under the Securities Act and have not been registered under the
Securities Act in reliance upon a specific exemption therefrom, which exemption
depends upon, among other things, the bona fide nature of the Participant’s
investment intent as expressed herein. 
In this connection, the Participant understands that, in the view of the
Securities and Exchange Commission, the statutory basis for such exemption may
be unavailable if the Participant’s representation was predicated solely upon a
present intention to hold these Securities for the minimum capital gains period
specified under tax statutes, for a deferred sale, for or until an increase or
decrease in the market price of the Securities, or for a period of one year or
any other fixed period in the future. 
The Participant further understands that the Securities must be held
indefinitely unless they are subsequently registered under the Securities Act
or an exemption from such registration is available.  The Participant further acknowledges and
understands that the Company is under no obligation to register the
Securities.  The Participant understands
that the certificate evidencing the Securities will be imprinted with a legend
which prohibits the transfer of the Securities unless they are registered or
such registration is not required in the opinion of counsel satisfactory to the
Company and other legends required under the applicable state or federal
securities laws.


 


The
Participant is familiar with the provisions of Rule 701 and Rule 144,
each promulgated under the Securities Act, which, in substance, permit limited
public resale of “restricted securities” acquired, directly or indirectly from
the issuer thereof, in a non-public offering subject to the satisfaction of
certain conditions.  Rule 701
provides that if the issuer qualifies under Rule 701 at the time of the
grant of the Option to the Participant, the exercise will be exempt from
registration under the Securities Act.


 


B-1

















 


In the event that the
Company does not become subject to the requirements of Section 13 or 15(d) of
the Exchange Act, then the Securities may be resold in certain limited
circumstances subject to the provisions of Rule 144, which requires the
resale to occur not less than one year after the later of the date the
Securities were sold by the Company or the date the Securities were sold by an
affiliate of the Company, within the meaning of Rule 144; and, in the case
of acquisition of the Securities by an affiliate only, the satisfaction of the
following conditions: (1) the resale being made through a broker in an
unsolicited “broker’s transaction,” in transactions directly with a market
maker (as said term is defined under the Exchange Act) or in “riskless
principal transactions” (as said term is defined in the Note to Rule 144(f)(1));
(2) the amount of Securities being sold during any three month period not
exceeding the limitations specified in Rule 144(e); (3) the
availability of certain public information about the Company; and (4) the
timely filing of a Form 144, if applicable.


 


In
the event the Company becomes subject to the reporting requirements of Section 13
or 15(d) of the Exchange Act, then ninety (90) days thereafter (or such
longer period as any market stand-off agreement may require), Securities exempt
under Rule 701 may be resold by non-affiliates in reliance on Rule 144,
without compliance with any of the conditions set forth in Rule 144, and
Securities exempt under Rule 701 may be resold by affiliates in reliance
on Rule 144, subject to the satisfaction of the conditions set forth in
the clauses (1) through (4) immediately above and without compliance
with any specified holding period requirement.


 


The
Participant further understands that in the event all of the applicable
requirements of Rule 701 or Rule 144 are not satisfied, registration
under the Securities Act, compliance with Regulation A under the Securities
Act, or some other registration exemption will be required; and that,
notwithstanding the fact that Rules 144 and 701 are not exclusive, the
Staff of the Securities and Exchange Commission has expressed its opinion that
a person proposing to sell private placement securities other than in a
registered offering and otherwise than pursuant to Rules 144 or 701 will
have a substantial burden of proof in establishing that an exemption from registration
is available for such offers or sales, and that such persons and their
respective brokers who participate in such transactions do so at their own
risk.  The Participant understand that no
assurances can be given that any such other registration exemption will be
available in such event.


 


The Participant further
represents and warrants that it comes within the category or categories marked
below, and that for any category marked, it can truthfully set forth the
factual basis or reason the investor comes within that category.  The undersigned agrees to furnish any
additional information which the Company deems necessary in order to verify the
answers set forth below.


 


o                                    (a)           The Participant is an
individual (not a partnership, corporation, etc.) whose individual net
worth, or joint net worth with his or her spouse, presently exceeds
US$1,000,000.


 


Explanation:  In calculating net worth you may include
equity in personal property and real estate, including your principal
residence, cash, short-term investments, stock and securities.  Equity in personal property and real estate 


 


B-2

















 


should be based on the
appraised fair market value of such property less debt secured by such
property.


 


o                                    (b)           The Participant is an
individual (not a partnership, corporation, etc.) who had an income in
excess of US$200,000 in each of the two most recent years, or joint income with
his or her spouse in excess of US$300,000 in each of those years (in each case
including foreign income, tax exempt income and full amount of capital gains
and losses but excluding any income of other family members and any unrealized
capital appreciation) and has a reasonable expectation of reaching the same
income level in the current year.


 


o                                    (c)           The Participant is a
director or executive officer of the Company.


 


o                                    (d)           The Participant is a
non-profit organization within the meaning of Section 501(c)(3) of
the Internal Revenue Code, corporation, business trust, partnership or limited
liability company, in each case not formed for the specific purpose of
acquiring the Securities and with total assets in excess of US$5,000,000.  If so, please describe entity:


 


o                                    (e)           The Participant is a trust
with total assets in excess of US$5,000,000, not formed for the specific
purpose of acquiring the Securities, where the purchase is directed by a “sophisticated
person” as defined in Rule 506(b)(2)(ii) of Regulation D under the
Securities Act.


 


o                                    (f)            The Participant is a
revocable grantor trust in which each of the grantors is an individual who (i) has
a net worth, either alone or with his or her spouse, of more than $1,000,000 or
(ii) had income in excess of $200,000 during each of the previous two
years and reasonably expects to have income in excess of $200,000 during the
current year, or joint income with his or her spouse in excess of $300,000
during each of the previous two years and reasonably expects to have joint
income in excess of $300,000 during the current year.


 


o                                    (g)           The Participant is an entity
(other than a trust) all the equity owners of which are “accredited investors”
within one or more of the above categories. 
If so, please describe entity:  (If relying upon this category alone, each equity owner must complete a
separate copy of this questionnaire.)


 


o                                    (h)           The Participant is not
within any of the categories above and is therefore a non-accredited investor.


 


 


	
   

  	
  Signature of Participant:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
  ,

  



 


B-3