Exhibit 10.22


 


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


Notice of Grant


 


	
  Name: 

  	
  Daniel Henry

  	
      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:

  	
   

  	
  March 11, 2008

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Vesting Measurement Date:

  	
   

  	
  February 5, 2008

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Option Price per Share:

  	
   

  	
  $3.53

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Total Number of Shares Granted: 

  	
   

  	
  3,043,231 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Total Option Price:

  	
   

  	
  $10,742,605.43

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Type of Option:

  	
   

  	
  o Incentive
  Stock Option x Nonqualified
  Stock Option

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Expiration Date:

  	
   

  	
  March 10, 2018

  



 


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


 


I. Vesting and Exercise Schedule:


 


(a)   This Option shall become
vested subject to two conditions, a performance-based vesting condition and, to
the extent a performance-based vesting condition is met, a time-based vesting
condition, as follows: (1) subject to the time vesting conditions in
clause (2) below, (A) 10% of the Option shall be vested the first
time the Company achieves an Equity Value (as defined below) of $600 million,
(B) an additional 10% of the Option (up to an aggregate of 70% of the
Option) shall be vested the first time the Company achieves each of the
following Equity Values: $700 million, $800 million, $900 million, $1 billion,
$1.1 billion, $1.2 billion and $1.3 billion (e.g., if the Company achieves an
Equity Value of $1.01 billion, 50% of the Option will be vested pursuant to
clause (A) and this clause (B)); and (C) 20% of the Option shall be vested
if the Company achieves an Equity Value of at least $1.75 billion, subject, in
each case, to your continued employment with the Company or an Affiliate
through the applicable vesting date (any portion of the Option that vests
(subject to the time vesting conditions set forth in clause (2)) based upon
meeting the performance vesting condition pursuant to this clause (1) is
the “Performance Vested Portion”), and (2) any Performance Vested Portion
shall vest in four equal annual installments, beginning on the first anniversary
of the Vesting Measurement Date, subject to your continued service through the
applicable vesting date.


 


(b)   Notwithstanding the
foregoing, in the event that a Change in Control occurs prior to the fourth
anniversary of the Vesting Measurement Date (excluding any Change in Control
that also constitutes an Initial Public Offering (as defined below) and
excluding any Change in Control, the pursuit of which is approved by the Chief
Executive Officer of the Company), 50% of the portion of the Option eligible for
vesting under clauses (A) and (B) above (i.e., 1,217,292 shares as
may be adjusted pursuant to


 

















 


Section 8(a) of the Stock Option Agreement) shall qualify as
a Performance Vested Portion upon the Change in Control whether or not
otherwise vested prior to or as of the Change in Control pursuant to clauses
(A) and (B) above, subject to your continued employment with the
Company or an Affiliate through the date of the Change in Control.


 


(c)   In addition, notwithstanding
the foregoing, the portion of the Option described in subsection (a)(1)(C) above,
to the extent not previously vested or terminated (whether pursuant to
subsection (f) below or otherwise), shall be vested on the sixth
anniversary of the Vesting Measurement Date; provided that the Participant has
remained continuously employed with the Company or an Affiliate through such
date.


 


(d)   Determination of whether a
particular Equity Value Hurdle (as defined below) has been achieved shall be
made only (i) in connection with a Change in Control of the Company and/or
(ii) upon or at any time, and from time to time, following an Initial
Public Offering (as defined below), all as provided below. The $600 million,
$700 million, $800 million, $900 million, $1 billion, $1.1 billion, $1.2
billion, $1.3 billion and $1.75 billion thresholds set forth in the first
sentence shall each be referred to herein as an “Equity Value Hurdle.” Each
Equity Value Hurdle shall be increased (without duplication):


 


(i)           in the event that the
Company raises additional capital from the sale of equity by the Company, the
proceeds of which are used to fund acquisitions by the Company or any
subsidiary thereof, based on the following formula:


 


a. I = (EVH/(1-N/FD))-EVH, where


 


i.      I is the amount of the
increase in each Equity Value Hurdle,


 


ii.     EVH is the Equity Value
Hurdle in effect immediately prior to such issuance,


 


iii.    N is the number of common
stock equivalents of the Company issued in connection with such sale of equity,
and


 


iv.    FD is the fully diluted
number of common stock equivalents of the Company outstanding after giving
effect to such issuance.


 


(ii)          in the event
that the Company issues securities of the Company in connection with any acquisition
by the Company or any subsidiary thereof (whether by way of merger, acquisition
or similar transaction), joint venture, corporate partnering arrangement or
similar arrangement, based on the following formula:


 


a. I = (EVH/(1-N/FD))-EVH, where


 


i.      I is the amount of the
increase in each Equity Value Hurdle,


 


ii.     EVH is the Equity Value
Hurdle in effect immediately prior to such issuance,


 


iii.    N is the number of common
stock equivalents of the Company issued in connection with such acquisition,
joint venture, corporate partnering arrangement or similar arrangement, and


 


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iv.    FD is the fully diluted
number of common stock equivalents of the Company outstanding after giving
effect to such issuance.


 


(iii)         by the
aggregate value of other consideration (including assumed indebtedness) paid by
the Company or any subsidiary thereof (as determined in good faith by the
Board) in connection with any such acquisition, transaction or arrangement by
the Company or any subsidiary thereof.


 


The Company shall promptly determine the amount of
any such increase in the Equity Value Hurdles and shall provide written notice
to you of any such increase in the Equity Value Hurdles.


 


(e)   The following is an example
(and assumes that no Change in Control occurs): If an Initial Public Offering
occurs 13 months following the Vesting Measurement Date and the Equity Value at
the time of the Initial Public Offering exceeds all of the Equity Value
Hurdles, 25% of the Option will be vested upon the Initial Public Offering and
the remainder of the Option will vest in three equal annual installments on the
next three anniversaries of the Vesting Measurement Date, subject to your
continued employment with the Company or an Affiliate through the applicable
vesting date. If an Initial Public Offering occurs five years following the
Vesting Measurement Date and the Equity Value at the time of the Initial Public
Offering exceeds all of the Equity Value Hurdles, 100% of the Option will be
vested upon the Initial Public Offering so long as you have remained employed
with the Company or an Affiliate through the date of the Initial Public
Offering.


 


(f)    Prior to an Initial Public
Offering, the Option will only be eligible to fully vest upon a Change in
Control (based on the Equity Value as of the Change in Control). Any portion of
the Option that is not a Performance Vested Portion as of the Change in Control
shall be terminated upon the Change in Control without any payment therefor.


 


(g)   Notwithstanding any
provision of the Plan or the Stock Option Agreement to the contrary, in the
event of a Change in Control (excluding any Change in Control that also
constitutes an Initial Public Offering), if in connection therewith any portion
of the Performance Vested Portion that has not met the time-based vesting
condition 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 portion of the
Performance Vested Portion that has not met the time-based vesting condition
shall be vested upon the consummation of such Change in Control. Further, in
the event that (a) a Change in Control (excluding any Change in Control
that also constitutes an Initial Public Offering) 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 Performance Vested
Portion 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 Performance Vested Portion or New Options, as
applicable, shall not be vested pursuant to the preceding sentence.


 


(h)   For purposes of this Notice
of Grant, the Option Agreement and the Plan:


 


“Initial Public Offering” or “IPO” means the first
firm commitment underwritten public offering for shares of Common Stock pursuant
to an effective registration statement under the Securities Act with aggregate
gross proceeds of at least $40,000,000.


 


“Equity Value” means, with respect to a
determination made in connection with a Change in Control, the aggregate value
of the fully-diluted equity of the Company, as determined


 


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in good faith by the Board based on the proceeds
received in connection with a Change in Control. With respect to a
determination made upon or at any time, and from time to time, following the
date of an IPO and not made in connection with a Change in Control, a
particular Equity Value Hurdle shall be deemed to be achieved only upon the
aggregate market capitalization of the Common Stock being equal to or greater
than the applicable Equity Value Hurdle for thirty consecutive trading days.
For purposes of the foregoing, the market capitalization of the Common Stock
shall be determined by multiplying the average of the closing sale prices
(without regard to after-hours trading) of the Common Stock on the applicable
securities exchange for the applicable 30 consecutive trading days by the
weighted average number of shares of the Common Stock outstanding during such
30-day trading period.


 


“Change in Control” shall mean the first to occur of
the following events: (i) the consummation of a merger, reorganization,
consolidation or sale or other transfer of all or substantially all of the
assets of the Company or of at least 50.1% of the combined voting power of the
Company’s then outstanding voting securities (“Outstanding Voting Securities”)
(a “Corporate Transaction”), excluding, however, such a Corporate Transaction
pursuant to which all or substantially all of the persons who are the
beneficial owners of the Outstanding Voting Securities immediately prior to
such Corporate Transaction will beneficially own, directly or indirectly, more
than 50% of the Outstanding Voting Securities of the corporation or other
entity resulting from such Corporate Transaction; and (ii) approval by the
holders of a majority of the Outstanding Voting Securities of a liquidation or
dissolution of the Company.


 


II. 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


 


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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 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


 


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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 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


 


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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 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


 


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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.


 


(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.


 


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.


 


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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 lockup 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


 


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


 


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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 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.


 


7

















 


(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.


 


(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.


 


8

















 


(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).


 


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.


 


9

















 


(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.


 


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.


 


10

















 


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


 


	
   

  	
  NetSpend Holdings, Inc.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher T. Brown

  
	
   

  	
   

  	
  Name: Christopher T. Brown

  
	
   

  	
   

  	
  Title: General Counsel and Secretary 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Participant

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Daniel R. Henry

  
	
   

  	
  Name:
  Daniel R. Henry

  



 


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.


 


 


	
  /s/
  Diana Henry

  	
   

  	
   

  
	
  Name: Diana Henry

  	
   

  	
   

  



 


Declaration of Unmarried Status


 


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


 


	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  



 














 


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.


 

















 


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


 

















 


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:

  	
   

  	
  ,