Exhibit 4.2




 





 


REGISTRATION
RIGHTS AGREEMENT


 


By and Among


 


NetSpend Holdings, Inc.,


 


NetSpend Corporation,


 


and


 


The Stockholders, as defined
herein,


 






 


Dated as of
                
      , 2010




 





 

















 


TABLE OF CONTENTS


 


	
  REGISTRATION RIGHTS AGREEMENT

  	
  1

  
	
   

  	
   

  
	
  ARTICLE I DEFINITIONS

  	
  1

  
	
   

  	
   

  
	
  SECTION 1.1.

  	
  CONSTRUCTION OF TERMS

  	
  1

  
	
  SECTION 1.2.

  	
  NUMBER OF SHARES OF STOCK

  	
  1

  
	
  SECTION 1.3.

  	
  DEFINED TERMS

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II REGISTRATION RIGHTS

  	
  4

  
	
   

  	
   

  
	
  SECTION 2.1.

  	
  DEMAND REGISTRATION

  	
  4

  
	
  SECTION 2.2.

  	
  PIGGYBACK REGISTRATION

  	
  7

  
	
  SECTION 2.3.

  	
  FURTHER OBLIGATIONS OF THE COMPANY

  	
  7

  
	
  SECTION 2.4.

  	
  INDEMNIFICATION; CONTRIBUTION

  	
  10

  
	
  SECTION 2.5.

  	
  RULE 144 AND RULE 144A

  	
  11

  
	
  SECTION 2.6.

  	
  MOST FAVORED NATIONS

  	
  11

  
	
  SECTION 2.7.

  	
  MERGERS, ETC.

  	
  12

  
	
  SECTION 2.8.

  	
  NO CONFLICT OF RIGHTS

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE III GENERAL

  	
  12

  
	
   

  	
   

  
	
  SECTION 3.1.

  	
  AMENDMENTS, WAIVERS AND CONSENTS

  	
  12

  
	
  SECTION 3.2.

  	
  GOVERNING LAW

  	
  13

  
	
  SECTION 3.3.

  	
  SECTION HEADINGS

  	
  13

  
	
  SECTION 3.4.

  	
  COUNTERPARTS

  	
  13

  
	
  SECTION 3.5.

  	
  NOTICES AND DEMANDS

  	
  13

  
	
  SECTION 3.6.

  	
  SUBMISSION TO JURISDICTION; VENUE

  	
  13

  
	
  SECTION 3.7.

  	
  REMEDIES; SEVERABILITY

  	
  14

  
	
  SECTION 3.8.

  	
  WAIVER OF JURY TRIAL

  	
  14

  
	
  SECTION 3.9.

  	
  INTEGRATION; EFFECTIVENESS

  	
  14

  
	
  SECTION 3.10.

  	
  SUCCESSORS AND ASSIGNS

  	
  14

  
	
  SECTION 3.11.

  	
  FURTHER ASSURANCES

  	
  14

  
	
  SECTION 3.12.

  	
  TERM

  	
  14

  
	
  SECTION 3.13.

  	
  JOINDER AGREEMENT

  	
  15

  
	
   

  	
   

  	
   

  
	
  SCHEDULE I - STOCKHOLDERS

  	
   

  



 


i

















 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (the “Agreement”) is
made as of
                  
      , 2010 by and among (i) NetSpend
Holdings, Inc., a Delaware corporation (together with any successor
thereto, the “Company”); (ii) NetSpend Corporation, a Delaware
corporation and a wholly-owned subsidiary of the Company (“NetSpend”);
and (iii) the stockholders identified on Schedule I hereto
(together with any stockholders who join as parties pursuant to Section 3.13
of this Agreement, the “Stockholders” and each a “Stockholder”).


 


RECITALS


 


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


 


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


 


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


 


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


 


AGREEMENT


 


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


 


ARTICLE I


 


DEFINITIONS


 


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


 


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


 


1

















 


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


 


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


 


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


 


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


 


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


 


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


 


“Commission”
means the Securities and Exchange Commission.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Holders”
means Stockholders holding Registrable Securities.


 


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


 


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


 


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


 


2

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3

















 


“Skylight Holdings” means Skylight
Holdings I, LLC.


 


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


 


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


 


“Transferee”
means the recipient of a Transfer.


 


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


 


ARTICLE II


 


REGISTRATION RIGHTS


 


Section 2.1.           Demand Registration.


 


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


 


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


 


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


 


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


 


4

















 


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


 


(b)   Form S-3
Registration.


 


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


 


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



 


5

















 


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


 


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


 


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


 


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


 


6

















 


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


 


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


 


Section 2.3.           Further Obligations of the Company.


 


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


 


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


 


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


 


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


 


7

















 


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


 


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


 


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


 


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


 


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


 


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


 


8














 


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


 


(b)         Shelf Registration.


 


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


 


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


 


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


 


9

















 


Section 2.4.                                Indemnification;
Contribution.


 


(a)         Indemnification.


 


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


 


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


 


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


 


10

















 


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


 


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


 


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


 


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


 


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


 


11

















 


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


 


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


 


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


 


ARTICLE III


 


GENERAL


 


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


 


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


 


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


 


12

















 


purposes of this Agreement.


 


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


 


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


 


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


 


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


 


Section 3.6.                                Submission to Jurisdiction;
Venue.


 


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


 


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


 


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


 


13

















 


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


 


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


 


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


 


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


 


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


 


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


 


14

















 


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


 


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


 


15






 










 


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


 


	
   

  	
  NETSPEND HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


[First
Signature Page to Registration Rights Agreement]


 

















 


	
   

  	
  OAK INVESTMENT PARTNERS X,
  LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Oak Associates X, LLC,
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  OAK X AFFILIATES FUND,
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Oak Associates X, LLC,
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


[Second
Signature Page to Registration Rights Agreement]


 

















 


	
   

  	
  SKYLIGHT HOLDINGS I, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


[Third
Signature Page to Registration Rights Agreement]


 

















 


EXHIBIT A


 


Form of Joinder Agreement


 


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


 


WITNESSETH:


 


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


 


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


 


NOW, THEREFORE, in consideration of the mutual
promises of the parties, the New Stockholder [and
his or her spouse] agree as follows:


 


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


 


	
   

  	
   

  	
   

  
	
  New Stockholder

  	
   

  	
  [Spouse of New Stockholder][If applicable]

  



 

















 


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


 


	
   

  	
  NETSPEND HOLDINGS, INC., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


SCHEDULE I


 


STOCKHOLDERS


 


I-1