Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
by and between
META FINANCIAL GROUP, INC.
and
CASH AMERICA INTERNATIONAL, INC.
January 22, 2010
TABLE OF CONTENTS
Page
1.
PURCHASE AND SALE OF COMMON STOCK
1
(A)
COMMON STOCK
1
(B)
CLOSING
1
(C)
PURCHASE PRICE
1
(D)
FORM OF PAYMENT
2
2.
BUYER'S REPRESENTATIONS AND WARRANTIES
2
(A)
ORGANIZATION; AUTHORITY
2
(B)
NO PUBLIC SALE OR DISTRIBUTION
2
(C)
ACCREDITED INVESTOR STATUS; SOPHISTICATION
2
(D)
RELIANCE ON EXEMPTIONS
2
(E)
CERTAIN SECURITIES TRANSACTIONS
3
(F)
INFORMATION
3
(G)
NO GOVERNMENTAL REVIEW
3
(H)
TRANSFER OR RESALE
3
(I)
LEGENDS
4
(J)
VALIDITY; ENFORCEMENT
5
(K)
NO CONFLICTS
5
(L)
BANK REGULATORY AGENCIES
5
(M)
STOCK OWNERSHIP
6
(N)
RESIDENCY
6
(O)
NO BROKER
6
3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
6
(A)
ORGANIZATION AND QUALIFICATION
6
(B)
STATUS OF COMPANY AND SUBSIDIARIES
7
(C)
AUTHORIZATION; ENFORCEMENT; VALIDITY
7
(D)
ISSUANCE OF PURCHASED SHARES; NO RESTRICTIONS ON TRANSFER
7
(E)
NO CONFLICTS
7
(F)
CONSENTS
8
(G)
NO GENERAL SOLICITATION; PLACEMENT AGENT'S FEES
8
(H)
NO INTEGRATED OFFERING
8
(I)
APPLICATION OF TAKEOVER AND OTHER PROTECTIONS; RIGHTS AGREEMENT
8
(J)
SEC DOCUMENTS; FINANCIAL STATEMENTS
9
(K)
ACCURACY OF INFORMATION
9
(L)
ABSENCE OF CERTAIN CHANGES
10
(M)
NO UNDISCLOSED LIABILITIES
10
(N)
CONDUCT OF BUSINESS; REGULATORY PERMITS
11
(O)
INVESTMENT COMPANY STATUS
11
(P)
TRANSACTIONS WITH AFFILIATES
11
(Q)
AGREEMENTS WITH REGULATORY AGENCIES
12
i
(R)
EQUITY CAPITALIZATION
12
(S)
SUBSIDIARIES
13
(T)
ABSENCE OF LITIGATION
13
(U)
PROPERTIES AND LEASES
13
(V)
INSURANCE
14
(W)
TAX STATUS
14
(X)
MANIPULATION OF PRICE
14
(Y)
SHELL COMPANY STATUS
14
(Z)
U.S. REAL PROPERTY HOLDING CORPORATION STATUS
14
4.
COVENANTS
14
(A)
FORM D AND BLUE SKY
14
(B)
REPORTS
15
(C)
USE OF PROCEEDS
15
(D)
LISTING
15
(E)
EXPENSES
15
(F)
PLEDGE OF PURCHASED SHARES
15
(G)
DISCLOSURE OF TRANSACTIONS AND OTHER MATERIAL INFORMATION
15
(H)
CERTAIN FUTURE ACTIONS
16
5.
CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL
17
6.
CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE
18
7.
SURVIVAL AND INDEMNIFICATION
19
(A)
SURVIVAL
19
(B)
INDEMNIFICATION
19
(C)
PROCEDURE
20
(D)
REIMBURSEMENT
21
8.
TERMINATION
21
(A)
TERMINATION BY MUTUAL AGREEMENT
21
(B)
TERMINATION FOR FAILURE TO CLOSE
21
(C)
TERMINATION FOR BREACH
21
(D)
EFFECTS OF TERMINATION
21
9.
MISCELLANEOUS
22
(A)
DEFINITIONS
22
(B)
GOVERNING LAW; JURISDICTION; JURY TRIAL
26
(C)
COUNTERPARTS
26
(D)
HEADINGS
26
(E)
SEVERABILITY
26
(F)
ENTIRE AGREEMENT; AMENDMENTS
27
(G)
NOTICES
27
(H)
SUCCESSORS AND ASSIGNS
28
(I)
NO THIRD PARTY BENEFICIARIES
28
(J)
FURTHER ASSURANCES
28
(K)
NO STRICT CONSTRUCTION
28
ii
(L)
REMEDIES
28
(M)
ACKNOWLEDGMENT REGARDING BUYER'S PURCHASED SHARES
28
(N)
INTERPRETIVE MATTERS
29
Disclosure Letter
iii
SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of January 22, 2010,
by and among Meta Financial Group, Inc., a Delaware corporation, with
headquarters located at 121 East Fifth Street, Storm Lake, Iowa 50588 (the
"Company"), and Cash America International, Inc., a Texas corporation (the
"Buyer").
Certain