EXHIBIT 10.1
SECURITIES PURCHASE AGREEMENT
by and between
META FINANCIAL GROUP, INC.
and
NETSPEND HOLDINGS, INC.
January 29, 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
1
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)
STOCK OWNERSHIP
5
(M)
RESIDENCY
5
(N)
NO BROKER
5
3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
6
(A)
ORGANIZATION AND QUALIFICATION
6
(B)
STATUS OF COMPANY AND SUBSIDIARIES
6
(C)
AUTHORIZATION; ENFORCEMENT; VALIDITY
6
(D)
ISSUANCE OF PURCHASED SHARES; NO RESTRICTIONS ON TRANSFER
7
(E)
NO CONFLICTS
7
(F)
CONSENTS
7
(G)
NO GENERAL SOLICITATION; PLACEMENT AGENT'S FEES
7
(H)
NO REGISTRATION DUE TO INTEGRATED OFFERING
8
(I)
APPLICATION OF TAKEOVER AND OTHER PROTECTIONS; RIGHTS AGREEMENT
8
(J)
SEC DOCUMENTS; FINANCIAL STATEMENTS
8
(K)
ACCURACY OF INFORMATION
9
(L)
ABSENCE OF CERTAIN CHANGES
9
(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
(R)
EQUITY CAPITALIZATION
12
i
(S)
SUBSIDIARIES
13
(T)
ABSENCE OF LITIGATION
14
(U)
PROPERTIES AND LEASES
14
(V)
INSURANCE
14
(W)
TAX STATUS
14
(X)
MANIPULATION OF PRICE
15
(Y)
SHELL COMPANY STATUS
15
(Z)
U.S. REAL PROPERTY HOLDING CORPORATION STATUS
15
(AA)
ALLOWANCE FOR POSSIBLE LOAN LOSSES
15
4.
COVENANTS
15
(A)
FORM D AND BLUE SKY
15
(B)
REPORTS
15
(C)
USE OF PROCEEDS
15
(D)
LISTING
16
(E)
EXPENSES
16
(F)
PLEDGE OF PURCHASED SHARES
16
(G)
DISCLOSURE OF TRANSACTIONS AND OTHER MATERIAL INFORMATION
16
(H)
CERTAIN FUTURE ACTIONS
17
(I)
STANDSTILL
18
(J)
STOCK CERTIFICATES
19
5.
CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL
19
6.
CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE
20
7.
SURVIVAL AND INDEMNIFICATION
21
(A)
SURVIVAL
21
(B)
INDEMNIFICATION
21
(C)
PROCEDURE
22
(D)
REIMBURSEMENT
23
8.
TERMINATION
23
(A)
TERMINATION BY MUTUAL AGREEMENT
23
(B)
TERMINATION FOR FAILURE TO CLOSE
23
(C)
TERMINATION FOR BREACH
23
(D)
EFFECTS OF TERMINATION
23
9.
MISCELLANEOUS
23
(A)
DEFINITIONS
23
(B)
GOVERNING LAW; JURISDICTION; JURY TRIAL
28
(C)
COUNTERPARTS
28
(D)
HEADINGS
29
(E)
SEVERABILITY
29
(F)
ENTIRE AGREEMENT; AMENDMENTS
29
(G)
NOTICES
29
(H)
SUCCESSORS AND ASSIGNS
30
(I)
NO THIRD PARTY BENEFICIARIES
30
ii
(J)
FURTHER ASSURANCES
30
(K)
NO STRICT CONSTRUCTION
30
(L)
REMEDIES
30
(M)
ACKNOWLEDGMENT REGARDING BUYER'S PURCHASED SHARES
31
(N)
INTERPRETIVE MATTERS
31
Disclosure Letter
Exhibits
Exhibit A
Katten Legal Opinion
Exhibit B
Registration Rights Agreement
iii
SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of January 29, 2010,
by and among Meta Financial Group, Inc., a Delaware corporation, with
headquarters located