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Table of Contents
Exhibit
Number Description of Exhibits
3.1
Form of Third Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to
NetSpend Holdings, Inc.'s Form S
-1/A (Reg. No. 333-
168127) on September 21, 2010, and
incorporated by reference herein)
3.2
Form of Amended and Restated Bylaws (filed as Exhibit 3.2 to NetSpend Holdings, Inc.'s
Form S-1/A (Reg. No. 333-168127) on September 21, 2010, and incorporated by reference
herein)
4.1
Specimen common stock certificate (filed as Exhibit 4.1 to NetSpend Holdings, Inc.'s
Form S-1/A (Reg. No. 333-168127) on September 28, 2010, and incorporated by reference
herein)
4.2
Form of Registration Rights Agreement (filed as Exhibit 4.2 to NetSpend Holdings, Inc.'s
Form S-1/A (Reg. No. 333-168127) on September 21, 2010, and incorporated by reference
herein)
10.1
Credit Agreement, dated as of September 24, 2010, by and among NetSpend
Holdings, Inc., the lenders party thereto and SunTrust Bank, as Administrative Agent (filed
as Exhibit 10.1 to NetSpend Holdings, Inc.'s Form S-1/A (Reg. No. 333-168127) on
September 28, 2010, and incorporated by reference herein)
10.2
Pledge and Security Agreement, dated as of September 24, 2010, by and among NetSpend
Holdings, Inc., NetSpend Corporation, Skylight Acquisition I, Inc., Skylight
Financial, Inc., NetSpend Payment Services and SunTrust Bank, as Administrative Agent
(filed as Exhibit 10.2 to NetSpend Holdings, Inc.'s Form S-1/A (Reg. No. 333-168127) on
September 28, 2010, and incorporated by reference herein)
10.3
Guaranty, dated as of September 24, 2010, by and among NetSpend Corporation, Skylight
Acquisition I, Inc., Skylight Financial, Inc., NetSpend Payment Services, Inc. and SunTrust
Bank, as Administrative Agent (filed as Exhibit 10.3 to NetSpend Holdings, Inc.'s Form S-
1/A (Reg. No. 333
-
168127) on September 28, 2010, and incorporated by reference herein)
10.4
Amended and Restated Employment Agreement, dated as of September 20, 2010, by and
among Daniel Henry, NetSpend Corporation and NetSpend Holdings, Inc. (filed as
Exhibit 10.4 to NetSpend Holdings, Inc.'s Form S-1/A (Reg. No. 333-168127) on
September 21, 2010, and incorporated by reference herein)
10.5
Employment Agreement, dated as of April 21, 2010, by and between George W. Gresham
and NetSpend Corporation (filed as Exhibit 10.5 to NetSpend Holdings, Inc.'s Form S-1/A
(Reg. No. 333
-
168127) on August 31, 2010, and incorporated by reference herein)
10.6
Amended and Restated Employment Agreement, dated as of June 1, 2010, by and between
Tom Cregan and NetSpend Corporation (filed as Exhibit 10.6 to NetSpend Holdings, Inc.'s
Form S-1/A (Reg. No. 333-168127) on September 17, 2010, and incorporated by reference
herein)
10.7
Employment Agreement, dated as of January 4, 2010, by and between James DeVoglaer
and NetSpend Corporation (filed as Exhibit 10.7 to NetSpend Holdings, Inc.'s Form S-1/A
(Reg. No. 333
-
168127) on August 31, 2010, and incorporated by reference herein)
10.8
Amendment to Employment Agreement, dated as of April 20, 2010, by and between James
DeVoglaer and NetSpend Corporation (filed as Exhibit 10.8 to NetSpend Holdings, Inc.'s
Form S-1/A (Reg. No. 333-168127) on August 31, 2010, and incorporated by reference
herein)