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•	the timing and volume of purchases, use and reloads of our prepaid cards and other products and services;

•	the timing and volume of tax refunds processed by us, including the impact of any general delays in tax refund disbursements from the U.S. and State Treasuries;

•	the timing and success of new product or service introductions by us or our competitors;

•	seasonality in the purchase or use of our products and services;

•	changes in the level of interchange rates that can be charged;

•	fluctuations in customer retention rates;

•	changes in the mix of products and services that we sell;

•	changes in the mix of retail distributors through which we sell our products and services;

•	the timing of commencement, renegotiation or termination of relationships with significant retail distributors and network acceptance members;

•	the timing of commencement of new product development and initiatives that cause us to expand into new distribution channels, the timing of costs of existing product roll-outs to new retail distributors and the length of time we must invest in those new products, channels or retail distributors before they generate material operating revenues;

•	our ability to effectively sell our products through online and direct mail marketing initiatives;

•	our ability to obtain timely regulatory approval for strategic initiatives;

•	changes in our or our competitors’ pricing policies or sales terms;

•	significant changes in our risk policies and controls;

•	the amount and timing of costs related to fraud losses;

•	the amount and timing of commencement and termination of major advertising campaigns;

•	the amount and timing of costs related to the development or acquisition of complementary businesses;

•	the amount and timing of costs of any major litigation to which we are a party;

•	the amount and timing of capital expenditures and operating costs related to the maintenance and expansion of our business, operations and infrastructure, including our investments in a processing solution to replace our current processing services provider;

•	accounting charges related to impairment of capitalized internal-use software, intangible assets and goodwill;

•	our ability to control costs, including third-party service provider costs and sales and marketing expenses in an increasingly competitive market;

•	volatility in the trading price of our Class A common stock, which may lead to higher or lower stock-based compensation expenses; and

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•	changes in the political or regulatory environment affecting the banking or electronic payments industries generally or the industries for prepaid financial services and tax refund processing specifically.

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•	prepaid card program managers, such as American Express, First Data, Total Systems Services, and other traditional banks, such as J.P. Morgan Chase, that have entered the prepaid card market;

•	reload network providers, such as Visa, Western Union and MoneyGram;

•	prepaid card distributors, such as InComm and Blackhawk Network; and

•	providers of tax refund processing services, including tax preparation businesses with their own internally-developed products and services and independent providers, such as Republic Bank & Trust Company.

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•	increased regulatory and compliance requirements;

•	regulatory restrictions on revenue streams of acquired businesses;

•	implementation or remediation of controls, procedures and policies at the acquired company;

•	diversion of management time and focus from operation of our then-existing business to acquisition integration challenges;

•	coordination of product, sales, marketing and program, and systems management functions;

•	transition of the acquired company’s users and customers onto our systems;

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•	retention of employees from the acquired company;

•	integration of employees from the acquired company into our organization;

•	integration of the acquired company’s accounting, information management, human resource and other administrative systems and operations generally with ours;

•	liability for activities of the acquired company prior to the acquisition, including violations of law, commercial disputes, and tax and other known and unknown liabilities; and

•	increased litigation or other claims in connection with the acquired company, including claims brought by terminated employees, customers, former stockholders or other third parties.

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•	issuing additional shares of our Class A common stock or other equity securities;

•	issuing debt securities; and

•	borrowing funds under a credit facility.

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•	price and volume fluctuations in the overall stock market from time to time;

•	significant volatility in the market prices and trading volumes of financial services company stocks;

•	actual or anticipated changes in our results of operations or fluctuations in our operating results;

•	actual or anticipated changes in the expectations of investors or the recommendations of any securities analysts who follow our Class A common stock;

•	actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally;

•	the public’s reaction to our press releases, other public announcements and filings with the SEC;

•	litigation and investigations or proceedings involving us, our industry or both or investigations by regulators into our operations or those of our competitors;

•	new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

•	changes in accounting standards, policies, guidelines, interpretations or principles;

•	general economic conditions;

•	changes to the indices in which our Class A common stock is included; and

•	sales of shares of our Class A common stock by us or our stockholders.

•	provide for non-cumulative voting in the election of directors;

•	provide for a classified board of directors;

•	authorize our board of directors, without stockholder approval, to issue preferred stock with terms determined by our board of directors and to issue additional shares of our Class A common stock;

•	limit the voting power of a holder, or group of affiliated holders, of more than 24.9% of our common stock to 14.9%;

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•	provide that only our board of directors may set the number of directors constituting our board of directors or fill vacant directorships;

•	prohibit stockholder action by written consent and limit who may call a special meeting of stockholders; and

•	require advance notification of stockholder nominations for election to our board of directors and of stockholder proposals.

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*

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

†	Confidential treatment has been requested with regard to certain portions of this document. Such portions were filed separately with the Commission.

(1)	Exhibit 10.2 is incorporated by reference to Exhibit 10.01 filed with the Registrant's current report on Form 8-K, filed with the Commission on April 9, 2015.

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*

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

†	Confidential treatment has been requested with regard to certain portions of this document. Such portions were filed separately with the Commission.

(1)	Exhibit 10.2 is incorporated by reference to Exhibit 10.01 filed with the Registrant's current report on Form 8-K, filed with the Commission on April 9, 2015.

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•	The Commissioner of the Department of Banking may examine the agents of licensee.

•	Agent shall, from the moment of receipt, hold the proceeds of a sale or delivery of a licensee's Connecticut payment instruments in trust for the benefit of such licensee or of an agent of the licensee on behalf of such licensee.

•	Agent is prohibited from engaging subagents in the business of issuing Connecticut payment instruments or in the business of money transmission.

•	Licensee appoints authorized delegate as its agent with authority to engage in money transmission, on behalf of licensee.

•	Authorized delegate shall operate in full compliance with the District of Columbia Money Transmissions Law, Chapter 12 of Title 26 of the District of Columbia Code (DC Code §§ 26-1001, et seq.) and any rules, regulations or orders issued thereunder, as amended from time to time.

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•	Authorized vendor shall report to the licensee, immediately upon discovery, the theft or loss of currency received for a transmission or payment instrument.

•	Authorized vendor shall  display a notice to the public, in such form as prescribed by rule, that the vendor is the authorized vendor of the licensee.

•	Authorized vendor shall remit all amounts owed to the licensee for all transmissions accepted and all payment instruments sold in accordance with the contract between the licensee and the authorized vendor.

•	Authorized vendor shall hold in trust all currency or payment instruments received for transmissions or for the purchase of payment instruments from the time of receipt by the licensee or authorized vendor until the time the transmission obligation is completed.

•	Authorized vendor shall not commingle the money received for transmissions accepted or payment instruments sold on behalf of the licensee with the money or property of the authorized vendor, except for making change in the ordinary course of the vendor's business, and ensure that the money is accounted for at the end of the business day.

•	Authorized vendor consents to examination or investigation by the Office of Financial Regulation.

•	Authorized vendor shall adhere to the applicable state and federal laws and rules pertaining to a money services business, including the Florida Money Transmitters' Code (Fla. Stat. § 560.101, et seq.).

•	Authorized vendor shall provide such other information or disclosure as may be required by rule.

•	Licensee appoints Retailer as licensee's delegate with authority to engage in money transmission on behalf of the licensee.

•	Neither a licensee nor an authorized delegate may authorize subdelegates without the written consent of the Commissioner of Financial Institutions.

•	Licensee is subject to supervision and rule by the Commissioner.

•	Authorized delegate certifies that it is in compliance with the recordkeeping and reporting requirements under Title 31 United States Code Section 5311 et seq., 31 Code of Federal Regulations Part 103, Section 125, and other federal and state laws pertaining to money laundering.

•	Authorized delegate shall comply with the Hawaii Money Transmitters Act (HRS § 498D-1, et seq.).

•	Licensee appoints Retailer as its representative with authority to engage in money transmission on behalf of the licensee.

•	Neither a licensee nor an authorized representative may authorize sub-representatives without the written consent of the Director of Finance of the Idaho Department of Finance.

•	Licensee is subject to supervision and regulation by the Director.

•	Authorized representative consents to the Director's inspection, with or without prior notice to the licensee or authorized representative(s), of the books and records of authorized representative(s) of the licensee when the Director has a reasonable basis to believe that the licensee or authorized representative is in violation of Chapter 29 of Title 26 of the Idaho Code.

•	Authorized representatives are under a duty to act only as authorized under the contract with the licensee and an authorized representative that exceeds its authority is subject to cancellation of its contract and disciplinary action by the Director.

•	Authorized representative shall comply with the Idaho Money Transmitters Act (Idaho Code §§ 26-2901, et seq.).

•	Authorized seller shall operate in full compliance with the laws of Illinois and the United States, including the Illinois Transmitters of Money Act, 205 Illinois Compiled Statutes Section 657 (205 Ill. Comp. Stat. §§ 657/1, et seq.), and any rules, regulations or orders issued thereunder, as amended from time to time.

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•	The appointment of Retailer as an authorized seller in Illinois is subject to satisfaction of all applicable requirements of the Illinois Transmitters of Money Act.

•

The agent agreement is conditioned on Retailer receiving approval from the State of Illinois to operate as a Money Transfer Agent in that State and shall not take effect unless and until such approval is received. In the event such approval is denied or not received, the agent agreement shall be null and void. In the event that approval is revoked, [GreenDot] may terminate the agent agreement upon written notice, any other provision of the agent agreement notwithstanding.

•	Authorized delegate shall operate in full compliance with the Iowa Sale of Certain Instruments for Payment of Money (Iowa Code §§ 533C.1, et seq.), as amended from time to time.

•	Authorized delegate shall remit all money owing to licensee in accordance with the terms of the contract between the licensee and the authorized delegate.

•	Authorized delegate shall not provide money services outside the scope of activity permissible under the contract between the authorized delegate and the licensee, except activity in which the authorized delegate is licensed to engage under article 2 or 3 of the Iowa Code.

•	Authorized delegate holds in trust for the benefit of the licensee all money net of fees received from money transmission.

•	Licensee designates Retailer as its agent with authority to engage in money transmission on behalf of the licensee as authorized under the Kentucky Money Transmitters Act (KRS § 286.11-001 et seq.).

•	Agent shall operate in full compliance with applicable federal and state law, including the Kentucky Money Transmitters Act, and rules promulgated thereunder, and any order issued by the Executive Director of the Kentucky Department of Financial Institutions pursuant thereto.

•	Neither a licensee nor an agent of the licensee may authorize subagents.

•	Agent shall timely remit all money legally due to the licensee in accordance with the terms of the written contract between the licensee and the agent.

•	Licensee and agent are subject to regulation by the Executive Director.

•	Licensee appoints Retailer as its delegate with authority to engage in money transmission on behalf of the licensee.

•	Neither a licensee nor an authorized delegate may authorize subdelegates without the written consent of the Superintendent of Consumer Credit Protection within the Department of Professional and Financial Regulation.

•	Licensees are subject to supervision and regulation by the Superintendent.

•	Authorized delegate shall comply with the Maine Money Transmitters Act (32 M.R.S., §§ 6101, et seq.).

•	Licensee appoints Retailer as its authorized delegate with authority to engage in the business of money transmission on behalf of the licensee.

•	Neither the licensee nor the authorized delegate may authorize subagents or subauthorized delegates without written consent of the Commissioner of Financial Regulation in the Department of Labor, Licensing, and Regulation.

•	Authorized delegate is subject to supervision, examination, and regulation by the Commissioner.

•	Authorized delegate will operate in full compliance with all applicable laws and regulations, including the Maryland Money Transmission Act (Md. Financial Institutions Code Ann. § 12-401 et seq.), and any rules, regulations or orders issued thereunder, as amended from time to time.

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•	Licensee appoints Retailer as its delegate with authority to engage in money transmission on behalf of the licensee.

•	Neither a licensee nor an authorized delegate authorize subdelegates without the written consent of the Commissioner of the Minnesota Commerce Department.

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Licensees are subject to supervision and regulation by the Commissioner and as a part of that supervision and regulation, the Commissioner may require the licensee to cancel an authorized delegate contract as a result of a violation of section 53B.21 (relating to authorized delegate conduct, including prohibitions on fraudulent statements and a requirement to conduct business in a safe and sound manner).

•	Authorized delegate shall comply with the Minnesota Money Transmitters Act" (Minn. Stat. §§ 53B.01, et seq.).

•	Licensee appoints Distributor as its delegate with authority to engage in the activities of a money transmitter on behalf of the licensee.

•	Delegate shall operate in compliance with the New Jersey Money Transmitters Act, New Jersey Statutes, Title 17, Chapter 15C (NJ Stat. Ann. §§ 17:15C-1, et seq.) and any regulations and orders issued thereunder, as amended from time to time.

•	Licensee appoints Retailer as its delegate with authority to engage in money transmission on behalf of the licensee.

•	Neither a licensee nor an authorized delegate may authorize subdelegates without the written consent of the Commissioner of Banks of the State of North Carolina.

•	Licensees are subject to supervision and regulation by the Commissioner of Banks of the State of North Carolina.

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Licensee shall issue a certificate of authority for each location at which it conducts licensed activities in North Carolina through authorized delegates such as Retailer. The certificate shall be posted in public view at each location of Retailer in North Carolina and shall state as follows: "Money transmission on behalf of [Principal] is conducted at this location pursuant to the Money Transmitters Act."

•	Authorized delegate shall operate in full compliance with the Money Transmitters Act (NC Gen. Stat. §§ 53-208.1, et seq.).

•	Licensee appoints Retailer as its delegate with authority to engage in money transmission on behalf of the licensee.

•	Neither a licensee nor an authorized delegate may authorize subdelegates without the written consent of the commissioner.

•	Licensees are subject to supervision and regulation by the Commissioner of North Dakota Department of Financial Institutions.

•	Authorized delegate shall operate in compliance with the North Dakota Sale of Checks Act (N.D. Cent. Code, §§ 13-09-01, et seq.).

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•	Licensee appoints Retailer as the licensee's delegate with authority to engage in money transmission on behalf of the licensee.

•	Neither a licensee nor an authorized delegate may authorize subdelegates without the written consent of the Director of the Department of Consumer and Business Services.

•	Licensees, authorized delegates and subdelegates are subject to supervision and regulation by the Director.

•	Authorized delegate shall operate in compliance with the Oregon Money Transmission law (O.R.S. §§ 717.200, et seq.).

•	Licensee appoints Retailer as its delegate with authority to engage in money transmission on behalf of the licensee.

•	Neither a licensee nor an authorized delegate may authorize subdelegates without the written consent of the director.

•	Licensees are subject to supervision and regulation by the Director of the South Dakota Division of Banking.

•	Authorized delegate shall operate in compliance with the South Dakota Money Transmission law (CHAPTER 51A-17).

•	Licensee appoints Retailer as its agent with authority to sell payment instruments or transmit money on behalf of the licensee in compliance with state and federal law, including the Tennessee Money Transmission Act of 1994 (Tenn. Code Ann. §§ 45-7-201, et seq.).

•	Neither a licensee nor an authorized agent may authorize sub-agents without the written consent of the Commissioner of the Tennessee Department of Financial Institutions.

•	Licensees are subject to supervision and regulation by the Commissioner of the Tennessee Department of Financial Institutions.

•	Authorized agent consents to the Commissioner's inspection, with or without prior written notice to licensee or agent, of the books and records of agent.

•	Authorized agent is under a duty to act only as authorized under the contract with licensee, and if agent exceeds its authority; it is subject to cancellation of its contract by licensee and disciplinary action by the Commissioner.

•	You are appointed as GDC’s authorized delegate in the State of Texas with the authority to conduct money transmission on behalf of GDC in accordance with your agreement.

•	You acknowledge that your agreement sets forth the nature and scope of our relationship and our respective rights and responsibilities.

•	You certify that you are familiar with, and agree to fully comply with, all applicable state and federal laws, rules and regulations pertaining to money transmission, including Chapter 151 of the Texas Finance Code (“Chapter 151”) and rules adopted thereunder, relevant provisions of the Bank Secrecy Act and the USA PATRIOT ACT, and Chapter 271 of the Texas Financial Code.

•	You agree to remit funds to GDC in accordance with your agreement and with Sections 151.403(b) and (c) of the Texas Finance Code.

•	You agree to impose a trust on money and monetary value received in accordance with your agreement and Section 151.404 of the Texas Finance Code.

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•	You agree to prepare and maintain records as required by Chapter 151 or a rule adopted thereunder or as reasonably requested by the commissioner.

•	You consent to examination or investigation by the Banking Commissioner of the State of Texas or persons designated thereby and acting under his/her direction and authority (the “Commissioner”).

•	You acknowledge that you are subject to regulation by the Commissioner and that, as part of that regulation, the commissioner may suspend or revoke an authorized delegate designation or require GDC to terminate an authorized delegate designation.

•	You acknowledge receipt of written policies and procedures designed to ensure that you comply with applicable state and federal law.

•	You acknowledge having been provided regulatory website addresses through you you can access Chapter 151 and the Bank Secrecy Act, the USA PATRIOT ACT, and Chapter 271 of the Texas Finance Code.

•	Authorized delegate to comply with the provisions of the Virginia Money Order Sales and Money Transmission Services (Va. Code Ann. §§ 6.2-1900, et seq.) and all other applicable state and federal laws and regulations.

•	Authorized delegate will remit all sums owing to the licensee in accordance with the terms of the agent agreement.

•	Authorized delegate will permit the State Corporation Commission and the Commissioner of Financial Institutions to investigate or examine its business pursuant to § 6.2-1910.

•	Authorized delegate is prohibited from using a subdelegate, or from otherwise designating or appointing another person to sell money orders or engage in money transmission business on behalf of the licensee.

•	Authorized delegate will operate in full compliance with the Uniform Money Services Act (Rev. Code Wash. § 19.230.005 et seq.) and any rules regulations and orders issued thereunder, as amended from time to time.

•	Neither licensee nor authorized delegates may authorize subdelegates.

•	Authorized delegate may not provide money services other than those allowed licensee under its license.

•	Authorized delegate shall operate in full compliance with the laws of this state and of the United States, including the West Virginia Check and Money Order Sales, Money Transmission Services, Transportation and Currency Exchange (W. Va. Code §§ 32A-2-1, et seq.) (the "West Virginia Law").

•	Authorized delegate shall hold in trust for the licensee from the moment of receipt of the proceeds of any business transacted under the West Virginia Law in an amount equal to the amount of proceeds due the licensee less the amount due the authorized delegate.

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•	Licensee appoints Retailer as its delegate with authority to engage in money transmission on behalf of the licensee.

•	Neither a licensee nor an authorized delegate may authorize subdelegates without the written consent of the Commissioner of the Wyoming Division of Banking.

•	Authorized delegates are subject to supervision and regulation by the Commissioner of the Wyoming Division of Banking.

•	Authorized delegate shall operate in full compliance with the Wyoming Money Transmitters Act (W.S. §§ 40-22-101, et seq.).

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1.

Retailer is hereby appointed as Bank’s sales agent solely for the limited purpose of selling the Products in the State of New York and delivering to Bank any fees and payments paid by purchasers of the Green Dot Bank-Issued Products, in accordance with the terms of the Agreement. Retailer hereby acknowledges that Bank is the issuer of the Green Dot Bank-Issued Cards, has the primary relationship with Cardholders, and that Bank is responsible for all amounts collected by Retailer from consumers who purchase the Green Dot Bank-Issued Products.

2.	All funds (less any fees belonging to Retailer, if applicable) received by Retailer from the sales of Products shall be funds owned by and belonging to Bank, and held for the benefit of consumers who have purchased the Green Dot Bank-Issued Products.

3.	Retailer shall make and keep such accounts, papers, books, and other records, and preserve such materials for such period of time as may be required the Agreement. Retailer shall comply with any other requirements or instructions issued by Bank relating to the Products or arising out of the Agreement.

4.	Retailer shall comply with all applicable provisions of the laws of the State of New York and regulations and orders issued by the New York State Department of Financial Services, and consents to inspections by New York State authorities.

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1.	“Walmart”

2.	“Wal-Mart Stores, Inc.”

3.	“Walmart MoneyCard”

4.	Image of the Walmart “spark”, as approved by Retailer. For example purposes only, the “spark” is depicted as follows:

5.	Image of the Walmart “half spark”, as approved by Retailer. For example purposes only, the “half spark” is depicted as follows:

6.	The phrase: “Save Money. Live Better.”

7.	Any combination of the Spark with the Retailer name.

8.	[Image of Walmart Rapid Reload]

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A.	Definitions. For the purposes of this Addendum, the terms below have the following meanings whenever capitalized:

1.	Any information relating to an identified or identifiable individual irrespective of whether such individual is a Retailer customer, employee, or other status (including name, postal address, email

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2.	Non-public business information; and

3.	Any information marked “Highly Sensitive” or “Sensitive” or defined as “Confidential” by the Agreement, or information that Principal should reasonably believe to be confidential.

B.	Acknowledgement. [*] acknowledges that it is [*] for the confidentiality and security of [*] in its possession, custody, or control, or for which [*] is otherwise responsible.

C.

Security Program. Principal has implemented and shall maintain a Security Program that complies with Privacy and Security Requirements and incorporates industry best practices. Principal’s Security Program includes appropriate administrative, technical, and physical safeguards; assures the confidentiality, availability, integrity, and security of Walmart Information and Retailer systems; and includes at least the following safeguards:

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D.	Supervision. Principal shall exercise necessary and appropriate supervision over its relevant employees and others acting on its behalf to maintain confidentiality, integrity, availability, and security of Walmart Information.

E.	Mobility and Transfer of Data.

1.	Walmart Information that is classified by Retailer as [*] or [*] shall not be [*], unless [*].

2.	All electronic data transfers of Walmart Information classified by Retailer as [*] or [*] must be [*].

3.	Any physical removal or transfer of Walmart Information classified by Retailer [*] or [*] from Retailer’s or Principal’s facilities shall be conducted only [*].

F.	Data Incidents.

1.

Principal agrees to immediately notify Retailer’s Emergency Operations Center by phone [*] of any Data Incident. While the initial phone notice may be in summary form, a comprehensive notice should be given within [*] to Retailer’s Privacy Office, 702 SW 8th Street, Bentonville, AR and its Chief Information Security Officer, 805 Moberly Lane, Bentonville, AR. The notice shall summarize in reasonable detail the nature and scope of the Data Incident (including a description of all Walmart Information affected) and the corrective action already taken or to be taken by Principal. The notice shall be timely supplemented to the level of detail reasonably requested by Retailer, inclusive of relevant investigative or forensic reports.

2.

Principal shall promptly take all necessary and advisable corrective actions, and shall cooperate fully with Retailer and its designees in all reasonable efforts to investigate the Data Incident, mitigate adverse effects, and prevent recurrence. Such cooperation shall include responding to Retailer’s inquiries about the Data Incident in a timely fashion. In the event of a Data Incident, Retailer’s point of contact at Principal will be:

3.

The Parties shall collaborate on whether it is necessary or advisable to provide notice of the Data Incident to any person, governmental entity, the media, or other party. The Parties shall collaborate on the content of the notice. [*] will make the final determination as to whether notice will be provided and to whom, the content of the notice, and which Party will be the signatory to the notice.

G.	Third Parties. Principal may transfer, disclose, or otherwise provide access to Walmart Information (including through use of third party hosting or cloud services) only to the following parties:

1.

Any subcontractor or agent that Principal engaged prior to executing the Agreement if: (i) the subcontractor or agent, including the proposed access to Walmart Information by the subcontractor or agent, was evaluated in a manner substantially similar to a Security Review; (ii) the subcontractor or agent maintains an information security program substantially equivalent to the Security Program required of Principal by this Addendum; (iii) Principal has executed an agreement with the subcontractor or agent that is substantially equivalent to this Addendum; and (iv) the subcontractor or agent has a demonstrable genuine business need-to-know for all Walmart Information to which it is provided access.

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2.

Any subcontractor or agent that Principal engages following execution of the Agreement if: (i) Retailer is permitted, at its option, to conduct a Security Review to evaluate Principal’s engagement of the subcontractor or agent and security controls implemented by that subcontractor or agent; (ii) the subcontractor or agent maintains an information security program substantially equivalent to the Security Program required of Principal by this Addendum; (iii) Principal has executed an agreement with the subcontractor or agent that is substantially equivalent to this Addendum and preserves for Retailer or Principal the rights available to Retailer pursuant to Sections F and K of this Addendum; (iv) the subcontractor or agent has a demonstrable genuine business need-to-know for all Walmart Information to which it is provided access; and (v) Retailer provides prior approval to Principal authorizing the sharing, transfer, disclosure, or access.

3.	Any other party that is not a subcontractor or agent only with prior notice to and prior approval of Retailer.

H.	Notice of Process. In the event Principal receives a governmental or other regulatory request for, or legal process requesting, any Walmart Information, Principal shall immediately notify Retailer’s Legal Department in order that Retailer will have the option to defend such action. Principal shall reasonably cooperate with Retailer in such defense.

I.

Notice of Individual Requests and Complaints. Principal shall immediately notify Retailer in the event that Principal receives: (i) requests from individuals relating to Walmart Information, including requests to access or rectify personally identifiable information; or (ii) complaints of any kind from individuals relating to the privacy, confidentiality, or security of Walmart Information. Principal shall not respond to any such request or complaint without Retailer’s prior approval.

J.	Use Restrictions. Unless Retailer provides prior approval, Principal shall not use, access, disclose, reconfigure, re-identify, or aggregate Walmart Information, nor permit any of the foregoing, for any purpose other than performing services pursuant to the Agreement, fulfilling the obligations of this Addendum, or as strictly necessary to comply with law.

K.	Security Review and Assessment.

1.	ISD Security may conduct a Security Review when determined reasonably required by Retailer.

2.

At Retailer’s request, Principal shall provide Retailer copies of its data privacy and security policies and procedures that apply to Walmart Information. Principal also may be asked, upon Retailer’s reasonable request, to submit written responses to questions regarding its privacy and information security practices that apply to Walmart Information. Principal shall submit written responses within [*] of receipt of Retailer’s request.

3.

Principal shall provide ISD Security with an opportunity to conduct a privacy and security assessment of Principal’s Security Program and systems and procedures. Such assessment may be conducted on-site by Retailer personnel or Retailer’s contracted third party assessors or through surveys and interviews, at the option of Retailer. Such assessment may be conducted no more than [*], or more frequently in the event of any Data Incident. When an on-site assessment will be conducted, Retailer shall provide Principal with reasonable advance notice of not less than [*], except in the event of a Data Incident or if Retailer has a reasonable basis to believe Principal may not be in compliance with this Addendum, in which case advance notice shall be not less than [*].

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4.

Principal shall provide Retailer with notice of any findings that are likely to adversely impact Walmart Information or Retailer systems that are identified through any security assessment or review of Principal’s systems or Security Program performed by Principal or a third party, including vulnerability and penetration assessments. Notice of these findings may be provided in the form of a written summary. Principal shall keep Retailer timely informed of its remediation efforts to address these findings.

L.	Compliance. Principal shall comply with all applicable Privacy and Security Requirements.

M.	Security Certification. Principal shall maintain a level of security certification or assessment consistent with best practices and conducted by a qualified third party reasonably acceptable to Retailer. Such certifications shall be provided to Retailer upon reasonable request.

N.	Indemnification. Principal shall indemnify, defend, and hold harmless Retailer for and from [*], and reimburse Retailer for or bear any [*], related to any Data Incident or Principal’s noncompliance with this Addendum notwithstanding [*].

O.

Termination. Retailer may terminate any contract or engagement between the Parties, including the Agreement, in the event: (i) of a Data Incident that Retailer determines is likely to [*] or may [*]; (ii) of a material violation of this Addendum by Principal, including any violation of [*]; (iii) of any material misrepresentation made in connection with any Security Review, assessment, or other process described in [*]; or (iv) that Principal or a third party reviewed pursuant to [*] fails to timely or effectively remediate material adverse findings from a Security Review, assessment, or other process described in [*], as applicable. This Section O in no way limits any termination rights provided under the Agreement.

P.	Secure Return or Disposition; Termination of Access.

1.	Principal shall return or dispose of Walmart Information in its possession, custody, or control: (i) if no longer needed for Retailer’s business or legal purposes or upon termination of the Agreement to which this Addendum is appended, whichever is longer; or (ii) upon Retailer’s direction which may be given at any time.

2.

Notwithstanding the foregoing, Principal will be permitted to retain: (i) Walmart Information for a longer period if such retention is strictly necessary to meet Principal’s legal compliance obligations, is done pursuant to Principal’s fully implemented and documented records management program, and is limited to the minimum Walmart Information and minimum retention period needed to meet these obligations; and (ii) backup media containing Walmart Information for so long as is permitted by Principal’s fully implemented and documented records management program, which retention shall not be indefinite and shall not exceed [*].

3.	Any disposal of Walmart Information must ensure that Walmart Information is rendered permanently unreadable and unrecoverable.

4.	To the extent Principal accesses or has contact with Retailer systems, Principal must ensure that such access is discontinued upon termination of the Agreement.

5.	Upon reasonable notice and if requested by Retailer, Principal shall provide Retailer with a certification by an officer attesting to Principal’s compliance with this Section P.

Q.	Survival. Section N and Section P.5 will survive termination of this Addendum and the Agreement. The remaining provisions of this Addendum will survive until such time as Principal has fully complied with the provisions of Section P.

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1.	I have reviewed this Quarterly Report on Form 10-Q of Green Dot Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	I have reviewed this Quarterly Report on Form 10-Q of Green Dot Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

•	the Quarterly Report on Form 10-Q of Green Dot Corporation for the quarter ended June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

•	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Green Dot Corporation.

•	the Quarterly Report on Form 10-Q of Green Dot Corporation for the quarter ended June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

•	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Green Dot Corporation.