Exhibit 3.01

CERTIFICATE OF DESIGNATIONS

OF

SERIES A CONVERTIBLE JUNIOR PARTICIPATING NON-CUMULATIVE PERPETUAL PREFERRED STOCK

OF

GREEN DOT CORPORATION

Pursuant to Section 151 of the General Corporation Law

of the State of Delaware

The undersigned, Steven W. Streit, Chief Executive Officer of Green Dot Corporation, a Delaware corporation (the “Corporation”), hereby certifies that, pursuant to the authority expressly vested in the Board of Directors of the Corporation (the “Board of Directors”) by the Certificate of Incorporation of the Corporation, and in accordance with the provisions of Sections 103 and 151 of the General Corporation Law of the State of Delaware, the Board of Directors has duly adopted the following resolutions:

RESOLVED, that, pursuant to Article IV of the Certificate of Incorporation (which authorizes 5,000,000 shares of preferred stock, par value $0.001 per share of the Corporation (the “Preferred Stock”)), the Board of Directors hereby fixes the powers, designations, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions, of a series of Preferred Stock as follows:

RESOLVED, that each share of such series of Preferred Stock shall be subject to the following provisions:

SECTION 1. Designation. The distinctive serial designation of such series of Preferred Stock is “Series A Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock” (“Series A Preferred Stock”). Each share of Series A Preferred Stock shall be identical in all respects to every other share of Series A Preferred Stock.

SECTION 2. Number of Shares. The authorized number of shares of Series A Preferred Stock shall be 10,085. Shares of Series A Preferred Stock that are purchased or otherwise acquired by the Corporation, or converted into shares of Class A Common Stock, shall not be reissued as shares of such series and shall (upon filing of the appropriate certificate with the Secretary of State of the State of Delaware, if necessary) be cancelled and become authorized but unissued shares of Preferred Stock.

SECTION 3. Definitions. As used herein with respect to Series A Preferred Stock:

(a)“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) has the meaning set forth in 12 C.F.R. § 225.2(e)(1).

(b)“Business Day” means any day other than a Saturday, Sunday or other day on which banking institutions in Los Angeles, California are authorized or required by law or executive order to remain closed.

(c)“Bylaws” means the amended and restated bylaws of the Corporation, as they may be amended from time to time.

(d)“Certificate of Designations” means this Certificate of Designations relating to the Series A Preferred Stock, as it may be amended from time to time.

(e)“Certificate of Incorporation” shall mean the Tenth Amended and Restated Certificate of Incorporation of the Corporation, as it may be amended from time to time, and shall include this Certificate of Designations.

(f)“Class A Common Stock” means the Class A Common Stock, par value $0.001 per share (or such other par value, or no par value, as such common stock may have from time to time), of the Corporation.

(g)“Class A Common Stock Distribution” has the meaning set forth in Section 5(c).

(h)“Class A Common Stock Distribution Date” has the meaning set forth in Section 5(c).

(i)“Class A Common Stock Distribution Record Date” has the meaning set forth in Section 5(c).

(j)“Class A Common Stock Split Distribution” has the meaning set forth in Section 11(d).

(k)“Class B Common Stock” means the Class B Common Stock, par value $0.001 per share (or such other par value, or no par value, as such common stock may have from time to time), of the Corporation.

(l)“Closing Price” per share of Class A Common Stock on any Trading Day means the closing sale price per share of Class A Common Stock on the Relevant Exchange on such Trading Day.

(m)“Common Stock” means the Class A Common Stock and the Class B Common Stock.

(n)“Conversion Rate” means the number of shares of Class A Common Stock issuable upon conversion of one (1) share of Series A Preferred Stock, which Conversion Rate

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shall initially be one thousand (1,000) shares of Class A Common Stock per share of Series A Preferred Stock, subject to adjustment as provided in Section 11(d).

(o)“Distributed Property” has the meaning set forth in Section 5(c).

(p)“Holder” means a Person in whose name one or more shares of the Series A Preferred Stock are registered.

(q)“Junior Stock” means the Class A Common Stock, the Class B Common Stock and any other class or series of stock of the Corporation, other than Series A Preferred Stock, that ranks junior to Series A Preferred Stock either or both as to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or as to the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

(r)“Liquidation Preference” has the meaning set forth in Section 6(b).

(s)“Liquidation Preference Amount” means one cent ($0.01) per share of Series A Preferred Stock.

(t)“Parity Stock” means each class or series of stock of the Corporation, other than Series A Preferred Stock, that ranks equally with the Series A Preferred Stock in the payment of dividends (whether such dividends are cumulative or non-cumulative) and in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

(u)“Permitted Inside Transfer” means any transfer of shares of Series A Preferred Stock by a Holder to an Affiliate of such Holder.

(v)“Permitted Outside Transfer” means any transfer of shares of Series A Preferred Stock by a Holder (i) in a widespread public distribution, (ii) in a private sale or transfer (including, without limitation, a distribution (x) by a partnership to a partner or former partner, (y) by a limited liability company to a member or former member or (z) by a corporation to a stockholder or former stockholder) in which the relevant transferee (together with its Affiliates and other transferees acting in concert with it) acquires no more than 2% of any class of voting shares (as defined in 12 C.F.R. § 225.2(q)(3) and determined by giving effect to the automatic conversion of such transferred shares of Series A Preferred Stock upon such transfer pursuant to Section 11(a)) of the Corporation, (iii) to a transferee that (together with its Affiliates and other transferees acting in concert with it) owns or controls more than 50% of any class of voting shares (as defined in 12 C.F.R. § 225.2(q)(3)) of the Corporation without regard to any transfer of shares from the transferring Holder or (iv) to the Corporation; provided that, notwithstanding anything to the contrary in this definition, any transfer of shares of Series A Preferred Stock by a Holder in any transaction described in any of the foregoing clauses (i), (ii) or (iii) that is also a Permitted Inside Transfer shall constitute a Permitted Inside Transfer and not a Permitted Outside Transfer.

(w)“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, company, limited liability company,

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trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature.

(x)“Record Date” has the meaning set forth in Section 5(d).

(y)“Reference Property” has the meaning set forth in Section 11(e).

(z)“Relevant Exchange” means the New York Stock Exchange; provided, however, that if the Class A Common Stock is not listed for trading on the New York Stock Exchange, then “Relevant Exchange” means the principal U.S. national or regional securities exchange on which the Class A Common Stock is listed; provided further, that if the Class A Common Stock is not listed on a U.S. national or regional securities exchange, then “Relevant Exchange” means the principal over-the-counter market on which the Class A Common Stock is traded.

(aa)“Reorganization Event” has the meaning set forth in Section 11(e).

(bb)    “Senior Stock” means all Preferred Stock that ranks senior to the Series A Preferred Stock in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

(cc)    “Trading Day” means any day during which trading in the Class A Common Stock generally occurs on the Relevant Exchange.

SECTION 4. Ranking. The Series A Preferred Stock will, with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and the distribution of assets on any liquidation, dissolution or winding up of the Corporation, rank (a) on parity with Parity Stock and (b) senior to Junior Stock.

SECTION 5. Dividends.

(a)For so long as the outstanding shares of Series A Preferred Stock represent more than ten percent (10%) of the aggregate number of shares of Series A Preferred Stock originally issued by the Corporation (as adjusted for any split, reverse split, subdivision, combination, reclassification or other similar action with respect to the Series A Preferred Stock), then (in addition to any other vote or consent of stockholders required by the Certificate of Incorporation) without the vote or consent of the Holders of at least a majority of the shares of Series A Preferred Stock then outstanding, voting separately as a single class, the Corporation may not make any dividends or other distributions with respect to any class of Common Stock unless at the same time the Corporation makes a ratable dividend or distribution with respect to each outstanding share of Common Stock, regardless of class. For purposes of this Section 5(a), the term “ratable” shall be construed in a manner consistent with the usage of that term in Section 3.4 of Article IV of the Certificate of Incorporation; provided that in addition to a dividend or distribution that would be “ratable” under such Section 3.4, a dividend or distribution that is the same per share of Common Stock will be considered “ratable”.

(b)Holders of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors or a duly authorized committee of the Board of Directors, out

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of funds or property legally available therefor under Delaware law, non-cumulative dividends and distributions, if any, in the amount, kind and manner set forth in Section 5(c). Except as provided in the immediately preceding sentence, in Section 5(c) or in Section 6, Holders shall not be entitled to any other dividends or distributions on the Series A Preferred Stock. Notwithstanding anything herein to the contrary, (i) dividends and distributions on the Series A Preferred Stock shall not be cumulative; (ii) Holders shall not be entitled to receive any dividends or distributions not declared by the Board of Directors or a duly authorized committee of the Board of Directors; and (iii) no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend or distribution not so declared.

(c)If the Board of Directors or a duly authorized committee of the Board of Directors declares a dividend, or the Corporation otherwise makes any distribution, on outstanding shares of Class A Common Stock, of cash, securities (including, without limitation, rights, warrants, options or evidences of indebtedness) or other property or assets (in each case excluding Class A Common Stock Split Distributions and Reorganization Events) (such a dividend or distribution, a “Class A Common Stock Distribution,” and the cash, securities, property or assets dividended or distributed on the Class A Common Stock pursuant to such Class A Common Stock Distribution, the “Distributed Property,” and the date such Distributed Property is paid to holders of Class A Common Stock pursuant to such Class A Common Stock Distribution, the “Class A Common Stock Distribution Date,” and the record date for determining the holders of Class A Common Stock entitled to receive such Class A Common Stock Distribution, the “Class A Common Stock Distribution Record Date”), then the Board of Directors or a duly authorized committee of the Board of Directors shall, in accordance with this Section 5(c), declare to be paid, or cause there to be distributed, to the Holders in respect of the Series A Preferred Stock, Distributed Property in accordance with this Section 5(c). The date on which such Distributed Property is to be paid to Holders in respect of the Series A Preferred Stock on account of such Class A Common Stock Distribution shall be the Class A Common Stock Distribution Date, and the kind and amount of Distributed Property to be dividended or distributed per share of Series A Preferred Stock shall be the kind and amount of Distributed Property that a holder of a number of shares of Class A Common Stock equal to the Conversion Rate in effect at the close of business on the Class A Common Stock Distribution Record Date for such Class A Common Stock Distribution would have been entitled to receive pursuant to such Class A Common Stock Distribution. The Corporation shall not declare any Class A Common Stock Distribution unless the Corporation has funds legally available to comply, and complies, with this Section 5(c) with respect to such Class A Common Stock Distribution. For avoidance of doubt, (i) no dividend or distribution shall be payable on the Series A Preferred Stock pursuant to this Section 5(c) unless there shall occur a Class A Common Stock Distribution, and (ii) if (A) in connection with a Reorganization Event, the Board of Directors or a duly authorized committee of the Board of Directors declares a dividend, or the Corporation otherwise makes any distribution, on outstanding shares of Class A Common Stock and (B) in connection with such Reorganization Event, the Class A Common Stock is converted into or exchanged for, or constitutes solely the right to receive, cash, securities or other property, then (1) such dividend or distribution shall be subject to this Section 5(c) but not to Section 11(e) and (2) such conversion into, exchange for or right to receive cash, securities or other property shall be subject to Section 11(e) but not to this Section 5(c).

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(d)Dividends or distributions that are payable on Series A Preferred Stock on a Class A Common Stock Distribution Date pursuant to Section 5(c) on account of a Class A Common Stock Distribution will be payable to holders of record of Series A Preferred Stock as they appear on the stock register of the Corporation at the close of business on the date (each such date, a “Record Date”) that is the Class A Common Stock Distribution Record Date for such Class A Common Stock Distribution.

(e)If any share of Series A Preferred Stock is converted into Class A Common Stock on or prior to a Record Date for a dividend or distribution on the Series A Preferred Stock pursuant to Section 5(c), then the Holder of such share of Series A Preferred Stock shall not have the right to receive a dividend or distribution with respect to such share pursuant to Section 5(c) (but such Holder's initial transferee or a subsequent transferee, as applicable, shall have the right to receive a dividend or distribution on the shares of Class A Common Stock into which such share was converted in accordance with the applicable provisions of the Certificate of Incorporation). If any share of Series A Preferred Stock is converted into Common Stock after a Record Date for a dividend or distribution on the Series A Preferred Stock pursuant to Section 5(c) but on or prior to the date such dividend or distribution is to be made, then the Holder of such share of Series A Preferred Stock at the close of business on such Record Date shall have the right to receive such dividend or distribution notwithstanding such conversion.

SECTION 6. Liquidation Rights.

(a)Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the Holders shall be entitled to receive, per share of Series A Preferred Stock, out of the assets of the Corporation or proceeds thereof legally available for distribution to stockholders of the Corporation, and after satisfaction of all liabilities and obligations to creditors of the Corporation and all liquidation rights of any Senior Stock, before any distribution of such assets or proceeds is made to or set aside for the holders of Junior Stock, an amount equal to the Liquidation Preference Amount per share, together with all dividends (if any) on the Series A Preferred Stock that have been declared but not paid prior to the date of payment of such distribution.

(b)Partial Payment. If, in any distribution described in Section 6(a), the assets of the Corporation or proceeds thereof are not sufficient to pay the Liquidation Preferences in full to all Holders of Series A Preferred Stock and all holders of any Parity Stock, then the amounts paid to the Holders of Series A Preferred Stock and to the holders of all such other Parity Stock shall be paid pro rata in accordance with the respective aggregate Liquidation Preferences of the Holders of Series A Preferred Stock and the holders of all such other Parity Stock. In any such distribution, the “Liquidation Preference” of any holder of Preferred Stock of the Corporation shall mean the amount otherwise payable to such holder in such distribution (assuming no limitation on the assets of the Corporation available for such distribution and disregarding any payment under Section 6(c) (or any similar provision of any Parity Stock)), including any declared but unpaid dividends (and, in the case of any holder of stock other than Series A Preferred Stock and on which dividends accrue on a cumulative basis, any unpaid, accrued cumulative dividends, whether or not declared, as applicable).

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(c)Residual Distributions. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, if the Liquidation Preference has been paid in full to all holders of Series A Preferred Stock, Parity Stock and Senior Stock, then the Holders shall (subject to the rights, if any, of any other series of Preferred Stock that is not Junior Stock to similarly be treated as holders of Class A Common Stock) thereafter be treated as holders of Class A Common Stock, determined as if each share of Series A Preferred Stock were converted into shares of Class A Common Stock at the Conversion Rate in effect at the time of such liquidation, dissolution or winding up and shall have the right to receive a distribution pursuant to Section 3.6 of Article IV of the Certificate of Incorporation.

(d)Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 6, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the Holders receive cash, securities or other property for their shares of Series A Preferred Stock, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the affairs of the Corporation but instead shall constitute a Reorganization Event pursuant to Section 11(e).

SECTION 7. No Redemption. The Series A Preferred Stock shall not be redeemable at the election of the Corporation or at the election of the Holder.

SECTION 8. Maturity. The Series A Preferred Stock shall be perpetual unless converted in accordance herewith.

SECTION 9. Voting Rights.

(a)General. The Holders shall not have any voting rights in respect of the Series A Preferred Stock except as set forth below or as otherwise from time to time required by law.

(b)Limited Voting Rights. So long as any shares of Series A Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by law or by the Certificate of Incorporation, the vote or consent of the Holders of at least a majority of the outstanding shares of Series A Preferred Stock at the time outstanding shall be necessary for effecting or validating any amendment, alteration or repeal of any provision of the terms of the Series A Preferred Stock so as to affect the special rights, preferences, privileges or voting powers of the Series A Preferred Stock; provided, however, that for all purposes of this Section 9(b) and for the avoidance of doubt, any Reorganization Event in respect of which the Corporation complies with Section 11(e), any increase in the amount of the authorized Preferred Stock, or any creation or issuance, or an increase in the authorized or issued amount, of any other series of Preferred Stock or other stock of the Corporation ranking senior to, equally with and/or junior to the Series A Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation (including, for the avoidance of doubt, any such increase, creation or issuance pursuant to, or in connection with the Corporation's adoption of, any stockholder rights plan) will not be deemed to affect the special rights, preferences, privileges or voting powers of the Series A Preferred Stock. Notwithstanding any other provision of this Section 9, the Corporation shall not take any action which would reasonably be

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expected to cause any Holder to become subject (or to result in any Holder becoming subject) to the Bank Holding Company Act of 1956, as amended, without the vote or consent of the Holders of at least a majority of the shares of Series A Preferred Stock at the time outstanding.

(c)Procedures for Voting and Consents. Any vote or consent of the Holders may be taken either by vote at a meeting called for the purpose or by written consent without a meeting and in either case may be given in person or by proxy. The rules and procedures for calling and conducting any meeting of the Holders (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules the Board of Directors or a duly authorized committee of the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of Incorporation, the Bylaws and applicable law.

SECTION 10. Transfer Restrictions.

(a)No Holder may transfer any shares of Series A Preferred Stock except pursuant to (i) a Permitted Inside Transfer or (ii) a Permitted Outside Transfer.

(b)Any attempt to transfer any shares of Series A Preferred Stock not in compliance herewith shall be null and void, and the Corporation shall not, and shall cause the transfer agent, if any, for the Series A Preferred Stock not to, give any effect in the Corporation's stock records to such attempted transfer.

SECTION 11. Automatic Conversion.

(a)Conversion Upon Transfer. Upon any Permitted Outside Transfer of Series A Preferred Stock by any Holder, each share of Series A Preferred Stock so transferred shall, automatically and without the act of such Holder, be converted into a number of shares of Class A Common Stock equal to the Conversion Rate in effect at the time of conversion. Such conversion shall take effect simultaneously with the applicable Permitted Outside Transfer, unless such Permitted Outside Transfer occurs after the close of business on a Business Day or on a day other than a Business Day, in which case such conversion shall not take effect until the open of business on the next Business Day. Neither the transfer of Series A Preferred Stock nor the issuance of Class A Common Stock on conversion of Series A Preferred Stock will be treated as a transfer of Common Stock for purposes of the second sentence of Section 3.3 of Article IV of the Certificate of Incorporation.

(b)Certain Conversion Terms. After any Permitted Outside Transfer, the new holder of the shares of Series A Preferred Stock so converted (and any subsequent transferee thereof) shall present to the Corporation such evidence of transfer as the Corporation may reasonably request, and promptly after the presentation thereof, and if required, the payment of all transfer and similar taxes, the Corporation shall issue and register in book-entry form in the name of such holder the whole number of shares of Class A Common Stock issuable upon such conversion. Each Holder shall give prompt notice to the Corporation of any Permitted Outside Transfer of shares of Series A Preferred Stock by such Holder thereof. The Corporation shall not issue

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fractional shares of Class A Common Stock upon any conversion of shares of Series A Preferred Stock and shall instead deliver to the relevant transferee a check in an amount equal to the value of the applicable fraction computed on the basis of the Closing Price per share of the Class A Common Stock on the Trading Day immediately before the date of such conversion. All shares of Class A Common Stock issued or delivered upon conversion of shares of Series A Preferred Stock shall be validly issued, fully paid and non-assessable and shall be free of preemptive or similar rights and free of any lien or adverse claim created by the Corporation. If more than one share of Series A Preferred Stock is converted upon any Permitted Outside Transfer, then the number of full shares of Class A Common Stock issuable upon such conversion shall be computed on the basis of the aggregate number of shares of Series A Preferred Stock so converted.

(c)Effect of Conversion. Subject to the second sentence of Section 5(e), upon conversion each outstanding share of Series A Preferred Stock so converted shall cease to be outstanding, dividends and distributions on such share shall cease to accrue or be due and all rights in respect of such share shall terminate, other than the right to receive, upon compliance with Section 11(b), appropriate evidence of the shares of Class A Common Stock registered in book-entry form into which such share of Series A Preferred Stock has been converted, together with cash in lieu of any fractional share, as provided herein.

(d)Adjustment to the Conversion Rate. If, after the date of original issue of the Series A Preferred Stock, the Corporation: (i) pays a dividend or makes another distribution on Class A Common Stock to holders of Class A Common Stock payable in shares of Class A Common Stock (a “Class A Common Stock Split Distribution”); (ii) subdivides or splits the outstanding shares of Class A Common Stock into a greater number of shares of Class A Common Stock; or (iii) combines or reclassifies or otherwise changes the outstanding shares of Class A Common Stock into a smaller number of shares of Class A Common Stock, then the Conversion Rate shall be adjusted by multiplying such Conversion Rate in effect immediately before such adjustment by the number of shares of Class A Common Stock which a person who owns only one (1) share of Class A Common Stock immediately before the record date or effective date, as applicable, of such dividend, distribution, subdivision, split, or combination or reclassification and who is entitled to participate in such dividend, distribution, subdivision, split, combination or reclassification would own immediately after giving effect to such dividend, distribution, subdivision, split, combination or reclassification (without giving effect to any arrangement pursuant to such dividend, distribution, subdivision, split, combination or reclassification not to issue fractional shares of Class A Common Stock). Such adjustment shall become effective immediately after the close of business on such record date, in the case of a stock dividend or stock distribution, and shall become effective at the effective time of the subdivision, split, combination or reclassification, in the case of such an event. For avoidance of doubt, if, after the date of original issue of the Series A Preferred Stock, the Corporation pays a dividend or makes another distribution on Class A Common Stock to holders of Class A Common Stock payable, in part (and not exclusively), in shares of Class A Common Stock, then such dividend or distribution will be treated as a Class A Common Stock Split Distribution with respect to the portion paid in Class A Common Stock and as a Class A Common Stock Distribution with respect to the remaining portion.

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(e)Conversion Upon Reorganization Event. If, after the date of original issue of the Series A Preferred Stock, (i) there occurs (A) any consolidation or merger of the Corporation with or into another Person; (B) any sale, transfer, lease, exchange or conveyance to another Person of the assets of the Corporation as an entirety or substantially as an entirety; or (C) any statutory exchange of securities of the Corporation with another Person or any binding share exchange which reclassifies or changes the outstanding Class A Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a transaction that is subject to Section 11(d)) (any such event in clauses (A) through (C), inclusive, a “Reorganization Event”); and (ii) pursuant to such Reorganization Event, the Class A Common Stock is converted into or exchanged for, or constitutes solely the right to receive, cash, securities or other property, then, effective immediately after the effective time of such Reorganization Event, the Corporation shall make provision for each outstanding share of Series A Preferred Stock to be converted into or to receive in exchange for such share, out of funds legally available therefor, the kind and amount of cash, securities or other property (collectively, “Reference Property”) receivable pursuant to such Reorganization Event by a holder of a number of shares of Class A Common Stock equal to the Conversion Rate in effect at such effective time. For purposes of this Section 11(e), if holders of Class A Common Stock have a right to elect the type of consideration receivable in connection with a Reorganization Event, the Holders of shares of Series A Preferred Stock shall have a similar right of election, including being subject to any pro-ration provision applicable to the right of election of holders of Class A Common Stock in connection with such Reorganization Event. On and after the effective time of a Reorganization Event of the type referred to in clause (ii) of the first sentence of this Section 11(e), each outstanding share of Series A Preferred Stock shall cease to be outstanding, dividends on such share shall cease to accrue, and all rights of the Holder(s) of such share shall terminate with respect to such share, other than the right to receive the kind and amount of Reference Property into which such share of Series A Preferred Stock has been converted plus any declared and unpaid dividends.

(f)Notice of Adjustments. Whenever the Conversion Rate is adjusted pursuant to Section 11(d), the Corporation shall, within ten (10) Business Days following the occurrence of the event that requires such adjustment, (i) compute the adjusted Conversion Rate in accordance with Section 11(d); and (ii) cause the Chief Financial Officer of the Corporation (or a designee of such Chief Financial Officer) to prepare and mail to each Holder, at such Holder's last address shown on the records of the Corporation, a certificate setting forth such adjustment and showing in reasonable detail the facts upon which such adjustment is based. The Corporation shall, upon the written request at any time of any Holder of Series A Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (i) any adjustments and readjustments since the date of original issue of the Series A Preferred Stock, (ii) the applicable Conversion Rate at the time in effect and (iii) the number of shares of Class A Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of such Holder's Series A Preferred Stock.

(g)Reservation of Class A Common Stock. The Corporation shall, at all times when any shares of Series A Preferred Stock are outstanding, reserve and keep available, free from preemptive rights, out of its authorized but unissued Class A Common Stock, the full number of shares of Class A Common Stock then issuable upon conversion of all then outstanding shares of

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Series A Preferred Stock. Notwithstanding anything herein to the contrary, the Corporation may, at its election, deliver, upon conversion of the Series A Preferred Stock, treasury shares of Class A Common Stock or other shares of Class A Common Stock that the Corporation has reacquired, provided such shares comply with the fourth sentence of Section 11(b).

(h)Polices and Procedures. The Corporation may, from time to time, establish such policies and procedures, not in violation of applicable law or the Certificate of Incorporation, relating to the conversion of Series A Preferred Stock into Class A Common Stock, as it may deem necessary or advisable.

SECTION 12. No Optional Conversion. At no time may any share of the Series A Preferred Stock be converted at the option of the Holder thereof. For the avoidance of doubt, this Section 12 shall not affect the automatic conversion of the Series A Preferred Stock upon a Permitted Outside Transfer pursuant to Section 11(a).

SECTION 13. Fractional Shares. Series A Preferred Stock may be issued in fractions of a share which shall entitle the Holder thereof, in proportion to such Holder's fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of Series A Preferred Stock.

SECTION 14. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the transfer agent, if any, for the Series A Preferred Stock may deem and treat the record holder of any share of Series A Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor any such transfer agent shall be affected by any notice to the contrary.

SECTION 15. Notices. All notices or communications in respect of Series A Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of Designations, in the Certificate of Incorporation or Bylaws or by applicable law.

SECTION 16. No Preemptive Rights. No share of Series A Preferred Stock shall have any rights of preemption whatsoever as to any securities of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

SECTION 17. No Impairment. The Corporation will not, by amendment of the Certificate of Incorporation or through any reorganization, recapitalization, transfer of assets, merger, consolidation, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation but will at all times in good faith assist in the carrying out of all the provisions of this Certificate of Designations and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holders of the Series A Preferred Stock against impairment; provided that, to the extent that the rights and obligations of the Holders of the Series A Preferred Stock and the Corporation with respect to any transaction, event or other matter are addressed by one or more specific provisions of this Certificate of

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Designations, such provision(s) shall govern and this Section 17 shall be inapplicable with respect thereto.    

SECTION 18. Other Rights. The shares of Series A Preferred Stock shall not have any voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation or as provided by applicable law.

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IN WITNESS WHEREOF, GREEN DOT CORPORATION has caused this Certificate of Designations to be signed and attested by the undersigned this 8th day of December, 2011.

GREEN DOT CORPORATION
By:	/s/ Steven W. Streit
	Name:	Steven W. Streit
	Title:	Chief Executive Officer