SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [ ], 2012Limited Liability Company Agreement • March 5th, 2012 • Vantiv, Inc. • Services-business services, nec • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time in accordance with its terms, this “Agreement”) of VANTIV HOLDING, LLC (formerly known as FTPS Holding, LLC), a Delaware limited liability company (the “Company”), is made as of the date first written above and effective immediately prior to the occurrence of the initial public offering of Class A Common Stock (as herein defined) of Vantiv, Inc. (“Vantiv”), a Delaware corporation (the “Effective Date”), by and among:
REGISTRATION RIGHTS AGREEMENT By and Among VANTIV, INC AND THE STOCKHOLDERS LISTED ON THE SIGNATURE PAGES HERETORegistration Rights Agreement • March 5th, 2012 • Vantiv, Inc. • Services-business services, nec • New York
FTPS Holding, LLC (f/k/a Fifth Third Processing Solutions, LLC) Management Phantom Equity Plan Phantom Unit AgreementPhantom Unit Agreement • March 5th, 2012 • Vantiv, Inc. • Services-business services, nec • Delaware
This PHANTOM UNIT AGREEMENT (the “Agreement”) is entered into as of June 30, 2009 (the “Grant Date”) by and between FTPS Holding, LLC (f/k/a Fifth Third Processing Solutions, LLC), a Delaware limited liability company (the “Company”), and Charles D. Drucker (the “Participant”) pursuant to the FTPS Holding, LLC (f/k/a Fifth Third Processing Solutions, LLC) Management Phantom Equity Plan (as in effect as of the Grant Date, the “Plan”).
Vantiv, Inc. Restricted Stock Award Agreement Under the 2012 Vantiv, Inc. Equity Incentive PlanRestricted Stock Award Agreement • March 5th, 2012 • Vantiv, Inc. • Services-business services, nec • Delaware
Vantiv, Inc. (the “Company”) hereby issues to the Participant an award (the “Award”) of restricted shares of the Company’s Class A common stock, par value $0.01 (the “Restricted Stock”). The Award and the Restricted Stock shall be subject to the restrictions and other terms and conditions set forth in the 2012 Vantiv, Inc. Equity Incentive Plan (the “Plan”) and those set forth in this Agreement, including the Terms and Conditions of Restricted Stock Award attached hereto as Exhibit A (collectively, the “Agreement”). Any capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Plan.
EXCHANGE AGREEMENTExchange Agreement • March 5th, 2012 • Vantiv, Inc. • Services-business services, nec • Delaware
EXCHANGE AGREEMENT (as amended from time to time in accordance with its terms, this “Agreement”), dated as of [ ], 2012, and effective as of the Effective Date (as herein defined) among Vantiv, Inc., a Delaware corporation (the “Corporation”), Vantiv Holding, LLC, a Delaware limited liability company (“Holding”), Fifth Third Bank, a bank chartered under the laws of Ohio (“Fifth Third Bank”), FTPS Partners, LLC, a Delaware limited liability company (“FTPS Partners”), and such other holders of Class B Units and Class C Non-Voting Units (as defined herein) from time to time party hereto.
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • March 5th, 2012 • Vantiv, Inc. • Services-business services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [ , 2012] by and among Vantiv, Inc., a Delaware corporation (“Vantiv”), and JPDN Enterprises, LLC, a Delaware limited liability company (“JPDN”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • March 5th, 2012 • Vantiv, Inc. • Services-business services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [ , 2012] by and among Vantiv, Inc., a Delaware corporation (“Vantiv”), Fifth Third Bank, a bank chartered under the laws of the State of Ohio (“Fifth Third Bank”), and FTPS Partners, LLC, a Delaware limited liability company (“FTPS” and, collectively with Fifth Third Bank, “Fifth Third”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • March 5th, 2012 • Vantiv, Inc. • Services-business services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [ , 2012] by and among Vantiv, Inc., a Delaware corporation (“Vantiv”), Advent Stockholders (“Advent”), and Advent International Corporation, a Delaware corporation (“AIC”).
STOCK TRANSFER AGREEMENTStock Transfer Agreement • March 5th, 2012 • Vantiv, Inc. • Services-business services, nec • Delaware
THIS STOCK TRANSFER AGREEMENT (this “Agreement”) is made as of June 30, 2009, by and among certain investment funds affiliated with Advent International Corporation signatory thereto and hereto (the “Advent Funds”), Advent Kong Blocker Corp. (the “Company”) and Pamela Patsley (the “Transferee” and together with the Advent Funds, the “Investors”). Capitalized terms used herein and not otherwise defined shall have the meaning assigned to such terms in the Master Investment Agreement (as defined below).
ContractStock Purchase Agreement • March 5th, 2012 • Vantiv, Inc. • Services-business services, nec • Ohio
STOCK PURCHASE AGREEMENT, dated June 29, 2009 (this “Agreement”), among Fifth Third Bank, a bank chartered under the laws of the State of Ohio (“Fifth Third”), Fifth Third Financial Corporation, a corporation organized under the laws of the State of Ohio (“FTFC”), and JPDN Enterprises, LLC, a Delaware limited liability company (“JPDN”).
ADVANCEMENT AGREEMENTAdvancement Agreement • March 5th, 2012 • Vantiv, Inc. • Services-business services, nec • Delaware
This Advancement Agreement (this “Agreement”) is entered into as of [ ], 2012 by and between Vantiv Holding, LLC, a Delaware limited liability company (“Holding”), and Vantiv, Inc., a Delaware corporation (“Vantiv”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • March 5th, 2012 • Vantiv, Inc. • Services-business services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [ , 2012] by and among Vantiv, Inc., a Delaware corporation (“Vantiv”), Fifth Third Bank, a bank chartered under the laws of the State of Ohio (“Fifth Third Bank”), FTPS Partners, LLC, a Delaware limited liability company (“FTPS” and, collectively with Fifth Third Bank, “Fifth Third”), Advent Stockholders (“Advent”), JPDN Enterprises LLC, a Delaware limited liability company (“JPDN” and together with Advent and Fifth Third, the “Existing Investors”), and Advent International Corporation, a Delaware corporation (“AIC” or the “Existing Investors’ Representative”).
NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENTNon-Competition, Non-Solicitation and Confidentiality Agreement • March 5th, 2012 • Vantiv, Inc. • Services-business services, nec • Ohio
NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT (this “Agreement”) made as of June 30, 2009, by and between Fifth Third Processing Solutions, LLC, a Delaware limited liability company (together with any successor entity thereto, the “Company”), and Charles D. Drucker (“Executive”).
The Advent Funds Signatory Hereto c/o Advent International Corporation Boston, Massachusetts, 02109 June 30, 2009Stock Purchase Agreement • March 5th, 2012 • Vantiv, Inc. • Services-business services, nec • Massachusetts
Reference is hereby made to that certain Stock Purchase Agreement (the “Agreement”), dated as of June 30, 2009, by and between Pam Patsley (“you”) and certain investment funds affiliated with Advent International Corporation signatory thereto and hereto (the “Advent Funds”), pursuant to which you acquired for 3,049 shares of common stock, par value $0.01 per share, of the Advent-Kong Blocker Corp. (the “Company”) (the “Common Stock”). Defined terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.
RECAPITALIZATION AGREEMENTRecapitalization Agreement • March 5th, 2012 • Vantiv, Inc. • Services-business services, nec • Delaware
This Recapitalization Agreement (this “Agreement”) is entered into as of [ ],(1) 2012, by and among (i) Vantiv, Inc., a Delaware corporation (“Vantiv”), (ii) Vantiv Holding, LLC, a Delaware limited liability company (“Holding”), (iii) Fifth Third Bank, a bank chartered under the laws of the State of Ohio (“FTB”), (iv) FTPS Partners, LLC, a Delaware limited liability company and affiliate of FTB (“FTPS Partners”), (v) JPDN Enterprises, LLC, a Delaware limited liability company (“JPDN”), and (vi) each of the stockholders of Vantiv set forth on Exhibit A hereto (each, an “Existing Stockholder” and, collectively, the “Existing Stockholders”). Each of the parties to this Agreement is referred to herein as a “Party” or, collectively, the “Parties.” Certain capitalized terms are defined in Section 5.1.
VANTIV LETTERHEAD]Vantiv, Inc. • March 5th, 2012 • Services-business services, nec
This letter agreement confirms the terms of your continuing employment with Vantiv, LLC (together with Vantiv Holding, LLC and Vantiv, Inc., the “Company”), in the position of {JOB TITLE}, reporting to the Company’s President and Chief Executive Officer. This letter amends and restates your original offer letter, dated {DATE}, in its entirety.
NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENTNon-Competition, Non-Solicitation and Confidentiality Agreement • March 5th, 2012 • Vantiv, Inc. • Services-business services, nec • Ohio
In consideration of the Company’s offer of employment pursuant to the terms and conditions of an offer letter, dated as of the date of this Agreement, the Company’s providing Employee with access to its property, equipment and valuable Confidential Information (as defined below), and other good and valuable consideration, the parties hereby agree as follows:
