MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among NATIONAL PROCESSING COMPANY, VANTIV, LLC, LITLE & CO. LLC, LITLE HOLDINGS LLC, the MEMBERS NAMED HEREIN and THOMAS J. LITLE IV, as MEMBERS’ REPRESENTATIVEMembership Interest Purchase Agreement • November 30th, 2012 • Vantiv, Inc. • Services-business services, nec • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made as of October 26, 2012, by and among National Processing Company, a Nebraska corporation (“Purchaser”), Vantiv, LLC, a Delaware limited liability company, as guarantor of Purchaser’s obligations hereunder (“Parent”), Litle & Co. LLC, a Delaware limited liability company (the “Company”), Litle Holdings LLC, a Delaware limited liability company (the “Seller”), the Persons named as members on the signature pages attached hereto (the “Members”) and Thomas J. Litle IV, in his capacity as the Members’ Representative, Purchaser, the Company, Seller, the Members and the Members’ Representative are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.” Capitalized terms which are used but not otherwise defined herein are defined in Section 1.1 below.
