VANTIV, INC. 38,600,000 Shares of Class A Common Stock Underwriting AgreementVantiv, Inc. • May 9th, 2013 • Services-business services, nec • New York
Fifth Third Bank and certain other stockholders named in Schedule 2 hereto (the latter, the “Advent Selling Stockholders”, and together with Fifth Third Bank, the “Selling Stockholders”) of Vantiv, Inc., a Delaware corporation (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 38,600,000 shares of Class A Common Stock, par value $0.00001 per share (the “Class A Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,114,704 shares of Class A Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Class A Common Stock to be outstanding after giving effect to the sale of the Shares, together with the shares of Class B Common Stock, no par value per share, of the Company (the “Class B Commo
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • May 9th, 2013 • Vantiv, Inc. • Services-business services, nec • New York
THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of May 6, 2013 by and between Vantiv, Inc., a Delaware corporation (the “Company”) and J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Morgan Stanley & Co. LLC and Deutsche Bank Securities Inc., as representatives (the “Representatives”) of the several Underwriters identified on Schedule 1 to the Underwriting Agreement (as defined below).
