VANTIV, INC. [*] Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • December 6th, 2012 • Vantiv, Inc. • Services-business services, nec • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Vantiv, Inc., a Delaware corporation (the “Company”), propose to sell to the Underwriters listed in Schedule 1 hereto (the “Underwriters”), an aggregate of [*] 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 [*] 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 Common Stock”) are referred to herein as the “Stock”.
AGREEMENT AND PLAN OF MERGER by and among FIDELITY NATIONAL INFORMATION SERVICES, INC., WRANGLER MERGER SUB, INC. and WORLDPAY, INC. Dated as of March 17, 2019Agreement and Plan of Merger • March 18th, 2019 • Worldpay, Inc. • Services-business services, nec • Georgia
AGREEMENT AND PLAN OF MERGER, dated as of March 17, 2019 (this “Agreement”), by and among Fidelity National Information Services, Inc., a Georgia corporation (“Parent”), Wrangler Merger Sub, Inc., a Delaware corporation and direct, wholly owned Subsidiary of Parent (“Merger Sub”), and Worldpay, Inc., a Delaware corporation (the “Company”).
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
INCREMENTAL AMENDMENT NO. 3Loan Agreement • August 9th, 2017 • Vantiv, Inc. • Services-business services, nec • New York
This Second Amended and Restated Loan Agreement is entered into as of October 14, 2016, by and among VANTIV, LLC, a Delaware limited liability company (the “Borrower”), the various institutions from time to time party to this Agreement, as Lenders, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the “Administrative Agent” or “Collateral Agent”).
VANTIV LETTERHEAD]Vantiv, Inc. • March 8th, 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 President, Merchant Services, reporting to the Company’s President and Chief Executive Officer. This letter amends and restates your original offer letter, dated July 15, 2009, in its entirety.
AMENDED AND RESTATED CO-OPERATION AGREEMENT DATED 10 AUGUST 2017 WORLDPAY GROUP PLC AND VANTIV, INC. AND VANTIV UK LIMITEDCo-Operation Agreement • August 11th, 2017 • Vantiv, Inc. • Services-business services, nec
VANTIV, INC. 4,801,432 Shares of Class A Common Stock Underwriting AgreementLock-Up Agreement • November 23rd, 2016 • Vantiv, Inc. • Services-business services, nec • New York
Fifth Third Bank (the “Selling Stockholder”) proposes to sell to Morgan Stanley & Co. LLC (the “Underwriter”) an aggregate of 4,801,432 shares (the “Shares”) of Class A Common Stock, par value $0.00001 per share (the “Class A Common Stock”), of Vantiv, Inc., a Delaware corporation (the “Company”). 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 Common Stock”) are referred to herein as the “Stock”.
MASTER INVESTMENT AGREEMENT among FIFTH THIRD BANK, FIFTH THIRD FINANCIAL CORPORATION, ADVENT-KONG BLOCKER CORP., FTPS HOLDING, LLC and FIFTH THIRD PROCESSING SOLUTIONS, LLC Dated March 27, 2009 As amended June 30, 2009Master Investment Agreement • November 10th, 2011 • Vantiv, Inc. • Ohio
MASTER INVESTMENT AGREEMENT, dated March 27, 2009, as amended June 30, 2009, among (i) Fifth Third Bank, a bank chartered under the laws of the State of Ohio (“Seller”), (ii) Fifth Third Financial Corporation, a corporation organized under the laws of the State of Ohio (“FTFC”), (iii) Advent-Kong Blocker Corp., a corporation organized under the laws of the State of Delaware (“Buyer”), (iv) FTPS Holding, LLC (f/k/a Fifth Third Processing Solutions, LLC), a limited liability company formed under the laws of the State of Delaware (“Holdco”), and (v) Fifth Third Processing Solutions, LLC (f/k/a FTPS Opco, LLC), a limited liability company formed under the laws of the State of Delaware (“Opco”) (the “Agreement”). Holdco and Opco are referred to in this Agreement collectively as the “Companies.” Other capitalized terms used in this Agreement are defined in Section 1.1 below.
VANTIV, INC. [·] Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • July 30th, 2012 • Vantiv, Inc. • Services-business services, nec • New York
Certain stockholders named in Schedule 2 hereto (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 [·] 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 [ ] 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 Common Stock”) are referred to herein as the “Stock”.
VANTIV, INC. 5,780,000 Shares of Class A Common Stock Underwriting AgreementVantiv, Inc. • June 3rd, 2014 • Services-business services, nec • New York
Fifth Third Bank (the “Selling Stockholder”) proposes to sell to Goldman, Sachs & Co. (the “Underwriter”) an aggregate of 5,780,000 shares (the “Shares”) of Class A Common Stock, par value $0.00001 per share (the “Class A Common Stock”), of Vantiv, Inc., a Delaware corporation (the “Company”). 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 Common Stock”) are referred to herein as the “Stock”.
REGISTRATION RIGHTS AGREEMENT By and Among VANTIV, INC AND THE STOCKHOLDERS LISTED ON THE SIGNATURE PAGES HERETORegistration Rights Agreement • May 8th, 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 for Chief Executive Officer Under the 2012 Vantiv, Inc. Equity Incentive PlanRestricted Stock Award Agreement • March 14th, 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 • May 8th, 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 March 21, 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 • May 8th, 2012 • Vantiv, Inc. • Services-business services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of March 21, 2012, and effective as of the Effective Date (as herein defined) by and among Vantiv, Inc., a Delaware corporation (“Vantiv”), and JPDN Enterprises, LLC, a Delaware limited liability company (“JPDN”).
TRANSACTION AGREEMENTTransaction Agreement • August 8th, 2017 • Vantiv, Inc. • Services-business services, nec • Delaware
This Transaction Agreement, dated August 7, 2017 (this “Agreement”), is entered into by and among Vantiv, Inc., a Delaware corporation (the “Corporation”), Vantiv Holding, LLC, a Delaware limited liability company (“Holding” and together with the Corporation, the “Vantiv Parties”), Fifth Third Bank, a bank chartered under the laws of Ohio (“Fifth Third”) and Fifth Third Bancorp, an Ohio corporation (“Fifth Third Bancorp” and together with Fifth Third, the “Fifth Third Parties”).
AMENDMENT NO. 4Loan Agreement • October 4th, 2017 • Vantiv, Inc. • Services-business services, nec • New York
This Second Amended and Restated Loan Agreement is entered into as of October 14, 2016, by and among VANTIV, LLC, a Delaware limited liability company (the “Borrower”), the various institutions from time to time party to this Agreement, as Lenders, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the “Administrative Agent” or “Collateral Agent”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • May 8th, 2012 • Vantiv, Inc. • Services-business services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of March 21, 2012, and effective as of the Effective Date (as herein defined) 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 • May 8th, 2012 • Vantiv, Inc. • Services-business services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of March 21, 2012, and effective as of the Effective Date (as herein defined) by and among Vantiv, Inc., a Delaware corporation (“Vantiv”), Advent Stockholders (“Advent”), and Advent International Corporation, a Delaware corporation (“AIC”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of March 21, 2012Limited Liability Company Agreement • May 8th, 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:
RECAPITALIZATION AGREEMENTRecapitalization Agreement • May 8th, 2012 • Vantiv, Inc. • Services-business services, nec • Delaware
This Recapitalization Agreement (this “Agreement”) is entered into as of March 21, 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] March 15, 2012Vantiv, Inc. • March 16th, 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 President and Chief Executive Officer, reporting to the Company’s Board of Directors. This letter amends and restates your original employment agreement, dated June 30, 2009, in its entirety.
MERCURY PAYMENT SYSTEMS, LLC 2010 UNIT INCENTIVE PLAN,Vantiv, Inc. • June 19th, 2014 • Services-business services, nec • Delaware
AGREEMENT AND GENERAL RELEASEAgreement and General Release • April 30th, 2015 • Vantiv, Inc. • Services-business services, nec • Ohio
Vantiv, its parent corporation, affiliates, subsidiaries, divisions, successors and assigns and the employees, officers, directors, shareholders, and agents thereof (collectively referred to throughout this Agreement and General Release as “Vantiv” or the “Company”), and Carlos Lima, his heirs, executors, administrators, successors, and assigns (collectively referred to throughout this Agreement and General Release as “Employee”); hereafter collectively referred to as the “Parties”, agree that:
VANTIV, LLC, as Issuer, VANTIV ISSUER CORP., as Co-Issuer, and BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED, as Trustee, THE BANK OF NEW YORK MELLON, as U.S. Dollar Paying Agent and U.S. Dollar Transfer Agent, THE BANK OF NEW YORK MELLON, LONDON...Supplemental Indenture • December 21st, 2017 • Vantiv, Inc. • Services-business services, nec • New York
INDENTURE, dated as of December 21, 2017, among: (i) Vantiv, LLC, a Delaware limited liability company and having its registered office at 8500 Governor’s Hill Drive, Symmes Township, Cincinnati, Ohio 45249 (the “Issuer”), (ii) Vantiv Issuer Corp., a Delaware corporation and having its registered office at 8500 Governor’s Hill Drive, Symmes Township, Cincinnati, Ohio 45249 (the “Co-Issuer”, and together with the Issuer, the “Issuers”), (iii) BNY Mellon Corporate Trustee Services Limited, as trustee (the “Trustee”), (iv) The Bank of New York Mellon, as paying agent (the “U.S. Dollar Paying Agent”) and transfer agent (the “U.S. Dollar Transfer Agent”), (v) The Bank of New York Mellon, London Branch, as paying agent (the “Sterling Paying Agent”) and transfer agent (the “Sterling Transfer Agent”), and (vi) The Bank of New York Mellon SA/NV, Luxembourg Branch, as registrar (the “Registrar”).
CLEARING, SETTLEMENT AND SPONSORSHIP SERVICES AGREEMENTSettlement and Sponsorship Services Agreement • February 14th, 2012 • Vantiv, Inc. • Services-business services, nec • Ohio
THIS CLEARING, SETTLEMENT AND SPONSORSHIP SERVICES AGREEMENT (this “Agreement”) is made as of the 30th day of June, 2009 (the “Effective Date”), by and between Fifth Third Processing Solutions, LLC (f/k/a FTPS Opco, LLC), a Delaware limited liability company (the “Company”), and (b) Fifth Third Bank, an Ohio banking corporation (“Bank”).
SECURITY AGREEMENTSecurity Agreement • November 10th, 2011 • Vantiv, Inc. • New York
This Security Agreement (this “Agreement”) is dated as of November 3, 2010, by and among Fifth Third Processing Solutions, LLC, a Delaware limited liability company (the “Borrower”) and the other parties who have executed this Security Agreement (the Borrower, such other parties and any other parties who execute and deliver to the Collateral Agent an agreement substantially in the form attached hereto as Schedule F, being hereinafter referred to collectively as the “Debtors” and individually as a “Debtor”), each with its mailing address as set forth in Section 14(b) below, and Goldman Sachs Lending Partners LLC (“GS Lending Partners”), with its mailing address as set forth in Section 14(b) below, acting as collateral agent hereunder for the Secured Parties hereinafter identified and defined (GS Lending Partners acting as such collateral agent and any successor or successors to GS Lending Partners acting in such capacity being hereinafter referred to as the “Collateral Agent”).
MANAGEMENT AGREEMENT June 30, 2009Management Agreement • November 10th, 2011 • Vantiv, Inc. • New York
This Management Agreement (this “Agreement”) is entered into as of the date written above (the “Effective Date”) by and between Fifth Third Processing Solutions, LLC (formerly known as FTPS Opco, LLC ), a Delaware limited liability company (the “Company”), and Advent International Corporation, a Delaware corporation (the “Advisor”). The Company and the Advisor are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
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).
Philip JansenWorldpay, Inc. • November 8th, 2018 • Services-business services, nec
This agreement sets out the terms which the Company has agreed to offer you regarding the termination of your employment with the Company and all Group Companies.
VANTIV LETTERHEAD]Vantiv, Inc. • April 30th, 2015 • Services-business services, nec
FIRST LIEN LOAN AGREEMENT AMONG FIFTH THIRD PROCESSING SOLUTIONS, LLC, a Delaware limited liability company, as Borrower VARIOUS LENDERS FROM TIME TO TIME PARTY HERETO, BANK OF AMERICA, N.A., CREDIT SUISSE SECURITIES (USA) LLC and MORGAN STANLEY...First Lien Loan Agreement • November 10th, 2011 • Vantiv, Inc. • New York
This First Lien Loan Agreement is entered into as of November 3, 2010, by and among FIFTH THIRD PROCESSING SOLUTIONS, LLC, a Delaware limited liability company (the “Borrower”), the various institutions from time to time party to this Agreement, as Lenders, BANK OF AMERICA, N.A., CREDIT SUISSE SECURITIES (USA) LLC and MORGAN STANLEY SENIOR FUNDING, INC., as Co-Syndication Agents (the “Co-Syndication Agents”), FIFTH THIRD BANK, MORGAN STANLEY SENIOR FUNDING, INC. and SUNTRUST BANK, as Co-Documentation Agents (the “Co-Documentation Agents”) and GOLDMAN SACHS LENDING PARTNERS LLC, as administrative agent and collateral agent (the “Administrative Agent” or “Collateral Agent”).
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. THE SERVICE LEVEL SCHEDULE, EXHIBIT A AND THE RISK ADDENDUM HAVE BEEN OMITTED AND NOTED WITH “****” BASED ON A REQUEST...Master Services Agreement • February 14th, 2012 • Vantiv, Inc. • Services-business services, nec • Ohio
This Master Services Agreement dated as of June 30, 2009, is made between Fifth Third Bancorp, an Ohio corporation, on behalf of itself and its subsidiary depository institutions, having its principal office at 38 Fountain Square Plaza, Cincinnati, Ohio 45763 (collectively “Customer”) and Fifth Third Processing Solutions, LLC having its principal office at 38 Fountain Square Plaza, Cincinnati, Ohio 45763 (“Vendor”). For the mutual promises made herein and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, Vendor and Customer hereby agree as follows which shall be effective on the date first stated in this Agreement (“Effective Date”):
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).
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”).
