VANTIV, INC. [·] Shares of Class A Common Stock Underwriting AgreementVantiv, Inc. • March 16th, 2012 • Services-business services, nec • New York
Vantiv, Inc., a Delaware corporation (the “Company”), proposes to issue and 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 $0.0001 per share, (the “Class A Common Stock”) of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [·] shares of Class A Common Stock, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell, at the option of the Underwriters, up to an [·] shares of Class A Common Stock (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. Should this option be exercised, the Company will use the net proceeds received by the Company from the sale of the Option Shares contemplated by this Agreement
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.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • March 16th, 2012 • Vantiv, Inc. • Services-business services, nec • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of [ ], is by and between Vantiv, Inc., a Delaware corporation (together with any successor by merger or otherwise, the “Company”), and [ ] (“Indemnitee”).
