VANTIV, INC. 20,000,000 Shares of Class A Common Stock Underwriting AgreementVantiv, Inc. • August 7th, 2013 • Services-business services, nec • New York
Fifth Third Bank and certain other stockholders named in Schedule 1 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 J.P. Morgan Securities LLC (the “Underwriter”) an aggregate of 20,000,000 shares of Class A Common Stock, par value $0.00001 per share (the “Class A Common Stock”), of the Company (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”.
