From: J.D. Oder II
Sent: Friday, August 25, 2017 4:15 PM
To: Taylor Lavery <tlavery@cardconnect.com>
Subject: FW: Vending

Taylor,

Nate and I had a good meeting with xxxxx xxxxx from xxxxx. One of the main takeaways from the
meeting was that xxxxx feels like they are going to need to be on First Data's front-end.

xxxx.

I'm going to talk to xxxxx about this next week before they purchase from you.

Can we get this done somehow?

Let me know if you have any questions.

Thanks
J.D.

From: J.D. Oder II
Sent: Wednesday, August 09, 2017 11:25 AM
To: Nate Hirshberg <nhirshberg@shift4.com>
Subject: Vending

Nate

Attached is our current pricing schedule for vending. Let me know if you have any
questions.

Thanks
J.D.

Shift4 Payments, LLC
2202 N. Irving St.
Allentown, PA 18109

November 7, 2019

VIA CERTIFIED MAIL

Mr. Robert O. Carr
Executive Chairman
CardConnect LLC
4507 Cox Road, Suite 200
Glen Allen, VA

23060

Re: Notice of Breach and Termination-Reseller Agreement

Dear Mr. Carr:
Reference is made to: (i) that certain Reseller Agreement, dated
November 19, 2014 ("Original Agreement"), by and between you and
Shift4 Corporation, a Nevada corporation ("Shift4"); (ii) Amendment Number
One to the Reseller Agreement, dated as of August 31, 2015, by and
between you and Shift4 ("Amendment Number One"); (iii) Side Letter
Agreement, dated as of August 31, 2015, by and between you, Shift4, and
Commerce Parent 2015, a Delaware corporation; (iv) Amendment Number
Two to the Reseller Agreement, dated as of June 1, 2017, by and between
you and Shift4; (v) Amendment Number Three to the Reseller Agreement,
dated as of October 1, 2017, by and between you and Shift4 ("Amendment
Number Three"); and (vi) Amendment Number Four to the Reseller
Agreement, dated as of January 1, 2018, by and between you and Shift4
(the foregoing collectively referred to as the "Reseller Agreement").

On or about June 27, 2017, CardConnect was acquired by FinServ,
Inc. ("FinServ"). We recently learned that on July 29, 2019, FinServ was
acquired by Fiserv, Inc. ("Fiserv"). Fiserv offers, among other things, merchant
acquiring and processing services that directly compete with Shift4, and
therefore, constitute a Change of Control under the terms of the Reseller
Agreement. As such, and in accordance with Section 11.13 of the Original
Agreement, Shift4 is exercising its option to immediately terminate the
Reseller Agreement. While we believe the Original Agreement could have
been terminated as early as the date of the first change of control with
FinServ, we expect CardConnect to honor its obligations in facilitating an
orderly transition to Fiserv.

Notwithstanding anything to the contrary, this termination is NOT
without cause and CardConnect must act in accordance with Section 11.2(a)
of the Original Agreement, including the payment of "any fees or expenses
incurred by [Shift4] in connection with the transfer of any Merchant Accounts
from [CardConnect] or from any Processor to [Shift4] or to another processor of
[Shift4's] choice. To be clear, your obligation includes compensation for all
internal and/or external expenses incurred by Shift4 in connection with any of

the foregoing.

The purpose of this correspondence is to demand immediate payment
of the "Early Termination Fee" that is described and defined in Amendment
Number Three to the Reseller Agreement. As you know, Section 1.2 of
Amendment Number Three modifies and replaces Section 8.2 of the Original
Agreement.

Specifically, and pursuant to Section 1.2(a) under Amendment
Number Three, subject *to the terms and conditions of Section 1.2(c),* if the
Reseller Agreement is *terminated by Reseller without "Cause" (as defined*
*in the Original Agreement) prior to January 1, 2025, Reseller shall pay*
*Company an Early Termination Fee in an amount equal to $6,250.00 per*
*terminated Merchant Account* (as defined in the Original Agreement). As
defined in Section 11.1 of the Original Agreement, Termination "With Cause"
is defined as *(a) failure to comply with any material term or condition of this*
*Agreement (including any of the Policies and Procedures), which failure is not*
*cured within thirty (30) days after notice of such failure.*

As you know, CardConnect has repeatedly failed, over a period of
several years, to comply with material provisions of the Reseller Agreement.
CardConnect's material breaches began prior to its acquisition by FinServ,
and these breaches by CardConnect continue to this day.
Section 2.7 of the Original Agreement obligates CardConnect to
comply with rules promulgated by Visa, MasterCard and other card brands
(the "Card Brand Rules"). Furthermore, the Card Brands prohibited
CardConnect, as the "Payment Facilitator," from adding sub-merchants to
their portfolios if those sub-merchants have previously been terminated by
either Visa or MasterCard. The Card Brand Rules also specify the acceptable
ways in which a Payment Facilitator can advertise their services.

Despite these very clear obligations and prohibitions, CardConnect
has repeatedly added merchants who were terminated previously by another
acquirer participating in the Terminated Merchant File ("TMF").
CardConnect also disregards the Card Brand Rules with its internet (and
other) advertising.

On October 26, 2017, Shift4 notified CardConnect, via certified mail,
of these material breaches. Instead of curing the breaches, CardConnect
ignored the notice. In fact, CardConnect has continued to violate the
Reseller Agreement in this manner, and Shift4 has continued to communicate
these breaches to CardConnect and the executives running CardConnect.
CardConnect has never cured these material breaches.
Additionally, even though it is not material to this termination letter,
CardConnect has, in our opinion, also operated in bad faith and has also
breached its obligations to us under Section 11.9 of the Original Agreement.
We have previously communicated our concerns in this regard to the new
President of CardConnect, Mr. Peter Harrington, and he has also neglected to
respond to our concerns.

By failing to comply with the Card Brand Rules, and failing to cure
the issues after receiving notice on multiple occasions, CardConnect has
breached its material obligations under the Reseller Agreement. Accordingly,
we are *NOT* obligated to pay the Early Termination Fee included in
Amendment Three.

Regardless, and even if Shift4 was obligated to compensate
CardConnect for termination, CardConnect and Fiserv would be prohibited
from receiving any benefit under Section 1.2(c) of Amendment Number
Three. As you know, Fiserv directly competes with Shift4. Thus,
CardConnect would be unable to collect any Early Termination Fees due to
the language in paragraph (c) of Section 1.2.

Similarly, CardConnect would be unable to collect against any
Merchant Account that terminated in the previous twelve (12) months.
CardConnect also cannot use any non-solicitation or similar restrictive
covenants to interfere with Shift4. We will, however, agree to provide you
with the opportunity to retain up to 10% of certain identified merchants
pursuant to mutually acceptable terms for an orderly transition (the
"Transition Merchant Accounts"). For all other Merchant Accounts, we will
expedite an orderly transition to Shift4, and we will be seeking reimbursement
for our expenses in doing so.

To be clear, Shift4 is exercising its right to terminate the Reseller
Agreement without Cause *AND* for Cause. Please be governed accordingly.