From:        Jeff Shanahan
To:          Jared Isaacman
Cc:          Taylor Lavery; Kyle Unzicker; Michael Isaacman; Marc Rubner
Subject:     CardConnect
Date:        Thursday, June 13, 2019 6:01:34 PM
Attachments: image001.png

Jared,

I just wanted to follow up on the topic of CardConnect and seek clarity on your intentions.

As you know, First Data/CardConnect is our largest partner and we've been working together for over 9 years.
We've achieved many great milestones and successes over that time. Our Agreement, which was renewed not
long ago, would take our partnership into 2023. Even your own counsel has concluded that no change of control
exists.

The purpose of our Agreement is to realize benefits from a mutually beneficial partnership. However, you've asked
us multiple times to allow you to quit/leave the Agreement and most recently to pay us in order to end the
partnership.

Your recent threats and demands are inconsistent with the partnership and, quite frankly, inconsistent with the
history of success we have built together.

We remain committed to the Agreement and delivering the services you expect. And we expect the same in return.
We have no desire to litigate this matter. We want to, and will, uphold our obligations under the Agreement,
including honoring all of the terms, even if there was a change of control (and there isn't).

Let's please set aside this noise and focus on what has made our partnership so successful.

I'd like to schedule a call for us to discuss - I'm available tomorrow morning if that works for you.

Thanks,
Jeff

Jeff Shanahan | President, CardConnect
Direct: 215.989.5582 | Mobile: 215.431.3343
1000 Continental Drive, Suite 300 | King of Prussia, PA 19406
CardConnect.com | LinkedIn | Twitter | Facebook
[image001.png]

From:        Jared Isaacman
To:          Jeff Shanahan
Cc:          Taylor Lavery; Kyle Unzicker; Michael Isaacman; Marc Rubner
Subject:     RE: CardConnect
Date:        Thursday, June 13, 2019 6:47:19 PM

Jeff,

Thanks for getting back to me. I appreciate it.

First, you are welcome to quote me on “We are out.” That is what I said. My counsel, who as you know are exceptionally skilled in
M&A (having represented Shift4 in our last five acquisitions), have reviewed all applicable agreements, corporate governance
documents, applicable case law and have reached the informed opinion that a change in control has occurred with CDC. We shared
this with you on our last call (May 29th) with supporting documentation. I do recall your team indicating you still hadn’t made a determination
if a change in control has occurred, which seemed odd as you were on month six of an eight month integration window with FDC. I also recall
indicating that this was something that should get awareness at the highest levels of Fiserv as this is ultimately their decision (on whether CDC
COC occurred).

We disagree with your assertion that we have asked you “multiple times” to leave/quit the agreement. We communicated our
determination of a CDC COC on May 29th. I did communicate a willingness (as in one time) on May 29th to explore an immediate
separation, at a fair cost, as part of my pursuit to be upfront and transparent in our dealings even though we do not believe any such
compensation is required. We followed up this call with an email from our CFO outlining the financial implications of the termination we
believe you are in agreement is justified.

You are certainly correct a partnership should be mutually beneficial, although your comment seems a little one-sided considering the
vast majority of the economics in our agreement flows from the Shift4 gateway and merchant portfolio to CardConnect. Nevertheless,
it’s still a relationship we value to support the more than 15,000 merchants who count on our collective technology and services. We
are fully prepared, willing and have every intention to continue to support these mutual merchant relationships in accordance with the
agreements. We have not demanded a change to the terms of our partnership, dating years back, at any time although we believe it is
warranted considering how out of balance they are with current industry standards. I’m sure you would agree that demanding changes
to agreed upon terms is not consistent with a good partnership. We just don’t agree that you do not have change in control, based again
on our counsel’s opinion, case law, precedent M&A activity and documentation shared thus far… and we communicated that very plainly
to you.

Now, you mentioned threats and demands we have made… that is certainly interesting and likely in reference to the letter that was
provided to your team last Friday, which I reviewed before it was delivered. The letter highlighted a number of SLA violations that
are not new. I’m sure you recall the many go-lives we had to delay as a result of ongoing stability issues dating back many, many
months. For example, FDC Omaha was not reliable, and we had to convert some of our merchants to TSYS and Elavon platforms on
short notice, which as you can imagine is incredibly disruptive and labor intensive. We also communicated concerns that your batch
processing system was not PCI compliant. We were simply asking to be made whole for the SLA violations as you can appreciate,
but it looks like you interpreted this as a threat. I apologize if it was perceived this way, as again we value our personal relationships, but
we absolutely must look out for our mutual customers.

Lastly, you said you had no desire to litigate this matter. I would say this is really Fiserv’s decision but agree it makes no sense for
us to be adversaries when there are at least ~15,000 mutual customers to support. We have the utmost respect and appreciation for
the many talented, dedicated engineers and support staff at both CDC and FDC who have worked so well with our team to provide
best in class solutions, but it is clear there are differences of opinion at higher levels within the organizations that need to get ironed
out.

Yes, I am able to speak tomorrow morning. Please let me know what time works best.

Best,

Jared

From:        Jeff Shanahan
To:          Jared Isaacman
Cc:          Taylor Lavery; Kyle Unzicker; Michael Isaacman; Marc Rubner
Subject:     RE: CardConnect
Date:        Thursday, June 13, 2019 10:49:36 PM
Attachments: image001.png

Jared,

Thank you for your response. I am free at 9:30am EST if that works for you.

I think we can agree that we have different recollections of what was said, discussed and concluded. I disagree with your
recollection, and as you stated, you disagree with mine. However, in my email, I did re-state what was said, and now you've
agreed that you did in fact say "We are out." Let's not confuse the issues, you made the statement, not me. I will take you at your
word though that your intention was, and is, for Shift4 to separate itself from our Agreement, and that is exactly what I wanted to
confirm with you. Your counsel's opinion, while I respect it (and them), is just that - their OPINION. It has no impact or bearing on
our Agreement.

Regarding your alleged "SLA violations" - you are very well aware that those issues all stemmed from the outage last December.
An outage we worked day/night to restore as quickly as possible. We will be sharing complete documentation on this incident
shortly, and we very much look forward to that discussion.

Dial-in details for tomorrow are below. Thank you.

Jeff

From: Bradley J. Schram 
Sent: Monday, May 11, 2020 4:20 PM
To: 'Jeffrey S. Sloan'
Cc: 'Cameron Bready'; 'Adam L. Rosman'; Christopher Foskett; Kevin Carroll
Subject: FW: CardConnect - Breach of Contract

Jeff,

I am litigation counsel to Shift4 Payments, LLC. I understand that, in a telephone call this past Friday with
our client, you hung up the phone, which I understand was prompted by your unhappiness with the
positions being taken by Shift4 with respect to its agreement with your wholly owned subsidiary,
CardConnect, LLC.

I am attaching a letter that we prepared setting forth our position relative to breaches of contract by
CardConnect as well as failure to abide by the terms of the contract as it relates to a change of control
resulting from the assumption of control by Fiserv of CardConnect.

We continue to look for direction from you and your colleagues as to whether you intend to address and cure
the monetary damages you have caused our client through breaches of contract. In addition, we look for
direction as to whether there is going to be a recognition that Fiserv triggered the change of control provision
allowing Shift4 to invoke its rights and remedies resulting there from.

We are available to discuss this at your convenience.

Brad Schram

From:        [Redacted Name]
To:          [Redacted Distribution List]
Subject:     FW: CardConnect - Breach of Contract:  Shift4 Response
Date:        Tuesday, May 12, 2020 10:23:12 AM

All,

Attached is Shift4's formal response to our breach letter. Please let me know when everyone is available to discuss our response.

Thanks,
[Redacted]

-----Original Message-----
From: Bradley J. Schram [mailto:bjs@psampc.com]
Sent: Monday, May 11, 2020 4:20 PM
To: 'Jeffrey S. Sloan' <Jeffrey.Sloan@tsys.com>
Cc: 'Cameron Bready' <Cameron.Bready@tsys.com>; 'Adam L. Rosman' <Adam.Rosman@fiserv.com>; Christopher Foskett
<Christopher.Foskett@fiserv.com>; Kevin Carroll <Kevin.Carroll2@fiserv.com>
Subject: FW: CardConnect - Breach of Contract

Jeff,

I am litigation counsel to Shift4 Payments, LLC.  I understand that, in a telephone call this past Friday with
our client, you hung up the phone, which I understand was prompted by your unhappiness with the
positions being taken by Shift4 with respect to its agreement with your wholly owned subsidiary,
CardConnect, LLC.

I am attaching a letter that we prepared setting forth our position relative to breaches of contract by
CardConnect as well as failure to abide by the terms of the contract as it relates to a change of control
resulting from the assumption of control by Fiserv of CardConnect.

We continue to look for direction from you and your colleagues as to whether you intend to address and cure
the monetary damages you have caused our client through breaches of contract.  In addition, we look for
direction as to whether there is going to be a recognition that Fiserv triggered the change of control provision
allowing Shift4 to invoke its rights and remedies resulting there from.

We are available to discuss this at your convenience.

Brad Schram