From: J. Isaacman
Sent: Friday, August 2, 2019 4:44 PM
To: Taylor Lavery
Subject: Re:

I'm happy to jump on a call.

There is really just one question that needs to be answered. Is Shift4 going to honor our agreement?

It's a very simple agreement.

Shift4 can acquire customers directly in any way that they want or indirectly through agents,
ISOs, ISVs, etc.

Shift4 cannot use resellers or partners that compete with CardConnect... which per the
agreement is "any entity that is also engaged in merchant acquiring and transaction
processing and that utilizes independent sales agents, ISO's, and/or referral partners - just
as CardConnect (Fiserv) does today."

If Shift4 abides by that, then it is free to do whatever it wants, This includes building ISV
relationships as we always encouraged.

If Shift4 wants to compete for business with companies that compete with CardConnect,
that is a change in control and we should have the first right to buy Shift4.

I really don't see the ambiguity and would appreciate a straight answer to a straight
question.

Thanks

Jared

Sent from my iPhone

On Aug 2, 2019, at 12:19 PM, Taylor Lavery <tlavery@shift4.com> wrote:

Jared - Per your request, I have explore internally. It seem that there are many
different facets / questions included within your email. Because of this we would
like to set up time to discuss live. Please let me know when would be a good time
to connect?

Thank you

Taylor Lavery
SVP, Strategic Partnerships
Shift4 Payments

On Thu, Aug 1, 2019 at 7:04 PM J. Isaacman <jisaacman@gmail.com> wrote:

Taylor,

    As I mentioned when we spoke, there was a modest amount of
communications last week along the lines of the attached. While I
appreciate my relationship with you, I also appreciate that there is some
urgency considering the first contact stated our agreement was now 'moot'.
So, it seems we need to clear up our rights before considering any others.

    Our agreement has a very simple restriction that Shift4 may not solicit or
accept merchant business that originates from reseller/partners "engaged in
merchant acquiring or transaction processing and that utilizes independent
sales agents, ISO's and/or referral partners" - just as CC/Fiserv does.

    This restriction obviously wouldn't apply to Shift4's direct business,
VARs, ISVs, etc. It would include companies like Harbortouch and
FuturePOS that engage in the same competitive activities that CC/Fiserv
does.

    It would be helpful to have a courtesy heads up as to whether this
agreement will be honored. Section 7.3 applies to doing business with
companies like this. Please let me know.

Thanks
Jared

From: J. Isaacman
Sent: Wednesday, July 24, 2019 6:47 PM
To: Taylor Lavery
Cc: Mike Sommers
Subject:

Taylor,

   I was surprised at some feedback that surfaced in the last 48 hours. I've
attached some of it. As you know, we don't manage the reseller activities at
Shift4, but our agreement does prohibit doing business with companies that
compete with us. Specifically, "any entity that is also engaged in merchant,
acquiring and transaction processing and that utilizes independent sales agents,
ISO's, and/or referral partners - just as CardConnect (Fiserv) does today."

   I recognize much of the attached pre-dates my communication with you
regarding Future POS, but one email indicates that our agreement is effectively,
'moot' as of our acquisition, which is absolutely not the case.

   It would be helpful to understand Shift4's position here.

Thanks
Jared

Begin forwarded message:

From: "Mike [Redacted]"
Date: July 23, 2019 at 3:22:09 PM EDT
To: "[Redacted]"
Subject: Re: Future POS
Mike, Spoke with [Redacted] . He said that at this point the
agreement with Card Connect is essentially moot. So that is no
longer a concern. [Redacted]

On Jul 23, 2019, at 2:17 PM, Mike [Redacted]
wrote:

I will follow up with Shift 4 and report back today.

Mike [Redacted]
Regional Sales Manager- East
Future POS, Inc.
www.futurepos.com

From: J. Isaacman <jisaacman@gmail.com>
Date: August 5, 2019 at 9:38:15 PM EDT
To: Taylor Lavery <tlavery@shift4.com>
Subject: Re:

I'm sending at night because I'm frustrated this hasn't been put to bed
yet. I'm at the beach.

As I said, there is really just one question. Does shift4 intend to
honor our agreement prohibiting the solicitation and acceptance of
merchants from companies, like Future POS, that compete with
CardConnect (Fiserv)?

If the answer is yes, then this is simple.

If the answer is no, then you are forcing a conclusion.

I'm not looking for ways to screw up a good relationship. I don't see
the ambiguity. Just need the courtesy of A or B because a lot of
companies are reaching out to us.

Thanks
Jared

From: Taylor Lavery <tlavery@shift4.com>
Date: August 6, 2019 at 10:23:11 PM EDT
To: J. Isaacman <jisaacman@gmail.com>
Subject: Re:

Jared -

I am sorry you are frustrated. We are not trying to create a situation
either. The agreement is less clear than you are making it out to be,
as terms like Reseller and compete are not defined and support
multiple interpretations.

As such, my legal team has advised me to better understand any all
concerns that CardConnect may have from a partnership
perspective. Additionally, as we discussed, I am trying to work to
facilitate an environment where we add strategic value to
CardConnect and ultimately you.

Given both teams are taking time to review, may I request that we
reconnect at the end of next week?

Thank

From: J. Isaacman
Sent: Wednesday, August 7, 2019 9:01 AM
To: Taylor Lavery
Subject: Re:

Taylor,

   I don't think it's that hard. Compete is defined in the agreement. See
the attached.

   Reseller isn't defined because it can take many forms such as
independent sales agents, ISO's, or referral partners. Again, I don't see
this as an overly complicated matter.

Thanks
Jared

From: J. Isaacman
Sent: Wednesday, August 21, 2019 8:58 AM
To: Taylor Lavery
Subject:

Taylor

      I left a message for Nate and followed up with an email to Sam
regarding outstanding commissions that are now 30-60 days overdue.

      As I mentioned to you weeks ago, Shift4 is soliciting and accepting
business from companies that compete with CardConnect (Fiserv). Per our
agreement, this is not permitted. The agreement is incredibly simple.
Shift4 cannot solicit or accept business from companies that compete with
CardConnect or CardConnect can terminate and receive a payment of ~$25
million. There is no ambiguity here.

      I've received many inbounds as I'm sure you have. It ranges from
straightforward ISOs to ISVs to VARs that absolutely behave like ISOs
although may describe themselves in another way. All are effectively ISOs
that would fall into the agreement simply as "entities that also engage in
merchant acquiring and transaction processing and utilize independent
sales agents, ISOs, and/or referral partners - just as CardConnect (Fiserv)
does."

        In order to try to remedy before exercising termination, l'd like a list of
all Shift4 resellers *by Friday*.

    Thanks
    Jared

From: Taylor Lavery
Date: August 21, 2019 at 11:51:00 AM EDT
To: J. Isaacman
Subject: Re:

Per your voice mail to Sam, will get you paid ASAP

In terms of your request for a customer list - that is confidential and
proprietary information and we will need legal guidance before taking any
next steps.

From: J. Isaacman
Sent: Wednesday, August 21, 2019 12:40 PM
To: Taylor Lavery
Subject: Re:

Taylor,

    I didn't request a customer list, I requested Shift4's reseller list, which
would include companies like Future POS that compete with CardConnect.
It's not confidential or proprietary.

Thanks
Jared

On Aug 21, 2019, at 12:58 PM, Taylor Lavery <tlavery@shift4.com> wrote:

Regardless of what it is called, it contains our customer's names and we
are viewing it as confidential/proprietary.

Slide Title: **Overcoming Objections**

*   Handout – Objection Handling Worksheet

(Image of worksheet with columns labeled "Objection", "Why Customer is Saying This", "Response", and "Result")
Page 7

---

Slide Title: **Specific Objections – Pricing**

*   I have a friend in the business
*   You guys seem more expensive, it's just a couple of pennies (basis points) – that's not that big of a deal
*   We decided to stay with our current processor
*   Customer wants to think about it, shop, etc.
*   They were sold by a big bank with big marketing
*   I receive gifts from my current processor

Page 8
---

Slide Title: **Specific Objections – Non-Pricing**

*   It sounds too good to be true
*   I don’t want to switch / sign paperwork
*   The timing isn’t right
*   I'm happy with who I have
*   How is this free? / What's the catch?
*   I don’t like dealing with a big company

Page 9

---
Slide Title: ***Initiation Trauma***

*   I get it...change is tough. The good news is we do
    95% of the work. The other 5% is simply signing
    where I highlighted in yellow and providing a voided
    check. All of your customers will be
    migrated over by us and we can initiate the install
    process at any point. We have next day, 2 day and
    Even 5 day Installs available. Does any particular
    Day work better?

Page 10
---

Slide Title: **Overcoming Objections – Part II**

*   Handout – Objection Handling Worksheet

(Image of same worksheet as before)
Page 11