From: J. R. Isaac <jrisaac@shift4.com>
Sent: Tuesday, June 16, 2020 4:16 PM
To: Jared Isaacman <jisaacman@shift4.com>
Cc: Michael Isaacman <misaacman@shift4.com>
Subject: Project Blue Book Options

Jared - see attached.

I have highlighted the most critical items in yellow. The main differences between the two options relate to risk mitigation. The numbers in
both options already include an offset for revenue share from the TSYS equipment program. This is calculated to be around $6-7M per year,
and is calculated off of *all* terminals sold, not on a marginal basis above an assumed baseline. This could provide upside if things go very
well.

As you know, the current agreement allows for a "review" in January 2022 if we don't achieve certain volume targets with FD by that date.
However, this is a review and does not automatically mean that we can move volume if FD won't allow it. We've included language in the
term sheet that requires FD to allow such a move of up to 50% of volume if they cannot provide market competitive pricing at that }me, as
determined by an independent third party.

Option 1 is simpler in that it includes the minimum $15M payment in each of the three years covered. Option 2 has a built in floor of either
15% of North volume (net of interchange and assessments) or $15M, whichever is *greater*. This provides us with a little downside protection
in the event that there is an unexpected drop in North volume over the coming few years.

We are confident about achieving either of these targets presented, but have lower risk with Option 2 overall.

JRI

From: J. R. Isaac <jrisaac@shift4.com>
Sent: Wednesday, June 17, 2020 11:48 AM
To: Jared Isaacman <jisaacman@shift4.com>
Cc: Michael Isaacman <misaacman@shift4.com>
Subject: FW: FD Term Sheet

Here is what Taylor sent 11:37 AM
JRI

From: Taylor Lavery <tlavery@shift4.com>
Sent: Wednesday, June 17, 2020 11:37 AM
To: J. R. Isaac <jrisaac@shift4.com>
Subject: FD Term Sheet

J.R.,

Attached is the updated version of the FD Term Sheet incorporating the language on page 3 that we discussed with First Data. Let me
know if you have any questions.

Thanks,

Taylor Lavery
SVP & General Counsel

From: Jared Isaacman
Sent: Monday, June 29, 2020 7:27 PM
To: J. R. Isaac
Cc: Michael Isaacman
Subject: Re: Project Blue Book

Yep. All good

Sent from my iPhone

On Jun 29, 2020, at 7:05 PM, J. R. Isaac <jrisaac@shift4.com> wrote:

Jared - just to confirm, the changes discussed on the phone today are incorporated within.

Are you good with this version?
JRI

From: J. R. Isaac
Sent: Monday, June 29, 2020 4:34 PM
To: Jared Isaacman <jisaacman@shift4.com>
Cc: Michael Isaacman <misaacman@shift4.com>
Subject: Project Blue Book

See attached.

Messages
Jared Isaacman
Yesterday 5:41 PM
*image of text messages*

October 7
So if your mother in law purchased equipment
through talech no one is making money on equipment
sales... not elavon, not us ... we are not doing a rev
share with elavon on talech equipment...
the terminal program is supposed to be big economics
for us at scale...
just want to make sure everyone is aware of it...

Understood. Will run it down to make sure
we understand the implications.

Yeah. I guess the bigger
point is we shouldn't run
away from the terminal
program income. It's
important to reaching echo.
Talech is a little unique

Yesterday 12:44 PM
Got it. Completely agree.

*End of Page 1 of Exhibit*

Messages
Jared Isaacman
Yesterday 5:39 PM
*image of text messages*

October 15
We also have to talk about
the cash incentives for
portfolio value 10/15 and
12/15.
And how we are doing
there..
It will be very very
material soon

Will do.

Let me know when would
be a good time.

*End of Page 2 of Exhibit*

Messages
Jared Isaacman
Yesterday 5:41 PM
*image of text messages*
October 22

Can you and I meet with
Mike laccarino in person 11/6
in NYC
We have to come up with a
strategy to get an extension
with first data
He has not done a good job

I probably can, but that might
be tricky because it is
immediately following the
election and the COVID risk
will probably spike pretty bad
around that time.

I can on 11/5 or 11/9
Mike will come to allentown
too

Ok. Let's plan on 11/9 in
Allentown.
*End of Page 3 of Exhibit*

Messages
Jared Isaacman
5:42 PM
*image of text messages*

November 5
Did you make sure all the
data center invoices were
paid?
Yep. Should be good.
I know you also wanted me
to double check on the $15k
CapEx item for this month.
Still working on that.

Ok. Good. I have an audit
committee call in an hour.
Just want to make sure we
were good in case it comes
up in relation to
acquisitions.
It should be good. It was
marked paid as of Monday.

*End of Page 4 of Exhibit*

Messages
Jared Isaacman
5:42 PM
*image of text messages.*
November 6
How did the first data
meeting go?

We didn't really talk about
the extension. I think we are
waiting until after you talk to
Frank.
He was positive on the
quarter. We are on track for
the $10M this year. He had
flattering things to say about
Shift4.

Ok. We can't assume we will
get anything at all from frank.
Echo is going to be all about
us going direct or cutting a
deal with global or someone
else.
We can't get comfortable
with the $10M and assume
anything more
Frank is an extreme
negotiator

Understood.

*End of Page 5 of Exhibit*

Messages
Jared Isaacman
5:42 PM
*image of text messages.*

November 12

This is why first data has to
go
And echo becomes a reality

https://www.pymnts.com/
news/acquiring/2020/
fiserv-q3-earnings-
merchant-acceptance-
revenues-rise/

Yeah. I saw that. Their
merchant business is killing
it.
We should have been killing it
right along with them

*End of Page 6 of Exhibit*

*   file name, extension, size: 187-2, pdf, 94 KB
*   **Docket Entry:** 187-2
*   Title:* Exhibit 2 - Text Messages Between J. Isaacman and Andreoli 11.17.20
*Content:* Text of Document 187-2

Messages
Jared Isaacman
11:16 AM
*image of text messages*
November 17

We are going to have a big
shortage of terminals at the
beginning of Dec. So we have
to slow down all terminal
sales for ISOS until we are
comfortable. We can still take
orders to backlog for January.
I will explain more on our call
today but we placed a big
order and it's delayed getting
to us

Ok. Good to know.

This also probably creates
issues with echo as we will
show FD terminals can make
us a lot of money. It will
become part of the next
negotiation with them.

It shouldn't. FD knows that
there is a terminal rev share
component to their economics
already since almost everything
we do goes through them
anyway.
*End of page 1 of Exhibit*

Messages
Jared Isaacman
Yesterday 1:57 PM
*image of text messages*

March 15
How are we looking to get
the CardConnect
transaction closed?

We have a conference call
tomorrow morning with
outside counsel to discuss
open items and path to close.

Okay - are we still pushing?

Yes, very few open items
remain

Are you sure?

Yes
The last two open items that
required some discussion
were the pro forma EBITDA
adjustments (we have already
agreed to most of these) and
closing net working capital
(we have agreed to go with
the middle of their range at
$9m)
*End of Page 1 of Exhibit*

Messages
Jared Isaacman
Yesterday 1:57 PM
*image of text messages*

What is the purchase price
again?

$464.1m not including
transaction expenses
($13.5m) and before any
adjustments for working
capital (we would get the
benefit from any amount over
$9m)

Ok. Just keep pushing please
It impacts so much

Will do
*End of Page 2 of Exhibit*

Messages Jared Isaacman
Yesterday 5:51 PM
*image of text messages*

Any concern that the federal
reserve could mess with
interest rates or interchange
rates because of Corona?
Haven't heard anything like
that yet, but I will ask Brad.

Ok. I have an audit
committee meeting
tomorrow so it will likely
come up.

I wouldn't think so. If anything,
I would expect them to
encourage electronic
payments as a way to reduce
human interaction so
shouldn't be looking to
reduce interchange in the near
term.
*End of Page 1 of Exhibit*
Messages Jared Isaacman
Yesterday 5:51 PM
*image of text messages.*
March 12

How many billions in
merchant acquiring volume
did we do in January and
February
About $2.5B each month.

Ok. We are going to have to
do a lot of contingency
planning for Corona.

I agree.

Assume a 50% drop in
volume for 90 days and 25%
for 90 days after that.
*End of Page 2 of Exhibit.