From: J. R. ALLEN
Sent: 8/14/2019 9:24:44 PM
To: 'rkrietzman@fintechtris.com'
Cc: Taylor Lavery; Nate Hirshberg; Michael Keresman; Daniel
M Minkowitz
Subject: RE: Shift4/CardConnect - Update

Thanks, Randy.  Very disappointing.

J.R.

From: rkrietzman@fintechtris.com <rkrietzman@fintechtris.com>
Sent: Wednesday, August 14, 2019 6:21 PM
To: J. R. ALLEN <j.r.allen@shift4.com>
Cc: Taylor Lavery <tlavery@first-american.com>; Nate Hirshberg
<nhirshberg@first-american.com>; Michael Keresman
<mkeresman@first-american.com>; Daniel M Minkowitz
<dminkowitz@first-american.com>
Subject: Shift4/CardConnect - Update

J.R. -

We have completed our work in connection with the Shift4/CardConnect reconciliation of
the active customer base for the period from close through July 31, 2019, which identified
total attrition of approximately $675,000 in recurring monthly revenue.  In accordance with
our retention agreement, we have prepared two schedules: Schedule 1 identifies the
customer accounts that did not meet the definition of an active customer at close in
accordance with section 1.1 of the merger agreement (the "Inactive Accounts Schedule");
and Schedule 2 identifies the customer accounts that cancelled or otherwise terminated
processing services subsequent to the closing date (the "Cancelled Accounts Schedule").
Inactive Accounts Schedule:
The Inactive Accounts Schedule identifies 25 customer accounts that we have concluded
did not meet the requirements to be considered an active and valid merchant account, as
defined in section 1.1 of the merger agreement, at June 5, 2017 (the "Closing Date").
These may include accounts where the merchant was identified to be out of business or
not processing in the reconciliation process. The aggregate net revenue associated with
these accounts is approximately $54,000 of recurring net revenue per month.

Cancelled Accounts Schedule:
The Cancelled Accounts Schedule identifies customer accounts that were processing at the
Closing Date and cancelled or otherwise terminated processing services subsequent to the
Closing Date and have not represented to be open and processing by July 31, 2019.
These may include accounts where the merchant was identified to be out of business or
not processing in the reconciliation process. The aggregate net revenue associated with
these accounts is approximately $621,000 of recurring net revenue per month.
Total Combined Revenue:
Based on the above procedures, it is our view that the customer base acquired had
approximately $675,000 per month less recurring net revenue than projected. This is
comprised of approximately $54,000 per month of recurring revenue from accounts
reflected as valid, but not meeting agreement criteria, and $621,000 from cancelled or
otherwise terminated accounts.

Next Steps Confirmation:
We have included a "Next Step Confirmation" column in our delivered reconciliation file to
highlight specific accounts where you may want us to follow up. We have identified five
customer accounts (highlighted in yellow within the detail) that you may want our team to
perform additional procedures

I have provided detail on the files, please advise on next steps and any addition questions.

Thanks

Randy Krietzman
Managing Director
FinTech Transaction and Integration Services, LLC
917-519-7931

Exhibit 47: Text Message Exchange 1

Nate
Yesterday
8/14/19, 5:13 PM

Randy finished the report early

And there is a problem.

They had $675k in customer
attrition as part of their acquisition
of Shift4.

5:13 PM

Looks like they somehow didn't
know about it.
5:13 PM

We will see
5:14 PM

8/14/19, 5:13 PM

I'm sure they knew, just hoped we
would not find it.
5:14 PM

Jared is not going to love this
5:14 PM

He will have a cow.

8/14/19, 5:14 PM

Exhibit 47: Text Message Exchange 2
Taylor Lavery
You
8/14/19, 5:28 PM

So I think Fintech is almost done
with first run at Shift4 attrition. Can
we get it tonight?
5:28 PM

Yup
5:37 PM

8/14/19, 5:37 PM

I am going to have Randy call JR and
walk thru
5:37 PM

So be prepared to jump on the
phone
5:37 PM
Sounds good
5:57 PM
8/14/19, 5:57 PM
I think we all jump on w Randy
5:58 PM
8/14/19, 5:58 PM

Exhibit 47: Text Message Exchange 3
Mike K
8/14/19, 6:29 PM
You

Hey, how did call go?
6:29 PM

Not great as you can imagine
6:45 PM

8/14/19, 6:45 PM

Jared accused us of making it up
and colluding with Fintech
6:46 PM

8/14/19, 6:46 PM

Exhibit 47: Text Message Exchange 4

Daniel M
You
8/14/19, 7:20 PM

Any fallout yet?
7:20 PM

Haven't talked to Jared yet
7:21 PM

8/14/19, 7:21 PM

He is pissed at Randy
7:21 PM

8/14/19, 7:21 PM

Exhibit 47: Text Message Exchange 5, page2

Nate
Yesterday

I really don't care what they say-
Frankly Jared going nuclear on the
call was pretty unprofessional 9:03 PM

I think Daniel needs to call jared an…
[rest of the text is cut-off]

From:J. R. Allen
Sent:8/15/2019 7:14:24 PM
To:Taylor Lavery
Cc:Nate Hirshberg; Michael Keresman; Daniel M Minkowitz
Subject:RE: Shift4/ Card Connect -Update

Absolutely. It’s just very suspicious timing, don’t you think? I mean, you
guys are responsible for helping us integrate and run the business, which
requires a level of independence. Instead, we get a report from a third
party at the last possible minute. Very strange.

Anyway, no use crying over spilled milk. Randy needs to send over the
details ASAP, so we can review. If it’s legit, it’s legit. But, I stand by my
comments that it appears everyone was working together to screw us
over.

J.R.

From: Taylor Lavery <tlavery@first-american.com>
Sent: Thursday, August 15, 2019 4:09 PM
To: J. R. ALLEN <j.r.allen@shift4.com>
Cc: Nate Hirshberg <nhirshberg@first-american.com>; Michael Keresman
<mkeresman@first-american.com>; Daniel M Minkowitz
<dminkowitz@first-american.com>
Subject: Re: Shift4/ Card Connect -Update

J.R.,

I understand the timing is not great for any of us, especially you.
With that, I do lakes exception to your statement about anyone
working together. I can assure you that is not the case, we worked
with Fintech on the analysis, reviewed the retention agreement and
provided our analysis. It only makes sense for Fintech to be the
messenger.

Sent from my iPhone

On Aug 15, 2019, at 3:47 PM, J. R. ALLEN <j.r.allen@shift4.com> wrote:

Taylor,

I appreciate the offer, but I'd prefer to handle internally at this
point versus spend more money on "outside consultants." In my
opinion, it appears all of you were working together versus acting
independently. Very disappointing.

Moving forward, please send over the detailed infom1ation that
supports your findings ASAP, so we can verify.

Thanks,

J.R.

From: Taylor Lavery <tlavery@first-american.com>
Sent: Thursday, August 15, 2019 3:40 PM
To: J. R. ALLEN <j.r.allen@shift4.com>
Cc: Nate Hirshberg <nhirshberg@first-american.com>; Michael
Keresman <mkeresman@first-american.com>; Daniel M Minkowitz
<dminkowitz@first-american.com>
Subject: Re: Shift4/ Card Connect -Update

J.R.,

We don't do work one way or the other to be favorable. We cam
perform our own analysis if that makes more sense at this point?

Sent from my iPhone

On Aug 15, 2019, at 2:49 PM, J. R. ALLEN <j.r.allen@shift4.com>
wrote:

Understood and appreciate the explanation. I'll certainly plan to
appeal. For starters, fintech companies weren't even included in
the infon1ation you provided. That, coupled with all of your other
errors, leads me to believe your numbers are way overstated.
I understand the concept, which is why we hired all ofyou to
independently perform a function. Instead, it feels like everyone
has been working together to conduct the analysis in a way that is
most favorable to the sellers.

Hopefully, the appeal will be successful in identifying the real
infon11ation.

Thanks,

JR.

From: rkrietzman@fintechtris.com
<rkrietzman@fintechtris.com>
Sent: Thursday, August 15, 2019 2:42 PM
To: J. R. ALLEN <j.r.allen@shift4.com>
Cc: Taylor Lavery <tlavery@first-american.com>; Nate
Hirshberg <nhirshberg@first-american.com>; Michael
Keresman <mkeresman@first-american.com>; Daniel M
Minkowitz <dminkowitz@first-american.com>
Subject: RE: Shift4/CardConnect - Update

J.R.

I appreciate the opportunity to speak with you. I understand it
wasn't the best news and certainly not the most convenient
timing. It is our job is to perfom1 the agreed-upon procedures
in an objective and professional manner. I stand behind the work
of my tean1. We tried our best to keep the CardConnect
tean1 updated on the progress of our procedures, and
answered any questions that came to light. Again, Section 5.5
of the agreement contemplates an appeal process.

With regard to the definition of recurring revenue. The tem,
was specifically defined at your request during the negotiation
process. The language was changed from projected net
revenue to recurring net revenue.

I'd be happy to set up a call to answer any question or discuss
any other concems.

Thanks.

Randy

From: J. R. ALLEN <j.r.allen@shift4.com>
Sent: Thursday, August 15, 2019 9:36 AM
To: rkrietzman@fintechtris.com
Cc: Taylor Lavery <tlavery@first-american.com>; Nate
Hirshberg <nhirshberg@first-american.com>; Michael
Keresman <mkeresman@first-american.com>; Daniel M
Minkowitz <dminkowitz@first-american.com>
Subject: RE: Shift4/CardConnect - Update

Randy,

This entire situation has been handled atrociously. After our call,
I did some research online and realized you specialize in
assisting selling companies. Makes me wonder ifyour analysis
was truly unbiased. In addition, the agreement defines
"revenue" completely different than you do in your email.

In my opinion, you and the CardConnect team intentionally
inflated the numbers to complete the transaction, and you have
now exaggerated the losses in an attempt to conceal your
fraudulent behavior.

I have absolutely no interest in speaking with you ever again.

J.R.

From: rkrietzman@fintechtris.com
<rkrietzman@fintechtris.com>
Sent: Wednesday, August 14, 2019 6:21 PM
To: J. R. ALLEN <j.r.allen@shift4.com>
Cc: Taylor Lavery <tlavery@first-american.com>; Nate
Hirshberg <nhirshberg@first-american.com>; Michael
Keresman <mkeresman@first-american.com>; Daniel M
Minkowitz <dminkowitz@first-american.com>
Subject: Shift4/CardConnect - Update

J.R. -

We have completed our work in connection with the
Shift4/CardConnect reconciliation of the active customer base
for the period from close through July 31, 2019, which
identified total attrition of approximately $675,000 in
recurring monthly revenue. In accordance with our retention
agreement, we have prepared two schedules: Schedule 1
identifies the customer accounts that did not meet the definition
of an active customer at close in accordance with section 1.1 of
the merger agreement (the "Inactive Accounts Schedule"); and
Schedule 2 identifies the customer accounts that cancelled or
otherwise terminated processing services subsequent to the
closing date (the "Cancelled Accounts Schedule").

Inactive Accounts Schedule:
The Inactive Accounts Schedule identifies 25 customer
accounts that we have concluded did not meet the requirements
to be considered an active and valid merchant account, as
defined in section 1.1 of the merger agreement, at June 5, 2017
(the "Closing Date"). These may include accounts where the
merchant was identified to be out of business or not processing
in the reconciliation process. The aggregate net revenue
associated with these accounts is approximately $54,000 of
recurring net revenue per month.

Cancelled Accounts Schedule:
The Cancelled Accounts Schedule identifies customer accounts
that were processing at the Closing Date and cancelled or
otherwise terminated processing services subsequent to the
Closing Date and have not represented to be open and
processing by July 31, 2019. These may include accounts
where the merchant was identified to be out of business or not
processing in the reconciliation process. The aggregate net
revenue associated with these accounts is approximately
$621,000 of recurring net revenue per month.

Total Combined Revenue:
Based on the above procedures, it is our view that the customer
base acquired had approximately $675,000 per month less
recurring net revenue than projected.  This is comprised of
approximately $54,000 per month of recurring revenue from
accounts reflected as valid, but not meeting agreement criteria,
and $621,000 from cancelled or otherwise terminated accounts.

Next Steps Confirmation:
We have included a "Next Step Confirmation" column in our
delivered reconciliation file to highlight specific accounts where
you may want us to follow up. We have identified five customer
accounts (highlighted in yellow within the detail) that you may
want our team to perform additional procedures

I have provided detail on the files, please advise on next steps and
any addition questions.

Thanks

Randy Krietzman
Managing Director
FinTech Transaction and Integration Services, LLC
917-519-7931