From: J. Isaacman
Sent: Thursday, August 16, 2018 5:33 PM
To: [Redacted]
Cc: Mike Isaacman; Tally Mack; Randy Harp; Kyle
Bantley
Subject: Confidential - Project Bolt Term Sheet

[Redacted],

It was a pleasure connect ing with you today. I believe
there is a very unique opportunity for our organizations
t o work together.

As discussed, please see the attached draft Term Sheet.
This Term Sheet will expire within 7-days.

I look forward t o your feedback.

Best Regards,

Jared

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CONFIDENTIAL
NON-BINDING TERM SHEET
PROJECT BOLT
August 16, 2018
This non-binding term sheet (“Term Sheet”) summarizes the principal terms of a potential
transaction (the “Potential Transaction”) between [REDACTED] (“[REDACTED]” or the
“[REDACTED]”), and Shift4 Payments, LLC (together with its affiliates and subsidiaries “Shift4”).
This Term Sheet is intended solely as a basis for further discussion and is not intended to be and
does not constitute a legally binding obligation of the parties, except for the provisions of
Expenses, Confidentiality, Exclusivity, and Governing Law, which are and shall be binding on
the parties. No other legally binding obligations will be created, implied, or inferred until a
definitive agreement (“Definitive Agreement) relating to the Potential Transaction is executed
and delivered by all parties. Without limiting the generality of the foregoing, it is the parties’
intent that, until that event, no agreement shall exist among the parties and there shall be no
obligations whatsoever based on such things as parol evidence, extended negotiations, “hand
shake” agreements, or course of conduct. The Potential Transaction will also be subject to the
satisfactory completion of due diligence and such other conditions as are customary for
transactions of this nature.
Company Overview: [REDACTED]
Acquiror: Shift4 Payments, LLC.
Transaction [REDACTED]
Structure:
Type of
Consideration:
Cash, of which $2.5 million shall be payable at Closing,
subject to adjustment as described below, and $2.5 million
shall be held in an interest-bearing escrow account to be
administered jointly by the parties, with such fees, costs and
expenses to be shared equally by the parties, and such
amount (including all interest earned thereon) to be
disbursed to [REDACTED] no later than the two (2) year
anniversary of the Closing; provided that, if on such date,
there are outstanding unresolved indemnification claims by
Shift4 pending pursuant to the Definitive Agreement, then
such amount, or such portion thereof, reasonably and in good
faith estimated by Shift4 to satisfy in full such claims, shall
continue to be held in escrow until such time as all such
claims have been finally and fully, mutually resolved.
Working Capital [REDACTED] will deliver the Business at Closing with the
amount of Working Capital mutually agreed upon by the
parties. The Closing cash payment will adjusted upward or
downward to the extent that the actual amount of Working
Capital at the Closing is greater than or less than,
respectively, such mutually agreed upon amount of Working
Capital.
“Working Capital” shall equal current assets (excluding cash,
cash equivalents, and any deferred tax assets) minus current
liabilities (excluding deferred revenue and any deferred tax
liabilities).
Closing Conditions
Shift4 will enter into mutually agreeable employment terms
with certain continuing key employees;
The representations, warranties, and covenants set forth in the
Definitive Agreement will be true and correct as of the
Closing Date;
The Potential Transaction will be conditioned on Shift4’s
satisfaction with its due diligence investigation of the
Business, which due diligence Shift4 expects to conduct
expeditiously;
Receipt by Shift4 of a quality of earnings report with respect
to the Business from Shift4’s financial advisors;
Each party’s board approval of the Definitive Agreement on
terms satisfactory to such party;
Receipt of any required third a regulatory approvals;
No material adverse change in the Business; and
Other conditions customary for transactions of this type,
including the negotiation, finalization, and execution of the
Definitive Agreement and any other agreements or documents
that Shift4’s counsel may deem reasonably necessary or
appropriate.
Transaction [REDACTED]
Expenses Each party to this Term Sheet will be responsible for and
bear all of its own costs and expenses (including any broker’s
or finder’s fees) incurred in connection with the Potential
Transaction.
Confidentiality The existence and terms of this Term Sheet and the existence
and terms of the Potential Transaction are confidential
information and shall not be disclosed or revealed to anyone
other than the officers, directors, employees, and legal,
financial and other outside advisors of the parties, except as
required by law.
Exclusivity In consideration of the time, expense and effort that Shift4 and
its representatives will expend in evaluating the Potential
Transaction and conducting due diligence, [REDACTED]
will negotiate exclusively with Shift4 with respect to the
Potential Transaction until the earliest to occur of: (i)
execution of the Definitive Agreement; (ii) 11:59 p.m.
Eastern Time on August 23rd, 2018 (the "Initial Exclusivity
Period”); or (iii) such date that Shift4 provides written notice
to [REDACTED] that it no longer desires to pursue the
Potential Transaction. [REDACTED] agrees to immediately
notify Shift4 if it receives a proposal or inquiry relating to
any [REDACTED].

Governing Law This Term Sheet will be governed by and construed in
accordance with the laws of the State of Delaware, without
regard to the principles of conflicts of law.
[REDACTED]

SHIFT4 PAYMENTS, LLC

By: [Redacted]
Name: [Redacted]
Title: [Redacted]

By: J. Isaacman
Name: J. Isaacman
Title: CEO, Shift4 Payments, LLC

[Redacted image of text messages, *partially* readable]

It appears to be a conversation between Taylor Lavery and Jared Isaacman, concerning customer issues
[Redacted ]
It continues from there. They are.
They aren't
[Redacted.
And I can't
They say.
I can't seem to get ahold of
[Redacted]
I am not having much luck either.

I messaged [Redacted]. No answer.
Call me.

[Redacted image of Text messages *Readable*]
Jared Isaacman
[Redacted] called me this am.

He said he had a conversation with
[Redacted] and isn't happy.
That bridge is burned...

I would not communicate with
him anymore or do anything to
help on gateway conversions.

They are not our partner.
SEP 27, 2019, 10:31 AM

Good to know.

[Redacted image of Text messages Partially truth. *Readable*]
Jared Isaacman
Got it. Thanks for details Jared.
You got it
SEP 27, 2019, 10:37 AM

I still can't believe that.

1. We have done everything
possible to help them and.
[Redacted]

2. Their tech sucks.
3. [Redacted] is such a loser.
SEP 27, 2019, 10:41 AM

Number 3 sticks out for me the most.

IKR

[Redacted image of text messages]
Jared Isaacman
I am sure there is lots of good
stuff on those emails with
[Redacted] too
SEP 27, 2019, 10:41 AM
We have to pull the plug on gateway
migrations to them.
Do not answer their questions or
help.

I do not want them getting any value
from lighthouse.
SEP 27, 2019, 10:42 AM
Roger that!
SEP 27, 2019, 10:43 AM

[Redacted image of text message, continuation of chain]
Jared Isaacman

This is a bummer on many levels.

I just can't see how they can
move forward as a company
without the gateway.

And those [Redacted] clowns
will never figure out how to
take it over.

Not a chance in the world

It's the hardest part of our whole
platform

Can you imagine if our gateway
team quite to go work there?

*quit*
SEP 27, 2019, 10:47 AM

[Redacted image of text messages]
Jared Isaacman
That would be amazing!
But then we have no way to.

migrate merchants without their help

I don't think it's likely but.

If it happened it happened

I have zero interest in being.

remotely associated with
[Redacted]
SEP 27, 2019, 10:49 AM

This all images of data tables for transactions.

This is the continuing conversation from the messages.
Jared Isaacman
I think there is a lot more fallout to
come for them.

I think.
[Redacted]
was probably told by the board.

to find a solution to the gateway
issue.

That could mean acquire us.
[Redacted]
Or build.

He chose build.
[Redacted]
Bad move
SEP 28, 2019, 9:24 AM

Agreed

I never thought he was that
bright.

I'm shocked he has lasted this
long.

I just have zero respect for the guy Jared
Isaacman.
Hes a mealy mouth.

If you ever met him it's clear
he's a light weight.

He has an MBA from some.

garbage school.
SEP 28, 2019, 9:28 AM