From: Owen Depps
Sent: Wednesday, April 18, 2018 4:57 PM
To: Jared Isaacman
Subject: Re: Draft

I think the one thing that stands out is that this would void our pci agreement.

Sent from my iPhone

On Apr 18, 2018, at 1:21 PM, Jared Isaacman <jisaacman@shift4.com> wrote:
Thoughts?

Begin forwarded message:

From: "J. Isaacman" <jisaacman@shift4.com>
Date: April 18, 2018 at 9:44:36 AM PDT
To: "Daniel K. Isaacman" <disaacman@shift4.com>
Cc: "Taylor M. Isaacman" <tisaacman@shift4.com>
Subject: Draft

Daniel - First draft.
Jared Isaacman
Chief Executive Officer

CONFIDENTIAL

DRAFT AGREEMENT

This DRAFT Agreement (“Agreement”) is made and entered into as of this 18th day of
April, 2018, by and between Shift4 Payments, LLC, a Pennsylvania limited liability company,
having an address of 2202 N. Irving Street, Allentown, PA 18109 ("Shift4") on the one hand,
<image001.png>
and CardConnect, LLC, a Delaware limited liability company (together with its affiliates and
subsidiaries “CardConnect”), having an address of 1000 Continental Drive, Suite 300, King of
Prussia, PA, 19406, on the other hand.

RECITALS

WHEREAS, since 2014, the parties have had a mutual referral agreement in place;
and

WHEREAS, the parties have failed to perform in accordance with the requirements of
that referral agreement and various monetary obligations allegedly remain outstanding; and

WHEREAS, CardConnect, LLC is a wholly owned subsidiary of CardConnect Corp.
which is a wholly owned subsidiary of First Data Corporation (“First Data”) and would present
certain challenges to the present referral relationship that weren’t contemplated at the time the
agreement was entered into; and

WHEREAS, the respective, [REDACTED] leadership of Shift4 and First Data are in agreement
that the relationship cannot continue in its present form;

NOW, THEREFORE, in consideration of the mutual covenants and conditions set
forth herein, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending, to be legally bound, hereby agree as
follows:
AGREEMENT
1. Termination of Referral relationship. The parties agree that, the Referral Agreement
between Shift4 and CardConnect, dated July 1, 2014, as amended (the “2014 Referral
Agreement,”) is mutually terminated effective April 30, 2018.

2. [REDACTED]

3. Mutual Releases. In consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged:
   a. CardConnect, for and on behalf of itself and each of its present, former and
      future parents (including, without limitation, First Data and its private equity
      owners), subsidiaries, divisions, affiliates, officers, directors, employees,
      shareholders, members, managers, insurers, agents, representatives, attorneys and
      their respective predecessors, successors and assigns (collectively, the
      “CardConnect Releasors”), docs:

    i. Forever and fully release and discharge Shift4 (f/k/a Lighthouse
    Network, LLC f/k/a United Bank Card, Inc.) its, officers, directors,
    shareholders, vendors and each of its divisions, affiliates, agents,

From: Owen Depps
Sent: Wednesday, April 18, 2018 4:57 PM
To: Jared Isaacman
Subject: Re: Draft

representatives, attorneys, employees and their respective predecessors,
successors and assigns (collectively, the “Shift4 Releasees”), of and from any
and all manner of past, present and future claims, demands, actions, causes of
action, suits, damages, losses, expenses, compensation, liability or other relief of
any-kind, whether known or unknown,-suspected or unsuspected, in law or
equity, based on contract (including, without limitation, breach of contract), tort
(including, without limitation, intentional tort, negligence, or gross,
negligence),,statute, regulation, equity.or any other legal or equitable theory of
any kind whatsoever that the CardConnect Releasors or any of them, ever had,
now have or may hereinafter have against any of tile Shift4 Releasees, or any of
them, whether tile claims or potential claims arise out of, are based upon or
relate in any way, directly or indirectly; to the 2014 Referral Agreement to the
date hereof.

 b. Shift4 for and on behalf of the Shift4 Releasees does hereby:

     i. Forever and fully release, and discharge CardConnect and its parent,
     First Data, its, directors, employees, agents, representatives, and attorneys
     of and 'from any and all manner of past, present, and future claims,
     demands, actions, causes of action, suits, damages, losses, expenses,
     compensation, liability or other relief of any kind, -whether known or
     unknown, suspected or unsuspected, in law or, equity, based on contract
     (including, without limitation, breach of contract), tort (including, without
     limitation, intentional tort, negligence or gross negligence), statute,
     regulation, equity or any other legal or equitable theory of any kind
     whatsoever that tile Shift4 Releasees, or any of them, ever had, now have or
     may hereinafter have against CardConnect Releasors, whether the claims
     or potential claims arise out of, are based upon or relate in any way; directly
     or indirectly, to the 2014 Referral Agreement to the date hereof.

4. Confidentiality: The Parties acknowledge and agree that this Agreement, its terms
and conditions, and the amount and nature of the consideration described herein are
strictly confidential, and the Parties agree to keep such information confidential. The
Parties shall not, at any time, directly or indirectly, publish, or communicate to any
person or entity any confidential information except: (a) as may be required.by
applicable law or legal process; (b) to the extent necessary to enforce or.comply with this
Agreement; and/or (c) to the extent it has otherwise been made public without breach of
this Agreement.

5. Choice of Law and Venue. This Agreement shall be governed by and construed in
accordance with the laws of Pennsylvania without regard to conflict of laws principles.
Any dispute arising out of this Agreement which is unable to be resolved by the Parties
shall be exclusively, heard in, and the Parties hereto consent to exclusive jurisdiction and
venue in, the state and federal courts. in Pennsylvania, and the Parties hereby waive any

3

From: Owen Depps
Sent: Wednesday, April 18, 2018 4:57 PM
To: Jared Isaacman
Subject: Re: Draft

objection based on personal jurisdiction or venue.

6. Miscellaneous. This Agreement (a) constitutes the entire agreement of the Parties
relating to the subject matter hereof, and supersedes all prior agreements, arrangements,
negotiations or understandings between the Parties relating to this subject matter; (b) may
not be amended or modified except in writing signed by the Parties; (c) may be executed
in any number of counterparts, all of which taken together shall constitute one and the
same agreement; and (d) electronic, faxed or scanned copies of signature pages shall
constitute originals and such signature pages shall bind the signing party to the same
extent as an originally signed signature page.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.

SHIFT4 PAYMENTS, LLC

[SIGNATURE]
Jared Isaacman
Chief Executive Officer

CARDCONNECT, LLC

[SIGNATURE]
Name:
Title:

CardConnect, LLC v. Shift4 Payments, LLC
Exhibit List

(XX) - 775
Exhibit
Number  Defendants’ Exhibit
Number  Description
J – 108 Email between J. Isaacman
and D. Isaacman re: CardConnect
volume shortfall (Mar. 18, 2015)

K - 344 Email between J. Isaacman re:
Merchant Boarding Issues to
B. Abrams, et al., (Mar. 29,
2017)

L-135 Email between J. Isaacman and
R. Carr re: Shift4/CC meeting
(Aug. 30, 2017)

M - 181 Email between J. Isaacman and
O. Depps re: FMR LLC
Agreement (Aug. 11, 2016)

N Email between J. Isaacman and
B. Abrams re: Call (June 30,
2017)

O Email between J. Isaacman and
R. Carr re: CardConnect (Dec.
5, 2017)

P-210   Email between B. Abrams and J.
Isaacman re: Update (Aug. 10,
2017)

[REDACTED]

S   Email between R. Carr, et al.,
and J. Isaacman, et al., re:
Confidential Treatment Request
(Nov. 9, 2017)

T   Email between R. Carr and J.
Isaacman re: CardConnect –
Shift4 (Dec. 5, 2017)

U Email between J. Isaacman and
O. Depps re: Draft Agreement
(Apr. 18, 2018)

From: Ben Abrams 717-880-8082
To: Jared Isaacman
Date: Jul 16, 2017,9:36 PM
Re:

No, that's crazy. If we can't resolve the issues, they should buy us out, We sign like a 100 deals a month, at at least 50-100k a pop.

Sent from my Verizon, Samsung Galaxy smartphone

Original message --------
From: Jared Isaacman <jisaacman@shift4.com>
Date: 7/16/17 5:20 PM (GMT-05:00)
To: Ben Abrams <babrams@cardconnect.com>
Subject:

Are you comfortable enough if I said on the call. Hey, at this rate of decline we need to sever ties and you guys keep the 7mm. We can't be in a agreement witb no
volume commitments that only guarantee,s profit share should an account miraculously go live. It's too one sided.

Jared

Sent from my iPhone