From: J.D. Oder II
Sent: Monday, November 2, 2020 8:54 AM
To: Jared Isaacman <jisaacman@shift4.com>
Cc: Taylor Lavery <tlavery@shift4.com>
Subject: Fw: Project Phoenix

Don't forget about this.

----- Forwarded message ---------
From: [Redacted] **Morgan Stanley**
Date: Mon, Oct 19, 2020 at 11:56 PM
To: J.D. Oder II
Cc: [Redacted] **Morgan Stanley**
Subject: Project Phoenix

JD

Per our discussion, please find attached a letter we would request be signed by Card Connect.

Please let us know if you have any questions

Thanks.
[Redacted]

Privileged and Confidential
October 19, 2020
Strictly Private and Confidential
Mr. J.D. Ooder II
President and Chief Operating Officer
CardConnect, LLC
[Redacted]

Re: Project Phoenix
Dear J.D.:
    Reference is made to that certain Confidentiality Agreement, dated as of November 5, 2019 (the "Confidentiality Agreement"), between CardConnect, LLC (the "Company") and Morgan Stanley & Co, LLC ("Morgan Stanley"). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Confidentiality Agreement.
The Company is considering a potential transaction (a "Possible Transaction") and is in the process of evaluating various potential counterparties in connection there with. In furtherance of the foregoing, you have requested that Morgan Stanley provide certain services to the Company in connection with a Possible Transaction. This letter confirms the understanding of the parties as follows:
1.  Retention of Morgan Stanley. The Company hereby retains Morgan Stanley as its exclusive financial advisor to assist the Company, as requested by the Company, in connection with the evaluation and consummation of a Possible Transaction. The specific scope of Morgan Stanley's services will be determined besed upon further consultation with the Company. Such services may include but are not limited to (i) reviewing and analyzing certain publicly available and non-public information regarding the Company, (ii) reviewing and analyzing various potential alternatives with respect to a Possible Transaction, (iii) identifying, contacting and assessing potential counterparties in connection with a Possible Transaction, (iv) participating in negotiations with any such parties and (v) structuring, managing the timing of and otherwise assisting the Company in realizing its objectives with respect to a Possible Transaction,
2.  Term. Morgan Stanley's engagement shall be effective as of the date hereof.
3.  Indemnification: Expenses; Other Matters. The Company and Morgan Stanley acknowledge and agree that, as an integral part of the arrangements provided for hereby, the Company and Morgan Stanley shall enter into a further definitive agreement in respect of a Possible Transaction (the "Engagement Agreement"). The Engagement Agreement shall include, among other things, customary indemnification, expense reimbursement and other provisions satisfactory to the Company and Morgan Stanley.
4.  Counterparts; Goveming Law. This Agreement may be exccuted in any number of counterparts, all of which shall constitute one and the same agreement, and any party hereto may execute this

Project Phoenix
October 19, 2020
Page 2

Agreement by signing any such counterpart. THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
    If the foregoing correctly sets forth our understanding, please indicate your acceptance of the terms hereof by signing this letter in the space provided below, whereupon this letter shall constitute a binding agreement between us,

Very truly yours,

MORGAN STANLEY & Co. LLC
By: [Redacted]

Name: [Redacted]
Title: Managing Director

ACCEPTED AND AGREED
as of the date first written above:
CardConnect, LLC
By: J.D. Oder II, Authorized Signatory

From: Jared Isaacman
Sent: Monday, November 2, 2020 9:02 AM
To: J.D. Oder II <joder@cardconnect.com>
Cc: Taylor Lavery <tlavery@shift4.com>
Subject: Re: Fw: Project Phoenix

Got It

Sent from my iPhone

> On Nov 2, 2020, at 8:54 AM, J.D. Oder II <joder@cardconnect.com> wrote:
>
> Don't forget about this.
>
>> ----- Forwarded message ---------
>> From: [Redacted] **Morgan Stanley**
>> Date: Mon, Oct 19, 2020 at 11:56 PM
>> To: J.D. Oder II
>> Cc: [Redacted] **Morgan Stanley**
>> Subject: Project Phoenix
>
>> JD
>
>> Per our discussion, please find attached a letter we would request be signed by Card Connect.
>
>> Please let us know if you have any questions
>
>> Thanks.
>
>> [Redacted]

From: [REDACTED]
Sent: Thursday, December 3, 2020 8:38 PM
To: Jared Isaacman <jisaacman@shift4.com>
Subject: FW: Project Phoenix

FYI on the email below.

[REDACTED]
-----Original Message-----
From: [Redacted] **Morgan Stanley**
Sent: Thursday, December 03, 2020 04:40 PM
To: [REDACTED]
Cc: [Redacted] **Morgan Stanley**
Subject: Project Phoenix

Importance: High

[REDACTED],

Hope this finds you well. We understand the Shift4 team is working towards signing a definitive agreement to acquire CardConnect as early as next week.

Please find below a draft fee letter. We are happy to discuss at your convenience.

Best regards,

[REDACTED]

CONFIDENTIAL

[REDACTED]

CONFIDENTIAL
December 3, 2020

Shift4 Payments, INC.
2202 S. 12th Street
Allentown, Pennsylvania 18103
Attention:  [REDACTED]

Ladies and Gentlemen:
This letter agreement (this "Agreement") confirms the understanding and agreement of Shift4 Payments, Inc. (the "Company") and Morgan Stanley & Co, LLC ("Morgan Stanley") with respect to the engagement of Morgan Stanley as financial advisor to the Company in connect with the Possible Transaction (as defined below).
1.  Retention of Morgan Stanley. The Company hereby retains Morgan Stanley as its exclusive financial advisor in connection with the proposed acquisition (the "Possible Transaction") by the Company or one of its subsidiaries of CardConnect, LLC ("CardConnect"). The services to be provided by Morgan Stanley hereunder may include, if requested by the Company, (a) assisting the Company in reviewing certain matters relating to CardConnect and the Possible Transaction, (b) assisting the Company in its due diligence investigation of CardConnect, (c) advising and assisting the Company in the structuring and planning for the Possible Transaction, (d) advising and assisting the Company in negotiating and closing the Possible Transaction and (e) providing such other investment banking services, including such opinions or valuations, related to the foregoing as may be reasonably requested by the Company and agreed to be provided by Morgan Stanley.
It is understood that any valuation advice or opinion, whether written or or delivered to the Board of Directors of the Company (the "Board") or any committee thereof, is for the use and benefit of the Board or such committee and does not constitute a recommendation to any holder of the securities of the Company as to how such holder should vote or act on any matter, and may not be disclosed publicly or made availabe to third parties (other then the Company's legal and financial advisors) without the prior written consent of Morgan Stanley, provided that any written valuation advice or opinion will be required to be included in its entirety, if at all, in any proxy or other solicitation or distribution materials of the Company required to be prepared in connection with Possible Transaction.
2. Professional Fees.
(a) In consideration of its services herunder, the Company agrees to pay Morgan Stanley a fee (the "Advisory Fee") of $4.0 million. The Advisory Fee shall be payable in immediately available funds upon consummation of the Possible Transaction,
(b) In addition to the Advisory Fee payable herunder, the Company agrees to reimburse Morgan Stanley, from time to time upon request. for its reasonable out-of-pocket expenses, including reasonable fees and expenses of its legal counsel, provided that such expenses exceeding $100,000 in the aggregate shall be subject to approval by the Company.
(c) In the event that, prior to one year after the termination of Morgan Stanley's engagement hereunder, the Company or any of its affiliates consummates a transaction or series of related transactions (any such transaction or series of related transactions, a "Transaction"), regardless of the form of the Transaction whereby, directly or indirectly, (i) the Company or any of its controlled affiliates acquires all or substantially all of the assets or operations of CardConnect or any of its subsidiaries, or a significant operating division thereof, or (ii) the Company or any of its controlled affiliates acquires securities of CardConnect or any of its subsidiaries resulting in the Company and its controlled affiliates holding in the aggregate the power to elect or direct the election, directly or in directly, of a majority of the members of the board of directors (or similar governing body) of CardConnect or any such subsidiary, then the Company shall pay Morgan Stanley in immediately available funds promptly upon consummation of such Transaction a fee equal to that which would have been payable if such Transaction were a Possible Transaction hereunder.

CONFIDENTIAL

(d) Notwithstanding anything in this Agreement to the contrary, the Company may terminate this Agreement with or without any reason upon 30 day's prior written notice. If this Agreement is so terminated by the Company, no fee (except as to accrued expense reimbursement) shall be due or payable hereunder except as set forth in Section 2(c) with respect to any Transaction consummated on of before the first anniversary of the effect date of such termination.
3. Term. Morgan Stanley's engagement herunder shall continued in full force and effect until one year from the effective date hereof and will be automatically continued therefter unless terminated on not later than fifteen (15) days before the expiration date by either party. Notwithstanding any provision of this Agreement, the provisions of paragraphs 2(b), 2(c), 2(d) and 4 shall survive any termination of this Agreement.
4. Indemnification; Other Matters. The Company and Morgan Stanley hereby confirm that they have previously entered into a letter agreement dated November 5, 2019 (the "Engagement Letter") with respect to the retention of Morgan Stanley to provide certain advisory services, and the parties acknowledge and agree that the terms of the Engagement Letter, including the provisions with respect to indemnification, shall apply mutatis mutandis to the engagement of Morgan Stanley under this Agreement, and such terms are hereby incorporated by reference with the same effect as if set forth herin.
5. Counterparts; Governing Law. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same agreement, and any party hereto may execute this Agreement by signing any such counterpart. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
    If the foregoing correctly sets forth our understanding, please indicate your acceptance of the terms hereof by signing this letter in the space provided below, wherenpon this letter shall constitute a binding agreement between us.

Very truly yours,
MORGAN STANLEY & CO. LLC

By: [Redacted]
Name:[Redacted]
Title:  Managing Director

ACCEPTED AND AGREED
as of the date first written above:
SHIFT4 PAYMENTS, INC.

By:
Name:
Title:

SHIFT4 PAYMENTS, INC.
Minutes of a Telephonic Meeting of the
Board of Directors
December 8, 2020

A telephonic meeting of the Board of Directors (the "Board") of Shift4 Payments, Inc. (the
"Company") was held on December 8, 2020 at 1:00 p.m. Eastern Time.

. . .

PRESENTATION REGARDING PROJECT PHOENIX
    At the request of the Board, [REDACTED] of **Morgan Stanley** then gave a presentation regarding the
proposed transaction.

. . .

Following discussion, upon motion duly made and seconded, the Board unanimously adopted the
following resolutions:

. . .

There being no further business to come before the meeting, upon motion duly made and seconded,
the meeting was adjourned at 2:50 p.m. (Eastern Time).

...
Section 9.11 Fees and Expenses. Except as otherwise expressly set forth in this Agreement, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses; provided, however, that Parent shall pay all filing fees in connection with any filings required under the HSR Act and any other applicable Competition Laws in connection with the transactions contemplated by this Agreement. Notwithstanding any provision of this Agreement to the contrary, the Company shall pay or cause to be paid, Morgan Stanley and any other financial advisor or other Person that is entitled at the Effective Time.
..

Jared Isaacman
From:
Sent:
To:
Subject:

Attachments:
Jared Isaacman
Thursday, December 10, 2020 7:07 PM
Nancy Disman
Fwd: Project Phoenix - Engagement Letter
Shift4 - CardConnect Fee Letter Dec 7 - Signed.pdf

Sent from my iPhone

Begin forwarded message:

From: [REDACTED] **Morgan Stanley**
Date: December 10, 2020 at 7:01:32 PM EST
To: Jared Isaacman <jisaacman@shift4.com>
Cc: [REDACTED] **Morgan Stanley**
Subject: Project Phoenix - Engagement Letter
Jared,

Please find attached the fully executed engagement letter
Best regards,

[REDACTED]

CONFIDENTIAL

[REDACTED]

CONFIDENTIAL
December 7, 2020

Shift4 Payments, INC.
2202 South 12th Street
Allentown, Pennsylvania 18103
Attention:  [REDACTED]

Ladies and Gentlemen:

This letter agreement (this “Agreement”) confirms the understanding and agreement of Shift4 Payments, Inc. (the "Company") and Morgan Stanley & Co. LLC ("Morgan Stanley") with respect to the engagement of Morgan Stanley as financial advisor to the Company in connect with the Possible Transaction (as defined below).

1. Retention of Morgan Stanley. The Company hereby retains Morgan Stanley as its exclusive financial advisor in connection with the proposed acquisition (the “Possible Transaction”) by the Company or one of its subsidiaries of CardConnect, LLC ("CardConnect".). The services to be provided by Morgan Stanley hereunder may include, if requested by the Company, (a) assisting the Company in reviewing certain matters relating to CardConnect and the Possible Transaction, (b) assisting the Company in its due diligence investigation of CardConnect, (c) advising and assisting the Company in the structuring and planning for the Possible Transaction, (d) advising and assisting the Company in negotiating and closing the Possible Transaction and (e) providing such other investment banking services, including such opnions or valuations, related to the foregoing as may be reasonably requested by the Company and agreed to be provided by Morgan Stanley.

     It is unterstood that any valuation advice or opinion, whether written or oral, delivered to the Board of Directors of the Company (the "Board") or any committe thereof, is for the use and benefit of the Board or such committee and does not constitute a recommendation to any holder of the securities of the Company as to how such holder should vote or act on any matter, and may not be disclosed publicly or made available to third parties (other than the Company's legal and financial advisors) without the prior written consent of Morgan Stanley, provided that any written valuation advice or opinion will be required to be included in it entirety, if at all, in any proxy or other solicitation of distribution materials of the Company required to be prepared in connection with Possible Transaction.

2.  Professional Fees.

    (a) In consideration of its services hereunder, the Company agrees to pay Morgan Stanley a fee (the "Advisory Fee") of $4.0 million. The Advisory Fee shall be payable in immediately available funds upon consummation of the Possible Transaction.

    (b) In addition to the Advisory Fee payable hereunder, the Company agrees to reimburse Morgan Stanley, from time to time upon request, for its reasonable out-of-pocket expenses, including reasonable fees and expenses of its legal counsel, provided that such expenses exceeding $100,000 in the aggregate shall be subject to approval by the Company.

    (c) In the event that, prior to one year after the termination of Morgan Stanley’s engagement hereunder, the Company or any of its affiliates consummates a transaction or series of related transactions (any such transaction or series of related transactions, a "Transaction"), regardless of the form of the Transaction whereby, directly or indirectly, (i) the Company or any of its controlled affiliates acquires all or substantially all of the assets or operations of CardConnect or any of its subsidiaries, or a significant operating division thereof, or (ii) the Company or any of its controlled affiliates acquires securities of CardConnect or any of its subsidiaries resulting in the Company and its controlled affiliates holding in the aggregate the power to elect or direct the election, directly or indirectly, of a majority of the members of the board of directors (or similar governing body) of CardConnect or any such subsidiary, then the Company shall pay Morgan Stanley in immediately available funds promptly upon consummation of such Transaction a fee equal to that which would have been payable if such Transaction were a Possible Transaction hereunder.

CONFIDENTIAL

(d) Notwithstanding anything in this Agreement to the contrary, the Company may terminate this Agreement with or without any reason upon 30 day's prior written notice. If this Agreement is so terminated by the Company, no fee (except as to accrued expense reimbursement) shall be due or payable hereunder except as set forth in Section 2(c) with respect to any Transaction consummated on or before the first anniversary of the effect date of such termination.
3. Term. Morgan Stanley's engagement hereunder shall continued in full force and effect until one year from the effective date hereof and will be automatically continued thereafter unless terminated on not later than fifteen (15) days before the expiration date by either party. Notwithstanding any provision of this Agreement, the provisions of paragraphs 2(b), 2(c), 2(d) and 4 shall survive any termination of this Agreement.
4.  Indemnification; Other Matters. The Company and Morgan Stanley hereby confirm that they have previously entered into a letter agreement dated November 5, 2019 (the "Engagement Letter") with respect to the retention of Morgan Stanley to provide certain advisory services, and the parties acknowledge and agree that the terms of the Engagement Letter, including the provisions with respect to indemnification, shall apply mutatis mutandis to the engagement of Morgan Stanley under this Agreement, and such terms are hereby incorporated by reference with the same effect as if set forth herein.
5. Counterparts; Governing Law. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same agreement, and any party hereto may execute this Agreement by signing any such counterpart. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

If the foregoing correctly sets forth our understanding, please indicate your acceptance of the terms hereof by signing this letter in the space provided below, whereupon this letter shall constitute a binding agreement between us.

Very truly yours,
MORGAN STANLEY & CO. LLC

By: [Redacted]
Name: [Redacted]
Title: Managing Director

ACCEPTED AND AGREED
as of the date first written above:

SHIFT4 PAYMENTS, INC.

By: /s/ Jared Isaacman
Name: Jared Isaacman
Title: CEO

From: Taylor Lavery
Sent: Sunday, December 6, 2020 4:37 PM
To: Brad Herring
Cc: Jared Isaacman
Subject: Re: Draft Term Sheet

Brad I think this accurately captures it but want to confirm a few things on our end first.

Sent from my iPhone

> On Dec 6, 2020, at 3:50 PM, Brad Herring <bherring@shift4.com> wrote:
>
> Adding Jared
>
>> On Sun, Dec 6, 2020 at 3:47 PM Taylor Lavery <tlavery@shift4.com> wrote:
>> Brad can you look and confirm this accurately captures our understanding of the economics?
>>
>>> On Sun, Dec 6, 2020 at 2:21 PM [Redacted] wrote:
>>> Taylor, attached is per our discussion. Call anytime- [Redacted]
>>>
>>> [Redacted]

From: Jared Isaacman
Sent: Friday, December 11, 2020 7:49 PM
To: Jordan Frankel <jfrankel@shift4.com>
Cc: Nancy Disman <ndisman@shift4.com>
Subject: Re: Congrats team - now a question

Agreed. All good. Thx Jordan

Sent from my iPhone

> On Dec 11, 2020, at 7:46 PM, Jordan Frankel <jfrankel@shift4.com> wrote:
>
> I just spoke with [REDACTED] and explained the situation. He sends his sincere congrats.
>
> Call me in the AM and ill fill you in.
>
> My vote is to give the team the night off without interruption and we regroup in the AM.

From: Jared Isaacman
Sent: Sunday, November 1, 2020 9:58 PM
To: Brad Herring <bherring@shift4.com>
Cc: Taylor Lavery <tlavery@shift4.com>
Subject: Re: [Redacted] follow-up.

Make sense

Sent from my iPhone

> On Nov 1, 2020, at 9:53 PM, Brad Herring <bherring@shift4.com> wrote:
>
> Call was just ok. [Redacted] from CC/Fiserv was on with his head of corp dev. I don't think they're interested in getting in an auction for the merchant book. I think the play to keep an eye on is if Fiserv wants bolt on payments tech as they don't have a ton. I also got the ~$1.25-1.75B valuation range from their side. I think we should stay close and engaged at [Redacted] level but let them come to us.
>
>> On Sun, Nov 1, 2020 at 12:07 PM Taylor Lavery <tlavery@shift4.com> wrote:
>> Heading home now
>>
>>> On Nov 1, 2020, at 11:59 AM, Brad Herring <bherring@shift4.com> wrote:
>>>
>>> When are you back ? I have introductory call with [Redacted] in 5.