From: Jared Isaacman
Sent: Monday, February 26, 2018 8:22 PM
To: Theodore Keith
Cc: Kyle Disman
Subject: CardConnect

Ted,

I am forwarding to you the letter that just went to Frank. I have included the
entire S4 team on this message as it will ultimately impact all of us as
shareholders. I have not spent my time with lawyers reviewing the
documents as this is not a message from one company to another but rather
between friends.

I have run Shift4 from my home, my cell phone and pretty much from the hip
for almost 20 years As such, there is no S4 corporate veil to pierce. My
intent per our numerous phone calls, emails and texts has been made clear
and that will apply to ail of our employees and shareholders.

I have no interest in delaying our commitment to finalize the CardConnect
residual acquisition. It is almost entirely complete and the time spent on this
has been a distraction that has impacted my ability to assist in driving the
Lighthouse business.

I want to make sure Fiserv can count on us for support in the months and
years .ahead as we have made a commitment for a partnership that goes well
beyond revenue milestones. Our intent is aligned with yours - maximum
revenue growth on the Lighthouse product for both of our organizations.

You have my word on this, which has always been more valuable than my
signature on any contract,

Jared

Begin forwarded message:

From: Jared Isaacman
Date: February 26, 2018 at 7:52:23 PM EST
To: fb@firstdata.com
Cc: Andre, Mike

Subject: CardConnect

Frank,

I am writing to you in response to the communication we received from
First Data/CardConnect today, which was terribly disappointing and certainly
not in the spirit of the commitment we made to First Data to be great partners
for many years to come in maximizing revenue growth on the Lighthouse
product.

The intent of our deal has always been very clear and I have documented my
position quite clearly in numerous texts, emails, letters, etc, over the last 18
months. We are purchasing the CardConnect residuals and combining them
with the Shift4 residuals so we can create considerable scale and achieve the
lowest possible cost of funds in the industry. We have made this clear
multiple times and I have documented it in just about every available form of
communication throughout the transaction.

I am going to repeat the very clear intention and promise I have made
repeatedly throughout this entire transaction, which applies to both the
acquisition of CardConnect and the combination of Shift4 residuals.

Shift4, at its sole cost and expense, will finalize a residual acquisition
transaction as soon as reasonably possible (i.e. a matter of weeks) with
CardConnect, which must include the ability to combine the CardConnect and
Shift4 residuals to achieve the lowest possible costs from a financial
institution.

You have my word,

Jared Isaacman
CEO
Shift4 Payments
“the payments smartest people”

Mobile:
Email:
www.shift4.com

On Mar 1, 2018, at 7:40 AM, Theodore Keith wrote:

Thanks, Jared. This is very helpful. Appreciate your dear and unambiguous affirmation.
Ted

From: Jared Isaacman
Sent: Thursday, March 01, 2018 8:30 AM
To: Theodore Keith
Subject: Re: CardConnect

Thank you

Sent from my iPhone

[2/20/18, 9:07:09 AM] Jeff Shanahan:
Hey Jared - can you hop on a call quickly?

[2/20/18, 11:24:43 AM] Jared Isaacman:
Yes. Give me 10 min

[2/20/18, 11:25:02AM] Jeff Shanahan:
Great

                         PROMISSORY NOTE

$26,000,000.00                                  Las Vegas, Nevada
                                                       June 1, 2018
         FOR VALUE RECEIVED, the undersigned, JARED ISAACMAN, an individual,
with an address at 2202 Dallas Drive, Las Vegas, Nevada 89169 (the "Maker")
promises to pay to the order of CARDCONNECT, LLC, a Delaware limited
liability company, having a place of business at 1000 Continental Drive,
Suite 300, King of Prussia, Pennsylvania 19406("Holder"), the principal sum
of TWENTY-SIX MILLION and 00/100 DOLLARS ($26,000,000.00), together with all
accrued and unpaid interest thereon, each due and payable as set forth below.

         1. Payment of Principal and Interest.

                  (a) Interest Rate. The unpaid principal balance of this
Promissory Note (this "Note") from time to time outstanding shall bear
interest at a fixed rate of interest equal to the lesser of (i) eight percent
(8%) per annum, or (ii) highest lawful rate permitted under applicable usury
laws (the "Interest Rate"). Interest shall be calculated on the basis of a
360-day year for the actual number of days elapsed in any partial month. All
payments shall be applied first to the payment of all-costs and expenses due
to Holder, then to accrued and unpaid interest, and thereafter to principal.

                  (b) Payment. The outstanding principal balance of this
Note, together with all unpaid accrued interest and other unpaid amounts
hereunder, shall be due and payable on the earlier to occur of (a) June 3,
2019, and (b) the consummation of the acquisition (the "Acquisition") by
Maker (or his affiliate) of certain assets of Holder as described in
paragraph (c) below (the "Maturity Date"). Payments hereunder shall be made
in lawful money of the United States in immediately, available funds, to
Holder at the address specified above or at such other place as Holder shall
designate to Maker in writing.

                  (c) Prepayment. This Note may be prepaid from time to time
without penalty or premium. Maker may, at his option, elect to prepay all or
a portion of the unpaid principal balance of this Note to Holder upon the
closing of a sale by Holder of all or any portion of the Merchant Portfolio
(as defined below) owned by Holder as of the date hereof (and all subsequent
agreements and documents related to the sale of the Merchant Portfolio,
including any earn-out provisions, a "Sale Transaction"), which for the
avoidance of doubt, shall be in addition to the Acquisition (as defined
above) by Maker of all or any portion of Holder's residual buyout rights
relating to the Merchant Portfolio under that certain Reseller Agreement,
dated July 1, 2012, by and among Holder, as successor in interest to
Financial Transaction Services, LLC, Jet Pay, LLC, and each of the ISO
Parties party thereto, by means whereof certain merchant processing
agreements subject to that Reseller Agreement (collectively, the "Merchant
Portfolio") between Holder and certain of its merchants were originated by
certain of its independent sales agents (such obligations, the "Residual
Buyouts").

         2. Default. Upon the occurrence of any one or more of the Event of
Default (as hereinafter defined), Holder may declare the then outstanding
principal balance of and all accrued and unpaid interest on this Note to be
immediately due and payable and may exercise all rights and remedies available
to Holder under the terms of this Note or under applicable law. The term
"Event of Default" shall mean: (a) Maker fails to make any payment of principal
and/or interest on this Note on the date on which such payment is due; (b)
Maker shall commence any case, proceeding or other action (i) under any
existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization or relief of debtors, seeking to have
an order for relief entered with respect to Maker, or seeking to adjudicate him
a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
winding-up, liquidation, dissolution, composition or other relief with respect
to him or his debts, or (ii) seeking appointment of a receiver, trustee,
custodian or other similar official for him or for all or any substantial part
of his assets, or Maker shall make a general assignment for the benefit of his
creditors; or (c) there shall be commenced against Maker any case, proceeding
or other action of a nature referred to in clause (b) above which (i) results
in the entry of an order for relief or any such adjudication or appointment or
(ii) remains undismissed, undischarged or unbonded for a period of sixty (60)
days; or (d) there shall be commenced against Maker any case, proceeding or
other action seeking issuance of a warrant of attachment, execution, distraint
or similar process against all or any substantial part of his assets which
results in the entry of any order for any such relief which shall not have
been vacated, discharged, or stayed or bonded pending appeal within sixty (60)
days from the entry thereof; or (e) Maker shall take any action in furtherance
of, or indicating its consent to, approval of, or acquiescence in, any of the
acts set forth in clause (b), (c), or (d) above; or (f) Maker shall generally
not, or shall be unable to, or shall admit in writing his inability to, pay
his debts as they become due; or (g) any representation or warranty made by
Maker herein or pursuant hereto is deemed to have been incorrect or untrue as
of the date made in any material respect.

         3. Waivers. Maker and all others who may become liable for the
payment of all or any part of the obligations evidenced by this Note do hereby
severally waive presentment and demand for payment, notice of dishonor,
protest and notice of protest. No delay or omission on the part of Holder in
exercising any right hereunder shall operate as a waiver of such right or of
any other right under this Note.

              4. Governing Law. This Note shall be construed in accordance
with and governed by the laws of the Commonwealth of Pennsylvania, without
regard to the conflicts of laws principles thereof.

              5. Costs of Collection. Maker agrees to pay all costs and expenses,
including, without limitation, reasonable attorneys' fees, incurred by Holder
in connection with the enforcement of this Note.

         6. Usury Savings Clause. It is the intention of the parties to
comply with all applicable usury laws and, accordingly, it is agreed that,
notwithstanding any provision to the contrary in this Note, in no event shall
this Note require the payment, or permit the collection of, interest in excess
of the maximum amount permitted by applicable law. If any such excess interest
is contracted for, charged or received under this Note, or if all of the
principal balance shall be prepaid, so that under any such circumstance the
amount of interest contracted for, charged or received under this Note on the
principal balance hereof shall exceed the maximum amount of interest permitted
by applicable law, then in such event (a) the provisions of this paragraph
shall govern and control, (b) neither Maker nor any other person or entity now
or hereafter liable for the payment hereof shall be obligated to pay the
amount of such interest to the extent that it is in excess of the maximum
amount of interest permitted by applicable law, (c) any such excess which may
have been collected shall be either applied as a credit against the then
outstanding principal balance hereof or refunded to Maker, at the option of
Holder, and (d) the effective rate of interest shall be automatically reduced
to the maximum lawful contract rate allowed under applicable law as now or
hereafter construed by the courts having jurisdiction thereof. It is further
agreed that without limitation of the foregoing, all calculations of interest
... cont.

...cont
shall be made on the basis that a year is three hundred and sixty (360) days,
but in no event more than the lawful rate.

         IN WITNESS WHEREOF, the undersigned has duly executed this Promissory
Note as of the day and year first above written.

                                   MAKER:


                                   /s/ Jared Isaacman
                                   ---------------------------------------
                                   Jared Isaacman

[3/7/19, 4:53:31 PM] Theodore Keith: I know of no legal impediment to the buyout occurring

[3/7/19, 4:55:55 PM] Jared Isaacman: Thank you for that confirmation Ted
[3/7/19, 4:57:01 PM] Jared Isaacman: I was hoping you would tell everyone on our call to send the documents so we can close

[3/7/19, 7:06:09 PM] Theodore Keith: I relayed feedback that there is openness to doing it but it must be structured via an amendment to clarify
[3/7/19, 7:06:29 PM] Theodore Keith: 1 can only relay what I'm told in corporate setting
..cont

..cont
[3/8/19, 7:33:19 AM] Jared Isaacman: Thanks Ted. I appreciate the help.

[3/13/19, 9:56:58 AM] Jared Isaacman:
Frank, i hope this note finds you well,
I am not sure if you are aware of a provision in the
letter agreement with Card Connect that was
executed in March 2018 that provided Shift4 with a
guaranteed minimum value (GMV) in exchange for
entering the Lighthouse Network before it was
ready,

It was an important part of recognizing the support
we were giving at that time. While it was always-
intended our partnership would be a massive
success, we had real costs of $10M+ from porting
over our entire gateway business and a lot of risk
leaving the stability we-had on the platform and
residual portfolio we owned, so we had to hedge
the uncertainty with some kind of commitment. This
was always very separate from the earn-out in the
letter agreement: I really never expected we would
be anywhere near the GM V because as I knew, if we
didn't generate a ton of revenue for Fiserv on the
Lighthouse product, it also wouldn't be good for our
shareholders from our-recent transaction with S4,

I have been trying to finalize the Card Connect
residual buyout since we entered into the letter
agreement (my personal obligation) only to do it
again with our residuals at Shift4, which. I have said
now almost. 100 times (emails, texts, calls, etc,), but
I am constantly told that I am blocked at Fiserv
because we haven't made progress on the GMV
provision.

I have no interest in creating noise about this because
I am sure we will be able to get the buyout behind us
- it has just cost me a lot of time running this
business and making sure everything we committed
to as part of the Lighthouse Network goes well.

If there is anything you can do to assist in breaking
the log jam, I would appreciate the help. I have
attached the agreement. I have also attached .a text
from Ted that should help corroborate this history.

I am sure we will get it resolved soon.

Jared

[3/13/19, 9:57:14. AM] Jared Isaacman:
[Attachment(s) removed by the court]
Letter Agreement - S4 and FDC (March 2018).pdf
TJK Text.jpg

[3/13/19, 10:00:48 AM] Frank Bisignano:
Jared I know about the minimum floor you had.
You have always been a man of your word and if
that's. I'll get Ted or him to take care of this. I'm en
route to a client In New York. I remember the deal
well and thanks

[7/22/19, 4:50:53 PM] Jared Isaacman: Frank, hope all is well. When appropriate, I'd like to
get your thoughts on the Card Connect residual buyout and some of the personnel changes that
have taken place since the acquisition.

[7/25/19, 2:02:09 PM] Frank Bisignano: We get it done

[7/25/19, 2:02:50 PM] Jared Isaacman: Thank you

[7/29/19, 9:29:17 AM] Jared Isaacman: Any guidance on when we should reconnect on this?

[11/13/19, 10:43:09 AM] Jared Isaacman:
Guy, hope you arc doing well. We spoke
briefly at Money 20/20 about the earn-out-
and Card Connect residual buyout obligations.
Please do let me know when your schedule
frees-up to.discuss:
Thanks,
Jared

[11/13/19, 2:37:47 PM] Guy Chiarello:
I am good, Thanks for the message. 1 got
caught up yesterday with clients and then my
flight got cancelled, so I am just getting into
the office now. How about later this after-
noon?.

[11/13/19, 2:45:38 PM] Jared. Isaacman:
Sounds good, Thanks

[11/14/19, 7:06:19 AM] Guy Chiarello:
Hey Jared, can we connect over the next day
or so? I am trying to wrap my head around all
of this so 1 know. enough-to. be dangerous:

[11/18/19, 1:38:38 PM] Jared Isaacman:
I have the Shift4 board members joining the
call, which includes Searchlight, Our CFO and
President- Head of M&A as well.

[11/18/19,1:47:44.PM] Guy Chiarello:
Thanks.

[12/9/19, 5:42:52 PM] Jared Isaacman; Guy, I do not believe this should happen until all
matters, including the residual buyout, get resolved. I think it would be a terrible message to
the employees and put the remaining earn out at greater risk of success. We spoke about all of
this last week.

[12/9/19, 7:33:56. PM] Guy Chiarello: Ok.

[1/20/20, 8:23:54 PM] Jared Isaacman: Frank, I hope all is well. I know everyone's focus
must be on integration and delivering ridiculous value to shareholders following the close of such an amazing transaction. I am just not sure what happened to a lot of
important obligations in the shuffle nor is counsel who is telling me they can1! get anyone at
Fiserv to respond to close out our commitments like the. CardConnect residual buyout.

[1/20/20, 9:02:40 PM] Frank Bisignano: Let me come back it tomorrow

[1/28/20, 8:20:41 PM] Jared Isaacman: Frank, I have absolutely zero interest in
fighting with Fiserv. Our counsel has been trying to resolve a number of outstanding matters to
no avail. The CC buyout is my personal obligation. The earn out and GMV are in an S4
subsidiary. I don't want disturbances with our biggest partner. I just want to get the. people
who have committed the last 20 years of their life building. S4 and were counting on the success of the. Lighthouse product paid.
I have confidence this will get cleaned... up.

[1/28/20, 9:16:51 PM] Frank Bisignano: I do too and you and I never fought and you been a
man of your word

[3/30/20, 8:17: PM] Jared Isaacman: Just a quick follow-up. I haven't heard.anything
since your message that you are working to get an answer on the residual acquisitions.

[3/30/20, 8:20:10 PM] Himanshu Patel: Yes - 1 have teams working on it and engaging.

[3/30/20, 8:20:49 PM] Jared Isaacman: Thank you.