From:, J. lsaacman
Sent: Friday. January 18. 2019 6:47:24 PM
To: Taylor. lsaacman
Subject: Re:
Got it

On Jan 18, 2019, at 6:47 PM, Taylor, lsaacman <tlsaacman@shift4.com> wrote:

Got it. l'II be in touch Monday moming.

Sent from my iPhone

On Jan 18, 2019, at 6:45 PM, J. lsaacman 4> wrote:

>Sounds good
>
>Enjoy
>
>On Jan 18, 2019, at 6:44 PM, Taylor, lsaacman <tlsaacman@shift4.com> wrote:
>
>>1 just wrapped two investor meetings and am at the airport.
>>
>>Can catch-up early next week.
>>
>>Tlsaacman
>>T. 702.xxx.xxxx
>>
>>Sent from my iPhone
>

From: J.lsaacman
Sent: Monday, January 21, 2019 4:20:58 PM
To: 'Taylor, lsaacman'
Subject: RE:

Any update?

Sent from my iPhone

> On Jan 18, 2019, at 6:47 PM, Taylor, lsaacman <tlsaacman@shift4.com> wrote:
>
> Got it. I'II be in touch Monday moming.
>
> Sent from my iPhone
>
>> On Jan 18, 2019, at 6:45 PM, J. lsaacman 4> wrote:
>>
>> Sounds good
>>
>> Enjoy
>>
>>> On Jan 18, 2019, at 6:44 PM, Taylor, lsaacman <tlsaacman@shift4,com> wrote:
>>>
>>> 1just wrapped two investor meetings and am at the airport.
>>>
>>> can catch-up early next week.
>>>

From: J. lsaacman
Sent: Tuesday, January 22, 2019 9:20:07 AM
To: Taylor. lsaacman
Subject: Re:

Thanks.
Look forward

On Jan 22, 2019, at 9:19 AM, Taylor, lsaacman <tlsaacman@shift4.com>
wrote:

>1 have a call with my dad this afternoon to brief him.
>
>Tlsaacman
>T. 702.xxx.xxxx
>
>Sent from my iPhone
>
>> On Jan 21, 2019, at 4:21 PM, J. lsaacman  wrote:
>>
>> Any update?
>>
>> Sent from my iPhone
>>
>>> On Jan 18, 2019, at 6:47 PM, Taylor, lsaacman <tlsaacman@Shift4.com>

From: T. Isaacman
Sent: Friday, March 08, 2019 3:57 PM
To: J.lsaacman; J. Isaacman
Cc: Taylor Isaacman; Michael Isaacman
Subject: CardConnect

Dad,

Attached is everything needed to get CardConnect to a finish line.

[Redacted - one line - likely a summary of document contents]

As an FYI -

[Redacted - approximately 20 lines summarizing negotiation points and financial details]

Tlsaacman
Τ. 702.xxx.xxxx

Sent from my iPhone

From: J.Isaacman
Sent: Friday, March 08, 2019 5:35 PM
To: T, Isaacman
Cc: Taylor Isaacman; Michael Isaacman
Subject: Re: CardConnect
Got it look forward to discussing

Sent from my iPhone

> On Mar 8, 2019, at 3:57 PM, T. Isaacman <tisaacman@shift4.com> wrote:
>
> Dad,
>
> Attached ls everything needed to get CardConnect to a finish line.
>
> The only way to get this to a finish line.
>
> As an FYI-
>
> [Redacted: Similar Long Section]

From: Taylor Isaacman
Sent: Friday. March 08. 2019 9:10 PM
To: J.Isaacman; T. Isaacman
Cc: Michael Isaacman
Subject: RE: CardConnect

Looks like we both just responded to dad - if everyone says the numbers work - I think
we should meet in person next week.

Taylor Isaacman
Shift4 Payments
M: 484.xxx.xxxx

From: J.Isaacman
Sent: Friday, March 8, 2019 5:35 PM
To: T. Isaacman
Cc: Taylor Isaacman <tisaacman@shift4.com>; Michael Isaacman
Subject: Re: CardConnect
Got it look forward to discussing

Sent from my iPhone

> On Mar 8, 2019, at 3:57 PM, T. Isaacman <tisaacman@shift4.com
> wrote:
>
> Dad,
>
> Attached is everything needed to get CardConnect to a finish line.

> [Redacted]

From: J.Isaacman
Sent: Saturday, March 09, 2019 6:44 PM
To: Taylor Isaacman; T. Isaacman
Cc: Michael Isaacman
Subject: Re: CardConnect

Mid week works best if we can work it out.

Sent from my iPhone

> On Mar 8, 2019, at 9:10 PM, Taylor Isaacman <tisaacman@shift4.com> wrote:
>
> Looks like we both just responded to dad - if everyone says the numbers work - I think
> we should meet in person next week.
>
> Taylor Isaacman

From: T. Isaacman <tisaacman@shift4.com>
Sent: Thursday, March 28, 2019 1:43 PM
To: J.Isaacman <>; jisaacman@shift4.com
Cc: Taylor Isaacman <tisaacman@Shift4.com>
Subject: Re: CardConnect walk-away

Agreed.

We also don't want you to walk away from Shift the next morning.

Can we please just move forward.

Sent from my iPhone

> On Mar 28, 2019, at 1:41 PM, J.Isaacman <> wrote:
>
> I am not prepared to go through this a other time.
>
> [Redacted - Long section, likely dealing with deal terms]

From: T. Isaacman
Sent: Saturday, March 30, 2019 1:44:09 AM
To: J.lsaacman
Subject: FW: Draft Term Sheet
Attachments: Shift4 - CardConnect Term Sheet.docx

Jared,
As you know, I have been spending the last several weeks consumed with a variety of very
important distractions, I plan to spend the first half of Sunday catching up and that includes our
deal. Can we speak in the aftemoon?

From: J.lsaacman
Sent: Wednesday, March 27, 2019 5:43 PM
To: T, Isaacman
Cc: Taylor Isaacman; Michael Isaacman
Subject: Draft Term Sheet

Taylor,

Attached is a draft non-binding term sheet which contemplates a potential transaction between
Card Connect and Shift4, Please review and let me know how you would like to proceed.

From: T. Isaacman <tisaacman@shif4.com>
Sent: Sunday, March 31, 2019 12:16:20 PM
To: J.lsaacman
Subject: Re: Draft Term Sheet

Jared. Sounds good. Just give me 30 when you are ready, Will put in at least 3 hours into this
today so I am up lo speed,

Sent from my iPhone

> On Mar 30, 2019, at 11:23 AM, J.lsaacman <> wrote:
>
> Let's plan on connecting sometime tomorrow afternoon (Sunday}. Would 4:00pm EST work?

From: T. Isaacman
Sent: Sunday, March 31. 2019 9:46:28 PM
To: J.lsaacman
Subject: Re: Draft Term Sheet

Jared. We are close, Really dose [sic] not make sense lo fly all the way there. Please review below,
and if it works, let's get it done.

[Redacted - Long section, possibly with counter-proposals]

Sent from my iPhone

From: J.lsaacman
Sent: Monday, April 01, 2019 8:52:35 AM
To: T, Isaacman
Subject: Re: Draft Term Sheet
Attachments: Shift4 - CardConnect Term Sheet v2.docx

Taylor,

Please see the attached revised term sheet. I have also outlined my thoughts on the remaining
open items below.
[Redacted - Long section, answers to 89-17_6]

Please let me know your thoughts.

                          PROMISSORY NOTE

$9,500,000.00                                               King of Prussia, PA
                                                                        March 4, 2019

     FOR VALUE RECEIVED, Shift4 Payments, LLC, a Nevada limited
liability company (the "Maker"), hereby promises to pay to the order of
Card Connect, LLC, a Delaware limited liability company (together with any
subsequent holder of this Note, the "Holder"), at 650 Park Ave suite
110, King of Prussia, Pennsylvania 19406, Attn: Legal Department, or at
such other address as the Holder may direct in writing to the Maker, the
principal sum of Nine Million Five Hundred Thousand and 00/100 Dollars
($9,500,000.00) in lawful money of the United States of America, on or
prior to the Maturity Date (as defined below) (the "Principal"),
together with interest on the Principal, at a rate of 10% above the prime
commercial lending rate of interest quoted from time to time by The Wall
Street Journal (the "Interest"), until paid in full.  The Principal
shall be due and payable, in full, on the earlier of (x) the closing of
an acquisition by Maker of CardConnect from Fiserv. or (y) June 4,
2019 (the "Maturity Date").  The Maker shall pay Interest due hereunder to
the Holder quarterly in arrears, on the last calendar day of each
calendar quarter (March, June, September and December), until the
Principal has been paid, in full.

     1.   Payment.  All payments on account of the Principal and Interest
due hereunder shall be made by wire transfer in immediately available
funds not later than 12:00 p.m., prevailing Eastern time, on the date
when due to the following account of the Holder, or such other account as
Holder shall notify the Maker of in writing.

         Bank Name: [Redacted]
         Bank ABA: :[Redacted]
         Bank Account: :[Redacted]
         Account Name: :[Redacted]

     2.   Representations and Warranties of Maker.  The Maker hereby
represents and warrants as follows:

          (a) The Maker is a limited liability company duly organized,
validly existing and in good standing under the laws of the State of
Nevada and has all requisite power and authority to execute and deliver
this Note, to perform its obligations hereunder.
          (b) The execution, delivery and performance by the Maker of
this Note have been duly authorized by all necessary corporate action
equivalent thereto) and do not and will not (i) require any consent or
approval of the equity holders of Maker not already obtained, (ii)
contravene the Maker's certificate of formation, as amended, or operating
agreement, (iii) violate any applicable law, or (iv) result in or require
the creation or imposition of any lien or other encumbrance of any nature
whatsoever upon any of the properties or assets of the Maker.
      (c) This Note constitutes the legal, valid and binding
obligation of the Maker, enforceable against the Maker, in accordance
with its terms.

3.  Events of Default. If one or more of the following events (each,
an "Event of Default") shall occur and be continuing, Holder may, at its
option, by written notice to Maker, declare immediately due and payable
the entire unpaid Principal amount of the Note, together with all accrued
and unpaid Interest thereon, and all other amounts due hereunder:

     (a) The failure by Maker to timely pay when due any Principal,
Interest or any other amounts due and payable hereunder, if such failure
is not fully cured within three (3) business davs of Maker's receipt of
notice from Holder of such failure; or

    (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 it, or seeking
to adjudicate it a bankrupt or insolvent, or seeking reorganization.
arrangement, adjustment, winding-up, liquidation, dissolution, composition
or other relief with respect to it or its debts, or (ii) seeking
appointment of a receiver, trustee, custodian or other similar official
for it or for all or any substantial part of its assets, or Maker shall
make a general assignment for the benefit of its creditors; or (iii) there
shall be commenced against Maker, any case, proceeding or other action of
a nature referred to in clause (i) or (ii) above which (A) results in the
entry of an order for relief or any such adjudication or appointment or
(B) remains undismissed, undischarged or unbonded for period of sixty
(60) days; or (C) 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 its assets which results in the entry of an 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 (D)
Maker, shall take any action in furtherance of, or indicating its consent
to, approval o, or acquiescence in, any of the acts set forth in clause
(i), (ii), or (iii) above; or (E) Maker shall generally not, or shall be
unable to, or shall admit in writing its inability to, pay its debts as
they become due.

4.  Waivers.  Maker, for itself, its successors and assigns, hereby
expressly waives presentment, demand, protest, notice of dishonor, and
notice of any kind with respect to this Note. No failure to exercise and
no delay in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of
any right, power or privilege hereunder preclude any other further
exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies herein provided are cumulative and not exclusive
of any rights or remedies otherwise provided by law.

5.  Successors and Assigns. The provisions of this Note shall inure to
the benefit of and be binding on any successor to Maker and shall extend
to any Holder hereof.  Maker shall not assign this Note or any of its
obligations hereunder. Subject to applicable securities laws,
this Note may be transferred by Holder upon surrender of this Note for
registration of transfer, duly endorsed, or accompanied by a duly executed
written instrument of transfer in form reasonably satisfactory to Maker.

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

7.  Amendments and Waivers.  Any term of this Note may be amended and
the observance of any term of this Note may be waived (either generally
or in a particular instance and either retroactively or prospectively)
only with the written consent of the Holder and the Maker.

8. Collection.  If suit is brought by Holder to enforce any of the the
terms of this Note, Maker agrees to pay, in addition to the amount due
hereunder, all costs and expenses of collection incurred therefor by the
Holder, including, but not limited to, the reasoanble fees if its attorneys.

[SIGNATURE PAGE FOLLOWS]

     IN WITNESS WHEREOF, Shift4 Payments, LLC has caused this Promissory
Note to be executed in its corporate name by its duly authorized officer,
as of the date first written above.

                         SHIFT4 PAYMENTS, LLC


                         By: /s/ J. Isaacman
                            -------------------------------------
                             Name:  J. Isaacman
                             Title:  Chief Exeuctive Officer

ASSET PURCHASE AGREEMENT


     THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of
March 4, 2019 (the "Effective Date") by and between CardConnect, LLC, a Delaware limited
liability company (the "Seller"), and Shift4 Payments, LLC, a Nevada limited liability
company (the "Buyer")-

                             RECITALS

     A.   Seller is engaged, in part, in the business of providing payment processing
services to ISOs and merchants (as such terms are defined below) (the "Business").

     B.   Seller desires to sell, transfer, convey and assign to Buyer, and Buyer
desires to purchase from Seller, subject to the terms and conditions set forth herein, all
right, title and interest of Seller in and to certain assets used or held for use in
connection with the Business (other than the Excluded Assets, as defined below), including all
of Seller's merchant contracts and ISO contracts.

     NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants and
agreements of the parties set forth herein, and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto covenant and agree as
follows:

                             AGREEMENT

          1.   Certain Definitions. For purposes of this Agreement, the following terms
shall have the meanings specified in this Section 1:

          "Acquired Assets" shall have the meaning set forth in Section 2.

          "Affiliate" means, as to any Person, any other Person which, directly or
indirectly, controls, or is controlled by, or is under common control with, such Person. For
purposes hereof, "control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of such Person, whether through ownership
of voting securities or other interests, by contract or otherwise,

          "Applicable Law" means, with respect to any Person, any federal, state, local or
foreign law (statutory, common or otherwise), constitution, treaty, convention, ordinance,
code, rule, regulation, order, injunction, judgment, decree, ruling or other similar
requirement enacted, adopted, promulgated or applied by a Governmental Authority that is
binding upon or applicable to such Person.

          'Assigned Contracts" shall have the meaning set forth in Section 2.

          "Business" shall have the meaning set forth in the Recitals.

          "Business Day" means a day other than a Saturday, Sunday or other day on which
commercial banks in Philadelphia, PA are authorized or required by law to close.

ASSIGNMENT AND ASSUMPTION OF CONTRACTS

     This Assignment and Assumption of Contracts (this “Assignment”) is entered into as
of [●], 2019 (the “Effective Date”), between CardConnect, LLC, a Delaware limited liability
company (the “Assignor”), and Shift4 Payments, LLC, a Nevada limited liability company (the
“Assignee”).

                              RECITALS

     A.   Assignor and Assignee have entered into that certain Asset Purchase Agreement
dated as of March 4, 2019 (the “Purchase Agreement”).

     B.   Pursuant to, and subject to the terms and conditions of, the Purchase Agreement,
Assignor has agreed to assign, transfer, convey and deliver to Assignee all of Assignor’s
right, title and interest in and to all of the contracts set forth on Schedule A (the “Assigned
Contracts”), and Assignee desires to accept such assignment of the Assigned Contracts and
assume all of the obligations and liabilities of Assignor, and to perform all of Assignor’s
duties and obligations, arising under the Assigned Contracts from and after the date hereof.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained
herein, the parties hereby agree as follows:

1.    Assignment. Effective as of the Effective Date, Assignor hereby sells, assigns,
transfers, conveys and delivers to Assignee, and Assignee hereby accepts, all of Assignor’s
right, title and interest in and to the Assigned Contracts.

2.    Assumption. Effective as of the Effective Date, Assignee hereby assumes and agrees
to pay, perform and discharge, in accordance with their respective terms, all liabilities and
obligations, known and unknown, under the Assigned Contracts, whether or not accrued,
contingent or otherwise, to the extent such liabilities or obligations arise, exist and relate
to the time period on or after the Effective Date.

3.    Further Assurances. Assignor and Assignee agree to take such further steps and
actions and to execute such additional documents as may be reasonably necessary or appropriate
to accomplish or give effect to the assignment, transfer and conveyance to Assignee of all of
Assignor’s right, title and interest in and to the Assigned Contracts.

4.    Benefit of Agreement. This Assignment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted assigns;
provided, that neither this Assignment nor any of the rights, interests and obligations of
either Assignor or Assignee may be assigned without the prior written consent of the other
party.

5.   Governing Law. This Assignment shall be construed and interpreted in accordance
with, and governed by, the laws of the State of Delaware, without respect to its conflict of
laws principles.

6.   No Third Party Beneficiaries. Nothing in this Assignment shall confer any rights
upon any person or entity other than the parties hereto and their respective successors and
permitted assigns.

7.   Counterparts. This Assignment may be executed in two or more identical counterparts,
all of which shall be considered one and the same agreement and each of which shall be deemed
an original.

8.   Interpretation. Except where otherwise expressly provided or unless the context
otherwise necessarily requires, all capitalized terms used but not otherwise defined herein
shall have the respective meanings set forth in the Purchase Agreement.

          [The Remainder of This Page is Intentionally Left Blank.]

          IN WITNESS WHEREOF, each of Assignor and Assignee has caused this Assignment to
be executed on its behalf by its duly authorized officer as of the Effective Date.

ASSIGNOR:

CardConnect, LLC

By:
    ------------------------------------
    Name:
    Title:

ASSIGNEE:

Shift4 Payments, LLC

By:   /s/ J. Isaacman
    ------------------------------------
    Name: J. Isaacman
    Title: Chief Exeuctive Officer