From: J. [Jered] Isaacman
Sent: Friday, August 18, 2017 5:47 PM
To: David [Gruber]
Cc: Taylor [Maranon]; Joe [Giannandrea]
Subject: CardConnect Deal

Dave,
The subject of unwinding the CardConnect transaction came up today, again, during a call
with at least one PE.
The first time it was discussed, that I recall, was at the Sky Club in Detroit right after we
signed the merger agreement. I was pretty surprised it came up then because (i) it's
inconsistent with our pre-closing obligations (ii) pretty sure the merger agreement
contemplates it would be us - Shift4 - on the hook for the $15M break-up fee as your
shareholders would still vote to approve the transaction (iii) the odds of such a thing must be
very low.
The subject came up again today in the context of our original plan for the combined
companies that anticipated the elimination of >75 redundant jobs (lay-offs). I mentioned
the merger agreement included specific language directing us to use our best efforts to
retain the CardConnect resources for at least 12 months after the close of the transaction.
This seemed somewhat problematic in that it made it more challenging to eliminate $15M
of expense from the combined companies.
While I believed it highly unlikely that CardConnect would be unwound from Shift4
following the acquisition, I certainly had/have an obligation to inquire as the range of
potential outcomes also include (i) Shift4 being acquired (ii) Shift4 completing an IPO. I also
did say on the call the CardConnect team should not be concerned about an unwinding as it
is so unlikely although I'm sure the mere mention of the topic isn't ideal.
I'd appreciate it if you could share this email with Jeff. We have a good relationship and I
wouldn't want him to think I am going behind his back or saying things that would (i) cause
the CardConnect team to exit before the transaction closes or (ii) encourage litigation.

Thanks,
J.

Jared Isaacman
Chief Executive Officer

From:    J. [Jered] Isaacman
To:  David [Gruber]; Sam [Gritz]
Cc:  Taylor [Maranon]; Jordan [Frankel]
Subject:     FW: Draft Agenda - Call with Jeff, Angelo and Brian
Date:    Tuesday, April 17, 2018 4:26:43 PM

FYI only.

Jared Isaacman
Chief Executive Officer
Office: (484) 735-0201
Mobile:
jisaacman@shift4.com

From: J. Isaacman
Sent: Monday, April 16, 2018 6:26 PM
To: Randy S. [Salmons]; Dan B. [Betram]
Subject: Draft Agenda - Call with Jeff, Angelo and Brian

Randy and Dan,

Please see the below. I 100% agree that the below 1-4 should be delivered 100% by me
alone as it is the result of my independent decisions without any influence from others
(although obviously everyone is aware of my position at this point).
1.  CardConnect. I continue to believe that the CardConnect transaction should be
    unwound. CardPointe nor the related sales channels are the future of this business,
    the former First Data relationship is in acceleration decline and is no more than a
    melting ice cube, and all of the cost saving assumptions we made at the time of the
    transaction (i.e. people and technology) are no longer applicable. From my perspective,
    we paid ~$50M for CardPointe and the underlying technology environment, which is not
    something that fits in our long-term plans. I also have concerns, although they are more
    difficult to prove, that the company's volume commitments to First Data were nearing
    breach levels on the day the transaction was signed. I am also concerned that after we
    took over $6M of cost out of the CardConnect ISV team, much of the anticipated
    growth began to come in well south of plan. It has been ~10 months now since we paid

    $50M and the near-term returns do not look promising and the long-term returns are
    more uncertain. We cannot operate this business to $15M in near-term EBITDA. The
    transaction does not make sense to me and it would be negligent and irresponsible to
    just sit idle and watch a business, we acquired less than 10 months ago, deteriorate. The
    sale of CardConnect should put at least $50-75M in cash back in our accounts and
    eliminate all of the distractions that are weighing on our core business.
2.   First Data Relationship. As with CardConnect, I also believe that the anticipated value
    of the First Data relationship has deteriorated since the completion of the transaction. I
    am sure the First Data relationship was optimized for the prior ownership but in a very
    different environment and circumstances. We now process all customer volume, which
    comes with a considerable amount of cost and revenue responsibilities to First Data
    that were not our responsibility prior to the acquisition. We essentially have to pay First
    Data ~$8M of what would have been our profits and at considerable risk should we
    breach our minimum volume commitments, which as per above become increasingly
    more likely with the deteriorating profitability of the legacy CardConnect direct book of
    business. It does make sense for us to explore a buy-out of the First Data contract and
    determine, with certainty, that it is financially prudent to execute on such a strategy.
3.  Resourcing. We also made a commitment, at the time of the transaction, that we would
    retain virtually all CardConnect employees for 12 months following the acquisition. The
    spirit of the agreement was, I believe, to allow us to complete adequate diligence before
    any changes were made. Now, ~10 months later, it is very clear that there is substantial
    redundancy, inefficiency and simply too many people to maintain the right operating
    margins of the company. I estimate that there is at least $10-20M of redundancy. I do not
    see any benefit with kicking the can down the road in the hope that by eliminating this
    cost in the future we can grow into it because (i) the anticipated growth is simply not
    going to materialize (ii) the growth is largely dependent, such as with the ISV book, on
    First Data economics and pricing. Regardless, we have always generated record profits
    as a very lean and operationally efficient business. We will not be able slow our
    deterioration, at our current cost structure, within the existing First Data and
    CardConnect relationships.
4.  Management Changes. I have lost confidence in Jeff's ability to deliver consistent with
    our expectations both from an operating and management perspective. Jeff continues
    to communicate in extremes, which I have addressed with him, but it has continued. For
    example, 180 days ago Jeff was adamant that we should not buy out the First Data
    contract and now he is equally adamant that we must buy-out First Data immediately.
    He was equally adamant, and celebrated the acquisition, of a $1M ARR payment
    facilitator when in reality it will probably never even approach generating 1/3rd of that
    amount, which is why it was sold in the first place. Jeff recommended we take $5-6M of
    cost out of the ISV book, which we did, and has performed very poorly since then
    because it was the sales team and supporting personnel. We are going to struggle just
    to make the $15M 2018 guidance. Jeff, at his core, remains a salesman (with a technical
    background) and not an effective CFO capable of seeing the future and charting a path
    toward it. For example, he has very little enthusiasm for any of our products that are
    not sold in one of his channels and that includes Lighthouse, our Marketplace, Table
    Pay, QSR and the many other areas where we had been out-performing the legacy

    CardConnect products before the transaction even took place. For all of these reasons, I
    believe we should move Randy to the CFO role immediately and bring in a seasoned
    veteran to pursue the sale of CardConnect and a buy-out of First Data. I have identified
    someone that is suitable for this task from within our organization.

    Jeff. I respect that you have likely created a lot of wealth, and you are a good family fan.

    I do not doubt, for a moment, that you want to do a good job. I think you just operate best
    in a far smaller environment with less complexity and variability.

Sam [Gritz].

From:           J. [Jered] Isaacman
Sent:           Friday, November 2, 2018 11:45 AM
To:             Jeff S. [Shanahan]
Cc:             Taylor [Maranon]
Subject:        Fwd: Breach of Contract - Response Required - URGENT

Jeff,

We just had an all hands call this morning where you shared your perspectives of FDC.
There was no mention of this. For the record, I think this is absurd and we should stick to
our response that we do not agree and there is nothing to cure. Please let me know when
we are sending the attached.

I am on a plane about to take off to Vegas. Feel free to continue this exchange with
Taylor who is copied.

Thanks,
J.

Jared Isaacman
Chief Executive Officer
Begin forwarded message:

From: "Scott.L.Goldfarb" <Scott.L.Goldfarb@firstdata.com>
Date: November 2, 2018 at 11:22:11 AM EDT
To: "'jshanahan@cardconnect.com'" <jshanahan@cardconnect.com>
Cc: "'ndupuis@cardconnect.com'" <ndupuis@cardconnect.com>,
"'kglynch@cardconnect.com'" <kglynch@cardconnect.com>, "'legalnotice@firstdata.com'"
<legalnotice@firstdata.com>
Subject: Breach of Contract - Response Required - URGENT

EXTERNAL EMAIL DO NOT CLICK links or attachments unless you recognize the sender
and know the content is safe.

Jeff:

We understand that you were traveling this week, so wanted to follow up in writing with
respect to the discussions that Dan and I had with you and Nate on Monday.

First Data has serious and time-sensitive concerns that Card Connect, LLC, as successor to
CardConnect, is in breach of multiple provisions of the Agreement.

First, on October 21, 2018, Card Connect advised First Data of its belief that the pricing
provisions of the Agreement were too restrictive, that Card Connect's business with First
Data was losing money, and that you intended to move customer accounts to another
processor. Card Connect made good on that threat by beginning to board accounts at TSYS
last week. No provision of the Agreement permits you to divert customers to a competitor
like TSYS, and any accounts boarded elsewhere must be immediately transitioned back to
First Data.

Second, your purported termination of the Payroc portfolio to facilitate its acquisition of
that business is not authorized by the Agreement, and constitutes a further breach. That
termination, as we understand it, was provided to Payroc on September 24 (after you
discussed the matter with A.G. on September 20). But nowhere is there any right to
unilaterally terminate any portfolio (or any corresponding obligation of First Data to accept
such a termination).

Third, not only are your attempted actions unauthorized, but they have significantly
reduced the Portfolio Value (as defined in the Agreement), and in so doing, have deprived
First Data of the benefits of its bargain under the Agreement and under the CardConnect
Operating, LLC operating agreement you signed at the closing.

Fourth, Card Connect has failed to take prompt and diligent corrective action with respect
to the onboarding practice of the Blue Dog business (which First Data discovered on
October 31), to terminate the practice, and to remediate the harm resulting from that
conduct.

We understand that you have raised questions about the non-solicit provision and other
provisions in the Agreement, and in particular Section 6.1(c). We strongly disagree with
your interpretation of that section, and question whether it is being asserted in good faith:
Section 6.1(c), by its plain terms, provides deal protection if Shift4, as indirect parent of
CardConnect, pursues an M&A transaction. It does not authorize the subsidiary to terminate
the Agreement, to ignore the exclusivity obligations, or otherwise deprive First Data of its
contract rights if Shift4 exits the payments business.

We understand, based on your recent presentation that you have already re-boarded 500
merchants to TSYS. You may have further plans to board accounts elsewhere. We also
understand that the loss of merchants to TSYS, conversion of accounts to cash discount,
and the purported termination of the Payroc relationship have severely impacted our revenue
stream. The ongoing breaches of the Agreement and the substantial damages that result
require immediate action. (emphasis added)

From:            J. [Jered] Isaacman
Sent:           Friday, November 30, 2018 4:40 PM
To:             Daniel B. [Bertram]
Cc:             Randy S. [Salmons]
Subject:        Email

Dan,

I wanted to take a moment to express my concerns from the recent discussions within FDC
as it will create an unnecessary distraction and require the company, specificially
CardConnect to commit additiional resources to audit our books.

As you know, we acquired CardConnect just ~16 months ago. At the time of the
transaction, the CardConnect P&L consisted of the legacy CardConnect direct book, the
joint venture relationship with FDC, and some ISV and gateway business.

I expressed to both you and Guy an interest in having FDC buy out CardConnect from the
joint venture following the completion of the transaction. I did specifically say, in either
January or February ofthis year (I think you were present for the conversation outside of
security), in Manhattan that “I just want to be a normal customer” with our own pricing socan
compete effectively. The suggestion was rebuked in that it would just “transfer margin from
one pocket to another”. This was not my intent at all, as the margins were very different
between what we could recceive as a “normal customer” and what we could get within the
joint venture.

In my view, we exhausted every avenue to be successful within that legacy joint venture
relationship. This included taking millions of dollars of cost out of the CardCcmnect ISV
business in King of Prussia, which I regret doing, in order to lean out the P&L. It has also
included countless management hours consumed, in vain, to find some avenue of growth
that the business, at its core, was just melting ice cube with economics that were no longer
workable. It was a business built, and optimized, well before we were even involved and
for a very different time.

Additionally, as Randy has shared on numerous occasions, it should come as no surprise to
FDC that we had executed other processing agreements. I did want to share with you that
our agreement within TSYS was signed weeks before you first delivered any mention of a
breach to us, which could have easily been addressed in your October trip to Vegas. We have
many reasons to diversify our processing capabilities to include reducing concentration
risk, maintaining a disaster recovery capability, providing redundancy and to maintain
competitive pricing within our customer base – all of which should have been anticipated by
FDC.

For all of these reasons, I do not beleive there is any merit in revisiting the decisions that
have been made. I also believe the best avenue for growth, for both us and FDC, is to
embrace the counsel we shared with you in our October trip to Vegas in that we could be a
great “customer” with the right “retention” economics, which you certainly must have
adopted for some channel partners already or they would all be out of business and
competing with their customers directly.

Regards,
J.

Jared Isaacman

From: J. [Jered] Isaacman
Sent: Tuesday, April 09, 2019 9:49 AM
To: Dan B. [Betram]
Subject: Re:

This email is to confirm that I (Jared Isaacman) can be reached at my cell phone ... at any
time this week to discuss how to move forward with the CardConnect / FDC relationship. I
do not have any travel plans where I will be unavailable. I can also now be reached at my
home phone number.

Thanks,

From: J. [Jered] Isaacman <jisaacman@shift4.com>
Sent: Monday, January 28, 2019 9:18 PM
To: 'Dan B. [Bertram]' <Daniel.Betram@firstdata.com>
Cc: 'Randy S. [Salmons]' <rsalmons@shift4.com>
Subject: Meeting- Shift4 - FDC - CardConnect

Dan,

I am writing to confirm in-person meeting at your offices in Atlanta
... for Thursday, January
31st or Friday, February 1st as you indicated either would work.

I understand you mentioned the purpose of the meeting to “clear up any potential misunderstandings”. I
interpret this to mean that FDC has no intention of putting forth a reasonable proposal to resolve the current
dispute involving CardConnect (the “Dispute”) and that any prior preliminary settlement offers made by
FDC have since been rescinded.

I want to be clear, as I have shared with you on numerous occasions, including but not limited to our call on
October 12, 2018 and in-person meeting on October 18, 2018, that there is no merit to the Dispute and that the
legacy CardConnect P&L and corresponding products, services and reseller channels are on an accelerated
path of decline. The CardConnect P&L, as evidenced by recent financial and performance reports,
continues to deteriorate at an accelerated pace as we informed you, and warned, would be the case on our
October 12, 2018 call.

Specifically, the CardConnect P&L and its financial and operational contributions that are derived from
the legacy (i) CardConnect direct book of merchants (ii) ISV program (i.e. that was resourced out of King of
Prussia) (iii) CardPointe product and related derivatives are, as a whole, distressed. There is not a single area
of positive performance we can identify within the CardConnect P&L.

The preliminary settlement offers put forth to-date by FDC, inclusive of the most recent reduction delivered
verbally by phone by you, would not yield a resolution to the dispute but simply prolong it. For example, the
current, and vastly inferior terms of the current CardConnect P&L (i.e. from the JV relationship between
FDC and CardConnect agreed to prior to Shift4’s acquisition of CardConnect), which are directly
responsible for the present dispute, would remain almost entirely unchanged in all of the preliminary
settlement offers put forth by FDC. Additionally, the current Dispute as negatively impacted the enterprise
value of Shift4 as the mere existence of the Dispute has prevented us from pursuing transactions, including
but not limited to M&A or capital raising in nature, and could continue to limit our ability to execute various
corporate initiatives for months or potentially years without a resolution. The present costs, in terms of the
decline of the CardConnect P&L, financial implications to Shift4, management time consumed and
potential impact to the enterprise value of Shift4, are overwhelmingly greater than any of the perceived
benefits from the preliminary settlement offers made by Frank, yourself and others at FDC, which is why we
have invested considerable management resources in contingency plans to address the Dispute.

We request FDC cease making any further compromises to its own preliminary settlement offers to resolve
the Dispute by means of reducing an already immaterial break-up fee, removing minimum volume
commitments and other insignificant changes to the present terms. This is simply not going to yield a
mutually agreeable resolution to the Dispute. We have absolutely no interest in continuing the Dispute
longer than is necessary and have every motivation to move quickly, which is why, consistent with my prior
communications, we are taking specific, measurable and material steps to address the Dispute and its
present consequences.

Please give this matter its due consideration.

Regards,
J.

Jared Isaacman
Chief Executive Officer

Second, your purported termination of the Payroc portfolio to facilitate its acquisition of
that business is not authorized by the Agreement, and constitutes a further breach. That
termination, as we understand it, was provided to Payroc on September 24 (after you
discussed the matter with A.G. on September 20).