[Image of text message conversation. Time stamps are mostly visible.]

Taylor Lavery:
August 20, 2020, 7:14 PM
Just seeing if you made it through the hurricane

Jared Isaacman:
August 21, 2020, 10:36 AM
Hey bud...yeah all good. Sorry flying all week and no chance to catch-up. You have a good week?

Taylor Lavery:
August 21, 2020, 10:36 AM
All good
We are firing on all cylinders
Ready to handle the volume you are about
to drop on us?

Jared Isaacman:
August 21, 2020, 10:36 AM
I no longer believe in the first national volume discussion. We all know what happened there.

Taylor Lavery:
August 21, 2020, 10:37 AM
Haha
I remember
That was very painful

Jared Isaacman:
August 21, 2020, 10:37 AM
I have 500m reasons to find a more balanced processor relationship. I would like to make that work with you guys.

Taylor Lavery:
August 21, 2020, 10:38 AM
I know you do, it's a two way street though. We can't bend over completely backwards with no consideration coming back our way.

Jared Isaacman:
August 21, 2020, 10:38 AM
I get it...I will do my best. I get calls all day now. We both know where the tide is going.

Taylor Lavery:
August 21, 2020, 10:39 AM
Don't let em fool you.

Jared Isaacman:
August 21, 2020, 10:41 AM
Not at all... just looking for a reasonable partner as we reach very large scale.

Taylor Lavery:
August 21, 2020, 10:41 AM
How close are you to that 500m?

[Continuing text message conversation]

Jared Isaacman:
August 21, 2020, 10:42 AM
Should be able to get there by eoy. We will see.

Taylor Lavery:
August 21, 2020, 10:42 AM
We are here 1000%
Just need a bit of give and take

Jared Isaacman:
August 21, 2020, 10:42 AM
Agree...we doing OK right now? How is gateway performance?

Taylor Lavery:
August 21, 2020, 10:43 AM
Haven't seen any issues at all. I can check in with IT if you like?

Jared Isaacman:
August 21, 2020, 10:43 AM
Appreciate it

Jared Isaacman:
August 24, 2020, 1:06 PM
Give me a shout

Taylor Lavery:
August 24, 2020, 4:14 PM
You got it, calling now.

Jared Isaacman:
August 24, 2020, 1:06 PM
Give me a shout

[Image of text message conversation, with visible timestamps.]

Jared Isaacman:
September 1, 2020, 1:54 PM
Let's catch up today

Taylor Lavery:
September 1, 2020, 2:20 PM
Sounds good, how about 4:30?

Jared Isaacman:
September 1, 2020, 2:20 PM
Perfect

[Image of text message conversation, with timestamps.]

Jared Isaacman:
October 13, 2020, 1:53 AM
You alive?

Taylor Lavery:
October 13, 2020, 8:57 AM
Yessir, all good here.

Jared Isaacman:
October 13, 2020, 8:59 AM
Good...I spoke to Don and Brad yesterday. We are all aligned on a path forward here. I would also like to get you and I on the same page. I am on flights with limited connectivity until 8pm EST tonight. Try me late or we can do early am.

Taylor Lavery:
October 13, 2020, 8:59 AM
I am free after 5:30, give me a shout whenever.

Jared Isaacman:
October 13, 2020, 9:00 AM
👍

[Image of text message conversation.]

Jared Isaacman:
November 9, 9:53 AM
Give me a shout.

Taylor Lavery:
November 20, 12:43 PM
Hey Jared-
Getting ready for the holiday.
Wondering where we ended up on those emails?
I mentioned to legal but they hadn't seen
anything yet 🤷‍♂️

Jared Isaacman:
November 20, 12:44 PM
👍

[Text Message Screenshot - iPhone]

Jared Isaacman
December 2, 2020, 2:13pm
We really need to get this thing cleaned
up. I have to get on a number of customer zoom
calls in next two weeks to address the
gateway fee assessment in January and
show them how to get it eliminated.

Taylor Lavery:
December 2, 2020. 2:54PM
Completely understand and absolutely
agree this should have been cleaned up
much sooner. I believe you spoke to Brad
yesterday, however, if you would like to
discuss am happy to connect ASAP, just
say the word.

Jared Isaacman
December 2, 2020, 3:31PM
We are losing too many big customers
and I don't have answers....

Taylor Lavery
December 2, 2020, 4:01 PM
Just left you a voicemail.

Jared Isaacman:
December 8, 2020, 8:50am
Give me a shout when u can

Taylor Lavery
Dec 8, 2020, 9:26 PM
You got it

Dec 8, 9:26pm
calling now

[Text Message Screenshot - iPhone]

Jared Isaacman to Taylor Lavery
Can we catch up today please.
FEB 11, 2021 11:51AM

I want to run something by you and Brad.
Feb 15, 2021 11:33AM

Can you and Brad circle up on the attached please.
FEB 18, 2021, 9:03AM

All of these photos feature texts between Isaacman and Lavery, these are a continuation of Page 7.

Jared Isaacman to Taylor Lavery
Can we catch up today please.
FEB 11, 2021 11:51AM

I want to run something by you and Brad.
Feb 15, 2021 11:33AM

Can you and Brad circle up on the attached please.
FEB 18, 2021, 9:03AM

Sorry - got pulled into a few things
FEB 18, 2021, 5:32PM

Will review first thing tomorrow.

Ok.
FEB 18, 2021, 5:32 PM

Give me a call when u can
FEB 25, 2021, 6:43 PM

You around?
MARCH 1, 2021, 11:54 AM

Call me please
MARCH 5, 2021, 11:27 AM

I'd like to pull closure to this
MARCH 17, 2021, 9:45 PM

I don't understand what is going on. I
have been texting, calling and emailing
now for two weeks to close this out.
MARCH 23, 2021, 7:03 PM

Header Row:  Customer Name | Terminal ID | MID | Current Gateway | Volume May-20 | Volume Jun-20 | Volume Jul-20 | Projected Volume | Notes

[Following rows are data entries corresponding to the headers.  The customer names and IDs are specific but not inherently meaningful without further context. The volume numbers are numerical, representing transaction volume.]
B&B Theatres | 4181790 | 756394778890124 | Shift4, Shift4-1, Shift4-2 | 1921649.55 | 4,674,637.53 | 5,001,764.91 | 5,000,0  00.00 | Projected volume based on July with
reduction in seating|
B&B Theatres | 4129421| 756394778890041 | Shift4, Shift4-1, Shift4-2|142,857.93|    612,078.84 |817,131.87|800,000|Projected close to July due to restrictions
B&B Theatres |4129438|  756394778890058|    Shift4, Shift4-1, Shift4-2| 249,312.74  |353,498.20 |650,256.37|    650,000.00| Volume is increasing in Florida|
... (and so on for many rows) ...

Financial Data Sheet.

Header Row:  Merchant | Total Volume | Card Connect Volume | % Volume on Card Connect

[Following rows list merchants and the associated volume figures.  The key here is comparing the total volume with the volume processed by Card Connect.]
24TH STREET PARTNERS LLC | 13,596.26 | 13,596.26 | 100.00
4 SEASONS | 158,971.99 |    158,971.99 | 100.00
417 TAP HOUSE |     94,972.92 |         94,972.92 | 100.00
7 BREW - DOWNTOWN | 20,581.51 |         20,581.51 | 100.00
99 RESTAURANT | 285,147.12  | 285,115.16    |99.99
AC MARRIOTT GREENVILLE | 1,245.79 |         1,245.79 | 100.00
... (and many more rows) ...

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE

CARD CONNECT, LLC,

Plaintiff,

v.
C.A. No. 21-1275-GBW
SHIFT4 PAYMENTS, LLC and
SHIFT4 PAYMENTS (CA), LLC,

Defendants.

DECLARATION OF JARED ISAACMAN IN OPPOSITION TO
PLAINTIFF'S MOTION FOR PARTIAL SUMMARY JUDGMENT

I, Jared Isaacman, declare as follows:

1.  I am over the age of 21 and am otherwise competent to testify to the matters set forth in this Declaration. I have personal knowledge of the facts set forth herein
    through my position and the records I have reviewed, and if called as a witness, I could and would competently testify to the truth of each of the facts set forth herein.

2.  I am the Chief Executive Officer of Shift4 Payments, Inc. ("Shift4"), a position I have held since I founded the predecessor to Shift4 in 1999. Shift4 provides secure
    payment processing solutions to merchants, including integrated payment processing, point-of-sale software and hardware, and other services. I have served as the Chief
    Executive Officer through Shift4's various iterations: from its initial form starting in 1999 to the present public company following an initial public offering in June 2020 (the
    "IPO").

3.   For the period from in or around 2017 through the present, I have been responsible for overseeing Shift4's operations, including overseeing its processing
    relationships. I have approved all decisions related to the subject of this litigation. I was also responsible, either personally or through my role in supervising
    Shift4 employees, for communicating with representatives of Card Connect, LLC ("Card Connect"). I was regularly involved in calls and other communications with Card
    Connect.

4.    In or around the Fall of 2017, Card Connect approached Shift4 about the possibility of using Card Connect for payment processing services. Card Connect and
    Shift4 had previously discussed using Card Connect as a processor, including in and around 2015, but Shift4 declined due to volume and pricing concerns.
    I was involved in those prior discussions.

5.    Later, Card Connect again approached Shift4 about using Card Connect for payment processing services. I understood that Card Connect was looking to add
    payment volume and potentially use that volume to establish a direct connection with American Express. One of Shift4's existing
    processors, Elavon, also had that capability, but Elavon was not performing adequately.

6.  I understood that Card Connect's platform was not capable of supporting Shift4's business when we entered the Amended and Restated Merchant Sales Agreement
    (the "MSA").

7.   My understanding that Card Connect's platform was not capable of supporting all of Shift4's needs was informed by a test run we conducted with Card Connect
    prior to entering the MSA. In late 2017, we "turned on" Card Connect for a short time, and its gateway was almost immediately unable to handle the load.

8.   Based on my experience in the payments industry and with this test run in late 2017, I knew that it would take considerable time for Card Connect to build its
    platform to support Shift4's volume, despite their insistence that they could build it quickly.

9. My expectation was that Card Connect would continue to expand its platform and capabilities, including the direct connection to American Express,

10. I was aware of the $5 million Termination Fee in MSA § 1.1.8. It was my understanding that, if Shift4 was able to use Card Connect as a processor, consistent with
    Shift4's practices, that Card Connect would receive substantial revenue from the volume processed under the MSA. Accordingly, I did not view the $5 million Termination Fee as a
    reasonable estimate of Card Connect's damages.

11. Section 1.1.8 was not the focus of negotiations regarding the MSA.
    Rather, the financial terms in MSA § 1.1.4 were more heavily negotiated.

12. I recall Card Connect initially proposed a lower revenue split (more money for Card Connect).

13. I also recall requesting greater flexibility with respect to using Card Connect's gateway, which, with modification, ultimately became Schedule B to the MSA. The
    purpose of Schedule B was to recognize the reality that Card Connect's gateway could not be used for all of Shift4's gateway needs. This was
    something that remained the case for the duration of the MSA.

14. Schedule B specifically acknowledged, based on the experience of the parties as of the effective date, that there would be cases where Shift4, directly or through or
    its sub-ISOs, would use its own or other third-party Gateways, including in the case of certain customers requiring use of a non-Card Connect gateway. It was the understanding and contemplation
    of the parties, as reflected in Schedule B, that in certain instances it was not mandatory that Card Connect's gateway be used, and that Card Connect's gateway would not be used.

15. I understood that Shift4 had the authority to add processors at its
    discretion. My understanding was informed by my experience in the payments industry, including my negotiations with Card Connect, as well as my prior work as
    an ISO for other processors and my own development of a payment gateway.

16. It was never my intent from entering into the MSA for Shift4 and Card Connect to be exclusive partners. It was critical to the ongoing operations of my business that
    Shift4 maintain multiple processing relationships and not be exclusive to any one processing partner. Exclusivity would place all of the risk on Shift4.

17. In fact, consistent with my intent not to be exclusive to Card Connect, I insisted that the language in MSA § 1.1.6 say that "Card Connect shall be one of
    [Shift4's] authorized credit card processors for the Merchant Services."

18. Card Connect confirmed this understanding both internally and in its communications with Shift4.

19.     For example, in or around April 2018, Card Connect personnel
    internally recognized that Shift4 would have multiple processing partners.

20.     In addition, in or around July 2019, Card Connect personnel
    acknowledged and agreed that Shift4 would be working with another processing partner.

21.     In or around August 2019, Card Connect specifically recognized that it would not
    be getting all of Shift4's processing business.

22.     Also in or around August 2019, Card Connect acknowledged that Shift4 could
    choose another processor to process transactions, even if they were capable of processing such transactions.
    I recall Card Connect's acknowledgement of this fact, and recall that I
    agreed with their characterization. Indeed, the ability to make choices for our business was
    critical for us.

23. Again in or around June 2020, Card Connect personnel internally
    recognized that Shift4 had multiple processing partners.

24. Card Connect never informed me that it had an expectation of "all or nothing" in connection with the MSA until in or around late 2020, after the disagreement between the parties had erupted regarding Shift4's addition of
    additional processors earlier that year.

25. Nor did Card Connect ever inform me of its view that MSA § 10.2
    restricted Shift4 from working with other processors. I believed that provision related
    to solicitation, consistent with its text. My understanding was based on the text of
    MSA § 10.2, my negotiation of the language that Shift4 was agreeing to be one of
    Card Connect's authorized processors, and my years of experience in the industry.

26.     I was also aware that Shift4's sub-ISOs would use other processors.
    Shift4's sub-ISOs were free to use whatever processors they chose. It was never my understanding that the MSA restricted sub-ISOs from using processors
    other than Card Connect.

27.     I understood that, under the MSA, Shift4 was providing services to
    Card Connect by processing transactions.

28.     I understood that the pricing under the MSA was tied to volume tiers.
    The purpose of those tiers was to incentivize greater volume to Card Connect.
    Greater volume would lead to a lower cost of processing, which would be passed on
    to Shift4.

29.     Throughout the MSA, Card Connect continued to acknowledge the existence
    of other processors.

30.  Later, after Shift4's IPO, Card Connect sought to leverage Shift4's recent public offering and significant increase in volume to pressure Card Connect into
    renegotiating the terms of the MSA.

31. On multiple occasions in or around the fall of 2020, Card Connect
    personnel stated that Card Connect should have demanded a greater revenue split
    in connection with negotiating the MSA in 2017 and sought to use that as justification for
    renegotiating the existing MSA.

32. Internally, Card Connect personnel even circulated a draft analysis to show how much additional revenue Card Connect would have recognized if they had
    negotiated a different deal beginning in 2017.

33.     For example, on or around October 12, 2020, I had a discussion with
    Card Connect President, Don Bushley, where he acknowledged that the deal terms—specifically the revenue split—were more favorable to Shift4 and
    remarked that Card Connect only wanted to be "fair." A true and correct copy of a text message exchange reflecting this conversation is attached hereto as Exhibit A.

34.     Card Connect also took actions consistent with the position that the MSA needed to be changed. In addition to raising issues surrounding Shift4's use of
    processors, Card Connect started making allegations that Shift4's use of its own gateway product—an issue that had never previously been raised in the entire
    course of dealing—was a "breach" of the MSA.

35.     Card Connect also began charging Shift4 a "gateway fee," purportedly
    authorized under Schedule B of the MSA, even though, as I understood it, the requirements for assessing the gateway fee had not been met. From my
    understanding, the gateway fee was not proper as, among other things, it was being applied to merchants that had never used Card Connect's services, including the
    merchants identified in Schedule B as using Shift4's gateway.

36.     This fee was never authorized by Shift4. Moreover, as I understood it,
    the purported ability to assess fees was intended to offset the costs of maintaining a
    gateway, which I believed was duplicative cost with what Card Connect was already receiving in connection with processing transactions.

37.     Shift4 was not aware of this assessment until on or around November 18, 2020, when we discovered it was being assessed.

38.     Even then, Card Connect did not give Shift4 any warning or explanation
    for the fee.

39.     I felt that Card Connect was using the gateway fee to extort a new deal
    from Shift4.

40.     Card Connect never provided any data in discovery regarding its gateway
    fee, including how the fee was calculated for any merchant or gateway customer.

41.     I also recall Card Connect's position that if Shift4 did not process its
    transactions through Card Connect, then Shift4 would have to pay to move off of Card

[END OF DECLARATION - SIGNATURE PAGE FOLLOWS]

[Text message screenshot - iPhone]
Don Bushley and Jared Isaacman

Jared Isaacman:
October 12, 4:48PM
Hey Don...I think everyone is getting pretty worked up on this topic and no
reason for it. You, me, Taylor and Brad know what the original deal was.
You know when we did the deal, the economics were far better for me
so there was incentive to throw a lot of business your way - 100% and
you know no one believed that was going to happen which is why there
is a 5m termination fee. You also know in such a scenario we are not
going to be doing business together anymore so the agreement needed to
terminate and we would have been happy to give you time beyond the
expiration term to move your merchants. Then fast forward to an IPO and
everything is at a scale that changes everything. I'm not looking to screw
you over and just want some balance. I believe Brad is on that same page.
I assume we should just cut right through it and make this partnership
sustainable.

Don Bushley:
October 12, 6:35 PM

Hey Jared, I appreciate you reaching
out directly and I agree that we need to
find the right balance . I don't think anyone
is trying to screw the other but just to be "fair"
based on current state. Brad and I will catch
up this evening after he has some more
conversations on the west coast to see if we
can figure this out .
Again, I appreciate your willingness to work
through this together

From: McCurry, Ryan
Sent: Tuesday, January 19, 2021 6:01 PM
To: Bushley, Don; Lavery, Taylor
Subject: Shift4 Model

Don/Taylor - Attached is the requested analysis of our earnings for Shift4 under the current agreement

vs the proposed model assuming various growth projections.

Please let me know if you have any questions.

Thanks,

Ryan

Ryan McCurry | Finance Director
CardConnect | Merchant Joint Ventures
Fiserv

Headers:
| Scenario | Shift4 Volume | Current Year Net Revenue | Proposed Net Revenue | Incremental Revenue/(Loss) | Breakeven Volume |
|---|---|---|---|---|---|
| Base Case | \$8,000,000,000 | \$5,487,156 | \$7,816,793 | \$2,329,637 | \$4,772,426,719 |
| Scenario 1 | \$12,000,000,000 | \$8,647,159 | \$12,191,793 | \$3,544,634 |  |
| Scenario 2 | \$16,000,000,000 | \$11,807,159 | \$16,566,793 | \$4,759,634 |  |
| Scenario 3 | \$20,000,000,000 | \$14,967,159 | \$20,941,793 | \$5,974,634 |  |

From:   Herring, Bradley
Sent:   Tuesday, January 19, 2021 6:05 PM
To: McCurry, Ryan; Bushley, Don; Lavery, Taylor
Subject:    RE: Shift4 Model

Thanks

From: McCurry, Ryan
Sent: Tuesday, January 19, 2021 6:01 PM
To: Bushley, Don; Lavery, Taylor
Subject: Shift4 Model

Don/Taylor - Attached is the requested analysis of our earnings for Shift4 under the current agreement
vs the proposed model assuming various growth projections.

Please let me know if you have any questions.

Ryan

Ryan McCurry | Finance Director
CardConnect | Merchant Joint Ventures