From: Jared Isaacman
Sent: Saturday, March 5, 2022 9:18 PM
To: Draken Isaacman
Subject: Fwd: URGENT - SENSITIVE - Project Bolt - Remaining diligence items

Can you please read the below.
We are not getting anywhere. The diligence we are getting is completely unacceptable on all fronts - compliance, finance, ops, legal, tech.
And they are 2 weeks past a deadline. It's a joke.
I don't want a repeat of what happened to you on Shift4.
Everyone-stay calm and professional.

Begin forwarded message:

From: Jordan Frankel
Date: March 5, 2022 at 9:05:18 PM EST
To: Jared Isaacman Taylor Lavery, Donald Isaacman
Cc: [REDACTED]
Subject: Re: URGENT - SENSITIVE - Project Bolt- Remaining diligence items

I do not want to pile on here but this is consistent and I do think justified based on the many, inconsistent, incomplete and concerning
responses.
We really need to get to what really is or is not here.

Sent from my iPhone

On Mar 5, 2022, at 8:54 PM, Jared Isaacman wrote:

All,

See below on Finaro.

I am very concerned. It seems we are not getting adequate information disclosure on many fronts - compliance, finance, legal, operations and technology. It is also well outside the agreed upon timeline in the LOI (by
>2 weeks back on 2/18). Every day that goes by makes me more concerned about this transaction.

I also, based on the most recent diligence, believe our models (revenue, EBITDA, volume) do not have integrity and almost certainly will prove too optimistic once this is all reconciled.

I would suggest we take a similar approach as we did with 3d after the first failed integration.
1. Assume our model has no integrity until proven otherwise.
2. Engage an outside firm to assist on the accounting and finance diligence. I can't emphasize this enough. We are flying blind and likely building on a poor foundation. We went cheap and should know better now.
3. No one should travel for integration activities until #1 and #2 are satisfied. This is a waste of time and a distraction. Only when the foundation is known and accurate should we proceed.
4. There is information at Finaro that is just not on public record that is very concerning. See the EverCompliant report. We can't get comfortable here for a lot of reasons.
5. A lot will say there is a big difference between a $60M and 12x EBITDA business (3d) and a $575M one. Well, if we have
     to keep putting capital in it, cutting employees, dealing with endless regulation, integrating it, etc. it is a distraction and we have better things to do.

I think we should follow the above and, if we are not on a path to get comfortable soon, we walk now before we are forced to
close by the end of the Q or else face litigation.

Jared

From: [REDACTED]
Sent: Tuesday, March 8, 2022 7:17:39 AM
To: [REDACTED]
Subject: Re: News

Looks like they froze some of the yachts too

Sent from my iPhone

On Mar 8, 2022, at 7:10 AM, Taylor Lavery
[REDACTED] wrote:

Who do you think the "others" are?

https: // www.
[REDACTED]
.com/markets/europe/german-authorities-seize-russian-billionaire-alisher-usmanovs-500-million-superyacht-sources-2022-3

German Authorities Seize Russian Billionaire Alisher Usmanov's
$600 Million Superyacht: Sources

[REDACTED]

On Mar 7, 2022, at 11:03 PM, Jared Isaacman wrote:
Also, is there any validity to Finaro owning a plane?
Sent from my iPhone

On Mar 7, 2022, at 10:56 PM, Jared Isaacman wrote:

Also, I assume we have Finaro on some watch list,
[REDACTED]
right?

Sent from my iPhone

> On Mar 7, 2022, at 10:45 PM, Jared Isaacman wrote:
>
> Keep digging...
> [REDACTED]
> Sent from my iPhone

From: [REDACTED]
Sent: Tuesday, March 08, 2022 9:42 AM
To: Jared Isaacman
Cc: [REDACTED]
Subject: Re: Finaro UBO

I will provide you with an updated org chart today.

[REDACTED]

Sent: Tuesday, March 08, 2022 09:21 AM Eastern Standard Time
To: [REDACTED]
Cc: [REDACTED]
Subject: Finaro UBO

[REDACTED]

Can you please pull the latest org chart for Finaro that shows the
UBO?

Thanks

Sent from my iPhone

From:Bradley Miller
Sent: Tuesday, March 8, 2022 10:58:26 AM
To: Jared Isaacman Cc: [REDACTED]
Subject: Re: Project Bolt - Org Chart

For 100% clarity on our end - the beneficial ownership we care about are the ultimate human beings at the top of the org chart.

The levels of indirection and complexity here are immense, which alone makes me think there are problems. Plus the beneficial owners that we *can* see are already problematic from a sanctions/reputational perspective. I have no comfort at all that we know the true economics of this deal or who we're really buying this from.

On Mar 8, 2022, at 10:51 AM, Jared Isaacman wrote:
All
I just got of the phone with [REDACTED]
1. He said he would be shocked if [REDACTED] had any involvement in Finaro. He said [REDACTED] would be the first to know and he is not aware.
2. He indicated the UBO's shown in the attached are correct. The 10% owner [REDACTED] is not the issue. There is just a lot
     of complexity due to the funds they have raised.
3. He said he would endorse working with another, larger firm to help with diligence.
4. He offered for us to meet their team, including the founder of Finaro ([REDACTED]), as soon as we can make it to
     [REDACTED]. As they are flying blind as to our sudden cold feet, I do not think this is a bad idea.
5. He offered to contact [REDACTED] on our behalf.

I do not think we should take any action until we have legal, compliance and finance fully button up and answer all
outstanding questions. I can't get comfortable with the unknown unknowns, which seem to be everywhere here.

Sent from my iPhone

On Mar 8, 2022, at 10:27 AM, Bradley Miller < wrote:

I'm meeting with legal now on this and a few other matters.

[REDACTED]

From: Jared Isaacman
Sent: Tuesday, March 8, 2022 8:36:24 PM
To: [REDACTED]
Subject: Re: Finaro

I've said my piece.

Sent from my iPhone
On Mar 8, 2022, at 8:21 PM, [REDACTED]

wrote:
[REDACTED] a question for you: given all of the diligence challenges, how do you get
comfortable with the beneficial ownership of Finaro?
[REDACTED]