From: J. Isaacs
Sent: Thursday, May 25, 2017 9:10 PM
To: Taylor Lavery <tlavery@shift4.com>
Cc: J. Isaacs
Subject: Re:

Yep-and I'll send financials to Justin tomorrow

Get Outlook for iOS<https://aka.ms/o0ukef>
________________________________
From: Taylor Lavery <tlavery@shift4.com>
Sent: Thursday, May 25, 2017 9:08:22 PM
To: J. Isaacs
Subject: Re:

Ok I'II get it knocked out in the am. Can you send them the financials?

Sent from my iPhone

> On May 25, 2017, at 8:58 PM, J. Isaacs <jisaacs@shift4.com> wrote:
>
> If you could do a draft of the deck you're working on that would be great
>
>> On May 25, 2017, at 8:54 PM, J. Isaacs <jisaacs@shift4.com> wrote:
>>
>> Can you do those 2 things for me tomorrow? I need to get a bank c
>> tomorrow.
>>
>> Get Outlook for iOS<https://aka.ms/o0ukef>

Yesterday
Are we going to have an issue
with delivering audited financials
by June 30?

No

Perfect 9:10 PM

From:   Jeffrey W. Brown [jeffrey.w.brown@pwc.com]
Sent:   Friday, July 27, 2018 3:59 PM
To: David M. Hinson; Daniel K. Isaacs; Taylor Lavery
Cc: Bryan A. Roccaforte; Jared Isaacs; Michael L. Azzarello
Subject:    Shift4 Corp - Independence Considerations

Dave, Dan and Taylor,

As we discussed on our call, attached for your records is the Preapproval
of services that would impair independence under SEC and PCAOB rules.

As a reminder, the performance of these services during the audit period for
the years ended December 31, 2017 and 2018, and interim periods in 2018, would
result in PwC not bring independent of Shift4 Corp. Should you require our
assistance with any attest engagement in the future, we would need to coordinate
with your selected audit firm and be subject to their independence determination.

The fees for these services will be communicated shortly under separate cover.

Please don't hesitate to reach out to me, Mike or Bryan Roccaforte to further discuss.

Thank you for your continued trust in PwC.
Jeff,

Jeffrey Brown | Partner
PricewaterhouseCoopers LLP
1800 Tysons Boulevard, Suite 1400, McLean, VA 22102
Office: 703-918-1712 | Mobile: 571-331-6315

[PwC Logo]

Preapproval of Services that would impair independence
under SEC and PCAOB Rules
Shift4 Corp.
For the Period from January 1, 2017 through December 31, 2018

Audit and audit-related services    Services

    *Financial statement audit - X
    *Financial statement attestation    - X
    *Agreed-upon procedures attestation - X
    *Interim reviews (review of quarterly financial statements) - X
    *Attest services on internal controls - X
    *Comfort letter procedures  - X
    *Other attestation engagements - X

Tax Services

    *   Tax compliance (tax return preparation and tax provision assistance)
    *   Tax planning and advice
    *   Expatriate tax services
    *   Other tax services

Other permissible non-audit services

    *   Accounting advisory services
    *   Other services not listed above(please indicate if applicable)

Prepared by: /s/ Jeffrey W. Brown   Date: July 27, 2018
Name, engagement Partner: Jeffrey W. Brown

From: Azzarello, Michael [mailto:Michael.Azzarello@pwc.com]
Sent: Monday, July 23, 2018 5:29 PM
To: Roccaforte, Bryan; Brown, Jeffrey; Lavery, Taylor <tlavery@shift4.com>; Isaacs,
Daniel <disaacs@shift4.com>
Subject: Update - Services

Bryan/Jeff

Per my discussion with Taylor and Dan, it is my understanding that
Shift4 is moving forward with PwC to perform accounting advisory support,
and 2017/2018 year-end close procedures. We can provide the pre-approval form
outlining independence impairing services once we confirm the specific procedures
that will be within scope. Timing of these sen/ices will likely take place over the
next few months as noted in our discussion.

I've placed names of our Indy specialists on standby to support any ad-hoc questions.
Please forward all contact information if you connect on a specific issue

Thank you

Mike

Michael L. Azzarello | Partner
PricewaterhouseCoopers LLP
Direct: +1 (973) 303 3552
Mobile: +1 (973) 462 3115
Email: Michael.Azzarello@pwc.com<mailto.Michael.Azzarello@pwc.com

From:Jared Isaacs
To: Nate Hirshberg; Taylor Lavery
Subject: Documents
Date: Monday, July 09, 2018 9:42:05 PM

FYI -I am keeping a folder of documents that should be deleted
from the server. I will keep a local copy on my computer.

Sent from my iPhone

From: Daniel K. Isaacs
Sent: Thursday, May 25, 2017 11:31 AM
To: Taylor Lavery <tlavery@shift4.com>; 'Justin McLeod' <JMcLeod@firstnational.com>
Cc: J. Isaacs <jisaacs@shift4.com>; Sam Hirshberg <samh@shift4.com>
Subject: Marcum

Taylor-

Attached are the 2016 financials

The company is audited by Marcum.

Justin-

It appears that the bank would like to work with us LTV restrictions on

Sam's house.

That being said, if you need any help with the analysis on Sam's financials, I
am here to help!

We look forward to speaking with you later today.

Thanks,
Dan

Daniel K. Isaacs | CFO
SHIFT4 PAYMENTS

July 9, 2018
Jared Isaacs to Nate Hirshberg:
FYI - I am keeping a folder of
documente that should be deleted
from the server. I will keep a loca
copy on my computer.
9:42 PM

Make sure they're permanently
deleted and not recoverable
9:49PM

Will do

From:   Bates, Ryan [mailto:ryan.bates@pwc.com]
Sent:   Tuesday, April 16, 2019 12:28 PM
To: Roccaforte, Bryan; Brown, Jeffrey; Lavery, Taylor <tlavery@shift4.com>; Azzarello, Michael
Cc: Vittorio, Andrea
Subject:    RE: Question

All,

Thank you for the call earlier today Taylor, thank you for the background on
year-end close procedures, as Jared mentioned, it does not appear that Shift4 will
require those procedures to be performed for the 2018 audit.

As it relates to the accounting advisory support, as it is not attest related work, it will not
impact independence. We are coordinating internally with resources, as it relates to those
services, and we will work with you to properly define the scope of services.

Thank you

Ryan

From: Roccaforte, Bryan
Sent: Monday, April 15, 2019 5:45 PM
To: Brown, Jeffrey <jeffrey.w.brown@pwc.com>; Lavery, Taylor <tlavery@shift4.com>;
Azzarello, Michael <michael.azzarello@pwc.com>; Bates, Ryan <ryan.bates@pwc.com>
Cc: Vittorio, Andrea <andrea.vittorio@pwc.com>
Subject: Question

All,

We recently had a request from Shift4 to assist with an accounting position paper related to revenue.
The request would be to provide them with feedback on their accounting position paper.
Per our discussion with our independence team, this would be considered a permissible service.

In addition, they also asked for additional year-end procedures, however, this request would impair independence
so we would be unable to perform it if we audit the current year.

Taylor wanted get your guidance on these request and next steps around scope and timing.
I set up some time tomorrow at noon, please see the dial in below.

From:   Lavery, Taylor [mailto:tlavery@shift4.com]
Sent:   Monday, August 06, 2018 2:46 PM
To: Azzarello, Michael; Brown, Jeffrey; Roccaforte, Bryan
Subject:    RE: Update

Mike, Jeff and Bryan,

Just a quick email to keep you in the loop. We are continuing to working with
Marcum on independence. We hope to be able to update in a few days.
I wanted to thank you and the PWC team, we really appreciate all of your help
and rapid responses. I will update you as soon as I can.

Thanks,
Taylor Lavery

From: Azzarello, Michael [mailto:Michael.Azzarello@pwc.com]
Sent: Monday, July 23, 2018 5:29 PM
To: Roccaforte, Bryan; Brown, Jeffrey; Lavery, Taylor <tlavery@shift4.com>; Isaacs, Daniel <disaacs@shift4.com>
Subject: Update - Services

Bryan/Jeff
Per my discussion with Taylor and Dan, it is my understanding that Shift4 is moving forward with
PwC to perform accounting advisory support, and 2017/2018 year-end close procedures. We can provide the
pre-approval form outlining independence impairing services once we confirm the specific procedures
that will be within scope. Timing of these services will likely take place over the next few months as noted in our discussion.
I've placed names of our Indy specialists on standby to support any ad-hoc questions. Please forward all contact information if
you connect on a specific issue

Thank you
Mike

KPMG LLP
Suite 12000
1601 Market Street
Philadelphia, PA 19103-2499

Declaration Statement

[hand writtern date and case information]

I, Stanley Foodman, declare under penalty of perjury under the laws of the United States and the State of
Delaware that the following is true and correct to the best of my knowledge and belief. I am over the age of 18 years
old, and if called as a witness, I could and would testify competently to the matters stated in this declaration.
   1: I am a Manager with KPMG LLP...
   2: I summarize that I have extensive experience in accounting and auditing of public and non-public
    companies.
    ...(goes on explaining background and experience).

17. I understand that on July 30 and 31, 2018, Independence Impairing services were provided to Shift4 by
PWC, as set for in Exhibit B (the "Independence Impairing Services").

18.  I based my findings on my experience in accordance with PCAOB and AICIPA, as well that of the SEC
independence rules.
19.  The SEC, PCAOB, and AIPCIPA set forth parallel, independence frameworks.
... (goes on explaning each one.)

    A. The SEC's Independence Rules:
    The SEC Rule requirements are in ROle 2-01.
        ... ...

    B. The PCAOB's Independence Rules
    The PCAOB's standards require that a registered public accounting firm and it's associated individuals
     be independent.

        ... ...
    C. The AICPA's Independence Rule.
      ... (goes on)

25. According to these sources, I conclude that per the Independence Impairing Services provided by PWC
    , they were prohibited and were not the independt auditor.

26. ... (continued support of rule).

[Text Message Image]
March 9, 2019, 8:19 AM

Jared Isaacs to Taylor Lavery

Do you have the most recent leverage
calculation from first national?
8:19AM

I don't they haven't issued it.
We have our calculation that Dan did
but they won't issue one until after their
credit meeting. Which probably won't
happen until next week.
8:21 AM

Got it. Can you send me Dan's for
now?
    8:22AM

Sure

Whats up?

Just need it for something. Thanks
    8:37 AM

👍

[Text Message Image]
August 10

Jared Isaacs

Can you send me the
board update?
9:18 PM

yep
9:20 PM

March 8, 2019, 10:23 PM

Mike Agusta, you and Jared Isaacs

Mike Agusta:
So, Fiserv now trying to say
we have until 4/15 to provide
audited financials, even though
contract says 3/31

Jared Isaacs
Unreal

Mike Agusta:
Randy just told me that on an
email

Jared Isaacs:
Can you forward me the email?

What a joke

Mike Agusta:
I'm on with Sam now, I'll loop
you in
Read

[Text Message Image]

Thursday, March 7, 5:53PM

Taylor Lavery, Nate Hirshberg, and Jared Isaacs.

Jared Isaacs:
So Fiserv saw the email from
Justin saying the commitment
letter should be ready next week.
They're now saying they might
challenge the commitment letter.
5:53 PM

Taylor Lavery:

Wtf are they talking about?
5:53PM

Jared Issacs:
They said they can challenge it if it's "light"on
detail or if it has a ton of contingencies.
5:54PM

Taylor Lavery:
What do we need to do?
    5:54 PM

Jared Isaacs:
Justin said this won't be an issue. He said
he hasn't presented to the credit committee
in 18 years and had them not approve it.
5:54 PM

Taylor Lavery:
Ok. That's good
5:55 PM

Jared Isaacs:
He also said even if they did challenge
it...he's never seen anyone challenge
successfully.
5:55 PM

Nate Hirshberg:
We also have the signed term sheet
5:55PM

Jared Isaacs:
Exactly
5:55 PM

Nate Hirshberg:
Which they technically officerred [sic] on
6:09 PM

[Text Message Images]

From: text message chain between Sam, Jared, others.

July 9, 2018
Sam Hirshberg:
How the hell are we on pace for
-$1.5m in EBITDA??

Jared Isaacs:
We should fire some people

Sam Hirshberg:
No shit??!
...
we need to focus on getting every
dollar of revenue
...
Jared Isaacs:
What does it mean for us if our
EBITDA is negative?

Sam Hirshberg:
It means we suck.
...
Sam H:
Jared, Taylor, Dave and Dan
have a dinner tonight, hopefully they
determine strategy!