From: J. Andreoli
To: Taylor Lavery; Jared Isaacman
Sent: 8/1/2019 9:27:27 AM +00:00
Subject: Re: Board

Okay sounds good. You will need to send deck at least 24hrs before meeting.

Sent from my iPhone

> On Aug 1, 2019, at 5:23 AM, Taylor Lavery <tlavery@shift4.com> wrote:
>
> Sounds good
>> On Aug 1, 2019, at 5:22 AM, Jared Isaacman <jisaacman@shift4.com> wrote:
>>
>> Call Taylor and I when you can today
>>
>>> On Aug 1, 2019, at 5:21 AM, J. Andreoli <jandreoli@firstdata.com> wrote:
>>>
>>> Good morning. Is now a good time to connect?
>>> Sent from my iPhone

From: Jared Isaacman
To: J. Andreoli
Sent: 8/1/2019 9:28:05 PM +00:00
Subject: Re: Board

Before 5

Sent from my iPhone
> On Aug 1, 2019, at 3:19 PM, J. Andreoli jandreoli@firstdata.com wrote:
>
> What time does your board meeting start tomorrow?
>
> Sent from my iPhone

From: J. Andreoli
To: Jared Isaacman; Taylor Lavery
CC: Mike Nowak
Sent: 8/2/2019 2:04:56 PM +00:00
Subject: Re:

Jared should we do monthly?

Also just fyi...I tracked down the email that shows the approval to use First Data name which I had assumed included the logo (for purposes of the deck. I have included it so you can use it in the board and other meetings as appropriate.

Sent from my iPhone

> On Aug 2, 2019, at 9:57 AM, Jared Isaacman <jisaacman@shift4.com> wrote:
>
> Ok. So we can wrap up this call in 5. The board meeting should be pretty uneventful. I'll summarize to
> you afterward. Maybe we set aside 30-60min every other week to stay in synch?
>
>> On Aug 2, 2019, at 9:53 AM, J. Andreoli <jandreoli@firstdata.com> wrote:
>>
>> Yes. I have a call at 11
>> Sent from my iPhone
>>
>>> On Aug 2, 2019, at 9:53 AM, Jared Isaacman <jisaacman@shift4.com> wrote:
>>>
>>> You have a hard stop in 10?
>>>
>>>> On Aug 2, 2019, at 9:38 AM, J. Andreoli <jandreoli@firstdata.com> wrote:
>>>>
>>>> I am on.
>>>>
>>>>> On Aug 2, 2019, at 9:35 AM, Jared Isaacman <jisaacman@shift4.com> wrote:
>>>>>
>>>>> give me 5
>>>>>
>>>>>> On Aug 2, 2019, at 9:25 AM, J. Andreoli <jandreoli@firstdata.com> wrote:
>>>>>>
>>>>>> Call in to the below. No participant code.
>>>>>>
>>>>>>
>>>>>> Sent from my iPhone

From: J. Andreoli
To: Jared Isaacman
Sent: 8/13/2019 5:46:53 PM +00:00
Subject: Re: Dinner

Perfect

Sent from my iPhone

> On Aug 13, 2019, at 1:45 PM, Jared Isaacman <jisaacman@shift4.com> wrote:
>
> I can do it at 8pm.

> Sent from my iPhone

From: J. Andreoli
To: Jared Isaacman
Sent: 8/13/2019 5:53:41 PM +00:00
Subject: Re: Dinner

Yea sounds good

Sent from my iPhone

> On Aug 13, 2019, at 1:51 PM, Jared Isaacman <jisaacman@shift4.com> wrote:
>
> Let's do it at Catch.

> Sent from my iPhone

From: Jared Isaacman
To: J. Andreoli
Sent: 8/14/2019 2:42:33 PM +00:00
Subject: Re: Dinner Tonight

I'm wearing jeans

Sent from my iPhone

> On Aug 14, 2019, at 10:41 AM, J. Andreoli <jandreoli@firstdata.com> wrote:
>
> Sounds good. Is there a dress code?
>
> Sent from my iPhone
>
>> On Aug 13, 2019, at 1:55 PM, Jared Isaacman <jisaacman@shift4.com> wrote:
>>
>> Cool
>>
>>> On Aug 13, 2019, at 1:53 PM, J. Andreoli <jandreoli@firstdata.com> wrote:
>>>
>>> Yea sounds good
>>>
>>> Sent from my iPhone
>>>
>>>> On Aug 13, 2019, at 1:51 PM, Jared Isaacman <jisaacman@shift4.com> wrote:
>>>>
>>>> Let's do it at Catch.
>>>>
>>>> Sent from my iPhone

From: J. Andreoli
To: Jared Isaacman
Sent: 8/28/2019 6:19:05 PM +00:00
Subject: Re:

I am pretty sure it was on 8/1

Sent from my iPhone

> On Aug 28, 2019, at 2:17 PM, Jared Isaacman <jisaacman@shift4.com> wrote:
>
> Our audit committee is asking me to confirm on what date did you attend the Shift4 board meeting.
> I believe it was early last week but can you confirm? Thank you

> Sent from my iPhone

NOMINEE DIRECTOR SERVICES AGREEMENT

This NOMINEE DIRECTOR SERVICES AGREEMENT (this “Agreement”), dated as of March  29, 2017 (the “Effective Date”), is made by and between CardConnect, LLC, a Delaware limited liability company (“CardConnect”), and Shift4 Payments, LLC, a Delaware limited liability company (the “Company”).

RECITALS

WHEREAS, CardConnect and the Company are parties to that certain Merchant Portfolio Purchase Agreement, of even date herewith (the “Purchase Agreement”); and

WHEREAS,  in  connection  with  the  Purchase  Agreement,  CardConnect  desires  to  appoint  a representative to serve as a non-voting observer to the board of managers of the Company (the “Board of Managers”), and, at the Company’s request if ever the Company converts to a corporation, a non-voting observer to the board of directors of the Company (the “Board of Directors” and, together with the Board of Managers or any other governing body of the Company, the “Board”), and the Company is willing to permit CardConnect to appoint such representative, in accordance with the terms and conditions set forth herein.

NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  and  agreements  set forth  herein  and  for  good  and  valuable  consideration,  the  receipt  and  sufficiency  of  which  are hereby acknowledged, the parties agree as follows:

1. Appointment of Observer.

(a) Subject to the terms and conditions of this Agreement, so long as CardConnect or any of its Affiliates, collectively, own at least five percent (5%) of the outstanding equity interests in the Company on a fully-diluted basis (the “Minimum Ownership Threshold”), CardConnect shall, as the holder of this right, have the right to appoint one individual to serve as a non-voting observer to the Board (the “Observer”).  The initial Observer shall be Jeffrey Shanahan or, if Jeffrey Shanahan  is  unable  or  unwilling  to  serve,  such  other  person  as  mutually  agreed  in  writing between CardConnect and the Company, and any replacement Observer must be mutually agreed in writing between CardConnect and the Company.
(b) CardConnect may remove its Observer at any time and for any reason or no reason by providing written notice thereof to the Company. In the event that an Observer appointed by CardConnect shall cease to serve as Observer for any reason, CardConnect shall, as the holder of this right, have the right to appoint a replacement Observer so long as it meets the Minimum Ownership  Threshold.
(c) The Company shall invite the Observer to attend all meetings of the Board (and any committees thereof) in a nonvoting observer capacity and, in this respect, shall give such
Observer copies of all notices, minutes, consents, and other materials that it provides to its directors or managers (as applicable) at the same time and in the same manner as provided to such directors or managers (as applicable); provided, however, that the Observer shall agree to
hold  in  confidence  and  trust  and  act  in  a  fiduciary  manner  with  respect  to  all  information
provided to him or her, and shall not disclose to any third-party (other than to CardConnect and its Affiliates, advisors, and representatives) any confidential information, including, without limitation,  any  information  regarding  the  Company  or  this  Agreement.;  provided,  further,
however, the Company reserves the right to exclude such Observer from access to any material or meeting  or  portion  thereof  if  the  Company,  upon  advice  of  counsel,  determines  that  such exclusion  is  reasonably  necessary  to  preserve  attorney-client  privilege,  to  protect  highly confidential proprietary information (including with respect to pricing, business strategy and trade secrets), avoid a conflict of interest, for other similar good-faith business reasons, of [sic] if CardConnect or its Affiliates, including its Observer (i) is a competitor or potential competitor, (ii) is in  breach  of  its  obligations  under  the  Purchase  Agreement  or  any  Related  Agreement  (as
defined in the Purchase Agreement).

2. Reimbursement of Expenses.  The Company will reimburse the Observer for any reasonable documented out-of-pocket expenses incurred in connection with his or her attendance at Board or committee meetings.

3.  Term. This Agreement shall remain in effect until the earliest of (a) the date on which CardConnect no longer meets the Minimum Ownership Threshold, (b) a Deemed Liquidation Event (as defined in the Company’s limited liability company agreement, as it may be amended, modified or restated from time to time) and (c) the termination of this Agreement by mutual written consent of CardConnect and the Company.

4.  Miscellaneous.

(a) Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon each of the parties hereto and their respective successors and permitted assigns. Neither  this  Agreement  nor  any  of  the  rights,  interests  or  obligations  hereunder  may  be  assigned by any party hereto without the prior written consent of the other party hereto, except CardConnect may, without consent of the Company, assign this Agreement to its successor-in-interest in connection with a sale of all or substantially all of its assets.
(b) Amendment and Modification. This Agreement may not be amended, modified or  supplemented  in  any  manner,  whether  by  course  of  conduct  or  otherwise,  except  by  an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party.
(c) Waiver.  No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any  breach  of  any  representation,  warranty  or  agreement  herein,  nor  shall  any  single  or  partial exercise of any such right preclude other or further exercise thereof or of any other right.
(d) Notices.  All  notices  and  other  communications  among  the  parties  shall  be  in writing  and  shall  be  deemed  to  have  been  duly  given  (i)  when  delivered  in  person,  (ii)  when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx, UPS, DHL or other nationally recognized overnight delivery service or (iv) when delivered by email (in each case in this clause (iv),  solely  if  receipt  is  confirmed),  addressed  as  follows:

If to CardConnect, to:

CardConnect, LLC
1000 Continental Drive, Suite 300
King of Prussia, Pennsylvania 19406
Attention: General Counsel
Email:

with a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention:  David K. Lam, Esq.
Email:

If to the Company, to:

Shift4 Payments, LLC
2202 N. Irving St.
Allentown, Pennsylvania 18109
Attention:  Jared Isaacman, Chief Executive Officer
Email:

with a copy (which shall not constitute notice) to:

Shift4 Payments, LLC
2202 N. Irving S
Allentown, Pennsylvania 18109
Attention: General Counsel
Email:

and

Greenberg Traurig, P.A.
333  S.E.  2nd  Avenue,  Suite  4400
Miami, Florida 33131
Attention:  Alan Annex
Email:

or to such other address or addresses as the parties may from time to time designate in writing.

(e) Governing  Law.    This  Agreement  shall  be  governed  by,  and  construed  in accordance  with,  the  laws  of  the  State  of  Delaware,  without  regard  to  the  conflict  of  laws
principles thereof.

(f) Submission to Jurisdiction.  Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, for  the  purposes  of  any  suit,  action  or  other  proceeding  arising  out  of  this  Agreement  or  any transaction  contemplated  hereby.    Each  of  the  parties  hereto  further  agrees  that  service  of  any process,  summons,  notice  or  document  by  U.S.  registered  mail  to  such  party’s  respective address  set  forth  above  shall  be  effective  service  of  process  for  any  action,  suit  or  proceeding  in
Delaware  with  respect  to  any  matters  to  which  it  has  submitted  to  jurisdiction  in  this  Section 4(f).  Each of the parties hereto irrevocably and unconditionally waives any objection to the laying  of  venue  of  any  action,  suit  or  proceeding  arising  out  of  this  Agreement  or  the transactions  contemplated  hereby  in  the  Court  of  Chancery  of  the  State  of  Delaware,  New Castle County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
(g) Entire Agreement.  This Agreement and the Purchase Agreement and the other documents delivered pursuant thereto and thereto constitute the entire agreement among the
parties  with  respect  to  the  subject  matter  hereof  and  supersede  all  prior  agreements  and understandings,  both  written  and  oral,  among  the  parties  with  respect  to  the  subject  matter hereof.
(h) Severability.  If any provision, clause or part of this Agreement, or the application  thereof  under  certain  circumstances,  is  held  invalid  or  unenforceable,  the  remainder  of this  Agreement,  or  the  application  of  such  provision,  clause  or  part  under  other  circumstances, shall  not  be  affected  thereby,  and  the  provisions  of  this  Agreement  shall  otherwise  remain  in full force and effect, to the extent that the economic benefits accruing to the parties can be preserved.   Upon a determination that any term or other provision is invalid, illegal or incapable
of  being  enforced,  the  parties  hereto  shall  negotiate  in  good  faith  to  modify  this  Agreement  so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in  order  that  the  transactions  contemplated  hereby  be  consummated  as  originally  contemplated to the greatest extent possible.
(i) Counterparts.  This  Agreement  may  be  executed  and  delivered  (including  by facsimile or email transmission) in one or more counterparts, and by the different parties hereto in  separate  counterparts,  each  of  which  when  executed  shall  be  deemed  to  be  an  original  but all  of  which  taken  together  shall  constitute  one  and  the  same  agreement.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties have caused this Nominee Director Services Agreement to be executed and delivered as of the date first written above.

CARDCONNECT, LLC

By: /s/ Angelo Grecco
Name:  Angelo Grecco
Title: EVP

SHIFT4 PAYMENTS, LLC
By: /s/ J.  Jared Isaacman
Name:  J. Jared Isaacman
Title:  Chief Executive Officer

J. ANDREOLI - VIDEOTAPED DEPOSITION (07/15/2021)
Q: All right. And that's where you described
2 what your job duties and responsibilities were;
3 correct?
4 A: Yes.
5 Q: Do you recall what you described as your job
6 duties and responsibilities?
7 A: I believe, in general, my job description
8 within Fiserv was to oversee the agent and ISO
9 businesses. I believe I said that correctly.
10 Q: Did you mean -- are you describing your
11 current job duties and responsibilities?
12 A: As -- I think I was describing the role, as
13 Shift4 was one of my larger agent relationships at
14 the time. So, Shift4 was a big part of that
15 description.
16 Q: Okay. Thank you.
17 So, now going back to Exhibit 3 -- or go to
18 Exhibit 3, 4, and 5 for me, please.
19 A: I am sorry, which exhibit?
20 Q: Three, 4 and 5, please.
21 A: Okay.
22 Q: Do you see those, sir?
23 A: Three, 4 and 5? Yes.
24 Q: And, in fact, Exhibits 3, 4 and 5, those are

1 all board presentations; correct?
2 A: Correct.
3 Q: Okay. And who was Exhibit 3 provided to?
4 A: So, Exhibit 3, I believe, was what was
5 presented at a previous board meeting. I don't have
6 the exact date. But it -- but it references -- it
7 says, "Fiserv Board of Directors update," and it's
8 for Lighthouse, Merchants, and Shift4.
9 Q: And when was that provided to,
10 to your knowledge?
11 A: I don't have an exact -- a date, but it
12 would have been sometime after the acquisition of
13 Shift4 -- after we established our relationship with
14 Shift4, the asset purchase, and probably before
15 Exhibit -- the other exhibits are presented.
16 MS. BROOKS: Counsel, could you please clarify
17 your question? "When was that provided," by whom
18 and to whom?
19 MR. ABRAMS: Sure. Fair enough.
20 BY MR. ABRAMS:
21 Q: I guess my question is: When was that
22 provided to Fiserv's board of directors, to your
23 knowledge?
24 A: Oh, I am sorry. I apologize. I thought you
25 said by "Fiserv."

 I don't have the exact date. But it was
2 sometime when I was on the board or a board observer,
3 to answer your question.
4 Q: Right. And, likewise, who provided
5 Exhibit No. 4 to Fiserv's board of directors, to
6 your knowledge?
7 A: Shift4.
8 Q: And your best recollection as to when that
9 was?
10 A: That was some time -- I am sorry. Can you
11 repeat the question one more time?
12 Q: Sure. Your best recollection as to the
13 time period when Exhibit No. 4 was provided?
14 A: I don't -- I don't recall. It was -- it was
15 at some point in time when I was the board observer.
16 Q: Same question with respect to Exhibit No. 5?
17 A: Yes.
18 Q: And during that time period, those were the
19 only three updates to Fiserv's board of directors on
20 Shift4, to your knowledge; is that right?
21 A: That's correct.
22 Q: Okay. And these presentations relate to
23 Shift4's financial results; correct?
24 A: Among other items, correct.
25 Q: And do you recall why Shift4 agreed to

[...]
1 provide these updates on [...] three occasions
2 to Fiserv's board of directors?
3 A: Yes.
4 Q: And why was that?
5 A: So [...] Shift4 wanted to present
6 to the [...] Fiserv, how the company was doing and
7 how the relationship was going.
8 Q: Okay. And that was, in part, because of the
9 nominee director services agreement; correct?
10 A: That, in part, was due to a lot of -- a lot
11 of different reasons. That was one of them.
12 Q: Okay. And that nominee director services
13 agreement is Exhibit 1, Bates-stamped
14 SHIFT4-FD00009777; correct?
15 A: Correct.
16 Q: Okay. Now, you've also testified in your
17 declaration, and you sort of referenced this a
18 moment ago, that you were the named director or board
19 observer under the nominee director services
20 agreement; is that right?
21 A: Initially, the named individual designate
22 was Jeff Shanahan. I replaced him in that role.
23 Q: Okay.
24 A: So I -- at the time of these presentations,
25 I was fulfilling those responsibilities.

From: J. Andreoli
To: Jared Isaacman
Sent: 7/31/2019 9:03:28 PM +00:00
Subject: Re: draft agenda

Looks good

Sent from my iPhone

> On Jul 31, 2019, at 4:54 PM, Jared Isaacman <jisaacman@shift4.com> wrote:
>
>
>
> --
> Jared Isaacman
> Chief Executive Officer

> [Shift4 logo]
>
> Direct:
> Mobile:
> Fax:
> jisaacman@shift4.com
> www.shift4.com
> 2202 N. Irving Street, Allentown, PA 18109

From: J. Andreoli
To: Jared Isaacman; Taylor Lavery
CC: Mike Nowak
Sent: 8/2/2019 2:04:56 PM +00:00
Subject: Re:

Jared should we do monthly?

Also just fyi...I tracked down the email that shows the approval to
use First Data name which I had assumed included the logo (for
purposes of the deck. I have included it so you can use it in the
board and other meetings as appropriate.

Sent from my iPhone

> On Aug 2, 2019, at 9:57 AM, Jared Isaacman <jisaacman@shift4.com> wrote:
>
> Ok. So we can wrap up this call in 5. The board meeting should be
> pretty uneventful. I'll summarize to you afterward. Maybe we set
> aside 30-60min every other week to stay in synch?
>
>> On Aug 2, 2019, at 9:53 AM, J. Andreoli <jandreoli@firstdata.com>
>> wrote:
>>
>> Yes. I have a call at 11
>> Sent from my iPhone
>>
>>> On Aug 2, 2019, at 9:53 AM, Jared Isaacman <jisaacman@shift4.com>
>>> wrote:
>>>
>>> You have a hard stop in 10?
>>>
>>>> On Aug 2, 2019, at 9:38 AM, J. Andreoli <jandreoli@firstdata.com>
>>>> wrote:
>>>>
>>>> I am on.
>>>>
>>>>> On Aug 2, 2019, at 9:35 AM, Jared Isaacman <jisaacman@shift4.com>
>>>>> wrote:
>>>>>
>>>>> give me 5
>>>>>
>>>>>> On Aug 2, 2019, at 9:25 AM, J. Andreoli
>>>>>> <jandreoli@firstdata.com> wrote:
>>>>>>
>>>>>> Call in to the below. No participant code.

1 Q. Can you take a look at
2 Exhibit No. 1 to the declaration of J. Andreoli
3 that was filed in support of CardConnect's motion
4 for a preliminary injunction. You had an
5 opportunity to review that, as well, right, in
6 advance of this deposition?
7 A. Yes.
8 Q. Okay. Is this the nominee director services
9 agreement, Exhibit 1?
10 A. Yes.
11 Q. And then under that agreement, can you turn
12 to Page 2, Section 3.
13 A. Uh-huh.
14 Q. Does that set forth the determination -- or,
15 excuse me, the termination provisions in this
16 agreement?
17 A. Yes.
18 Q. Okay. And then can you turn to the purchase
19 agreement, which I believe is Exhibit 2 to Mr.
20 Andreoli's declaration.
21 A. Yes.
22 Q. Okay. And that's the purchase agreement
23 that we've been discussing; correct?
24 A. Yes.
25 Q. And that's among CardConnect and Shift4, as

1 well as the members of Shift4; correct?
2 A. Correct.
3 Q. And can you turn to Page 40, Section 6.9.
4 A. Yes.
5 Q. All right. And this section is titled,
6 nominee director, right?
7 A. Correct.
8 Q. And that requires Shift4 to enter into the
9 nominee director services agreement with
10 CardConnect; correct?
11 A. Correct.
12 Q. All right. And then the next section,
13 Section 6.10, can you read for me what that section
14 is titled?
15 A. Post-closing covenant.
16 Q. Okay.
17 MR. ABRAMS: Let's mark that as an exhibit,
18 please.
19 (Exhibit 48 marked for identification.)
20 BY MR. ABRAMS:
21 Q. I'm sorry. What was the last question? Can
22 you take a look at Exhibit 48, which is
23 Section 6.10.
24 A. Uh-huh.
25 Q. Do you see that section, sir?

 A: Yes.
2 Q: Okay. And that section required Shift4 to
3 provide CardConnect with a number of items after the
4 close of the merchant portfolio purchase agreement;
5 correct?
6 A: Correct.
7 Q: Okay. And that included -- what did that
8 include?
9 A: It states that included consolidated balance
10 sheets, statements of income, and statements of cash
11 flows.
12 Q: Did it include anything else beyond those
13 items that you just read?
14 A: It did.
15 Q: And what else did it include?
16 A: It included "such additional financial and
17 other information relating to the business, affairs
18 and financial condition of the seller and/or arising
19 from the operation of the acquired assets as buyer
20 may reasonably request."
21 Q: And who is "buyer"?
22 A: Buyer is CardConnect.
23 Q: And who is "seller"?
24 A: Seller is Shift4.
25 Q: Okay. So Section 6.10 of the merchant

1 portfolio purchase agreement required Shift4 to
2 provide CardConnect with any other financial
3 information that CardConnect may reasonably request;
4 correct?
5 A: Correct.