From: J. Isaac (Ike) 5mith
Sent: Monday, October 29, 2018 11:39 AM
To: Jared Isaacman
Subject: Re:

I need you to call me

On Oct 29, 2018, at 9:33 AM, Jared Isaacman wrote:

Ok.

Sent from my iPhone

On Oct 29, 2018, at 9:12 AM, J. Isaac (Ike) Smith
wrote:

I would not sign the current docs

Sent from my iPhone

From: J. Isaac (Ike) 5mith
Sent: Monday, November 5, 2018 8:53 AM
To: searchlight
Subject: Re: Draft Agenda

I sent my comments last night and have added you to the
follow up call at 12:30 ET

Sent from my iPhone

On Nov 5, 2018, at 8:20 AM, Jared Isaacman wrote:

Thanks.

Sent from my iPhone

On Nov 5, 2018, at 8:14 AM,]. Isaac (Ike) Smith
wrote:

Give me 20 mins. Driving in

Sent from my iPhone

From: 1. Isaac (Ike) Smith
Sent: Wednesday, November 7, 2018 3:49 PM
To: searchlight
Subject: Re:

Let me know when is good for you

Sent from my iPhone

On Nov 7, 2018, at 3:48 PM, [searchlight]
wrote:

When u can

Jared Isaacman

Begin forwarded message:

From: [searchlight]
Date: November 7, 2018 at 3:47:33 PM EST
To: Jared Isaacman
Subject: call

From: J. Isaac (Ike) Smith
Sent: Monday, November 12, 2018 5:29 PM
To: searchlight
Subject: Re:

Sure. Do you have a cell for him?

Sent from my iPhone

On Nov 12, 2018, at 5:27 PM, Jared Isaacman
wrote:

I can call your cell to discuss now.

Sent from my iPhone

> On Nov 12, 2018, at 5:26 PM, J. Isaac (Ike) 5mith
> wrote:
>
> Can you get [searchlight]on the
> phone with me?
>
> Sent from my iPhone

From: Jeffrey 5. Sloan
Sent: Thursday, June 27, 201911:22 AM
To: 'jisaacman@shift4.com'
Subject: RE: Goldman

Ok thanks. I thought we were getting real time share count
info.

Jeff

From:jisaacman@shift4.com [mailto:jisaacman@shift4.com]
Sent: Thursday, June 27, 2019 11:19 AM
To: Jeffrey S. Sloan
Subject: Re: Goldman

There are no large blocks for sale.

Sent from my iPhone

On Jun 27, 2019, at 11:18 AM, Jeffrey S. Sloan
wrote:

Ike and I have some availability today.

Do you have a sense from your contact whether it is
even possible for large holders to sell before lockup expiry ?

Also what are next steps if we want to try to take down
some exposure alongside or after you?

Thanks

From: [Searchlight]
Sent: Thursday, June 27, 2019 10:10 AM
To: Jeffrey S. Sloan
Cc: [Searchlight]
Subject: Re: Goldman

All yours Jeff

Sent from my iPhone

From: J. Isaac (Ike) 5mith <[REDACTED]
Sent: Saturday, August 24, 2019 6:47 PM
To: Jared Isaacman
Subject: Re: Hi

Yes. I'll be in office all day Monday.

Sent from my iPhone

On Aug 24, 2019, at 6:44 PM, Jared Isaacman
 wrote:

> You around this week?
>
> Sent from my iPhone

From: J. Isaac (Ike) 5mith
Sent: Friday, September 20, 2019 9:31 AM
To: Jared Isaacman
Subject: Re:

Can you walk over?

Sent from my iPhone

On Sep 20, 2019, at 9:31 AM, Jared Isaacman
 wrote:

> Are you at LHI now?
>
> Sent from my iPhone

From: Jeffrey S. Sloan
Sent: Monday, September 30, 2019 4:54 PM
To: Jared Isaacman
Subject: RE:

Got it.

Since we don't have any information (never did), and we said
we don't have any information to anyone asking (we also
didn't comment to anyone), i don't see any point in having
any dialogue.

That's what i think. I assume you no longer do?

From:jisaacm an@shift4.com [mailto:jisaacman@shift4.coml
Sent: Monday, September 30, 2019 2:13 PM
To: Jeffrey S. Sloan;
Cc: [REDACTED]
Subject: Re:

Not at the moment. I will call you in a few moments.

Sent from my iPhone

On Sep 30, 2019, at 2:09 PM, Jeffrey S. Sloan
 wrote:

> Thx. Are you available now?
>
> Jeff

From: J, Isaac (Ike) 5mith
Sent: Sunday, Dctober 27, 2019 8:04 AM
To: Jared Isaacman
Subject: RE:

Yes. Just woke up.

Sent from my iPhone

> On Oct 27, 2019, at 8:02 AM, Jared Isaacman
> wrote:
>
> You up?
>
> Sent from my iPhone

[REDACTED]

CC1-CC1-656599 31

[REDACTED]

31

...The Board was told that "AB"[**ALLIANCEBERNSTEIN**], Piper and
Stifel have indicated they will participate in follow-on offerings to
exit remaining positions at the right price."...

... [redacted] Another email attaching the presentation stated that “[t]he large holders at
the table,” included “**AllianceBernstein** ...”

        Weil, Gotshal & Manges LLP      [Redacted]
767 Fifth Avenue
New York, NY 10153
(212) 310-8000
October 7, 2019
CONFIDENTIAL
VIA EMAIL
Jared Isaacman
Shift4 Payments, LLC
2202 N. Irving St.
Allentown, PA 18109

    Re: Project Vegas – Follow-On Offering
Dear Jared:
Reference is made to that certain letter agreement (the “Engagement Letter”) with
Goldman Sachs & Co. LLC (“Goldman Sachs,” “we,” “us,” or “our”) between and among
Goldman Sachs, Shift4 Payments, LLC (the “Company”), and, solely with respect to Section 6
(Expenses) thereof, you (the “Founder”), dated as of July 11, 2018, with respect to a proposed
initial public offering (the “IPO”) of common stock of the Company. Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed to them in the Engagement
Letter.
We refer to ongoing discussions with you and the Company concerning the engagement
contemplated therein, and to a potential subsequent follow-on offering (a “Follow-On
Offering”) of the Company’s common stock.
We understand that the Founder and certain other existing common equity holders (the
“Selling Stockholders”) are currently evaluating a potential Follow-On Offering. In connection
with the foregoing, the Company and the Founder recognize that Goldman Sachs has been
requested by the Founder to, and Goldman Sachs is willing to, subject to the terms and
conditions of, and during the period of effectiveness of this Amendment (as defined below), act
as a sales agent (in such capacity, a “Sales Agent”) with respect to the sale, from time to time,
of shares (the “Shares”) of the Company’s common stock to be issued under the Company’s
Certificate of Incorporation to be filed prior to the pricing of the IPO, having the terms
described in the Registration Statement (as defined below), which may be offered and sold from
time to time by the Selling Stockholders through Goldman Sachs, as Sales Agent (the
“Program”).
In connection with the foregoing, it is our mutual understanding that Goldman Sachs’
role with respect to the Program is as follows: (i) assist in the preparation of a registration
statement on Form S-3 relating to the Program (the “Registration Statement”) under the
Securities Act of 1933, as amended (the “Securities Act”), and the preparation of a related
prospectus and any prospectus supplement setting forth, among other things, the number,
pricing and other terms of any particular issuance of Shares under the Program (the
“Prospectus”); (ii) (a) to solicit purchases of the Shares offered under the Program (including
Shares whose distribution satisfies, in the opinion of counsel to the Company and counsel to
Goldman Sachs, the registration requirements of the Securities Act and whose distribution
satisfies, in the opinion of counsel to the Company and counsel to Goldman Sachs, the
registration requirements of applicable “Blue Sky” laws, with such solicitation to be made
subject to receipt of the favorable opinions of counsel to the Company and counsel to Goldman
Sachs, as to the matters referred to above) and offer the Shares to potential purchasers on such
terms as may be agreed between the Company and/or the Founder, on the one hand, and
Goldman Sachs, on the other hand, and (b) upon such agreement with the Company and/or the
Founder, as the case may be, to sell such Shares as Sales Agent for the account of the Selling
Stockholders in accordance with the terms of a placement agency agreement (the “Placement
Agency Agreement”) among the Company, certain Selling Stockholders, the Founder and
Goldman Sachs (in that capacity); (iii) upon the sale of any Shares by the Selling Stockholders
through Goldman Sachs as Sales Agent, deliver to the Company and the Founder, as the case
may be, and without any further action on the part of the Company or the Founder, as the case
may be, a written confirmation specifying the portion of the proceeds from sales of Shares that
constitute the Company Proceeds (as defined below) and the Founder Proceeds, respectively; (iv)
provide information and updates to the Company and the Founder, as the case may be, with
respect to the Program and any sales activity occurring thereunder, as reasonably requested by
the Company and the Founder, as the case may be, and (v) provide customary back office, trade
support and control functions that are incidental to the foregoing. Each sale of the Shares to or
through Goldman Sachs, as Sales Agent, as applicable, shall be made in accordance with the
terms of the Placement Agency Agreement, the Registration Statement, the Prospectus and this
letter agreement, and upon the terms and subject to the conditions set forth herein and therein.
During the term of the Program, but subject to the terms of this letter agreement, Goldman Sachs
will not solicit any purchases of Shares under the Program, and, accordingly, there will be no
sales of Shares, during each period (each a “Blackout Period”) commencing on the date the
Company or the Founder, as the case may be, notifies (which notice shall not be required to
disclose the reason for such notification) Goldman Sachs of the commencement of such
Blackout Period and ending on the date the Company and the Founder, as the case may be,
notify Goldman Sachs that the Blackout Period has ended; provided that (i) the Company, the
Founder and Goldman Sachs each acknowledge that the determination of when to initiate and
terminate a Blackout Period shall be made by the Company (in consultation with the Founder),
in its sole discretion (provided that we may request that a notification to commence or terminate
a Blackout Period be delivered), (ii) the Company and the Founder, as the case may be, agree that
they shall use their respective reasonable best efforts to limit the length of each such Blackout
Period to the extent consistent with the event giving rise to such Blackout Period and (iii)
nothing contained in this paragraph shall, by itself, relieve or otherwise limit any obligation or
liability of the Company or the Founder, as the case may be, under applicable law; provided,
further, that any such Blackout Period shall automatically terminate upon the Company filing
with the Securities and Exchange Commission (the “Commission”) a current report on Form
8-K and simultaneously issuing a press release, in each case, containing the information that
caused Goldman Sachs to be, or that may have caused Goldman Sachs to be, in possession of
material, non-public information, and the Company and the Founder have provided notice of
such filing to Goldman Sachs.
In connection with the Program, the Company agrees to provide to the Selling
Stockholders and Goldman Sachs, as sales agent, (a) all information concerning itself and its
affairs as any of the Selling Stockholders or Goldman Sachs, as Sales Agent, as applicable, may
reasonably request and (b) any required reports, opinions, certificates and comfort letters. The
information and updates that the Company is required to provide under applicable laws or
regulations, or that are otherwise reasonably requested (whether prior to or during the term of
the Program) by Goldman Sachs for inclusion in the Prospectus (including any prospectus
supplement) or otherwise in connection with the Program under the Securities Act, shall include,
without limitation: (i) financial results for the Company and (ii) discussions with senior
management of the Company. The Company and the Founder acknowledge and agree that the
failure of the Company at any time to do so may, depending on then current availability of
information concerning the Company (and to the extent consistent with applicable law),
preclude the Selling Stockholders (or certain of them) from selling Shares as a part of the
Program at such time. The foregoing shall in no way limit Goldman Sachs’ responsibilities or
liability pursuant to the terms of the Placement Agency Agreement.
Subject to the terms and conditions hereof, the Founder (on behalf of himself and the
other Selling Stockholders) and the Company hereby agree to cooperate with Goldman Sachs
with respect to the Program, and the Founder (on behalf of the Selling Stockholders) and the
Company expressly acknowledge and agree that (i) all sales of Shares under the Program shall
be for the account of the applicable Selling Stockholders, (ii) as between the Company and the
Founder, on the one hand, and Goldman Sachs, on the other hand, the offer and sale of Shares
under the Program shall be the sole and exclusive responsibility of the Company and the
Founder, as the case may be, and (iii) no offer or sale of Shares under the Program shall create
any implication that subsequent offers or sales of Shares will be made. For the avoidance of
doubt, Goldman Sachs (i) as Sales Agent will act solely for the account of one or more of the
Selling Stockholders, subject to and in accordance with the instructions from the Company
and/or the Founder, as the case may be, (ii) will not have any authority to determine whether or
when to initiate or suspend offers or sales of Shares under the Program, and (iii) will not have
any obligation to purchase Shares in connection with the Program except as otherwise agreed
between the Company and/or the Founder, as the case may be, and Goldman Sachs for each
issuance of Shares and set forth in the Placement Agency Agreement.
The Founder and the Company acknowledge that Goldman Sachs is authorized to engage
one or more sub-agents or selected dealers in connection with any offer and sale of Shares
under the Program.
The Company and the Founder, as the case may be, agree to indemnify and hold harmless
Goldman Sachs from and against any losses, claims, damages, liabilities, costs and expenses to
the extent, and as provided for, under Section 4 (Indemnification and Contribution) of the
Engagement Letter.
The transactions contemplated hereby are subject in all respects to, and contingent upon,
the negotiation, execution and delivery of mutually acceptable definitive documentation,
including, without limitation, the Placement Agency Agreement (which shall include without
limitation, representations, warranties, indemnification and contribution provisions and
covenants customary for investment banking engagements for transactions similar to the
transactions contemplated hereby).
This letter agreement shall (x) not obligate Goldman Sachs to accept an engagement as
Sales Agent in connection with the Program, (y) not be construed as an offer on the part of
Goldman Sachs to enter into any transaction and (z) create a binding agreement only with
respect to the matters set forth herein.
This letter agreement shall terminate upon the earlier of (a) execution of the Placement
Agency Agreement by each of the parties hereto; (b) the termination of the Engagement Letter or
(c) termination by any party upon 30 days’ prior written notice to the others; provided that
termination of this letter agreement pursuant to this clause (c) shall not affect (i) the
indemnification and other obligations set forth in Sections 4 (Indemnification and Contribution)
and 6 (Expenses, Taxes) of the Engagement Letter or (ii) the respective representations,
warranties, covenants and agreements of each of the parties hereto made in the Engagement Letter
(other than Sections 1, 2 and 3).
This letter agreement shall be governed by, and construed in accordance with, the law of the
State of New York.
This letter may be signed in counterparts. This letter constitutes the entire agreement and
understanding between the parties concerning the Program. This letter is for the benefit of the
Company and the Founder, as the case may be, as one party, and Goldman Sachs, as the other
party, and is not intended to confer any right or benefit on any other party.
[Signature Page Follows]

.EXHIBIT 60
From: Jared Isaacman <[REDACTED]>
Sent: Tuesday, June 18, 2019 5:27 PM
To: J. Isaac (Ike) Smith
Subject: Fwd: Card Connect Discussion - PRELIMINARY DRAFT
FYI

Sent from my iPhone

Begin forwarded message:

From: "[REDACTED]" <[REDACTED]>
Date: June 18, 2019 at 3:11:17 PM PDT
To: Jared Isaacman <[REDACTED]>
Subject: Card Connect Discussion - PRELIMINARY
DRAFT

Jared,

Attached.

Best,

[REDACTED]

Searchlight Capital Partners

[REDACTED]

Page 6.

I.  Overview of **AllianceBernstein’s** Ownership in CardConnect
II. [Redacted]

Page 8.

**Exhibit 61**

Exhibit 61 includes an email chain and an attached presentation.

The attachment to this email, within Exhibit 61, contains multiple mentions.
The document's title, "Project Vegas Discussion"

I.  Overview of **AllianceBernstein’s** Ownership in CardConnect
II.   [REDACTED]

Page 7.

**Exhibit 64**

**Exhibit 67**
Page 4.

**Exhibit 69**
Page 1, the email body.