From: Jared Isaacman
Sent: Thursday, July 29, 2021 7:42 AM
To: Taylor Lavery
Cc: Don Ryan; Sam Bening; Mike Isaacman
Subject:

Hey Taylor,

Sorry for the delay. Had an early morning and just got to this.
First - yes, absolutely we are going with Citadel. We should have that wrapped up this week.

Second - We really do regret having to transition some of the high risk volume but the constant issues are costing us too much money.
Just an FYI, we have a ton of volume that expires at the end of Sept.
We are under contract with Card Connect through Dec 31, 2025 as the exclusive referral party of all merchants.
We are also under contract not to compete with Card Connect until the end of 2025. This means launching a Payfac. We are not
planning on doing that until after such date.
The Citadel investment does not contemplate any revenue from high risk processing (zero) nor does Shift4 have any high risk
processing targets in any projections. We understand high risk will be terminated as it is in our contract. It is also correct that many
large volume merchants have high risk acceptance within their enterprise. In those circumstances, we will look to keep that volume with
Fiserv.
The amount of volume we are moving represents 20% of the total revenue to Fiserv and 50% of the merchants. 80% of the revenue
is expected to remain with Fiserv. This seems consistent with the past emails from Fiserv requesting we right-size our high risk exposure.

Please let me know if you have any questions.

Thanks,
Jared

From: Jared Isaacman
Sent: Wednesday, August 18, 2021 12:48 PM
To: John Beatty
Cc: Donald W. Ryan
Subject:

Hi John,

I hope you are doing well.

I wanted to follow up on our active dialog. First, I want to say that at no time did we intend
to blindside our partners at Fiserv. We have been discussing rightsizing our high-risk portfolio
since early 2020. More recently, we have kept an open dialog with Taylor and team on this dating
back to June. Nevertheless, the communication could have been better, and I own that.
I also want to be unambiguous in saying that our relationship with Fiserv is very important to
Shift4. It dates back nearly two decades. There is a tremendous amount of mutual respect. I recognize
that the planned reduction in the high-risk portfolio is very unfavorable financially to Fiserv. I am
certain we can achieve an acceptable solution for both organizations. We have a lot of ideas.
As an update, the formal partnership was signed with Citadel late last week. The initial discussions
began before Thanksgiving last year. The term sheet followed about a month later and was completed
within a couple of weeks. Please note, this was just an indicative term sheet. The terms were not
finalized until last week.
Per our agreement, we are required to terminate all high risk no later than Dec 31, 2021. That said,
it makes a lot of sense to stage the departure of the high risk book, so we have ample time for testing.
We really want to make sure this is as undisruptive as possible to our customers and your team.
We are not planning on capturing the economics on the high-risk processing ourselves.
The economics post-Card Connect termination will be:

- 85% to our high risk processor
- 10% to Citadel as a dividend on their preferred equity
- 5% to Shift4 to cover various program, technology, operating and compliance costs.

As mentioned, there are many other opportunities to replace revenue within our existing and soon-
to-expire agreements with Fiserv. We just need to collaborate, which I am sure we will.

Please let me know when you can make time to discuss.

Best,
Jared

[TEXT MESSAGES BETWEEN JARED ISAACMAN AND JOHN BEATTY]
Aug 28, 2021

[Jared Isaacman]
John - following up on the below if you can
make some time.
Also, congrats on the retirement news. Pretty
awesome and well deserved. Hope our paths
cross before you depart at the end of the year.

[John Beatty]
Jared- thanks and I did receive the below.
My last day is 10/ i. I am transitioning
responsibilities to [REDACTED].i
have asked [REDACTED]
to take point on this matter but I will remain
engaged.

From: Jared Isaacman
Sent: Tuesday, June 29, 2021 10:19 PM
To: John Beatty
Subject:

Hi John,

I hope you are doing well.

I wanted to follow up on our brief conversation from last week and share some of our plans.
At a high level, we are formalizing a partnership with Citadel in the next 30-60 days. There is
a rather lengthy due diligence process, which is well underway. As I mentioned in the call, this
will represent a minority investment. They were targeting 40%, although that has essentially been
negotiated down to around 30%. There is a "put" in year five, which I fully expect them to execute.
This would result in Citadel taking 100% ownership of the company at that time.
There are many notable elements to our partnership. Of course, the capital will fund several
inorganic growth opportunities. We will also be able to eliminate all debt and put ample cash on
the balance sheet. I will no longer have the title of CEO and will depart the company at the time
they execute their "put" option.
As it relates to our partnership with Fiserv and our contractual commitments until the end of
2025, there are a few important areas to address.

•    We are going to want to carve out Card Present volume at some point. This would represent
CP volume only in industries we select. We would look to transition all CNP volume
to your gateway.

•    We are also going to need to transition all high-risk that we currently route to Card
Connect. As mentioned, this represents 20% of the revenue. We would use that same
high-risk processor.

•    We are going to need to address the exclusivity/non-compete. There are some large,
multi-billion M&A opportunities that become available with our partnership with Citadel
that would be blocked today. I think there is a path forward that is good for both of us.
We can discuss it.

I know this probably represents a surprise to you. Please note, this specific path became clear
to us in just the last ~ 45 days, although we have been reviewing options since last year.
I would like to make myself available to discuss this in greater detail.

Thanks,
Jared

[TEXT MESSAGES BETWEEN JARED ISAACMAN AND JOHN BEATTY]

Jun 23, 2021, 7:41 PM
Hey John. Give me a call when you can
[JARED ISAACMAN'S NUMBER]

Jun 24, 2021, 9:30 AM
Jared- just saw this give me 3o minutes [JOHN BEATTY'S NUMBER]

Jun 24, 2021, 9:31 AM
Perfect

Jun 24, 2021, 9:41 AM
I am free for next hour

Jun 24, 2021, 7:42 PM
[JARED ICON WITH QUESTION MARK]

Jun 24, 2021, 3:21 PM
Can you give me a call

Jun 24, 2021, 8:42 PM
John- just left you a voice mail. Give me a call
when you can tomorrow.
[JOHN BEATTY'S NUMBER]

Jun 25, 2021, 6:04 PM
Jared- good day today. Please call whenever
[JOHN BEATTY'S NUMBER]

From: Jared Isaacman
Sent: Friday, July 30, 2021 6:08 PM
To: John Beatty
Subject:

Hi John,

I see you are retiring at the end of Q3. Congratulations! That is awesome. I hope you can share
your plans.

I am following up on my note from yesterday to Taylor Lavery. We do have commitments with
Citadel to transition our high-risk book of business. This does represent about 20% of the current
revenue. We have been discussing rightsizing this portfolio for the better part of a year.
I would really like to discuss this and many other opportunities. You will be getting some outreach
from [REDACTED] to schedule a meeting and I believe [REDACTED]
will be doing the same for you.

Thanks,
Jared

From: Jared Isaacman
Sent: Thursday, July 29, 2021 7:42 AM
To: Taylor Lavery
Cc: Don Ryan; Sam Bening; Mike Isaacman
Subject:

Hey Taylor,

Sorry for the delay. Had an early morning and just got to this.
First - yes, absolutely we are going with Citadel. We should have that wrapped up this week.

Second - We really do regret having to transition some of the high risk volume but the constant issues are costing us too much money.
Just an FYI, we have a ton of volume that expires at the end of Sept.
We are under contract with Card Connect through Dec 31, 2025 as the exclusive referral party of all merchants.
We are also under contract not to compete with Card Connect until the end of 2025. This means launching a Payfac. We are not
planning on doing that until after such date.
The Citadel investment does not contemplate any revenue from high risk processing (zero) nor does Shift4 have any high risk
processing targets in any projections. We understand high risk will be terminated as it is in our contract. It is also correct that many
large volume merchants have high risk acceptance within their enterprise. In those circumstances, we will look to keep that volume with
Fiserv.
The amount of volume we are moving represents 20% of the total revenue to Fiserv and 50% of the merchants. 80% of the revenue
is expected to remain with Fiserv. This seems consistent with the past emails from Fiserv requesting we right-size our high risk exposure.

Please let me know if you have any questions.

Thanks,
Jared