From: J.R.O
Sent: Sunday, June 2, 2019 10:59 AM
To: Jared Isaacman
Subject: Re: Quick question

Sounds good but please don’t give me a solid answer - the drama is fun

From: Jared Isaacman <jisaacman@shift4.com>
Sent: Sunday, June 2, 2019 10:17:16 AM
To: J.R.O
Subject: Re: Quick question

I can’t commit to that. It’s way too early. It’s like asking someone you just met to marry you. I do commit that Shift4, and especially me personally, will take very good care of our people and do the best by them if we controlled our destiny. An IPO has many advantages. There are also a let of unknowns. We don’t put a probability on transactions. We just make sure that if we find ourselves in good fortune as a result of one - we don’t forget those that worked nights/weekends, believed in the mission when we were in the single wide trailer with 12 employees, etc.
That I do put 100% probability on.
Sent from my iPhone

On Jun 2, 2019, at 9:58 AM, J.R.O <jrok@shift4.com> wrote:
Can you please confirm the following?
“If Shift4 were to go public or be sold, I commit to finding a way for any existing employee that had options at the time-to
participate/benefit in an equitable manner to an employee that acquired stock options on their first day of employment-
irrespective of vesting provisions."
Thanks,
J.R.
Sent from my iPhone

From: J.R.O
Sent: Sunday, June 2, 2019 12:21 PM
To: Jared Isaacman
Subject: Re: Quick question

No worries at all!
Sent from my iPhone

On Jun 2, 2019, at 11:45 AM, Jared Isaacman <jisaacman@shift4.com> wrote:

Also, I totally get your follow up question. I am traveling. I can give you lots of examples where we did right by
people after a transaction. I just don’t want to ever put us in a situation where the definition of equitable is
subjective. I also made the equity grant to you a little larger knowing you were going through a lot of
personal/financial challenges from that disaster divorce you went through and still had a high quality team to
build at lighthouse. I also expect you to do very well here in general brotha.
Sent from my iPhone

> On Jun 2, 2019, at 9:58 AM, J.R.O <jrok@shift4.com> wrote:
>
> Can you please confirm the following?
> "If Shift4 were to go public or be sold, I commit to finding a way for any existing employee that had
> options at the time-to participate/benefit in an equitable manner to an employee that acquired stock
> options on their first day of employment- irrespective of vesting provisions."
> Thanks,
> J.R.
>
> Sent from my iPhone

From: Jared Isaacman <jisaacman@shift4.com>
Sent: Friday, August 30, 2019 6:27:10 PM
To: J.R.O
Subject: Re: FYI

Ok. No mercy rule with our equity grants unlike MLB 😊. No one should expect to be cut from Shift4.
Can we eliminate language that incentivizes any bad behavior.

Sent from my iPhone

On Aug 30, 2019, at 5:12 PM, J.R.O<jrok@shift4.com> wrote:

Got it, thanks! Another question for you. Is there any chance you could eliminate a portion or portions of
the following paragraph from the standard employee agreement?

Termination Without Cause. In the event that the Company terminates Employee’s employment
without “Cause” (as defined below), Employee shall be entitled to continued vesting of the Option for
twelve (12) months following the date of termination as though Employee had remained employed by
the Company during such period (the “Severance Period”); provided, however, that in order to be
eligible to receive such accelerated vesting, Employee must execute a release of claims in favor of the
Company in a form reasonably acceptable to the Company. Notwithstanding the foregoing, in no
event shall Employee be entitled to any additional vesting of the Option beyond the expiration of the
Severance Period. The accelerated vesting of the Option set forth herein, if any, shall constitute
Employee’s sole and exclusive remedy, and in no event shall Employee be entitled to any other
compensation (including, without limitation, salary continuation and/or severance benefits) in
connection with Employee’s termination of employment, unless required by applicable law. For
purposes herein, “Cause” means (i) Employee’s conviction of, or plea of guilty or nolo contendere to,
any felony; (ii) any act of fraud, embezzlement or serious misconduct by Employee in connection with
Employee’s duties at the Company; or (iii) any material breach by you Employee of this Agreement.

I absolutely understand the need for that clause, but I’m struggling with recruiting top talent who are in
high demand.
Sent from my iPhone

On Aug 29, 2019, at 9:28 PM, Jared Isaacman <jisaacman@shift4.com> wrote:

I think we just say at all times everyone is treated equitably. I don’t think we say everyone with options
benefits because someone still at the company who was issued stock options in their offer letter (but unvested)
would absolutely still participate because their 4-year clock (or whatever their vesting period is) is still ticking.
For example, there was a transaction in 2017 I recall. Everyone at the company at that time received options as
part of the transaction. They had a 4-year vesting period. That means the options, if not fully vested, would
have been included in any subsequent transaction. Also, 2017 we accelerated options on some people who
left the company and cashed out those that stuck around through the transaction. Hope that helps
Sent from my iPhone

Begin forwarded message:

From: "Michael J. Yaro" <myaro@ssrklaw.com>
Date: July 16, 2020 at 8:03:47 PM EDT
To: "'Rothamel, JR'" <JR.Rothamel@shift4.com>
Cc: "'nmitzel@cohenseglias.com'" <nmitzel@cohenseglias.com>, "Doyle,
Daniel (Dan)" <Daniel.Doyle@shift4.com>
Subject: RE: Card Connect v. Shift4

J.R.:

I am responding to your letter, below.

There is nothing hyperbolic about my email of yesterday. To the contrary, the email
was understated, measured and entirely professional under the circumstances.

The circumstances are your demand that Shift4 enter into a tolling agreement –
accompanied by your threat that if Shift4 does not agree to a tolling agreement you will
immediately be “suing my client, and me personally.” See your June 18 and June 23,
2020 and July 14, 2020 emails attached as part of Exhibit 2 to the Declaration of Daniel
Doyle filed today with Shift4’s motion to dismiss. Your threat was issued despite you
having no legitimate basis for asserting either demand.

As for your new claim to be acting on behalf of “all similarly situated employees,” I
have no idea to whom you are referring. Please provide the names of these employees
and the factual bases for their alleged claims, and please refrain from unilaterally
purporting to speak for anyone other than yourself.

I have alerted my professional liability insurance carrier of your threat to sue me.

Very truly yours,

/s/ Michael J. Yaro

Michael J. Yaro, Esq. | Partner
Direct: 610.378.2217 | Fax: 610.378.2379
1275 Glenlivet Drive, Suite 200 | Allentown, PA 18106
myaro@ssrklaw.com | www.ssrklaw.com

From: Rothamel, JR [mailto:JR.Rothamel@shift4.com]
Sent: Thursday, July 16, 2020 7:44 PM
To: Michael J. Yaro <myaro@ssrklaw.com>
Cc: nmitzel@cohenseglias.com; Doyle, Daniel (Dan) <Daniel.Doyle@shift4.com>
Subject: Card Connect v. Shift4

Mike,

I’ve reviewed your response and find it disappointing in its hyperbolic, unprofessional tone. I
requested a very common legal document, on behalf of all similarly situated employees, in an effort
to preserve my/their right to pursue valid claims against Shift4. My intent was to communicate
openly, avoid litigation, and begin a constructive dialogue. I chose to communicate this on the phone
and via email, neither of which I consider to be unprofessional. I am not a lawyer and rely on the
guidance of my company and counsel like you, to respond swiftly and professionally to my questions
and concerns.

I was surprised by your reference to providing legal counsel to Nancy. I reached out to you in your
capacity as Shift4’s outside counsel as I had done in the past. I did not retain you as personal
counsel, nor did I ask you to represent anyone else in the company but me. I did mention having
spoken with Nancy, and your response indicated that you spoke with her as well.

I do not wish to engage in further discussion on this matter, as it is not constructive to resolving the
dispute at hand. I am hopeful that Shift4 will take this opportunity to present a tolling agreement to
avoid litigation.

-J.R.