From: Jd isaacman To: Michael Seaman; Taylor Lauber
Subject:
Date: Thursday, March 28, 2019 1:37:26 PM

Taylor - I know your traveling. Will catch you up on this later.
Mike - you can share this guidance with the team.

Team,

We have a situation that has slowly developed with our partner, Card Connect. I will give everyone a
more comprehensive update when I get back from Singapore next week but, for now, here is all
you need to know when talking to Card Connect, Resellers and our Sales Teams:

•    We have had a growing concern that Card Connect has been violating our agreement
throughout 2018 and continuing now into 2019. Specifically, we are not able to support their
referral partners (which include software companies) as we are required to do in our agreement.
Card Connect has responded to our inquiries over the last few months saying they will address
it (along with many other outstanding issues), yet there has been no progress. My concern has
grown significantly now that a software partner we share in common, and have for years,
informed us their volume is now moving to Card Connect — despite the non-solicit language in
our agreement. This has prompted us to begin taking actions as prescribed in our contract to
address this.

•    Our contract requires we follow a specific series of steps. First, we must provide notice of the
violations. I did so about an hour ago. A 30-day clock will start to run next week. We are
required to meet during this time, which I expect we will, to try and resolve this on good terms. I
am all for getting to that outcome. If a resolution cannot be achieved, then we must advise Card
Connect our intent to terminate the agreement. The agreement wi ll then terminate in 90-days.

•    We believe Card Connect to be a good company. We also appreciate the business we have
done together, which began back in 2011. It is in everyone's best interest to solve problems.
Card Connect has been unwilling to do that for quite some time now. I am optimistic this can
still be resolved.

•    Do not communicate any concerns with existing Card Connect merchants. It is important to
address any concerns they may have without escalating this situation any further. Do not, under
any circumstance, communicate to their merchants that our agreement could be terminated in
the future. Although this may be a possible outcome in the next 4 months if we do not solve
these issues, it is far too early for an outcome to be known now.

•    The guidance I have provided covers all that needs to be known by our Sales Teams, Resellers
and Card Connect. We do not want this to be perceived to be a bigger issue than it is. Please
reinforce my message. I spoke to Angelo directly before I sent formal notice to them. He was
appreciative and plans to talk to Jeff Shanahan (Card Connects CEO) right away. Jeff is an
incredibly standup guy. I have no doubt we will be talking again in the near future.

Jared

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From: Jared Isaacman
Sent: Friday, August 11, 2017 9:26:39 PM
To: Frank Young
Cc: Taylor Lauber; Kyle Crouthamel
Subject: Re: Executing on Card Connect

Frank,

I reviewed the draft plan. It is not in a format that I can comment on nor
recommendations that I could possibly approve.

First. I'm not a fan of the tone. It's as if this plan is focused on minimizing
the disruption and backlash from killing Card Connect as opposed to
building a better product. This isn't about destroying a partner for the
sake of it. I want our products and services to win in the market the
way they should. The goal is to minimize the amount of time we spend
on the transition and maximize our focus on Lighthouse, our gateway
and customer service.

Second. I never approved a "phase out" of the brand. I have no idea
how we went down that path. Until this is resolved with Fiserv Card
Connect is a partner and should be treated that way. The brand will
persist until such time a decision is made to do otherwise. You are
simply to focus on developing and promoting better products and
services to win in the market.

Third. The only steps that should be addressed right now are making
sure we have the solutions ready to deploy. That's it. I don't need
detailed plans on how to sunset a partnership (there are so many
unknowns) if we don't have a better solution yet.

Fourth. I asked a number on Card Connect related questions on
Wednesday. I didn't received answers to them yet.

The strategy on Card Connect remains the same as it has for over a
year now. We must prepare to support Card Connect's customers in
the event the partnership is terminated without penalty. It is one of
many possible outcomes from our present situation with Fiserv. We do
not have insight into the other outcomes at this time.

Please advise the necessary parties so they are focused on the priorities
above.

Jared

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From: Jd isaacman To: Agelo Grecco
Subject:
Date: Thursday, March 28, 2019 12:17:29PM

Angelo,
Hope all is well. I wanted to let you know I am sending over a notice letter, as
required in our agreement, to address a contract violation. I have also copied Randy,
as I am sure he will get pulled in at some point.

Our preference is to always work through issues on good faith and achieve a win-
win outcome. As of now, despite our frequent requests, our agreement is not
being adhered to. All of this is address in the letter, which is the first step in a
series we must follow according to the agreement.

I plan to be back in the office late next week and happy to meet-up to resolve all this.
Give my best to everyone there. You have a very good team.
Jared

36. Isaacman is the founder and Chief Executive Officer of Shift4 and the
driving force behind Shift4’s growth and business strategy.
...
85. On March 28, 2019, Isaacman emailed Grecco stating that he was
“sending over a notice letter, as required in [the] agreement” between Shift4 and Card
Connect. Ex. 2. Isaacman went on to say that Card Connect was “not . . . adhering” to
the agreement and that he was “happy to meet-up to resolve” the issues of Card
Connect’s non-compliance with the agreement. Id.
86. After receipt of the letter, Card Connect, through its counsel, advised
Shift4 that same day that it was working to address the issues raised in the notice letter
and that it was available to meet the following week.
87. Shift4 disregarded Card Connect’s prompt response and did not
respond for approximately three weeks later when it stated that Card Connect’s alleged
failure to comply with the agreement, was “a serious contractual violation.”