11/4/15, 11:56 AM
Jared Isaacman: Not
sure if this is going to
work but...any interest
in a call?
11/4/15, 12:17 PM
Jeff Shanahan:
Absolutely
11/4/15, 12:17 PM
Jared Isaacman: Great -
Randy just gave me
your cell. Let me know
if a good time
11/4/15, 12:18 PM
Jeff Shanahan:
Ready when u r
11/4/15, 12:20 PM
Jared Isaacman: K. Give
me a few minutes
11/4/15, 12:20 PM
Jeff Shanahan:
K

From: J. Isaacman
To: A. Lipton
Sent: 8/8/2016 9:59:28 AM EDT
Subject: None

Hey - just wanted to see how
things were going.

Jared

From: A. Lipton
To: J. Isaacman
Sent: 8/8/2016 10:05:11 AM EDT
Subject: None

Hanging in. Fighting battles on all
fronts and trying to get all the
resources aligned.

From: J. Isaacman
To: A. Lipton
Sent: 8/8/2016 10:06:38 AM EDT
Subject: None

Good to hear. Keep me posted.

From: A. Lipton
To: J. Isaacman
Sent: 8/8/2016 10:07:53 AM EDT
Subject: None

Absolutely. And you as well when
you start heading down the path

From: J. Isaacman
To: A. Lipton
Sent: 10/12/2016 1:38:52 PM EDT
Subject: None

Checking in -
I am around at some point if u
want to share any war stories or
just go for a walk. I know you
signed up for 24 months but not
sure I can wait that long.

From: J. Isaacman
To: A. Lipton
Sent: 10/12/2016 1:40:20 PM EDT
Subject: None

Wait that long for your invaluable
advice****

From: A. Lipton
To: J. Isaacman
Sent: 10/12/2016 1:45:17 PM EDT
Subject: None

Got it
I'm working.
Hunkered down.
Will come up for air soon!!!

From: J. Isaacman
To: A. Lipton
Sent: 10/12/2016 1:45:47 PM EDT
Subject: None

Great. We are getting many
questions on what u r up to.

From: A. Lipton
To: J. Isaacman
Sent: 10/12/2016 1:49:01 PM EDT
Subject: None

I can imagine.
Steering clear for now.

From: J. Isaacman
Sent: 11/11/2016 4:20:49 PM EST
Subject: None

Hey - no rush at all but do you
think u have any time for a call
next week?

Jared

From: A. Lipton
Sent: 11/11/2016 4:44:27 PM EST
Subject: None

Yeah.
Next week is yours.
I'm on a plane Sunday night
heading back west.
Can hook up either while I'm there
in meetings or when I'm back.

From: J. Isaacman
Sent: 11/11/2016 4:45:11 PM EST
Subject: None

Awesome.
Can do anytime that works well
for you.

From: A. Lipton
Sent: 11/11/2016 4:46:34 PM EST
Subject: None

K.
Monday isn't good???

From: J. Isaacman
Sent: 11/11/2016 4:51:14 PM EST
Subject: None

Anything after Monday is great

From: A. Lipton
Sent: 11/11/2016 4:51:47 PM EST
Subject: None

K

From: A. Lipton
To: J. Isaacman
Sent: 5/5/2017 5:50:42 PM EDT
Subject:

Hey man
Hope u r well
Thinking of letting u know what
i and my crew r doing
In software
Doing some cool stuff
U must know how badly I want to
tell u

From: J. Isaacman
To: A. Lipton
Sent: 5/8/2017 4:46:29 PM EDT
Subject:

Hey. How are you? Yes. I would
love to hear all about it. We have
a ton going on as well. Can do
anytime Tues (tomorrow) or later
in the week

From: A. Lipton
To: J. Isaacman
Sent: 5/8/2017 5:48:40 PM EDT
Subject:

Got it
Th it is then
What time works?

From: A. Lipton
To: J. Isaacman
Sent: 5/8/2017 5:48:48 PM EDT
Subject:

Thurs******

From: J. Isaacman
To: A. Lipton
Sent: 5/8/2017 6:20:09 PM EDT
Subject:

Anytime after 12pm est works

From: A. Lipton
To: J. Isaacman
Sent: 5/8/2017 8:17:36 PM EDT
Subject:

Let's say 12:30
I'll call u on cell

From: J. Isaacman
To: A. Lipton
Sent: 5/8/2017 8:45:14 PM EDT
Subject:

Sounds great

From: J. Isaacman
To: B.Murphy
Sent: 7/26/2017 8:33:29 PM EDT
Subject: None

Hey - just checking in. Do u
think there is a way to get out of
paying the $500k for Adam? He
has launched his competitive
product and seems to be
unwilling to help at all.

From: B. Murphy
To: J. Isaacman
Sent: 7/26/2017 8:33:47 PM EDT
Subject: None

Let me think about that one

From: B. Murphy
To: J. Isaacman
Sent: 7/26/2017 8:33:53 PM EDT
Subject: None

I owe you a call anyway

From: J. Isaacman
To: B. Murphy
Sent: 7/26/2017 8:34:32 PM EDT
Subject: None

Ok great.

From: J. Isaacman
To: B. Murphy
Sent: 7/26/2017 8:34:59 PM EDT
Subject: None

Feel free to call now if u have a
moment

2.5 Non-Competition; Non-Solicitation.
(a) Non-Competition. In consideration for the compensation and other
consideration described in Sections ‎2.1 and ‎2.3, during the Non-Compete Term (as defined
below), the Optionor and the Optionor Related Parties shall not, anywhere in the Restricted
Territory, directly or indirectly, whether as a principal, agent, employee, employer, consultant,
partner, member, shareholder, investor, owner, co-owner or otherwise, alone or in association
with any other Person:

(i) engage or otherwise participate in any Competing Business;

(ii) acquire, own or hold any direct or indirect interest (whether as a
stockholder, partner, member, owner, beneficial owner, investor, lender or otherwise) in any
Person that engages in any Competing Business; provided that
the passive ownership
of less than one percent (1%) of the total outstanding equity securities of any publicly-traded
company shall not constitute a violation of this provision; or

(iii) render any services or provide any assistance to any Person that
engages in any Competing Business.
(b) Non-Solicitation. In consideration for the compensation and other
consideration described in Sections ‎2.1 and ‎2.3, during the Non-Compete Term, the Optionor
and the Optionor Related Parties shall not, anywhere in the Restricted Territory, directly or
indirectly, whether as a principal, agent, employee, employer, consultant, partner, member,
shareholder, investor, owner, co-owner or otherwise, alone or in association with any other
Person:

(i) contact, solicit, induce or attempt to influence any Covered Party (as
defined below), whether or not such Covered Party is then under contract, to (A) terminate
their engagement or employment with the Company or any of its Subsidiaries or Affiliates
(collectively “Company Group”), or (B) engage in or participate, directly or indirectly, in a
Competing Business;

(ii) hire, employ or otherwise seek to engage any Covered Party; or

(iii) solicit, divert, take away, accept business from or otherwise interfere
with (A) any then-current customer of the Company Group with respect to which the
Optionor had any contact, responsibility or access to Confidential Information at any time

6

during the Term or (B) any prospective customer of the Company Group to whom the
Company Group had made a proposal, presentation or bid to provide any product or service,
or whom the Company Group has otherwise solicited or targeted to provide any product or
service, within the six (6) months immediately preceding the date hereof or the Closing Date,
whichever is later.
(c) Definitions. For purposes of this Agreement, the following terms shall
have the following meanings:

(i) “Competing Business” means (A) the business of developing,
marketing, selling, distributing and/or supporting software and/or technology systems that
enable merchants, hotels or casinos to accept credit card-based or other forms of electronic
payment, and/or (B) developing, marketing, selling, distributing and/or providing software-as-
a-service (SaaS) and/or payment technology, hardware, services or support to partners,
merchants, hotels, casinos, or providers of property management systems, point-of-sale (POS)
systems, electronic cash register (ECR) systems, accounting systems, or other such systems
(including value-added resellers, independent software vendors, referral partners and
independent sales organizations) that are used by or in the hospitality (including restaurants and
lodging) and/or gaming markets; in each case, that is competitive in any manner whatsoever
with the Business.

(ii) “Covered Party” means any (A) current officer, manager, employee,
consultant, or independent contractor of the Company Group, (B) former officer, manager,
employee, consultant, or independent contractor of the Company Group who was employed
by, engaged with or provided services to the Company Group, at any time within the twelve
(12) month period prior to the date on which any such solicitation or other activities restricted
by this Section occurred, or (C) any other Person with whom the Company Group had a
contractual relationship at the time that any such solicitation or other activities restricted by
this Section occurred.

(iii) “Non-Compete Term” means the period beginning on date hereof and
continuing until the third (3rd) anniversary of the expiration of termination of the Term.


(iv)
“Restricted Territory” means any jurisdiction or location (e.g.,
country, province, state, city, or territory) where the Company Group (A) is providing any
products or services, (B) is establishing or developing a business or business location, or (C)
has taken any steps to target, solicit or engage customers within the last twelve (12) months.
(d) The parties acknowledge and agree that it would be difficult to fully compensate
the Company for damages resulting from a breach of this Section ‎2.5, and accordingly, in
addition to any other rights or remedies, at law or equity, the Company may have against the
Optionor or any Optionor Related Party for any breach of this Section ‎2.5, the Company shall
be entitled to injunctive and other equitable relief to prevent or restrain such breach, without
the necessity of posting a bond or other security. If any court of competent jurisdiction deems
any provision in this Section ‎2.5 as unenforceable because of its scope, duration or otherwise,

7
then such court is authorized to reform such provision to make it enforceable in a manner that
reflects as nearly as possible, the then current understanding of the parties.