STOCKHOLDERS AGREEMENT OF
SHIFT4 PAYMENTS, INC.
THIS STOCKHOLDERS AGREEMENT, dated as of [ ● ], 2020 (as it may be amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this Agreement), is entered into by and among Shift4 Payments, Inc., a Delaware corporation (the Corporation), Searchlight Capital Partners, L.P., a Delaware limited partnership (Searchlight), Searchlight Capital II PV L.P., a limited partnership or organized under the laws of the Cayman Islands (Searchlight Capital PV), Searchlight Capital II, L.P., a limited partnership or organized under the laws of the Cayman Islands (together with Searchlight Capital PV, the Searchlight Holdcos) and Rook Holdings, Inc., a Delaware corporation (Rook Holdings, and together with Searchlight, the Original Members). Certain terms used in this Agreement are defined in Section 7.
WHEREAS, each Original Member owns, directly or indirectly, outstanding membership interests in Shift4 Payments, LLC, a Delaware limited liability company (Shift4 LLC), which membership interests constitute and are defined as Common Units pursuant to the Sixth Amended and Restated Limited Liability Company Agreement of Shift4 LLC, dated as of [ ● ], 2020, as such agreement may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time (the LLC Agreement and such membership interests, the Common Units);
WHEREAS, the Corporation is contemplating an offering and sale of the shares of Class A common stock, par value $0.0001 per share, of the Corporation (the Class A Common Stock) in an underwritten initial public offering (the IPO) and using a portion of the net proceeds received from the IPO to purchase Common Units;
WHEREAS, pursuant to that certain Common Unit Subscription Agreement by and between the Corporation and Shift4 LLC, dated as of [ ● ], 2020 (the Common Unit Subscription Agreement) and that certain Common Unit Purchase Agreement by and among the Corporation and certain member(s) of Shift4 LLC parties thereto, dated as of [ ● ], 2020 (the Common Unit Purchase Agreement), the Corporation will hold Common Units;
WHEREAS, upon consummation of the transactions contemplated by the Common Unit Subscription Agreement and the Common Unit Purchase Agreement, it is contemplated that the Corporation will be admitted as a member, and appointed as the sole managing member of Shift4 LLC;
WHEREAS, in connection with, and prior to, the consummation of the IPO, it is anticipated that Searchlight, the Searchlight Holdcos, the Corporation and certain of their respective affiliates will enter into a series of related transactions pursuant to which the Searchlight Holdcos will become holders of the Corporations Class B Stock, par value $0.0001 per share (the Class B Stock) and the Corporations Class C Stock, par value $0.0001 per share (the Class C Stock);
WHEREAS, pursuant to that certain Purchase Agreement by and between the Corporation and Rook Holdings, dated [ ● ], 2020, it is anticipated that Rook Holdings will purchase up to $100,000,000 of Class C Stock from the Corporation in a private placement concurrently with the IPO at a purchase price per share equal to the IPO offering price per share of the Corporation Class A Common Stock;
WHEREAS, immediately following the consummation of the IPO, Searchlight (together with the Searchlight Holdcos and any other Permitted Transferees of Searchlight, in such capacity, the Searchlight Related Parties) will be the record holder of shares of Class A Common Stock, Class B Stock and Class C Stock;