From: J.J. Wall
Sent: Tuesday, August 6. 2019 10:23 AM
To: Jared Isaacman; Taylor LaMarre
Cc: Jon Gilbert; Michael Isaacman; Daniel Drasin
Subject: FW: Fiserv 8/5 deliverables

If we can get them to stop the reseller program that would be ideal as that is the biggest threat at this point.

**We have the call with them at 2 to square the beef.** I copied a link on the calendar.

From: J.J. Wall [mailto:jjwall@shift4.com]
Sent: Tuesday, August 06, 2019 10:23 AM
To: Jared Isaacman; Taylor LaMarre
Cc: Jon Gilbert; Michael Isaacman; Daniel Drasin
Subject: FW: Fiserv 8/5 deliverables
If we can get them to stop the reseller program that would be ideal as that is the biggest threat at this point.
We have the call with them at 2 to square the beef. I copied a link on the calendar.

From: Jared Isaacman <jisaacman@shift4.com>
Sent: Tuesday, August 20, 2019 4:21 PM
To: J.J. Wall <jjwall@shift4.com>
Cc: Taylor LaMarre <tlamarre@shift4.com>
Subject: Re: Draft Response

Great - thanks
Can we hold off sending until 8am tmrw.

Want to sleep on it.

Jared

> On Aug 20, 2019, at 7:14 PM, J.J. Wall <jjwall@shift4.com> wrote:
>
> All,
>
> Attached is an initial draft. Let me know your thoughts.
>
>
> JJ
>
> J.J. Wall
> Chief Technology Officer
> shift4 )
>
> Mobile: [Redacted]
> 2202 N. Irving St. | Allentown, PA 18109
> shift4.com<http://www.shift4.com/>
>
> [Shift4 Logo]

>> On Aug 20, 2019, at 3:01 PM, Jared Isaacman <jisaacman@shift4.com> wrote:
>>
>> JJ / Taylor,
>>
>> See email chain below.   Can you put together a narrative / email response that achieves the below.   I marked up the original agreement where
>> I think we should start.
>>
>> Goals
>> 1) Remove the exclusivity language in the original agreement.  We don’t care about giving up exclusivity (at least now) since the program hasn’t
>> delivered and likely won’t deliver as time goes on.   I don’t think we should come out and acknowledge we used Lighthouse to compete with
>> them – but just say ‘sure, we’ll give up exclusivity…its not a big deal or valuable program to us’
>>
>> 2) Indicate that we have been getting pressured by our mutual customers to deliver a certified integration to Lighthouse.
>>
>> 3) Indicate that Fiserv was involved in various breaches of customer data that required us to act to protect our customers data.
>>
>> 4) State that Fiserv is requiring a substantial and on-going license fee to certify with Lighthouse.   This should give the impression its high and
>> on-going.  We should consider the right ‘number’  (ie  $25m).    There should be a line in the letter that states “Nevertheless, in the spirit of
>> cooperation and desperation of our mutual customers, we believe covering such license costs would be best handled by all the merchants we
>> share together as it ultimately gives them the ability to use money-losing product of Fiserv, known as Lighthouse”
>>
>> 5) Have some language that says, “Until the exclusivity and license fee matters are resolved….”
>>
>> 6) And then… “Additionally, you acknowledged on our call you have been operating the CardConnect reseller program in ways
>> that could be considered ‘at a minimum’ tortious interference, and we expect you to provide a response to that matter before
>> further discussions”
>>
>> Jared
>>
>>
>>> On Aug 20, 2019, at 12:31 PM, [Redacted]
>>> wrote:
>>>
>>> 
>>> Jared,
>>>
>>> I wanted to follow up on our recent meeting and subsequent phone call wherein we discussed several very serious issues.
>>>
>>> In violation of the exclusivity provisions of Section 2.3 of the Agreement, we understand that Shift4 has developed a “side door” integration
>>> with Lighthouse/SpotOn.   This integration allows Shift4 to process transactions through Lighthouse/SpotOn without going through CardConnect.
>>>
>>> We also discussed the fact that, in addition to and in furtherance of this breach of contract, you have actively attempted to interfere in the
>>> relationship between CardConnect and its reseller, by inter alia, inducing them to sever the relationship.
>>>
>>> We take these actions seriously and are considering next steps.   While we do so, at a minimum, we expect that you will immediately cease and
>>> desist from processing further transactions through Lighthouse/SpotOn in violation of the Agreement.   We also demand that you preserve all
>>> documents, data and communications (including text messages and other electronic messages) related to your integration with Lighthouse/SpotOn or
>>> your attempt to interfere in our reseller relationship, including all communications between you and SpotOn, our reseller, and their employees,
>>> agents or affiliates.
>>>
>>> Thanks,
>>> -Adam
>>>
>>> Adam T. Ford | Chief Compliance Officer & General Counsel
>>> Fiserv, Inc. | 5565 Glenridge Connector, Suite 2000, Atlanta, GA 30342
>>> O: [Redacted]
>>> M: [Redacted]
>>> adam.ford@fiserv.com | www.fiserv.com
>>>
>>> [Fiserv Logo]
>>>
>>>
>>>
>>>
>>>