From: Sent: To: Cc: Subject:
Attachments:
Jared Isaacman
Saturday, March 27, 2021 2:07 PM
'rick@cardconnect.com'
Taylor Lavery; Michael Isaacman
FW: Cooperation Agreement - Card Connect
CardConnect Cooperation Agreement - March 2021 Draft.docx; CardConnect_Cooperation_Agreement_March_2021_Draft.pdf

Rick,
How about the attached?
Jared

From: Jared Isaacman
Sent: Saturday, March 27, 2021 2:04 PM
To: Angelo Grecco <agrecco@first-american.net>
Cc: Taylor Lavery <tlavery@shift4.com>; Mike Isaacman <misaacman@shift4.com>
Subject: Cooperation Agreement - Card Connect

Angelo,
Card Connect reached out to us.
Following our usual call on Monday, attached is a draft cooperation agreement for them. Please tum this
around asap.
Thanks,
Jared

CONFIDENTIALITY NOTICE: This e-mail message, including any attachments, is for the sole use of the intended recipient(s) and may
contain confidential and/or privileged information or otherwise be protected by law. Any unauthorized review, use, disclosure or
distribution is prohibited. If you are not the intended recipient, please contact the sender by reply e-mail and destroy all copies of the
original message and any attachments.

From: Sent:
To:
Cc:
Subject:
Attachments:
Angelo Grecco
Saturday, March 27, 2021 3:18 PM
Jared Isaacman; Angelo Grecco
Taylor Lavery; Mike Isaacman
Re: Cooperation Agreement - Card Connect
CardConnect Cooperation Agreement - March 2021 Draft.docx; CardConnect Cooperation
Agreement- March 2021 Draft .pdf

Thanks Boss. I knew you would come up with something that would make sense for all parties. I'll
handle on Monday.
On Mar 27, 2021, at 2:04 PM, Jared Isaacman <jisaacman@shift4.com> wrote:
Angelo,
Card Connect reached out to us.
Following our usual call on Monday, attached is a draft cooperation agreement for
them. Please tum this around asap.
Thanks,
Jared

CONFIDENTIALITY NOTICE: This e-mail message, including any attachments, is for the sole use of the intended recipient(s) and
may contain confidential and/or privileged information or otherwise be protected by law. Any unauthorized review, use,
disclosure or distribution is prohibited. If you are not the intended recipient, please contact the sender by reply e-mail and
destroy all copies of the original message and any attachments.

From:
Sent:
To:
Subject:
Jared Isaacman
Monday, May 17, 2021 7:12 PM
Stephanie Hampton; Nancy Disman
Fwd: Card Connect

FYI

Sent from my iPhone

Begin forwarded message:

From: Jared Isaacman
Date: May 17, 2021 at 7:09:00 PM EDT
To: Angelo Grecco <agrecco@first-american.net>
Subject: Card Connect

You were right about Card Connect all along. I should have known. They sent a nasty
demand letter today.

Case 1:21-cv-00653-UNA Document 108 Filed 08/29/22 Page 1 of 6
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EXHIBIT 5
R. STEMLER
DEPOSITION
TRANSCRIPT
EXCERPTS
Case 1:21-cv-00653-UNA Document 108 Filed 08/29/22 Page 2 of 6
Page 59
 Stemler - 7/13/2022
1 to Shift4 to see if there was a path forward that
2 would eliminate any of the concerns that, you
3 know, CardConnect has, you know, with the
4 marketplace, CardConnect Pay, and, I don't know,
5 maybe it's the future of the marketplace.
6 Whatever it is that, you know, creates this --
7 what appears to be tension that causes us to be
8 here now.
9 Q. And did you ever discuss your concerns
10 about the marketplace with either of the
11 Isaacmans?
12 MR. MALLOY: Objection to form.
13 THE WITNESS: I really don't recall if
14 those conversations were had or what came of
15 them.
16 BY MR. SLOMOWITZ:
17 Q. Did you ever discuss your concerns with
18 Mr. Lavery of Shift4?
19 A. I don't believe so.
20 Q. Did you ever discuss your concerns with
21 Mr. Grecco of Shift4?
22 A. No.
23 Q. Did you express your concerns to your
24 counsel in this case?
25 A. I believe so. I mean, it's been going
 Page 60
1 on so long this has been, you know, in my queue
2 for a very, very long time. So I'm positive that
3 with my counsel they are aware of all of the
4 concerns that, you know, CardConnect has.
5 Q. At the time that you left CardConnect
6 Pay to pursue new relationships that was on May
7 3rd; is that correct?
8 A. I'm sorry, can you repeat that?
9 Q. At the time that you left CardConnect
10 Pay on or around May 3rd, 2021 --
11 A. Yes.
12 Q. -- did you leave on that date to pursue
13 new relationships?
14 A. As of that date?
15 Q. Yes.
16 A. Yes.
17 Q. And at that time were the only
18 relationships that you were leaving to pursue the
19 gateway relationships?
20 A. Yes.
21 Q. And did you believe that Shift4's
22 marketplace impaired CardConnect Pay's ability to
23 solicit gateway relationships?
24 MR. MALLOY: Objection to form.
25 THE WITNESS: I'm sorry, can you repeat
 Page 61
1 it one more time.
2 BY MR. SLOMOWITZ:
3 Q. Sure. Did you believe at that time that
4 Shift4's marketplace was impairing CardConnect
5 Pay's ability to solicit gateway relationships?
6 MR. MALLOY: Objection to form.
7 THE WITNESS: Yes.
8 BY MR. SLOMOWITZ:
9 Q. And did you believe that that impairment
10 had existed since July of 2020?
11 MR. MALLOY: Objection to form.
12 THE WITNESS: I don't know when the
13 impairment began. It was just when, you know,
14 CardConnect had, you know, discussions with me
15 that, you know, this has been a struggle to either
16 obtain new gateways or retain existing gateways.
17 Q. Did you know whether the impairment
18 existed in July of 2020?
19 MR. MALLOY: Objection to form.
20 THE WITNESS: I don't believe so.
21 BY MR. SLOMOWITZ:
22 Q. So before March of 2021 you did not tell
23 anyone at Shift4 that Shift4's marketplace was
24 impairing CardConnect Pay; is that correct?
25 MR. MALLOY: Objection to form.
                                                                         8
Case 1:21-cv-00653-UNA Document 108 Filed 08/29/22 Page 3 of 6
Page 62
 Stemler - 7/13/2022
1 THE WITNESS: That's correct.
2 BY MR. SLOMOWITZ:
3 Q. And I believe you testified earlier that
4 aside from the e-mail string that we just looked
5 at, you did not raise the subject with anyone at
6 Shift4; is that correct?
7 MR. MALLOY: Objection to the form.
8 THE WITNESS: I'm sorry, I don't know
9 what e-mails we're looking at. And the
10 conversations that I've had are only the
11 conversations that I can recall.
12 BY MR. SLOMOWITZ:
13 Q. Let me see if I can make it clearer.
14 My understanding is that we had a discussion
15 before in which you saw a series of e-mails saying
16 that you had discussed with Mr. Isaacman the
17 marketplace and trying to cooperate on the
18 marketplace; is that correct?
19 A. Yes.
20 Q. Okay. And I understand that you don't
21 have an independent recollection about that any
22 longer; is that correct?
23 A. That's correct.
24 Q. And I'm asking: Aside from that e-mail
25 chain that you don't remember and aside from
 Page 63
1 drafting the cooperation agreement, did you take
2 any other steps to let Shift4 know that
3 CardConnect Pay believed that Shift4s marketplace
4 was impairing its ability to solicit gateway
5 relationships?
6 MR. MALLOY: Objection to form.
7 THE WITNESS: Do you mean me personally?
8 BY MR. SLOMOWITZ:
9 Q. Yes.
10 A. No.
11 Q. Did you ever tell Shift4 prior to leaving
12 that you believed that Shift4's marketplace was
13 violating the revenue share agreement?
14 MR. MALLOY: Objection to form.
15 THE WITNESS: I do not believe I
16 personally did, no.
17 BY MR. SLOMOWITZ:
18 Q. Do you have any knowledge that anyone
19 else at CardConnect or First American Payment
20 Systems did tell Shift4 that they believed that
21 Shift4's marketplace violated the revenue share
22 agreement?
23 MR. MALLOY: Objection to form.
24 THE WITNESS: That I don't recall.
25 BY MR. SLOMOWITZ:
                                                                         9
Case 1:21-cv-00653-UNA Document 108 Filed 08/29/22 Page 4 of 6
Page 64
 Stemler - 7/13/2022
1 Q. And did Shift4's refusal to sign the draft
2 cooperation agreement have anything to do with
3 your feeling that shift4 was not dealing with
4 CardConnect and First American Payment Systems
5 fairly?
6 MR. MALLOY: Objection to form.
7 THE WITNESS: I don't believe it was a
8 refusal to sign.
9 BYMR. SLOMOWITZ:
10 Q. Did the failure of the parties to agree
11 to a cooperation agreement inform your view that -
12 or contribute, I guess I should say, to your view
13 that Shift4 was not dealing with CardConnect
14 fairly?
15 MR. MALLOY: Objection to form.
16 THE WITNESS: I don't know if it was a
17 reason to believe one way or the other. I do
18 believe that, you know, Shift4 was not going to
19 sign the cooperation agreement.
20 BY MR. SLOMOWITZ:
21 Q. And what made you think that?
22 A. Just that they didn't sign it. So it was
23 months that it wasn't signed.
24 Q. Did you ever -- did Mr. Isaacman ever
25 tell you that he wasn't going to sign it?
 Page 65
1 A. I don't -- I don't recall and I don't
2 recall any conversations of him saying no.
3 Q. And what made Shift4's marketplace less
4 easy for you to work with than Shift4's prior
5 model, the ISV model, or the VAR model, or the
6 agent model?
7 MR. MALLOY: Objection to form.
8 THE WITNESS: I'm sorry, can you repeat
9 that?
10 BY MR. SLOMOWITZ:
11 Q. Sure. What made it less easy for you to
12 work with Shift4's marketplace than it had been
13 for you to work with Shift4's prior business
14 model, the ISV model, the VAR model, or the agent
15 model?
16 MR. MALLOY: Objection to form.
17 THE WITNESS: I don't know. I was working
18 with gateway partners, you know, prior to the
19 marketplace. You know, when the marketplace, you
20 know, was released they were still my gateway
21 partners. I don't know if that answers, like, the
22 "easier to work with." I just have always worked
23 with, you know, gateway partners.
24 BY MR. SLOMOWITZ:
25  Q.  Can you elaborate on what you mean by
                                                                        10
Case 1:21-cv-00653-UNA Document 108 Filed 08/29/22 Page 5 of 6
Page 66
 Stemler - 7/13/2022
1 your e-mail to Mr. Isaacman that Shift4's
2 marketplace "made things hard"?
3 MR. MALLOY: Objection to form.
4 THE WITNESS: I don't know what I would
5 elaborate beyond it made things hard. What I was
6 trying to do as a relationship manager for
7 CardConnect was keep everyone working together and
8 happy. And I suppose Shift4's marketplace made
9 keeping gateway partners, you know, in a position
10 of wanting to continue to do business with
11 CardConnect difficult.
12 BY MR. SLOMOWITZ:
13 Q. And can you elaborate on what you mean
14 by it being nonreciprocal, that the marketplace
15 was nonreciprocal?
16 MR. MALLOY: Objection to form.
17 THE WITNESS: Well, if you -- if you think
18 of a gateway, you know, just one gateway, and this
19 gateway has a relationship with CardConnect and
20 that gateway also has a relationship with Shift4,
21 gateway, you know, would send all of their
22 transactions, you know, through us, through
23 CardConnect and Shift4, you know, together.
24 And then, you know, once the marketplace came
25 out, it appears that those -- that same gateway or
 Page 67
1 group of gateways, you know, may have, you know,
2 stayed with CardConnect or put some of their
3 business through Shift4.
4 So then I guess the "nonreciprocal" is
5 that CardConnect is not on Shift4's marketplace;
6 therefore, the reciprocity or, like, working both
7 ways that you can put transactions through
8 CardConnect or Shift4, you can only -- you can't
9 reciprocal -- it's not reciprocal. You can only
10 send your transactions through Shift4's
11 marketplace. You cannot send them through
12 CardConnect Pay, you know, on the Shift4
13 marketplace.
14 MS. KLUGMAN: Hold on.
15 MR. SLOMOWITZ: Sure. I'm sorry.
16 BY MR. SLOMOWITZ:
17 Q. I want to make sure I understand your
18 testimony completely.
19 Is it the case that the nonreciprocity
20 that Shift4 and CardConnect Pay each had gateway
21 partners but that Shift4 was not referring any of
22 its business to CardConnect Pay, not that Shift4's
23 marketplace participants were sending all of
24 their business to Shift4 versus to CardConnect Pay
25 via their own gateway connections; or is that the
                                                                        11
Case 1:21-cv-00653-UNA Document 108 Filed 08/29/22 Page 6 of 6
Page 68
 Stemler - 7/13/2022
1 latter, that's what you mean by
2 "nonreciprocity"?
3 MR. MALLOY: Objection to form.
4 THE WITNESS: You know, I'm not sure I can
5 answer that as clear as I'd like to. I mean,
6 "nonreciprocal," I get "nonreciprocal." I mean,
7 that's what it is. But the nuances, the
8 differences between your two statements, I'm not
9 sure I can, you know, give any more clarity to
10 that.
11 BY MR. SLOMOWITZ:
12 Q. Okay. Let me -- instead of asking you
13 about the differences, let me ask you about the
14 two different alternatives I proposed. Okay?
15 A. Yes.
16 Q. One element of nonreciprocity could be
17 that Shift4 didn't participate in CardConnect's
18 marketplace; is that correct?
19 MR. MALLOY: Objection to form.
20 THE WITNESS: Yes, that would be
21 nonreciprocal.
22 BY MR. SLOMOWITZ:
23 Q. Okay. Another facet of nonreciprocity,
24 as you explained it, would be that various
25 marketplace -- gateway participants, gateway
 Page 69
1 partners, were sending volume for processing to
2 Shift4 that they could equally have sent to
3 CardConnect Pay; is that correct?
4 MR. MALLOY: Objection to form.
5 THE WITNESS: Yes.
6 BY MR. SLOMOWITZ:
7 Q. And when you used the word
8 "nonreciprocal" in connection with Shift4's
9 marketplace, were those both items that you were
10 contemplating, both the fact that Shift4 did not
11 join CardConnect Pay's marketplace and that you
12 believed that gateway partners were sending volume
13 to Shift4 that could have gone to CardConnect Pay?
14 MR. MALLOY: Objection to form.
15 THE WITNESS: Yes.
16 BY MR. SLOMOWITZ:
17 Q. Do you view it as a failure of Shift4 to
18 market CardConnect Pay that Shift4 did not join
19 the CardConnect Pay marketplace?
20 MR. MALLOY: Objection to form.
21 THE WITNESS: Is that question for me?
22 BY MR. SLOMOWITZ:
23 Q. Yes.
24 A. I don't know.
25