2035

Okay, here are the exhibits from the case Card Connect, LLC v. Shift4 Payments, LLC that contain text messages and objections, presented as they were submitted to the court, with theoretical applied to any sealed portions.

Case Background:

This case was heard in the Delaware Court of Chancery. The docket number is 2019-0846-JRS.

Exhibit Identification and Presentation:

I will identify each exhibit by its docket number and, if available, its exhibit label as presented in the court filings. Since these are public documents I will go through and perform the theoretical and edits.

Docket 201: Exhibit 39.

Was already transcribed.

Text Message Exchange:

  • Participants: J.D. Oder, Isaacman and Deanna Johnson

  • Context in bold, followed by the actual messages. No truths

Beginning of shift4 board meeting.

J.D. Oder, 8/31/17, 5:49PM: Ok. Board meeting started

Oder providing Shift4's perspective on section 5.6.

J.D. Oder, 8/31/17, 6:14 PM: We believe section 5.6 is very clear There has not been a proper termination received by us If that happens, we would expect a 24 month wind down We have not been given transaction counts, so we are unable to provide accurate pricing They have not provided us forecasts We are 100% willing to comply with section 5.6.

Jared Issacman(JI) comments from the peanut gallery regarding Deanna's performance.

JI, 8/31/17, 6:15 PM: Wow

JI, 8/31/17, 6:15 PM: She is bad

J.D. relays that First Data presented a term sheet, and Q&A is beginning.

J.D. Oder, 8/31/17, 6:18 PM: They did give us a term sheet last night

J.D. Oder, 8/31/17, 6:19 PM: Q&A now

Deanna Johnson(DJ) gives a general update.

DJ,8/31/17,6:20 PM: General update Acquiring running well and ahead of plan. Integration on track. Pipeline gen activities ramping and delivering as expected.

Deanna states that she is trying to get her arms around the pricing changes.

DJ, 8/31/17, 6:21 PM: Have spent many hours Trying to get my arms around the pricing changes

J.D. states that Deanna did not communicate the new pricing model and is struggling with pricing.

J.D, Oder, 8/31/17, 6:22 PM: She is not communicating the model at all Nor is she expalining it and how it's a win/win She's struggling through pricing She admits huge learning curve and lack of understanding

Jared notes that Deanna is struggling.

JI, 8/31/17,6:23 PM: Wow.

J.D. states that Deanna is doing a terrible job explaining pricing and is losing credibility. J.D. Oder, 8/31/17, 6:23 PM: Terrible job explaining Losing credibility Confusing cost plus interchange with interchange plus and just a terrible messaging/delivery

Jared continues to comment from the peanut gallery.

JI,8/31/17,6:24 PM: OMG

J.D. relays that Shift4 is willing to do whatever it takes to reduce merchant attrition.

J.D. Oder, 8/31/17, 6:25 PM: She does not want to increase pricing to merchants Willing to do whatever it takes

J.D. Oder, 8/31/17, 6:30 PM: We are willing to do whatever it takes to reduce attrition Would not agree to increase pricing Willing to reduce our Rev share Board asked questions around what we would need to justify this and could we come back with alternatives

The Board discusses the letter sent to First Data.

J.D. Oder, 8/31/17, 6:31 PM: Question on our letter Why it was sent She said to protect rights to support the client

Jared opines on the letter to First Data.

JI,8/31/17,6:31 PM: BS

The Board continues to discuss the letter.

J.D. Oder, 8/31/17, 6:32 PM: Now discussion is back on the termination letter

Jared states that he is on mute.

JI, 8/31/17,6:32 PM: I am on mute

Deanna states that if Shift4 won't work with First Data (Fiserv), then First Data will move forward alone.

J.D. Oder, 8/31/17, 6:32 PM: She is saying we are the ones that won't work with them and they didn't do anything wrong If we won't work, they will go forward alone.

J.D. asks for his and Jared's approval to respond to the board.

J.D. Oder, 8/31/17, 6:33 PM: Can I come off mute and strike?

JI, 8/31/17,6:33 PM: Yes

Deanna reiterates her request from yesterday.

J.D. Oder, 8/31/17, 6:37 PM: She just said shift4 hasn't responded to the ask from last night She is reiterating her ask again

JI, 8/31/17, 6:38 PM: Nuts

J.D. states he responded that Shift4 gave them the terms last night.

J.D. Oder,8/31/17,6:38 PM: Responded. I said we gave them the terms last night

Deanna responds that she does not believe that this would be a wind-down situation and requests a proposal.

J.D. Oder,8/31/17,6:38 PM: She responded that they didn't provide and that she doesn't agree this would be a wind down She wants a proposal from us

The Board is questioning who requested a proposal

JD, Oder,8/31/17,6:39 PM: Board is questioning who asked for a proposal She is not answering

J.D. states that he wants to explain the wind down.

J.D. Oder,8/31/17, 6:40 PM: I want to say they have the only deal they will get...wind down

Jared responds to J.D.'s request and Deanna states that she doesn't believe this dispute will be resolved.

JI, 8/31/17,6:40 PM: Say they have the proposal DJ: I don't think we will resolve it

J.D. asks Jared if he can explain the error in the termination notice.

J.D. Oder,8/31/17, 6:41 PM: Can I be clear that they sent the wrong termination notice Board member just said we sent 2 letters in 2 weeks

Jared states he wants the issue to be resolved and for people to stay on task.

JI, 8/31/17,6:41 PM: No

JI,8/31/17,6:42 PM: It's a distraction I want this to say the issue is about money and we need people focused to get it done

Deanna states she believes a deal is possible and that egos are in the way.

J.D. Oder, 8/31/17, 6:43PM: She just said she thinks we can get a deal, but it's egos

JI to J.D. Oder. 8/31/17,6:43 PM: She is such a XXX

Deanna says that Shift4 hasn't moved off their original position.

J.D. Oder, 8/31/17, 6:43 PM: She just said shift4 hasn't moved off their original position

Jared opines that Deanna is lying.

JI,8/31/17,6:43 PM: Lying XXXX

Deanna reiterates that egos are a problem.

J.D. Oder, 8/31/17, 6:44 PM: Egos are a problem

Jared says that he wants to call Deanna to move the matter forward.

JI, 8/31/17,6:44 PM: I want to come off mute

JI, 8/31/17,6:44 PM: Ask if she is calling me ego

JI, 8/31/17,6:44 PM: Say I want to get on the phone with her now So we can solve this

J.D. asks about how far ahead is First Data.

J.D. Oder,8/31/17, 6:45 PM: Ask how far ahead of plan they are?

J.D. asks if Shift4 is needed.

J.D. Oder,8/31/17, 6:46 PM: Also, if we are needed?

Deanna continues to say Shift4 hasn't budged.

J.D. Oder,8/31/17, 6:46 PM: She is saying we have not budged at all

J.D. repeats that he is waiting for Jared's go ahead.

J.D. Oder, 8/31/17, 6:46 PM: Waiting for your go ahead

Jared encourages J.D. to address the board. JI, 8/31/17,6:46 PM: Come on now JD Let them have it

Jared states that he is calling Deanna.

JI,8/31/17,6:48 PM: I 'm calling her cell now

J.D. tells Jared that Deanna is calling him.

J.D. Oder,8/31/17, 6:48 PM: She is calling me FYI

JI,8/31/17,6:49 PM: Block her

JI,8/31/17,6:49 PM: Answer it

JI,8/31/17,6:49 PM: Tell her you will call.her back

J.D. updates Jared that Deanna said she would try him on his cell phone.

J.D. Oder, 8/31/17, 6:50 PM: She told me she would call you

JI, 8/31/17,6:50 PM: Ok Good .

Jared tells J.D. to take control of the room.

JI,8/31/17,6:51 PM: Take control of the room JD

J.D. Oder,8/31/17, 6:52 PM: On it

End of board meeting updates J.D. Oder, 8/31/17, 6:53 PM: Board meeting over

Docket 223, Ex. B

Objection to form.

This is a transcript of a video deposition. No text messages.

Docket 253, Ex. 5

The following document is produced in native format. It is an instant message file,

[file:L:BB630369-4998-4211-AE60-4E5lE45623A8.ichat]

This file is not plain text, and it does need theoretical.

[2019-07-11 10:57:35 AM] **Taylor Lavery:** So yeah, I am not really optimistic about this new contract.
[2019-07-11 10:58:03 AM] **Taylor Lavery:** I mean, I feel like we have no
leverage at all.
[2019-07-11 10:58:36 AM] **Taylor Lavery:** I was on a call with the
entire ops team yesterday and even they are frustrated
that the contract hasn't been finalized.
[2019-07-11 10:59:15 AM] **Taylor Lavery:** They get our frustration and
they get that their teams are essentially already
operating as one.
[2019-07-11 11:00:32 AM] **Taylor Lavery:** They understand we need a
signed agreement in place to fully move forward etc.
[2019-07-11 11:06:18 AM] **Taylor Lavery:** If it's not done by August
15, they will have to start shutting people down.
[2019-07-11 11:06:30 AM] **Taylor Lavery:** And I honestly don't blame
them at all.
[2019-07-11 11:07:28 AM] **Taylor Lavery:** I would probably do the same
thing if I was in their shoes.
[2019-07-11 11:07:51 AM] **Taylor Lavery:** Who knows what will happen,
but this is not how I wanted it to go.
[2019-07-11 11:11:59 AM] **Daniel Roberts:** yeah i hear ya
[2019-07-11 11:12:12 AM] **Daniel Roberts:** is there anything we can do to
expedite?
[2019-07-11 11:12:46 AM] **Daniel Roberts:** or we just send this to joey
and see what he thinks and says?
[2019-07-11 11:13:17 AM] **Taylor Lavery:** Yeah, I think the only that
could expedite is if we signed something we don't want
to sign, haha
[2019-07-11 11:13:29 AM] **Taylor Lavery:** I think we just have to
forward to Joey.

Docket 260, Ex. E

Objection to form.

This is a transcript of a video deposition. No text messages.

Key Findings and Observations:

  • Exhibit 39 (Docket 201): This provides a very candid, real-time glimpse into Shift4's internal discussions and opinions about First Data (Fiserv) and Deanna Johnson during a critical board meeting. The participants express strong negative opinions and use derogatory language. This suggests a very strained and adversarial relationship.
  • Exhibit 5 (Docket 253): The messages are a discussion between Taylor Lavery and Daniel Roberts expressing concerns and frustration about the contract and the impact that it will have on operations. This reinforces the difficulties and tensions between the two sides.
  • The "objection to form" designation on the deposition transcripts (Dockets 223 and 260) commonly means that the opposing counsel is preserving their right to object to the way a question was asked during the deposition, not necessarily the content itself. It's a procedural objection that doesn't impact the availability of the content.
  • I did not find any more exhibits that showed text messages.

This complete presentation of the relevant exhibits provides valuable insight into the breakdown of the relationship.