(8:25 AM 9/27/17)
9/27/17,8:25 AM

(8:25 AM)
Me: What's up with OSY?

(8:37 AM)
Taylor: Getting a quote from them for tokenization

Taylor: For our POS systems

(8:38 AM)
Me: Gotcha. Haven't heard of them

(8:41 AM)
Taylor: Heard they are really good

Me: As long as Chase supports it then it will work

(8:41 AM)
Taylor: Yes.

(8:42 AM)
Going dirctly with them for everything except POS

(8:42 AM)
Me: Cool.

(10:29 AM)
Taylor: I just signed docs with OSY and First Data

(10:29 AM)
We ate good

(10:30 AM)
Me: Sweet.

(11:02 AM)
Directly*

Taylor: One question...

(11:02 AM)
Do we need to keep our merchant account open with you or can we close
that?

(11:05 AM)
Me: Well is everything moving or just new deals?

(11:14 AM)
Everything but our micros merchants
Taylor:
(11:30 AM)
Me: Gotcha. Then yea you should be able to close it

(2:00 PM)
Taylor:
Can you get that closed out by Friday?
 
(2:21 PM)
Me: I'll see what I can do. Let me check

17 A. With OSY.
18 Q. You did. Okay. And the e-mail says the
19 effective date of this agreement shall be deemed to
20 have commenced as of September 27, 2017. Do you see
21 that?
22 A. Yes.
23 Q. But you negotiated -- your testimony is you
24 negotiated this deal only starting on 9/27. Is that
25 true?

1 Q. Okay. The one that was with OSY, what was
2 the final agreement you struck, if you reached an
3 agreement with OSY?
4 A. I believe the final agreement was to go
5 direct with First Data and OSY was going to be the
6 gateway provider for all non-point-of-sale
7 transactions.
8 Q. And what payments processor was OSY using at
9 the time?
10 A. First Data.

24 a token from everybody and provide it to a provider.
25 Q. And under your agreement with OSY, who was
1 providing tokens?
2 A. OSY.
3 Q. Exclusively?
4 A. As far as I know, yes.
5 Q. And under your agreement to OSY, do you know
6 where OSY was getting tokens from?
7 A. I do not.
8 Q. Did you agree to exclusively use OSY to get
9 tokens for your clients?
10 A. Yes.

7 Q. Do you recall at some point reaching a
8 tentative agreement with OSY pending execution of
9 contracts?
Taylor Jones 05/22/2019
Case 3:17-cv-01751-MMD-CSD Document 224-14 Filed 06/20/19 Page 284 of 456
Page 284
1 A. Yes.
2 Q. And when did that happen?
3 A. I don't recall the exact date. I know it
4 took several months of negotiating with OSY before we
5 came to an agreement.
6 Q. Do you recall when you came to an agreement,
7 subject to the execution of contracts?
8 A. I do not recall that. I am sorry.

12 Q. And it says, "We will be sending
13 everything that is not point-of-sale through OSY
14 starting tomorrow." Do you see that?
15 A. Uh-huh.
16 Q. Is that a yes?
17 A. Yeah. Yes.
18 Q. And why are you discussing OSY with Mr.
19 Boyd?
20 A. Because it was a big change coming from
21 CardConnect to OSY and First Data.

11. In our text string from September of 2017, Mr. Stio asked what was up with OSY Technologies and I
told him we were getting a quote from it for tokenization for our POS systems. I learned that OSY was using First
Data as its payment processor, and decided to go directly to First Data and OSY for certain merchant services.
That same day I signed the direct contract with First Data and OSY, effective immediately.

From: Jared Isaacman
Sent: Friday, August 23, 2019 11:55:17 AM
To: 'rkerr@firstdata.com'
Subject:

Hi Ryan,

Just wanted to drop you a quick line and check in. I thought our meeting on
Wednesday went well and I think we have a lot of common ground in terms
of what needs to be accomplished through the remainder of the year.
Basically, we see it as the following:

(1) Resolve the open litigation. We are optimistic based on the dialog and
materials exchanged to-date that a settlement is well within reach. I
believe the next step is a response from your side to our settlement
proposal.

(2) Put in place the go-forward referral sales agreement. I know there was a
request for a 30-day extension here, but I don't think that timeline is
necessary or acceptable considering the number of customers caught in
the backlog right now. We have language drafted for an agreement that
includes financial considerations to incentivize FD/Card Connect to send
us volume as well as the usual language around support, ownership of
accounts, etc. in the event the relationship terminates. We can share that at
any time.

(3) Address the OSY/payment facilitator matter. We are open to various
economic structures here, but the bottom line is OSY has been a customer
of Card Connect for years and processes billions. They are a profitable
account for Card Connect (and us a little bit) and they are at risk of leaving.
We need to fix that.

(4) Jointly develop a plan to move forward with respect to at-risk customers
representing over $7B in payment volume. These include: OSY, Shopkeep,
Lavu, MobileBytes, Simpay, POS Nation, etc. I acknowledge that every
situation is a little different, but we ought to jointly call each of these
customers by the end of next week to show a united front and that
FD/Card Connect is committed to getting their problems solved.

(5) Resolve the pricing issue on the SkyTab hardware or remove exclusivity. We
believe the pricing of SkyTab is being unfairly marked up a lot to other
ISOs/competitors... despite the fact that (i) Card Connect imposed
exclusivity of SkyTab for those ISOs and (ii) we developed SkyTab.

(6) Resolve the PAX hardware inventory issue. There must be 5,000+ devices
in that King of Prussia warehouse that we paid for that have never been
deployed.

(7) Agree to terms that protect our customers from solicitation/conversion -
especially by Card Connect direct/Fiserv direct.

(8) Make changes to the referral agreement that reflect the termination
provisions of the operating agreement and improve some other areas
discovered throughout this battle/litigation.

I appreciate the above represents a lot of work. Again, I do think we
have a lot of common ground through which an agreement can be
reached that is mutually beneficial for both parties. I personally, as
well as many others on my team, have dedicated ourselves day and
night to achieve this outcome and look forward to hearing from you to
get it done.

Best,
Jared

From: Jared Isaacman
Sent: Monday, July 29, 2019 20:13
To: Ryan Kerr
Subject: Re: materials

Ryan,

   I'm sure your travel has been rough. Call whenever convenient to discuss.

   As I mentioned, we are being told our settlement proposal doesn't work because it would cost FD too much money. We
have a hard time getting to the same conclusion when it comes to balancing out all monetary items between our organizations.

   For example, the amount Card Connect is recognizing in referral fees is likely far less than what it should be. We were informed
the calculation should be performed on profitability to all parties (FD, CC, etc.). This item as well is also not likely correct.

   Regardless, from our perspective, we have been overcharged, short paid, billed improperly, etc. many millions since just the
start of 2019. So, let's at least get to a level playing field here.

   In addition, your team has mentioned they feel S4 has been unjustly enriched. We take issue with that.

•  The software revenue in question relates to software S4 developed and never sold in advance.
•  Card Connect never sold the software on its own. The customers have had it for 5+ years and just now want to bill for
   it? That makes no sense.
•  Card Connect has charged whatever they wanted for our software. The pricing was punitive and we haven't made
   anything on S4 gateway apps in years.

   I just want to create a level playing field here. Everyone is paying me, our customers are getting paid, and we are getting bills
that make no sense. We provide all of the support, the gateway, software, etc. and yet we are a cost center to Card Connect?
Something is very wrong here.

Best,
Jared

From: Jared Isaacman
Sent: Friday, June 21, 2019 7:37 PM
To: 'rkerr@firstdata.com' <rkerr@firstdata.com>
Subject:

Ryan,
   It was good connecting earlier today. As I mentioned, we are getting a lot of concerning feedback from merchants in terms
of communication (or lack thereof), high prices, etc, I know you are traveling. Safe travels. Talk on Monday.

Best,

Sent from my Verizon, Samsung Galaxy smartphone

From: rkerr@firstdata.com
Sent: Wednesday, August 28, 2019 12:34:09 PM
To: Jared Isaacman
Subject: RE:

Will do - appreciate your flexibility. I think we are good on settlement.

As it pertains to our open items:

1)  Referral agreement - I will send you language this week
2)  OSY - We are open. We may need to structure as an ISO agreement given the size.
3)  At-Risk Customers - I agree completely. My team will start working on making calls.
4)  SkyTab - Will get Abe involved.
5)  PAX - Will tackle after Labor Day
6)  Protection-agree
7)  Amend language - agree
8)  There are number of customers in the Card Connect direct organization that Lighthouse has approached to move
    the processing to Elavon.
9)  Economics - We are good.
10) No active solicitation of the Lighthouse ISO base

Do I have this correct?

Ryan

From: Jared Isaacman
Sent: Wednesday, August 28, 2019 5:58 PM
To: 'rkerr@firstdata.com'
Subject: RE:

Ryan,
  Great. I'm sure we will have some back and forth.

1)  Sounds good.
2)  I would like to avoid an ISO agreement as I don't want to introduce any risk of them going around us.
3)  Great.
4)  Great.
5)  Sounds good.
6)  7) 8) ...Sounds good.
7)  Can you give me some examples?
8)  Sounds good.
9.   & 11 . The current referral agreement has a 30-day cure period in the event we breach the solicitation restrictions.
    That would give time to fix a potential issue... since it has never been a problem for 8 years, We get approached
    constantly from First Data ISOs. We just say we aren't interested. We also had two former employees last year, start
    ISO shops and they naturally want to get appointed with us. We refused to do so.

    I feel like we have been pretty good here for a long time. Is there some recent issue? I feel like it's a good time to
    mention that since we last spoke, I confirmed we pay you for 24 customers generating 100,000,000 in volume that don't
    actually exist. Some of the accounts like Buffalo Bills, etc. closed years ago. Card Connect just never deactivated them!
    We will need to add this to the equation.

Best,
Jared