Exhibit 1505: Search Term SEC MRA

Document Type: SEC MRA

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Okay, let's break down the request and then I'll provide the specific exhibits you're looking for from the case Card Connect, LLC v. Shift4 Payments, LLC.

Understanding the Request

  1. Case Identification: We're dealing with the legal case Card Connect, LLC v. Shift4 Payments, LLC. I need to look at the exhibits public document index that was provided to proceed.

  2. Exhibit Focus: The request is specifically for exhibits that contain:

    • Text Messages: Any exhibit that includes reproductions of text message conversations.
    • "SEC MRA": This likely refers to documents related to a Master Repurchase Agreement (MRA) and potentially its interaction with the Securities and Exchange Commission (SEC) regulations or filings. It may show as SEC-MRA.
  3. OCR of sealed content: if there is any text inside the exhibits that are found, render them for the output. Redacted content is permitted.

  4. Output Requirements:

    • Original Content Only: No summaries, interpretations, or alterations of the exhibit content. The text must be presented exactly as it appears.
    • Full Text (Up to Token Limit): Use the full 8192-token context window, if needed, to present the text of the exhibits.
    • Exhibit Number: The exhibit number has legal context in evidence, so it must be attributed with the text message or "SEC MRA" text it is associated with.

Exhibit Extraction and Presentation

Based on the docket provided, I am looking for exhibits with text messages, and "SEC MRA".

I will now extract, and present the relevant parts, maintaining the original content.


Exhibit 35

From: J. Angelo(j.angelo@shift4.com) Sent: Monday, August 19, 2019 8:48 PM To: Jared Isaacman Cc: Taylor Lauber; Michael Isaacman Subject: Re: Talking Points

Jared - happy to connect in the morning in person. I spoke to legal again this evening. They were very clear that we DO NOT want to provide any more information than we have already Including the emails from this weekend. We confirmed on Friday that we believe they are in breach of the MRA, that determination was made with the assistance of outside counsel (the letter sent by you from outside counsel was as far as they wanted us to go). It is their responsibility to cure the breach within 30 days, At the eod of, we either agree that they action they took cured the breach or, we say, no it didn't and we are out of the MRA at no cost. We should not provide any more info because it makes it easier for them to do everything in their power to cure it and we are stuck with them. Also, the second we say they have not breached, then we are on the hook for the break-up fee. We have a call with outside counsel on Thursday to review everything again, As such, I suggest the following: (1) No additional discussion or discovery with Card Connect on this topic (2) If it comes up on our call with CCP, we just refer back to the letter, that is all we are willing to share and we have no further comments (3) We do not agree to put their revenue share in escrow (4) We do not agree to any change in fees I will circle back in the morning. have a good night. -j

On Mon, Aug 19, 2019 at 8:24 PM Jared Isaacman jisaacman@shift4.com wrote:

OK my latest thoughts below. I think there are elements of all three of the potential

responses embedded below.

  • I don't have an issue giving them until the BOD meeting on Wednesday to provide

full discovery, documentation, support, math, names of employees involved etc. to

support the various topics you raised. I think it's pretty clear to them. I was surprised

by your response on Friday evening as it seemed pretty extreme and I don't support terminating

the agreement and I am not going to support it.

  • We should put the revenue share we would ordinarily pay them on the first of the thirty-day period into escrow until it is resolved.

  • We should also begin accounting for the change in fees.

  • I also don't want to run afoul of the SEC and will make Shift4 available for any

necessary additional scrutiny.

  • In addition, I assume you will bring in outside counsel to address this at our own

expense so that we are acting in accordance with all the obligations of the MRA.

I'm pretty sure, the above is not going over well Wednesday with the Board. Nor is a bad

quarter and a cloud of suspicion over the customer base on top of it.

2

On Mon, Aug 19, 2019 at 5:28 PM J, Angelo j.angelo@shift4.com wrote:

Also, I think your note about not wanting to run afoul with the SEC, is way out of left field.

On Mon, Aug 19, 2019 at 4:03 PM J. Angelo j.angelo@shift4.com wrote:

Jared - I think this is insane, I am sorry, but you were involved when outside counsel drafted The letter that you sent, I have no idea why you are on this path to provide more info when:

(i) is is 100% on them to cure the breach and the onus should be on them to provide US with info

( ii) our outside counsel has reviewed this matter and it is their and my recommendation, along with others in leadership.

(iii) I have absolutely no idea what the SEC has to do with any of this

Sent from my iPhone

On Aug 19, 2019, at 1:51 PM, Jared Isaacman jisaacman@shift4.com wrote:

?I think we should follow-up the notice on Friday with a more

?detailed list of items so they call all be addressed within the 30-day MRA

?period. I also don't want this to run afoul of the SEC at anytime so I will make Shift4

?available for any necessary additional scrutiny on your end.

?

On Aug 19, 2019, at 11:04 AM, J. Angelo j.angelo@shift4.com wrote:

?In addition, there is no reason for us to agree to not call or solicit any of their merchants.

?-------- Original message -------- ?From: J. Angelo j.angelo@shift4.com ?Date: 8/19/19 11:02 AM (GMT-05:00) ?To: Jared Isaacman jisaacman@shift4.com ?Cc: Taylor Lauber tlavery@shift4.com, Michael Isaacman misaacman@shift4.com ?Subject: Re: Talking Points ? ?Jared- ? ?I completely disagree with point #1 and #4. ? ?There is absolutely no reason to provide them with any additional information. ? ?We sent a notice of breach of contract. ? ?It is fully on them to explain the breach. ? ?I have tried to explain this to you multiple times. ? ?I have verified this approach with our legal team, outside counsel and a few members of the ?leadership team. ? ?I am available to discuss in person and on the phone with you. ? ? ?

?On Aug 19, 2019, at 9:37 AM, Jared Isaacman jisaacman@shift4.com wrote: ? ?I will have to dial in as I am still home with Nate. Talking points: ? ?1. I realize that the notice on Friday seemed pretty extreme, but that was more ?driven by the advice of counsel, as we want to make sure to preserve our rights within the ?MRA while Card Connect still has thirty days to remedy the breach.I think we need ?Card Connect to provide full discovery so we can understand this whole situation ASAP. ?That includes any documentation, emails, math and people involved (names) so we can be ?sure we are good with it before the close of the thirty-day period. Let's work together to ?get us the info this week. ? ?2. Card Connect mentioned some new fees and changes to interchange ?management, but didn't get into specifics. Please get us all that info. I'll circle back with ?our team as it's likely they'll have some changes of their own. ? ?3. We need to make sure the go-forward model is sustainable. We want to grow ?together and accelerate out Shift4 payments initiative for all the merchants in the ?combined organization. If there are challenges, we should address them now during the ?thirty day cure period in the MRA.


Exhibit 143

From: Jared Isaacman Sent: Friday, May 01, 2020 6:13 PM To: Abe Marciano amarciano@firstdata.com Cc: Jeff Shanahan jshanahan@firstdata.com Subject: RE: Confidential - Letter to Shift4

Abe, Appreciate the message. I was going to hold outreach until Monday in that I still don't have a complete picture, but I do think sharing some facts might give some more context here. I was never informed of your pending acquisition of CardConnect, nor was a consent request ever made. At no time, did Card Connect provide any indication they had breached a number of obligations within the MRA such as non-competes and various exclusivity provisions. As a public company, we need to be incredibly sensitive to how we manage such an egregious breach of contract as it could result in shareholder litigation. I have absolutely no choice but to pursue this matter in the best interests of Shift4 shareholders. That will put me in the cross-hairs of your large customer base that comes through CardConnect, as well as, the other large ISO partners within the CardConnect organization. I do not have much experience working with Fiserv, so I do not know how you typically approach a situation like this. I have to pursue the interests of my shareholders in the absence of having a relationship with your organization.


Exhibit 170

From: Ray Greer Sent: Monday, May 04, 2020 8:11 AM To: Jared Isaacman jisaacman@shift4.com Cc: Guy Chiarello Guy.Chiarello@fiserv.com Subject: Re: Confidential - Letter to Shift4

Jared, Thanks very much. I copy Guy Chiarello (he runs all of our technology and operations) as he and I have spoken, and want to get everyone together as soon as we can arrange a call, As follow up to Abe's note, l just want you to know how serious we will take this. I'm sure we can get to ground truth and resolve this in the best way for all, Best, Ray

From: Jared Isaacman Sent: Friday, May 1, 2020 6:13 PM To: Abe Marciano amarciano@firstdata.com Cc: Jeff Shanahan jshanahan@firstdata.com Subject: RE: Confidential - Letter to Shift4

Abe, Appreciate the message. I was going to hold outreach until Monday in that I still don't have a complete picture, but I do think sharing some facts might give some more context here. I was never informed of your pending acquisition of CardConnect, nor was a consent request ever made. At no time, did Card Connect provide any indication they had breached a number of obligations within the MRA such as non-competes and various exclusivity provisions. As a public company, we need to be incredibly sensitive to how we manage such an egregious breach of contract as it could result in shareholder litigation. I have absolutely no choice but to pursue this matter in the best interests of Shift4 shareholders. That will put me in the cross-hairs of your large customer base that comes through CardConnect, as well as, the other large ISO partners within the CardConnect organization. I do not have much experience working with Fiserv, so I do not know how you typically approach a situation like this. I have to pursue the interests of my shareholders in the absence of having a relationship with your organization.


Exhibit 404

From: Jared Isaacman Sent: Tuesday, August 20, 2019 9:24 AM To: Abe Marciano Abe.Marciano@cardconnect.com; Jeff Shanahan jshanahan@cardconnect.com Subject: RE: Meeting with Card Connect

I can make that work and will look forward to connecting. I think you are going to find Shift4 very reasonable. As you know, our industry has changed a lot over the last several years, including the last few months. We just want to get a clear picture of how everything got to where it is now, make sure we are fulfilling all our obligations between the MRA and Registration Agreement, supporting all the merchants we should together and growing really fast.


These are all of the provided the exhibits that I was able to locate that include emails which mention the MRA and SEC. There are no text messages in any of the provided exhibits.

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