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STATE OF FLORIDA OFFICE OF FINANCIAL REGULATION

IN RE

SQUARE INC Applicant

Administrative

Proceeding

No 0321 13 7 0 MR

FINAL ORDER

The State of Florida Office of Financial

Regulation Office Stipulation


and

and

Square Inc Agreement


this

Applicant
Agreement

having

entered

into

the

attached

Consent and

last dated

2013 resolving

concluding

matter it is therefore ORDERED entered into and

T a
length
2

TLh1e

Agreement
2013 is

by

the

Office

and

Applicant
as

last

dated

adopted

incorporated by

reference herein

if set forth at

The

parties

shall

comply

with all

provisions
day
of

of the

incorporated Agreement 2013


in Tallahassee

DONE AND ORDERED this

Leon

County

Florida

Dre

Office

Breakspear C mmissioner of Financial Regulation

NOTICE OF RIGHTS

IS ADVERSELY AFFECTED BY THIS FINAL ORDER IS 68 FLORIDA ENTITLED TO JUDICIAL REVIEW PURSUANT TO SECTION 120 STATUTES REVIEW PROCEEDINGS ARE GOVERNED BY THE FLORIDA RULES SUCH PROCEEDINGS ARE COMMENCED BY OF APPELLATE PROCEDURE FILING THE ORIGINAL NOTICE OF APPEAL WITH THE AGENCY CLERK
A PARTY WHO

OFFICE OF FINANCIAL OFFICE BOX 8050

REGULATION

S GENERAL COUNSEL FLORIDA

OFFICE
A

POST

TALLAHASSEE

8050 32314

AND

COPY

LAW WITH THE DISTRICT COURT OF APPEAL FIRST DISTRICT 2000 DRAYTON DRIVE TALLAHASSEE
ACCOMPANIED BY FILING FEES PRESCRIBED
OR BY

FLORIDA

0950 32399

WITH THE

APPELLATE DISTRICT WHERE THE PARTY RESIDES

DISTRICT COURT OF APPEAL IN THE THE NOTICE OF APPEAL OF THE ORDER TO BE

MUST BE FILED WITHIN 30 DAYS OF RENDITION REVIEWED

CERTIFICATE OF SERVICE
true and correct copy of the

I HEREBY CERTIFY that

foregoing
2013 to

Final Order has been

famished via electronic mail this

day

of

Ju

Sean

Ruff Esq
Foerster LLP
n

Morrison SRuff

com mofo

Sharda Caro

Esq

Square

Inc
com guareun

Shardana

Counsel for Square Inc

Florida Office of Financial Fletcher

Regulation

Building

200 East Gaines Street 0379 Tallahassee Florida 32399

STATE OF FLORIDA OFFICE OF FINANCIAL REGULATION

IN RE

SQUARE INC

Administrative

Proceeding

13 07 MR No 0321

Applicant

STIPULATION AND CONSENT AGREEMENT The State of Office of Financial

Florida

Regulation the Office

and

Square

Inc

Applicant collectively
stipulate
1 and agree
as

the

Parties

in consideration of the mutual

promises herein recite

follows

Background

Applicant
November

is

Delaware

corporation headquartered
for
a

in

San

Francisco

California

On

13 2012 Applicant applied Chapter 560


The Parties
Part

Florida money and the

transmitter license with the Office under have since then in discussions

II

Florida

Statutes

parties
can

engaged

now

agree that the issues raised their execution of this

be

expeditiously

resolved and that

litigation

can

be avoided

by

Stipulation

and Consent Agreement 2

Agreement
The Office is the state agency

Jurisdiction

chazged

with the administration and thereunder

enforcement of

Chapter 560

Part II Florida Statutes and the rules

promulgated

Applicant stipulates Applicant


3
that

that the Office has

jurisdiction

to

bring

administrative action

against

Findings

Applicant

neither admits

nor

denies

s but consents to the Office

finding
Section

Applicant engaged
Florida

in business

as

money transmitter

as

that term is defined in


license

23 103 560

Statutes

in the State of Florida without first

obtaining

under

Chapter 560

Part

II

Florida

Statutes

from

February

2010 to November

13 2012

in

violation of Section

204 560

Florida Statutes services

Specifically

the Office finds that and stored

s Applicant

existing payment processing


access

including Square Register

prepaid value

card services 4

required

license under Florida law

Consideration The

parties acknowledge

that

they

have read this

Agreement respect

and

fully

understand the

rights obligations

terms duties and

responsibilities

with

to its

contents

Therefore in

compromise

and settlement of this matter the Parties agree to the

following
a

terms and conditions

Comnliance with Chanter 560 Part II Florida Statutes of its money transmitter
as

Upon

execution of this

Agreement

and

granting

license Applicant
as

agrees to maintain such

money transmitter license with the Office transmission for of

long

it engages in the business of money henceforth

compensation
Part

in

Florida

and

shall

strictly comply

with

all

provisions

Chapter 560

II Florida

Statutes and the rules

promulgated thereto Applicant


Services Business increase its

further agrees to amend its

Application

for Licensure and

as

Money

surety bond and update its record

keeping

reporting

framework to conform with this

Agreement
b

and

as

required by the

Office and in accordance with Florida law shall pay ADMINISTRATIVE FINE of

Administrative Fine hundred and

Applicant
thousand

an

00 five 000 507


and Consent

seven

dollars

with the submission of this

Stipulation

Agreement

This administrative fine shall be submitted in the form of bank wire of Financial Services the

transfer to the section

Department

Applicant deposit

agrees that

1 in

accordance with

31 215

Florida Statutes

regarding deposited

of monies that the tendered fine

or

settlement check

proceeds

may be

in advance of full execution

or

acceptance of the

Page 2 of 8

proposed
of the

settlement

agreement

and

such

deposit

shall not be construed

as a

final

acceptance

Stipulation
c

absent full execution thereof and entry ofthe Final Order


to approve

adopting

same

ApUroval of apnlication The Office agrees

sapplication Applicant
with

for

license upon

receipt

of payment of the

fine satisfactory compliance that prior


to

b above paragraph 4

and entry of the Final Order

In the event

entry of the Final Order

adopting

this

Agreement
the

to the Office discovers additional information not set forth herein which is adverse

s application Applicant
and may

for the

registration application
on

the Office shall not be bound

by

the terms of this

stipulation

deny

or seek any other and

remedy

allowed

by applicable

law including
5

any

remedy

based

the

allegations

set forth in this

Stipulation
by
the Office of the

Final Final

Order

Respondent

consents

to

the

issuance

accompanying
terms of this

Order

attached hereto

as

Exhibit

A which incorporates by Agreement

reference the is

Agreement Respondent

understands and agrees that this

subject

to

the final

approval

of the Commissioner of the Office of Financial

Regulation

and the entry of the

Final Order

adopting

same

In the event that the Final Order is not

entered this Agreement shall

be null and void 6 Waiver

s By Applicant

consent to the

entry of the Final Order with respect

to

this

proceeding Applicant knowingly a b


any any

and

voluntarily

waives Florida Statutes stated

right to

an

administrative

hearing provided by Chapter 120

requirement

s final order contain that the Office Notice of Rights

separately

Findings

of

Fact and Conclusions of Law

or a

any

right

to issuance of a recommended order

by

an

Administrative Law

Judge

from the

Department

of Administrative

Hearings

or a

Hearing

Officer from the

Office

and

Page 3 of 8

any and all

rights

to

object

to

or

challenge

in any judicial

proceeding including

but not limited to

an

appeal pursuant
or

to section

68 120

Florida Statutes any Final Order waives and releases of action that

teen 7 s the Office

condition obligation Upon

duty expressly

created

by the

Releases

full execution of this and

Agreement Applicant
from any and all
matter

agents

and

representatives
from
or

employees
to the

causes

Applicant

may have

arising

relating

subject

hereof except
on

with respect to

enforcement of this

Agreement
and

The Office agrees to accept this release without

behalf of

itself

its

agents representatives
such
cause or causes

employees

acknowledging

and

expressly denying

that any

of action may exist

8 failure to

Failure to Comply

Applicant acknowledges obligations

concurs

and

stipulates

that its and the

comply

with any of the terms


it is
a

and conditions of this

Agreement

Final Order

adopting Chapters

violation of the written

agreement
Such

and the Final Order entered result in

pwsuant

to

120

560

Part

II

Florida Statutes

compliance may non

the issuance of an emergency cease and desist order to contest any

However nothing herein shall be construed

to limit

s right Applicant
9

finding

or

determination of compliance

Attorneys Fees

Each party herein shall be

solely responsible

for its

attorneys

fees and costs incurred up to and 10 Severability

including entry of the

Final Order in this matter of this the

Applicant
or

agrees that if any

provision
the

Agreement

or

application provisions
the invalid

thereof to any person of the

circumstance is

invalid

invalidity

shall not affect other effect without

Agreement

or

the Final Order the

adopting it
of this

which shall be

given

sand provision

to this

end

provisions

Agreement

are

severable

Page 4 of 8

11

A reement Covered by the Law of the State of Florida

This

Agreement

and

performance

hereunder and all suits and

special proceedings

hereunder shall be construed in

accordance with the laws of the State of Florida 12 Venue In any action

special proceeding
or

or

other

proceedings

that may be

brought arising

out

of

in connection with

by

reason

of this

Agreement

the laws of the State

of Florida shall be and

applicable

and shall govern to the exclusion of the law of any other forum

venue

shall be in Leon County Florida Corporate Authority The

13

undersigned representative

of

Applicant

has full and

authority
Consent

to enter into and bind

Applicant

to the terms and conditions of this

Stipulation

Agreement
Entire Agreement and the Office This

14
between

Agreement represents

the entire

agreement by
or

and

Applicant

Any alterations variations changes only


when

modifications

waivers

of the

provisions

hereof shall be valid

they

have been reduced to of this

writing duly signed

by

the Office and

Respondent

hereto and attached to the

original

Agreement
to the terms and

WHEREFORE the undersigned parties hereby acknowledge and agree


conditions of the executed below below is

foregoing Applicant

for the issuance of the attached Final Order on the last date

The space

intentionally left blank with signatures appearing on page 7

Page

5 of 8

BY

SQUARE

INC

By Signature
Its Title

3
Date

j3

FO

cam flier
Print Name

State of of

ta n D e
cn ur

County

Before me the

undersigned notary public personally appeared


of Square Inc who upon

alt

tin

as

jFO
and understands the before
this

being duly sworn


same

states that

he has read s

Foregoing Stipulation and voluntarily signed


day
of 2013

Sworn to and subscribed

me

M
ary Public

YP ZD @p
Z

Personally Type

Known

OR Produced Identification

of Identification Produced

ip i E

BY

OFFICE OF FINANCIAL REGULATION

YLC
GREGORY C

Q GI
Date
onsumer

1 S

AKS Finance

Director

Division of

Office of Financial

Regulation

Page 6 of 8

EXHIBIT A

STATE OF FLORIDA OFFICE OF FINANCIAL REGULATION

IN RE

SQUARE INC Applicant

Administrative

Proceeding

13 07 MR No 0321

FINAL ORDER Office of Financial into the

The

State of Florida

Regulation Office Stipulation


and

and

Square Inc Agreement


this

Applicant Agreement

having

entered

attached

Consent and

last dated

2013 resolving

concluding

matter it is therefore ORDERED 1 The entered into

Agreement

by

the

Office

and

Applicant
as

last

dated

2013 is adopted and incorporated by reference herein

if set forth at

length
2 The

parties

shall

comply

with all

provisions day
of

of the

incorporated Agreement
2013
in

DONE AND ORDERED this Florida

Tallahassee

Leon

County

Drew J

Office of Financial

Breakspear Commissioner Regulation

Page

7 of 8

NOTICE OF RIGHTS
AFFECTED BY THIS FINAL ORDER IS 68 FLORIDA ENTITLED TO JUDICIAL REVIEW PURSUANT TO SECTION 120 STATUTES REVIEW PROCEEDINGS ARE GOVERNED BY THE FLORIDA RULES SUCH PROCEEDINGS ARE COMMENCED BY OF APPELLATE PROCEDURE FILING THE ORIGINAL NOTICE OF APPEAL WITH THE AGENCY CLERK
A PARTY WHO IS

ADVERSELY

S OFFICE POST COUNSEL OFFICE OF FINANCIAL REGULATION GENERAL 8050 AND A COPY 32314 BOX 8050 TALLAHASSEE FLORIDA OFFICE WITH THE DISTRICT ACCOMPANIED BY FILING FEES PRESCRIBED BY LAW COURT OF APPEAL FIRST DISTRICT 2000 DRAYTON DRIVE TALLAHASSEE OF APPEAL IN THE FLORIDA 32399 0950 OR WITH THE DISTRICT COURT APPELLATE DISTRICT WHERE THE PARTY RESIDES THE NOTICE OF APPEAL THE ORDER TO BE MUST BE FILED WITHIN 30 DAYS OF RENDITION OF REVIEWED

CERTIFICATE OF SERVICE
true and correct copy of the

I HEREBY CERTIFY that

foregoing
2013 to

Final Order has been

furnished via electronic mail this

day

of

Sean

Ruff Esq
Foerster LLP

Morrison

mofo c SRuff com

Sharda Caro

Esq

Square

Inc

sguareun c Sharda com Counsel for Square Inc

Florida Office of Financial Fletcher

Regulation

Building

200 East Gaines Street 0379 Tallahassee Florida 32399

Page

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