21 A. Yes.
22 Q. And what was your understanding of what he 23 meant by "killed Portal Magick"?
24 A. That they were going to get out of that 25 agreement. MR. GASKINS: Objection to form.
Page 66
1 Q. (BY MR. MADORNO) Okay. And do you 2 understand as you sit here today whether or not
3 Shift4 stayed in the Portal Magick deal?
4 A. No, I do not.
5 Q. You do not understand?
6 A. I do not know what you mean.
7 Q. Do you know whether or not they stayed --
8 Shift4 stayed in the Portal Magick deal?
9 A. Yes.
10 Q. And did they?
11 A. Yes.
12 Q. Okay. How do you know that?
13 A. Just on -- on calls and talking to the 14 portal guys.
15 Q. Okay. So today you are aware that they're 16 still --
17 A. Yes.
18 Q. -- in that deal?
19 A. Yes.

J. ******* Rok and Taylor
Yesterday 7:53 AM
JR I'm thinking about this more.
I have no interest in making this change,
It will require a significant development lift for no gain
I also refuse to be extorted.
We can agree not to process for hotels

J. ******* Rok and Taylor and Randy
Yesterday 8:42 PM
We shut off resorts accts today

Taylor, Randy, and JRR
I'm sending an email updating the Card Connect agreement. I have modified the residuals on SkyTouch and Birdgepay (sic). Pls review.
Dec 30, 2017 1:22 PM

Randy:
Perfect

JRR:
I don't want sky touch resid
Ever

58. Similarly, in late December 2017, Mr. Isaacman told Mr. R. Sanford that he did not want “skytouch resid[s] Ever.]”27 SkyTouch, one of the two Referral Partners that Shift4 payments, through The ROC, acquired during the term of the Agreement, was included in Exhibit A of the
Agreement.28

...
27 Ex. 7 (Text Messages)

Q: All right. Thank you.
Let me show you next what's been marked as
Exhibit 7.
(Exhibit 7 was marked for identification.)
BY MR. SCANLON:
Q. This, again, is a text, or these are text messages, in the top left-hand corner, that have been produced from the phone or the account of Jared Isaacman; is that correct?
A. Yes, that is correct.
Q. And this involves you and Randy, with Jared Isaacman, on one-way, chiming in. Do you see that?
A. Yes, sir.
MR. MADORNO: Objection to form.
BY MR. SCANLON:
Q. And this is December 30th, 2017 -- do you see that -- at 1:22 p.m., when you wrote, "I'm sending an email updating the Card Connect agreement. I have modified the residuals on SkyTouch and Birdgepay. Pls review."
Do you see that?
A. Yes, I do.
Q. Okay.
And, at that time, did you believe that SkyTouch, or Shift4, was restricted from processing payments for hotels?
A. Yes.
MR. MADORNO: Objection to form.
BY MR. SCANLON:
Q. Okay.
And why were you modifying or why did you ask or advise your boss that you were modifying residuals, on SkyTouch and Birdgepay, if they weren't supposed to be processing for hotels?
Can you explain that?
MR. MADORNO: Objection to form.
A. At the time that the deal was struck, we were to be able to -- we were able to process hotels on the legacy portfolio, and that's what was included in the agreement; that, after the acquisition date, the SkyTouch portfolio, there may be some lingering residuals that would come through that we had carved that out.
So that's what I was referring to here, that we were going to modify those residuals to get those moved over to us.
BY MR. SCANLON:
Q. And that was on December 30, 2017?
A. Yes.
Q. And is "Birdgepay" a typo? Is that, actually, BridgePay, B-r-i-d-g-e-P-a-y?
A. Yes.
Q. Okay.
Then, at 2:13 p.m., Randy says, "Perfect."
And Jared responds, "I don't want skytouch resid Ever," with, "Ever" in all caps.
Do you see that?
A: Yes, I do.
Q. Did you receive any follow-up instruction or direction from Mr. Isaacman about what he wanted to discuss regarding SkyTouch and/or hotel processing?
MR. MADORNO: Objection to form.
A. I don't recall.

14 Q. Okay. And tell me what Exhibit 15 is.
15 A. Exhibit 15 is another text message between 16 myself and Jared.
17 Q. And when did that take place, sir?
18 A. 7:53 on August 15th of 2018.
19 Q. Okay. And what was the topic of discussion?
20 A. Here, Jared is saying that, I'm thinking 21 about this more. I have no interest in making 22 this change. It will require a significant
23 development lift for no -- for no gain, and I 24 also refuse to be extorted. We can agree not to 25 process four hotels.

Page 66

1 Q. All right. And were you aware of whether 2 or not Shift4 was working on Portal Magick?
3 A. Yes, I was.
4 Q. And what were you aware of?
5 A. Shift4 had acquired a customer, at one 6 point, that provided online reservation services, 7 so booking engines, PMSs, property-management 8 systems, for campsites.
9 Q. All right. And what was your 10 understanding of the work that Shift4 was doing 11 with Portal Magick?
12 A. They were integrating a payment solution 13 into their software.
14 Q. And who told you that or where did you get 15 that information?
16 A. The product team.
17 Q. Okay. So a product team within Shift4 18 advised you that they were performing an 19 integration with Portal Magick?
20 A. Yes, sir.

18 BY MR. SCANLON:
19 Q All right.
20 Next let me show you what's been marked as
21 Exhibit 14.
22 (Exhibit 14 was marked for
23 identification.)
24 Q And do you recognize this text exchange as a
25 text exchange between you and Mr. Isaacman on

Page 75
1 August 14th, 2018?
2 A Yeah. So the first message is cutoff, but it
3 looks like another 2:00 a.m. special. So it does
4 appear that this is a text exchange that I had
5 with ROK, yes.
6 Q Okay.
7 And, here, you write, We should just call
8 Card Connect. We need to carve out campgrounds
9 and marinas, since we killed Portal Magick. It
10 will eliminate confusion.
11 Do you see that?
12 A I do.
13 Q Do you recall having that conversation?
14 A I don't, no. No, I don't.
15 Q Do you recall writing this, that you, we,
16 meaning Shift4, should call Card Connect?
17 A I don't recall writing this, no.
18 Q No -- okay. When you say, no, are you
19 referring to Portal Magick?
20 A So I don't believe that we ever killed Portal
21 Magick. I mean we had Portal Magick as a
22 customer. I believe they're still a customer
23 today, so I'm not sure how the word killed is
24 used.
25 Q Okay.

...
Page 77

7 Q Okay. And then below that do you see, at
8 8:49, 18 minutes later, Isaacman writes, Yeah.
9 We can just kill campgrounds and marinas. Those
10 are a pain.
11 Do you see that?
12 A I do.
13 Q So is it fair to say that Mr. Isaacman agreed
14 with your suggestion that, We should just call
15 Card Connect, to try to eliminate confusion?
16 MR. OWENS: Objection to form.
17 A Yeah, I mean he agreed on killing the activity
18 around campgrounds and marinas, but I wouldn't say
19 that he agree to call Card Connect.

6 Q. All right. Do you recall communicating
7 by text message with Rok Osborne on
8 August 14th, 2018, at 2:31 AM, concerning
9 Portal Magick?
10 A. I do not.
11 Q. All right. Let me have you take a look
12 at what's been marked as Exhibit 14.
13 (Exhibit 14 was marked for
14 identification.)
15 Q. All right. I'll represent to you that
16 this is a text message that was produced
17 from your phone, in this case. Do you see
18 that?
19 A. Uh-huh.
20 Q. Yes?
21 A. Yes.
22 Q. Okay.
23 And, here - I'll direct your attention
24 to the middle of the page - Rok writes to
25 you, We should just call Card Connect. We

Page 85

1 need to carve out campgrounds and marinas
2 since we killed Portal Magick. It will
3 eliminate confusion.
4 Do you see that?
5 A. Yes.
6 Q. Do you recall that exchange with
7 Mr. Osborne?
8 A. I don't recall the exchange, no.
9 Q. Okay. All right.
10 Did you understand what Mr. Osborne meant,
11 when he said, "since we killed Portal
12 Magick," did you understand what he was
13 referring to?
14 A. I mean I could only gather, based on
15 reading the text, that he was referring to
16 no longer pursuing the integration with
17 Portal Magick.
18 Q. Okay.

17 Q. Okay. And do you recall that -- do you
18 recall, after seeing what Mr. Osborne wrote
19 to you, did, in fact, Shift4 kill Portal
20 Magick?
21 A. No.
22 Q. It did not?
23 A. We -- as in, like, eliminate them as a
24 customer?
25 Q. Uh-huh.

Page 87

1 A. No.
2 Q. All right. What do you mean when you say
3 that, "No"?
4 A. I mean Portal Magick's a customer to this
5 day.
6 Q. Okay.
7 A. So to define kill as, like, cease doing
8 business, you know, that wouldn't apply.