From: J.D. Oder II
Sent: Friday, August 9, 2019 3:14 PM
To: Jared Isaacman
Subject: RE:

I think you were cuting out

Cutting*

From: Jared Isaacman
Sent: Friday, August 9, 2019 3:14 PM
To: J.D. Oder II
Subject: Re:

Can you hear me

Sent from my Verizon, Samsung Galaxy smartphone
From: J.D. Oder II
Sent: Friday, August 9, 2019 3:14 PM
To: Jared Isaacman
Subject: RE:

Yep

From: Jared Isaacman
Sent: Friday, August 9, 2019 3:14 PM
To: J.D. Oder II
Subject: Re:

Ok. Can you get Nate on too

Sent from my Verizon, Samsung Galaxy smartphone

From: J.D. Oder II
Sent: Friday, August 9, 2019 3:14 PM
To: Jared Isaacman
Cc: Nate Hirshberg
Subject: RE:

Yes - nate is on

From: Jared Isaacman
Sent: Friday, August 9, 2019 3:14 PM
To: J.D. Oder II
Cc: Nate Hirshberg
Subject: Re:

Great. So...if we acquire them we have hundreds of millions of dollars of value from the
reseller channel. We have the gateway. We eliminate the largest player in our space that
we do not have a rev share with. Taylor has to do whatever we want. He has 150 employees
at risk.

Sent from my Verizon, Samsung Galaxy smartphone

From: J.D. Oder II
Sent: Friday, August 9, 2019 3:16 PM
To: Jared Isaacman
Cc: Nate Hirshberg
Subject: RE:

Yes agree with all of that. We can then take advantage of our scale to leverage better
economics from the vendors that support them today. Big savings on tech, sales and
ops. Plus, the whole team at Shift4 today that manages "CardConnect" becomes
available to do other things,

From: Jared Isaacman
Sent: Friday, August 9, 2019 3:17 PM
To: J.D. Oder II
Cc: Nate Hirshberg
Subject: Re:

Right. The other argument is we have a fair amount of capital we can put to work at any
time so any deal is not as dependent on 3rd parties or the time it takes for them to get
comfortable

Sent from my Verizon, Samsung Galaxy smartphone

From: J.D. Oder II
Sent: Friday, August 9, 2019 3:21 PM
To: Jared Isaacman
Cc: Nate Hirshberg
Subject: RE:

Yes agree. Also, we would have no problem raising additional capital if necessary to
close a deal like that

From: Jared Isaacman
Sent: Friday, August 9, 2019 3:21 PM
To: J.D. Oder II
Cc: Nate Hirshberg
Subject: Re:

Ok. So do we agree:
1.  We can't do that deal structure. I won't even have my name on it
2.  We have a very real interest in acquiring them.
3.  Taylor will have to be ok with this.

Sent from my Verizon, Samsung Galaxy smartphone

From: J.D. Oder II
Sent: Friday, August 9, 2019 3:23 PM
To: Jared Isaacman
Cc: Nate Hirshberg
Subject: RE:

1 Yes
2. Yes
3. Yes

From: Jared Isaacman
Sent: Friday, August 9, 2019 3:23 PM
To: J.D. Oder II; Nate Hirshberg
Subject: Re:

On #3...that is not support to say Taylor will "like it". He will obviously want the deal we
can't give him. He is going to have to be ok with the one that we want.

Sent from my Verizon, Samsung Galaxy smartphone

From: Jared Isaacman
Sent: Friday, August 9, 2019 3:57 PM
To: J.D. Oder II
Subject: Re:

Can the term sheet look like this:
•   Shift4 offers to acgqire Card Connect
•   $525m value at close + additional consideration subject to performance of Card Connect
assets. This consideration not to exceed $25m.
•   Shift4 can close in 30 days

Sent from my Verizon, Samsung Galaxy smartphone

Jared Isaacman
Today 4:45 PM
Perfect. Great meetings. I think
we have a ton of support in
getting the deal we want with
Card Connect.  And...I have
never seen so many high fives
from the bankers when saying
when we go public we will use
them and only them.  It was
pretty funny.

JDO
Today 4:52 PM
Very cool.
Did you show Franklyn the
model?

Jared Isaacman
Today 4:53 PM
No. Just all verbal. I probably
used the word "billions" more
than Austin Powers "millions"
Lots and lots of eye popping

JDO
Ha!
Good work

Jared Isaacman
Today 4:55 PM
Yep. I also took the angle that
we built this amazing monster
organically and that is incredibly
rare and valuable...which it is.  I
was certainly laying it on thick
but it was all real.

JDO
Today 4:59 PM
Well done.
Let's keep the momentum going.
See you tomorrow

Jared Isaacman
Today 5:01 PM
Sounds good. I'll have some
more material for you to see
before i get on the plane.

JDO
Today 5:02 PM
Perfect

From: Jared Isaacman
Sent: Friday, June 7, 2019 9:37 AM
To: J.D. Oder II
Subject: Re: Draft Agenda

Sounds good. If you could send me
something before you go to bed that
would be great.

Sent from my Verizon, Samsung Galaxy
smartphone

From: J.D. Oder II
Sent: Friday, June 7, 2019 9:36 AM
To: Jared Isaacman
Subject: RE: Draft Agenda

I'll work to get something out in the next
few hours. Would like your feedback
before I send to TS

From: Jared Isaacman
Sent: Friday, June 7, 2019 9:35 AM
To: J.D. Oder II
Subject: Re: Draft Agenda

Can you send me the deck before
distributing to Taylor? Also, can you
include Sam in the prep meeting at 1?

Sent from my Verizon, Samsung Galaxy
smartphone

From: J.D, Oder II
Sent: Friday, June 7, 2019 9:03 AM
To: Jared Isaacman
Subject: Draft Agenda

Jared,

Attached is a very rough draft of the agenda for the meeting. High level topics
are:

• Introductions, brief overview of businesses

•   Payments Landscape/Opportunity - where Shift4 fits, where CardConnect fits.

•   Why a partnership makes sense - more power in combined entity.

• CardConnect overview - dive deeper into the business.

•   Valuation expectations,

•   Potential deal structures.

•   Due diligence requirements/process.

• Next steps.

We have a meeting set up on Sunday at 1PM to prep. Please let me know if you
have any questions or comments.

Thanks.

 1 Q. Okay.
 2 A. A text message.
 3 Q. Okay.
 4 A. Which appears to be a response from
 5 something from me.
 6 Q. Right. It is a message from, from J.D. to you?
 7 A. Yes.
 8 Q. And he's responding to you?
 9 A. Correct.
10 Q. It reads, "Absolutely."
11 Do you see that?
12 A. Yes.
13 Q. Had you and, you and J.D. discussed, prior to
14 the sending of DX14, the, the question of whether
15 Bridge, as opposed to a Shift4 entity would be the
16 best suited party to be working on an acquisition
17 of CardConnect?
18 A. Yeah, as I testified earlier I tried the best I
19 could to eliminate, minimize any distraction
20 associated with the organization and as a result
21 assigned J.D. to represent us in any
22 communications.
23 Q. I understand that. Was Bridge discussed, was the
24 topic of Bridge using, using Bridge as the
25 acquiring party, party of any discussions that you

 1 had with J.D.?
 2 MR. SEAMAN: Objection to form.
 3 A. Not that I recall.
 4 Q. (BY MR. SLUSSER) You don't recall any discussion
 5 of that?
 6 A. No.
 7 Q. The next document I'd like to mark as Plaintiff's
 8 Exhibit -- well, you know what, before I do that,
 9 Mr. Isaacman, is it fair to say that the, the
10 question was really not which entity might be the
11 best to make the acquisition of CardConnect,
12 whether it be Bridge or Shift4, that it was
13 determined, I guess, at a fairly early time that
14 there would be an acquisition of the assets of
15 CardConnect.
16 Is that fair?
17 MR. SEAMAN: Objection to form.
18 A. Well, I mean, I really struggled to answer a
19 question of what entity would be the acquiring party
20 because, again, as I've said many times now, that
21 there were a number of different ways this could go
22 that could either result in us, you know, investing
23 in a public company, acquiring a public company or
24 acquiring some of their assets.
25 So that, again, could depend on a number of

19 any text messages; do you recall that?
20 A. I don't recall that.
21 Q. How did you communicate with him?
22 A. I, I communicated with, with J.D. a lot by -- I
23 text probably more than anything.
24 Q. But you might send an occasional email?
25 A. Sure.

18 going to see, if you turn to the second to the
19 back page, PDF 468 --
20 A. Uh-huh.
21 Q. -- it's a text, text message chat between you and
22 J.D.; do you see that?
23 A. Yes.
24 Q. And does this reflect, I guess, communications
25 with the two of you relative to a CardConnect

1 transaction?
2 A. Well, it's pretty thin, but it does reference
3 CardConnect.
4 Q. Now, is this before or after the June 10th
5 breakfast meeting?
6 A. Where's the date stamp on this?
7 Q. August 9th.
8 A. So that would be after, yeah.
9 Q. Okay. At this time you were contemplating a, a
10 transaction, an acquisition, with CardConnect?
11 A. Well, I, I wouldn't say so much contemplating. I,
12 I mean, again, it mentions here my name should not
13 be on it. So the, the communication that I did
14 engage in, I, you know, made pretty clear that
15 whatever was being pursued, you know, I didn't have
16 any intentions of pursuing it, you know,
17 individually.
18 Q. Okay, thank you.
19 MR. SLUSSER: I'd like to mark as Exhibit
20 39 another binder of emails.
21 (Plaintiff's Exhibit Number 39 was
22 marked for identification.)
23 Q. (BY MR. SLUSSER) Mr. Isaacman, if you could turn
24 to the third, the third page, PDF 23. It, it's an
25 email from Chuck Miller to you; do you see that?

10 Q. Did she send you an email or a text to that
11 effect?
12 A. I don't recall.
13 Q. Did anyone else at Lighthouse communicate a
14 complaint about Shift4's communications with
15 CardConnect other than this phone call that you had
16 with Ms. Renzulli-Grubbs?
17 A. Oh, yeah, absolutely. So the board, the
18 directors communicated to me that they were not
19 supportive of any actions or interests that my
20 brother and I had in terms of CardConnect. They
21 wanted us to eliminate the prospect of going down
22 that path.
23 Q. And when did you get that communication?
24 A. So that, that would have occurred during the, our
25 Q1 board meeting.

Jared Isaacman
8/7/19, 11:53 AM
Have you made any progress with Taylor on next
steps?

JDO
8/7/19, 12:34 PM
I sent him a text about 30 mins ago. No response yet.

Jared Isaacman
8/7/19, 12:35 PM
Ok.

JDO
8/7/19, 2:24 PM
He just called and said he would get back to me.

JDO
8/8/19, 11:52 AM
I just left him a voicemail. I think
we should try to lock something
down in the next 48 hours.

Jared Isaacman
8/8/19, 11:59 AM
Yea for sure

Jared Isaacman
8/9/19, 9:49 AM
What's the plan to make our intentions
known? I spoke with [REDACTED] last night.
[REDACTED]

JDO
8/9/19, 10:04 AM
Good. I am on with [REDACTED].
I sent an email to Taylor this
morning. No response yet.

Jared Isaacman
8/9/19, 10:04 AM
Ok

Jared Isaacman
8/9/19, 3:14 PM
Can you hear me
Sent from my Verizon, Samsung Galaxy smartphone

JDO
8/9/19, 3:14 PM
Yep

Jared Isaacman
8/9/19, 3:14 PM
Ok. Can you get Nate on too

Sent from my Verizon, Samsung Galaxy smartphone
JDO
8/9/19, 3:14 PM
Yes - nate is on

Jared Isaacman
8/9/19, 3:14 PM
Great. So...if we acquire them we have hundreds of
millions of dollars of value from the reseller channel.
We have the gateway. We eliminate the largest player
in our space that we do not have a rev share with.
Taylor has to do whatever we want. He has 150
employees at risk.

Sent from my Verizon, Samsung Galaxy smartphone
JDO
8/9/19, 3:16 PM
Yes agree with all of that. We
can then take advantage of our
scale to leverage better
economics from the vendors that
support them today. Big savings
on tech, sales and ops. Plus, the
whole team at Shift4 today that
manages “CardConnect”
becomes available to do other
things.

Jared Isaacman
8/9/19, 3:17 PM
Right. The other argument is we have a fair amount of
capital we can put to work at any time so any deal is
not as dependent on 3rd parties or the time it takes for
them to get comfortable

Sent from my Verizon, Samsung Galaxy smartphone
JDO
8/9/19, 3:21 PM
Yes agree. Also, we would have
no problem raising additional
capital if necessary to close a
deal like that

Jared Isaacman
8/9/19, 3:21 PM
Ok. So do we agree:
1. We can't do that deal structure. I won't even have
my name on it
2. We have a very real interest in acquiring them.
3. Taylor will have to be ok with this.

Sent from my Verizon, Samsung Galaxy smartphone
JDO
8/9/19, 3:23 PM
1.  Yes
2.  Yes
3.  Yes

Jared Isaacman
8/9/19, 3:23 PM
On #3...that is not support to say Taylor will "like it".
He will obviously want the deal we can't give him. He
is going to have to be ok with the one that we want.

Sent from my Verizon, Samsung Galaxy smartphone

Jared Isaacman
8/9/19, 3:57 PM
Can the term sheet look like this:
• Shift4 offers to acgqire Card Connect
• $525m value at close + additional consideration
subject to performance of Card Connect assets. This
consideration not to exceed $25m.
• Shift4 can close in 30 days

Sent from my Verizon, Samsung Galaxy smartphone
JDO
8/9/19, 4:09 PM
Yes

JDO
8/9/19, 4:31 PM
I have a call into outside counsel
to help with the term sheet. I think
we should spend a few bucks to
make it look good. If you agree, I
can engage them now

Jared Isaacman
8/9/19, 4:45 PM
Perfect. Great meetings. I think we have a ton of
support in getting the deal we want with Card
Connect. And...I have never seen so many high
fives from the bankers when saying when we go
public we will use them and only them. It was pretty
funny.

JDO
8/9/19, 4:52 PM
Very cool.
Did you show Franklyn the model?

Jared Isaacman
8/9/19, 4:53 PM
No. Just all verbal. I probably used the word "billions"
more than Austin Powers "millions" Lots and lots of
eye popping

JDO
8/9/19, 4:53 PM
Ha!
Good work

Jared Isaacman
8/9/19, 4:55 PM
Yep. I also took the angle that we built this amazing
monster organically and that is incredibly rare and
valuable...which it is. I was certainly laying it on
thick but it was all real.

JDO
8/9/19, 4:59 PM
Well done.
Let’s keep the momentum going.
See you tomorrow

Jared Isaacman
8/9/19, 5:01 PM
Sounds good. I'll have some more material for you to
see before i get on the plane.

JDO
8/9/19, 5:02 PM
Perfect