16 A: Sure. You know, it  --  without a doubt,
17 I was looking for resolution. I believe  --  you
18 know, I remember feeling sick to my stomach that
19 things were going so far off the rails with an
20 important partner of ours, and I didn't want
21 ongoing escalation of the same behavior.

22 I hoped that a conversation in person
23 would be more effective than the e-mails that have
24 been exchanged. And, so, I was very committed to
25 getting this relationship back on track, and I

7 Q: I want to hand you what's marked
8 Deposition Exhibit 57.
9 (Deposition Exhibit 57 marked
10 for identification.)
11 Q. (BY MR. HOFFMAN) Have you ever seen
12 Deposition Exhibit 57 before?
13 A. Yes.
14 Q. Let's blow up the top of the e-mail.
15 It's from you to Frank Young. Do you see that?
16 A. Yes.
17 Q. And it's basically the same
18 individuals we've been talking about for the last
19 hour and a half, two hours. Right?
20 A. Yes.
21 Q. Okay. Go back down to the bottom of
22 the box.
23 A. Okay.
24 Q. This is an e-mail you sent a couple
25 weeks after the meeting in Vegas. Correct?

1 A. I don't remember the precise date of
2 the Vegas meeting, but it looks about that time.
3 Q. And you write, in the fourth
4 paragraph, "If you keep communicating with us this
5 way, you will not last long." Do you see that?
6 A. Yeah, I see that line. And I believe
7 that was consistent with my testimony that I
8 thought, you know, our communications weren't
9 effective, and I didn't think if we continue
10 communicating this way that we were going to have
11  -- we were going to be, you know, a partner of
12 theirs for prolonged.
13 Q. Why do you threaten to retaliate
14 against him?
15 A. I don't think this is a threat to
16 retaliate at all.
17 Q. What did you mean when you said, "Just
18 because you have the right to do something, doesn't
19 mean it's the right thing to do. We don't have to
20 follow those same rules."
21 What did you mean by that?
22 A. As I think I shared before, I mean,
23 we had a commercial contract with CardConnect. We
24 had a commercial contract, and the obligations
25 under this contract with CardConnect. And, you

1 know, that there are remedies and there are
2 responses and escalating factors that both sides,
3 you know, could take if they so chose. It could
4 lead to more legal remedies, but it doesn't mean
5 that that's the right thing to do.
6 Q. So you're not referring to remedies
7 under -- legal remedies under the contract, you're
8 referring to something else?
9 MR. HERMAN: Objection.
10 THE WITNESS: No, I didn't say that.
11 MR. HOFFMAN: Well, he can answer it.
12 12 Q. (BY MR. HOFFMAN) You're referring to
13 something else, right, other than legal remedies
14 under the contract?
15 A. I am not referring to something else.
16 I am referring to remedies of the applicable
17 agreements between the applicable parties.
18 Q. So your testimony is that you thought
19 the deal, as it was playing out between Shift4 and
20 CardConnect, was fair at the time?
21 A. I thought that we were going to find
22 ourselves at the end of a very long partnership if
23 all we did was trade nasty e-mails, and I was
24 hoping to find a way to avoid that.
25 Q. And that's why you fly to Vegas, to

1 speak to CardConnect without counsel being present?
2 MR. HERMAN: Objection.
3 Asked and answered.
4 THE WITNESS: Yes. And counsel was
5 aware of the meeting.
6 Q. (BY MR. HOFFMAN) What does off the
7 books mean when you say let's go off the books?
8 A. We had traded, you know, nasty
9 e-mails, CardConnect, us. We had involved counsel
10 in various communications, letters, and such.
11 I certainly felt, you know, the
12 relationship deteriorating to, you know, a level I
13 hadn't seen in a very long time.
14 I at least thought, you know, a phone
15 call or direct conversation, you know, could turn
16 out to be more productive than the path we were on.
17 I wanted to get off that path.
18 Q. You're not authorized to settle the
19 dispute, though, are you?
20 A. Well, I think based on everyone's
21 comments after I returned, they were all happy with
22 the meeting that I took, so. You know.
23 Q. I understand that. But at the time
24 you took it, you didn't have authority to settle
25 the dispute, did you?

5 Q. Okay.
6 (Deposition Exhibit 61 marked
7 for identification.)
8 Q. (BY MR. HOFFMAN) Have you ever seen
9 Deposition Exhibit 61 before?
10 A. Yes.
11 Q. This is an e-mail from Angelo Grecco;
12 is that correct?
13 A. Yes.
14 Q. Okay. And he is sending this, again,
15 to the same cast of characters that we've been
16 discussing. Correct?
17 A. Yes.
18 Q. And this is a couple days after.
19 Right?
20 A. Yes.
21 Q. And he writes, "We will be discussing
22 this breach with CardConnect. I am requesting that
23 Shift4 only communicate with me or outside counsel
24 at Blank Rome going forward."
25 Do you see that?

10 (Deposition Exhibit 67 marked
11 for identification.)
12 Q. (BY MR. HOFFMAN) Mr. Isaacman, I just
13 handed you what's been marked as Deposition Exhibit
14 67. Have you ever seen this document before?
15 A. Yes.
16 Q. And what is this document?
17 A. An e-mail from me to CardConnect.
18 Q. Okay. And it's November of 2015?
19 A. Correct.
20 Q. And what are you talking about in this
21 e-mail?
22 A. At this time, as I recall, we were in
23 the midst of a number of different, you know -- a
24 lot of different communications with CardConnect
25 that I don't recall all being very productive.

1 And, you know, this e-mail looks to be an
2 effort to share perspectives and a desire to want
3 to get to a better place with an important partner.
4 Q. And you write regarding discussions
5 relating to Datacap, "I don't care if it's a 5,000
6 merchant product." Right?
7 A. Correct. Yes, I see that line.
8 Q. And why don't you care whether it's a
9 5,000 merchant product?
10 A. I don't think I meant to say that I
11 don't care about it. I don't think our actions
12 ever would have reflected that I don't care about
13 it.
14 I think what I was trying to express
15 is, you know, that there's  --  that it
16 shouldn't -- that issue alone shouldn't
17 interfere -- you know, kind of cloud our
18 judgment -- you know, our judgment here from
19 getting through a more significant issue.
20 Q. When you write, "Can we move past this
21 so that we can get back to growing our businesses
22 and making money," are you suggesting to
23 CardConnect that they're not acting in their own
24 economic best interest?
25 A. No.

From: J. Isaacman
Sent: Tuesday, November 24, 2015 3:40 PM
To: 'Jeff Shanahan'; Frank Young; 'Abe M'
Cc: 'rshnider@firstdata.com' <rshnider@firstdata.com>; Angelo Grecco; Taylor
Mohl; 'jisaacman@shift4.com' <jisaacman@shift4.com>
Subject: RE: Meeting this week
Jeff, Frank and Abe,

I respect the relationship and would welcome meeting with you to seek resolution, but I
am only going to do so "off the books".

Jared Isaacman

6 Q. I'm going to hand you what's been
7 marked as Exhibit 20.
8 (Exhibit 20 was marked for
9 identification.)
10 Q. (BY MR. TRACTENBERG) Have you ever
11 seen this before? Can I represent to you, sir,
12 that this exhibit has been authenticated by prior
13 testimony?
14 A. Yes.
15 Q. Do you see at the top it's the text
16 messages?
17 A. Yes.
18 Q. Do you see you're communicating in a
19 group text with Jeff Shanahan, Frank Young;
20 correct?
21 A. Yes.
22 Q. And the dates are from November 26 to
23 December 9; is that correct?
24 A. That's correct.
25 Q. Do you want to take a minute to read

1 through them?
2 A. Sure.
3 (Witness reviewing document.)
4 Q. (BY MR. TRACTENBERG) Mr. Sanford, did
5 you have an opportunity to read those text messages
6 that are Exhibit 20?
7 A. Yes.
8 Q. And in this text thread from
9 November 26 to December 9, there's a conversation
10 about a dispute with Shift4; correct?
11 A. Yes.
12 Q. And what's the nature of the dispute
13 that's being discussed in this text chain?
14 A. My recollection is that it was a
15 dispute that Shift4 had breached their agreement by
16 selling the Datacap product directly to end user
17 merchants, and they were also in breach on some POS
18 licensing.
19 Q. And I'm not going to ask you today
20 about the POS licensing. But in terms of the
21 Datacap, explain to me in very basic terms, what
22 was Shift4 doing that shouldn't have been doing?
23 A. They were bypassing CardConnect and
24 selling directly to end users.
25 Q. When you say they were bypassing

1 CardConnect and selling directly to end users, does
2 that mean that they were avoiding some kind of
3 payment to CardConnect?
4 A. That's correct.
5 Q. What kind of -- what would they have
6 been paying CardConnect but for this conduct that
7 you're talking about?
8 A. We would have received a fee from
9 Shift4.
10 Q. Okay. And on the first page of the
11 text messages marked 1087, Frank Young says on
12 November 26:
13 "They lost the case against GBT and
14 owe them around 2 million. Jared is
15 flying me to Vegas. He's going to ask
16 to take it off books. I'm not going
17 to, but I'll hear him out. I'll go
18 radio silent until I get back."
19 Do you see that?
20 A. Yes.
21 Q. Who is GBT?
22 A. GBT Bankcard.
23 Q. Was that a prior litigation that
24 Shift4 was involved in?
25 A. Yes.

1 Q. And do you know if Shift4 lost that
2 litigation?
3 A. I believe they did.
4 Q. And you -- and what is said here -- I
5 don't know if it's he or she -- "Jared is flying me
6 to Vegas, he is going to ask to take it off the
7 books."
8 What did you understand that to mean?
9 A. To have a direct conversation without
10 legal counsel present.
11 Q. Okay. Next page, 1088, the very top
12 text message from Jeff Shanahan, "Please do call
13 me when you get back."
14 Skip down to your text message, at
15 1:37 P.M. that same day.
16 "Did you see that Shift4 just sued
17 Datacap accusing Datacap of theft of trade
18 secrets and trademark infringement?"
19 Do you see that?
20 A. Yes.
21 Q. And this is November 30, so this is a
22 few days after Frank has traveled to Vegas. The
23 litigation against Datacap had just been filed,
24 right, the same day you sent that text message?
25 A. Yes.

1 Q. Or was it filed a couple of days before?
2 A. I can't recall.
3 Q. Okay. And there you're asking Frank
4 Young, "Did you see that they sued Datacap;" right?
5 A. Correct.
6 Q. And he writes: "I expect this will
7 complicate our current discussions. I'm very
8 disappointed."
9 Do you see that?
10 A. Yes.
11 Q. Why was he -- why would he have been
12 disappointed by Shift4 suing one of its partners?
13 A. I did not -- I was not privy to their
14 meeting.
15 Q. Okay. But generally speaking, when
16 you're in a dispute with a party, is it seen as
17 escalation for litigation to be filed among that
18 party or one of its partners?
19 MR. HERMAN: Objection to form.
20 You can answer.
21 A. Could you repeat the first part of the
22 question.
23 Q. (BY MR. TRACTENBERG) Sure.
24 If -- in your experience, is it
25 considered escalation of a dispute for one of the

18 Q. (BY MR. TRACTENBERG) And just so I
19 understand it, is it you, Mr. Sanford and
20 Mr. Shanahan in this group text?
21 A. That's correct.
22 Q. And do you see the dates that are
23 covered by this group text?
24 A. Yes.
25 Q. When did you start, if you recall,

1 having group texts amongst you,
2 Mr. Shanahan, and Mr. Sanford?  Do you remember?
3 A. No.
4 Q. Was it sometime in 2015?
5 A. I don't recall.
6 Q. And what was the purpose of the group
7 texts?
8 A. It's to share information between the
9 three of us.
10 Q. And was it used on a fairly regular
11 basis?
12 A. Sure.
13 Q. Take a moment to read it, please.
14 (Witness reviewing document.)
15 Q. (BY MR. TRACTENBERG) Mr. Young, did you
16 finish looking at the text messages?
17 A. Yes.
18 Q. Did you produce these text messages in
19 discovery, if you recall?
20 A. I believe so.
21 Q. Mr. Young, the first text message is
22 from you on November 26, 2015 at 1:32 P.M., and you
23 represent that Shift4:  "Lost the case against GBT
24 and owe them around 2 million.  Jared is flying me
25 to Vegas.  He's going to ask to take it off the

1 books.  I'm not going to do that, but I'll hear him
2 out.  I'll go radio silent until I get back."
3 Do you recall sending that text message?
4 A. Yes.
5 Q. Is that true, to the best of your
6 recollection, that Shift4 had lost the case against
7 GBT and owed them around $2 million?
8 A. Yes.
9 Q. What was -- what was the case about?
10 A. I don't recall the details of it.
11 Q. Did you receive a copy of a decision
12 or anything?
13 A. No.
14 Q. You just recall being told they owed
15 about $2 million in a litigation?
16 A. Yes.
17 Q. The next sentence:  "Jared is flying
18 me to Vegas."
19 Was Jared Isaacman flying you to Vegas?
20 A. He offered to fly me to Vegas, yes.
21 Q. And did you take him up on that offer?
22 A. No.
23 Q. Where did you have a meeting?
24 A. We had a meeting in his office.
25 Q. Outside Philadelphia?

1 A. Correct.
2 Q. And why don't we break down the
3 remainder of the text message.
4 When you wrote: "He's going to ask
5 to take it off the books. I'm not going to do
6 that, but I'll hear him out."
7 First of all, taking a step back,
8 why was Jared Isaacman offering to fly you to
9 Vegas?
10 A. We had a dispute with Shift4, and he
11 wanted to see if there was a way to work it out.
12 Q. Okay. And what was the dispute with
13 Shift4 about that Jared Isaacman wanted to see if
14 there was a way to work out?
15 A. I believe there was two issues. One
16 was their breach on the Datacap licenses -- or on
17 the Datacap agreement. And I believe there was also
18 still a dispute on the processing -- the payments
19 liability.
20 Q. Okay. And the payments liability, is
21 that the POS issue?
22 A. No.
23 Q. What was the payments issue you
24 mentioned?
25 A. That was the liability for the

1 payments that had already been made, I believe.
2 Q. So what's the Datacap issue?
3 A. They were going direct to merchants.
4 Q. When you say they were going direct to
5 merchants, who are you referring to as "they"?
6 A. Shift4.
7 Q. And give me the 30,000-foot story of what
8 that dispute was.
9 MR. HERMAN: Can I object to the
10 form of that question.
11 You can answer.
12 A. Shift4 was going direct to merchants
13 who had a Datacap license, and they were not paying
14 us for that -- for those license fees.
15 Q. (BY MR. TRACTENBERG)  And why were they
16 supposed to have paid those license fees?
17 A. I believe that was the agreement.
18 Q. Was it your understanding that Datacap
19 -- Shift4 -- I'm sorry -- had purchased Datacap
20 licenses to be used with merchants, but they were
21 somehow bypassing that and going direct to the
22 merchants; is that it?
23 A. Correct.
24 Q. Going back to your text message, why
25 did you write:  "He's going to ask to take it off

1 the books"?
2 A. Because that's what he had requested
3 in his e-mail.
4 Q. And what did you mean by taking it
5 "off the books"?
6 A. He said he wanted to have a discussion
7 without attorneys.
8 Q. Had you been having discussions with
9 attorneys?
10 A. Yes.
11 Q. And so to you, taking it off the
12 books meant cutting the attorneys out.  Is that a
13 fair characterization?
14 A. Yes.
15 Q. And you say:  "I'm not going to do
16 that, but I'll hear him out."
17 Why were you not going to do that?
18 A. We had legal counsel involved at that
19 point, so I wasn't going to have a conversation off
20 the books.
21 Q. And you say:  "I'll go radio silent
22 until I get back."
23 Have you ever used that expression
24 before, "radio silent"?
25 A. Yes.

1 Q. How many times?
2 A. I don't know.  Many.
3 Q. And why did you say you would go radio
4 silent?
5 A. Because I wasn't going to send any
6 updates until I got back from the conversation.
7 Q. When did you get back from the
8 conversation?
9 A. I don't recall.
10 Q. Mr. Sanford says:  "It's never good
11 when the other party wants to fly you anywhere
12 regarding a dispute.  I've been down this road
13 before.  It's going to get worse."
14 Do you see that?
15 A. Yes.
16 Q. What did you understand him to mean?
17 MR. HERMAN:  Objection to form.
18 You can answer.
19 A. He was providing his opinion.
20 Q. (BY MR. TRACTENBERG)  Did you find his
21 opinion to be useful or helpful?
22 A. No.
23 Q. And he says -- going a little bit out
24 of order here -- Mr. Shanahan says:  "Please do call
25 me when you get back."

1 Do you see that?
2 A. Yes.
3 Q. Did you call him when you got back?
4 A. I don't recall.
5 Q. Going up to Mr. Sanford's text
6 message:  "Did you see that Shift4 is -- just sued
7 Datacap accusing Datacap of theft of trade secrets
8 and trademark infringement."
9 Do you see that?
10 A. Yes.
11 Q. And that was November 30th.  Did you
12 hear around that time that Sift4 had sued Datacap?
13 A. Yes.
14 Q. And you respond on November 30th: "I
15 expect this will complicate our current
16 discussions.  I'm very disappointed."
17 Why did you expect that the -- Shift4
18 suing Datacap would complicate any discussions
19 between Shift4 and CardConnect?
20 MR. HERMAN:  Objection to form.
21 You can answer.
22 A. It just exacerbated the issues.
23 Q. (BY MR. TRACTENBERG)  How so?
24 A. We have two disputes going on them,
25 and instead of working to get them cleaned up, they