Deposition of J.D. sanford
     1      A.   Because I had concerns.                Shift4 didn't have the
     2      product, they didn't have the sales, they didn't have anything
     3      that would lead me to believe that they could get there.
     4      Q.   What product are you referring to specifically?
     5      A.   EMV, at the time.
     6      Q.   At the time being October of 2017?
     7      A.   That's correct.
     8           And I want to be clear.               Not that they had
     9      no product, but that they didn't have certification.
    10      Q.   I understand.
    11      A.   Okay.
    12      Q.   You said you expressed concerns to Mr. Isaacman.
    13           Did you express your concerns to anyone else?
    14      A.   I remember having conversation with Nate and other
    15      people, you know, on the executive team at the time.
    16      Q.   Okay.   Let's talk about -- I want to ask questions
    17      about all those individuals.
    18           But, first, staying with Mr. Isaacman, what did
    19      he say in response to your comments or concerns?
    20      A.   My recollection is that he disagreed.             And, you
    21      know, there was conversation around the forecast, and, you
    22      know, the need to show a forecast that was achievable.
    23      Q.   Okay.   Did he say anything else that you can
    24      recall?
    25      A.   I don't.

J.D. Sanford
     1      Q.   Okay.   Did Mr. Isaacman ever indicate any level of
     2      satisfaction with the size of the valuation of the
     3      minority interest that was performed?
     4      A.   You know, I recall general conversation, you know.
     5      But I don't know that there was ever a, Yes, it works, or,
     6      you know, I love it, or anything like that.
     7      Q.   Did he ever share with you any concern that he had
     8      that the valuation was too low?
     9      A.   You know, I -- there may have been, you know, a
    10      general comment of, I think this is going to be bigger.
    11      Q.   To your knowledge, did Mr. Isaacman ever say that
    12      the potential investor that the valuation was being
    13      prepared for, had agreed to purchase the minority interest
    14      at the valuation that was being considered at the time?
    15      A.   Not to my knowledge.
    16      Q.   Staying with Mr. Isaacman now, did he ever
    17      communicate to you that he was satisfied with the
    18      methodology used to complete the valuation modeling?
    19      A.   No.
    20      Q.   How about with Mr. Hirsbherg?
    21      A.   With Nate?
    22      Q.   Yes.
    23      A.   No.
    24      Q.   Mr. -- staying with Mr. Hirshberg, did you
    25      communicate to him that you had concerns about the

Deposition of J.D. Sanford
     1      projections that were used?
     2      A.   Yes.
     3      Q.   And did you tell him at any point, in words or
     4      substance, that those projections were a joke?
     5      A.   I don't know that I said those words.         I had
     6      concerns the forecast was too aggressive.
     7      Q.   Okay.   Did he ever indicate to you whether he
     8      agreed or disagreed with the projections?
     9      A.   No.
    10      Q.   Did he ever indicate to you that he was satisfied
    11      with the size of the valuation of the minority interest
    12      that was being performed at the time?
    13      A.   No.
    14      Q.   Did he ever communicate to you that he was
    15      satisfied with the methodology used?
    16      A.   No.
    17      Q.   Did you have any of these same conversations with
    18      Mike Russo?
    19      A.   I don't recall.
    20      Q.   How about Dave Oder?
    21      A.   I don't recall.
    22      Q.   Taylor Lauber?
    23      A.   I don't recall.
    24      Q.   How about Sam Bakhtiar?
    25      A.    I don't -- it may have come up in passing.       But I

Deposition of J>D> Sanford
     1      don't recall.
     2      Q.   Was there ever a valuation of the minority interest
     3      of Shift4 that was actually finalized at the time that
     4      you left the company?
     5      A.   To the best of my recolection (sic), a valuation was
     6      completed.
     7      Q.   Okay.   To the best of your recollection, do you know
     8      when that was?
     9      A.   I believe it was around the end of the year.
    10      Q.   The end of 2017?
    11      A.   Yes.
    12                     MR. LEHRER:              Okay.    Let's take a break.
    13      Q.   Did you have any involvement with any valuation
    14      work, other than for purposes of the October 2017
    15      Darlington investment?
    16      A.   I believe the valuation was completed while I was
    17      there.     I do not believe there was an investment.
    18      Q.   Okay.   And you referenced that that valuation -- that
    19      a valuation was completed at the end of 2017.
    20           Was that valuation that was completed different
    21      from the one that we've been talking about, that was being
    22      worked on for purposes of the potential Darlington
    23      investment?
    24      A.   No.
    25                (A brief recess was taken.)