21 Q. Okay. So the answer is yes?
22 A. So is the gateway a two-way street? The
23 answer is yes.
24 Q. Okay. What is Shift4's core business:
25 Software or, in Shift4's view, payment processing?
Page 115
1 A. Shift4 started as a software company, pure
2 software company, and that's how it started. And
3 when Andre and I, in 2003, bought the company from
4 Katherine, we expanded it to do more things.
5 Q. Do you agree that software is the
6 foundation of Shift4?
7 A. I would say it's the foundation, but it's
8 not the core business.
9 Q. Okay. What is Shift4's core product?
10 A. Core product?
11 Q. Yeah.
12 A. I don't know.
13 Q. Does it have multiple core products?
14 A. I would say the core product is the
15 service.
16 Q. Okay. So providing the service?
17 A. That's what the 고객 is buying, is the
18 service.
19 Q. Okay. Can you describe that service?
20 A. That service is the customer needs to
21 process a credit card, needs to settle a
22 transaction.
23 Q. Okay. Has Shift4 ever acted as a payment
24 facilitator, a "payfac," quote/unquote?
25 A. What do you mean by "payfac"?
Page 116
1 Q. I mean payment facilitator.
2 A. I think in that settlement, when we talked
3 about, earlier, the settlement talked about we are
4 not. And that's -- I don't know.
5 Q. Are you familiar with what a payment
6 facilitator is?
7 A. Yes. I know.
8 Q. Okay.
9 A. But I'm not --
10 Q. Can you explain it to me?
11 A. It's, again, for me, it's like, more of a
12 term that somebody -- it's not technical for me.
13 Q. Okay.
14 A. It's a name that's used.
15 Q. Okay. In layman's terms, what's a payment
16 facilitator?
17 A. So a payment facilitator, it's basically
18 somebody that is between the processor, or between
19 the -- yeah, between the processor and the
20 individual merchant account, and they aggregate
21 them.
22 Q. Okay. Are you familiar with the term
23 "sub-merchant"?
24 A. Yes.
25 Q. What is a sub-merchant?
Page 117
1 A. A sub-merchant is like, instead of having
2 a merchant ID, they're sub that. So they're
3 smaller.
4 Q. Smaller than a merchant?
5 A. Well, it depends how you -- the size of it
6 or the structure. You have a merchant account.
7 You open a merchant account to process transactions,
8 you can have a terminal ID. This terminal ID is
9 going to represent this function of the business.
10 Now, if you process under somebody that doesn't
11 have a direct merchant ID, they have sub. So --
12 Q. Okay. Has Shift4 ever acted as a payment
13 facilitator?
14 A. No. No.
15 Q. Okay. Has Shift4 ever supported a payment
16 facilitator?
17 A. I would say yes.
18 Q. Okay.
19 A. But if that -- again, "support," I don't
20 know what you mean. You --
21 Q. Okay. Can you agree or -- do you agree
22 that it's Shift4's strategy to, quote, "keep a
23 tight grip on our partners and our partners'
24 customers"?
25 A. Yes.
Page 118
1 Q. Okay. And do you agree that Shift4
2 possesses the capabilities to perform payment
3 facilitator services?
4 A. I would say yes.
5 Q. Okay. And, again, these payment facilitator
6 services include onboarding merchants or
7 sub-merchants?
8 A. I think a payment facilitator, just a term
9 of -- for me, it's a term that's used more for
10 marketing than is it -- for me. It's a processor,
11 to be a payment facilitator, need be able to do
12 onboarding.
13 Q. Okay.
14 A. Need to be able to process transactions.
15 Q. Okay. And, by "onboarding," does that
16 include underwriting?
17 A. Underwriting, pricing.
18 Q. Okay. Does Shift4 have the capability to do
19 that, to onboard, underwrite and do pricing and
20 risk?
21 A. Yes.
22 Q. And, in fact, Shift4 does that, correct?
23 A. Yes.
24 Q. Okay. And when it does that, it's acting as
25 a payment facilitator?
Page 119
1 A. No.
2 Q. Okay. When it does that, what is it acting
3 as?
4 A. Acting as a reseller, or acting as an agent
5 of the bank.
6 Q. Okay. And does Shift4 act as agent of Wells
7 Fargo Bank?
8 A. Yes.
9 Q. Other banks?
10 A. Yes. We have a couple.
11 Q. Okay.
12 A. But, mainly, it's Wells Fargo.
13 Q. Okay.
14 MR. McDOWELL: I think that's all I
15 have.
16 MR. SADOWSKI: I have no further
17 questions. Thank you.

17
1 Q Okay. All right. You would agree with
2 me that Shift4 describes itself as a payment
3 processor?
4 A Yes.
5 Q I'm sorry?
6 A Yes.
7 Q Okay. And what services come with
8 payment processing?
9 A Every service that you need to process
10 and collect money and settle, risk, fraud,
11 onboarding, all that stuff.
12 Q Okay. And I believe you discussed
13 earlier in your testimony risk and fraud, correct?
14 A Yes.
15 Q Okay. What about underwriting
16 merchants?
17 A Yes.
18 Q So that would include the underwriting
19 of merchants?
20 A Yes.
21 Q Okay. What about sub-merchants?
22 A Yes.
23 Q Okay. And has Shift4 actually performed
24 underwriting of sub-merchants?
25 A I would say yes.
18
1 Q Okay. Is that consistent with your
2 understanding of Shift4's UT4 platform, and
3 specifically the services it provides to First
4 Data?
5 A Yes.
6 Q Okay. So just confirming again, you would
7 include sub-merchants as part of the underwriting
8 services it provides?
9 A Yes.
10 Q Okay. It also provides processing
11 services to merchants, correct?
12 A Yes.
13 Q Okay. Does that include sub-merchants?
14 A Yes.
15 Q Okay. That's also consistent with your
16 understanding of Shift4's UT4 platform and its role,
17 correct?
18 A Yes.
19 Q Okay. So is it also fair to state that
20 Shift4 provides fraud detection for merchants?
21 A Yes.
22 Q What about sub-merchants?
23 A Yes.
24 Q And does it provide fraud detection for
25 First Data, as well?
19
1 A I --
2 Q Let me rephrase that. When it provides
3 fraud protection or fraud services to its
4 merchants, including sub-merchants, that would
5 provide fraud detection for First Data, correct?
6 A Yes.
7 Q Okay. Same with the UT4 platform,
8 correct?
9 A Yes.
10 Q Okay. How about reporting? Does
11 Shift4 provide reporting services to merchants?
12 A Yes.
13 Q Does it provide reporting services to
14 sub-merchants?
15 A Yes.
16 Q Okay. And that is also consistent with
17 your understanding of its UT4 platform, correct?
18 A Correct.
19 Q Okay. And when it provides reporting
20 services to merchants and, in turn, sub-merchants,
21 that would include indirect reporting to First
22 Data, correct?
23 A Yes.
24 Q Okay. What about PCI compliance?
25 A Yes.
20
1 Q Okay. I'm sorry?
2 A Yes, we do.
3 Q Okay. And that includes PCI compliance
4 for merchants?
5 A Yes.
6 Q Sub-merchants?
7 A Yes.
8 Q Okay. That's also your understanding as
9 to Shift4's UT4 platform and the services it
10 provides, correct?
11 A Yes.
12 Q Okay. And if it's providing PCI
13 compliance services to merchants and sub-merchants,
14 that would include, again, indirect PCI compliance
15 for First Data, correct?
16 A Yes.
17 Q Okay. Does Shift4 -- is there anything,
18 from a technical capability perspective, that
19 prevents Shift4 from connecting to another
20 processor?
21 A No.
22 Q Fair to say Shift4 could, if it wanted
23 to, connect to any payment customer -- or, I'm
24 sorry -- to any payment processor, correct?
25 A Yes.
21
1 Q All right. I want to talk a little bit
2 about a payment facilitator. Do you know what a
3 payment facilitator is?
4 A Yes.
5 Q Okay. What do you understand a payment
6 facilitator to be?
7 A So a payment facilitator is somebody that
8 aggregates merchants on their platform.
9 Q Okay. And by "aggregate," what do you
10 mean?
11 A Instead of applying for a merchant
12 account and have a merchant ID, they provide them
13 with a sub-merchant ID.
14 Q Okay. So they are the ones onboarding
15 the merchants and then giving them a, quote,
16 sub-merchant ID, correct?
17 A Yes.
18 Q Okay. And that's consistent with your
19 understanding of a payment facilitator?
20 A Yes.
21 Q Okay. Does Shift4 also perform those
22 type of services?
23 A Sometimes.
24 Q Okay. When would Shift4 perform those
25 type of services, meaning acting as a payment
22
1 facilitator?
2 A So we would do it as an agent of the
3 bank.
4 Q Okay. And as the agent of a bank, you
5 call that "payment facilitator"?
6 A No. I don't call that a payment
7 facilitator.
8 Q Okay. Why wouldn't you call that working
9 or acting as a payment facilitator?
10 A Because that's -- this name is made-up
11 name.
12 Q Made-up name? What do you mean by
13 that --
14 A It's --
15 Q -- it's a made-up name?
16 A -- it's not an official name. It's more
17 unofficial.
18 Q Okay. Well, do you agree with me that
19 the definition of a payment facilitator is someone
20 that onboards merchants and provides them with a,
21 quote, sub-merchant ID?
22 A Yes.
23 Q Okay. And when Shift4 does that, it's not
24 acting as a payment facilitator?
25 A No. So when Shift4 does that, we are
23
1 acting as a payment facilitator. But the
2 definition of payment facilitator is not official.
3 I want to be clear. So if I am -- if I have a
4 software company, and I want to act as a payment
5 facilitator, I can call that a payment -- I'm a
6 payment facilitator. So when my definition of a
7 payment facilitator, somebody can call me a payment
8 facilitator with no official rule or regulation.
9 Q Okay. But the term is used in the payment
10 industry, correct?
11 A Yes.
12 Q Okay. And Shift4 understands that term,
13 correct?
14 A Yes.
15 Q Okay. And Shift4, from time to time,
16 actually performs those services as described,
17 meaning onboarding of a merchant and providing them
18 with a sub-merchant ID?
19 A Yes.
20 Q Okay.
21 A But that's not official definition.
22 Q Okay.

35
19 Q (By Mr. Korn) That's okay. Just
20 generally speaking, you understand -- I think you
21 said earlier that Shift4 does not perform services
22 for CardConnect; is that correct?
23 A Correct.
24 Q Okay. Does Shift4 perform services for
25 iPOS?

UNITED STATES DiSTRICT COURT
EASTERN DISTRICT OF PENNSYLVANIA

CARD CONNECT, LLC
Plaintiff,

v.

SHIFT4 PAYMENTS, LLC,

Defendant.

CIVIL ACI'ION
: NO. 19-1327

DECI.ARATION OF. IARED ISAACMAN

I, Jared Isaacman, declare as follows:

1.  l am over the age of eighteen and am competent to make this Declaration. I
    have personal knowledge of the facts set forth in this Declaration and, if called upon to do so,
    could and would testify competently thereto.

2.  I am the Chief Executive Officer of Shift4 Payments, LLC (“Shift4”).  I have
    held this position since Shift4's acquisition of Shift4 Corporation in late 2017. From 2003 to
    2017, I served as the Chief Executive Officer of Shift4 Corporation.  I have also held a position
    on Shift4's board of directors since2017 .

3.  I participated in the negotiation of the 2018 Reseller Agreement between
    Card Connect and Shift4 on behalf of Shift4.

4.   The parties to the Reseller Agreement never discussed prohibiting Shift4 from

supporting Payfacs that use First Data as their payment processor.

5.  I have reviewed the information in Card Connect’s Response to Shift4’s Local

Rule 56.1 Statement of Uncontested Material Facts at paragraph 49, which includes the following

statement, “Shift4’s core product is the gateway services.”

6.  As of March 2018, Shift4’s core product was payment processing services.

7.  As of the date of the Reseller Agreement, Marketplace was in a conceptual

stage.

8.  I understand that Card Connect has produced a document with Bates number

CC-00004958, that has been designated Confidential. I have reviewed the document and it

does not alter or change any of my responses.

9.  I have reviewed Card Connect’s representation, in its Supplemental Response to
Interrogatory Number 9, of a May 7,2018 text message I sent to Randy Miskanic. While the

represcntation of the text message is acctrate, it is incomplete and out of context.

6 . I participated in the negotiation of the 2018 Reseller Agreement between
Card Connect and Shift4 on behalf of Card Connect.
7. I understand that Shift4 has represented that the parties to the Reseller
Agreement never discussed prohibiting Shift4 from supporting P ayfacs that use First Data as
their payment processor. That representation is not accurate.
8. I have personal knowledge that the topic of Payfacs who use First Data as
their payment processor was discussed between myself and Jared Isaacman, Shift4's CEO.
9. I have reviewed Shift4’s Local Rule 56.1 Statement of Uncontested Material
Facts at paragraph 49, which includes the following statement, “Shift4’s core product is the
gateway services.”

9. (Continued)
 I have produced a complete and simulateded copy of the
text message exchange. Attached as Exhibit A is a true and correct copy of the text messages
exchanged betrveen Randy Miskanic and me on or about May 7,2018. The complete text message
chain demonstrates that Mr. Miskanic and I were discussing a potential security breach that
Mr. Miskanic believed may have occurred with a payment facilitator named HotSchedules. The
May 7,2018 text messages are the only text messages between Mr. Miskanic and l about
HotSchedules.
10. I am also aware that Card Connect has produced a document with Bates number
CC-00004958, that has been designated Confidential. I have reviewed the document and it
does not alter or change any of my responses.
I declare under penalty of perjury that the foregoing is true and correct.
Date: 9/10/20
Signature:
Jared Isaacman

Exhibit A

lessage
Monday, May 7 3:15 PM

Hey bud. Can you call me
if you get a minute.

Possible security breach
with one of the payfacs...
Hot Schedules
Yes

Just heard a rumor
The two ceos are friends
I'll find out for you

You always do buddy
Appreciate you!

Delivered