Page 4

From: J.D. Oder II
Sent: Sunday, August 9, 2015 3:46 PM
To: Monica Oder
Subject: Fwd: payment-processing contract

I thought about an exit strategy.
This is what I sent to our attorney.

I'm not ready to retire, so I will be
doing something else. I'm just not
sure what yet.
Begin forwarded message:

From: "J.D. Oder II" <jdo@shift4.com
>
Date: August 9, 2015 at 3:43:50 PM PDT
To: REDACTED
Cc: David Oder <dod@shift4.com>,
Randy Oder <rlo@shift4.com>
Subject: payment-processing
contract

[Counsel],

I'm hoping you can assist me with getting
out of a contract that Shift4 has with
First Data (now through their agent,
Card Connect). First Data has informed Shift4,
that they are going to be moving their merchants
away from Shift4's gateway and onto theirs.
This is not surprising as First Data has its own
payment gateway called Payeezy.

I realize that the term of the contract is binding
however, I believe First Data has breached the
contract. The contract is in place to protect both

Page 5

parties so that they do not bypass each other.
Since they will be moving our mutual clients
away from using Shift4, it seems to me they are,
in a large way, taking a large portion of the
business away from Shift4. It is, in essence, a
breach of the spirit of the agreement.

Also, I wonder if we have any recourse due to the
fact Card Connect misrepresented themselves to
us. We were under the impression we were
working directly with First Data and later learned
that they were owned by a hedge fund.

Shift4 would like to try and move some of these
merchants to another processor relationship that
we have. We would agree to give First Data
some of our other merchant relationships we have
with them.

Thank in advance for your time and
consideration.

Sincerely,

J.D. Oder, II
CEO
Shift4 Corporation
jdo@shift4.com
REDACTED

Page 45

From: J.D. Oder II
Sent: Friday, May 18, 2012 11:12 AM
To: REDACTED
Cc: REDACTED; REDACTED
Subject: RE: 429929

I am, but Monica hates me!

JDO

-----Original Message-----
From: REDACTED
Sent: Friday, May 18, 2012 11:04 AM
To: J.D. Oder II
Cc:REDACTED; REDACTED
Subject: RE: 429929

Hey jdo r u at table 9?

Page 3 of 24

1 Steve Odom: Got it. Thank you sir I really
2 appreciate it.
3 I was able to get your son on the call
4 yesterday and listen to him talk through
5 his technology, and not only was I
6 completely impressed with what he's
7 built from a technology perspective,
8 which is obviously a testament to you
9 and your family and what you guys have
10 built, but the guy is sharp as a tack,
11 man.
12 J.D. Oder II: Well, that means more to
13 me than probably anything else on this
14 earth so I'm glad to hear that, thank
15 you.
16 Steve Odom: Yeah, good. I know this has
17 gotten pretty messy, and just a quick
18 background on us, and I'll ask you for
19 some forgiveness going in on my language.
20 We tend to be pretty aggressive and
21 direct, but there is a reason for it.
22 So ...
23 J.D. Oder II: Yeah, my wife says I need
24 to work on the language and be more kind
25 and all that.
Page 4
1 Steve Odom: Yeah, you might want to
2 cover her ears depending where the
3 conversation goes, I'm not sure. But the
4 -- and I'll give a good example. So
1:13.5
5 we've got -- J.P. Morgan Chase has had
6 major, major issues over the last decade,
7 you know. They got hacked. They had some
8 reputational issues, and so the CEO of
9 J.P. Morgan is a guy named Jamie Dimon.
10 People give him a lot of credit for
11 saving J.P. Morgan, and people ask him
12 all the time, you know, what are his
13 secrets. And, you know, one of his
14 secrets is he says he's got five reports
15 he looks at every day, and he said if,
16 quote/unquote, "shit goes wrong," end
17 quote, which it always does, I'm the
18 first to know about it. And he uses
19 that word specifically because he says,
20 quote/unquote, "when shit hits the fan
21 people tend to try to hide it," end
22 quote.
23 This is not my quote, this is Jamie
24 Dimon's quote, "when shit hits the fan,
25 people tend to try to hide it."
Page 5
1 And when he knows, there are no
2 surprises, he can action on it
3 immediately. So one of those things he
4 looks at I believe it's like a security
5 report and, you know, for obvious
6 reasons.
7 J.D. Oder II: Yeah, I understand it.
8 Steve Odom: Yeah. Go ahead, please.
9 J.D. Oder II: No, no, I understand it.
10 I mean, it's the same, you know, way I
11 kind of have run my business. You know,
12 I'd rather know the bad news than the
13 good.
14 Steve Odom: a hundred percent. So this
15 is some of the stuff that we believe we
16 have learned along the way, and the
17 question that I would have to ask, and
18 feel free to not comment on any of this
19 that is too sensitive, but the question
20 that I want to ask is why would Shift4
21 choose this battle, I mean versus the
22 whole world?
23 J.D. Oder II: Yeah, so first I have to
24 say I don't believe that we're battling
25 the whole world. I mean, I didn't even

Page 17 of 24

23 J.D. Oder II: If I'm not mistaken, I
24 think I paid Monica a million dollars or
25 maybe it ended up being like 900,000
Page 18
1 after all of the taxes. She didn't
2 actually keep all of that. So you know,
3 that's kind of water under the bridge but
4 I just wanted to maybe respond to you or
5 get your thoughts on marrying somebody
6 that, you know, got their start or was
7 working for someone else.
8 Steve Odom: Yeah.
9 J.D. Oder II: Because it might change
10 your opinion of me a little bit that you,
11 you know, think I'm stupid.
12 Steve Odom: Well, and I apologize. I
13 didn't mean to say that as, you know,
14 you're stupid.
15 J.D. Oder II: Yeah, yeah, yeah.
16 (simultaneous conversation)
17 Steve Odom: You know, I meant to say,
18 hey, look, this is a fight that I just
19 can't understand why you, you know.
20 J.D. Oder II: Yeah, yeah, yeah.
21 Steve Odom: So, you know, first of all,
22 I completely get the marriage thing.

Page 22 of 24
1 is one of those things where if -- I'm
2 not sure if you're a religious person,
3 but if you follow the bible at all, I'm
4 not a big bible thumper, but I will tell
5 you ...
6 J.D. Oder II: Me neither.
7 Steve Odom: Yeah, it does talk not to
8 lean on your own understanding, you know.
9 And there's a lot of things that I don't
10 understand, that you don't understand,
11 and that is a sign of intelligence.
12 People who think they have it all figured
13 out, they don't. But I can't sit here
14 and question, you know, what's going on
15 with you and your wife. That's y'all's
16 business. I do think that, at the end
17 of the day, you need to, you know, be
18 working together.
19 J.D. Oder II: Yeah, like 100,000 percent
20 agree and, you know, just to kind of add
21 another thing, so I do have a son.
22 Steve Odom: Good.

Page 24 of 24

12 J.D. Oder II: So, you know, I mean, I
13 wish she would have said, hey, I'm going
14 to divorce you, you know, I want you out
15 of the house, but I do like this
16 arrangement and I want it for the rest
17 of my life. And then I could decide if
18 that’s something, you know, I'm
19 interested in. I like to be able to
20 make decisions, at least I thought I
21 did, until you pointed out I don't know
22 shit about shit. So, you know, thank you
23 for that because some of that just might
24 make sense to me.