From: J. Angelo      
Sent: Thursday, May 3, 2018 4:44 PM
To: Nate Hirshberg 
Cc: Jdk421@gmail.com; Robert McAlear 
Subject: Re: Fwd: Card Connect residuals

...

Nate -

I understood both deals were complete. I was not aware of any other ask,

Randy has been informed that we will honor the $100K dragon override for Lighthouse transactions (not including
any bypass fees collected by you).

...

On May 3, 2018, at 6:37 PM, Nate Hirshberg <nhirshberg@shift4.com> wrote:

All

That's correct.

Sent from my iPhone

On May 3, 2018, at 2:16 PM, J. Angelo <j.angelo@shift4.com> wrote:

Rob -

That is correct.

Randy came up with this latest hair brained idea to back door us on this, and I am not going to stand for it, I
want both Lighthouse and Card Connect to make their margins work and this is not going to work.

-J.

Sent: Thursday, May 03, 2018 01:59 PM
To: Robert McAlear
Cc: Jdk421@gmail.com
Subject: Re: Fwd: Card Connect residuals

J, I am not an attorney nor do I play one one TV, with that said Card Connect, LLC cannot be held
responsible or accountable for this misstep.

...

...Lighthouse was the only viable solution. Because of that, it was imperative that we win the deal and take the combined
solution(SHIFT4/Lighthouse) to market under the DOLLARS ON THE NET brand. It was equally important not to
lose another large gateway customer especially since many of shifted away when we discontinued our 4Word product
in 2015. Randy, Dave and I agreed on 100K new active accounts for this override to kick in and Dave agreed to waive
1% of his 3% override for any new accounts written over 50k. The $100K for 100K accounts seems excessive and is
inconsistent with the verbal agreement but more importantly, it is inconsistent with the economics of a typical
transaction. The original. Dragon deal paid a .0025 override or 1/12th of a cent! These deals pay approximately a
nickel per transaction in profit so .0025 is 5% of gross profit. The Card Connect "request" is > .20 or 4X more
than the original deal and that is impossible economically. After the 50k bonus, there will be no residual/profit for Card
Connect. The request, coupled with the reduction in rev share to 50/50, means zero profit for CC and is the reason for
the no vote.
...

From: J. Angelo [mailto:j.angelo@shift4.com] 
Sent: Wednesday, May 30, 2018 12:28 PM
To: Randy, Apple; Jdk421@gmail.com
Cc: Dave Oder
Subject: Lighthouse / Card Connect

Randy -

Although I completely disagree with the notion and find it abhorrent that you would try to backdoor us with the help
of Robert McAleer on this "interpretation" of the Dragon deal, I will agree to pay you the $.25 override on Lighthouse
transactions as long as the following conditions are met.

1. We get a signed agreement between Shift4, Lighthouse and Card Connect,
2.  The profitability of the deal (not the revenue, the profitability) will dictate the $.25 override/rebate to Card
Connect at any point in time. If at any point in time, we are losing money on Lighthouse transactions due to
Card Connect pricing, your $.25 override will be reduced to the point where Shift4 is at least breaking.even on
those transactions (pennies per transaction).
3. We will need Card Connect to agree that any attempt from Shift4 to convert those merchants off the Card
Connect platform will result in a $50 per mid penalty paid to Shift4 for any mid leaving Card Connect.
4. Any merchant agreement that goes into a negative profitability for Shift4 will result in a complete removal of the
override on all transactions to offset these costs.
5.  Any agent of Card Connect that is found trying to convert those customers will be banned from the Card
Connect program. We have a zero tolerance for agents trying to convert customers and they immediately are
terminated from our program.
...

Dave Oder
Today 4:17 PM

Dave, I will be reaching out to your
entire staff to inform them of your
actions. I have dozens of recordings
proving what a fraud you are.
The gloves will be off and there won't
be a rock I don't turn over to expose
your deceit.

I intend to make sure everyone in the
company fully understands your
business practices.

Randy

The text message refers to you
threatening to have me arrested at our
users conference, FYI

Interesting... I'd like to hear those
recordings...

Oh but you won't... it's a 2 party
consent state...

I didn't threaten you, I said, "IF and
only IF" you showed up in Vegas with
that attitude, you would be removed
from the property... You are not
allowed to be on property, you are
trespassed from all properties that Shift4
does business at, that isn't new news. I
was quite clear and articulate.

It's not illegal to record conversations
with someone who has threatened to
trespass you from a major conference
at which you were invited to be a guest
speaker

It is illegal if it is a 2 party consent
state and no one has consented

Actually it's legal in any state as long as
you are part of the conversation.
Federal law.

I would suggest that you seek legal
council as to what will be allowed.
I always seek legal counsel before I
make any comments of this nature, my
legal team has advised me accordingly.

I am only sending this to you to alert
you 1) I am not scared, not threatened
and not going to let you try to bully me
as you have my staff. 2) you are wrong,
you are wrong in the facts and you
have made an *** of yourself, and 3) I

I will not be bullied. I will protect my
people and my company, and I will
fiercely respond to any threat.

I will not engage in these games with
you, stop sending me emails, and leave
my staff alone or I will take the
appropriate legal action in court.

Please go F yourself,

Randy
Today 3:04 PM

Dave,
I just want to make 100%
certain that you are fully aware
of the damage you are doing to
this company as it is going to get
very ugly very quickly.

I have 100% undeniable proof
that you have lied to the board
and induced them into a course of
action that will destroy your
company.

You have defamed my name and
my company's name and that will
be dealt with accordingly,

I've always been an honest,
principled, forthright person so I
want to make it abundantly clear
what direction you are taking us.

As sure as I am sitting here writing
this message, if we go down this
road, it will NOT end well for you,
your family, or your company.

With that said, as long as you
make sure all of the agents get paid
all the monies due on our final
agreement and you give me all of
the supporting data I have asked
  for and you retract the
slanderous and libelous statements
you have made about me and Card
Connect,
I will honor the spirt of our
confidentiality agreement.

If ALL parties fulfill their obligations
to us, I see no need to air dirty
laundry,

But I will tell you this with 100%
certainty, if you, the board, or your
attorneys make the HUGE mistake
of following through with this
lawsuit that you have no grounds
for,

1) I will file a countersuit
2) I will bring every agent, bank and
ISO for which you have exposed
them as a result of your actions into
the suit for damages.
3) You will go bankrupt from just
the legal fees alone as you won't be
able to afford them.

So I am asking you one last time to
discuss this like adults and avoid
what will be a disaster for everyone.

The sad part is, if you had been
honest, forthright and principled.
from the beginning, we wouldn't
be here,

You are not getting my point... the
only place we are going is to be paid
IN FULL! The time. For talking is over

Oh, it has nothing to do with you, but
you will be paying the FULL price for
your actions. No one lies to my board
or commits fraud in my company.

I have no doubt you will try and
create more lies and damage, you
can't help yourself at this point... you
have way too many issues in the
closet.
But in your defense, I knew that from
our first meeting.
Everyone is going to be paid, but all
of your actions have consequences ...
you have gone way too far in your
lying and you aren't going to hurt any
more people at my company
You really don't get it. I will be
depositing hundreds of millions. $ to
cover my legal expenses. Your entire
defense team can camp out in the
court house.

You do realize that every message
you send like this is going to be public
record in court. So yes, keep
threatening our employees, defaming
our people and show me that you are
going to spend hundreds of millions of
dollars. It's actually comical, no
judge would ever take you seriously. I
would however suggest that you
don't threaten physical violence again
as that didn't go to well in court last
time...

Keep going... you are doing this to
yourself... my decisions have been
made.

Randy, you are done. Stop sending
me messages, stop sending my
employees messages and stop.
leaving phone calls for my people.
Have your attorney reach out to ours
and stop harassing us.