18 Q. Have you ever had any interactions with the
19 individual, James Mitchell, M-I-T-C-H-E-L-L, who
20 works with a -- at a company called North American
21 Bancard?
22 A. Yes.
23 Q. Have you had any communications, face-to-face,
24 via e-mail, text message, or voice with that
25 individual?
Page 99
1 A. Yes.
2 Q. During what time period were you interacting
3 with that individual?
4 A. I'm not sure I could definitively set a time
5 period. It's been over a multiple-year period.
6 Q. Okay. When was the last communication you
7 recall having with him?
8 A. I don't recall.
9 Q. Was it within the last year?
10 A. Probably.
11 Q. Okay. Was it via text, e-mail, or phone
12 call?
13 A. Probably all three.
14 Q. Okay.
15 A. I mean, over the course --
16 Q. Time period?
17 A. -- of our relationship.
18 Q. Okay. During 2018, do you recall having any
19 communications with Mr. Mitchell?
20 A. It's possible.
21 Q. Okay. And the nature of your communications
22 with him during 2018, what was the subject matter
23 discussed?
24 A. I mean, usually subject matter ranged.
25 Primarily we had known each other. His prior role
Page 100
1 was as a -- in sales at a company called, Global, that
2 was a processor of ours. So we have known each other
3 for a long period of time and spent some time together
4 at an industry trade show.
5 Generally, we would talk about
6 industry-related topics, what was going on in his
7 business.
8 Q. Okay. Anything else?
9 A. Nothing that stands out.
10 Q. Okay. Within the last, approximately, two
11 years, do you recall any communications about
12 CardConnect?
13 A. I don't recall.
14 Q. Okay. Do you recall a conversation about
15 whether or not you were working on a deal to, perhaps,
16 take that company private?
17 A. Not specifically, no.
18 Q. When you say, "Not specifically," do you recall
19 generally discussing information with him along those
20 lines?
21 MR. EISENBERG: Objection to form.
22 A. I don't recall.
23 BY MR. FRANKEL:
24 Q. Okay.
25 A. I'm not going to remember.

James Mitchell 9-17-2018, 5:38 PM EST
Hey bud were you working on that Card Connect deal at all before it went private?

J.D. Oder, II 9-17-2018,5:38 PM EST
We took a look, yes

James Mitchell 9-17-2018, 9:58 PM EST
Did they fully shut you out of the process? Or did they get a great price ? I am thinking FPOS is getting cheap. Looking for an edge.

J.D. Oder, II 9-17-2018, 9:59 PM EST
We took a look to make an offer, and a bank offered them way more than we would. They had no EBITDA.

James Mitchell 9-17-2018, 10:00 PM EST
Makes sense.

J.D. Oder, II 9-17-2018,10:01 PM EST
My guess is the banks don't have anything to buy

James Mitchell 9-17-2018,10:01 PM EST
Agreed

Brendan 10-1-2018, 7:35 AM EDT
I think your stock is too cheap

J.D. Oder, II 10-1-2018, 7:35 AM EDT
Thanks, I agree

Brendan 10-1-2018, 7:36 AM EDT
Any color on the stock program for employees?

J.D. Oder, II 10-1-2018,7:39 AM EDT
Yes, absolutely.
We have plenty to work with...so if someone has a preference, it is an easy accommodation

Brendan 10-1-2018,7:40 AM EDT
Ok thanks.

J.D. Oder, II 10-1-2018, 7:40 AM EDT
I think a lot of it comes down to preference of options v restricted stock

Brendan 10-1-2018,7:41 AM EDT
Yea. I hear you. I was going to get 5 year options on 25000 shares. I obviously took a big paycut

J.D. Oder, II 10-1-2018,7:42 AM EDT
I can do that now if you want
No problem at all

Brendan 10-1-2018,7:43 AM EDT
Well I'd like to make the package better as a whole. I could walk away with 100K in bonus each January.

J.D. Oder, II 10-1-2018, 7:44 AM EDT
I can make 100k of stock happen for January...no problem.
I am assuming you can't get that in cash from them now?

Brendan 10-1-2018,7:46 AM EDT
I'm being told no.

J.D. Oder, II 10-1-2018,7:46AM EDT
Ok...I can definitely fix all this for you

Brendan 10-1-2018,7:46 AM EDT
I may do that. This is a really good group of guys.

J.D. Oder, II 10-1-2018, 7:47 AM EDT
Understood
I mean....totally up to you but I think this is all pretty easy to remedy

Brendan 10-1-2018,7:47 AM EDT
I appreciate that.

J.D. Oder, II 10-1-2018, 7:49 AM EDT
I had figured you would come in a lot higher...but I am sure you just wanted to get rid of any perceived conflict, etc

Brendan 10-1-2018,7:49 AM EDT
Exactly.

Jared Isaacman 1/8/19 9:35AM EST
I remember you saying that you were going to try and transition to 100% Shift4 equity comp in 2019 since you went so far below market on base salary with your new employer

Brendan Isaacman 1/8/19 9:56AM EST
I'd like to

Jared Isaacman 1/8/19 9:57AM EST
ok, any issue communicating that?
You are at like 25% market right?