24 A. Sure.
25 Q. (BY MR. COHEN) I am going to hand you what
0028
1 has been marked as Exhibit P-8 for identification.
2 (Exhibit P-8 was marked for
3 identification.)
4 Q. (BY MR. COHEN) Mr. Oder, have you had a
5 chance to review Exhibit P-8?
6 A. I have.
7 Q. Do you recognize it?
8 A. I do kind of recognize it. It has been a
9 long time since I have seen this, but I vaguely
10 remember this, yes.
11 Q. Okay. Back in 2016, was there a time when
12 you reached out to me and to Jonathan Bafumo about
13 trying to get money from First Data?
14 A. Was there a time?
15 Q. Yes.
16 A. I don't know. I mean, it is possible.
17 Q. Do you remember sending an e-mail that was
18 called, "Project Defend," that was a name of an
19 e-mail that you sent; do you remember that?
20 A. I don't.
21 Q. Does that refresh your memory at all, now
22 that you have seen the exhibit?
23 A. Unfortunately, it -- I mean, very
24 vaguely. I mean, there was an awful lot of
25 conversations, and I have been gone from Shift4 for six
0029
1 years. With that said, I certainly do not deny this,
2 because I did send it. I certainly see that.
3 Q. Who is "the boss from Shift" referenced in
4 the fifth e-mail in this chain?
5 A. I'm not sure who is the boss from Shift. OK.
6 All right.
7 Q. Would that be you?
8 A. I assume so.
9 Q. Why don't you tell us, to the best of your
10 recollection, what this e-mail is about.
11 A. It looks like it is about a few things, the
12 first of which is there were some e-mails that got
13 intercepted from another company that we were working
14 with. And I'm sure you are familiar with the topic
15 that you brought up in the past about, you know,
16 whether their business model was correct or legal or
17 ethical or not. So I know that that was a
18 conversation that had gone on.
19 We were also buying terminals from them,
20 that I know. And then there was a negotiation over the
21 pricing of those terminals. It also looks like there
22 was a component of how to handle security.
23 And Bafumo had spent a lot of time trying
24 to help me and others at Shift4 improve our overall
25 security.

11 to come back up for negotiation, in your view, would
12 provide a better security posture or would require more
13 work to implement?
14 A. In our view, it would take a lot more work
15 and, I think, diminish security, but it was a
16 conversation, again, back in 2015.
17 Q. (BY MR. COHEN) I am going to show you what
18 has been marked as P-32.
19 (Exhibit P-32 was marked for
20 identification.)
21 Q. (BY MR. COHEN) Have you had a chance to
22 review Exhibit P-32?
23 A. Yes.
24 Q. Do you recognize it?
25 A. I do.
0070
1 Q. You are the author on this e-mail; is that
2 right?
3 A. Yes.
4 Q. The subject line is, "Kickbacks." Do, you
5 see that?
6 A. I do.
7 Q. The recipient is Randy Carrasquillo. Do you
8 see that?
9 A. Yes.
10 Q. Who is Randy Carrasquillo?
11 A. He was a -- I think he was, at the time,
12 maybe a Vice President of Sales at CardConnect.
13 Q. All right. And the two people that are
14 cc'd, are those Mr. Bafumo and myself; is that right?
15 A. Yes.
16 Q. Why don't you tell us what this e-mail is
17 about.
18 A. I don't know exactly, but it has to do
19 with -- I mean, I can read it. It looks like it has to
20 do with the contract that we had. It looks like we
21 were rebasing.
22 Q. When you say "rebasing," what does that
23 mean, in your view?
24 A. So there was a period of time when the
25 contract starts, that there is a base, and sometimes
0071
1 that base shifts. And when that base shifts, that would
2 be a rebasing.
3 Q. And, generally speaking, what is a base as
4 it relates to a merchant contract?
5 A. I mean, it is what the -- it is where the
6 economics start off.
7 Q. Okay. And, generally speaking, a base is
8 usually in the best interests of what party?
9 A. I guess that is for the lawyers. I'm not
10 sure.
11 Q. Okay. Did you write, "Now that the ISV is
12 off to a great start and will ramp revenue up
13 dramatically going forward, is there any way that we
14 can keep this on the radar every six months or so in
15 order to rebase sooner?"
16 A. Yes, I saw that sentence, and, quite
17 frankly, I'm not sure what that meant, because that is
18 actually not a sentence that I have read before. I
19 mean, I know that I wrote this e-mail, but I'm not sure
20 what I meant by that, because we are a gateway.
21 Q. Did you say, "With our existing agreement
22 in place, it will be a two-year term before we can
23 rebase, which is leaving a lot of money on the table,"
24 did you write that?
25 A. Yes, I wrote that.

From: J.D. Oder [mailto:joderr@shift4.com]
Sent: Friday, July 10, 2015 4:46 PM
To: Randy Carrasquillo <RCarrasquillo@cardconnect.com>
Cc: Jonathan Bafumo <jbafumo@firstdata.com>; 'Ari C. Schwartz' <aschwartz@venable.com>
Subject: Kickbacks

Randy,

Now that the ISV is off to a great start and will ramp revenue up dramatically going forward is there any way that we can keep this on the radar every six months or so in order to rebase sooner?

With our existing agreement in place it will be a two-year term before we can rebase which is leaving a lot of money on the table.

Thanks in advance,

J.D.

J.D. "JOHN" ODER II | C.E.O.
SHIFT4 PAYMENTS | THE LEADER IN PAYMENT PROCESSING

13 can rebase, which is leaving a lot of money on
14 the table." Did you write that?
15 A. I did.

1 Q. Exhibit P-226. Looking at the e-mails,
2 P-226, first of all, this is an e-mail chain. Do you
3 see that?
4 A. Yes.
5 Q. It starts with an e-mail from Randy
6 Carrasquillo dated October 28th, 2016, and the subject
7 is "Shift4/First Data"; is that correct?
8 A. Yes.
9 Q. He writes, "Just heard back from Angelo.
10 He is going to get back to me soon after speaking with
11 Jonathan Bafumo." Do you see that?
12 A. I do.
13 Q. Do you know what this e-mail is referring
14 to?
15 A. I have seen this a number of times, and I'm
16 still unclear.
17 Q. Okay. Have you had any conversations with
18 Mr. Carrasquillo in terms of what this e-mail could
19 have been referring to?
20 A. No.
21 Q. If you go to the next e-mail, which is
22 earlier, you will see an e-mail from me, and it has
23 Randy Carrasquillo on here, J.D. Oder and Jonathan
24 Bafumo, and the subject is "Meeting in a few"; do you
25 see that?
0092
1 A. Uh-huh.
2 Q. Then there is a whole chain of e-mails that
3 follow; is that correct?
4 A. Yes.
5 Q. One of the e-mails is from Randy
6 Carrasquillo when he talks about a variety of issues in
7 my office back in February of last year. Do you see
8 that?
9 A. Yes.
10 Q. Do you know what that refers to?
11 A. No.
12 Q. Do you see that there is a subsequent
13 e-mail in the chain from Jonathan Bafumo and he is
14 talking about, "JD is now running the company. I'm
15 sure we can get something in writing that will protect
16 all sides with an upside, that we are all in agreement
17 on these terms and conditions which will be beneficial
18 for all of us." Do you see that?
19 A. Yes.
20 Q. Do you know what that would have been
21 referring to?
22 A. No.
23 Q. And then below that, there is an e-mail from
24 J.D. Oder, and the first sentence says, "Let's jump on
25 a call after this meeting to discuss a path forward that
0093
1 doesn't create a massive problem." Do you see that?
2 A. Yes.
3 Q. Do you know what that would have been
4 referring to?
5 A. No.
6 Q. Okay. There is, in that chain of e-mails,
7 one from J.D. Oder, and the subject is "Kickbacks."
8 Do you see that?
9 A. Uh-huh, yes.
10 Q. And he says, "Now that the ISV is off to a
11 great start will ramp up revenue dramatically, is there
12 any way we can keep this on the radar every six months
13 or so to rebase sooner?" Do you see that?
14 A. Yes.
15 Q. Do you recall getting that e-mail?
16 A. I have no recollection of this e-mail.
17 Q. Subsequent to seeing this e-mail, did you
18 ever speak to Mr. Oder about what he meant by this
19 e-mail?
20 A. No.
21 Q. Subsequent to receiving this e-mail, did you
22 speak to Mr. Carrasquillo about what was meant by this
23 e-mail?
24 A. No.

14 Q. And it indicates that you guys are
15 discussing, as it says, "Rebasing." Do you see that?
16 A. Yes.
17 Q. Now, what did you understand "rebasing" to
18 mean?
19 A. Shifting the base of the revenue share.